Exhibit 10.1
                                     FORM OF
                      THE FIRST NATIONAL BANK OF LITCHFIELD
                           FIRST AMENDED AND RESTATED
                    EXECUTIVE INCENTIVE RETIREMENT AGREEMENT

       THIS  FIRST  AMENDMENT  AND   RESTATEMENT  to  the  EXECUTIVE   INCENTIVE
RETIREMENT  AGREEMENT dated the __th day of __________,  200_ (this "Agreement")
is made this 20th day of November,  2008 by and between The First  National Bank
of  Litchfield,  a national  bank,  located  in  Litchfield,  Connecticut,  (the
"Company"), and _________________ (the "Executive").

                                  INTRODUCTION

       To encourage  the  Executive  to remain an employee of the  Company,  the
Company is willing to provide to the Executive a deferred incentive opportunity.
The Company will pay the benefits from its general assets.

                                    AGREEMENT

       The Executive and the Company agree as follows:

                                    Article 1
                                   Definitions

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

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

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

                  1.1.3 "Deferral Account" means the Company's accounting of the
         Executive's accumulated Deferrals plus accrued interest.

                  1.1.4 "Disability" means the Executive is (i) unable to engage
         in  any  substantial  gainful  activity  by  reason  of  any  medically
         determinable  physical  or mental  impairment  that can be  expected to
         result in death or can be expected to last for a  continuous  period of
         not less than twelve (12) months or (ii) receiving  income  replacement
         benefits  for a period  of not less  than  three  (3)  months  under an
         accident and health plan  covering the  employees of the Bank by reason
         of any medically  determinable  physical or mental impairment which can
         be  expected to result in death or last for a  continuous  period of at
         least twelve (12) months.  As a condition to any benefits,  the

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         Company may require the  Executive to submit to such physical or mental
         evaluations and tests as the Board of Directors deems appropriate.  The
         Executive will be deemed disabled if determined to be totally  disabled
         by the Social Security Administration.

                  1.1.5  "Early  Retirement  Age"  means  the  Executive's  55th
         birthday, provided he has completed at least 20 Years of Service.

                  1.1.6  "Early   Retirement  Date"  means  the  date  that  the
         Executive has terminated  employment  after attaining his 55th birthday
         but before his 65th  birthday  provided  he has  completed  at least 20
         Years of Service.

                  1.1.7 "Earnings" means the Company's reported Net Income after
         taxes.

                  1.1.8  "Earnings  Growth" means the  percentage  change in the
         Company's  Earnings over a one-year period,  measured on December 31 of
         each year.

                  1.1.9 "Effective Date" means ___________, 200_.

                  1.1.10  "Election  Form" means the Form attached as Exhibit 1.
         The  Election  Form must be  completed  at the time of  signing of this
         Agreement  and may not be amended with respect to any deferrals for any
         Plan Year unless such amended  Election  Form is received by June 30 of
         the Plan Year; if not received by such date, the amended  Election Form
         will  be  effective  with  respect  to  deferrals  for  the  Plan  Year
         commencing after the date the instructions are received by the Company.

                  1.1.11  "Extraordinary  Items" means those items recognized by
         Generally   Accepted   Accounting   Principles  as  extraordinary  that
         substantially  affect  shareholder  equity and/or the Company's assets.
         Examples of such items are stock  redemptions,  mergers,  acquisitions,
         stock splits and other items of that nature.

                  1.1.12  "Return  On  Equity"  means  the  Company's  Earnings,
         adjusted for Extraordinary Items, divided by the Company's common stock
         equity at the end of the same fiscal year.

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

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

                  1.1.15 "Plan Year" means the calendar  year.  The initial Plan
         Year shall be a short Plan Year  commencing on the  Effective  Date and
         ending on December 31 of the same year.

                  1.1.16 "Growth of Stock Rate" means the  percentage  change in
         the First Litchfield  Financial  Corporation's fair market value common
         stock  price  ("Stock  Price")  over a one  year  period,  measured  on
         December 31 of each year, with a guaranteed minimum of 4% and a maximum
         of 15%,  cumulatively.

