**EXHIBIT 10**

 

**EMPLOYMENTCONTRACT WITH ROBERT S. CURTIS**

 

 

----

 

EMPLOYMENT AGREEMENT

 

 

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered intoas of this 7th day of June, 2002, by and between Classic Bancshares, Inc. (the“Company”) and Robert S. Curtis (the “Employee”).

 

WHEREAS, the Employee is currently serving as the Executive VicePresident of the Company and President of its wholly-owned subsidiary, ClassicBank (the “Bank”); and

 

WHEREAS, the Employee has an existing change in control severanceagreement with the Bank, dated as of December 27, 1995 (the “SeveranceAgreement”), which the Employee is willing to terminate in consideration ofthis Agreement becoming effective; and

 

WHEREAS, the board of directors of the Company (the “Board of Directors”)believes it is in the best interests of the Company and its subsidiaries toenter into this Agreement with the Employee in order to assure continuity ofmanagement and to reinforce and encourage the continued attention anddedication of the Employee to his assigned duties without distraction in theface of potentially disruptive circumstances arising from the possibility of achange in control of the Company or the Bank, although no such change is nowcontemplated; and

 

WHEREAS, the Board of Directors has approved and authorized theexecution of this Agreement with the Employee to take effect as stated inSection 2 hereof;

 

NOW, THEREFORE, in consideration of the foregoing and of the respectivecovenants and agreements of the parties herein, it is AGREED as follows:

 

1.  Definitions.

 

(a)  The term “Change inControl” means the occurrence of any one of the following events: (1) an eventof a nature that results in an acquisition of control of the Company or theBank within the meaning of the Bank Holding Company Act or the Change in BankControl Act and applicable regulations thereunder (or any successor statute orregulation); (2) an event with respect to the Company that would be required tobe reported in response to Item 1 of the Current Report on Form 8–K, asin effect on the date of this Agreement, pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934 (the “Exchange Act”); (3) any person (as theterm is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes thebeneficial owner (as defined in Rule 13d–3 under the Exchange Act)directly or indirectly of securities of the Company or the Bank representing20% or more of the combined voting power of the Company’s or the Bank’soutstanding securities; (4) individuals who are members of the Board ofDirectors of the Company as of the date of this Agreement (the “IncumbentBoard”) cease for any reason to constitute at least a majority thereof, *provided that* any person becoming adirector subsequent to the date of this Agreement whose election was approvedby a vote of at least three–quarters of the directors comprising theIncumbent Board, or whose nomination for election by the Company’s stockholderswas approved by the nominating committee serving under the Incumbent Board,shall be considered a member of the Incumbent Board; (5) consummation of areorganization, merger, consolidation or similar transaction in which theCompany is not the resulting entity; (6) consummation of a reorganization,merger, consolidation or similar transaction in which the Company is theresulting entity and at the completion of which the stockholders of the Company

 

1

----

 

who were stockholders of the Company immediately prior to thetransaction hold less than 60% of the outstanding stock of the Companyimmediately after consummation of the transaction; or (7) a sale of all orsubstantially all of the assets of the Company or a transaction or relatedtransactions at the conclusion of which all or substantially all of the assetsof the Bank (i) are not directly or indirectly held by the Company or (ii) aredirectly or indirectly held by the Company but the stockholders of the Companyimmediately prior to the transaction or related transactions hold less than 60%of the outstanding stock of the Company immediately after the transaction orrelated transactions; *provided that*the term “Change in Control” shall not include an acquisition of securities byan employee benefit plan of the Company or any of its subsidiaries.  In the application of regulations under theBank Holding Company Act or the Change in Bank Control Act to a determinationof a Change in Control under this Agreement, determinations to be made by theapplicable federal banking regulator under such regulations shall be made bythe Board of Directors.

 

(b)  The term “ConsolidatedSubsidiaries” means any subsidiary or subsidiaries of the Company (or itssuccessors) that are part of the consolidated group of the Company (or itssuccessors) for federal income tax reporting (the “Consolidated Group”).

 

(c)  The term “Date ofTermination” means the date upon which the Employee’s employment with theCompany or the Bank or both ceases, as specified in a notice of terminationpursuant to Section 8 of this Agreement.

 

(d)  The term “Effective Date” means April 1, 2002.

