<PAGE>

Exhibit 10.6

Monroe Bank & Trust Amended and Restated Supplemental Executive Retirement
Agreement

     THIS AMENDED AND RESTATED AGREEMENT is adopted this 4th day of June, 2007,
by and between MONROE BANK & TRUST, a state-chartered commercial bank located in
Monroe, Michigan (the "Company"), and H. DOUGLAS CHAFFIN (the "Executive").

                                  INTRODUCTION

     On the 1st day of July, 2003, the Company and the Executive entered into
the Monroe Bank & Trust Supplemental Executive Retirement Agreement to encourage
the Executive to remain an employee of the Company by providing supplemental
retirement benefits to the Executive. In order to provide for certain amendments
to the Agreement to bring it into compliance the Section 409A of the Internal
Revenue Code and to make certain other changes to the Agreement, the Company and
the Executive are amending the Agreement through this amendment and restatement.

                                    AGREEMENT

     The Company and the Executive agree as follows:

                                    ARTICLE 1

                                   DEFINITIONS

     Whenever used in this Agreement, the following words and phrases shall have
the meanings specified:

1.1  "Code" means the Internal Revenue Code of 1986, as amended.

1.2  "Disability" means that the Executive (a) is unable to engage in any
     substantial gainful activity by reason of any medically determinable
     physical or mental impairment which can be expected to result in death or
     can be expected to last for a continuous period of not less than 12 months,
     (b) is, by reason of any medically determinable physical or mental
     impairment which can be expected to result in death or can be expected to
     last for a continuous period of not less than 12 months, receiving income
     replacement benefits for a period of not less than 3 months under an
     accident and health plan covering Executives of the participant's employer,
     or (c) has been determined to be totally disabled by the United States
     Social Security Administration.

1.3  "Early Termination" means the Termination of Employment before Normal
     Retirement Age for reasons other than death, Disability, or Termination for
     Cause.

1.4  "Early Termination Date" means the month, day and year in which Early
     Termination occurs.

1.5  "Effective Date" means July 1, 2003.

1.6  "Final Pay" means the total annual base salary payable to the Executive at
     the rate in effect at Termination of Employment. Final Pay shall not be
     reduced for any salary reduction contributions to: (i) cash or deferred
     arrangements under Section 401(k) of the Code; (ii) a cafeteria plan under
     Section 125 of the Code; or (iii) a deferred compensation plan that is not
     qualified under Section 401(a) of the Code.

1.7  "Normal Retirement Age" means the Executive's 65th birthday.

1.8  "Normal  Retirement  Date" means the later of the Normal  Retirement Age or
     Termination of Employment.

1.9  "Plan Year" means the calendar year ending on December 31.

1.10 "Specified Employee" means at any time at which any stock of the Company is
     publicly traded on an established securities market or otherwise, a person
     who is determined to be a key employee (as defined in Section 416(i) of the
     Code without regard to paragraph 5 thereof) of the Company as of the
     preceding December 31.

1.11 "Termination for Cause" See Article 5.

1.12 "Termination of Employment" means the termination of the Executive's
     employment with the Company for reasons other than death or Disability.
     Whether a Termination of Employment takes place is determined based on the
     facts and circumstances surrounding the termination of the Executive's
     employment and whether the Company and the Executive intend for the
     Executive to provide significant services for the Company following such
     termination. A change in the Executive's employment status will not be
     considered a Termination of Employment if the Executive continues to
     provide service to the Company at an annual rate that is fifty percent
     (50%) or more of the services rendered, on average, during the immediately
     preceding three full calendar years of


                                       55
<PAGE>

     employment (or if employed less than three years, such lesser period) and
     the annual remuneration for such service is fifty percent (50%) or more of
     the average annual remuneration earned during the final three years of
     employment (or if less, such lesser period). A change in the Executive's
     employment status will be considered a Termination of Employment if as a
     result of such change the level of bona fide services the Executive
     continues to provide to the Company decreases to an annual rate that is
     twenty percent (20%) or less of the service rendered, on average, during
     the immediately preceding three full calendar years of employment (or, if
     employed less than three years, such lesser period) and the annual
     remuneration for such services is twenty percent (20%) or more of the
     average annual remuneration earned during the final three full calendar
     years of employment (or, if less, such lesser period).

