<PAGE>

                                                                   EXHIBIT 10(q)
                                                                    CONFIDENTIAL


                              REPUBLIC BANCORP INC.

                                February 15, 2001



Mr. Thomas F. Menacher, Executive Vice President,
   Treasurer and Chief Financial Officer
Republic Bancorp Inc.
1070 East Main Street
Owosso, MI 48867

Re:      Management Retention Agreement

Dear Tom:

The Board of Directors of the Corporation (Board) of Republic Bancorp Inc.
(Corporation) recognizes the possibility of a change in control of the
Corporation and understands that this may give rise to uncertainties and
questions on your part that could be distracting to you in a way that is
detrimental to the Corporation and its stockholders.

Upon recommendation of the Personnel Committee, the Board has determined that
appropriate steps should be taken to reinforce and encourage your continued
attention and dedication to your assigned duties as our Executive Vice
President, Treasurer and Chief Financial Officer, notwithstanding the
possibility of a change in control of the Corporation.

In order to induce you to remain in the employ of the Corporation, and as
consideration for your execution of the release described in Subsection
4(ii)(A), which release is an integral part of this Agreement, the Corporation
agrees that you shall receive the severance benefits set forth in this letter
agreement (Agreement) in the event your employment with the Corporation is
terminated in connection with a "change in control of the Corporation" (as
defined in Section 2) in the circumstances described below.

1.     Term of Agreement. This Agreement shall commence on the date hereof and
       shall continue in effect while you continue to be employed by the
       Corporation, and for such further period as may be required for the
       Corporation to perform its obligations hereunder in the event of the
       termination of your employment in circumstances giving rise to your
       entitlement to benefits as provided in Subsection 4(ii).

2.     Change in Control. No benefits shall be payable hereunder unless there
       shall have been a change in control of the Corporation. For purposes of
       this Agreement, a "change in control of the Corporation" shall be deemed
       to have occurred upon the purchase or other acquisition by any person,
       entity or group of persons, within the meaning of section 13(d) or 14(d)
       of the Securities Exchange Act of 1934 (Act), or any comparable successor

<PAGE>


Mr. Thomas F. Menacher
February 15, 2001



       provisions, of beneficial ownership (within the meaning of Rule 13d-3
       promulgated under the Act) of more than 50 percent of either the
       outstanding shares of common stock or the combined voting power of the
       Corporation's then outstanding voting securities entitled to vote
       generally, or the approval by the stockholders of the Corporation of a
       reorganization, merger, or consolidation, in each case, with respect to
       which persons who were stockholders of the Corporation immediately prior
       to such reorganization, merger or consolidation do not immediately
       thereafter, own more than 50 percent of the combined voting power
       entitled to vote generally in the election of directors of the
       reorganized, merged or consolidated Corporation's then outstanding
       securities, or a liquidation or dissolution of the Corporation or of the
       sale of all or substantially all of the Corporation's assets.

3.     Termination Associated with Change in Control.If any of the events
       described in Section 2 constituting a change in control of the
       Corporation shall have occurred, you shall be entitled to the benefits
       provided in Subsection 4(ii) should your employment be terminated during
       a period (Termination Benefit Period) beginning 6 months before and
       ending 2 years following the effective date of such change in control of
       the Corporation, unless such termination is (A) because of your death,
       disability or Voluntary Retirement, (B) by the Corporation for Cause, or
       (C) by you other than for Good Reason.

         (i)      Voluntary Retirement. Termination by you of your employment
                  based on "Voluntary Retirement" shall mean voluntary
                  termination which you elect in accordance with the
                  Corporation's retirement policy (including any early
                  retirement policy adopted before a change in control of the
                  Corporation) generally applicable to its salaried employees or
                  in accordance with any retirement arrangement established for
                  you by the Corporation (and with your consent).

         (ii)     Cause. Termination by the Corporation of your employment for
                  "Cause" shall mean termination upon --

                  (A)      the continued failure by you to remedy material and
                           substantial deficiencies in your performance of the
                           duties associated with your employment by the
                           Corporation within 30 days following the date a
                           written demand is delivered to you by the Board,
                           which demand specifically identifies such
                           deficiencies; provided that you need not respond to
                           such demand in respect of:

                           (a)      any such failure resulting from your
                                    incapacity due to physical or mental
                                    illness, or

                           (b)      any such actual or anticipated failure after
                                    the issuance of a Notice of Termination by
                                    you for Good Reason, as those terms are
                                    defined in Subsections 3(iv) and 3(iii),
                                    respectively; or



                                      -2-

<PAGE>

Mr. Thomas F. Menacher
February 15, 2001



                  (B)      your engagement in conduct which is demonstrably and
                           materially injurious to the Corporation, monetarily
                           or otherwise, including but not limited to
                           embezzlement, theft, fraud or other felony involving
                           the Corporation or its assets.