 

(e)  The term “InvoluntarilyTermination” means the termination of the employment of Employee (i) by eitherthe Company or the Bank or both without his express written consent; or (ii) bythe Employee by reason of a material diminution of or interference with hisduties, responsibilities or benefits, including (without limitation) any of thefollowing actions unless consented to in writing by the Employee:  (1) a change in the principal workplace ofthe Employee to a location outside of a 30 mile radius from the Bank’sheadquarters as of the date hereof; (2) a material demotion of the Employee;(3) a material reduction in the number or seniority of personnel reporting tothe Employee or a material reduction in the frequency with which, or in thenature of the matters with respect to which, such personnel are to report tothe Employee, other than as part of a Bank- or Company-wide reduction in staff;(4) a reduction in the Employee’s salary or a material adverse change in theEmployee’s perquisites, benefits, contingent benefits or vacation, other thanas part of an overall program applied uniformly and with equitable effect toall members of the senior management of the Bank or the Company; (5) a materialpermanent increase in the required hours of work or the workload of theEmployee; or (6) the failure of the Board of Directors (or a board of directorsof any successor of the Company) to elect him as Executive Vice President ofthe Company (or any successor of the Company) or any action by the Board ofDirectors (or the board of directors of any successor of the Company) removinghim from any of such offices, or the failure of the board of directors of theBank (or any successor of the Bank) to elect him as President of the Bank (orany successor of the Bank) or any action by such board (or the board of anysuccessor of the Bank) removing him from any of such offices.  The term “Involuntary Termination” does notinclude Termination for Cause or termination of employment due to death orpermanent disability or suspension or temporary or permanent prohibition fromparticipation in the conduct of the affairs of a depository institution underSection 8 of the Federal Deposit Insurance Act.

 

(f)  The terms “Termination for Cause” and “Terminated For Cause”mean

 

2

----

 

termination of the employment of the Employee with either the Companyor the Bank, as the case may be, because of the Employee’s personal dishonesty,incompetence, willful misconduct, breach of a fiduciary duty involving personalprofit, intentional failure to perform stated duties, willful violation of anylaw, rule, or regulation (excluding violations which do not have a materialadverse effect on the Company or the Bank) or final cease-and-desist order, ormaterial breach of any provision of this Agreement.  No act or failure to act by the Employee shall be consideredwillful unless the Employee acted or failed to act with an absence of goodfaith and without a reasonable belief that his action or failure to act was inthe best interest of the Company.  TheEmployee shall not be deemed to have been Terminated for Cause unless and untilthere shall have been delivered to the Employee a copy of a resolution, dulyadopted by the affirmative vote of not less than a majority of the entiremembership of the Board of Directors at a meeting of the Board duly called andheld for such purpose (after reasonable notice to the Employee and anopportunity for the Employee, together with the Employee’s counsel, to be heardbefore the Board), stating that in the good faith opinion of the Board ofDirectors the Employee has engaged in conduct described in the precedingsentence and specifying the particulars thereof in detail.

 

2.  Term; Termination ofSeverance Agreement.  The term ofthis Agreement shall be a period of three years commencing on the EffectiveDate, subject to earlier termination as provided herein. Beginning on the firstanniversary of the Effective Date, and on each anniversary thereafter, the termof this Agreement shall be extended for a period of one year in addition to thethen-remaining term, *provided that*the Company has not given notice to the Employee in writing at least 90 daysprior to such anniversary that the term of this Agreement shall not be extendedfurther, and *provided further that*the Employee has not received an unsatisfactory performance review by eitherthe Board of Directors or the board of directors of the Bank.  Reference herein to the term of thisAgreement shall refer to both such initial term and such extended terms.  The Employee’s Severance Agreement shallterminate immediately prior to the Effective Date.

 

3.  Employment.  The Employee is employed as Executive VicePresident of the Company and as President of the Bank.  As such, the Employee shall render suchadministrative and management services as are customarily performed by personssituated in similar executive capacities, and shall have such other powers andduties as the Board of Directors or the board of directors of the Bank mayprescribe from time to time.  TheEmployee shall also render services to any subsidiary or subsidiaries of theCompany or the Bank as requested by the Company or the Bank from time to timeconsistent with his executive position. The Employee shall devote his best efforts and reasonable time andattention to the business and affairs of the Company and the Bank to the extentnecessary to discharge his responsibilities hereunder.  The Employee may (i) serve on corporate orcharitable boards or committees and (ii) manage personal investments, so longas such activities do not interfere materially with performance of hisresponsibilities hereunder.

