NORTH COUNTRY FINANCIAL CORPORATION

        SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



                       ARTICLE I

           Establishment of Plan and Purpose

     1.01.  Establishment of Plan.  This document
contains the North Country Financial Corporation
Supplemental Executive Retirement Plan, effective as of
November 1, 1999 (the "Plan").

     1.02.  Preamble and Purpose.  North Country
Financial Corporation is a sponsoring employer of the
North Country Financial Corporation 401(k) Profit
Sharing Plan (the "401(k) Profit Sharing Plan"), a
defined contribution retirement plan, qualified under
Section 401(a) of the Code.  Allocations for any given
plan year under the 401(k) Profit Sharing Plan may be
restricted for certain employees because of the
compensation limit under Code Section 401(a)(17), the
nondiscrimination test for elective deferrals under
Code Section 401(k)(3), the nondiscrimination test for
matching contributions under Code Section 401(m)(2),
the limit on elective deferrals under Code Section
402(g), and/or the limit on annual additions under Code
Section 415(c)(1).  If it is necessary to restrict
allocations to such employees under the 401(k) Profit
Sharing Plan as a result of the rules of Code Sections
401(a)(17), 401(k)(3), 401(m)(2), 402(g), and/or
415(c)(1), North Country Financial Corporation desires
to provide supplementary unfunded payments under this
Plan designed to maintain the level of total retirement
benefits, which, but for the limitations on benefits
required by Code Sections 401(a)(17), 401(k)(3),
401(m)(2), 402(g), and/or 415(c)(1), would otherwise be
payable under the 401(k) Profit Sharing Plan.

     The parties intend that, for purposes of Title I
of ERISA, the arrangement described herein be unfunded
and maintained primarily for the purpose of providing
deferred compensation to a select group of management
or highly compensated Employees.

                      ARTICLE II

             Definitions and Construction

     As used herein, the following words shall have the
following meanings:

     2.01.  Definitions.

          (a)  "Account" means the bookkeeping account
     maintained for each Participant pursuant to
     Article IV, below.

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          (b)  "Administrator" means the person or
     persons selected pursuant to Article VII below to
     control and manage the operation and
     administration of the Plan.

          (c)  "Beneficiary" or "Beneficiaries" means
     the person or persons designated by a Participant,
     on the Beneficiary Designation Form provided by
     the Administrator, to receive benefits hereunder
     or, failing such a designation, the Participant's
     spouse or, if none, his estate.

          (d)  "Beneficiary Designation Form" means a
     form filed by a Participant with the Administrator
     which indicates the Beneficiary or Beneficiaries
     who will receive the remainder of his Account, if
     any, in the event of his death, as provided in
     Section 6.02.

          (e)  "Change of Control," with respect to the
     Company, means any of the following:  (a) the
     commencement by any person or group of persons,
     other than one or more of the Companies, of a
     tender or exchange offer for twenty-five percent
     (25%) or more of the outstanding shares of the
     common stock of the Company; (b) the acceptance by
     the board of directors of the Company of, or the
     public recommendation by such board that the
     stockholders of the Company accept, an offer from
     any person or group of persons, other than one or
     more of the Companies, to acquire twenty-five
     percent (25%) or more of either the outstanding
     shares of the common stock of the Company or the
     consolidated assets of the Company; (c) the
     acquisition, by any person or group of persons, of
     the beneficial ownership or the right to acquire
     beneficial ownership of twenty-five percent (25%)
     or more of the outstanding shares of the common
     stock of the Company (the term "group" and
     "beneficial ownership" as used in this paragraph
     having the meanings assigned thereto in Section
     13(d) of the Securities Exchange Act of 1934 and
     the regulations promulgated thereunder); or (d)
     the Company (or any of the Companies in the
     aggregate representing at least twenty-five (25%)
     of the consolidated assets of the Companies),
     shall have entered into an agreement with any
     person, or any person shall have filed a draft or
     final application or notice with the Board of
     Governors of the Federal Reserve System or the
     Office of the Comptroller of the Currency or any
     other federal or state regulatory agency for
     approval, to (i) merge or consolidate with, or
     enter into any similar transaction with, the
     Company or such Companies, in which the Company or
     one of the Companies is not the survivor,
     (ii) purchase, lease or otherwise acquire all or
     substantially all of the assets of the Company or
     such Companies, or (iii) purchase or otherwise
     acquire (including by way of merger,
     consolidation, share exchange or any similar
     transaction) or otherwise hold or own, securities
     representing twenty-five percent (25%) or more of
     the voting power of the Company or such Companies.

