Exhibit 10.2

                    Amended and Restated EMPLOYMENT AGREEMENT

This Amended and Restated Employment  Agreement (this "Agreement"),  dated as of
June 30, 1997, is made by and among Springfield Institution for Savings, a state
chartered  stock savings bank organized  under the laws of the  Commonwealth  of
Massachusetts, having its principal; offices at 1441 Main Street, P.O. Box 3034,
Springfield,  Massachusetts  01102-3034 (the "Bank"),  and F. William  Marshall,
Jr., residing at 87 Ely Road,  Longmeadow,  MA 01106 (the "Executive") and shall
be effective as of the above date (the "Effective Date").

Recitals:
A. The Executive is employed as President & Chief Executive Officer by the Bank,
having  previously  entered into an "Employment  Agreement"  with the Bank dated
August 23, 1994 (the "Original  Employment  Agreement") which provided the terms
and conditions of such an employment relationship.

B. On June 21, 1996, the Bank  reorganized  into a bank holding  company form of
organization (the "Reorganization"),  where the Bank has become the wholly-owned
subsidiary of SIS Bancorp,  Inc. (the "Holding Company"),  as the parent company
of the Bank. In order to retain the services of the Executive as President & CEO
of the  Bank and  Holding  Company,  the  Board of  Directors  of the Bank  have
determined that it is in the best interests of the Bank to restate and amend the
Original Employment Agreement to update the terms of the Executive's  employment
and to modify the definition of "Change in Control".

C. The  Executive is willing to agree to continue  such  employment on the terms
and conditions outlined herein,

NOW,  THEREFORE,  in return for the mutual covenants herein,  and other good and
valuable  consideration,  the  Bank  and the  Executive  hereby  agree  that the
Original Employment  Agreement is deleted in its entirety and replaced with this
Amended and Restated Employment Agreement as follows.

1.       Definitions.
         1.1  "Affiliate"  means any  person  or entity of any kind  effectively
controlling,  effectively controlled by or effectively under common control with
the Bank.

         1.2 "Board" means the board of directors of the Bank.

         1.3 "Cause"  means  termination  due to the  Executive's  (a)  personal
dishonesty,  (b) incompetence,  (c) willful misconduct,  (d) breach of fiduciary
duty  involving  personal  profit,  (e)  intentional  failure to perform  stated
duties, (f) willful violation of any law, rule or regulation (other than traffic
violations  or  similar  offenses),  or  final  cease-and-desist  order,  or (g)
material breach of any provision of this Agreement.

         1.4 "Change in Control" means, after the date of this Agreement:  

         (i) a change in control of the Bank, or of any parent  holding  company
         of  the  Bank  (the  "Parent  Company")  which  has  its  common  stock
         registered  under the Securities  Exchange Act of 1934, as amended (the
         "Exchange  Act"),  of a nature that would be required to be reported in
         response to Item 1 of a current report on Form 8-K, as in effect on the
         date hereof, pursuant to Section 13 or 15(d) of the Exchange Act ;


<PAGE>

         (ii) a change in  control of the Bank  within the  meaning of 12 U.S.C.
         ss.1817(j),  the  Change  in Bank  Control  Act or any  acquisition  of
         control of the  Parent  Company  by any  company  or person  within the
         meaning of 12 U.S.C.  ss.1841(a)(2),  the Bank  Holding  Company Act of
         1956, as amended, or 12 U.S.C.  ss.1817(j),  the Change in Bank Control
         Act, as applicable;

         (iii)  individuals  who constitute the Board of Directors of the Parent
         Company as of the date of this Addendum (the  "Incumbent  Board") cease
         for any reason,  to  constitute at least a majority  thereof,  provided
         that any person becoming a director subsequent to the effective date of
         this  Addendum  whose  election  was  approved  by a vote  of at  least
         three-quarters of the directors then comprising the Incumbent Board, or
         whose nomination for election by the Parent Company's  shareholders was
         approved by the Parent  Company's  Nominating  Committee  then  serving
         under the Incumbent Board, shall be, for purposes of this clause (iii),
         considered as though he or she was a member of the Incumbent Board, but
         excluding,   for  this  purpose,  any  such  individual  whose  initial
         assumption  of  office  occurs  as a result  of  either  an  actual  or
         threatened  election  contest (as such terms are used in Rule 14a-11 of
         Regulation 14A  promulgated  under the Exchange Act) or other actual or
         threatened solicitation of proxies or consents;

         (iv)  approval  by  the   shareholders  of  the  Parent  Company  of  a
         reorganization,  merger or  consolidation,  or the  consummation of any
         such reorganization, merger or consolidation, other than, in any case a
         reorganization,  merger or  consolidation  with respect to which all or
         substantially  all  of  the  individuals  and  entities  who  were  the
         beneficial owners, immediately prior to such reorganization,  merger or
         consolidation,   of  the  Voting   Interest   in  the  Parent   Company
         beneficially  own,  directly  or  indirectly,  immediately  after  such
         reorganization,  merger or consolidation more than eighty percent (80%)
         of the Voting  Interest of the  corporation  or other entity  resulting
         from such reorganization,  merger or consolidation in substantially the
         same proportions as their respective  ownership,  immediately  prior to
         such reorganization, merger or consolidation, of the Voting Interest in
         the Parent Company;

         (v)  approval  by the  shareholders  of  the  Parent  Company  of (1) a
         complete  liquidation or dissolution of the Parent Company,  or (2) the
         sale or other  disposition of all or substantially all of the assets of
         the  Parent  Company,  or  the  occurrence  of  any  such  liquidation,
         dissolution,  sale or other disposition,  other than, in any case, to a
         Subsidiary,  directly  or  indirectly,  of the Parent  Company,  or any
         affiliate; and/or

         (vi) the  solicitation  of  proxies  from  shareholders  of the  Parent
         Company,  by someone  other than the current  management  of the Parent
         Company  and  without the  approval  of the Board of  Directors  of the
         Parent   Company,   seeking   shareholder   approval   of  a  plan   or
         reorganization,  merger or consolidation of the Parent Company with one
         or more corporations as a result of which the  shareholders'  interests
         in the Parent  Company are actually  exchanged  for or  converted  into
         securities not issued by the Parent Company.

                                       -2-
<PAGE>


         (vii) No failure on the part of the  Executive  to exercise  any rights
         upon the  occurrence of a Change in Control shall be deemed a waiver of
         or  otherwise  impair  the  rights of the  Executive  in respect to any
         subsequent events or circumstances constituting a Change in Control.