 

4.  Cash Compensation.

 

(a)  Salary.  The Company agrees to pay the Employeeduring the term of this Agreement a base salary (the “Company Salary”) theannualized amount of which shall be not less than the annualized aggregateamount of the Employee’s base salary from the Company and any ConsolidatedSubsidiaries in effect at the Effective Date, *providedthat* any amounts of salary actually paid to the Employee by anyConsolidated Subsidiaries shall reduce the amount to be paid by the Company tothe Employee.  The Company Salary shallbe paid no less frequently than monthly and shall be subject to customary taxwithholding.  The amount of theEmployee’s

 

3

----

 

Company Salary shall be increased (but shall not be decreased) fromtime to time in accordance with the amounts of salary approved by the Board ofDirectors or the board of directors of any of the Consolidated Subsidiariesafter the Effective Date.

 

(b)  Bonuses.  The Employee shall be entitled toparticipate in an equitable manner with all other executive officers of theCompany and the Bank in such performance-based and discretionary bonuses, ifany, as are authorized and declared by the Board of Directors for executiveofficers of the Company and by the board of directors of the Bank for executiveofficers of the Bank.  No othercompensation provided for in this Agreement shall be deemed a substitute forthe Employee’s right to participate in such bonuses when and as declared.

 

 (c)  Expenses.  The Employee shall be entitled to receive prompt reimbursementfor all reasonable expenses incurred by the Employee in performing servicesunder this Agreement in accordance with the policies and procedures applicableto the executive officers of the Company and the Bank, *provided that* the Employee accounts forsuch expenses as required under such policies and procedures.

 

5.  Benefits.

 

(a)  Participation in BenefitPlans.  The Employee shall beentitled to participate, to the same extent as executive officers of theCompany and the Bank generally, in all plans of the Company and the Bankrelating to pension, retirement, thrift, profit-sharing, savings, group orother life insurance, hospitalization, medical and dental coverage, travel andaccident insurance, education, cash bonuses, and other retirement or employeebenefits or combinations thereof.  Inaddition, the Employee shall be entitled to be considered for benefits underall of the stock and stock option related plans in which the Company’s or theBank’s executive officers are eligible or become eligible to participate.

 

(b)  Health Benefits.  The Employee shall be entitled, for thebenefit of himself and his spouse, to the same group hospitalization, medical,dental, prescription drug and other health benefits as are available toexecutive officers of the Company and/or the Bank generally on terms asfavorable to him, including amounts of coverage and deductibles and other coststo him, as apply to executive officers of the Company and/or the Bankgenerally, *provided that* when theEmployee or his spouse is eligible for Medicare coverage, his coverage underthis Section 5(b) shall be secondary to Medicare coverage (the “HealthBenefits”).

 

 (c)  Other Fringe Benefits.  The Employee shall be eligible toparticipate in, and receive benefits under, any other fringe benefit plans orperquisites which are or may become generally available to the Company’s or theBank’s executive officers.

 

6.  Vacations; Leave.  The Employee shall be entitled to annualpaid vacation in accordance with the policies established by the Board ofDirectors and the board of directors of the Bank for executive officers of theCompany and the Bank, and to voluntary leaves of absence, with or without pay,from time to time at such times and upon such conditions as the Board ofDirectors may determine in its discretion.

 

7.  Termination of Employment.

 

(a)  Involuntary Termination.  In the event of the Involuntary Terminationof the Employee, if the Employee has offered to continue to provide services ascontemplated by this

 

4

----

 

Agreement, and such offer has been declined, then, subject to Section7(b) of this Agreement, the Company shall, as liquidated damages:

 

(i) during the remaining term of this Agreement following the Date ofTermination (the “Remaining Term”), (A) pay to the Employee in cash monthlyone-twelfth of the Company Salary at the annual rate in effect immediatelyprior to the Date of Termination and one-twelfth of the average annual amountof cash bonus and cash incentive compensation of the Employee, based on theaverage amounts of such compensation earned by the Employee for the two fullfiscal years preceding the Date of Termination, *provided that* such payments shall be reduced by the amountsof cash compensation, if any, actually paid to the Employee by the ConsolidatedSubsidiaries for such period; and (B) continue to provide the benefitsdescribed in Section 5(c) and Section 5(d) of this Agreement;

