Exhibit 10.10

                     EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN

                               EXECUTIVE AGREEMENT


     THIS  AGREEMENT  is  made and entered into this ____ day of ______________,
2002, by and between Cherokee Bank, a bank organized and existing under the laws
of  the  State  of  Georgia  (hereinafter  referred  to  as  the  "Bank"),  and
_________________,  an  Executive  of  the  Bank (hereinafter referred to as the
"Executive").

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

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

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

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


I.     DEFINITIONS

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

            The Effective Date of the Executive Plan shall be November 30, 2001.


<PAGE>
     B.     Plan  Year:

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

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

            Retirement  Date  shall  mean  retirement from service with the Bank
            which  becomes  effective  on  the  first  day of the calendar month
            following  the  month  in which the Executive reaches age sixty-five
            (65)  or  such  later  date  as  the  Executive may actually retire.

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

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

     E.     Pre-Retirement  Account:
            -----------------------

            A Pre-Retirement Account shall be established as a liability reserve
            account  on  the books of the Bank for the benefit of the Executive.
            Prior  to  the Executive's Termination of Service or the Executive's
            retirement,  whichever  event  shall  first  occur,  such  liability
            reserve  account  shall  be  increased  or decreased each Plan Year,
            until  the aforestated event occurs, by the Index Retirement Benefit
            (Subparagraph  I  [F]).

     F.     Index  Retirement  Benefit:
            --------------------------

            The  Index  Retirement  Benefit  for each Executive in the Executive
            Plan for each Plan Year shall be equal to the excess (if any) of the
            Index  (Subparagraph  I [G]) for that Plan Year over the Opportunity
            Cost  (Subparagraph  I  [H]) for that Plan Year, divided by a factor
            equal  to  1.06  minus  the  marginal  tax  rate.

     G.     Index:
            -----

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


                                        2
<PAGE>
            Insurance  Company:
            Policy  Form:
            Policy  Name:
            Insured's  Age  and  Sex:
            Riders:
            Ratings:
            Option:
            Face  Amount:
            Premiums  Paid:
            Number  of  Premium  Payments:
            Assumed  Purchase  Date:

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

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

     H.     Opportunity  Cost:
            -----------------

            The Opportunity Cost for any Plan Year shall be calculated by taking
            the  sum  of  the amount of premiums for the life insurance policies
            described  in  the  definition  of  "Index"  plus  the amount of any
            after-tax  benefits  paid to the Executive pursuant to the Executive
            Plan  (Paragraph  II  hereinafter)  plus  the amount of all previous
            years'  after-tax  Opportunity Cost, and multiplying that sum by the
            average  after-tax  yield  of  a one-year Treasury bill for the Plan
            Year.

     I.     Change  of  Control:
            -------------------

            Change  of  Control means the cumulative transfer of more than fifty
            percent  (50%)  of  the  voting stock of the Bank from the Effective
            Date  of  this  Executive  Plan.  For the purposes of this Executive
            Plan,  transfers  made  on  account  of  deaths  or gifts, transfers
            between  family  members or transfers to a qualified retirement plan
            maintained  by  the  Bank  shall  not  be  considered in determining
            whether  there  has  been  a Change of Control.


                                        3
<PAGE>
     J.     Normal Retirement Age:
            ----------------------

            Normal  Retirement  Age  shall  mean the date on which the Executive
            attains  age  sixty-five  (65).

II.     INDEX  BENEFITS

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

            Subject to Subparagraph II (D) hereinafter, an Executive who remains
            in  the  employ  of  the  Bank  until  the  Normal  Retirement  Age
            (Subparagraph I [J]) shall be entitled to receive the balance in the
            Pre-Retirement  Account  in  fifteen  (15) equal annual installments
            commencing thirty (30) days following the Executive's retirement. In
            addition  to these payments and commencing in conjunction therewith,
            the Index Retirement Benefit (Subparagraph I [F]) for each Plan Year
            subsequent  to  the  Executive's  retirement,  and  including  the
            remaining  portion of the Plan Year following said retirement, shall
            be  paid  to  the  Executive  until  the  Executive's  death.

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

            Subject  to  Subparagraph  II  (D),  should  an  Executive  suffer a
            Termination  of  Service, the Executive shall be entitled to receive
            ten  percent (10%) times the number of full years of employment with
            the  Bank  from  the  date  of  first employment with the Bank (to a
            maximum  of  100%),  times the balance in the Pre-Retirement Account
            payable  to  the Executive in fifteen (15) equal annual installments
            commencing  thirty  (30)  days  following  the  Executive's  Normal
            Retirement  Age  (Subparagraph I [J]). In addition to these payments
            and commencing in conjunction therewith, ten percent (10%) times the
            number  of  full  years of employment with the Bank from the date of
            first  employment  with  the  Bank (to a maximum of 100%), times the
            Index  Retirement  Benefit for each Plan Year subsequent to the year
            in  which the Executive attains Normal Retirement Age, and including
            the  remaining  portion  of  the  Plan  Year  in which the Executive
            attains  Normal Retirement Age, shall be paid to the Executive until
            the  Executive's  death.

