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                                                               Exhibit 10.18





                            THE PAWLING SAVINGS BANK


                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


                       (Effective As of October 1, 1994)







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                               TABLE OF CONTENTS

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                                                              Page
                                                              ----
<S>                                                          <C>

Preamble ...................................................... 1

Article  1  --     Definitions ................................ 2

Article  2  --     Eligibility and Participation .............. 4

Article  3  --     Retirement Date ............................ 5

Article  4  --     Supplemental Retirement Benefits ........... 6

Article  5  --     Payment of Benefits ........................ 7

Article  6  --     Modes of Benefit Payment ................... 8

Article  7  --     Death Benefits ............................. 9

Article  8  --     Unfunded Plan ..............................10

Article  9  --     Administration .............................11

Article 10  --     Amendment or Termination ...................13

Article 11  --     General Provisions .........................14

</TABLE>

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                                    PREAMBLE



The Pawling Savings Bank Supplemental Executive Retirement Plan (the "Plan") is
effective as of October 1, 1994. The purpose of the Plan is to permit certain
designated employees of Pawling Savings Bank (the "Bank") to receive
supplemental retirement income from the Bank and adopting affiliated employers
when such amounts would be due under the benefit formula in the tax-qualified
Pawling Savings Bank Retirement Plan, but cannot be paid thereunder due to the
reductions and other limitations imposed by Sections 401(a)(17) and 415 of the
Internal Revenue Code of 1986, as amended.

The Plan is intended to be an unfunded, non-qualified deferred compensation
plan. Neither the Employer, the Committee, nor the individual members of the
Committee shall segregate or otherwise identify specific assets to be applied to
the purposes of the Plan, nor shall any of them be deemed to be a trustee of any
amounts to be paid under the Plan. Any liability of the Employer to any person
with respect to benefits payable under the Plan shall be based solely upon such
contractual obligations, if any, a shall be created by the Plan, and shall give
rise only to a claim against the general assets of the Employer. No such
liability shall be deemed to be secured by any pledge or any other encumbrance
on any specific property of the Employer.



                                       1
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                                   ARTICLE 1

                                  DEFINITIONS



The following words and phrases shall have the meanings hereafter ascribed to
them. Those words and phrases which have limited application are defined in the
respective Articles in which such terms appear.

1.1      "Bank" means the Pawling Savings Bank, Pawling, New York, a wholly
         owned subsidiary of Progressive Bank, Inc. or any successor to the Bank
         by merger, consolidation or otherwise by operation of law.

1.2      "Basic Retirement Plan" means The Retirement Plan of Pawling Savings
         Bank in RSI Retirement Trust, as amended from time to time.

1.3      "Basic Retirement Plan Retirement Benefit" means the benefit paid to a
         Participant under the Basic Retirement Plan and includes benefits
         payable upon Normal Retirement, Early Retirement, Postponed Retirement,
         death or termination of service.

1.4      "Basic Retirement Plan Surviving Spouse Benefit" means the benefit
         payable to a Participant's surviving spouse or eligible children under
         the Basic Retirement Plan upon the Participant's death, if any.

1.5      "Board" means the Board of Directors of the Bank, as duly constituted
         from time to time.

1.6      "Code" means the Internal Revenue Code of 1986, as amended from time to
         time.

1.7      "Committee" means the Plan's administrative committee, as appointed by
         the Board to administer the Plan, as described in Article 9.

1.8      "Compensation" means the base compensation receivable by an Employee
         from the Employer for the calendar year, prior to any reduction
         pursuant to any compensation reduction agreement. Compensation excludes
         contributions made by the Employer to any tax-qualified pension or
         savings plan, or insurance, welfare or other employee benefit plan, as
         well as amounts accrued or paid pursuant to this Plan or any other
         qualified or non-qualified deferred compensation plan or arrangement.

1.9      "Effective Date" means October 1, 1994.

1.10     "Employee" means a person who is an employee of the Employer.

1.11     "Employer" means the Bank and any parent, subsidiary or affiliated
         corporation which, with the approval of the Board and subject to such
         conditions as the Board may impose,


                                       2
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         adopts the Plan, and any successor or successors of any of them.

1.12     "Participant" means an Employee who has been designated by the Employer
         as eligible to participate in the Plan and who becomes a Participant
         pursuant to the provisions of Article 2.

