<PAGE>



                      DIRECTOR SUPPLEMENTAL RETIREMENT PLAN

                               DIRECTOR AGREEMENT

     THIS AGREEMENT is made and entered into this      day of               ,
                                                  ----        --------------
2002, by and between The East Carolina Bank, a bank organized and existing under
the laws of the State of North Carolina (hereinafter referred to as the "Bank"),
and                ., a Director of the Bank (hereinafter referred to as the
    ---------------
"Director").

     WHEREAS, the Director is now in the service of the Bank and has for many
years faithfully served the Bank. It is the consensus of the Board of Directors
(hereinafter referred to as the "Board") that the Director's services have been
of exceptional merit, in excess of the compensation paid and an invaluable
contribution to the profits and position of the Bank in its field of activity.
The Board further believes that the Director's experience, knowledge of
corporate affairs, reputation and industry contacts are of such value, and the
Director's continued services so essential to the Bank's future growth and
profits, that it would suffer severe financial loss should the Director
terminate their services;

     ACCORDINGLY, the Board has adopted The East Carolina Bank Director
Supplemental Retirement Plan Director Agreement (hereinafter referred to as the
"Director Plan") and it is the desire of the Bank and the Director to enter into
this Agreement under which the Bank will agree to make certain payments to the
Director upon the Director's retirement or to the Director's beneficiary(ies) in
the event of the Director's death pursuant to the Director Plan;

     FURTHERMORE, it is the intent of the parties hereto that this Director Plan
be considered an unfunded arrangement maintained primarily to provide
supplemental retirement benefits for the Director, and be considered a
non-qualified benefit plan for purposes of the Employee Retirement Security Act
of 1974, as amended ("ERISA"). The Director is fully advised of the Bank's
financial status and has had substantial input in the design and operation of
this benefit plan; and

     NOW THEREFORE, in consideration of services the Director has performed in
the past and those to be performed in the future, and based upon the mutual
promises and covenants herein contained, the Bank and the Director agree as
follows:

I.   DEFINITIONS

     A.   Effective Date:
          --------------

          The Effective Date of the Director Plan shall be November 5, 2001.

<PAGE>

     B.   Plan Year:
          ---------

          Any reference to the "Plan Year" shall mean a calendar year from
          January 1st to December 31st. In the year of implementation, the term
          "Plan Year" shall mean the period from the Effective Date to December
          31st of the year of the Effective Date.

     C.   Retirement Date:
          ---------------

          Retirement Date shall mean the first day of the calendar month
          following the latter of (i) the date in which the Director reaches age
          seventy (70) or (ii) the date upon which the Director actually retires
          from service with the Bank after reaching age seventy (70).

     D.   Termination of Service:
          ----------------------

          Termination of Service shall mean the Director's voluntary resignation
          of service by the Director or the Bank's discharge of the Director
          without cause, prior to the Normal Retirement Age (Subparagraph I
          [I]).

     E.   Index Retirement Benefit:
          ------------------------

          In the event the Director receives the retirement benefit set forth in
          Subparagraph II (A) herein, the Index Retirement Benefit for each
          Director in the Director Plan for each Plan Year shall be equal to the
          excess (if any) of the Index (Subparagraph I [F]) for that Plan Year
          over the Opportunity Cost (Subparagraph I [G]) for that Plan Year,
          divided by a factor equal to 1.18 minus the marginal tax rate.

          In the event the Director elects to receive the benefit set forth in
          Subparagraph II (G) herein, the Index Retirement Benefit for each
          Director in the Director Plan for each Plan Year shall be equal to the
          excess (if any) of the Index (Subparagraph I [F]) for that Plan Year
          over the Opportunity Cost (Subparagraph I [G]) for that Plan Year.

     F.   Index:
          -----

          The Index for any Plan Year shall be the aggregate annual after-tax
          income from the life insurance contract(s) described hereinafter as
          defined by FASB Technical Bulletin 85-4. This Index shall be applied
          as if such insurance contract(s) were purchased on the Effective Date
          of the Director Plan.