         1.5 "Code" means the Internal Revenue Code of 1966, as amended,  and as
in effect from time to time, and/or any successor code thereto.

         1.6 "Date of  Termination"  means the date  specified  in the Notice of
Termination (as defined in Section 6.8 of this  Agreement);  provided,  however,
that if within thirty (30) days after any Notice of  Termination  is given,  the
party  receiving  such  Notice of  Termination  notifies  the other party that a
dispute exists concerning the termination,  the Date of Termination shall be the
date on which the  dispute  is  finally  determined,  either  by mutual  written
agreement  of  the  parties,  by a  binding  arbitration  award,  or by a  final
judgment,  order or decree of a court of competent  jurisdiction,  including all
appeals, unless the time for appeal therefrom has expired and no appeal has been
perfected; provided, further, however, that the Date of Termination shall (a) in
no case be later than the date on which the Term of Employment expires,  and (b)
be  extended  by a notice of dispute  only if such notice is given in good faith
and the party  giving such notice  pursues the  resolution  of such dispute with
reasonable diligence.

         1.7 "Excise Tax" means any excise tax imposed under Section 4999 of the
Code and/or any successor section thereto.

         1.8 "Good Reason"  means,  and shall be deemed to exist if, without the
written consent of the Executive, (a) the Bank (or any Parent for the balance of
this Section 1.8) fails to appoint or reappoint  the  Executive as President and
Chief  Executive  Officer of the Bank,  (b) there  occurs any  reduction of Base
Salary or material  reduction in other  benefits of any  material  change by the
Bank to the Executive's  function,  duties, or responsibilities in effect on the
date hereof and/or as set forth in Section 4.1 of this  Agreement,  which change
would  cause the  Executive's  position  with the Bank to  become  one of lesser
responsibility, importance, or scope from the position and attributes thereof in
effect on the date hereof  and/or as set forth in Section 4.1 of this  Agreement
(and any such  material  change  shall be  deemed a  continuing  breach  of this
Agreement),  (c) there occurs any material breach of this Agreement by the Bank,
(d) a Change in Control  occurs,  or (e) the Bank, if and after a Suspension for
Disability  (as defined in Section  6.2(a)  occurs and after a Change in Control
occurs,  fills the  Executive's  position  (in the  manner  set forth in Section
6.2(b) of this Agreement).

         1.9 "Parent" means any corporation which has a direct or indirect legal
or beneficial  ownership  interest in the Bank, but only if any such corporation
owns or controls, directly or indirectly,  securities possessing at least 50% of
the total combined voting power of all classes of securities of the Bank.

         1.10 "Subsidiary"  means any corporation (other than the Bank) in which
the Bank or any Parent has a direct or indirect  legal or  beneficial  ownership
interest,  but only if the  Bank or the  Parent,  as the  case  may be,  owns or
controls,  directly or  indirectly,  securities  possessing  at least 50% of the
total  combined   voting  power  of  all  classes  of  securities  in  any  such
corporation.                                      

         1.11 "Retirement"  means the termination of the Executive's  employment
with the Bank for any reason by the  Executive  at any time after the  Executive
attains age 65.

                                      -3-
<PAGE>

         1.12  "Voting  Interest"  means  securities  of any class or classes or
other   ownership   interests   having   general  voting  power  under  ordinary
circumstances  to elect  members  of a board of  directors  or  trustees  of any
entity.

         2. Employment.

         2.1  General.  Subject  to the terms and  provisions  set forth in this
Agreement, the Bank, during the Term of Employment, agrees to continue to employ
the  Executive  as  President  and Chief  Executive  Officer of the Bank and the
Executive hereby accepts such continued employment.

         2.2 FDIC  Suspension.  If the Executive is suspended from office and/or
temporarily  prohibited from  participating in the conduct of the Bank's affairs
by a notice  served  under  Section  8(e)(3)  or (g)(1) of the  Federal  Deposit
Insurance Act (12 U.S.C.  Section 1818(e)(3) and (g)(1)), the Bank's obligations
under this Agreement shall be suspended as of the date of service, unless stayed
by  appropriate  proceedings.  If the charges in the notice are  dismissed,  the
Bank's  obligations  under this  Agreement  shall be suspended as of the date of
service, unless stayed by appropriate proceedings.  If the charges in the notice
are  dismissed,  the  Bank  shall  (i)  pay  the  Executive  all or  part of the
compensation  withheld while its contract  obligations were suspended,  and (ii)
reinstate (in whole or in part) any of its obligations which were suspended.

         3. Term of  Employment.  

         3.1 Term. The term of employment under this Agreement shall commence as
of the  Effective  Date  and,  unless  extended  as  provided  below or  earlier
terminated by the Bank or the Executive under Section 6 of this Agreement, shall
continue  until the  third  anniversary  of the  Effective  Date  (the  "Term of
Employment").  As of each anniversary of the date of this Agreement,  a one year
extension of the then Term of Employment shall automatically be effected, unless
either the Bank or the Executive  shall give written  notice to the other party,
not less than four months prior to the anniversary of the date of this Agreement
of the  intent  of  such  party  to  terminate  the  expiration  of the  Term of
Employment.

         3.2 FDIC  Removal.  Notwithstanding  anything  to the  contrary in this
Agreement,  if the  Executive  is removed  and/or  permanently  prohibited  from
participating  in the  conduct of the Bank's  affairs by an order  issued  under
Section  8(e)(4)  or (g)(1) of the  Federal  Deposit  Insurance  Act (12  U.S.C.
Section  1818(e)(4) or (g)(1)) all  obligations of the Bank under this Agreement
shall terminate as of the effective date of the order,  but vested rights of the
Bank and/or the Executive, if any, shall not be affected.

                                      -4-
<PAGE>

         4. Positions, Responsibilities and Duties.

         4.1 Positions and Duties. During the Term of Employment,  the Executive
shall be employed and shall serve as President  and Chief  Executive  Officer of
the  Bank.  In  such   position(s),   the  Executive   shall  have  the  duties,
responsibilities and authorities and authority as determined and designated from
time to time by the Board,  including,  without limitation,  complete management
authority with respect to, and total  responsibility for, the overall operations
and day-to-day business and affairs of the Bank. the Executive shall serve under
the direction and supervision of, and report only to, the Board. Notwithstanding
the  above,  the  Executive  shall not be  required  to  perform  any duties and
responsibilities  (a) which would result in a noncompliance with or violation of
any applicable law, regulation, regulatory bulletin, and/or any other regulatory
requirement  or (b) on a regular basis in any locations  outside the counties of
Berkshire,  Franklin  and  Hampden  or  Hampshire,  unless  agreed  upon  by the
Executive.