 

(ii) within 30 days following the date on which the term of thisAgreement expires (the “Expiration Date”), pay to the Employee in a lump sum incash an amount equal to the excess of (A) the present value of the aggregatebenefits to which he would be entitled under any and all qualified andnon-qualified defined benefit pension plans covering executive officers of theCompany or the Bank if he were 100% vested thereunder, had continued to beemployed by the Company and the Bank during the Remaining Term and had receivedas covered compensation during such period the amounts payable to his underSection 7(a)(i) hereof, over (B) the present value of the benefits to which heis actually entitled under such plans as of the Expiration Date;

 

 (iii) within 30 daysfollowing the Expiration Date, pay to the Employee in a lump sum in cash anamount equal to the present value of the employer contributions to which hewould have been entitled under any and all qualified and non-qualified definedcontribution plans maintained by or covering executive officers of the Companyor the Bank if he were 100% vested thereunder, had continued to be employed bythe Company and the Bank during the Remaining Term and had received as coveredcompensation during such period the amounts payable to his under Section7(a)(i) hereof and assuming that he had made during such period the maximumamount of employee contributions, if any, required or permitted under suchplans for an individual receiving such covered compensation;

 

 (iv) during the RemainingTerm, the Company shall provide the Health Benefits to the Employee on the sameterms as if he had continued to be employed under this Agreement; and

 

 (v) following theexpiration of the term of this Agreement, the Company shall make the HealthBenefits available to the Employee, *providedthat* the Employee reimburses the Company for the amount the Companypays to third parties that is attributable to the Health Benefits for theEmployee and his spouse.

 

For purposes of this Section 7, present value shall be determined byusing the UP-1984 mortality table and the same discount rate as would apply toa determination of present value under Section 280G of the Internal RevenueCode of 1986, as amended (the “Code”).

 

(b)  Reduction of the Company’s Obligation Under Section7(a)(i).

 

 (i)  The Company’sobligations under Section 7(a)(i) hereof (A) to pay cash compensation shall bereduced by the amount of the Employee’s cash income, if any, earned from

 

5

----

 

providing services other than to the Company (or its successors) or theConsolidated Subsidiaries during the Remaining Term; and (B) to providebenefits described in Section 5(c) and Section 5(d) shall be suspended duringsuch time, if any, that an employer other than the Company or its successors orthe Consolidated Subsidiaries provides comparable benefits during the RemainingTerm.  For purposes of this Section7(b), the term “cash income” shall include amounts of salary, wages, bonuses,incentive compensation and fees paid to the Employee in cash but shall notinclude shares of stock, stock options, stock appreciation rights or otherearned income not paid to the Employee in cash.

 

 (ii)  The Employeeagrees that in the event he becomes entitled to liquidated damages pursuant toSection 7(a), throughout the Remaining Term, he shall promptly inform theCompany of the nature and amounts of cash income and benefits comparable tothose described in Section 5(c) and Section 5(d) which he earns from providingservices other than to the Company (or its successors) or the ConsolidatedSubsidiaries, and the nature of benefits he receives from another employer thatare similar to the Health Benefits, and shall provide such documentation ofsuch cash income and benefits as the Company may reasonably request.  In the event of changes to such cash incomeand benefits from time to time, the Employee shall inform the Company of suchchanges, in each case within 30 days after the change occurs, and shall providesuch documentation concerning the change as the Company may request.

 

 (iii) To the extent, ifany, that the Employee receives from another employer following InvoluntaryTermination benefits substantially similar to the Health Benefits on termssubstantially as favorable to him as the Health Benefits, the Company’sobligation to provide the Health Benefits under Section 7(a) shall be reducedso long as the Employee receives such substantially similar benefits fromanother employer.

 

 (c)  Change inControl.  Subject to Section 7(d)below, if, in connection with or within 18 months following a Change inControl, the Employee experiences Involuntary Termination, the Company shallpay to the Employee  (in addition to anypayments and benefits to which the Employee is entitled under Section 7(a) hereof)within 30 days following the Date of Termination, in a lump sum in cash, anamount equal to 299% of the Employee’s “base amount” as defined in Section 280Gof the Code, *provided that*thesum of the payments to be made under Section 7(a)(i)(A) and under thisSection 7(c) shall not exceed three times the sum of the Employee’s annualsalary as of immediately prior to such Involuntary Termination and averageannual amount of cash bonus and cash incentive compensation of the Employeecalculated as provided in Section 7(a)(i)(A).