                                       2

<PAGE>

          Insurance Company:            Jefferson Pilot Life Insurance Company
          Policy Form:                  Flexible Premium Adjustable Life
          Policy Name:                  ESP VI
          Insured's Age and Sex:        56, Male
          Riders:                       None
          Ratings:                      None
          Option:                       Level
          Face Amount:                  $105,000
          Premiums Paid:                $50,000
          Number of Premium Payments:   Single
          Assumed Purchase Date:        November 5, 2001

          Insurance Company:            Mass Mutual Life Insurance Company
          Policy Form:                  Flexible Premium Adjustable Life
          Policy Name:                  Strategic Life Exec
          Insured's Age and Sex:        56, Male
          Riders:                       None
          Ratings:                      None
          Option:                       Level
          Face Amount:                  $111,500
          Premiums Paid:                $50,000
          Number of Premium Payments:   Single
          Assumed Purchase Date:        November 5, 2001

          If such contracts of life insurance are actually purchased by the
          Bank, then the actual policies as of the dates they were actually
          purchased shall be used in calculations under this Director Plan. If
          such contracts of life insurance are not purchased or are subsequently
          surrendered or lapsed, then the Bank shall receive annual policy
          illustrations that assume the above-described policies were purchased
          or had not subsequently surrendered or lapsed. Said illustration shall
          be received from the respective insurance companies and will indicate
          the increase in policy values for purposes of calculating the amount
          of the Index.

          In either case, references to the life insurance contracts are merely
          for purposes of calculating a benefit. The Bank has no obligation to
          purchase such life insurance and, if purchased, the Director and the
          Director's beneficiary(ies) shall have no ownership interest in such
          policy and shall always have no greater interest in the benefits under
          this Director Plan than that of an unsecured creditor of the Bank.

     G.   Opportunity Cost:
          ----------------

          The Opportunity Cost for any Plan Year shall be calculated by taking
          the sum of the amount of premiums for the life insurance policies
          described in the definition of "Index" plus the amount of any
          after-tax benefits paid to

                                       3

<PAGE>

          the Director pursuant to the Director Plan (Paragraph II hereinafter)
          plus the amount of all previous years' after-tax Opportunity Cost, and
          multiplying that sum by the greater of either one of the following:
          (i) the average after tax yield of a one-year Treasury bill, or (ii)
          the Bank's average annualized after-tax Cost of Funds Expense as
          determined by the Bank's third quarter call report as filed with the
          appropriate regulatory agency.

     H.   Change of Control:
          -----------------

          Change of Control shall mean the direct or indirect acquisition by
          another person, firm or corporation, by merger, share exchange,
          consolidation, purchase or otherwise, of all or substantially all of
          the assets or stock of the Bank or its parent company.

     I.   Normal Retirement Age:
          ---------------------

          Normal Retirement Age shall mean the date on which the Director
          attains age seventy (70).

     J.   Benefit Accounting:
          ------------------

          The Bank shall account for the benefit provided herein using the
          regulatory accounting principles of the Bank's primary federal
          regulator. The Bank shall establish an accrued liability retirement
          account for the Director into which appropriate reserves shall be
          accrued.

II.  INDEX BENEFITS

     A.   Retirement Benefits:
          -------------------

          Subject to Subparagraphs II (D) and (G) hereinafter, a Director who
          remains in the service of the Bank until the Normal Retirement Age
          (Subparagraph I [I]) shall be entitled to receive an annual benefit
          amount equal to the amount set forth in Exhibit A-1. Said payments
          shall be made quarterly and shall commence at the beginning of the
          Bank's first quarter following the Director's Retirement Date and
          shall continue until the Director attains age seventy-seven (77). Upon
          completion of the aforestated payments and commencing subsequent
          thereto and subject to Subparagraph II (A) (i) hereinbelow, the Index
          Retirement Benefit (Subparagraph I [E]) for each Plan Year subsequent
          to the year in which the Director attains age seventy-seven (77), and
          including the remaining portion of the Plan Year in which the Director
          attains age seventy-seven (77), shall be paid to the Director until
          the Director's death.