         4.2  Attention  to  Duties  and  Responsibilities.  During  the Term of
Employment,  the Executive  shall,  except for periods of absence  occasioned by
illness,  vacation in  accordance  with Section 5.6,  and  reasonable  leaves of
absence  in  accordance  with the  practices  of the Bank as of the date of this
Agreement,  devote  substantially  all of his business  time to the business and
affairs  of the Bank and the  Executive  shall  use his best  efforts,  business
skills,  ability and fidelity to perform  faithfully and  efficiently the duties
and responsibilities contemplated by this Agreement; provided, however, that the
Executive  shall be  allowed,  to the  extent  such  activities  do no present a
conflict  of his  duties  and  responsibilities  hereunder,  (a) to  manage  the
Executive's  personal  affairs,  and (b) (i) to serve on boards or committees of
civic  or  charitable  organizations  or  trade  associations,  and  (ii)  after
obtaining the consent of the Board, as evidenced by a written  resolution of the
Board and under the terms and conditions  specified in any such  resolution,  to
serve  on  the  boards  of   directors   and  trustees  of  companies  or  other
organizations and associations;  provided, further, however, that all offices or
positions  which the Executive  currently holds or has held prior to the date to
this Agreement and those set forth on Exhibit "A", annexed hereto are designated
as currently consented to positions.

         5. Compensation and Other Benefits.

         5.1 Base Salary.  During the Term of  Employment,  the Executive  shall
receive a base  salary of  $360,000.00  per annum  ("Base  Salary")  payable  in
accordance with the Bank's normal payroll  practices.  Such Base Salary shall be
reviewed  at least  annually  by the  Board for  increase  in the  Board's  sole
discretion.  Such  Base  Salary  as  so  increased  shall  then  constitute  the
Executive's  Base Salary as so increased  shall then  constitute the Executive's
"Base Salary" for purposes of this  Agreement.  Notwithstanding  the  foregoing,
after a Change in  Control  occurring  during the Term of  Employment,  the Base
Salary or the Executive shall be increased not less often than once every twelve
calendar  months  increased not less than often than once every twelve  calendar
months  during the Term of  Employment  in an amount  not less than the  average
increase  the  Executive  had  received  in the prior three (3) years or for the
length of the Executive's employment.

         5.2 Annual Bonus. During the Term of Employment, the Executive shall be
entitled to participate in an equitable manner with other executive  officers of
the Bank in such  discretionary  bonus  payment or awards as may be  authorized,
declared,  and paid by the Board to the  Bank's  executive  employees.  No other
compensation  or additional  benefits  provided for in this  Agreement  shall be
deemed a substitute for the  Executive's  right, if any, to receive such bonuses
if, when and as declared by the Board.


                                       -5-

<PAGE>

         5.3  Incentive,  Retirement,  and  Savings  Plans.  During  the Term of
Employment,   the  Executive  shall  participate  in  all  incentive,   pension,
retirement, supplemental retirement, savings, stock option and other stock grant
plans, as well as other employee benefit plans and programs,  if any, maintained
from time to time by the Bank for the benefit of senior  executives and/or other
employees of the Bank.

         5.4  Welfare  Benefit  Plans.  During  the  Term  of  Employment,   the
Executive, the Executive's spouse, if any, and their eligible dependent, if any,
shall  participate  in and be  covered  by all the  welfare  benefit  plans  and
programs, if any, and/or other employees of the Bank.

         5.5 Expense Reimbursement. During the Term of Employment, the Executive
shall be entitled to receive prompt  reimbursement for all reasonable  expenses,
including  reasonable  business  travel  expenses,  incurred by the Executive in
performing  his duties and  responsibilities  hereunder in  accordance  with the
policies  and  procedures  of the Bank as in effect at the time the  expense was
incurred, as the same may be from time to time.

         5.6 Vacation and Fringe  Benefits.  During the Term of Employment,  the
Executive  shall be entitled to five (5) weeks paid  vacation each calendar year
at such times which do not  materially  interfere  with the  performance  of the
Executive's duties hereunder.  In addition,  during the Term of Employment,  the
Executive   shall  be  eligible  to  benefit  from  such  fringe   benefits  and
prerequisites,  if any, in  accordance  with the  policies of the Bank and as in
effect  and  provided  from  time to  time to  senior  executives  of the  Bank.
Notwithstanding the above, the Executive,  during the Term of Employment,  shall
retain, pursuant to current policy and practice of the Bank, all privileges,  if
any, including club memberships and automobile usage of a bank-owned vehicle, to
which he is entitled on the date of this Agreement.

         6. Termination.

         6.1 Termination  Due to Death.  In the event of the  Executive's  death
during the Term of Employment,  the Term of Employment  shall  thereupon end and
his estate or other legal representative,  as the case may be, shall, subject to
Sections 2.2, 3.2, 6.9, 6.11 and 6.12 of this Agreement, only be entitled to:

         (a)(i)(A) Base Salary  Continuation  at the rate in effect (as provided
in Section  5.1 of the  Agreement)  on the Date of  Termination  for a six month
period commencing on such Date of Termination, or (B), if Board so determines in
its sole discretion and in lieu of such six month salary continuation  described
above in (A), a lump sum payment  equal in amount to the  present  value of such
Base Salary continuation  (reasonably  determined using a discount rate equal to
the most recent quote  available  for the one year United  States  Treasury Bill
rate on the Date of  Termination)  payable within thirty business days after the
Date of  Termination,  and (ii) a pro-rata  annual  bonus for the fiscal year in
which such  termination  occurs,  such pro-rata bonus amount to be (I) pro-rated
based on a minimum of six  months  service  during  the fiscal  year of the Bank
(prior to the Date of  Termination),  (II) determined in good faith by the Board
(but in its sole discretion), and (III) if any such bonus is payable, paid on or
about the same date that the  annual  bonus  amounts  payable in respect of such
fiscal year,  in any, to the senior  executives of the Bank are actually paid to
them;