                                    ARTICLE 2

                            BENEFITS DURING LIFETIME

2.1  Normal Retirement Benefit. Upon Termination of Employment on or after the
     Normal Retirement Age for reasons other than death, the Company shall pay
     to the Executive the benefit described in this Section 2.1 in lieu of any
     other benefit under this Agreement.

     2.1.1 Amount of Benefit. The annual benefit under this Section 2.1 is
          sixty-five percent (65%) of the Executive's Final Pay, reduced by:

          (a)  fifty percent (50%) of the primary federal Social Security
               benefit payable (before earnings reduction) to the Executive or
               which would be payable if applied for by the Executive upon his
               Normal Retirement Age; and

          (b)  the annual amount of benefits payable to the Executive upon his
               Normal Retirement Age, on a single life annuity basis,
               attributable to the portion of the Executive's account balances
               arising from employer contributions (but excluding the portion of
               such balances arising from employee salary reduction
               contributions) from the MBT Retirement Plan.

     2.1.2 Payment of Benefit. The Company shall pay the Normal Retirement
          Benefit in 120 equal monthly installments commencing the month
          following Executive's Normal Retirement Age.

2.2  Early Termination Benefit. Upon Early Termination, and subject to the
     completion of the service vesting period provided for in section 2.2.2
     hereof by the Executive, the Company shall pay to the Executive the benefit
     described in this section 2.2 in lieu of any other benefit under this
     agreement.

     2.2.1 Amount of Benefit.

          a)   The Early Termination Benefit is a monthly benefit payable in 120
               equal monthly installments commencing on the first of the month
               following the Executive's attainment of age 60 if termination
               occurs prior to age 60, or in the event of termination after age
               60, on the first of the month following termination of
               employment. The monthly amount of the Early Termination Benefit
               shall be calculated according to the methodology set forth on
               Addendum A, using such actuarial assumptions (which shall include
               those set forth on Addendum B) as are reasonably determined from
               time to time by the Company. In determining the Early Termination
               Benefit the Early Termination Accrual Balance shall be adjusted
               for earnings from the December 31 preceding the Executive's date
               of early termination to the Early Termination Benefit
               commencement date as specified in the preceding sentence.

          b)   The Early Termination Accrual Balance is an amount as of the
               December 31 preceding the Executive's date of Early Termination
               that is equal to what would have been accumulated with earnings
               had there been one annual contribution at the end of each
               calendar year prior to the Executive's date of Early Termination.
               Each such annual contribution amount shall be equal to a level
               annual contribution necessary to create a fund at the Executive's
               Normal Retirement Date sufficient to pay the Executive's
               Projected Normal Retirement Benefit and shall be calculated
               assuming that the Executive's Projected Normal Retirement Benefit
               is funded ratably over the period from July 1, 2003 to the
               Executive's Normal Retirement Date. The level annual contribution
               amount for the short period of July 1, 2003 to December 31, 2003
               shall be prorated for that six month period which is less than a
               full year.

               (i)  The Projected Normal Retirement Benefit is the Normal
                    Retirement Benefit determined under section 2.1 as of the
                    December 31 preceding the Executive's date of Early
                    Termination using:


                                       56

<PAGE>

                    1.   The Executive's annual base salary at the end of the
                         calendar year preceding the Executive's date of Early
                         Termination;

                    2.   An estimate as of that calendar year-end of the
                         Executive's Social Security PIA offset at age 65;

                    3.   A projection of the retirement plan offset using the
                         MBT Retirement Plan account balance attributed to
                         Company contributions as of that December 31; and

                    4.   The interest rate and actuarial assumptions set forth
                         in Addendum A of the Plan.

               (ii) For purposes of determining the Early Termination Accrual
                    Balance, the level annual contribution amount shall be
                    treated as if it had been credited at the end of each
                    calendar year and the earnings values shall be calculated on
                    that basis. After the Executive has terminated employment,
                    the Early Termination Accrual Balance shall only be adjusted
                    for earnings at the interest rate specified in Addendum A
                    and no contributions or other contribution-like additions
                    shall be credited to the Early Termination Accrual Balance.
                    Any subsequent change in the Executive's Social Security PIA
                    or MBT Retirement Plan account balance attributed to Company
                    contributions after the Executive has terminated employment
                    shall not retroactively change the amount of the Projected
                    Normal Retirement Benefit and the Early Termination Accrual
                    Balance as previously determined.