                                       4

<PAGE>

          (i)  The Index Retirement Benefit Adjustment:
               ---------------------------------------

               The Index Retirement Benefit payment as set forth hereinabove for
               the eight (8) Plan Years subsequent to the Director attaining age
               seventy-seven (77) shall be adjusted according to a number equal
               to the aggregate of the Index Retirement Benefit (Subparagraph I
               [E]) for each Plan Year from the Effective Date of this agreement
               until the Plan Year subsequent to the Director attaining age
               seventy-seven (77) over the aggregate of the benefit payments the
               Director actually received under the terms of this Director Plan
               through that date. For example, if the Director retires at age
               sixty-five (65) and the aggregate annual benefits received by the
               Director until the Plan Year the Director attains age
               seventy-seven (77) were $900,000.00, and the aggregate Index
                                       -----------
               Retirement Benefits for each Plan Year from the Effective Date of
               this agreement to the Plan Year the Director's attains age
               seventy-seven (77) were $1,000,000.00 then the Director's Index
                                       -------------
               Retirement Benefit in the first eight (8) Plan Years said payment
               is payable to the Director would be increased by Twelve Thousand
               Five Hundred and 00/100ths Dollars ($12,500.00) each year (i.e.
               $100,000.00 / 8). If said number is a deficit, then the Index
               Retirement Benefit for the first Plan Year said payment is
               payable to the Director and each subsequent Plan Year's benefit
               (if necessary) shall be reduced until the entire deficit has been
               recovered by the Bank. For each year thereafter, the Index
               Retirement Benefit payment shall be paid as set forth in
               Subparagraph I (E). For example, if the Director retires at age
               sixty-five (65) and the aggregate annual benefits to be received
               by the Director until the Plan Year the Director attains age
               seventy-seven (77) were $1,000,000.00, and the aggregate Index
                                       -------------
               Retirement Benefits for each Plan Year from the Effective Date of
               this agreement to the Plan Year the Director attains age
               seventy-seven (77) were $900,000.00 and the Director's Index
                                       -----------
               Retirement Benefit was $90,000.00 in the first year, then the
                                      ----------
               Director would not receive any Index Retirement Benefit in the
               first year, and the second years' Index Retirement benefit would
               be reduced by $10,000.00.
                             ----------

     B.   Termination of Service:
          ----------------------

          Subject to Subparagraphs II (D) and (G), should a Director suffer a
          Termination of Service the Director shall be entitled to receive the
          following percentage of the annual benefit set forth in Exhibit A-1.
          Said payments shall be made quarterly and shall commence at the
          beginning of the Bank's first quarter following the Director's Normal
          Retirement Age (Subparagraph I [I]) and shall continue until the
          Director attains age seventy-seven (77). Upon completion of the
          aforestated payments and commencing subsequent thereto and subject to
          Subparagraph II (A) (i)

                                       5

<PAGE>

          hereinabove the following percentage of the Index Retirement Benefit
          for each Plan Year subsequent to the year in which the Director
          attains seventy-seven (77), and including the remaining portion of the
          Plan Year in which the Director attains age seventy-seven (77), shall
          be paid to the Director until the Director's death.

          Subsequent to one (1)       20% for each full year of service
          full year on the Board of   from the date of first service
          Directors of the Bank       to a maximum of 100%

     C.   Death:
          -----

          If the Director dies while there is a balance in the Director's
          accrued liability retirement account, then the unpaid balance shall be
          paid in a lump sum to the individual or individuals designated in
          writing by the Director and filed with the Bank. In the absence of or
          a failure to designate a beneficiary, the unpaid balance shall be paid
          in a lump sum to the personal representative of the Director's estate.
          If, upon death, the Director shall have received the total balance of
          the Director's accrued liability retirement account, then no further
          benefit shall be due hereunder. In any event, upon the death of the
          Director, the Director's beneficiary shall not be entitled to receive
          any Index Retirement Benefit.

     D.   Discharge for Cause:
          -------------------

          All rights of the Director hereunder shall cease and terminate
          immediately in the event of a termination of Director's service with
          Bank "with cause." The term "with cause" shall be deemed to mean, but
          is not limited to, personal dishonesty, incompetence, willful material
          misconduct, breach of fiduciary duty, failure to perform the
          obligations of the Director as stated herein, willful violation of any
          law, rule, or regulation (other than minor traffic infractions), or,
          any material breach of any provision of this agreement.