1.13     "Plan" means the Pawling Savings Bank Supplemental Executive Retirement
         Plan, as herein set forth, and as it may hereafter be amended from time
         to time.

1.14     "Plan Year" means the period October 1, 1994 through December 31, 1994
         and each calendar year thereafter within which the Plan is in effect.

1.15     "Retirement Income Benefit" means the deferred compensation retirement
         income benefit provided to Participants and their beneficiaries in
         accordance with the applicable provisions of the Plan.

1.16     "Supplemental Surviving Spouse Benefit" means the survivor death
         benefit payable to a Participant's surviving spouse, pursuant to the
         provisions of Article 7.

Words  importing  males shall be construed  to include  females and the singular
shall be construed to include the plural, and vice versa, wherever appropriate.


                                       3
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                                   ARTICLE 2

                         ELIGIBILITY AND PARTICIPATION



2.1      Upon adoption of the Plan by the Board, the Bank President and any
         other highly compensated Employee or Employees, (within the meaning of
         Section 414(q) of the Code) designated by the Board, who participate in
         the Basic Retirement Plan shall be immediately eligible to participate
         in the Plan with respect to Compensation upon which Plan benefits are
         based, commencing as of the Effective Date, provided the Participant's
         benefits under the Basic Retirement Plan are reduced or restricted by
         reason of the application of the limitations imposed by one or more of
         the following: Section 401(a)(17) of the Code or Section 415 of the
         Code.

         From time to time, the Bank may designate additional Employees who
         participate in the Basic Retirement Plan as participants in the Plan,
         from the class of Employees participating in the Basic Retirement Plan
         who are members of a select group of management Employees or are
         highly compensated Employees. Newly eligible Employees shall
         participate as of the date specified by the Bank's Board.

2.2      The Bank may, from time to time, remove any Participant from
         participation in the Plan; provided, however, that, subject to Section
         11.4, such removal will not reduce the amount of Retirement Income
         Benefit credited to the Participant under the Plan, as determined as of
         the date of such Participant's removal. A Participant so removed shall
         remain a Participant until all benefits are distributed in accordance
         with the provisions of the Plan.


                                       4
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                                   ARTICLE 3

                                RETIREMENT DATE



3.1      A Participant's Retirement Date shall be his or her date of actual
         retirement, which may be a Normal, Early or Postponed Retirement Date,
         whichever is applicable pursuant to the following sections of this
         Article 3. Subject to Section 11.4, each Participant shall be one
         hundred percent (100%) vested in Plan benefits.

3.2      A Participant's Normal Retirement Age shall be the 65th anniversary of
         birth. Such Participant's Normal Retirement Date shall be the date
         coinciding with Normal Retirement Date under the Basic Retirement Plan.

3.3      A Participant may retire on an Early Retirement Date, which shall be
         the date coinciding with the initial distribution of an early
         retirement benefit under the Basic Retirement Plan.

3.4      If a Participant continues in the employment of the Employer beyond
         Normal Retirement Date, the date coinciding with postponed retirement
         under the Basic Retirement Plan shall be the Participant's Postponed
         Retirement Date.


                                       5
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                                   ARTICLE 4

                        SUPPLEMENTAL RETIREMENT BENEFITS



4.1      The supplemental Retirement Income Benefit payable to an eligible
         Participant in the form of a life annuity, commencing on Normal, Early
         or Postponed Retirement Date, as the case may be, shall be equal to the
         difference, effective on or after January 1, 1994, between (a) and (b)
         as stated below:

         (a)      the monthly amount of Basic Retirement Plan retirement income
                  payable upon Normal, Early or Postponed Retirement Date, as
                  the case may be, to which the Participant would have been
                  entitled under the Basic Retirement Plan, if such benefit were
                  calculated under the Basic Retirement Plan without giving
                  effect to the limitations and restrictions imposed by the
                  application of Code Sections 401(a)(17) and 415, or any
                  successor provisions thereto;

         (b)      the monthly amount of Basic Retirement Plan retirement income
                  payable upon Normal, Early or Postponed Retirement Date, as
                  the case may be, actually payable to the Participant under the
                  Basic Retirement Plan, after the limitations and restrictions
                  imposed by the application of Code Sections 401(a)(17) and
                  415, or any successor provisions thereto.

