EXHIBIT 10.3
         Supplemental Retirement Agreement between NBT Bancorp Inc., NBT
     Bank, National Association and Daryl R. Forsythe made as of January 1,
          1995 and as revised on April 28, 1998, and on January 1, 2000


<PAGE>


                        SUPPLEMENTAL RETIREMENT AGREEMENT

               (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2000)

         This  sets  forth  the  terms  of  an  agreement  for  the  payment  of
supplemental  retirement income ("Agreement") made as of January 1, 1995 (and as
revised on April 28, 1998, and on January 1, 2000) between (i) NBT BANCORP INC.,
a Delaware  corporation  and a registered  bank holding  company,  and NBT BANK,
NATIONAL ASSOCIATION, a national banking association chartered under the laws of
the  United  States,   both  having  offices   located  at  Norwich,   New  York
(collectively,  the "Bank"), and (ii) DARYL R. FORSYTHE,  an individual residing
at 21 Ridgeland Road,  Norwich,  New York 13815, and who is a member of a select
group of  management  or highly  compensated  employees  within  the  meaning of
section  201(2) of the  Employee  Retirement  Income  Security  Act of 1974,  as
amended ("Forsythe").

         1.       PURPOSE OF THE AGREEMENT.  The purpose of this Agreement is to
provide Forsythe a supplemental  retirement benefit in accordance with the terms
of this Agreement.

         2.       DEFINITIONS.  For purposes of this Agreement, the following
words shall have the meaning indicated:

                  (a) ACTUARIAL  EQUIVALENT.  "Actuarial  Equivalent" shall
have the same meaning the term "Actuarial  Equivalent" has under Section 2.03 of
the Qualified Plan using the following actuarial assumptions:

                      MORTALITY:       "Applicable  Mortality  Rate" as
such  term is  defined  in  Section  2.03c of the Qualified Plan.

                      INTEREST RATE:   "Applicable Interest Rate" as such
term is defined in Section 2.09b of the Qualified Plan.

                  (b) BENEFICIARY.  "Beneficiary"  shall mean such living person
         or  living   persons   designated  by  Forsythe  in   accordance   with
         subparagraph  5(a) to receive  benefits under this Agreement  after his
         death, or his personal or legal representative, all as herein described
         and  provided.  If no  Beneficiary  is  designated by Forsythe or if no
         Beneficiary  survives  Forsythe,  the  Beneficiary  shall be Forsythe's
         estate.

                  (c) CAUSE.  "Cause" shall mean Forsythe's:

                           (i) willful or gross  misconduct  with respect to the
                  business  and affairs of the Bank,  or with  respect to any of
                  its  affiliates  for  which  Forsythe  is  assigned   material
                  responsibilities or duties;

                           (ii) conviction of a felony (after the earlier of the
                  expiration of any applicable appeal period without  perfection
                  of an appeal by  Forsythe  or the  denial of any  appeal as to
                  which no further  appeal or review is  available  to Forsythe)
                  whether or not  committed in the course of his  employment  by
                  the Bank;

<PAGE>
                           (iii) willful neglect,  failure,  or refusal to carry
                  out his duties  under the  Employment  Agreement  between  NBT
                  Bancorp  Inc.  and  Forsythe  dated as of January 1, 2000 (the
                  "Employment Agreement") in a reasonable manner (other than any
                  such  failure  resulting  from  disability  or  death  or from
                  termination  by Forsythe  for Good  Reason,  as defined in the
                  Employment  Agreement)  after a written demand for substantial
                  performance   is  delivered  to  Forsythe  that   specifically
                  identifies the manner in which the Bank believes that Forsythe
                  has not  substantially  performed  his  duties  and he has not
                  resumed substantial  performance of his duties on a continuous
                  basis within thirty days of receiving such demand; or

                           (iv)  breach of any  representation  or  warranty  in
                  section 6(a) of the  Employment  Agreement or of any agreement
                  contained  in  section  1, 4,  5,  or  6(b) of the  Employment
                  Agreement, which breach is material and adverse to the Bank or
                  any of its affiliates for which Forsythe is assigned  material
                  responsibilities or duties.

                  (d) CHANGE OF CONTROL. "Change of Control" shall mean a Change
         in Control  as such term is defined in the Change of Control  Agreement
         between  Forsythe and the Bank dated January 1, 2000 (a revision of the
         April 28, 1998 and February 21, 1995 agreements).