                                       -6-

<PAGE>

         (b) any Base  Salary  accrued,  but not less  than for a period  of six
months to the Date of  Termination or any bonus  actually  awarded,  but not yet
paid as of the Date of Termination;

         (c)  reimbursement for all expenses (under Section 5.5) incurred as the
Date of Termination, but not yet paid as of the Date of Termination;

         (d) payment of the per diem value of any unused  vacation days accruing
during the Term of Employment and the unused,  unaccrued portion of any vacation
days available through the end (but not beyond) of the calendar year of the Bank
in which such termination occurs;

         (e)  any  other  compensation  and  benefits  as  may  be  provided  in
accordance  with the terms and provisions of any applicable  plans and programs,
if any, of the Bank or any Subsidiary; and

         (f)   continuation  of  the  welfare  benefits  of  the  Executive  and
Executive's dependents,  or any of the same, at the level in effect (as provided
for by Section 5.4 of this  Agreement) on, and at the same out-of pocket cost to
the  Executive  as of,  the  Date  of  Termination  for a six (6)  month  period
commencing on the Date of Termination (or, if such continuation is not permitted
by applicable law or if the Board so determines in its sole discretion, the Bank
shall provide the economic equivalent in lieu thereof);

         (g) any rights to indemnification in accordance with Section 11 of this
Agreement.

         6.2 Suspension for Disability.

         (a) If, during the Term of  Employment,  the Executive  shall have been
absent  from his duties  with the Bank on a  full-time  basis due to physical or
mental  illness for six (6)  consecutive  months,  the Bank may give thirty (30)
days written  notice of potential  suspension.  If the Executive  shall not have
returned to the full-time  performance  of his duties within such 30-day period,
the Bank may suspend the Executive's  employment for "Disability" (a "Suspension
for Disability").

         (b)  If  a  Suspension  for  Disability   occurs  during  the  Term  of
Employment,  the Bank  will  pay the  Executive  a  bi-weekly  payment  equal to
two-thirds  (2/3)  of the  Executive's  bi-weekly  rate  of Base  Salary  on the
effective date of the Suspension for  Disability.  These payments shall commence
on the effective date of the Executive's  Suspension for Disability and will end
on the earlier of (i) Date the Executive returns to full-time  employment of the
Bank; (ii) the Executive's  equivalent full-time employment by another employer;
(iii) the Executive's retirement; (iv) the Executive's death; or (v) the Term of
Employment.  After a Suspension for Disability occurs, the Bank shall be free to
fill the Executive's  position,  but such action by the Bank,  shall  constitute
Good Reason if it occurs  after a Change in Control.  Upon the  Executive  being
able to return to  full-time  employment  before the  expiration  of the Term of
Employment,  the Executive shall be offered an equivalent available position and
otherwise  be  subject  to the  provisions  of this  Agreement.  The  disability
payments hereunder will be in addition to any benefit payable from any qualified
or non-qualified retirement plans or programs maintained by the Bank but will be
reduced by payments  received  by the  Executive  on account of such  disability
under any long-term disability plan maintained for the Bank's

                                       -7-

<PAGE>

employees or maintained by the Executive.  The Executive shall maintain any such
disability insurance during the Term of Employment.

         (c) During the Term of Employment,  the Bank will cause to be continued
life and health coverage and such other benefits substantially  identical to the
coverage  and benefits  maintained  by the Bank for the  Executive  prior to the
occurrence of any Suspension for Disability.

         (d)  Notwithstanding  the foregoing,  there will be no reduction in the
compensation  (except as otherwise  provided in Section 6.2(b)  above),  accrued
benefits  or pension  granted or accruing  to the  Executive  during the Term of
Suspension. Nothing in this Section 6.2 shall abrogate or limit other provisions
of this Agreement  granting rights to the Executive or the Executive's spouse or
the  Executive's   estate  following  death,   retirement  or  termination,   if
applicable.

         (e)  continuation  of the  welfare  benefits of the  Executive  and the
Executive's dependents,  or any of the same, at the level in effect (as provided
for by Section 5.4 of this  Agreement) on, and at the same out-of pocket cost to
the Executive as of, the Date of  Termination  (or if such  continuation  is not
permitted by applicable law or if the Board so determines in its discretion, the
Bank shall provide the economic equivalent in lieu thereof).

         6.3  Termination  by the Board for Cause.  The Board may  terminate the
Executive's  employment  hereunder for Cause,  as provided  below.  If the Board
terminates  the  Executive's   employment  hereunder  for  Cause,  the  Term  of
Employment (if not already  expired) shall  thereupon end as set forth below and
the  Executive  shall,  subject to Sections 2.2, 3.2, 6.9, 6.11 and 6.12 of this
Agreement, only be entitled to:

         (a) Base Salary up to and including the Date of Termination;

         (b) any bonuses  actually  awarded,  but not yet paid as of the Date of
Termination;

         (c)  reimbursement  for all expenses (under Section 5.5) incurred as of
the Date of Termination, but not yet paid as of the Date of Termination;

         (d) payment of the per diem value of any unused  vacation days accruing
during the Term of  Employment  and, to the extent not  prohibited by applicable
law, regulation,  regulatory bulletin,  and/or any other regulatory requirement,
as the same  exists or may  hereafter  be  promulgated  or amended  the  unused,
unaccrued  portion of any vacation days  available  through the end and (but not
beyond) of the calendar year of the Bank in which such termination occurs;

         (e) to  the  extent  not  prohibited  by  applicable  law,  regulation,
regulatory bulletin, and/or any other regulatory requirement, as the same exists
or may hereafter be promulgated or amended,  any other compensation and benefits
as may be provided in accordance with the term sand provisions of any applicable
plans and programs, if any, of the Bank or any Subsidiary; and

                                       -8-

<PAGE>



         (f) any rights to indemnification in accordance with Section 11 of this
Agreement.