                  Notwithstanding the above, you shall not be deemed to have
                  been terminated for Cause unless and until there shall have
                  been delivered to you a copy of a resolution duly adopted by
                  the affirmative vote of a majority of the Board at a meeting
                  of the Board called and held for such purpose (after at least
                  10 business days' notice to you and an opportunity for you to
                  be heard before the Board), finding that in the good faith
                  opinion of the Board you were guilty of conduct set forth
                  above in clauses (A) or (B), specifying the particulars
                  thereof in detail.

         (iii)    Good Reason. You shall be entitled to terminate your
                  employment for Good Reason. For purposes of this Agreement,
                  "Good Reason" shall mean, without your express written
                  consent, the occurrence after a change in control of the
                  Corporation of any of the following circumstances unless, in
                  the case of paragraphs (A), (E), (F) or (G), such
                  circumstances are fully corrected prior to the Date of
                  Termination specified in the Notice of Termination, as defined
                  in Subsections 3(iv) and 3(v), respectively, given in respect
                  thereof:

                  (A)      the assignment to you of any duties inconsistent with
                           your status as a senior executive officer;

                  (B)      a reduction in your annual base compensation as in
                           effect on the date hereof or as the same may be
                           increased from time to time;

                  (C)      any requirement that you be based anywhere other than
                           in Michigan, provided that if the principal executive
                           offices of the Corporation or its successor owner are
                           relocated and you request assignment to such location
                           in a senior executive capacity, the denial of such
                           request shall also constitute Good Reason;

                  (D)      the failure by the Corporation or its successor
                           owner, without your consent, to pay to you any
                           portion of your base or incentive compensation when
                           due;

                  (E)      the failure by the Corporation or its successor owner
                           to continue to provide you with health, life
                           insurance, disability, vacation and retirement
                           benefits substantially equivalent to those provided
                           to its other key executives;

                  (F)      the failure of the Corporation to obtain a
                           satisfactory agreement from any successor to assume
                           and agree to perform this Agreement, as contemplated
                           in Section 5; or


                                      -3-

<PAGE>

Mr. Thomas F. Menacher
February 15, 2001



                  (G)      any purported termination of your employment which is
                           not effected pursuant to a Notice of Termination
                           satisfying the requirements of Subsection (iv) below
                           (and, if applicable, the requirements of Subsection
                           (ii) above); for purposes of this Agreement, no such
                           purported termination shall be effective.

                  Your right to terminate your employment pursuant to this
                  Subsection shall not be affected by your incapacity due to
                  physical or mental illness. Your continued employment shall
                  not constitute consent to, or a waiver of rights with respect
                  to, any circumstance constituting Good Reason hereunder.

         (iv)     Notice of Termination. Any termination of your employment by
                  the Corporation, by its successor owner or by you shall be
                  communicated by written Notice of Termination to the other
                  party hereto in accordance with Section 7. For purposes of
                  this Agreement, a "Notice of Termination" shall mean a notice
                  which shall indicate the specific termination provision in
                  this Agreement relied upon and shall set forth in reasonable
                  detail the facts and circumstances claimed to provide a basis
                  for termination of your employment under the provision so
                  indicated.

         (v)      Date of Termination "Date of Termination" shall mean 30 days
                  after Notice of Termination is given.

4.     Compensation Upon Termination. Upon termination of your employment during
       a Termination Benefit Period associated with a change in control of the
       Corporation, you shall be entitled to the following benefits:

         (i)      If your employment shall be terminated by the Corporation or
                  its successor owner for Cause or by you other than for Good
                  Reason, disability, death or Voluntary Retirement, the
                  Corporation shall pay you your full base compensation and
                  continue to provide you with life, disability, accident,
                  health insurance, vacation, retirement and other benefits,
                  through the Date of Termination at the rate or on the terms in
                  effect at the time Notice of Termination is given, and the
                  Corporation shall have no further obligations to you under
                  this Agreement. If it is not known at the time that such
                  termination is taking place during a Termination Benefit
                  Period but it is afterwards established that it did take place
                  during such a Period, then the Corporation shall promptly
                  provide to you any compensation and/or benefits due under this
                  Subsection (i) to the extent they were not previously provided
                  (or the reasonable cash value of coverage or benefits, if it
                  is no longer possible to provide specific coverage or
                  benefits).