 

 (d)  Certain Reductionof Payments.  Notwithstanding anyother provisions of this Agreement, if payments and benefits under thisAgreement, together with any other payments and benefits received or to bereceived by the Employee in connection with a change in control, would causeany amount to be nondeductible by the Bank or the Company for federal incometax purposes pursuant to Section 280G of the Code, then payments andbenefits under this Agreement shall be reduced (not less than zero) to theextent necessary so as to maximize payments and benefits to the Employeewithout causing any amount to become nondeductible by the Bank or the Companyby reason of Section 280G of the Code. The Employee shall determine the allocation of such reduction amongpayments and benefits to the Employee.

 

 (e)  Termination for Cause.  In theevent of Termination for Cause, the Company shall pay the Employee his CompanySalary through the Date of Termination and the Company

 

6

----

 

and its subsidiaries shall have no further obligation to the Employeeunder this Agreement after the Date of Termination.

 

(f)  Voluntary Termination.  The Employee may terminate his employment atany time by a notice pursuant to Section 8 of this Agreement.  If the Employee terminates his employmentother than by reason of any of the actions that constitute InvoluntaryTermination under Section 1(e)(ii) of this Agreement, such termination ofemployment shall constitute a “Voluntary Termination” and the Company shall beobligated to the Employee for the amount of his Company Salary and benefitsonly through the Date of Termination, at the time such payments are due, andshall have no further obligation to the Employee under this Agreement exceptpursuant to Section 5(b) hereof.

 

 (g)  Death.  In the event of the death of the Employee while employed underthis Agreement and prior to any termination of employment, (i) the Companyshall pay to the Employee’s estate, or such person as the Employee may havepreviously designated in writing, the Company Salary which was not previouslypaid to the Employee and which he would have earned if he had continued to beemployed under this Agreement through the last day of the calendar month inwhich the Employee died and (ii) the Company shall pay to the Employee’sestate, or such person as the Employee may have previously designated inwriting, the amounts of any benefits or awards which, pursuant to the terms ofany applicable plan or plans, were earned with respect to the fiscal year inwhich the Employee died and which the Employee would have been entitled toreceive if he had continued to be employed, and the amount of any bonus orincentive compensation for such fiscal year which the Employee would have beenentitled to receive if he had continued to be employed, pro-rated in accordancewith the portion of the fiscal year prior to his death; *provided that* such amounts shall bepayable when and as ordinarily payable under the applicable plans.

 

 (h)  Disability.  If the Employee becomes disabled as definedin the then current disability plan of the Company or the Bank, or if theEmployee is otherwise unable due to disability to serve in his presentcapacity, the Employee shall be entitled to receive the group and otherdisability income benefits, if any, of the type then provided by the Companyand the Bank for executive officers (the “Disability Benefits”).  In the event of such disability, thisAgreement shall not be suspended. However, the Company shall be obligated to pay the Employee compensationpursuant to Sections 4(a) and (b) hereof only to the extent that suchcompensation, at the rate then in effect and in the absence of such disability,would exceed (on an after tax basis) the Disability Benefits he receives.  In addition, the Company shall have theright, upon resolution of the Board of Directors, to discontinue paying cashcompensation pursuant to Sections 4(a) and (b) beginning six months following adetermination that Employee qualifies for benefits under this Section 7(h).

 

8.  Notice of Termination. In the event that the Company or the Bank, or both, desire to terminatethe employment of the Employee during the term of this Agreement, the Companyor the Bank, or both, shall deliver to the Employee a written notice of termination,stating whether such termination constitutes Termination for Cause orInvoluntary Termination, setting forth in reasonable detail the facts andcircumstances that are the basis for the termination, and specifying the dateupon which employment shall terminate, which date shall be at least 30 daysafter the date upon which the notice is delivered, except in the case ofTermination for Cause.  In the eventthat the Employee determines in good faith that he has experienced anInvoluntary

 

7

----

 

Termination of his employment, he shall send a written notice to theCompany stating the circumstances that constitute such Involuntary Terminationand the date upon which his employment shall have ceased due to suchInvoluntary Termination.  In the eventthat the Employee desires to effect a Voluntary Termination, he shall deliver awritten notice to the Company, stating the date upon which employment shallterminate, which date shall be at least 90 days after the date upon which thenotice is delivered, unless the Company and the Employee agree to a datesooner.