4.2      With respect to eligible Participants who terminate their employment
         other than on a Retirement Date specified in Article 3, the
         supplemental vested Retirement Income Benefit payable in the form of a
         life annuity, commencing on the date the Participant is eligible for a
         vested retirement benefit under the Basic Retirement Plan, shall be
         equal to the difference between (a) and (b) as stated below:

         (a)      the monthly amount of Basic Retirement Plan vested retirement
                  income payable upon termination of service to which the
                  Participant would have been entitled under the Basic
                  Retirement Plan, if such benefit were calculated under the
                  Basic Retirement Plan without giving effect to the limitations
                  and restrictions imposed by the application of Code Sections
                  401(a)(17) and 415, or any successor provisions thereto;

         (b)      the monthly amount of Basic Retirement Plan vested retirement
                  income payable upon termination of service actually payable to
                  the Participant under the Basic Retirement Plan, after the
                  limitations and restrictions imposed by the application of
                  Code Sections 401 (a) (17) and 415, or any successor
                  provisions thereto.


                                       6
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                                   ARTICLE 5

                              PAYMENT OF BENEFITS



5.1      Subject to Section 11.4, Participants shall have a one hundred percent
         (100%) non-forfeitable right to benefits under the Plan.

5.2      The Retirement Income Benefit payable to an eligible Participant,
         commencing upon receipt of a distribution under the Basic Retirement
         Plan, shall, unless an optional mode of payment is elected pursuant to
         Section 6.2, be paid over the same period, to the same persons and in
         the same benefit form as the Participant shall have elected with
         respect to benefits under the Basic Retirement Plan.



                                       7
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                                   ARTICLE 6

                            MODES OF BENEFIT PAYMENT



6.1      Except as otherwise provided in the following paragraph, any Retirement
         Income Benefit and/or Savings Benefit payable under the Plan to a
         Participant, beneficiary, joint or contingent annuitant or eligible
         child, shall be payable in the modes provided by, and subject to the
         provisions of, the Basic Retirement Plan. Retirement Income Benefits
         paid from the Plan in a form other than a life annuity shall be the
         actuarial equivalent of a life annuity, utilizing the actuarial
         equivalent factors set forth in the Basic Retirement Plan and applied
         to obtain the optional mode of payment thereunder.

         The Committee, in its sole discretion and consistent with the best
         interests of the Employer, may distribute any Retirement Income
         Benefit payable under the Plan to a Participant, beneficiary, joint
         or contingent annuitant, or eligible child, as a single lump sum
         benefit, using, the actuarial equivalent factors set forth in the
         Basic Retirement Plan for lump-sum cashouts. In exercising its
         discretion hereunder, the Committee shall not be bound by any
         request by a Participant, beneficiary, joint or contingent
         annuitant, or eligible child, to receive Retirement Income Benefits
         payable under the Plan as a single lump-sum benefit.

6.2      Except with respect to receipt of a lump sum benefit under Section 6.1,
         any election for an optional mode of benefit payment made by a
         Participant under the Basic Retirement Plan shall also be effective
         with respect to any Retirement Income Benefit payable under the Plan to
         a Participant, beneficiary, joint or contingent annuitant, or eligible
         child.

6.3      Except with respect to receipt of a lump sum benefit under Section 6.1,
         payment of any Retirement Income Benefit under the Plan shall commence
         on the same date as payment of a Basic Retirement Plan distribution
         payable to a Participant or beneficiary, and shall terminate on the
         date of last payment of Basic Retirement Plan distribution.

                                       8
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                                   ARTICLE 7

                                 DEATH BENEFITS


7.1      Upon the death of: (i) a Participant who has not terminated from
         employment prior to Retirement Date as defined in Section 3.1, or (ii)
         a Participant who retires on a Retirement Date as defined in Section
         3.1 and dies prior to the complete distribution of Basic Retirement
         Plan Retirement Benefits, benefits shall be payable as set forth in
         Sections 7.2 and 7.3.