In each  case,  in  determining  Cause  the  alleged  acts or  omissions  of the
Executive  shall be  measured  against  standards  generally  prevailing  in the
banking industry generally and the ultimate existence of Cause must be confirmed
by no less than 51% of the Incumbent  Board (as  constituted in accordance  with
Section  1.4(c)  of  this  Agreement)  at a  meeting  prior  to any  termination
therefor;  provided,  however,  that it shall be the Bank's  burden to prove the
alleged facts an omissions and the  prevailing  nature of the standards the Bank
shall have alleged are violated by such acts and/or  omissions of the Executive.
In the event of such a confirmation by 51% or more of the Board,  the Bank shall
notify  the  Executive  that the  Bank  intends  to  terminate  the  Executive's
employment  for Cause  under this  Section  6.3 (the  Executive's  "Confirmation
Notice"). The Confirmation Notice shall specify the act, or acts, upon the basis
of which the Board has confirmed the existence of Cause and must be delivered to
the Executive within ninety (90) days after a majority of the Board  (excluding,
if applicable,  the Executive) has actual knowledge of the events giving rise to
such purported  termination.  If the Executive notifies the Bank in writing (the
"Opportunity  Notice")  within thirty (30) days after the Executive has received
the Confirmation Notice, the Executive (together with counsel) shall be provided
one  opportunity  to meet with the Board (or a  sufficient  quorum  thereof)  to
discuss such act or acts. Such opportunity to meet with the Board shall be fixed
and shall  occur on a date  selected by the Board (such date being not less than
ten (10) nor  more  than  forty-five  (45)  days  after  the Bank  receives  the
Opportunity  Notice from the  Executive).  Such meeting  shall take place at the
principal  offices  of the  Bank or such  other  location  as  agreed  to by the
Executive  and the  Bank.  During  the  period  commencing  on the date the Bank
receives the Opportunity  Notice and ending on the date next succeeding the date
on which such meeting  between the Board (or sufficient  quorum thereof) and the
Executive is scheduled to occur and not withstanding anything to the contrary in
this  Agreement,  the Executive shall be suspended from employment with the Bank
(with pay to the extent not prohibited by applicable law, regulation, regulatory
bulletin,  and/or any other  regulatory  requirement,  as the same exists or may
hereafter be  promulgated  or amended)  and the same exists or may  hereafter be
promulgated  or  amended)  and the Board may,  during  such  suspension  period,
reasonably limit the Executive's  access to the principal offices of the Bank or
any of its assets.  If the Board  properly  sets the date of such meeting and if
the Board (or a  sufficient  quorum  thereof)  attends  such meeting and in good
faith  does not  rescind  its  confirmation  of Cause at such  meeting or if the
Executive  fails  to  attend  such  meeting  for  any  reason,  the  Executive's
employment by the Bank shall,  immediately upon the closing for such meeting and
the delivery to the Executive of the Notice of  Termination,  be terminated  for
Cause under this  Section 6.3. If the  Executive  does not respond in writing to
the  Confirmation  Notice in the manner and within the time period  specified in
this  Section  6.3,  the  Executive's  employment  with the Bank  shall,  on the
thirty-first day after the receipt by the Executive of the Confirmation  Notice,
be  terminated  for Cause  under this  Section  6.3. In the event of any dispute
hereunder,  Executive  shall  be  entitled,  to the  extent  not  prohibited  by
applicable law, regulation, regulatory bulletin, and/or any other regulatory, as
the same exists or may hereafter be promulgated or amended, until the earlier to
occur of (i) the Date of  Termination,  (ii) the expiration of the current state
Term of  Employment,  or (iii) the  resolution  of such  dispute  to (A) be paid
bi-weekly his then Base Salary,  and (b) continue to receive all other benefits;
and there shall be no reduction  whatsoever of any amounts  subsequently paid to
the Executive upon  resolution of such dispute as a result of, or in respect to,
such interim  payments or coverage.  The procedure set forth in this Section 6.3
to  determine  the  existence  of Cause  shall at all  times be  subject  to the
requirements of applicable law, regulation, regulatory bulletin or other 
regulatory requirements.


                                      -9-

<PAGE>
         
         6.4  Termination  Without  Cause  or for  Good  Reason.  The  Bank  may
terminate the Executive's  employment  hereunder at any time without Cause.  The
Executive may terminate his employment  hereunder for Good Reason at any time by
delivery or written  notice to the Bank within the six-month  period  commencing
after the  occurrence of the Good Reason  effective  forty-five  (45) days after
such  written  notice  is  delivered.  If the Bank  terminates  the  Executive's
employment  hereunder  without  Cause  (other  than  due to  Retirement,  death,
Disability or the normal  expiration of the full Term of Employment),  or if the
Executive  terminates  his  employment  hereunder  for Good Reason,  the Term of
Employment shall thereupon end (if not already expired) and the Executive shall,
subject to Sections 2.2, 3.2, 6.9,  6.11,  and 6.12 of this  Agreement,  only be
entitled to:

         (a) as liquidated  damages,  a cash lump sum equal to two (2) times the
Executive's "Highest Annual Compensation" (as herein defined),  provided that if
the Executive terminates for Good Reason following a Change in Control, the cash
lump sum  shall be equal to three  (3) times  the  Executive's  "Highest  Annual
Compensation".  For purposes of this Agreement,  "Highest  Annual  Compensation"
shall mean the sum of (i) the  highest per annum rate of Base  Salary,  and (ii)
the aggregate  bonus amounts paid to the Executive or which would have been paid
but for an  election  to defer  payment  to a later  period),  in respect to any
fiscal year of the Bank at any time during the Term of Employment;

         (b) any Base  Salary  accrued to the Date of  Termination  or any bonus
actually awarded, but not yet paid as of the Date of Termination;

         (c)  reimbursement  for all expenses (under Section 5.5) incurred as of
the Date of Termination, but not yet paid as of the Date of Termination;

         (d) payment of the per diem value of any unused  vacation days accruing
during the Term of Employment and the unused,  unaccrued portion of any vacation
days available through the end (but not beyond) of the calendar year of the Bank
in which such termination occurs;

         (e)   continuation  of  the  welfare  benefits  of  the  Executive  and
dependents,  or any of the  same,  at the level in effect  (as  provided  for by
Section 5.4 of this  Agreement) on, and at the same  out-of-pocket  costs to the
Executive as of, the Date of Termination for the three-year period commencing on
the Date of Termination (or, if such continuation is not permitted by applicable
law or if the Board so determines in its sole discretion, the Bank shall provide
the  economic  equivalent  in lieu  thereof);  (f) any  other  compensation  and
benefits as may be provided in accordance  with the terms and  provisions of any
applicable plans or programs, if any, of the Bank or any Subsidiary; and

         (g) any rights to indemnification in accordance with Section 11 of this
Agreement.