 

9.  Attorneys’ Fees.  The Company shall pay all legal fees andrelated expenses (including the costs of experts, evidence and counsel)incurred by the Employee as a result of (i) the Employee’s contesting ordisputing any termination of employment or (ii) the Employee’s seeking toobtain or enforce any right or benefit provided by this Agreement or by anyother plan or arrangement maintained by the Company (or its successors) or theConsolidated Subsidiaries under which the Employee is or may be entitled toreceive benefits; *provided that*the Company’s obligation to pay such fees and expenses is subject to theEmployee’s prevailing with respect to the matters in dispute in any actioninitiated by the Employee or the Employee’s having been determined to haveacted reasonably and in good faith with respect to any action initiated by theCompany or the Bank.

 

8

----

 

10.  No Assignments.

 

(a)  This Agreement is personal to the parties hereto, and noparty may assign or delegate any of its rights or obligations hereunder withoutfirst obtaining the written consent of the other party, *provided, however, that* the Company shallrequire any successor or assign (whether direct or indirect, by purchase,merger, consolidation or otherwise) by an assumption agreement in form andsubstance satisfactory to the Employee, to expressly assume and agree toperform this Agreement in the same manner and to the same extent that theCompany would be required to perform it if no such succession or assignment hadtaken place.  Failure of the Company toobtain such an assumption agreement prior to the effectiveness of any suchsuccession or assignment shall be a breach of this Agreement and shall entitlethe Employee to compensation and benefits from the Company in the same amountand on the same terms as provided in Section 7 hereof in the event ofInvoluntary Termination in connection with a Change in Control.  For purposes of implementing the provisionsof this Section 10(a), the date on which any such succession becomes effectiveshall be deemed the Date of Termination.

 

(b)  This Agreement and all rights of the Employee hereunder shallinure to the benefit of and be enforceable by the Employee’s personal and legalrepresentatives, executors, administrators, successors, heirs, distributees,devisees and legatees.

 

11.  Notice.  For the purposes of this Agreement, noticesand all other communications provided for in this Agreement shall be in writingand shall be deemed to have been duly given when personally delivered or sentby certified mail, return receipt requested, postage prepaid, to the Company atits home office, to the attention of the Board of Directors with a copy to theSecretary of the Company, or, if to the Employee, to such home or other addressas the Employee has most recently provided in writing to the Company.

 

12.  Amendments.  No amendments or additions to this Agreementshall be binding unless in writing and signed by both parties, except as hereinotherwise provided.

 

13.  Headings.  The headings used in this Agreement areincluded solely for convenience and shall not affect, or be used in connectionwith, the interpretation of this Agreement.

 

14.  Severability.  The provisions of this Agreement shall bedeemed severable and the invalidity or unenforceability of any provision shallnot affect the validity or enforceability of the other provisions hereof.

 

15.  Governing Law. ThisAgreement shall be governed by the laws of the Commonwealth of Kentucky.

 

16.  Arbitration.  Any dispute or controversy arising under orin connection with this Agreement shall be settled exclusively by arbitrationin accordance with the rules of the American Arbitration Association then ineffect.  Judgment may be entered on thearbitrator’s award in any court having jurisdiction.

 

IN WITNESS WHEREOF, the parties have executed this Agreement as of theday and year first above written.

 

9

----

 

THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BEENFORCED BY THE PARTIES.

 
| Attest:                    |   | CLASSIC BANCSHARES, INC.                    |
|----------------------------|--------|---------------------------------------------|
|                       |   |                                        |
| /s/ ***Lisah M. Frazier*** |   |                                        | /s/ **David B. Barbour** |
| Secretary                  |   | By: David B. Barbour                        |
|                       |   | Its: President and Chief  Executive Officer |
|                       |   |                                        |
|                       |   | EMPLOYEE                                    |
|                       |   |                                        |
|                       |   | /s/ **Robert S. Curtis**                    |
|                       |   | Robert S. Curtis                            |
|                            |        |                                             |  |

 

 

10

----