          (f)  "Code" means the Internal Revenue Code
     of 1986, as amended.

          (g)  "Companies" means North Country
     Financial Corporation and any subsidiary thereof
     now or hereinafter created.

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          (h)  "Company" means North Country Financial
     Corporation, a Michigan corporation, or a
     successor thereof.

          (i)  "Disability" shall have the same meaning
     as in the Company's Long-Term Disability Plan.

          (j)  "Employee" means an employee of any one
     or more of the Companies.

          (k)  "Employment" means employment with any
     one or more of the Companies.

          (l)  "ERISA" means the Employee Retirement
     Income Security Act of 1974, as amended.

          (m)  "Excess Amount" means, for each Plan
     Year, the amount of contributions which would have
     been allocated to a Participant's account under
     the 401(k) Profit Sharing Plan without giving
     effect to the limitations imposed by Code Sections
     401(a)(17), 401(k)(3), 401(m)(2), 402(g), and/or
     415(c)(1) for such Plan Year, less the amount of
     contributions actually allocated to the
     Participant's 401(k) Profit Sharing Plan account
     for such Plan Year.

          (n)  "401(k) Profit Sharing Plan" means the
     North Country Financial Corporation 401(k) Profit
     Sharing Plan, as amended from time to time.

          (o)  "Investment Election" means the form
     filed by the Participant with the Administrator
     from time to time, which designates the
     Participant's investment choices.

          (p)  "Participant" means any select
     management or highly compensated Employee who
     (i) is entitled to an allocation of contributions
     for any Plan Year under the 401(k) Profit Sharing
     Plan but such allocation is reduced by reason of
     the application of the limitations of Code
     Sections 401(a)(17), 401(k)(3), 401(m)(2), 402(g),
     and/or 415(c)(1), and (ii) is designated by the
     Company, in its sole discretion, as eligible to
     participate in this Plan.

          (q)  "Payment Election Form" means a form
     provided by the Administrator on which a
     Participant may designate the payment method by
     which he will receive a benefit he is due under
     the Plan.

          (r)  "Plan" means the North Country Financial
     Corporation Supplemental Executive Retirement
     Plan, as stated herein and as amended from time to
     time.

          (s)  "Plan Year" means (i) the two (2)-month
     period beginning on November 1, 1999 and ending on
     December 31, 1999, and (ii) thereafter, the 12-
     month period beginning on each January 1 and
     ending on the following December 31.

<PAGE>
          (t)  "Year of Service" shall have the same
     meaning as in the 401(k) Profit Sharing Plan.

     2.02.  Construction.   The laws of the State of
Michigan, as amended from time to time, shall govern
the construction and application of this Plan.  Words
used in the masculine gender shall include the feminine
and words used in the singular shall include the
plural, as appropriate.  All references to statutory
sections shall include the section so identified as
amended from time to time or any other statute of
similar import.  If any provisions of the Code, ERISA,
or other statutes or regulations render any provisions
of this Plan unenforceable, such provision shall be of
no force and effect only to the minimum extent required
by such law.

                      ARTICLE III

                      Eligibility

     Any Employee who meets the definition of
Participant in Section 2.01(p), above, shall be
eligible to participate in this Plan in any Plan Year.
Eligibility to participate in the Plan for one Plan
Year does not guarantee eligibility for a subsequent
Plan Year.

                      ARTICLE IV

                        Account

     4.01.  Establishment of Account.  Only for the
purpose of measuring payments due Participants
hereunder, the Company shall maintain on behalf of each
Participant an Account to which the Company shall
credit the Excess Amounts and earnings thereon for each
Plan Year as set forth in Section 4.03, below.

     4.02.  Nature of Account.  The Account hereunder
and assets, if any, acquired by the Company to measure
a Participant's benefits hereunder, shall not
constitute or be treated for any reason as a trust for,
property of, or a security interest for the benefit of,
a Participant, his Beneficiaries or any other person.
Participants and the Company acknowledge that the Plan
constitutes a promise by the Company to pay benefits to
the Participants or their Beneficiaries, that a
Participant's rights hereunder are limited to those of
a general unsecured creditor of the Company and that
the establishment of the Plan or acquisition of assets
to measure a Participant's benefits hereunder does not
prevent any property of the Company from being subject
to the right of all the Company's creditors.

