<PAGE>
Exhibit 10.8

                     EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN

                               EXECUTIVE AGREEMENT

      THIS AGREEMENT is made and entered into this 15th day of November, 2001,
by and between the Bank of Granite, a bank organized and existing under the laws
of the State of North Carolina (hereinafter referred to as the "Bank"), and
Kirby A. Tyndall, 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 Bank of Granite Executive
Supplemental Retirement Plan (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 be considered a
non-qualified benefit plan for purposes of the Employee Retirement Security Act
of 1974, as amended ("ERISA"). The Executive is fully advised of the Bank's
financial status; 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 August 9, 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
            that 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.    Early Retirement Date:

            Early Retirement Date shall mean a retirement from service which is
            effective prior to the Normal Retirement Age stated herein, provided
            the Executive has attained age fifty (50) and has completed seven
            (7) full years of service with the Bank from the date of first
            service subsequent to the Executive attaining age eighteen (18).

      E.    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 Early Retirement Date
            (Subparagraph I [D]) or Normal Retirement Age (Subparagraph I [J]).

      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 1.10 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:            Jefferson Pilot Life Insurance Company
            Policy Form:                  Flexible Premium Adjustable Life
            Policy Name:                  ESP VI
            Insured's Age and Sex:        46, Male
            Riders:                       None
            Ratings:                      None
            Option:                       Level
            Face Amount:                  $281,000
            Premiums Paid:                $100,250
            Number of Premium Payments:   Single
            Assumed Purchase Date:        August 9, 2001

            Insurance Company:            Mass Mutual Life Insurance Company
            Policy Form:                  Adjustable Life
            Policy Name:                  Strategic Life Executive
            Insured's Age and Sex:        47, Male
            Riders:                       None
            Ratings:                      None
            Option:                       Level
            Face Amount:                  $294,735
            Premiums Paid:                $100,250
            Number of Premium Payments:   Single
            Assumed Purchase Date:        August 9, 2001

            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
            illustration 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)


                                       3
<PAGE>
            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.

      I.    Change of Control:

            Change of Control means the cumulative transfer of more than fifty
            percent (50%) of the voting stock of the Bank or its owners from the
            Effective Date of this Executive Plan. For the purposes of this
            Executive Plan, transfers 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.

      J.    Normal Retirement Age:

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

      K.    Benefit Accounting:

            The Bank shall account for the benefit provided herein using the
            regulatory accounting principles of the Bank's primary federal
            regulator. The Bank shall establish an accrued liability retirement
            account for the Executive into which appropriate reserves shall be
            accrued.

II.   INDEX BENEFITS

      A.    Retirement Benefits:

            Subject to Subparagraph II (E) hereinafter, an Executive who remains
            in the employ of the Bank until the Normal Retirement Age
            (Subparagraph I [J]) shall be entitled to receive an annual benefit
            amount equal to the amount set forth in Exhibit A-1. Said payments
            shall be made annually and shall commence thirty (30) days following
            the Executive's retirement and shall continue each Plan Year until
            the Executive attains age seventy-five (75). Upon completion of the
            aforestated payments and commencing subsequent thereto and subject
            to Subparagraph II (A) (i) hereinbelow, the Index Retirement Benefit
            (Subparagraph I [F]) for each Plan Year subsequent to the year in
            which the Executive attains age seventy-five (75), and including the
            remaining portion of the Plan Year in which the Executive attains
            age seventy-five (75) shall be paid to the Executive until the
            Executive's death.


                                       4
<PAGE>
                  (i)   The Index Retirement Benefit Adjustment:

                        The Index Retirement Benefit payment as set forth
                        hereinabove for the first Plan Year subsequent to the
                        Executive attaining age seventy-five (75) shall be
                        adjusted according to a number equal to the aggregate of
                        the Index Retirement Benefit (Subparagraph I [F]) for
                        each Plan Year from the Effective Date of this agreement
                        until the Plan Year the Executive attains age
                        seventy-five (75) over the aggregate of the benefit
                        payments the Executive actually received under the terms
                        of this Executive Plan through that date. For example,
                        if the Executive retires at age sixty-five (65) and the
                        aggregate annual benefits received by the Executive
                        until the Plan Year the Executive attains age
                        seventy-five (75) were $900,000.00, and the aggregate
                        Index Retirement Benefits for each Plan Year from the
                        Effective Date of this agreement to the Plan Year the
                        Executive's attains age seventy-five (75) were
                        $1,000,000.00 then the Executive's Index Retirement
                        Benefit in the first Plan Year said payment is payable
                        to the Executive would be increased by $100,000.00. If
                        said number is a deficit, then the Index Retirement
                        Benefit for the first Plan Year said payment is payable
                        to the Executive and each subsequent Plan Year's benefit
                        (if necessary) shall be reduced until the entire deficit
                        has been recovered by the Bank. For each year
                        thereafter, the Index Retirement Benefit payment shall
                        be paid as set forth in Subparagraph I (E). For example,
                        if the Executive retires at age sixty-five (65) and the
                        aggregate annual benefits to be received by the
                        Executive until the Plan Year the Executive attains age
                        seventy-five (75) were $1,000,000.00, and the aggregate
                        Index Retirement Benefits for each Plan Year from the
                        Effective Date of this agreement to the Plan Year the
                        Executive attains age seventy-five (75) were $900,000.00
                        and the Executive's Index Retirement Benefit was
                        $90,000.00 in the first year, then the Executive would
                        not receive any Index Retirement Benefit in the first
                        year, and the second years' Index Retirement benefit
                        would be reduced by $10,000.00.

      B.    Early Retirement:

            Subject to Subparagraph II (E), should the Executive elect Early
            Retirement or be discharged without cause by the Bank subsequent to
            the Early Retirement Date [Subparagraph I (D)], the Executive shall
            be entitled to receive the annual benefit set forth in Exhibit A-2
            reduced by the full number of years the Executive retires early
            prior to Normal Retirement Age, times six and sixty seven one
            hundredths percent (6.67%) (For example, if Executive retires at age
            61, the annual benefit set forth in Exhibit A-2 shall be reduced by
            26.68%: 61-65 = 4 X 6.67%=26.68%.) Said payments shall be made
            annually and shall commence thirty (30) days following the
            Executive's early retirement and shall continue until the Plan


                                       5
<PAGE>
            Year in which the Executive attains age seventy-five (75). Upon
            completion of the aforestated payments and commencing subsequent
            thereto and subject to Subparagraph II (A) (i) hereinabove, the
            vested percentage set forth hereinabove of the Index Retirement
            Benefit for each Plan Year subsequent to the year in which the
            Executive attains age seventy-five (75), and including the remaining
            portion of the Plan Year in which the Executive attains age
            seventy-five (75), shall be paid to the Executive until the
            Executive's death.

      C.    Termination of Service:

            Subject to Subparagraph II (E), should an Executive suffer a
            Termination of Service subsequent to three (3) full years of service
            with the Bank from the Executive attaining age eighteen (18), the
            Executive shall be entitled to receive the percentage set forth
            hereinbelow that corresponds to the number of full years the
            Executive has served the Bank subsequent to the Executive attaining
            age eighteen (18), times the annual benefit set forth in Exhibit
            A-1. Said payments shall commence thirty (30) days following the
            Executive's Normal Retirement Age (Subparagraph I [J]) and shall
            continue until the Executive attains age seventy-five (75). Upon
            completion of the aforestated payments and commencing subsequent
            thereto and subject to Subparagraph II (A) (i) hereinabove the Index
            Retirement Benefit for each Plan Year subsequent to the year in
            which the Executive attains seventy-five (75), and including the
            remaining portion of the Plan Year in which the Executive attains
            age seventy-five (75), shall be paid to the Executive until the
            Executive's death.

<TABLE>
<CAPTION>
                 Years of                           Vesting Percentage
                 Service                            (to a maximum of 100%)
                 -------                            ----------------------
<S>                                                 <C>
                 0-2                                           0%
                   3                                          20%
                   4                                          40%
                   5                                          60%
                   6                                          80%
                   7 or more                                 100%
</TABLE>

      D.    Death:

            If the Executive dies while there is a balance in the Executive's
            accrued liability retirement account, then the unpaid balance shall
            be paid in a lump sum to the individual or individuals designated in
            writing by the Executive and filed with the Bank. In the absence of
            or a failure to designate a beneficiary, the unpaid balance shall be
            paid in a lump sum to the personal representative of the Executive's
            estate. If, upon death, the Executive shall have received the total
            balance of the Executive's accrued liability retirement account,
            then no further benefit shall be due hereunder.