     E.   Disability Benefit:
          ------------------

          In the event the Director becomes disabled, as defined herein, prior
          to any Termination of Service, and the Director's service with the
          Bank is terminated because of such disability, the Director, upon
          submission of written documentation and verification of disability
          satisfactory to the Bank, shall receive one hundred percent (100%) of
          the benefit amount provided in Subparagraph II (A) above. Payment of
          such benefit shall begin when the Director reaches his or her Normal
          Retirement Age. Subject to the Bank's obligations and Director's
          rights under Title I of the Americans with Disabilities Act and the
          Family and Medical Leave Act, if applicable, and any other applicable
          federal or state laws, disability shall be defined as the Director not
          being able to perform the duties of the

                                       6

<PAGE>

          Director's own job and shall be as further defined in the Bank's long
          term disability policy in effect at the time of said disability. If no
          such policy exists at the time of the disability, then disability
          shall be defined as a physical or mental impairment of Director which
          renders Director incapable of performing Director's normal and regular
          essential service duties and which shall be medically determined to be
          of permanent duration as the same is construed for purposes of
          disability benefits under the federal Social Security laws and
          regulations. If there is a dispute regarding whether the Director is
          disabled, such dispute shall be resolved by a physician selected by
          the Bank and such resolution shall be binding upon all parties to this
          Agreement.

     F.   Death Benefit:
          -------------

          Except as set forth above, there is no death benefit provided under
          this Agreement.

     G.   Long Term Care Policy Option:
          ----------------------------

          The Director shall have the option, prior to receipt of any benefits
          under the terms of this Agreement, to elect a long term care policy to
          be provided by the Bank. Said option to receive said long term care
          policy shall be exercised prior to receipt of any benefit set forth in
          this Agreement and said election shall be a one time election only and
          shall expire at the Director's age sixty (60).

          The value of the long term care policy provided by the Bank shall be
          equal to the Index Retirement Benefit (Subparagraph I [E]) for each
          Plan Year from the date the policy is provided by the Bank until the
          date the long term care policy terminates as set forth hereinbelow.
          The long term care policy provided by the Bank shall continue until
          the policy is either paid in full or the Director dies, at which time
          said policy shall terminate.

          If the Director elects said long term care policy, then, on the date
          said long term care policy is provided, the balance in the Director's
          accrued liability retirement account on said date shall be credited
          interest on each anniversary date of said long term care policy at a
          rate equal to the yield of a one-year Treasury Bill. The balance of
          said accrued liability retirement account, with interest, shall be
          paid to the Director in a lump sum within thirty (30) days of the
          Director's Retirement Date (Subparagraph I [C]).

          Upon the exercise of the option set forth herein, the Director shall
          not be entitled to any benefit set forth in Subparagraphs II (A), (B),
          (E), or Paragraph IV.

                                       7

<PAGE>

III. RESTRICTIONS UPON FUNDING

     The Bank shall have no obligation to set aside, earmark or entrust any fund
     or money with which to pay its obligations under this Director Plan. The
     Director, their beneficiary(ies), or any successor in interest shall be and
     remain simply a general creditor of the Bank in the same manner as any
     other creditor having a general claim for matured and unpaid compensation.

     The Bank reserves the absolute right, at its sole discretion, to either
     fund the obligations undertaken by this Director Plan or to refrain from
     funding the same and to determine the extent, nature and method of such
     funding. Should the Bank elect to fund this Director Plan, in whole or in
     part, through the purchase of life insurance, mutual funds, disability
     policies or annuities, the Bank reserves the absolute right, in its sole
     discretion, to terminate such funding at any time, in whole or in part. At
     no time shall any Director be deemed to have any lien nor right, title or
     interest in or to any specific funding investment or to any assets of the
     Bank.

     If the Bank elects to invest in a life insurance, disability or annuity
     policy upon the life of the Director, then the Director shall assist the
     Bank by freely submitting to a physical exam and supplying such additional
     information necessary to obtain such insurance or annuities.

IV.  CHANGE OF CONTROL

     Notwithstanding other terms of this Agreement, upon a Change of Control
     (Subparagraph I [H]), if the Director subsequently suffers a Termination of
     Service (Subparagraph I [D]), then the Director shall receive the benefits
     promised in this Director Plan upon attaining Normal Retirement Age, as if
     the Director had been continuously serving the Bank until the Director's
     Normal Retirement Age. The Director will also remain eligible for all
     promised death benefits in this Director Plan. In addition, no sale,
     merger, or consolidation of the Bank shall take place unless the new or
     surviving entity expressly acknowledges the obligations under this Director
     Plan and agrees to abide by its terms.