                  (e) CODE.  "Code" shall mean the Internal Revenue Code of
1986, as amended.

                  (f) DETERMINATION  DATE.  "Determination  Date"  shall
mean  the  earlier  of (i) the  date of  termination  of Forsythe's employment
with the Bank or (ii) the first day of the month following Forsythe's 65th
birthday.

                  (g) FINAL AVERAGE  COMPENSATION.  "Final Average Compensation"
         shall have the same meaning the term "Final Average  Compensation"  has
         under Section 2.27 of the Qualified  Plan,  except that in  determining
         the amount of Compensation (as defined in Section 2.14 of the Qualified
         Plan)  to be used  in  calculating  Final  Average  Compensation  under
         Section 2.27 of the Qualified Plan,  Compensation  shall not be subject
         to the compensation limitation of section 401(a)(17) of the Code.

                  (h) FULL-TIME  EMPLOYEE.  "Full-Time  Employee"  shall mean an
employee who works not less than 1,000 hours in a calendar year.

                  (i) OTHER RETIREMENT BENEFITS.  "Other Retirement Benefits"
shall mean the sum of:

                           (i) The annual benefit payable to Forsythe from the
Qualified Plan, plus


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<PAGE>

                           (ii) The annual benefit that could be provided by (A)
                  Bank  contributions  (other than elective  deferrals)  made on
                  Forsythe's  behalf  under  the NBT  Bancorp  Inc.  401(k)  and
                  Employee  Stock  Ownership  Plan,  and (B) actual  earnings on
                  contributions in (A), if such  contributions and earnings were
                  converted  to a benefit  payable at age 65 in the same form as
                  the  benefit  paid  under  this  Agreement,   using  the  same
                  actuarial assumptions as are provided under subparagraph 2(a).

                  The amount of Other Retirement Benefits shall be determined by
         an actuary  selected by the Bank,  with such  determination  to be made
         without  reduction for payment of benefits  prior to any stated "normal
         retirement  date" and without  regard to whether  Forsythe is receiving
         payment  of such  benefits  on the  Determination  Date.  To the extent
         Forsythe receives a payment of Other Retirement  Benefits  described in
         subparagraph  2(i)(ii)  prior to the date the  Supplemental  Retirement
         Benefit is  determined  pursuant to this  Agreement,  the total of such
         Other Retirement Benefits shall be determined by including and assuming
         that such  amounts  earned  interest  at a  variable  rate equal to the
         one-year  United States  Treasury bill rate as reported in the New York
         edition of The Wall Street Journal on the  Determination  Date from the
         date received to the date Other Retirement  Benefits are calculated for
         purposes of this Agreement.

                  (j)      PRESENT  VALUE.  "Present  Value" shall mean the
present  value of a benefit  determined on the basis of the following actuarial
assumptions:

                           MORTALITY:      "Applicable  Mortality  Rate" as such
term is  defined  in  Section  2.03c of the Qualified Plan.

                           INTEREST RATE:  "Applicable Interest Rate" as such
term is defined in Section 2.09b of the Qualified Plan.

                  (k)      QUALIFIED PLAN.  "Qualified Plan" shall mean the NBT
BANCORP Inc. Defined Benefit Pension Plan.

                  (l)      SOCIAL SECURITY  BENEFIT.  "Social Security Benefit"
shall mean Forsythe's actual social security benefit at his Social Security
Retirement Age.

                  (m)      SOCIAL  SECURITY  RETIREMENT  AGE.  "Social  Security
Retirement  Age" shall have the same meaning the term "Social Security
Retirement Age" has under Section 2.58 of the Qualified Plan.

                  (n)      YEAR OF SERVICE.  "Year of Service"  shall mean a
calendar  year in which  Forsythe  completes not less than 1,000 hours of
service.


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<PAGE>

         3.       AMOUNT OF SUPPLEMENTAL RETIREMENT BENEFIT.

                  (a)      SUPPLEMENTAL RETIREMENT BENEFIT.