               (iii) Addendum A of the Plan sets forth the interest rate to be
                    applied and illustrates the calculation of the Early
                    Termination Accrual Balance.

     2.2.2 Vesting of Benefit. The Early Termination benefit payable under
          section 2.2 shall be one hundred percent (100%) vested upon the
          Executive's continued service in the capacity of President and CEO to
          April 4, 2009.

     2.2.3 Executive Distribution Election. Notwithstanding the above, in the
          event of termination prior to age 60, the Executive may elect no later
          than one year prior to attainment of age 60, to defer commencement of
          the Early Termination Benefit to age 65.

2.3  Disability Benefit. If the Executive terminates employment due to
     Disability prior to his Normal Retirement Age, the Executive shall become
     one hundred percent (100%) vested in the benefit payable under Section 2.2.

     2.3.1 Payment of Benefit. The Disability Benefit in an amount equal to the
          Early Termination Accrual Balance shall be paid to the Executive in
          120 equal monthly installments as determined under 2.2.1 commencing
          with the month following termination of Employment resulting from
          Disability.

2.4  Restriction on Timing of Distributions. Notwithstanding any provision of
     this Agreement to the contrary, if the Executive is considered a Specified
     Employee at Termination of Employment under such procedures as established
     by the Company in accordance with Section 409A of the Code, benefit
     distributions that are made upon Termination of Employment may not commence
     earlier than six (6) months after the date of such Termination of
     Employment. Therefore, in the event this Section 2.4 is applicable to the
     Executive, any distribution which would otherwise be paid to the Executive
     within the first six months following the Termination of Employment shall
     be accumulated and paid to the Executive in a lump sum on the first day of
     the seventh month following the Termination of Employment. All subsequent
     distributions shall be paid in the manner specified.

2.5  Distributions Upon Income Inclusion Under Section 409A of the Code. Upon
     the inclusion of any amount into the Executive's income as a result of the
     failure of this non-qualified deferred compensation plan to comply with the
     requirements of Section 409A of the Code, to the extent such tax liability
     can be covered by the entire amount accrued by the Company with respect to
     the Company's obligations hereunder, a distribution shall be made as soon
     as is administratively practicable following the assertion by the Internal
     Revenue Service of the plan failure.

2.6  Change in Form or Timing of Distributions. All changes in the form or
     timing of distributions hereunder must comply with the following
     requirements. The changes:

          (a)  may not accelerate the time or schedule of any distribution,
               except as provided in Section 409A of the Code and the
               regulations thereunder;

          (b)  must, for benefits distributable, delay the commencement of
               distributions for a minimum of five (5) years from the date the
               first distribution was originally scheduled to be made; and

          (c)  must take effect not less than twelve (12) months after the
               election is made.


                                       57

<PAGE>

                                    ARTICLE 3

                                 DEATH BENEFITS

3.1  Death During Active Service. Upon Termination of Employment of the
     Executive by reason of death, no benefit shall be payable under this
     Agreement. It is acknowledged by the Company and the Executive that while
     Executive is employed by the Company provision has been made for a death
     benefit to be payable to the Executive's beneficiary pursuant to that
     certain "Monroe Bank & Trust Split Dollar Agreement" dated July 1, 2003,
     and as amended of even date with this amendment and restatement.

3.2  Death During Payment of a Benefit. If the Executive dies after any benefit
     payments have commenced under Article 2 of this Agreement but before
     receiving all such payments, the Company shall pay the remaining benefits
     to the Executive's beneficiary at the same time and in the same amounts
     they would have been paid to the Executive had the Executive survived.