V.   MISCELLANEOUS

     A.   Alienability and Assignment Prohibition:
          ---------------------------------------

          Neither the Director, nor the Director's surviving spouse, nor any
          other beneficiary(ies) under this Director Plan shall have any power
          or right to transfer, assign, anticipate, hypothecate, mortgage,
          commute, modify or otherwise encumber in advance any of the benefits
          payable hereunder nor shall any of said benefits be subject to seizure
          for the payment of any debts, judgments, alimony or separate
          maintenance owed by the Director or the Director's beneficiary(ies),
          nor be transferable by operation of law in the event of bankruptcy,
          insolvency or otherwise. In the event the

                                       8

<PAGE>

          Director or any beneficiary attempts assignment, commutation,
          hypothecation, transfer or disposal of the benefits hereunder, the
          Bank's liabilities shall forthwith cease and terminate.

     B.   Binding Obligation of the Bank and any Successor in Interest:
          ------------------------------------------------------------

          The Bank shall not merge or consolidate into or with another bank or
          sell substantially all of its assets to another bank, firm or person
          until such bank, firm or person expressly agrees, in writing, to
          assume and discharge the duties and obligations of the Bank under this
          Director Plan. This Director Plan shall be binding upon the parties
          hereto, their successors, beneficiaries, heirs and personal
          representatives.

     C.   Amendment or Revocation:
          -----------------------

          It is agreed by and between the parties hereto that, during the
          lifetime of the Director, this Director Plan may be amended or revoked
          at any time or times, in whole or in part, by the mutual written
          consent of the Director and the Bank.

     D.   Gender:
          ------

          Whenever in this Director Plan words are used in the masculine or
          neuter gender, they shall be read and construed as in the masculine,
          feminine or neuter gender, whenever they should so apply.

     E.   Effect on Other Bank Benefit Plans:
          ----------------------------------

          Nothing contained in this Director Plan shall affect the right of the
          Director to participate in or be covered by any qualified or
          non-qualified pension, profit-sharing, group, bonus or other
          supplemental compensation or fringe benefit plan constituting a part
          of the Bank's existing or future compensation structure.

     F.   Headings:
          --------

          Headings and subheadings in this Director Plan are inserted for
          reference and convenience only and shall not be deemed a part of this
          Director Plan.

     G.   Applicable Law:
          --------------

          The validity and interpretation of this Agreement shall be governed by
          the laws of the State of North Carolina.

                                       9

<PAGE>

     H.   12 U.S.C. Section 1828(k):
          ------------------------

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

     I.   Partial Invalidity:
          ------------------

          If any term, provision, covenant, or condition of this Director Plan
          is determined by an arbitrator or a court, as the case may be, to be
          invalid, void, or unenforceable, such determination shall not render
          any other term, provision, covenant, or condition invalid, void, or
          unenforceable, and the Director Plan shall remain in full force and
          effect notwithstanding such partial invalidity.

     J.   Notices:
          -------

          All notices required or permitted to be given pursuant to this
          Agreement shall be in writing, unless otherwise specified, and shall
          be delivered personally, deposited in the United States mail,
          registered or certified and postage prepaid with return receipt
          requested, or deposited with a reputable overnight courier which
          provides a day and time stamped receipt, addressed to Director, Bank
          or Trustee, as applicable, at the address set forth herein or to such
          other address as hereafter may be furnished to the other parties in
          writing pursuant to this paragraph. All notices so given shall be
          deemed effective and received upon the earlier of (i) actual receipt,
          (ii) receipt and refusal; or (iii) five (5) days from (1) the postmark
          date, if deposited with the United States Postal Service, or (2) the
          date of deposit, if deposited with an overnight courier, unless
          otherwise provided herein.

               Bank:       The East Carolina Bank
                           Hwy. 264
                           Engelhard, North Carolina 27824

               Trustee:    Thomas A. Nussbaum
                           Eastern Bank & Trust Co.
                           2 Adams Place, AP06
                           Quincy, MA 02169-7456

               Director:
                           -----------------------------

                           -----------------------------

                           -----------------------------

                           -----------------------------

                                       10

<PAGE>

VI.  ERISA PROVISION

     A.   Named Fiduciary and Plan Administrator:
          --------------------------------------

          The "Named Fiduciary and Plan Administrator" of this Director Plan
          shall be The East Carolina Bank, until its resignation or removal by
          the Board. As Named Fiduciary and Plan Administrator, the Bank shall
          be responsible for the management, control and administration of the
          Director Plan. The Named Fiduciary may delegate to others certain
          aspects of the management and operation responsibilities of the
          Director Plan including the employment of advisors and the delegation
          of ministerial duties to qualified individuals.