7.2      If a Basic Retirement Plan preretirement survivor annuity or post
         retirement survivor annuity, as the case may be, is payable to a
         Participant's surviving spouse or eligible children, if applicable, a
         supplemental preretirement survivor annuity or post retirement survivor
         annuity, as the case may be, shall be payable to the surviving spouse
         or eligible children, if applicable, under the Plan. The monthly amount
         of the Supplemental Surviving Spouse Benefit preretirement survivor
         annuity or post retirement survivor annuity, as the case may be,
         payable to a surviving spouse or eligible children, if applicable,
         shall be equal to the difference between (a) and (b) as stated below:

         (a)      the monthly amount of Basic Retirement Plan preretirement
                  survivor annuity or post retirement survivor annuity, as the
                  case may be, to which the surviving spouse or eligible
                  children, if applicable, would have been entitled under the
                  Basic Retirement Plan, if such benefit were calculated under
                  the Basic Retirement Plan without giving effect to the
                  limitations and restrictions imposed by the application of
                  Code Sections 401(a)(17) and 415, or any successor provisions
                  thereto;

         (b)      the monthly amount of Basic Retirement Plan preretirement
                  survivor annuity or post retirement survivor annuity, as the
                  case may be, actually payable to the surviving spouse or
                  eligible children, if applicable, under the Basic Retirement
                  Plan, after the limitations imposed by the application of Code
                  Sections 401(a)(17) and 415, or any successor provisions
                  thereto.

7.3      The supplemental preretirement survivor annuity or post retirement
         survivor annuity shall be payable over the lifetime of the surviving
         spouse, or to eligible children to the extent provided in the Basic
         Retirement Plan, in monthly installments commencing on the same date as
         payment of the Basic Retirement Plan preretirement survivor annuity or
         post retirement survivor annuity, as the case may be, and shall
         terminate on the date of the last payment of the Basic Retirement Plan
         preretirement survivor annuity or post retirement survivor annuity, as
         the case may be.

7.4      Upon the death of a Participant under the circumstances set forth in
         clauses (i) and (ii) of Section 7.1, if no Basic Retirement Plan
         Surviving Spouse Benefit is payable, no further Retirement Income
         Benefit shall be payable, unless an optional mode has been elected
         pursuant to Article 6.


                                       9
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                                   ARTICLE 8

                                 UNFUNDED PLAN



8.1      The Plan shall be administered as an unfunded plan and is not intended
         to meet the qualification requirements of Sections 401(a) of the Code.
         No Participant or beneficiary shall be entitled to receive any payment
         or benefits under the Plan from the qualified trust maintained in
         connection with the Basic Retirement Plan.

8.2      The Employer shall have the right to establish a reserve, establish a
         grantor trust or make any investment for the purposes of satisfying its
         obligation hereunder for payment of benefits, including, but not
         limited to, investments in one or more registered investment companies
         under the Investment Company Act of 1940, as amended, to the extent
         permitted by applicable law; provided, however, that no Participant or
         beneficiary shall have any interest in such investment, trust, or
         reserve.

8.3      To the extent that any Participant or beneficiary acquires a right to
         receive benefits under the Plan, such rights shall be no greater than
         those rights which guarantee to the Participant or beneficiary the
         strongest claim to such benefits, without resulting in the
         Participant's or beneficiary's, constructive receipt of such benefits.

8.4      A Participant or beneficiary with a Retirement Income Benefit under the
         Plan shall be an unsecured creditor of the Employer as to any benefit
         payable under the Plan.



                                       10
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                                   ARTICLE 9

                                 ADMINISTRATION



9.1      Except for the functions reserved to the Employer or its Board, the
         administration of the Plan shall be the responsibility of the
         Committee. The Committee shall consist of three (3) or more persons
         designated by the Bank. Members of the Committee shall serve for such
         terms as the Bank shall determine and until their successors are
         designated and qualified. Any member of the Committee may resign upon
         at least sixty (60) days written notice to the Bank, or may be removed
         from office by the Bank at any time, with or without notice.

9.2      The Committee shall hold meetings upon notice at such times and places
         as it may determine. Notice shall not be required if waived in writing.
         Any action of the Committee shall be taken pursuant to a majority vote
         at a meeting, or pursuant to the written consent of a majority of its
         members without a meeting, and such action shall constitute the action
         of the Committee and shall be binding in the same manner as if all
         members of the Committee had joined therein. A majority of the members
         of th Committee shall constitute a quorum. No member of the Committee
         shall vote or be counted for quorum purposes on any matter relating
         solely to himself or herself or his or her rights under the Plan. The
         Committee shall record minutes of any actions taken at its meetings or
         of any other official action of the Committee. Any person dealing with
         the Committee shall be fully protected in relying upon any written
         notice, instruction, direction or other communication signed by the
         Secretary of the Committee o by any of the members of the Committee or
         by a representative of the Committee authorized by the Committee to
         sign the same in its behalf.