3.3  Death After Termination of Employment But Before Payment of a Benefit
     Commences. If the Executive is entitled to a benefit under Article 2 of
     this Agreement, but dies prior to the commencement of said benefit
     payments, the Company shall pay the same benefit payments to the
     Executive's beneficiary that the Executive was entitled to prior to death
     except that the benefit payments shall commence on the first day of the
     month following the date of the Executive's death.

                                    ARTICLE 4

                                  BENEFICIARIES

4.1  Beneficiary Designations. The Executive shall designate a beneficiary by
     filing a written designation with the Company. The Executive may revoke or
     modify the designation at any time by filing a new designation. However,
     designations will only be effective if signed by the Executive and received
     by the Company during the Executive's lifetime. The Executive's beneficiary
     designation shall be deemed automatically revoked if the beneficiary
     predeceases the Executive, or if the Executive names a spouse as
     beneficiary and the marriage is subsequently dissolved. If the Executive
     dies without a valid beneficiary designation, all payments shall be made to
     the Executive's estate.

4.2  Facility of Payment. If a benefit is payable to a minor, to a person
     declared incompetent, or to a person incapable of handling the disposition
     of his or her property, the Company may pay such benefit to the guardian,
     legal representative or person having the care or custody of such minor,
     incompetent person or incapable person. The Company may require proof of
     incompetence, minority or guardianship as it may deem appropriate prior to
     distribution of the benefit. Such distribution shall completely discharge
     the Company from all liability with respect to such benefit.

                                    ARTICLE 5

                               GENERAL LIMITATIONS

5.1  Termination for Cause. Notwithstanding any provision of this Agreement to
     the contrary, the Company shall not pay any benefit under this Agreement if
     the Company terminates the Executive's employment for:

          (a)  gross negligence or gross neglect of duties;

          (b)  commission of a felony or of a gross misdemeanor involving moral
               turpitude; or

          (c)  fraud, disloyalty, dishonesty or willful violation of any law or
               significant Company policy committed in connection with the
               Executive's employment and resulting in an adverse effect on the
               Company.

5.2  Suicide or Misstatement. The Company shall not pay any benefit under this
     Agreement if the Executive commits suicide within three years after the
     date of this Agreement. In addition, the Company shall not pay any benefit
     under this Agreement if the Executive has made any material misstatement of
     fact on an employment application or resume provided to the Company, or on
     any application for any benefits provided by the Company to the Executive.

5.3  Competition After Termination of Employment. The Company shall not pay any
     benefit under this Agreement if the Executive, within 12 months following
     Termination of Employment, without the prior written consent of the
     Company, engages in, becomes interested in, directly or indirectly, as a
     sole proprietor, as a partner in a partnership, or as a substantial
     shareholder in a corporation, or becomes associated with, in the capacity
     of employee, director, officer, principal, agent, trustee or in any other
     capacity whatsoever, any


                                       58

<PAGE>

     enterprise conducted in the trading area (a 50 mile radius) of the business
     of the Company, which enterprise is, or may deemed to be, competitive with
     any business carried on by the Company as of the date of termination of the
     Executive's employment or retirement. This section shall not apply
     following a Change of Control as defined by 7.3(a) hereof.

                                    ARTICLE 6

                          CLAIMS AND REVIEW PROCEDURES

6.1  Claims Procedure. An Executive or beneficiary ("claimant") who has not
     received benefits under the Agreement that he or she believes should be
     paid shall make a claim for such benefits as follows:

     6.1.1 Initiation - Written Claim. The claimant initiates a claim by
          submitting to the Company a written claim for the benefits.

     6.1.2 Timing of Company Response. The Company shall respond to such
          claimant within 90 days after receiving the claim. If the Company
          determines that special circumstances require additional time for
          processing the claim, the Company can extend the response period by an
          additional 90 days by notifying the claimant in writing, prior to the
          end of the initial 90-day period, that an additional period is
          required. The notice of extension must set forth the special
          circumstances and the date by which the Company expects to render its
          decision.