     C.     Death:
            -----

            Should the Executive die while there is a balance in the Executive's
            Pre-Retirement  Account (Subparagraph I [E]), said unpaid balance of
            the  Executive's  Pre-Retirement Account shall be paid in a lump sum
            to  the  individual or individuals the Executive may have designated
            in  writing and filed with the Bank. In the absence of any effective
            beneficiary  designation,  the  unpaid  balance shall be paid as set
            forth  herein to the duly qualified executor or administrator of the


                                        4
<PAGE>
            Executive's  estate.  Said  payment  due hereunder shall be made the
            first  day  of  the  second  month  following  the  decease  of  the
            Executive.

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

            Should  the  Executive  be  Discharged  for  Cause  at any time, all
            benefits under this Executive Plan shall be forfeited. The term "for
            cause"  shall  mean  any  of the following that result in an adverse
            effect  on the Bank: (i) gross negligence or gross neglect; (ii) the
            commission  of  a  felony  or  gross  misdemeanor  involving  moral
            turpitude,  fraud, or dishonesty; (iii) the willful violation of any
            law,  rule, or regulation (other than a traffic violation or similar
            offense);  (iv)  an intentional failure to perform stated duties; or
            (v)  a  breach  of  fiduciary  duty  involving personal profit. If a
            dispute  arises  as  to discharge "for cause," such dispute shall be
            resolved  by  arbitration  as  set  forth  in  this  Executive Plan.

     E.     Death  Benefit:
            --------------

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

     F.     Disability  Benefit:
            -------------------

            In the event the Executive becomes disabled prior to any Termination
            of  Service, and the Executive's employment is terminated because of
            such  disability,  he shall immediately begin receiving the benefits
            in  Subparagraph  II  (A)  above.  Such  benefit shall begin without
            regard  to  the  Executive's Normal Retirement Age and the Executive
            shall  be  one  hundred  percent (100%) vested in the entire benefit
            amount.  If  there  is  a dispute regarding whether the Executive is
            disabled,  such dispute shall be resolved by a physician selected by
            the  Bank  and  such resolution shall be binding upon all parties to
            this  Agreement.

III.     DEFERRAL  BENEFITS

     A.     Deferral  Election:
            ------------------

            Any Executive wishing to defer any portion or all of the Executive's
            compensation  may  elect to defer up to twenty-five percent (25%) of
            compensation  each  year for a maximum of five (5) years. At the end
            of  the  five-year  period,  the  Board  shall  have  the  option of
            extending  the  deferral period for any amount of time it shall deem
            to  be appropriate. The Executive will make the election to defer by
            filing with the Bank a written statement setting forth the amount of
            the  deferrals  and the Executive's election of payment as set forth
            in  Subparagraph  III  (C) hereinafter. This statement must be filed
            prior  to  having  earned  the  deferred  income.


                                        5
<PAGE>
     B.     Deferred  Compensation  Account:
            -------------------------------

            The Bank shall establish a Deferred Compensation Account in the name
            of  the  Executive  and  credit that account with the deferrals. The
            Bank shall also credit interest to the Deferred Compensation Account
            balance  on  December  31st of each year. The interest rate credited
            shall  be  one  hundred  percent  (100%)  of the yield of a one-year
            Treasury  bill  as  of  the  crediting  date.

     C.     Retirement,  Termination  of  Service  or  Death:
            ------------------------------------------------

            Upon  the  Executive's  Retirement  Date  or  Termination of Service
            (Subparagraphs  I  [C]  and  [D]  hereinabove),  the  balance of the
            Executive's  Deferred  Compensation  Account  shall  be  payable  as
            elected  by  the  Executive  one  (1)  year  prior to receiving said
            benefit  payable  to  the  Executive thirty (30) days following said
            event.  If  the  Executive fails to make said payment election, then
            the Executive shall be paid in ten (10) equal annual installments as
            set  forth herein. Should the Executive die while there is a balance
            in the Executive's Deferred Compensation Account, such balance shall
            be  paid  pursuant  to  Subparagraph  II  (C)  hereinabove.