9.3      The Committee shall have the power and the duty to take all actions and
         to make all decisions necessary or proper to carry out the Plan. The
         determination of the Committee as to any question involving the Plan
         shall be final, conclusive and binding. Any discretionary actions to be
         taken under the Plan by the Committee shall be uniform in their nature
         and applicable to all persons similarly situated. Without limiting the
         generality of the foregoing, the Committee shall have the following
         powers and duties:

         (a)      the duty to furnish to all Participants, upon request, copies
                  of the Plan;

         (b)      the power to require any person to furnish such information as
                  it may request for the purpose of the proper administration of
                  the Plan as a condition to receiving any benefits under the
                  Plan;

         (c)      the power to make and enforce such rules and regulations and
                  prescribe the use of such forms as it shall deem necessary for
                  the efficient administration of the Plan;

         (d)      the power to interpret the Plan, and to resolve ambiguities,
                  inconsistencies and

                                       11
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                  omissions, which findings shall be binding, final and
                  conclusive;

         (e)      the power to decide on questions concerning the Plan in
                  accordance with the provisions of the Plan;

         (f)      the power to determine the amount of benefits which shall be
                  payable to any person in accordance with the provisions of the
                  Plan and to provide a full and fair review to any Participant
                  whose claim for benefits has been denied in whole or in part;

         (g)      the power to designate a person who may or may not be a member
                  of the Committee as Plan "Administrator" for purposes of the
                  Employee Retirement Income Security Act of 1974 (ERISA); if
                  the Committee does not so designate an Administrator, the
                  Committee shall be the Plan Administrator;

         (h)      the power to allocate any such powers and duties to or among
                  individual members of the Committee; and

         (i)      the power to designate persons other than Committee members to
                  carry out any duty or power which would otherwise be a
                  responsibility of the Committee or Administrator, under the
                  terms of the Plan.

9.4      To the extent permitted by law, the Committee and any person to whom it
         may delegate any duty or power in connection with administering the
         Plan, the Bank, any Employer, and the officers and directors thereof,
         shall be entitled to rely conclusively upon, and shall be fully
         protected in any action taken or suffered by them in good faith in the
         reliance upon, any actuary, counsel, accountant, other specialist, or
         other person selected by the Committee, or in reliance upon any tables,
         valuations, certificates, opinions or reports which shall be furnished
         by any of them. Further, to the extent permitted by law, no member of
         the Committee, nor the Bank, any Employer, nor the officers or
         directors thereof, shall be liable for any neglect, omission or
         wrongdoing of any other members of the Committee, agent, officer or
         employee of the Bank or any Employer. Any person claiming benefits
         under the Plan shall look solely to the Employer for redress.

9.5      All expenses incurred prior to the termination of the Plan that shall
         arise in connection with the administration of the Plan (including, but
         not limited to administrative expenses, proper charges and
         disbursements, compensation and other expenses and charges of any
         actuary, counsel, accountant, specialist, or other person who shall be
         employed by the Committee in connection with the administration of the
         Plan), shall be paid by the Employer.


                                       12
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                                   ARTICLE 10

                            AMENDMENT OR TERMINATION



10.1     The Board shall have the power to suspend or terminate the Plan in
         whole or in part at any time, and from time to time to extend, modify,
         amend or revise the Plan in such respects as the Board, by resolution,
         may deem advisable; provided, however, that no such extension,
         modification, amendment, revision, or termination shall deprive a
         Participant or any beneficiary of any benefit accrued under the Plan.

10.2     In the event of a termination or partial termination of the Plan, the
         rights of all affected parties, if any, to benefits accrued to the date
         of such termination or partial termination, shall become nonforfeitable
         to the same extent that such rights would be nonforfeitable if such
         benefits were provided under the Basic Retirement Plan, and such plan
         were terminated on such date.

10.3     No amendment of the Plan shall reduce the vested and accrued benefits,
         if any, of a Participant under this Plan, except to the extent that
         such a reduction would be permitted if such benefits were provided
         under the Basic Retirement Plan.

10.4     In the event of the termination or partial termination of the Plan the
         supplemental Retirement Income Benefit, if any, to which affected
         Participants or their beneficiaries are entitled shall continue to be
         payable.