                  1.1.17 "Termination of Employment" means the Executive ceasing
         to be employed by the Company for any reason  whatsoever,  voluntary or
         involuntary, other than by reason of an approved leave of absence.

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                  1.1.18  "Unforeseeable  Emergency"  means a  severe  financial
         hardship to the  participant  resulting  from an illness or accident of
         the Executive,  the Executive's spouse or a dependent of the Executive,
         loss  of  the  Executive's   property  due  to  casualty,   or  similar
         extraordinary  and unforeseeable  circumstances  arising as a result of
         events  beyond  the  control  of the  Executive,  as limited by Section
         409A(a)(1)(B)(ii)(II)  of the Code and  Treasury  Regulation  ss.409A-3
         under Section 409A of the Code.

                  1.1.19   "Years  of  Service"   means  the  total   number  of
         twelve-month  periods  during  which the  Executive  is  employed  on a
         full-time  basis by the Company,  inclusive  of any  approved  leave of
         absence.

                                    Article 2
                                    Incentive

         2.1  Incentive  Award.  The three (3) year rolling  average of Earnings
Growth and Return On Equity  (the  "ROE")  determined  as of December 31 of each
plan year  shall  determine  the  Executive's  Incentive  Award  Percentage,  in
accordance with the attached Schedule A. The chart on Schedule A is specifically
subject to change  annually at the sole  discretion  of the  Company's  Board of
Directors.  The Incentive Award is calculated annually by taking the Executive's
Base  Salary  for the  Plan  Year in  which  the ROE was  calculated  times  the
Incentive Award Percentage.

         2.2  Incentive  Deferral.  On March 1  following  each Plan  Year,  the
Company shall declare and pay the  Incentive  Award in the form of  compensation
and the Executive shall defer such amount to the Deferral Account.

                                    Article 3
                                Deferral Account

         3.1 Establishing and Crediting.  The Company shall establish a Deferral
Account on its books for the Executive, and shall credit to the Deferral Account
the following amounts:

                  3.1.1  Deferrals.  The Incentive  Deferral as determined under
         Article 2.

                  3.1.2  Interest.  On  March 1  following  each  Plan  Year and
         immediately  prior to the  payment  of any  benefits,  interest  on the
         account balance since the preceding credit under this Section 3.1.2, at
         an annual rate,  compounded monthly,  equal to the Growth of Stock Rate
         for the same period.

         3.2 Statement of Accounts.  The Company shall provide to the Executive,
within one hundred  twenty (120) days after each Plan Year, a statement  setting
forth the Deferral Account balance.

         3.3 Accounting Device Only. The Deferral Account is solely a device for
measuring amounts to be paid under this Agreement. The Deferral Account is not a
trust fund of any kind.  The  Executive is a general  unsecured  creditor of the
Company for the payment of  benefits.  The benefits  represent  the mere Company
promise to pay such  benefits.  The  Executive's  rights are not  subject in any
manner  to  anticipation,   alienation,  sale,  transfer,   assignment,  pledge,
encumbrance, attachment, or garnishment by the Executive's creditors.

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         3.4 Hardship. If an Unforeseeable  Emergency occurs, the Executive,  by
written  instructions to the Company, may elect to reduce future deferrals under
this  Agreement  with respect to  Incentive  Awards for the current Plan Year if
such  instructions  are received by June 30 of the Plan Year, or if not received
by such  date,  the Plan Year  commencing  after the date the  instructions  are
received by the Company.

                                    Article 4
                                Lifetime Benefits

         4.1 Normal Retirement  Benefit. If there is a Termination of Employment
of the Executive on or after the Executive's  Normal  Retirement Age for reasons
other than death,  the Company shall pay to the Executive the benefit  described
in this Section 4.1 in lieu of any other benefit under this Agreement.