In the event of any dispute hereunder, the Executive shall be entitled until the
earlier  to occur of (i) the Date of  Termination,  (ii) the  expiration  of the
current  stated Term of  Employment,  or (iii) the resolution of such dispute to
(A) be paid  bi-weekly  his then Base  Salary,  and (B)  continue to receive all
other  benefits;  and there  shall be no  reduction  whatsoever  of any  amounts
subsequently  paid to the Executive upon  resolution of such dispute as a result
of, or in respect to, such interim payments or coverage.

                                      -10-

<PAGE>

         6.5 Voluntary Termination. During the Term of Employment, the Executive
may effect,  upon sixty (60) days prior written  notice to the Bank, a Voluntary
Termination of his employment hereunder and thereupon the Term of Employment (if
not  already  expired)  shall  end.  A  "Voluntary  Termination"  shall  mean  a
termination of employment by the Executive on his own initiative  other than (a)
a termination due to death or Disability, (b) a termination for Good Reason, (c)
a termination due to Retirement,  or (d) a termination as a result of the normal
expiration  of the full  Term of  Employment.  A  Voluntary  Termination  shall,
subject to Section 2.2, 3.2, 6.9, 6.11 and 6.12 of this  Agreement,  entitle the
Executive only to all of the payments and benefits which the Executive  would be
entitled  to in the event of a  termination  of his  employment  by the Bank for
Cause.

         6.6  Termination  Due to  Retirement.  The  Executive may terminate the
Executive's  employment  hereunder due to Retirement upon thirty (30) days prior
written notice to the Bank. If, during the Term of Employment,  the  Executive's
employment  is so terminated  due to  Retirement,  the Term of Employment  shall
thereupon and the Executive  shall,  subject to Sections 2.2, 3.2, 6.9, 6.11 and
6.12 of this Agreement, only be entitled to;

         (a) Base Salary up to and including the Date of Termination;

         (b) any  bonus  actually  awarded,  but not yet  paid as of the Date of
Termination;

         (c)  reimbursement  for all expenses (under Section 5.5) incurred as of
the Date of Termination, but not yet paid as of the Date of Termination.

         (d)(i)  continuation of the Executive's  welfare benefits (as described
in  Section  5.4 of this  Agreement)  at the  level  in  effect  on the  Date of
Termination for the one-year period following the termination of the Executive's
employment  due to  Retirement  (or, if such  continuation  is not  permitted by
applicable  law or if the Board so determines in its sole  discretion,  the Bank
shall  provide the  economic  equivalent  in lieu  thereof),  and (ii) any other
compensation  and benefits as may be provided in  accordance  with the terms and
provisions  of any  applicable  plans and  programs,  if any, or the Bank or any
Subsidiary;

         (e) payment of the per diem value of any unused  vacation days accruing
during the Term of Employment and the unused,  unaccrued portion of any vacation
days available through the end (but not beyond) of the calendar year of the Bank
in which such termination occurs; and

         (f) any rights to indemnification in accordance with Section 11 of this
Agreement.

         6.7 No  Mitigation;  No  Offset.  In the  event of any  termination  of
employment  under this Section 6, the Executive  shall be under no obligation to
seek other employment or

                                      -11-

<PAGE>



to  mitigate  damages  and there  shall be no offset  against any amounts due to
Executive under this Agreement for any reason, including, without limitation, on
account of any remuneration  attributable to any subsequent  employment that the
Executive may obtain.  Any amounts due under this Section 6 are in the nature of
severance payments, or liquidated damages, or both, and are not in the nature of
a penalty.

         6.8  Notice  of   Termination.   Any  termination  of  the  Executive's
employment  under this  Section 6  requiring  advance  written  notice  shall be
communicated  by a notice of  termination  to the other  party  hereto  given in
accordance  with Section 12.3 of this Agreement  (the "Notice of  Termination").
The Notice of  Termination,  in the case of a termination by the Bank for Cause,
or a  termination  by the  Executive  for Good  Reason,  shall (a)  indicate the
specific termination  provision in this Agreement relied upon, and (b) set forth
in reasonable  detail the dates,  facts and  circumstances  claimed to provide a
basis for  termination  of the  Executive's  employment  under the  provision so
indicated.

         6.9 Code Section 280G Coverage. Notwithstanding any other provisions of
this  Agreement  or of any other  agreement,  contract,  understanding,  plan or
program  entered  into or  maintained  by the Bank,  if any  payment  or benefit
received or to be received by the Executive in connection  with the  termination
of the  Executive's  employment  pursuant  to a Change in  Control,  any  amount
payable  under  this  Agreement  or any other  payments  to which  Executive  is
entitled under any benefit plan,  option or stock grant plan,  incentive plan or
other agreement with the Bank constitute "excess parachute payments" (as defined
in Section 280G of the Internal  Revenue Code of 1986, as amended (the "Code")),
the Bank shall pay to the Executive an  additional  sum equal to: (i) the excise
tax  imposed  by  Section  4999 of the  Code on the  excess  parachute  payments
(including  any  payments  made  pursuant  to  this  sentence),   and  (ii)  the
Executive's  federal,  state and local income and payroll taxes imposed upon the
payments made pursuant to this sentence.

         6.10  Payment.  Except as  otherwise  provided in this  Agreement,  any
payments  to which the  Executive  shall be  entitled  to under this  Section 6,
including,  without limitation, any economic equivalent of any benefit, shall be
made, to the extent  practicable,  within five (5) business  days  following the
Date of Termination.

         6.11 Bank Regulatory Limitations.

         6.11.1 Any payments made to the Executive  pursuant to this  Agreement,
or  otherwise,  are subject to and  conditioned  upon their  compliance  with 12
U.S.C. Section 1828(k) and any regulations promulgated thereunder.

         6.11.2 To the extent required by applicable law, regulation, regulatory
bulletin,  and/or any other regulatory requirement,  the aggregate amount and/or
value of the Compensation paid as a result of any termination of the Executive's
employment with the Bank,  regardless of the reason for any such  termination of
employment,  shall not exceed the limit  prescribed by  applicable  law, rule or
regulation.

  
 
                                      -12-

<PAGE>

         6.12 Other Required Provisions.

         6.12.1 If the Bank is in default (as defined in Section  3(x)(1) of the
Federal  Deposit  Insurance  Act), all  obligations  under this Agreement  shall
terminate as of the date of default,  but this  Section  6.12.1 shall not affect
the vested rights of the Bank and/or Executive, if any.