         (ii)     If your employment shall be terminated either (a) by the
                  Corporation or its successor owner other than for Cause,
                  voluntary Retirement, death or disability or (b) by you for
                  Good Reason, then you shall be entitled to the benefits
                  provided under paragraphs (A), (B), (C) and, if applicable,
                  (D), below:



                                      -4-


<PAGE>

Mr. Thomas F. Menacher
February 15, 2001




                  (A)      The Corporation (or successor owner) shall pay you as
                           severance pay a lump sum severance payment equal to 2
                           times your annual base compensation, as being paid to
                           you at the time of termination; provided that if the
                           sum of payments under paragraphs (A) and (B) of this
                           subsection (ii) would equal or exceed 3 times your
                           "base amount" under Section 280G of the Internal
                           Revenue Code (Code), then payment under this
                           paragraph (A) shall be reduced (but not below zero)
                           until the sum of payments under paragraphs (A) and
                           (B) is equal to the product of 2.99 multiplied by
                           such base amount. As a condition precedent to the
                           payments provided for under paragraphs (A), (B)
                           and/or (C), you shall be required to execute a
                           release in the form attached as Exhibit A.

                  (B)      The Corporation shall maintain at its sole expense
                           your medical and dental plan insurance coverage for a
                           period of one year following the Date of Termination.

                  (C)      In lieu of --

                           (i)   shares of common stock of the Corporation
                                 (Corporation Shares) issuable upon exercise of
                                 options currently outstanding or hereafter
                                 granted to you --

                                      including but not limited to options
                                      issued under one or more Option Plans of
                                      the Corporation as well tandem options
                                      issued under its Voluntary Management
                                      Stock Accumulation Program

                                      but excluding options which had become
                                      vested or otherwise exercisable by you
                                      prior to termination of your employment --

                                 (which unvested/non-exercisable options shall
                                 be canceled upon the making of the payment
                                 referred to below), and/or

                           (ii)  shares of restricted stock of the Corporation
                                 (Restricted Shares), including but not limited
                                 to shares granted under the Corporation's
                                 Incentive Stock Plan (formerly known as the
                                 Restricted Stock Plan), which you are entitled
                                 to receive upon lapse of restrictions that
                                 still apply at the time of termination of your
                                 employment (which rights shall be canceled upon
                                 the making of the payment referred to below),

                           you shall receive an amount in cash equal to the
                           product of (I) the excess of the amount which is the
                           greater of --

                           (a) the average of the high bid price and the low ask
                               price of Corporation Shares at the close of
                               trading as reported on the NASDAQ market system
                               on or nearest the Date of Termination, or



                                      -5-

<PAGE>

Mr. Thomas F. Menacher
February 15, 2001





                           (b)  the highest per share price for Corporation
                                Shares actually paid in connection with any
                                change in control of the Corporation,

                           times (II) the full number of Corporation Shares and
                           Restricted Shares which you were entitled to acquire,
                           whether or not you had previously become entitled to
                           acquire same, reduced by amounts that you would have
                           been required to pay in exercising options.

                           If it is not known at the time that such termination
                           is taking place during a Termination Benefit Period
                           but it is afterwards established that it did take
                           place during such a Period, then the Corporation
                           shall promptly pay you the cash amounts due under
                           this Subsection (ii) to the extent they were not
                           previously paid.

                  (D)      If it shall be determined that payments to you
                           pursuant to this Agreement or any other payment or
                           benefit from the Corporation, any Affiliate, any
                           shareholder of the Corporation or any other person
                           would be subject to the excise tax imposed by Section
                           4999 of the Code or any similar tax payable under any
                           United States federal, state, local or other law,
                           then you shall receive a Tax Gross-Up Payment with
                           respect to all such excise taxes and similar taxes.
                           As used in this paragraph (D) --

                           "Affiliate" means any Person directly or indirectly
                           controlling, controlled by, or under direct or
                           indirect common control with the Corporation. For
                           purposes of this definition, the term "control" when
                           used with respect to any Person means the power to
                           direct or cause the direction of management or
                           policies of such Person, directly or indirectly,
                           whether through the ownership of voting securities,
                           by contract, or otherwise.