                  4.1.1 Amount of Benefit. The benefit under this Section 4.1 is
         the Deferral Account balance on the Executive's Normal Retirement Date.

                  4.1.2 Payment of Benefit. The Company shall pay the benefit to
         the  Executive  commencing  on  the  first  day of  the  seventh  month
         following  the  Executive's  Termination  of  Employment  following the
         Executive's Normal Retirement Date in the form elected by the Executive
         on the Election  Form. If the Executive  elects to receive  payments in
         equal  monthly  installments,  the  Company  shall  continue  to credit
         interest  on  the  remaining  account  balance  during  any  applicable
         installment  period fixed at the rate in effect under  Section 3.1.2 on
         the date of the Executive's Termination of Employment.

         4.2 Early Retirement  Benefit.  If there is a Termination of Employment
of the  Executive  on or after the Early  Retirement  Age and  before the Normal
Retirement  Age,  and for reasons  other than death or  Disability,  the Company
shall pay to the Executive the benefit  described in this Section 4.2 in lieu of
any other benefit under this Agreement.

                  4.2.1 Amount of Benefit. The benefit under this Section 4.2 is
         the Deferral Account balance on the Executive's Early Retirement Date.

                  4.2.2 Payment of Benefit. The Company shall pay the benefit to
         the  Executive  in the form and on the  date no  earlier  than the date
         which is six (6) months after Termination of Employment  elected by the
         Executive on the Election  Form. If the  Executive  elects the Deferred
         Payment  Option or to receive  payments in equal monthly  installments,
         the Company shall continue to credit interest on the remaining  account
         balance during any applicable  installment  period fixed at the rate in
         effect under Section 3.1.2 on the date of the  Executive's  Termination
         of Employment.

         4.3 Early Termination  Benefit. If there is a Termination of Employment
of the Executive  before the Early  Retirement Age or Normal  Retirement Age for
reasons other than death or  Disability,  the Company shall pay to the Executive
the benefit  described in this Section 4.3 in lieu of any other  benefits  under
this Agreement.

                  4.3.1 Amount of Benefit. The benefit under this Section 4.3 is
         the vested portion of the Deferral  Account  balance on the Executive's
         Termination of Employment.

                  4.3.2  Vesting of Awards.  For  purposes of this  Section 4.3,
         Incentive  Awards  will  vest 20%

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         per year from the date the award was declared. The interest credited to
         each  Incentive  Award  will  also  vest 20% per year from the date the
         award was declared.

                  4.3.3 Payment of Benefit. The Company shall pay the benefit to
         the  Executive  in a single lump sum no earlier  than the date which is
         six (6) months after Termination of Employment.

       4.4  Disability  Benefit.  If the  Executive  terminates  employment  for
Disability  prior to the Early  Retirement  Age or Normal  Retirement  Age,  the
Company shall pay to the Executive the benefit  described in this Section 4.4 in
lieu of any other benefit under this Agreement.

                  4.4.1 Amount of Benefit. The benefit under this Section 4.4 is
         the Deferral Account balance at Termination of Employment.

                  4.4.2 Payment of Benefit. The Company shall pay the benefit to
         the Executive  commencing  on the first day of the month  following the
         Executive's  Termination  of  Employment  in the  form  elected  by the
         Executive  on the Election  Form.  If the  Executive  elects to receive
         payments in equal monthly  installments,  the Company shall continue to
         credit interest on the remaining  account balance during any applicable
         installment  period fixed at the rate in effect under  Section 3.1.2 on
         the date of the Executive's Termination of Employment.

         4.5  Subsequent  Election.  If the Executive  makes any election  under
Sections 4.1.2, 4.2.2, 4.4.2 or 5.1.2 subsequent to December 31, 2004 to delay a
payment or to change the form of payment,  (i) the  subsequent  election must be
made at least twelve (12) months prior to the date that the first  payment would
otherwise  have  been  made,  (ii)  payments  to be made  with  respect  to such
subsequent  election  shall be  deferred  for a period of not less five (5) five
years from the date such payments would otherwise have been made, and (iii) such
subsequent  election  shall not take  effect  until at least  twelve (12) months
after the date on which such subsequent election is made.