         6.12.2 All obligations under this Agreement shall be terminated, except
to the extent  determined  that  continuation of this Agreement is necessary for
the  continued  operation  of  the  Bank,  (i) by  the  director,  or his or her
designee,  at the time the Federal Deposit Insurance  Corporation enters into an
agreement to provide  assistance to or on behalf of the Bank under the authority
contained in Section 13(c) of the Federal Deposit  Insurance Act; or (ii) by the
director,  or  his  designee,  at the  time  director,  or his or her  designee,
approves a supervisory  merger to resolve  problems  related to operation of the
Bank or when the Bank is  determined  by such  director  to be in an  unsafe  or
unsound condition.  Any rights of the parties that have already vested, however,
shall not be affected by any such actions.

         6.13 Post  Termination  Obligations.  During the Term of Employment and
for one (1) full year after the expiration or termination thereof, or subject to
ordinary court process,  the Executive shall,  upon reasonable  notice,  use his
reasonable best efforts to cooperate with the Bank by providing such information
and  assistance to the Bank as may be reasonably be required by the Bank and the
Bank's  expense in connection  with any litigation not commenced by or involving
the Executive in which the Bank or any of its  Subsidiaries or Affiliates is, or
may become, a party.

         7. Non-exclusivity of Rights; Non-extension Severance.

         7.1 Other  Benefits.  Except as is otherwise  specifically  provided in
this  Agreement,  the  Executive's  continuing  or future  participation  in any
benefit, bonus, incentive or other plan or program provided or maintained by the
Bank,  an for which the  Executive  may be  eligible  an  qualify,  shall not be
prevented or limited,  and the  Executive's  rights under any future  agreements
with the Bank and/or any Affiliate,  including,  without  limitation,  any stock
option  agreement  shall no be limited  or  prejudiced.  Subject to Section  7.2
below,  this  Agreement  shall not affect or  operate  to reduce any  benefit or
compensation  inuring to the Executive of a kind elsewhere  provided.  Except as
otherwise  specifically  provided  in  this  Agreement,  no  provision  of  this
Agreement  shall be  interpreted  to mean or result in the  Executive  receiving
fewer benefits than those available to him without reference to this Agreement.

         7.2  Non-extension  Severance.  If (a)(i)  the  Executive's  employment
hereunder is not terminated or suspended  under Sections 6.1, 6.2, 6.3, 6.4, 6.5
or 6.6 of this Agreement prior to the expiration of the Term of Employment, (ii)
any  such  termination  or  suspension  of  the  Executive's  employment  is not
initiated prior to the expiration of the Term of Employment,  or (b) the Term of
Employment is not extended by the Bank, and (c) the Executive's  employment with
the Bank terminates  after the expiration of the Term of Employment  (other than
for Cause), the Executive shall be entitled to receive, in lieu of any severance
payments or severance benefits under any other plan or program maintained by the
Bank or any Affiliate,  (1) Base Salary  continuation  at the rate in effect (as
provided in Section 5.1 of and (2) welfare benefit continuation, at the level in
effect (as  provided for by Section 5.4 of this  Agreement)  on, and at the same
out-of-pocket  cost  to the  Executive  as of,  the  expiration  of the  Term of
Employment, in each case (1) and

                                      -13-

<PAGE>



(2),  for the  greater  of (A)  the  period  ending  six (6)  months  after  the
Executive's employment terminates,  or (B) the period commencing on the date the
Executive's  employment  terminates  and  ending  as of the Term of  Employment.
Notwithstanding the above, if the Board determines in its sole discretion and in
lieu only of such Base Salary continuation in (1), a lump sum payment,  equal to
the present value of such Base Salary continuation  (reasonably determined using
the  discount  rate  specified  in  Section  6.1(a)(1)),  shall  be  paid to the
Executive  within  thirty  (30) days after the date the  Executive's  employment
terminates. Notwithstanding anything to the contrary in this Section 7.2, if (x)
there occurs a Change in Control during the Term of Employment,  (y) the Term of
Employment  is not  extended  by the  Bank  up to  and/or  through  the  Term of
Employment,  and (z) the  Executive's  employment  with the Bank is subsequently
terminated (other than for Cause), the Executive, in lieu of the Base Salary and
welfare  benefits  continuation  under this  Section  7.2 shall be  entitled  to
receive the payments and benefits set forth in Section 6.4 of this Agreement.

         8.  Resolution  of  Disputes.  With the  exception of  proceedings  for
equitable  relief  brought  pursuant  to this  Section  or  Section  9.2 of this
Agreement,  any dispute or controversy  arising under or in connection with this
Agreement  may,  at either  the  Bank's or the  Executive's  option,  be settled
exclusively by arbitration in Springfield,  Massachusetts in accordance with the
rules of the American  Arbitration  Association then in effect and at the Bank's
expense.  Judgment may be entered on the arbitrator's  award in any court having
jurisdiction;  provided,  however,  that the Executive shall be entitled to seek
specific  performance  in  court  of his  right  to be paid  until  the  Date of
Termination  during the pendency of any dispute or controversy  arising under or
in connection with this Agreement. If a claim for any payments or benefits under
this Agreement or any other  provision of this Agreement is disputed by the Bank
and the Executive,  the Executive shall, to the extent and at such time or times
as is not prohibited by applicable law, regulation,  regulatory bulletin, and/or
any  other  regulatory  requirement,  as the  same  exists  or may be  hereafter
promulgated  or  amended,  if the  Executive  is  successful  in his  claim,  be
reimbursed  for all  reasonable  attorney's  fees and  expenses  incurred by the
Executive in pursuing such claim.

         9. Confidential Information.

         9.1  Confidentiality.  The Executive will not, during or after the Term
of Employment,  disclose any confidential  information  relating to the business
activities  of the Bank or any Affiliate  thereof which has not been  previously
disclosed by any person to any person, firm,  corporation,  bank or other entity
for any  reason  or  purpose  whatsoever.  Notwithstanding  the  foregoing,  the
Executive may disclose any knowledge or other  information  relating to banking,
financing  and/or  economic  principles,  concepts  or ideas  which are based on
experience  and which are not derived from the business  plans and activities of
the Bank,  and may disclose such  confidential  information  in connection  with
legal and/or regulatory proceedings.