     4.03.  Maintenance of Account.

          (a)  Accounts shall be reconciled no less
     frequently than semi-annually.  The Company shall
     increase the Account of each Participant by (i)
     the Excess Amount, if any, which shall be credited
     as of December 31 of the Plan Year, and (ii) any
     income or gains resulting as if the Account,
     computed in accordance with Subsection 4.03(b),
     below, were invested pursuant to the timely-filed
     Investment Elections in effect from time to time

<PAGE>

     during such Plan Year and decrease the Account by
     (i) any withdrawals from the Account during any
     Plan Year, and (ii) any losses resulting as if the
     Account, computed in accordance with Subsection
     4.03(b), below, were invested pursuant to the
     timely-filed Investment Elections in effect from
     time to time during such Plan Year.

          (b)  For purposes of computing the investment
     return on the Account for any Plan Year, the
     principal balance as of the first day of the
     relevant Plan Year shall equal the balance as of
     the final day of the preceding Plan Year,
     including the Excess Amount, if any, credited to
     the Account for the prior Plan Year, pursuant to
     Subsection 4.03(a) hereof, and decreased by any
     distributions made to the Participant or his
     Beneficiaries during the Plan Year.

     4.04.  Investment Elections.

          (a)  A Participant may file an Investment
     Election with the Administrator setting forth his
     investment preferences used to value his Account.
     The initial investment options available to
     Participants are (i) the Moody's A Long-Term
     Corporate Bond Rate (the "fixed rate investment
     option") adjusted annually to equal the average
     yield for the month of September of the previous
     year, and (ii) the total return of the Standard &
     Poor's 500 Index for the applicable period.  All
     Investment Elections must be in increments of 10%.
     If a Participant does not file an Investment
     Election with the Administrator, the Account shall
     be deemed to be invested in the fixed rate
     investment option.  The Participant may change his
     Investment Election as of January 1 or July 1 in
     any Plan Year by delivering to the Administrator a
     new Investment Election at least 15 days prior to
     such January 1 or July 1.

          (b)  A Participant's Account shall reflect
     only the performance of such investment indices
     and the Participant shall have no property right
     or security interest in the actual investment
     performance of any assets invested by the Company
     to provide for the payment of benefits under this
     Plan.

          (c)  Upon a Change of Control, the Company,
     the Administrator, or any successor thereto, may
     not change the investment choices available to
     Participants hereunder without the consent of a
     majority of the holders of Account balances under
     the Plan.

                       ARTICLE V

                        Vesting

     Subject to the rights of the Company's creditors
as set forth in Section 4.02 above, the Account of a
Participant, including all earnings accrued thereto,
shall become fully vested only after such Participant
has three Years of Service, as defined in the 401(k)
Profit Sharing Plan.  Notwithstanding anything herein
to the contrary, if a Participant terminates Employment
prior to completing three Years of Service, he shall be
entitled to nothing under this Plan.

<PAGE>
                      ARTICLE VI

                     Distributions

     6.01.  For Reasons Other Than Death.

          (a)  In the event that the value of a
     Participant's Account exceeds $25,000 as of
     January 1 of the Plan Year in which his Employment
     terminates, the Company shall pay an amount equal
     to the balance of a Participant's Account to him
     in accordance with his choice on the Payment
     Election Form that he has filed with the
     Administrator prior to the date his Employment
     terminates.

          (b)  If a Participant's Employment terminates
     on or after the date he reaches age 55, other than
     because of death or Disability, and after he has
     completed at least ten Years of Service, he may
     elect to have his Account balance distributed in
     accordance with one of the following methods:

               (i)  In a lump sum, on or before
          February 15 of the Plan Year immediately
          following the Plan Year in which the
          Participant's Employment terminates.

               (ii)  In monthly installments, starting
          on January 1 of the Plan Year immediately
          following the Plan Year in which the
          Participant's Employment terminates, over
          five years, using the declining balance
          method, computed annually.

               (iii)  In monthly installments, starting
          on January 1 of the Plan Year immediately
          following the Plan Year in which the
          Participant's Employment terminates, over ten
          years, using the declining balance method,
          computed annually.

               (iv)  In monthly installments, starting
          on January 1 of the Plan Year immediately
          following the Plan Year in which the
          Participant's Employment terminates, over
          fifteen years, using the declining balance
          method, computed annually.

               (v)  In monthly installments, starting
          on January 1 of the sixth Plan Year following
          the Plan Year in which the Participant's
          Employment terminates, over five years, using
          the declining balance method, computed
          annually.

               (vi)  In monthly installments, starting
          on January 1 of the sixth Plan Year following
          the Plan Year in which the Participant's
          Employment terminates, over ten years, using
          the declining balance method, computed
          annually.