         4.6 Hardship Distribution.  Upon the Company's determination (following
petition by the  Executive)  that the  Executive  has suffered an  Unforeseeable
Emergency, the Company shall distribute to the Executive the amount necessary to
satisfy  such  emergency  plus  amounts   necessary  to  pay  taxes   reasonably
anticipated as a result of the  distribution,  as determined in accordance  with
Treasury Regulation ss.409A-3.


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                                    Article 5
                                 Death Benefits

         5.1 Death During Active  Service.  If the  Executive  dies while in the
active  service  of the  Company,  the  Company  shall  pay  to the  Executive's
beneficiary the benefit described in this Section 5.1.

                  5.1.1 Amount of Benefit.  The benefit under Section 5.1 is the
         greater of the Deferral  Account  balance or the  projected  retirement
         benefit as per the attached Schedule B.

                  5.1.2 Payment of Benefit. The Company shall pay the benefit to
         the beneficiary  commencing on the first day of the month following the
         Executive's  death in the form elected by the Executive on the Election
         Form. If the Executive  elects payments in equal monthly  installments,
         the Company shall continue to credit interest on the remaining  account
         balance during any applicable  installment  period fixed at the rate in
         effect under Section 3.1.2 on the date of the Executive's Death.

         5.2 Death During  Benefit  Period.  If the Executive dies after benefit
payments  have  commenced  under 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.

         5.3 Death After  Termination of Employment But Before Benefit  Payments
Commence. If the Executive is entitled to benefit payments under this Agreement,
but dies prior to the commencement of said benefit  payments,  the Company shall
pay the 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 6
                                  Beneficiaries

         6.1   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  written
designation.  However,  designations  will  only be  effective  if signed by the
Executive  and  accepted 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 in a lump sum.

         6.2  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 7
                               General Limitations

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         Notwithstanding  any provision of this  Agreement to the contrary,  the
Company shall not pay any benefit under this Agreement:

         7.1 Excess Parachute Payment. To the extent the benefit would create an
excise tax under the excess parachute rules of Section 280G of the Code.

         7.2 Termination  for Cause.  If the Company  terminates the Executive's
employment for:

                  7.2.1 Gross negligence or gross neglect of duties;

                  7.2.2  Commission  of  a  felony  or  of a  gross  misdemeanor
         involving moral turpitude; or

                  7.2.3 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.

         7.3 Suicide.  If the Executive  commits  suicide within two years after
the  date  of  this  Agreement,  or if  the  Executive  has  made  any  material
misstatement  of fact on any  application  for life  insurance  purchased by the
Company.

                                    Article 8
                          Claims and Review Procedures

         8.1 Claims  Procedure.  The Company  shall  notify any person or entity
that makes a claim against this  Agreement (the  "Claimant") in writing,  within
ninety (90) days of Claimant's written  application for benefits,  of his or her
eligibility or noneligibility for benefits under this Agreement.  If the Company
determines that the Claimant is not eligible for benefits or full benefits,  the
notice shall set forth (1) the specific reasons for such denial,  (2) a specific
reference to the provisions of this Agreement on which the denial is based,  (3)
a  description  of any  additional  information  or material  necessary  for the
Claimant to perfect his or her claim, and a description of why it is needed, and
(4) an  explanation  of this  Agreement's  claims  review  procedure  and  other
appropriate  information  as to the steps to be taken if the Claimant  wishes to
have the claim  reviewed.  If the  Company  determines  that  there are  special
circumstances  requiring  additional time to make a decision,  the Company shall
notify  the  Claimant  of the  special  circumstances  and the  date by  which a
decision is expected to be made, and may extend the time for up to an additional
ninety-day period.