                           (i) AMOUNT  PAYABLE ON AND AFTER AGE 65. If  Forsythe
                  shall  remain  employed  by the Bank until  reaching  his 65th
                  birthday, serving as a Full-Time Employee until such date, and
                  subject to the other terms and  conditions of this  Agreement,
                  the Bank shall pay Forsythe an annual "Supplemental Retirement
                  Benefit" determined as follows:

                                    (A) ON AND  AFTER AGE 65 BUT  BEFORE  SOCIAL
                           SECURITY  RETIREMENT AGE.  Forsythe shall be entitled
                           to a Supplemental Retirement Benefit on and after his
                           65th   birthday   but  before  his  Social   Security
                           Retirement  Age in an amount  equal to the  excess of
                           (1)  75   percent   of   Forsythe's   Final   Average
                           Compensation,  over (2) Forsythe's  Other  Retirement
                           Benefits, determined as of the Determination Date and
                           calculated in accordance with paragraph 2(i).

                                    (B) ON AND AFTER SOCIAL SECURITY  RETIREMENT
                           AGE.  Forsythe  shall be entitled  to a  Supplemental
                           Retirement  Benefit on and after his Social  Security
                           Retirement  Age in an amount  equal to the  excess of
                           (1)  75   percent   of   Forsythe's   Final   Average
                           Compensation,  over  (2) the  sum of (aa)  Forsythe's
                           Other  Retirement  Benefits,  determined  as  of  the
                           Determination  Date and calculated in accordance with
                           paragraph 2(i), plus (bb) Forsythe's  Social Security
                           Benefit.

                           (ii)  AMOUNT  PAYABLE  ON AND AFTER AGE 56 BUT BEFORE
                  AGE 60. If Forsythe  shall  remain  employed by the Bank until
                  reaching his 56th  birthday,  serving as a Full-Time  Employee
                  until  such  date and he  continues  to  serve as a  Full-Time
                  Employee until the date of his retirement, and he retires then
                  or  thereafter  but before  reaching  his 60th  birthday,  and
                  subject to the other terms and  conditions of this  Agreement,
                  the Bank shall pay Forsythe on his 60th birthday,  pursuant to
                  subparagraph  4(b),  or to his  spouse  or other  Beneficiary,
                  pursuant  and  subject  to  subparagraph  6(c) if he has  died
                  before  his  60th  birthday,   a  reduced  early  Supplemental
                  Retirement  Benefit calculated in accordance with subparagraph
                  3(b) and the following schedule:

                                    (A) If the  date  of  Forsythe's  retirement
                           shall be on or after his 56th birthday but before his
                           57th birthday, the Bank shall pay Forsythe 20% of the
                           reduced  early  Supplemental  Retirement  Benefit  so
                           calculated;

                                    (B) If the  date  of  Forsythe's  retirement
                           shall be on or after his 57th birthday but before his
                           58th birthday, the Bank shall pay Forsythe 40% of the
                           reduced  early  Supplemental  Retirement  Benefit  so
                           calculated;


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<PAGE>
                                    (C) If the  date  of  Forsythe's  retirement
                           shall be on or after his 58th birthday but before his
                           59th birthday, the Bank shall pay Forsythe 60% of the
                           reduced  early  Supplemental  Retirement  Benefit  so
                           calculated; and

                                    (D) If the  date  of  Forsythe's  retirement
                           shall be on or after his 59th birthday but before his
                           60th birthday, the Bank shall pay Forsythe 80% of the
                           reduced  early  Supplemental  Retirement  Benefit  so
                           calculated.

                           (iii)  AMOUNT  PAYABLE ON AND AFTER AGE 60 BUT BEFORE
                  AGE 65. If Forsythe  shall  remain  employed by the Bank until
                  reaching his 60th  birthday,  serving as a Full-Time  Employee
                  until  such  date and he  continues  to  serve as a  Full-Time
                  Employee until the date of his retirement, and he retires then
                  or  thereafter  but before  reaching  his 65th  birthday,  and
                  subject to the other terms and  conditions of this  Agreement,
                  the Bank  shall  pay  Forsythe  a reduced  early  Supplemental
                  Retirement  Benefit calculated in accordance with subparagraph
                  3(b).