                                       6
<PAGE>
            In any event, upon the death of the Executive, the Executive's
            beneficiary shall not be entitled to receive any Index Retirement
            Benefit.

      E.    Termination of Service and Discharge for Cause:

            The Bank may elect to terminate the Officer "for cause" immediately
            upon written notice to the Officer. For purposes of this Agreement,
            "for cause" shall mean (a) any dishonest, illegal or other act of
            moral turpitude (such as theft, fraud or embezzlement) by the
            Officer which is materially detrimental to the interest and
            well-being of the Bank, (b) the conviction of a felony, (c) the
            unreasonable failure or refusal of the Officer to perform to the
            best of the Officer's ability on a reasonable basis the Officer's
            duties hereunder, or (d) any violation by the Officer of any state
            or federal law, rule or regulation relating to banking, financial
            institutions or securities laws, the violation of which would be
            materially detrimental to the interest and well-being of the Bank.
            Should the Executive suffer a Termination of Service prior to three
            (3) full years of service subsequent to the Executive attaining age
            eighteen (18) or upon the termination of the Officer "for cause",
            this Agreement and all of the Bank's obligations hereunder shall
            terminate immediately, except for obligations which have accrued
            prior thereto as provided in Subparagraphs II (D) and (F) in the
            case of the Officer's death or disability.

      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, the Executive, upon submission to the Bank of
            written documentation and verification of disability, shall be
            entitled to one hundred percent (100%) of the benefits in
            Subparagraph II (A) above. Such benefit shall begin at the
            Executive's Normal Retirement Age as set forth in said Subparagraph
            II (A). Disability shall be defined as the Executive not being able
            to perform the duties of the Executive's own job and shall be as
            further defined in the Bank's long term disability policy in effect
            at the time of said disability. If no such policy exists at the time
            of disability, then disability shall be as defined in the long term
            disability policy last in effect. 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.

      G.    Death Benefit:

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


                                       7
<PAGE>
III.  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.

IV.   CHANGE OF CONTROL

      Upon a Change of Control (Subparagraph I [I]), if the Executive
      subsequently suffers a Termination of Service (Subparagraph I [E]), 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 or its owners shall take place unless the new or
      surviving entity expressly acknowledges the obligations under this
      Executive Plan and agrees to abide by its terms.

V.    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


                                       8
<PAGE>
            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 or its owners 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
            agrees, 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.

      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 North Carolina.


                                       9
<PAGE>
      H.    12 U.S.C.ss. 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. ss. 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
            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.

VI.   ERISA PROVISION

      A.    Named Fiduciary and Plan Administrator:

            The "Named Fiduciary and Plan Administrator" of this Executive Plan
            shall be Bank of Granite, 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


                                       10
<PAGE>
            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
            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.

VII.  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. Upon a Change of
      Control (Subparagraph I [I]), this paragraph shall become null and void
      effective immediately upon said Change of Control.


                                       11
<PAGE>
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.

                                        BANK OF GRANITE
                                        Granite Falls, North Carolina


/s/ Raquel Arroyo-Sedano                By: /s/ Kim T Hutchens          Sr. V.P.
------------------------------------        ------------------------------------
Witness                                                                 Title


/s/ Raquel Arroyo-Sedano                    /s/ Kirby A. Tyndall
------------------------------------        ------------------------------------
Witness                                     Kirby A. Tyndall


                                       12
<PAGE>
                          BENEFICIARY DESIGNATION FORM
                         FOR THE EXECUTIVE SUPPLEMENTAL
                            RETIREMENT PLAN AGREEMENT

PRIMARY DESIGNATION:

<TABLE>
<CAPTION>
         Name                            Address                    Relationship
         ----                            -------                    ------------
<S>                           <C>                                   <C>

Carol Martin Tyndall          565 19th Ave Dr NW, Hickory, NC           Spouse
--------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------
</TABLE>

SECONDARY (CONTINGENT) DESIGNATION:

<TABLE>
<S>                                                                     <C>
Ashley Carol Tyndall (50%)                                              Daughter
--------------------------------------------------------------------------------
Kathryn Blair Tyndall (50%)                                             Daughter
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
</TABLE>

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.


/s/ Kirby A. Tyndall                    November 15, 2001
------------------------------------    ----------------------------------------
Kirby A. Tyndall                        Date


                                       13