                           "Person" means any individual, sole proprietorship,
                           partnership, joint venture, trust, unincorporated
                           organization, association, corporation, institution,
                           public benefit corporation, entity or government
                           instrumentality, division, agency, body or
                           department.

                           "Taxes" means the incremental United States federal,
                           state and local income, excise and other taxes
                           payable by you with respect to any applicable item of
                           income.

                           "Tax Gross-Up Payment" means an amount payable to you
                           such that, after payment of Taxes on such amount,
                           there remains a balance sufficient to pay the Taxes
                           being reimbursed.

                  (E)      The payments provided for in paragraphs (A) and (C),
                           above, shall be made to you, net of applicable
                           withholding taxes, not later than the fifteenth
                           business day following the Date of Termination (or
                           such later date as may be required for observation of
                           time periods prescribed in the


                                      -6-

<PAGE>

Mr. Thomas F. Menacher
February 15, 2001





                           release required by paragraph (A), above). The
                           payment provided for in paragraph (D), above, shall
                           be made not later than the fifteenth business day
                           following the date on which Ernst & Young and your
                           tax preparer have concurred in the amount of such
                           payment; provided that if they have not concurred by
                           a date which is one week prior to the due date of the
                           Taxes in question, then the Corporation shall
                           promptly pay to you an estimate, as determined in
                           good faith by the Corporation, of the minimum amount
                           of such paragraph (D) payment and shall pay the
                           remainder of such payment (together with interest at
                           the rate provided in Section 1274(b)(2)(B) of the
                           Code) as soon as the amount thereof can be
                           determined. In the event that the amount of the
                           estimated payment exceeds the amount subsequently
                           determined to have been due under paragraph (D), such
                           excess shall constitute a loan by the Corporation to
                           you, payable on the fifth day after demand by the
                           Corporation (together with interest at the rate
                           provided in Section 1274(b)(2)(B) of the Code).

         (iii)    You shall not be required to mitigate the amount of any
                  payment provided for in this Section 4 by seeking other
                  employment or otherwise, nor shall the amount of any payment
                  or benefit provided for in this Section 4 be reduced by any
                  compensation earned by you as the result of employment by
                  another employer, by retirement benefits, by offset against
                  any amount claimed to be owed by you to the Corporation, or
                  otherwise, except as specifically provided in this Section 4.

         (iv)     In addition to all other amounts payable to you under this
                  Section 4, you shall be entitled to receive all benefits
                  payable to you under any plan or agreement relating to
                  retirement benefits.

5.       Successors; Binding Agreement.

         (i)      The Corporation shall obtain the agreement of any successor
                  (whether direct or indirect, by purchase, merger,
                  consolidation or otherwise) to all or substantially all of the
                  business and/or assets of the Corporation to expressly assume
                  and agree to perform this Agreement in the same manner and to
                  the same extent that the Corporation would be required to
                  perform it if no such succession had taken place. If the form
                  of such succession is (a) an acquisition of the assets or
                  securities of the Corporation by an entity that is owned or
                  controlled, directly or indirectly, by a third "person" (as
                  such term is used in Section 2) or (b) a merger with such an
                  entity, then the Corporation shall also obtain from such
                  person (as well as from such entity) an express assumption of
                  and agreement to perform this Agreement in the same manner and
                  to the same extent that the Corporation would be required to
                  perform it if no such succession had taken place.

         (ii)     This Agreement shall inure to the benefit of, and be
                  enforceable by, your personal or legal representatives,
                  executors, administrators, successors, heirs, distributees,
                  devisees and legatees. If you should die while any amount
                  would still be payable to you hereunder if you had continued
                  to live, all such amounts, unless otherwise


                                      -7-

<PAGE>

Mr. Thomas F. Menacher
February 15, 2001





                  provided herein, shall be paid in accordance with the terms of
                  this Agreement to the beneficiary designated by you on a form
                  provided by the Administrator (provided that you may change
                  such beneficiary from time to time by filing a new form); or,
                  if there is no such beneficiary, to your estate.