                  (b)  EARLY  SUPPLEMENTAL   RETIREMENT  BENEFIT.  If  the  Bank
         commences payment of a reduced early  Supplemental  Retirement  Benefit
         before Forsythe reaches age 65, the amount paid shall equal the product
         of  (i)  the  Supplemental  Retirement  Benefit,  as  calculated  under
         subparagraph 3(a)(i)(A),  times (ii) a fraction, the numerator of which
         shall be the number of complete  months of Forsythe's  employment  with
         the Bank after  January 1, 1995,  and the  denominator  of which is 164
         (the number of complete  months of employment  Forsythe  would have had
         after  January 1, 1995 if he  remained  employed  by the Bank until the
         first day of the month following his 65th birthday).

         4.       TIME OF PAYMENT.

                  (a) Except as provided in subparagraph 4(b) (early retirement)
         and paragraph 6 (payment on death), the Bank shall pay the Supplemental
         Retirement  Benefit  commencing on the first day of the month following
         Forsythe's attainment of age 65.

                  (b) Notwithstanding subparagraph 4(a), the Bank shall commence
         payment of a reduced early Supplemental Retirement Benefit on the first
         day of the month following Forsythe's  Determination Date in connection
         with early  retirement  after  reaching age 60 and prior to the date of
         his 65th birthday; provided that, if Forsythe shall retire prior to his
         60th birthday as permitted in this  Agreement,  the Bank shall commence
         payment of the reduced  early  Supplemental  Retirement  Benefit on the
         first day of the month following Forsythe's 60th birthday.

         5.       FORM OF PAYMENT.

                  (a) The Supplemental Retirement Benefit described in paragraph
         3 of this Agreement  shall be paid as a straight life annuity,  payable


                                      -5-
<PAGE>
         in monthly installments,  for Forsythe's life; provided,  however, that
         if Forsythe has no surviving  spouse and dies before having received 60
         monthly  payments,  such  monthly  payments  shall be  continued to his
         Beneficiary  until the total number of monthly payments to Forsythe and
         his  Beneficiary  equal 60,  whereupon all payments shall cease and the
         Bank's  obligation  under this  Agreement  shall be deemed to have been
         fully  discharged.  If Forsythe  and his  Beneficiary  shall die before
         having received a total of 60 monthly payments,  an amount equal to the
         Actuarial  Equivalent of the balance of such monthly  payments shall be
         paid in a single sum to the estate of the  survivor of Forsythe and his
         Beneficiary.  If  Supplemental  Retirement  Benefits are payable in the
         form described in this subparagraph  5(a),  Forsythe shall designate in
         writing,  as  his  Beneficiary,   any  person  or  persons,  primarily,
         contingently  or  successively,  to whom the Bank  shall  pay  benefits
         following Forsythe's death if Forsythe's death occurs before 60 monthly
         payments have been made.

                  (b)   Notwithstanding   the  form  of  payment   described  in
         subparagraph  5(a),  if Forsythe is married on the date  payment of the
         Supplemental Retirement Benefit commences, the benefit shall be paid as
         a 50%  joint  and  survivor  annuity  with  Forsythe's  spouse  as  the
         Beneficiary.  The 50% joint and survivor annuity shall be the Actuarial
         Equivalent  of the  benefit  described  in  subparagraph  5(a).  If the
         Supplemental   Retirement   Benefit   is  payable   pursuant   to  this
         subparagraph  5(b),  but  Forsythe's  spouse  fails to survive  him, no
         payments will be made pursuant to this Agreement  following  Forsythe's
         death.

                  (c) Notwithstanding the foregoing provisions of this paragraph
         5, the Bank, in its sole discretion,  may accelerate the payment of all
         or any portion of the  Supplemental  Retirement  Benefit or the reduced
         early  Supplemental   Retirement  Benefit  at  any  time.  Any  payment
         accelerated  in  accordance  with this  subparagraph  5(c) shall be the
         Actuarial Equivalent of the payment being accelerated.

                  (d) If  payment  of a reduced  early  Supplemental  Retirement
         Benefit  commences  pursuant to  subparagraph  4(b),  and  payments are
         accelerated  pursuant to subparagraph 5(c), the reduction  described in
         subparagraph  3(b) shall be applied before any Actuarial  Equivalent is
         determined under this paragraph 5.

         6.       PAYMENTS UPON FORSYTHE'S DEATH.

                  (a)  Except as  provided  in  subparagraphs  6(b) and (c),  if
         Forsythe  shall die before his 65th  birthday,  no payment shall be due
         his estate under this Agreement.

