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**Exhibit      10-kk**

**Summary      of Terms and Conditions of **

**Special      Executive Retirement Plan Amendment**

**Effective      December 30, 2005**

| **Plan                Feature**                         | **Plan                Provision**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|---------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Eligibility**                                         | Executive                Team Members as defined in plan document                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| **Transition                Strategy**                  | Convert                accrued benefit to opening account balances based on present value                calculated at 6% discount rate Selected                participants permitted to terminate participation and receive benefits                in                2005                                                                                                                                                                                                                                                                                                           |
| **Basic                Employer Contributions**         | Flat                rate contributions of 15% of base pay; 20% for CEO                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| **Supplemental                Employer Contributions**  | Additional                employer contributions allowed based on individual or company financial                performance                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| **Discretionary                Employer Contributions** | Special                account subject to separate vesting for sign-on bonuses,                etc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| **Employee                Contributions**               | Permitted                up to 50% of base salary and 100% of incentive bonus (if                any)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **Vesting**                                             | 100%                vested for employee and employer contributions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| **Distribution                Date**                    | Employee                contributions: Selected                date (if designated) or date                of separation from employment,  whichever                is later Employer                contributions: Selected                date (if designated) or date of                separation from employment, whichever                is later Key                employees: Six-month                delay if distribution due to                separation from service                                                                      |
| **Distribution                Form**                    | Lump                sum or 120 months as elected by participant if account balance is                at least                $120,000                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **Subsequent                Deferral Election**         | Permitted,                subject to 1-year, 5-year rule **1-year,                5-year rule:**Participants                can change the distribution date they initially select if they make                the                change at least one year before the distribution date. Distributions                then                cannot occur until five years after the originally selected distribution                date.                                                                                                                                                |
| **Change                in Control**                    | Rabbi                trust funded on change in control; payment made if plan is terminated                within 12 months                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **Investments**                     | Employee                Contributions: As                selected by participants for their                own contributions; to be administered                by Mercer HR Services.                 Until                arrangements with Mercer are formalized,                employee contributions                will                earn the crediting rate for employer                contributions (see below). Employer                Contributions: Crediting                rate equivalent to the 15-year                treasury rate plus 1-3% |
| **Disability**                                          | Lump                sum payment following three months’ receipt of long-term disability                benefits                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **Hardship                Distributions**               | Not                permitted                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| **Cancellation                of Deferral Elections**   | Required                following hardship distribution from                401(k)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |

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