6.     Arbitration. Any controversy or claim arising out of or relating to this
       Agreement or the breach thereof, shall be settled by binding arbitration
       in Ingham County, Michigan in accordance with the laws of the State of
       Michigan by three arbitrators, one of whom shall be appointed by the
       Corporation or its successor owner, one by you (or in the event of your
       prior death, your beneficiary) and the third of whom shall be promptly
       appointed by the first two arbitrators. Arbitrators appointed by the
       parties shall be named within 10 business days following service of the
       demand for arbitration (Service). The arbitration shall be conducted as a
       de novo review in accordance with the Commercial Arbitration Rules of the
       American Arbitration Association (Association). Each party shall instruct
       its/his selected arbitrator to complete selection of the third arbitrator
       within 25 business days following Service. The parties shall specifically
       request the Association to require that the designated arbitrators
       schedule a hearing no later than 45 business days following Service, that
       the hearing be closed within 75 business days following Service and that
       the arbitrators issue their award not later than 100 business days
       following Service. Judgment upon the award rendered by the arbitrators
       may be entered in any court having jurisdiction thereof.

7.     Notice. For the purpose of this Agreement, notices and all other
       communications provided for in the Agreement shall be in writing and
       shall be deemed to have been duly given when delivered or mailed by
       United States registered or certified mail, return receipt requested,
       postage prepaid, addressed to the respective addresses set forth on the
       first page of this Agreement, provided that all notice to the Corporation
       shall be directed to the attention of the Board with a copy to the
       Secretary of the Corporation, or to such other address as either party
       may have furnished to the other in writing in accordance herewith, except
       that notice of change of address shall be effective only upon receipt.

8.     Miscellaneous. No provision of this Agreement may be modified, waived or
       discharged unless such waiver, modification or discharge is agreed to in
       writing and signed by you and such officer as may be specifically
       designated by the Personnel Committee. No waiver by either party hereto
       at any time of any breach by the other party hereto of, or in compliance
       with, any condition or provision of this Agreement to be performed by
       such other party shall be deemed a waiver of similar or dissimilar
       provisions or conditions at the same or at any prior or subsequent time.
       No oral agreements or representations with respect to the subject matter
       hereof have been made by either party which are not expressly set forth
       in this Agreement. The validity, interpretation, construction and
       performance of this Agreement shall be governed by the laws of the State
       of Michigan, except to the extent preempted by Federal law. All
       references to sections of the Exchange Act or the Code shall be deemed
       also to refer to any successor provisions to such sections. Any payments
       provided for hereunder shall be paid net of any applicable withholding
       required under federal, state or local law. Nothing contained in this
       Agreement shall be deemed to create an employment contract between you
       and the Corporation for any fixed period of time or to



                                      -8-

<PAGE>

Mr. Thomas F. Menacher
February 15, 2001





       change in any respect the nature or extent of your rights to continue in
       the employ of the Corporation (subject to the Corporation's obligations
       to perform its required obligations under this Agreement).

9.     Validity. The invalidity or unenforceability or any provision of this
       Agreement shall not affect the validity or enforceability of any other
       provision of this Agreement, which shall remain in full force and effect.

10.    Counterparts. This Agreement may be executed in several counterparts,
       each of which shall be deemed to be an original but all of which together
       will constitute one and the same instrument.

If this letter sets forth our agreement on the subject matter hereof, kindly
sign and return to the Corporation the enclosed copy of this letter which will
then constitute our agreement on this subject.

                                          Sincerely,

                                          REPUBLIC BANCORP INC.


                                          By     /s/ Jerry D. Campbell
                                                 ---------------------
                                                      Jerry D. Campbell
                                                 Its Chairman of the Board



Agreed to this 15th day of February, 2001


  /s/ Thomas F. Menacher
 ------------------------
      Thomas F. Menacher



                                      -9-

<PAGE>




                                    EXHIBIT A


                         AGREEMENT TO RELEASE ALL CLAIMS



1.     In consideration for a severance payment and other benefits under the
       Management Retention Agreement dated February 15, 2001, and to which I
       would not otherwise be entitled, and for other good, valuable and
       separate consideration, I, Thomas F. Menacher, individually, on behalf of
       myself and on behalf of my respective heirs, legal representatives and
       assigns, do hereby forever and fully release and discharge Republic
       Bancorp Inc. (Republic), its predecessors, subsidiaries, successors,
       affiliates, distributors, dealers, directors, officers, agents and
       employees (Released Parties) from all actions, causes of action, claims,
       demands, damages (including compensatory, exemplary, statutory and
       punitive damages), attorneys' fees, costs, debts, sums of money, bills,
       covenants, contracts, liens, controversies, agreements, promises and
       executions of any kind, in law, equity or otherwise, which I,
       individually or in any representative capacity have or have ever had (as
       an employee (including officer), participant in any pension or welfare
       plan, or shareholder) against the Released Parties because of or arising
       out of any employment-related or shareholder-related matter and/or event
       occurring on or before the date I sign this Agreement to Release All
       Claims (Release). This Release includes specifically, but not by way of
       limitation, any and all claims of discrimination, wrongful discharge,
       breach of contract, fraud, promissory estoppel, misrepresentation,
       retaliation, all claims under or in connection with the Age
       Discrimination in Employment Act (ADEA), the Older Workers Benefit
       Protection Act, Title VII of the Civil Rights Act of 1964, the Civil
       Rights Act of 1991, the Employee Retirement Income Security Act of 1974,
       the Michigan Elliott-Larsen Civil Rights Act, the Michigan Person's With
       Disabilities Civil Rights Act, the Americans with Disabilities Act, any
       other Michigan and federal statutes and the common law of the State of
       Michigan and the United States, actions based on tort, public policy,
       defamation, or injuries incurred on the job or incurred as a result of
       loss of employment, and any and all claims and demands of every
       conceivable kind based upon or in connection with or involving Employee's
       employment and the termination of such employment.