          (c)  Notwithstanding the foregoing provisions
     of this Section 6.01, if the Participant's
     Employment terminates (i) before the date he
     reaches age 55, (ii) on or after

<PAGE>

     the date he reaches age 55 because of death or Disability,
     or (iii) on or after the date he reaches age 55 with
     fewer than ten Years of Service, and he has
     elected pay-out pursuant to one of the monthly
     installment options above, his Account balance
     will be paid in monthly installments, starting on
     January 1 of the Plan Year immediately following
     the Plan Year in which his Employment terminates,
     over five years, regardless of his election.

          (d)  A Participant may change his Payment
     Election Form at any time; provided, however, that
     the change will only be effective if he files a
     new Payment Election Form with the Administrator
     at least one year prior to his termination of
     Employment, except in the case of his initial
     Payment Election Form under the Plan.
     Notwithstanding any other provision of this
     Section 6.01 and any Payment Election Form
     previously filed by the Participant with the
     Administrator, in the event that the value of the
     Account of the Participant is less than $25,000 as
     of January 1 of the Plan Year in which his
     Employment terminates, any distribution to, or on
     behalf of, such Participant shall be in the form
     of a lump sum paid on or before February 15 of the
     Plan Year immediately following the Plan Year in
     which the Participant's Employment terminates.  If
     a Participant does not timely file a Payment
     Election Form with the Administrator, he will be
     deemed to have elected payment in a lump sum.

     6.02.  Upon Death.

          (a)  Upon a Participant's death, any balance
     remaining in his Account shall be paid by the
     Company in accordance with his most recent Payment
     Election Form on file with the Administrator,
     except that such payments shall be made to the
     Beneficiary or Beneficiaries specified by the
     Participant on such Beneficiary Designation Form,
     or, if none, to his surviving spouse or, if none,
     to his estate.  Each Participant may file a
     Beneficiary Designation Form with the
     Administrator on which he shall designate a
     Beneficiary or Beneficiaries to receive the unpaid
     balance of his Account upon his death and may
     revoke or modify such Beneficiary Designation Form
     at any time and from time to time by submitting to
     the Administrator a new Beneficiary Designation
     Form.

          (b)  If a Participant dies prior to the
     payment of any amount to him from his Account, his
     Beneficiary or Beneficiaries shall receive
     payments in accordance with Section 6.01 hereof.

          (c)  If a Participant designates multiple
     Beneficiaries on his Beneficiary Designation Form
     as either primary or contingent Beneficiaries, and
     one of the Beneficiaries has predeceased the
     Participant, the deceased Beneficiary's share
     shall be paid to the Beneficiary's estate unless
     the Participant provides otherwise in his
     Beneficiary Designation Form.  For example, if a
     Participant designates his spouse on his
     Beneficiary Designation Form as his sole primary
     Beneficiary and his three children as equal
     contingent Beneficiaries, and if his spouse and
     one such child predecease the Participant, each of
     the two surviving children would receive one-third
     of the

<PAGE>

     distributions from the Participant's
     Account, the predeceased child's one-third share
     would be paid to his estate, and no distributions
     would be paid to his spouse's estate.

          (d)  If a Beneficiary survives a Participant
     but dies before he receives the entire amount in
     the Account due him, the Company shall make
     payments to the estate of the Beneficiary in
     accordance with the Participant's most recent
     Payment Election Form on file with the
     Administrator.  For example, if a Participant
     designates his spouse as his sole primary
     Beneficiary and his three children as equal
     contingent Beneficiaries, and if his spouse
     survives the Participant and begins to receive
     distributions from the Participant's Account
     pursuant to the terms of this Plan, but dies
     before receiving all of the distributions to which
     she is entitled, any remaining distributions shall
     be paid to the spouse's estate and not to the
     Participant's contingent Beneficiaries.

                      ARTICLE VII

              Administration of the Plan

     7.01.  Appointment of Separate Administrator.  The
Company shall be the Administrator of the Plan, unless
the Company designates an individual or individuals to
administer the Plan on its behalf.  Persons serving as
Administrator may resign by written notice to the
Company and the Company may appoint or remove such
persons.  An Administrator consisting of more than one
person (for example, a committee of individuals) shall
act by a majority of its members at the time in office.
An Administrator consisting of more than one person may
authorize any one or more of its members to execute any
document or documents on behalf of the Administrator,
in which event the Administrator shall notify the
Company of the member or members so designated.  The
Company shall accept and rely upon any document
executed by such member or members as written evidence
of such designation.  No person serving as
Administrator shall vote or decide upon any matter
relating solely to himself or solely to any of his
rights or benefits pursuant to the Plan.