     B.   Claims Procedure and Arbitration:
          --------------------------------

          In the event a dispute arises over benefits under this Director Plan
          and benefits are not paid to the Director (or to the Director's
          beneficiary(ies) in the case of the Director`s death) and such
          claimants feel they are entitled to receive such benefits, then a
          written claim must be made to the Named Fiduciary and Plan
          Administrator named above within sixty (60) days from the date
          payments are refused. The Named Fiduciary and Plan Administrator shall
          review the written claim and if the claim is denied, in whole or in
          part, they shall provide in writing within sixty (60) days of receipt
          of such claim the specific reasons for such denial, reference to the
          provisions of this Director Plan upon which the denial is based and
          any additional material or information necessary to perfect the claim.
          Such written notice shall further indicate the additional steps to be
          taken by claimants if a further review of the claim denial is desired.
          A claim shall be deemed denied if the Named Fiduciary and Plan
          Administrator fail to take any action within the aforesaid sixty-day
          period.

          If claimants desire a second review they shall notify the Named
          Fiduciary and Plan Administrator in writing within sixty (60) days of
          the first claim denial. Claimants may review this Director Plan or any
          documents relating thereto and submit any written issues and comments
          it may feel appropriate. In their sole discretion, the Named Fiduciary
          and Plan Administrator shall then review the second claim and provide
          a written decision within sixty (60) days of receipt of such claim.
          This decision shall likewise state the specific reasons for the
          decision and shall include reference to specific provisions of the
          Plan Agreement upon which the decision is based.

          If claimants continue to dispute the benefit denial based upon
          completed performance of this Director Plan or the meaning and effect
          of the terms and conditions thereof, then claimants may submit the
          dispute to an arbitrator for final arbitration. The arbitrator shall
          be selected by mutual agreement of the Bank and the claimants. The
          arbitrator shall operate

                                       11

<PAGE>

          under any generally recognized set of arbitration rules. The parties
          hereto agree that they and their heirs, personal representatives,
          successors and assigns shall be bound by the decision of such
          arbitrator with respect to any controversy properly submitted to it
          for determination.

          Where a dispute arises as to the Bank's discharge of the Director "for
          cause," such dispute shall likewise be submitted to arbitration as
          above described and the parties hereto agree to be bound by the
          decision thereunder.

VII. TERMINATION OR MODIFICATION OF AGREEMENT BY REASON OF CHANGES IN THE LAW,
     RULES OR REGULATIONS

     The Bank is entering into this Agreement upon the assumption that certain
     existing tax laws, rules and regulations will continue in effect in their
     current form. If any said assumptions should change and said change has a
     detrimental effect on this Director Plan as determined by the Bank in its
     sole discretion, then the Bank reserves the right to terminate or modify
     this Agreement accordingly. Upon a Change of Control (Subparagraph I [H]),
     this paragraph shall become null and void effective immediately upon said
     Change of Control.

IN WITNESS WHEREOF, the parties hereto acknowledge that each has carefully read
this Agreement and executed the original thereof on the first day set forth
hereinabove, and that upon execution, each has received a conforming copy.

                                                     THE EAST CAROLINA BANK
                                                     Engelhard, North Carolina


                                                     By:
--------------------------------                        ------------------------
Witness                                                                    Title


--------------------------------                     ---------------------------
Witness                                              Director

                                       12

<PAGE>

                          BENEFICIARY DESIGNATION FORM
                          FOR THE DIRECTOR SUPPLEMENTAL
                            RETIREMENT PLAN AGREEMENT

PRIMARY DESIGNATION:

      Name                           Address                    Relationship
      ----                           -------                    ------------


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

SECONDARY (CONTINGENT) DESIGNATION:


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

All sums payable under the Director Supplemental Retirement Plan Director
Agreement by reason of my death shall be paid to the Primary Beneficiary, if he
or she survives me, and if no Primary Beneficiary shall survive me, then to the
Secondary (Contingent) Beneficiary.


--------------------------------                     ---------------------------
Director                                             Date

                                       13

<PAGE>

                                  EXHIBIT "A-1"

                 End of     Benefit
                Year Age:   Amount
                ---------   -------

     Director      70       $12,516
                   71       $12,707
                   72       $12,911
                   73       $13,145
                   74       $13,371
                   75       $13,583
                   76       $13,853

                                       14