       Nothing in this Waiver and General Release shall constitute a waiver of
       any claim or right of Employee that may arise from events occurring after
       the date the Waiver and General Release is executed by Employee, or of
       the right to file a charge with or participate in an investigation
       conducted by the Equal Employment Opportunity Commission.

       This Agreement is not intended to release --

       *      any accrued claims for compensation or for welfare plan benefits
              and/or vested pension benefits that have accrued but remain unpaid
              as of the date hereof,

       *      any claim under the Management Retention Agreement dated February
              15,2001,

       *      any claim to indemnification arising under Republic's articles of
              incorporation or bylaws or under any express agreement to which
              Republic and I are parties, or



                                      A-1

<PAGE>

Mr. Thomas F. Menacher
February 15, 2001




       *      any direct claim in a securities law or corporate law cause of
              action against any one or more Released Parties, based on acts or
              omissions taking place or first discovered subsequent to the date
              of this Release, or, if initiated before the date of this Release,
              in which I am a passive party, not involved in any way in the
              production of documents, evidence, or ideas used in the
              development of that claim, provided my own acts or omissions as an
              employee, officer, director or agent of any Released Party are not
              in issue.

2.     In further consideration of the severance payment, other benefits, and
       other good, valuable and separate consideration, I promise that I will
       not begin any legal, equitable or administrative proceeding against any
       or all of the Released Parties for any claim of the kind described in
       paragraph 1 arising on or before the date I sign this Release, and that
       this Release will serve as a defense to and a basis for an injunction
       against any legal, equitable or administrative proceeding I or my heirs,
       legal representatives or assigns begin against the Released Parties for
       any such claim arising on or before the date I sign this Release.

3.     In further consideration of the severance payment, other benefits, and
       other good, valuable and separate consideration, I promise and agree to
       waive reinstatement to any position with any of the Released Parties and
       further promise and agree not to apply for a position in the future with
       any Released Party that was previously my employer.

4.     In further consideration of the severance payment, other benefits, and
       other good, valuable and separate consideration, I promise and agree that
       neither I nor anyone acting on my behalf will disclose the terms of this
       Release. I understand that such nondisclosure is a material consideration
       for the Released Parties having entered into this Release.

5.     This Release, and all of its terms and provisions, shall be construed in
       accordance with the laws of Michigan. If any provision of this Release
       shall for any reason be held invalid or unenforceable, such invalidity or
       unenforceability shall not affect any other provision in this Release,
       and this Release shall be construed as though the invalid or
       unenforceable provision was never included.

6.     I acknowledge that I have been advised to consult with an attorney before
       signing this Release.

7.     I acknowledge that my employer has given me a period of 21 days within
       which to consider signing this Release.

8.     I understand that for seven days after I sign this Release I may revoke
       it, and that this Release shall not become effective or enforceable until
       the seven day period has expired.

9.     I HAVE CAREFULLY READ THIS RELEASE, I HAVE HAD THE OPPORTUNITY TO DISCUSS
       ITS PROVISIONS WITH AN ATTORNEY, I FULLY UNDERSTAND THIS RELEASE, AND I
       FREELY AND VOLUNTARILY SIGN IT.

10.    I have signed this Release on ____________, ____.





                                      A-2

<PAGE>

Mr. Thomas F. Menacher
February 15, 2001





THIS IS A RELEASE -- READ BEFORE SIGNING


In the presence of:
                                                            [specimen]

-------------------------------                      ---------------------




                                      A-3