     6.1.3 Notice of Decision. If the Company denies part or all of the claim,
          the Company shall notify the claimant in writing of such denial. The
          Company shall write the notification in a manner calculated to be
          understood by the claimant. The notification shall set forth:

          (a)  The specific reasons for the denial;

          (b)  A reference to the specific provisions of the Agreement on which
               the denial is based;

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

          (d)  An explanation of the Agreement's review procedures and the time
               limits applicable to such procedures; and

          (e)  A statement of the claimant's right to bring a civil action under
               ERISA Section 502(a) following an adverse benefit determination
               on review.

6.2  Review Procedure. If the Company denies part or all of the claim, the
     claimant shall have the opportunity for a full and fair review by the
     Company of the denial, as follows:

     6.2.1 Initiation - Written Request. To initiate the review, the claimant,
          within 60 days after receiving the Company's notice of denial, must
          file with the Company a written request for review.

     6.2.2 Additional Submissions - Information Access. The claimant shall then
          have the opportunity to submit written comments, documents, records
          and other information relating to the claim. The Company shall also
          provide the claimant, upon request and free of charge, reasonable
          access to, and copies of, all documents, records and other information
          relevant (as defined in applicable ERISA regulations) to the
          claimant's claim for benefits.

     6.2.3 Considerations on Review. In considering the review, the Company
          shall take into account all materials and information the claimant
          submits relating to the claim, without regard to whether such
          information was submitted or considered in the initial benefit
          determination.

     6.2.4 Timing of Company Response. The Company shall respond in writing to
          such claimant within 60 days after receiving the request for review.
          If the Company determines that special circumstances require
          additional time for processing the claim, the Company can extend the
          response period by an additional 60 days by notifying the claimant in
          writing, prior to the end of the initial 60-day period that an
          additional period is required. The notice of extension must set forth
          the special circumstances and the date by which the Company expects to
          render its decision.

     6.2.5 Notice of Decision. The Company shall notify the claimant in writing
          of its decision on review. The Company shall write the notification in
          a manner calculated to be understood by the claimant. The notification
          shall set forth:

          (a)  The specific reasons for the denial;

          (b)  A reference to the specific provisions of the Agreement on which
               the denial is based;

          (c)  A statement that the claimant is entitled to receive, upon
               request and free of charge, reasonable access to, and copies of,
               all documents, records and other information relevant (as defined
               in applicable ERISA regulations) to the claimant's claim for
               benefits; and


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<PAGE>

          (d)  A statement of the claimant's right to bring a civil action under
               ERISA Section 502(a).

                                    ARTICLE 7

                           AMENDMENTS AND TERMINATION

7.1  Amendments. This Agreement may be amended only by a written agreement
     signed by the Company and the Executive. However, the Company may
     unilaterally amend this Agreement to conform with written directives to the
     Company from its auditors or banking regulators or to comply with
     legislative changes or tax law, including without limitation Section 409A
     of the Code and any and all Treasury regulations and guidance promulgated
     thereunder.

7.2  Plan Termination Generally. The Company and Executive may by mutual
     agreement terminate this Agreement at any time. The benefit hereunder shall
     be the entire amount accrued by the Company with respect to the Company's
     obligations hereunder. Except as provided in Section 7.3, the termination
     of this Agreement shall not cause a distribution of benefits under this
     Agreement. Rather, after such termination benefit distributions will be
     made at the earliest distribution event permitted under Article 2 or
     Article 3.

7.3  Plan Terminations Under Section 409A. Notwithstanding anything to the
     contrary in Section 7.2, this Agreement may be terminated by the Company,
     without the consent of the Executive, in the following circumstances, as
     provided by and subject to the limitations and requirements of IRC 409A and
     section 1.409A-3(j)(4)(ix) of the IRS Regulations, as now in effect and
     hereinafter amended.