                  (b) If  Forsythe's  death  shall  occur on or  after  his 60th
         birthday,  after he has retired but before payment of any  Supplemental
         Retirement Benefit has commenced,  Forsythe's surviving spouse shall be
         paid  as a  straight  life  annuity  50  percent  of  the  Supplemental
         Retirement  Benefit for her life  commencing  within 30 days  following
         Forsythe's death, calculated in accordance with subparagraph 3(b). Such


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<PAGE>
         payments shall be made in monthly installments, subject to the right of
         the  Bank  to  accelerate  payment  at  any  time  in  accordance  with
         subparagraph 5(c).

                  (c)  If  Forsythe   elects   early   retirement   pursuant  to
         subparagraph  3(a)(ii)  or  (iii)  and he dies  before  payment  of any
         Supplemental  Retirement  Benefit has commenced,  Forsythe's  surviving
         spouse  shall be paid,  in monthly  installments,  as a  straight  life
         annuity,  50 percent of such  Supplemental  Retirement  Benefit for her
         life commencing within 30 days following  Forsythe's death,  subject to
         the  right of the Bank to  accelerate  such  payments  as  provided  in
         subparagraph 5(c).  However, if Forsythe's spouse fails to survive him,
         the Bank shall pay to Forsythe's  estate a lump sum benefit equal to 50
         percent of the  Present  Value of  Forsythe's  Supplemental  Retirement
         Benefit.

                  (d) Except as  otherwise  provided in  subparagraph  6(c),  no
         payments  shall be made under this  Agreement  if Forsythe  dies before
         payment of any  Supplemental  Retirement  Benefit begins and his spouse
         fails to survive him.

                  (e)  If  Forsythe's  death  shall  occur  after  payment  of a
         Supplemental  Retirement  Benefit  has  commenced,  Forsythe  surviving
         spouse  or  other  Beneficiaries  shall  receive  payments  under  this
         Agreement to the extent provided in paragraph 5.

         7.       FORFEITURE FOR CAUSE.  Notwithstanding any other provision of
this Agreement,  if Forsythe's employment with the Bank is terminated for Cause,
Forsythe and his spouse or other Beneficiaries shall forfeit all rights to any
payment under this Agreement.

         8.      POWERS.  The Bank shall  have such  powers as may be  necessary
to discharge its duties under this  Agreement,  including the power to interpret
and construe this Agreement and to determine all questions regarding employment,
disability status, service,  earnings,  income and such factual matters as birth
and marital status. The Bank's determinations  hereunder shall be conclusive and
binding  upon the  parties  hereto and all other  persons  having or claiming an
interest under this Agreement.  The Bank shall have no power to add to, subtract
from, or modify any of the terms of this  Agreement.  The Bank's  determinations
hereunder  shall be entitled to  deference  upon review by any court,  agency or
other entity  empowered to review its decisions,  and shall not be overturned or
set aside by any court,  agency or other entity  unless  found to be  arbitrary,
capricious or contrary to law.

         9.       CLAIMS PROCEDURE.

                  (a) Any claim for  benefits by  Forsythe,  his spouse or other
         Beneficiaries  shall be made in writing to the Bank. In this paragraph,
         Forsythe and his Beneficiaries are referred to as "claimants."

                  (b) If the Bank  denies a claim in whole or in part,  it shall
         send the claimant a written  notice of the denial  within 90 days after
         the date it receives a claim,  unless it needs  additional time to make
         its decision.  In that case,  the Bank may authorize an extension of an


                                      -7-
<PAGE>
         additional 90 days if it notifies the claimant of the extension  within
         the initial 90-day period. The extension notice shall state the reasons
         for the extension and the expected decision date.

                  (c)      A denial notice shall contain:

                            (i)  The specific reason or reasons for the denial
                  of the claim;

                           (ii)  Specific reference to pertinent Agreement
                  provisions upon which the denial is based;

                          (iii)  A  description  of any  additional  material or
                  information   necessary   to  perfect   the  claim,   with  an
                  explanation  of why the material or  information is necessary;
                  and

                           (iv)  An explanation of the review procedures
                  provided below.

                  (d)  Within  60 days  after  the  claimant  receives  a denial
         notice, he or she may file a request for review with the Bank. Any such
         request must be made in writing.

                  (e) A claimant who timely requests review shall have the right
         to review  pertinent  documents,  to submit  additional  information or
         written comments, and to be represented.