     7.02.  Powers and Duties.  The Administrator shall
administer the Plan in accordance with its terms.  The
Administrator shall have full and complete authority
and control with respect to Plan operations and
administration unless the Administrator allocates and
delegates such authority or control pursuant to the
procedures stated in Subsection 7.02(b) or (c), below.
Any decisions of the Administrator or its delegate
shall be final and binding upon all persons dealing
with the Plan or claiming any benefit under the Plan.
The Administrator shall have all powers which are
necessary to manage and control Plan operations and
administration including, but not limited to, the
following:

          (a)  To employ such accountants, counsel, or
     other persons as it deems necessary or desirable
     in connection with Plan administration.  The
     Company shall bear the costs of such services and
     other administrative expenses.

          (b)  To designate in writing persons other
     than the Administrator to perform any of its
     powers and duties hereunder.

<PAGE>
          (c)  The discretionary authority to construe
     and interpret the Plan, including the power to
     construe disputed provisions.

          (d)  To resolve all questions arising in the
     administration, interpretation, and application of
     the Plan including, but not limited to, questions
     as to the eligibility or the right of any person
     to a benefit.

          (e)  To adopt such rules, regulations, forms,
     and procedures from time to time as it deems
     advisable and appropriate in the proper
     administration of the Plan.

          (f)  To prescribe procedures to be followed
     by any person in applying for distributions
     pursuant to the Plan and to designate the forms or
     documents, evidence, and such other information as
     the Administrator may reasonably deem necessary,
     desirable, or convenient to support an application
     for such distribution.

     7.03.  Records and Notices.  The Administrator
shall maintain all books of accounts, records, and
other data as may be necessary for proper Plan
administration.

     7.04.  Compensation and Expenses.  The expenses
incurred by the Administrator in the proper
administration of the Plan shall be paid by the
Company.  An Administrator who is an Employee shall not
receive any additional fee or compensation for services
rendered as an Administrator.

     7.05.  Limitation of Authority.  The Administrator
shall not add to, subtract from, or modify any of the
terms of the Plan, change or add to any benefits
prescribed by the Plan, or waive or fail to apply any
Plan requirement for benefit eligibility.

     7.06.  Claim and Appeal Procedures.  Any
Participant or Beneficiary, or the duly authorized
representative of either such person (a "Claimant") may
file a written claim with the Administrator if he
believes he is being denied any rights or benefits
under the Plan.  The Claimant must file any such claim
by certified mail, return receipt requested, to the
address for notice contained in Section 8.04 hereof.
If the Claimant's claim is wholly or partially denied,
the Administrator will notify him of its decision on
the claim in writing.  The Administrator's notice to
the Claimant will be given to the Claimant within 90
days after the Administrator receives his claim (or
within 180 days, if special circumstances require an
extension of time for processing his claim, and if the
Administrator notifies the Claimant, in writing, within
the initial 90-day period, of such extension and
circumstances).  If the Administrator's notice is not
provided to the Claimant within such period, the claim
will be considered denied as of the last day of the
period and the Claimant may request an appeal of his
denied claim.  The Administrator's notice to the
Claimant will set forth:

<PAGE>
          (a)  The specific reasons for the denial;

          (b)  Specific references to pertinent Plan
     provisions on which the Administrator based its
     denial;

          (c)  A description of any additional material
     and information necessary for the Claimant to
     perfect his claim and an explanation of why the
     material or information is necessary; and

          (d)  That if the Claimant wishes to appeal
     the denial of his claim, he may file a written
     appeal with the Administrator, by certified mail,
     return receipt requested, to the address for
     notice contained in Section 8.04 hereof, within 60
     days after he receives the Administrator's written
     notice of the denial of his claim.  The
     Administrator's written notice of the denial of
     his claim will also inform the Claimant that if he
     fails to appeal the Administrator's denial of his
     claim, in writing, within the 60-day period for
     filing such appeals, the Administrator's denial of
     his claim will become final, binding, and
     conclusive upon the expiration of such 60-day
     period.  The Administrator's written notice of the
     denial of the Claimant's claim must identify the
     persons who serve as the Administrator and the
     name and address of the Administrator to whom the
     Claimant may file his appeal.