         8.2 Review Procedure.  If the Claimant is determined by the Company not
to be eligible  for  benefits,  or if the  Claimant  believes  that he or she is
entitled  to  greater  or  different  benefits,  the  Claimant  shall  have  the
opportunity  to have such claim reviewed by the Company by filing a petition for
review  with the  Company  within  sixty (60) days  after  receipt of the notice
issued by the Company.  Said petition shall state the specific reasons which the
Claimant  believes  entitle him or her to  benefits  or to greater or  different
benefits.  Within sixty (60) days after  receipt by the Company of the petition,
the Company shall afford the Claimant (and counsel,  if any) an  opportunity  to
present  his or her  position  to the  Company  orally  or in  writing,  and the
Claimant (or counsel)  shall have the right to review the  pertinent  documents.
The Company  shall  notify the  Claimant of its  decision in writing  within the
sixty-day period,  stating specifically the basis of its decision,  written in a
manner  calculated to be understood by the Claimant and the specific  provisions
of this Agreement on which the decision is based.  If, because of the need for a

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hearing,  the sixty-day  period is not sufficient,  the decision may be deferred
for up to another sixty-day period at the election of the Company, but notice of
this deferral shall be given to the Claimant.

                                    Article 9
                           Amendments and Termination

         This Agreement may be amended or terminated only by a written agreement
signed by the Company.

                                   Article 10
                                  Miscellaneous

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

         10.2 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.

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

         10.4 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.

         10.5 Tax  Withholding.  The Company  shall  withhold any taxes that are
required to be withheld from the benefits provided under this Agreement.

         10.6  Applicable  Law.  The  Plan  and all  rights  hereunder  shall be
governed by and construed  according to the laws of  Connecticut,  except to the
extent preempted by the laws of the United States of America.

         10.7 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.

         10.8  Recovery of Estate  Taxes.  If the  Executive's  gross estate for
federal estate tax purposes  includes any amount  determined by reference to and
on  account  of  this  Agreement,  and if the  beneficiary  is  other  than  the
Executive's  estate,  then the  Executive's  estate shall be entitled to recover
from the

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beneficiary  receiving such benefit under the terms of the Agreement,  an amount
by which the total estate tax due by the Executive's  estate,  exceeds the total
estate tax which  would have been  payable if the value of such  benefit had not
been included in the Executive's  gross estate. If there is more than one person
receiving such benefit, the right of recovery shall be against each such person.
In the event the  beneficiary  has a liability  hereunder,  the  beneficiary may
petition  the  Company  for a lump sum  payment  in an amount  not to exceed the
beneficiary's liability hereunder.

         10.9 Entire  Agreement.  This Agreement  supersedes the prior agreement
between  Company and the Executive on the subject  matter hereof dated  December
19,  2002 and  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.

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

                  10.10.1  Interpreting the provisions of this Agreement;

                  10.10.2  Establishing  and revising  the method of  accounting
                           for this Agreement;

                  10.10.3  Maintaining a record of benefit payments; and 10.10.4
                           Establishing   rules   and   prescribing   any  forms
                           necessary or desirable to administer this Agreement.

         10.11  Designated  Fiduciary.  For purposes of the Employee  Retirement
Income  Security  Act of 1974,  if  applicable,  the Company  shall be the named
fiduciary and plan  administrator  under the Agreement.  The named fiduciary may
delegate  to  others   certain   aspects  of  the   management   and   operation
responsibilities  of the plan  including  the  employment  of  advisors  and the
delegation of ministerial duties to qualified individuals.

         10.12  Section  409A.  All  provisions  of  this  Agreement   shall  be
interpreted to be compliant with the provisions of Section 409A of the Code, and
regulations  and rulings  issued  thereunder,  so as not to subject the benefits
accruing hereunder to taxation pursuant to Section 409A(a)(1).


                           (Signatures on next page.)



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         IN WITNESS WHEREOF, the Executive and a duly authorized Company officer
have signed this Agreement.