                  (f) The Bank shall send the claimant a written decision on any
         request for review  within 60 days after the date it receives a request
         for  review,  unless an  extension  of time is  needed,  due to special
         circumstances.  In that case, the Bank may authorize an extension of an
         additional 60 days,  provided it notifies the claimant of the extension
         within the initial 60-day period.

                  (g)      The review decision shall contain:

                           (i)  The specific reason or reasons for the decision;
                   and

                           (ii) Specific reference to the pertinent Agreement
                   provisions upon which the decision is based.

                  (h) If the Bank does not send the  claimant a review  decision
         within the applicable time period,  the claim shall be deemed denied on
         review.

                  (i) The denial notice or, in the case of a timely review,  the
         review  decision  (including a deemed denial under  subparagraph  9(h))
         shall be the Bank's final decision.


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<PAGE>
         10. ASSIGNMENT.  Neither Forsythe nor his spouse or other Beneficiaries
may  transfer  his,  her or their right to payments to which he, she or they are
entitled  under this  Agreement.  Except insofar as may otherwise be required by
law, any Supplemental  Retirement Benefit payable under this Agreement shall not
be  subject  in any  manner  to  alienation  by  anticipation,  sale,  transfer,
assignment,  pledge or  encumbrance,  nor  subject to the debts,  contracts,  or
liabilities of Forsythe or his spouse or other Beneficiaries.

         11.      CONTINUED  EMPLOYMENT.  This  Agreement  shall not be
construed  as  conferring  on  Forsythe  a right to  continued employment with
the Bank.

         12.      FUNDING.

                  (a) The Supplemental  Retirement Benefit at all times shall be
         entirely  unfunded,  and no  provision  shall at any time be made  with
         respect  to  segregating  any  assets of the Bank for  payments  of any
         benefits  hereunder,  except  that in the event of a Change of Control,
         the Bank, within five (5) days of such Change of Control,  shall fund a
         grantor  trust  within the  meaning of section  671 of the Code with an
         amount  sufficient  to  cover  all  potential  liabilities  under  this
         Agreement.

                  (b)  Neither  Forsythe  nor his spouse or other  Beneficiaries
         shall have any interest in any particular  assets of the Bank by reason
         of the right to receive a benefit  under this  Agreement.  Forsythe and
         his spouse or other Beneficiaries shall have only the rights of general
         unsecured  creditors  of the Bank with respect to any rights under this
         Agreement.

                  (c) Nothing  contained in this  Agreement  shall  constitute a
         guarantee  by the Bank or any  entity or person  that the assets of the
         Bank will be sufficient to pay any benefit hereunder.

         13.  WITHHOLDING.  Any payment made pursuant to this Agreement shall be
reduced by federal and state income, FICA or other employee payroll, withholding
or other similar taxes the Bank may be required to withhold. In addition, as the
Supplemental  Retirement  Benefit accrues during Forsythe's  employment with the
Bank, the Bank may withhold from Forsythe's  regular  compensation from the Bank
any FICA or other employee payroll,  withholding or other similar taxes the Bank
may be required to withhold.

         14.      SUCCESSORS AND ASSIGNS.  This Agreement  shall be binding
upon, and shall inure to the benefit of, the successors and assigns of the Bank.

         15.      APPLICABLE  LAW. This Agreement  shall be construed and
administered in accordance with the laws of the State of New York, except to the
extent preempted by federal law.


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<PAGE>


         16.      AMENDMENT.  This Agreement may not be amended,  modified or
otherwise altered except by written  instrument  executed by both parties.

         17.      ENTIRE AGREEMENT.  This Agreement  constitutes the entire
agreement and understanding of the parties,  and supersedes all prior agreements
or  understanding  (whether  oral or written)  between the  parties,  relating
to deferred  compensation  and/or supplemental retirement income.

The parties hereby execute this Agreement as follows:

                                            NBT BANCORP INC.

                                            By: /S/ EVERETT A. GILMOUR

Date:        1/1/2000                       Its:    CHAIRMAN
      -----------------------------------        ----------------

                                            NBT BANK, NATIONAL ASSOCIATION

                                            By:

Date:                                       Its:
      -----------------------------------



Date:      1/1/2000                         /S/ DARYL R. FORSYTHE
      -----------------------------------   -----------------------------
                                            DARYL R. FORSYTHE


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