IV.   RESTRICTIONS  UPON  FUNDING

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

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

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


                                        6
<PAGE>
V.    CHANGE  OF  CONTROL

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

VI.   MISCELLANEOUS

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

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

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

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

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

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


                                        7
<PAGE>
     D.     Gender:
            ------

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

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

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

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

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

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

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

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

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

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

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

     J.     Employment:
            ----------

            No  provision  of this Executive Plan shall be deemed to restrict or
            limit  any existing employment agreement by and between the Bank and
            the  Executive,  nor  shall  any  conditions  herein create specific
            employment  rights  to  the  Executive  nor  limit  the right of the


                                        8
<PAGE>
            Employer  to  discharge  the  Executive  with or without cause. In a
            similar  fashion, no provision shall limit the Executive's rights to
            voluntarily  sever  the  Executive's  employment  at  any  time.

VII.     ERISA  PROVISION

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

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

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

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

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

            If  claimants  continue  to  dispute  the  benefit denial based upon
            completed  performance  of  this  Executive  Plan or the meaning and
            effect  of  the  terms  and  conditions  thereof, then claimants may


                                        9
<PAGE>
            submit  the  dispute  to  an  arbitrator  for final arbitration. The
            arbitrator shall be selected by mutual agreement of the Bank and the
            claimants.  The  arbitrator  shall  operate  under  any  generally
            recognized  set  of arbitration rules. The parties hereto agree that
            they  and  their  heirs,  personal  representatives,  successors and
            assigns  shall  be  bound  by  the  decision of such arbitrator with
            respect  to  any  controversy  properly  submitted  to  it  for
            determination.

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

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

      The  Bank is entering into this Agreement upon the assumption that certain
      existing  tax laws, rules and regulations will continue in effect in their
      current  form. If any said assumptions should change and said change has a
      detrimental  effect  on  this  Executive  Plan, then the Bank reserves the
      right  to  terminate  or  modify  this  Agreement  accordingly;  provided,
      however,  that the Executive shall be entitled to receive at least his/her
      Executive's  Deferred Compensation Account including interest earned. Upon
      a Change of Control (Subparagraph I [I]), this paragraph shall become null
      and  void  effective  immediately  upon  said  Change  of  Control.


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

     CHEROKEE  BANK
                              Canton,  Georgia





____________________________  By:  ____________________________
Witness                                                  Title



____________________________       ____________________________
Witness                            Insured


                                       10
<PAGE>
                          BENEFICIARY DESIGNATION FORM
                         FOR THE EXECUTIVE SUPPLEMENTAL
                            RETIREMENT PLAN AGREEMENT


PRIMARY  DESIGNATION:

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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


SECONDARY  (CONTINGENT)  DESIGNATION:

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


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



____________________________       ____________________________
Participant                        Date


                                       11
<PAGE>
                              DEFERRAL DECLARATION


I.    AUTHORIZATION  AND  AMOUNT  OF  DEFERRAL

      The undersigned ____________________, an Executive of Cherokee Bank hereby
      elects  to  defer ___________ ($ or percent) of the Executive's income for
      the  year  ______  and  all  subsequent  years  thereafter pursuant to the
      Executive  Supplemental  Retirement Plan Executive Agreement effective the
      ______  day  of  ___________,  _____  unless  modified  by  the  Executive
      accordingly. The undersigned is a party to the above referenced agreement.

II.   DISTRIBUTION  ELECTION

      Pursuant  to  the  Provisions of my Executive Supplemental Retirement Plan
      Executive  Agreement  with  Cherokee  Bank,  I  hereby  elect  to have any
      distribution  of  the  balance  in  my  Deferral  Account  paid  to  me in
      installments  as  designated  below:

      ______      Lump  sum.

      ______      Five  (5)  annual  installments  with  the  amount  of  each
                  installment determined as of each installment date by dividing
                  the  entire  amount  in  my  Benefit  Account by the number of
                  installments  then  remaining  to  be  paid,  with  the  final
                  installment  to be the entire remaining balance in the Benefit
                  Account.

      ______      Ten  (10)  annual  installments  with  the  amount  of  each
                  installment determined as of each installment date by dividing
                  the  entire  amount  in  my  Benefit  Account by the number of
                  installments  then  remaining  to  be  paid,  with  the  final
                  installment  to be the entire remaining balance in the Benefit
                  Account.

      ______      Fifteen  (15)  annual  installments  with the amount of each
                  installment determined as of each installment date by dividing
                  the  entire  amount  in  my  Benefit  Account by the number of
                  installments  then  remaining  to  be  paid,  with  the  final
                  installment  to be the entire remaining balance in the Benefit
                  Account.

      ______      The  aforestated  length  of  time  for  payments in monthly
                  installments.


Date: ___________               Participant: ______________________________


                                       12
<PAGE>