         9.2 Injunctive Relief.  The Executive  acknowledges and agrees that the
Bank will have no adequate  remedy at law, and would be irreparably  harmed,  if
the  Executive  breaches or  threatens to breach any of the  provisions  of this
Section  9 of this  Agreement.  The  Executive  agrees  that the  Bank  shall be
entitled  to  equitable  and/or  injunctive  relief  to  prevent  any  breach or
threatened breach of this Section 9, and to specific  performance of each of the
terms of such Section in addition to any other legal or equitable remedies

                                      -14-

<PAGE>



that the Bank may have.  The Executive  further agrees that he shall not, in any
equity  proceeding  relating to the  enforcement of the terms of this Section 9,
raise the defense that the Bank has an adequate remedy at law.

         9.3 Special  Severability.  The terms and  provisions of this Section 9
are intended to be separate and divisible provisions and if, for any reason, any
one or more of them is held to be invalid or unenforceable, neither the validity
nor the enforceability of any other provision of this Agreement shall thereby be
affected.

         10. Successors.

         10.1 The  Executive.  This  Agreement is personal to the Executive and,
without the prior express written  consent of the Bank,  shall not be assignable
by the Executive, except that the Executive's rights to receive any compensation
or benefits  under this  Agreement may be transferred or disposed of pursuant to
testamentary  disposition,  intestate  succession  or  pursuant  to a  qualified
domestic  relations  order.  This Agreement shall inure to the benefit of and be
enforceable   by   the   Executive's   heirs,    beneficiaries    and/or   legal
representatives.

         10.2 The Bank.  This  Agreement  shall  inure to the  benefit of and be
binding upon the Bank and its successors and assigns; provided, however, that no
assignment  of this  Agreement  may be made  without the written  consent of the
Executive.

         11.  Indemnification.  The  Executive  (and his  heirs,  executors  and
administrators)  shall  be  indemnified  and  held  harmless  by the Bank to the
fullest extent  permitted by applicable law,  regulation,  regulatory  bulletin,
and/or any other regulatory requirement,  as the same exists or may hereafter be
promulgated  or amended,  against all  expense,  liability  and loss  including,
without limitation, attorney's fees, judgments, fines, excise taxes or penalties
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
the  Executive as a  consequence  of the  Executive  being or having been made a
party  to, or being or having  been  involved,  in any  threatened,  pending  or
completed actin, suit or proceeding, whether civil, criminal,  administrative or
investigative,  by reason of the fact that the  Executive  is or was a  trustee,
director  or officer of the Bank or is or was serving at the request of the Bank
as a trustee,  director or officer of another  corporation  (including,  but not
limited to, a subsidiary or an Affiliate of the bank), and such  indemnification
shall  continue  after the Executive  shall cease to be an officer,  director or
trustee. The right to indemnification conferred hereby shall be a contract right
and shall also include,  to the extent permitted by applicable  regulation,  the
right  to be paid by the  Bank  the  expenses  incurred  in  defending  any such
proceeding  in advance of the final  disposition  upon receipt by the Bank of an
undertaking  by or on behalf of the  Executive to repay such amount or a portion
hereof,  if it shall ultimately be determined that the Executive is not entitled
to be indemnified by the Bank pursuant hereto or as otherwise  authorized by law
but such  repayment  by the  Executive  shall  only be in an  amount  ultimately
determined  to exceed  the  amount to which the  Executive  was  entitled  to be
indemnified.

                                      -15-

<PAGE>

         12. Miscellaneous.

         12.1 Applicable Law. This Agreement shall, to the extent not superseded
by federal law, be governed by and construed in accordance  with the laws of The
Commonwealth of Massachusetts, without regard to principles of conflict of laws.

         12.2 Amendments/Waiver.  This Agreement may not be amended,  waived, or
modified  otherwise than by a written agreement  executed by the parties to this
Agreement or their respective successors and legal representatives. No waiver by
any party to this Agreement of any breach of any term, provision or condition of
this  Agreement  of any  breach  of any term,  provision  or  condition  of this
Agreement by the other party shall be deemed a waiver of a similar or dissimilar
condition or provision at the same time, or any prior or subsequent time.

         12.3 Notices. All notices and other  communications  hereunder shall be
in writing and shall be deemed given when received by hand-delivery to the other
party,  by facsimile  transmission,  by overnight  courier,  or by registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:

            If to the Executive:  F. William Marshall, Jr.
                                  87 Ely Road, Longmeadow, MA 01106

            with a copy to:

            If to the Bank:       Springfield Institution for Savings
                                  1441 Main Street, Springfield, MA 01103
                                  Attention: Chairman- Board of Directors

            with a copy to:       General Counsel

or to such other  address as either  party shall have  furnished to the other in
writing in accordance  herewith.  Notices and communications  shall be effective
when actually received by the addressee.

         12.4 Withholdings. The Bank may withhold from any amounts payable under
this  Agreement  such taxes as shall be required to be withheld  pursuant to any
applicable law or regulation.

         12.5 Severability.  The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or  enforceability  of any other
provision of this Agreement.

         12.6  Captions.  The  captions  of this  Agreement  are not part of the
provisions hereof and shall have no force or effect.

         12.7 Entire  Agreement.  This Agreement  contains the entire  agreement
between the parties to this  Agreement  concerning the subject matter hereof and
supersedes all prior agreements,  understandings,  discussions, negotiations and
undertakings, whether written or oral, between the parties with respect thereto.

                                        -16-

<PAGE>

         12.8  Representation.  The Executive  represents  and warrants that the
performance of the Executive's  duties and obligations under this Agreement will
not violate any agreement  between the  Executive  and any other  person,  firm,
partnership, corporation, or organization.

         12.9 Survivorship. The respective rights and obligations of the parties
to this Agreement,  including,  without limitation,  any rights of the Executive
and the Bank under Section 11 of this  Agreement,  shall survive any termination
of this Agreement or the Executive's  employment hereunder for any reason to the
extent necessary to the intended preservation of such rights and obligations.

         IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and the Bank has caused this  Amended and  Restated  Employment  Agreement to be
executed  in its  name on its  behalf,  and its  corporate  seal to be  hereunto
affixed and attested by its Secretary, all as of the Effective Date.


Attested:                   SPRINGFIELD INSTITUTION FOR SAVINGS

/Michael E. Tucker/         By:  /Henry. J. McWhinnie/
Clerk/Secretary                  Name:  Henry J. McWhinnie
(seal)                           Title:  Senior Vice President-Human Resources

                                /F. William Marshall, Jr./


                                      -17-