          (a)  Within thirty (30) days before or twelve (12) months after a
               change in the ownership or effective control of the Company, or
               in the ownership of a substantial portion of the assets of the
               Company as described in Section 409A(a)(2)(A)(v) of the Code
               (collectively a "Change in Control"), provided that all
               distributions are made no later than twelve (12) months following
               such termination of the Agreement and further provided that all
               the Company's arrangements which are substantially similar to the
               Agreement are terminated so the Executive and all participants in
               the similar arrangements are required to receive all amounts of
               compensation deferred under the terminated arrangements within
               twelve (12) months of the termination of the arrangements; or

          (b)  Upon the Company's termination and liquidation of this Agreement
               within 12 months of a corporate dissolution or with the approval
               of a bankruptcy court provided that the amounts deferred under
               the Agreement are paid and included in the Executive's gross
               income in the latest of (i) the calendar year in which the
               Agreement terminates; (ii) the calendar year in which the amount
               is no longer subject to a substantial risk of forfeiture; or
               (iii) the first calendar year in which the distribution is
               administratively practical.

     In connection with termination as provided in this Section 7.3, the Company
     shall distribute the Early Termination Accrual Balance by the Company with
     respect to the Company's obligations hereunder, determined as of the date
     of the termination of the Agreement, to the Executive in a lump sum subject
     to the above terms.

                                    ARTICLE 8

                                  MISCELLANEOUS

8.1  Binding Effect. This Agreement shall bind the Executive and the Company,
     and their beneficiaries, survivors, executors, successors, administrators
     and transferees.

8.2  No Guarantee of Employment. This Agreement is not an employment policy or
     contract. It does not give the Executive the right to remain an employee of
     the Company, nor does it interfere with the Company's right to discharge
     the Executive. It also does not require the Executive to remain an employee
     nor interfere with the Executive's right to terminate employment at any
     time.

8.3  Non-Transferability. Benefits under this Agreement cannot be sold,
     transferred, assigned, pledged, attached or encumbered in any manner.

8.4  Reorganization. The Company shall not merge or consolidate into or with
     another company, or reorganize, or sell substantially all of its assets to
     another company, firm, or person unless such succeeding or continuing
     company, firm, or person agrees to assume and discharge the obligations of
     the Company under this Agreement. Upon the occurrence of such event, the
     term "Company" as used in this Agreement shall be deemed to refer to the
     successor or survivor company.

8.5  Tax Withholding. The Company shall withhold any taxes that are required to
     be withheld from the


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<PAGE>

benefits provided under this Agreement.

8.6  Applicable Law. The Agreement and all rights hereunder shall be governed by
     the laws of the State of Michigan, except to the extent preempted by the
     laws of the United States of America.

8.7  Unfunded Arrangement. The Executive and beneficiary are general unsecured
     creditors of the Company for the payment of benefits under this Agreement.
     The benefits represent the mere promise by the Company to pay such
     benefits. The rights to benefits are not subject in any manner to
     anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
     attachment, or garnishment by creditors. Any insurance on the Executive's
     life is a general asset of the Company to which the Executive and
     beneficiary have no preferred or secured claim.

8.8  Entire Agreement. This Agreement constitutes the entire agreement between
     the Company and the Executive as to the subject matter hereof. No rights
     are granted to the Executive by virtue of this Agreement other than those
     specifically set forth herein.

8.9  Administration. The Company shall have powers which are necessary to
     administer this Agreement, including but not limited to:

          (a)  Establishing and revising the method of accounting for the
               Agreement;

          (b)  Maintaining a record of benefit payments;

          (c)  Establishing rules and prescribing any forms necessary or
               desirable to administer the Agreement; and

          (d)  Interpreting the provisions of the Agreement.

IN WITNESS WHEREOF, the Executive and the Company have signed this Amended and
Restated Agreement.