     Within the 60-day period described in
Section 7.06(d) above, the Claimant (or his duly
authorized representative) may (i) file a written
appeal with the Administrator for a review of his
denied claim and of pertinent documents, and
(ii) submit written issues and comments to the
Administrator.  The Administrator will notify the
Claimant (or his duly authorized representative) of its
decision in writing.  Such notice will be written in a
manner calculated to be understood by such person and
will contain specific references to pertinent Plan
provisions.  The Administrator's decision on appeal
will be made within 60 days after the Administrator
receives the Claimant's written appeal (or within 120
days, if special circumstances require an extension of
time for processing the appeal, such as an election by
the Administrator to hold a hearing, and if written
notice of such extension and circumstances is given by
the Administrator to such person within the initial 60-
day period).  If the Administrator does not make its
decision on appeal within such period, the Claimant's
claim will be considered denied.

                     ARTICLE VIII

                  General Provisions

     8.01.  Assignment.  No Participant or Beneficiary
may sell, assign, transfer, encumber, or otherwise
dispose of the right to receive payments hereunder.  A
Participant's rights to benefit payments under the Plan
are not subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by creditors of
a Participant or a Beneficiary.

<PAGE>

     8.02.  Employment Not Guaranteed by Plan.  The
establishment of this Plan and the Company's
designation of an eligible Employee as a Participant,
shall not give any Participant the right to continued
Employment or limit the right of the Company to dismiss
or impose penalties upon the Participant or modify the
terms of his Employment.

     8.03.  Termination and Amendment.  The Company may
at any time terminate, suspend, alter, or amend this
Plan and no Participant or any other person shall have
any right, title, interest, or claim against the
Company, its directors, officers, or employees for any
amounts, except that (i) the Participant shall be fully
vested in his Account hereunder as of the date on which
the Plan is terminated or suspended if he has met the
vesting requirements contained in Article V hereof,
(ii) no amendment shall eliminate the crediting of an
investment return on an Account prior to the complete
distribution thereof or provide for a distribution
method which accelerates the timing of distributions
hereunder without the consent of a Participant, and
(iii) subsequent to a Change of Control, unless a
majority of the holders of Account balances agree to
the contrary, the Company or the Administrator may not
alter (a) the choice of investments in the Investment
Election as in effect immediately before the Change of
Control, and (b) the payout options contained in the
Payment Election Form as in effect immediately before
the Change of Control.

     8.04.  Notice.  Any and all notices, designations
or reports provided for herein shall be in writing and
delivered personally or by certified mail, return
receipt requested, addressed, in the case of the
Company, to the Secretary of the Company at 130 South
Cedar Street, Manistique, Michigan 49854; in the case
of the Administrator, to the Administrator, in care of
the Secretary of the Company, at such address; and, in
the case of a Participant or Beneficiary, to his home
address as shown on the records of the Company.  The
addresses referenced herein may be changed by a notice
delivered in accordance with the requirement of this
Section 8.04.

     8.05.  Limitation on Liability.  In no event shall
the Company, Administrator, or any employee, officer,
or director of the Company incur any liability for any
act or failure to act unless such act or failure to act
constitutes a lack of good faith, willful misconduct,
or gross negligence with respect to the Plan or the
trust established in connection with the Plan.

     8.06.  Indemnification.  The Company shall
indemnify the Administrator and any employee, officer,
or director of the Company against all liabilities
arising by reason of any act or failure to act unless
such act or failure to act is due to such person's own
gross negligence or willful misconduct or lack of good
faith in the performance of his duties to the Plan.
Such indemnification shall include, but not be limited
to, expenses reasonably incurred in the defense of any
claim, including reasonable attorney and legal fees,
and amounts paid in any settlement or compromise;
provided, however, that indemnification shall not occur
to the extent that it is not permitted by applicable
law.  Indemnification shall not be deemed the exclusive
remedy of any person entitled to indemnification
pursuant to this section.  The indemnification provided
hereunder shall continue as to a person who has ceased
acting as a director, officer, member, agent, or
employee of the Administrator or as an officer,
director, or employee of the Company and such person's
rights shall inure to the benefit of his heirs and
representatives.

<PAGE>

     8.07.  Headings.  All articles and section
headings in this Plan are intended merely for
convenience and shall in no way be deemed to modify or
supplement the actual terms and provisions stated
thereunder.

     8.08.  Severability.  Any provision of this Plan
prohibited by law shall be ineffective to the extent of
any such prohibition, without invalidating the
remaining provisions hereof.  The illegal or invalid
provisions shall be fully severable and this Plan shall
be construed and enforced as if the illegal or invalid
provisions had never been inserted in this Plan.