                                       13
<PAGE>

                                   ARTICLE 11

                               GENERAL PROVISIONS



11.1     The Plan shall not be deemed to constitute an employment contract
         between the Employer and any Employee or other person, whether or not
         in the employ of the Employer, nor shall anything herein contained be
         deemed to give any Employee or other person, whether or not in the
         employ of the Employer, any right to be retained in the employ of the
         Employer, or to interfere with the right of the Employer to discharge
         any Employee at any time and to treat such Employee without any regard
         to the effect which such treatment might have upon such Employee as a
         Participant of the Plan.

11.2     Except as provided in Section 11.4 or as may otherwise be required by
         law, no distribution or payment under the Plan to any Participant or
         beneficiary shall be subject in any manner to anticipation, alienation,
         sale, transfer, assignment, pledge, encumbrance or charge, whether
         voluntary or involuntary, and any attempt to so anticipate, alienate,
         sell, transfer, assign, pledge, encumber or charge the same shall be
         void; nor shall any such distribution or payment be in any way liable
         for or subject to the debts, contracts, liabilities, engagements or
         torts of any person entitled to such distribution or payment. If any
         Participant or beneficiary is adjudicated bankrupt or purports to
         anticipate, alienate, sell, transfer, assign, pledge, encumber or
         charge any such distribution or payment, voluntarily or involuntarily,
         the Committee, in its sole discretion, may cancel such distribution or
         payment or may hold or cause to be held or applied such distribution or
         payment, or any part thereof, to or for the benefit of such Participant
         or beneficiary, in such manner as the Committee shall direct.

11.3     If the Employer determines that any person entitled to payments under
         the Plan is incompetent by reason of physical or mental disability, it
         may cause all payments thereafter becoming due to such person to be
         made to any other person for his or her benefit, without responsibility
         to follow application of amounts so paid. Payments made pursuant to
         this provision shall completely discharge the Plan, the Employer and
         the Committee.

11.4     If the Employer determines that any Participant entitled to payments
         under the Plan is charged with embezzling or otherwise appropriating
         Employer funds for his or her benefit, resulting in the dismissal of
         such Participant, the Employer may cause all payments thereafter
         becoming due to such Participant to be forfeited under the Plan.

11.5     The Employer shall be the sole source of benefits under the Plan, and
         each Employee, Participant, beneficiary, or any other person who shall
         claim the right to any payment or benefit under the Plan shall be
         entitled to look solely to the Employer for payment of benefits.

                                       14
<PAGE>


11.6     If the Employer is unable to make payment to any Participant,
         beneficiary, or any other person to whom a payment is due under the
         Plan, because it cannot ascertain the identity or whereabouts of such
         Participant, beneficiary, or other person after reasonable efforts have
         been made to identify or locate such person (including a notice of the
         payment so due mailed to the last known address of such Participant,
         beneficiary, or other person shown on the records of the Employer),
         such payment and all subsequent payments otherwise due to such
         Participant, beneficiary or other person shall be forfeited twenty-four
         (24) months after the date such payment first became due; provided,
         however, that such payment and any subsequent payments shall be
         reinstated, retroactively, no later than sixty (60) days after the date
         on which the Participant, beneficiary, or other person shall make
         application therefor. Neither the Bank nor the Committee nor any other
         person shall have any duty or obligation under the Plan to make any
         effort to locate or identify any person entitled to benefits under the
         Plan, other than to mail a notice to such person's last known mailing
         address.

11.7     If upon the payment of any benefits under the Plan, the Employer shall
         be required to withhold any amounts with respect to such payment by
         reason of any federal, state or local tax laws, rules or regulations,
         then the Employer shall be entitled to deduct and withhold such amounts
         from any such payments. In any event, such person shall make available
         to the Employer, promptly when requested by the Employer, sufficient
         funds or other property to meet the requirements of such withholding.
         Furthermore, at any time the Employer shall be obligated to withhold
         taxes, the Employer shall be entitled to take and authorize such steps
         as it may deem advisable in order to have the amounts required to be
         withheld made available to the Employer out of any funds or property
         due to become due to such person, whether under the Plan or otherwise.

11.8     The Committee, in its discretion, may increase or decrease the amount
         of any benefit payable hereunder if and to the extent that it
         determines, in good faith, that an increase is necessary in order to
         avoid the omission of a benefit intended to be payable under this Plan
         or that a decrease is necessary in order to avoid a duplication of the
         benefits intended to be payable under this Plan.

11.9     The provisions of the Plan shall be construed, administered and
         governed under applicable federal laws and the laws of the State of New
         York. In applying the laws of the State of New York, no effect shall be
         given to conflict of laws principles.


                                       15