EXECUTIVE:                                    COMPANY:

The First National Bank of Litchfield


_______________________________               By    ____________________________

                                              Title  ___________________________



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                                  EXHIBIT 1 TO

                    EXECUTIVE INCENTIVE RETIREMENT AGREEMENT

                           Normal Retirement Benefits
                           --------------------------
I elect to receive my Normal  Retirement  Benefits  under  Section  4.1.2 of the
Agreement in the following form:
[Initial One]

____ Lump sum

____ Equal monthly installments for 180 months.

                            Early Retirement Benefits
                            -------------------------
I elect to receive  my Early  Retirement  Benefits  under  Section  4.2.2 of the
Agreement in the following form:
[Initial One]

____  Lump  sum,  payable  on the  first  day of the  month  following  my Early
Retirement Date.

____ Deferred Lump sum, payable on ________________________________________.

____ Equal monthly  installments  for 180 months  commencing on the first day of
the month following my Early Retirement Date.

____ Deferred Equal monthly installments for 180 months commencing on _________.

                               Disability Benefits
                               -------------------
I elect to receive my Disability  Benefits  under Section 4.4.2 of the Agreement
in the following form:
[Initial One]

____ Lump sum

____ Equal monthly installments for 180 months.

                                 Death Benefits
                                 --------------
I elect to have my Death  Benefit paid under  Section  5.1.2 of the Agreement in
the following form:
[Initial One]

____ Lump sum

____ Equal monthly installments for 180 months.


Signature   ___________________________________

Date   ____________________________

Accepted by the Company this _______ day of ________________, 200_.

By  ______________________________

Title  ___________________________


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                             BENEFICIARY DESIGNATION


                      The First National Bank of Litchfield
                    EXECUTIVE INCENTIVE RETIREMENT AGREEMENT


I  designate  the  following  as  beneficiary  of any death  benefits  under the
Executive Incentive Retirement Agreement:

Primary:  ______________________________________________________________________
________________________________________________________________________________

Contingent:  ___________________________________________________________________
________________________________________________________________________________

Note:    To  name a  trust  as  beneficiary,  please  provide  the  name  of the
         trustee(s) and the exact name and date of the trust agreement.
                            -----

I understand  that I may change these  beneficiary  designations by filing a new
written designation with the Company. I further understand that the designations
will be automatically  revoked if the beneficiary  predeceases me, or, if I have
named my spouse as beneficiary and our marriage is subsequently dissolved.


Signature   _____________________________

Date   __________________________________


Accepted by the Company this ______ day of _________________, 200_.


By  _______________________________

Title  ____________________________



Earnings    11.0%    8.9     9.7    10.5
<PAGE>



                                   Schedule A


                      Deferred Bonus as a % of Annual Fees

                   -----------------------------------------------
            14.0%   11.0    12.1    13.1    14.1    15.1    16.1
                   -----------------------------------------------
            13.0%   10.3    11.3    12.2    13.1    14.1    15.0
                   -----------------------------------------------
            12.0%    9.6    10.5    11.4    12.2    13.1    14.0
                   -----------------------------------------------
Earnings    11.0%    8.9     9.7    10.5    11.3    12.1    13.0
 Growth            -----------------------------------------------
            10.0%    8.2     8.8     9.7    10.4    11.2    11.9
                   -----------------------------------------------
             9.0%    7.5     8.1     8.8     9.5    10.2    10.9
                   -----------------------------------------------
             8.0%    6.8     7.5     8.0     8.6     9.2     9.8
                   -----------------------------------------------
             7.0%    6.1     6.5     7.2     7.7     8.3     8.8
                   -----------------------------------------------
             6.0%    5.3     5.9     6.3     6.8     7.3     7.8
                   -----------------------------------------------
             5.0%    4.6     5.0     5.5     5.9     6.3     6.7
                   -----------------------------------------------
                    11.0%   12.0%   13.0%   14.0%   15.0%   16.0%

                                Return on Equity




                                       13