EXECUTIVE:                                      COMPANY:


/s/ H. Douglas Chaffin                  /s/ William D. McIntyre, Jr.
-------------------------------------   ----------------------------
H. Douglas Chaffin                      By: William D. McIntyre, Jr.
                                        Title: Chairman of the Board of
                                               Directors



                                       61

<PAGE>

ADDENDUM A - EARLY TERMINATION BENEFIT (REFER TO SECTION 2.2)

Illustration of benefit calculation (All assumptions are for purposes of
illustrating benefit calculation only)

Date of Early Termination: JULY 1, 2011

STEP 1 - CALCULATE PROJECTED NORMAL RETIREMENT BENEFIT AS OF 12/31/2010

$  312,309    12/31/10 Base Salary
         X
        65%   Benefit Percent
$  203,000    Base Annual Benefit
     Minus    Offset amounts
    17,676    50% of Projected Social Security PIA at age 65
    41,678    Projected life annuity value of 12/31/10
              employer contribution balance under MBT Retirement Plan
$ 143,647     Projected Normal Retirement Benefit
$1,086,023    Present Value at age 65 of Projected Normal Retirement Benefit

STEP 2 DEVELOP AMORTIZATION SCHEDULE OVER EXECUTIVE CAREER

<TABLE>
<CAPTION>
Benefit Accrual   Beginning-Year       End-of-Year         End-of-Year       End-of-Year
    Periods          Balance       Contribution Credit   Interest Credit   Accrual Balance
---------------   --------------   -------------------   ---------------   ---------------
<S>               <C>              <C>                   <C>               <C>
      2003                   0            17,978                   0             17,978
      2004              17,978            36,487               1,079             55,544
      2005              55,544            36,487               3,333             95,363
      2006              95,363            36,487               5,722            137,572
      2007             137,572            36,487               8,254            182,314
      2008             182,314            36,487              10,939            229,740
      2009             229,740            36,487              13,784            280,011
      2010             280,011            36,487              16,801            333,299
      2011             333,299            36,487              19,998            389,784
      2012             389,784            36,487              23,387            449,658
      2013             449,658            36,487              26,979            513,125
      2014             513,125            36,487              30,787            580,399
      2015             580,399            36,487              34,824            651,711
      2016             651,711            36,487              39,103            727,300
      2017             727,300            36,487              43,638            807,426
      2018             807,426            36,487              48,446            892,358
      2019             892,358            36,487              53,541            982,387
      2020             982,387            36,487              58,943          1,077,817
      2021           1,077,817             2,960               5,246          1,086,023
</TABLE>


                                       62

<PAGE>

STEP 3 DETERMINE ACCRUAL BALANCE AT YEAR- END PRECEDING TERMINATION

<TABLE>
<CAPTION>
Benefit Accrual   Beginning-Year       End-of-Year         End-of-Year       End-of-Year
    Periods          Balance       Contribution Credit   Interest Credit   Accrual Balance
---------------   --------------   -------------------   ---------------   ---------------
<S>               <C>              <C>                   <C>               <C>
      2003                  0             17,978                  0             17,978
      2004             17,978             36,487              1,079             55,544
      2005             55,544             36,487              3,333             95,363
      2006             95,363             36,487              5,722            137,572
      2007            137,572             36,487              8,254            182,314
      2008            182,314             36,487             10,939            229,740
      2009            229,740             36,487             13,784            280,011
      2010            280,011             36,487             16,801            333,299
</TABLE>

STEP 4 DETERMINE MONTHLY BENEFIT AMOUNT PAID AT BENEFIT COMMENCEMENT - AGE 60

12/31/2010 accrual balance of $333,299 grows to $472,791 at age 60 based on
stated interest rate in addendum A.

$472,791 is equal in value to $4,940.25 payable each month, beginning at age 60,
over a 120 month period.


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<PAGE>

ADDENDUM B

The following factors will be applied in calculating the participant's benefit
accrual, and will be subject to review and modification by the Compensation
Committee of the Board:

<TABLE>
<S>                                                   <C>
Interest Rate                                                    6.00%
Rate of return on 401(k) account balance                         6.00%
Mortality Assumptions                                 1994 GAR Table as defined
                                                        in Rev. Ruling 2001-62
Social Security law In effect at termination
For purposes of estimating the Social Security PIA:
   Wage Base Increases                                           3.00%
   Average Wage Index                                            2.75%
   CPI                                                           2.50%
Executive's historical wages based on historical
   national average wage index
Executive assumed to continue to earn level future
   wages after termination until age 65
</TABLE>


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