If a change in control of the Corporation occurs, and within twelve

months thereafter the executive's employment is terminated by the Company

without cause, or by the executive for certain specific reasons, the executive

will receive severance payments and certain other benefits. The specific reasons

which allow the executive to resign and receive the benefits are: (1) a

reduction in status or position with the Company, (2) a reduction by the Company

in the executive's annual rate of base salary, and (3) relocation.


      If the executive resigns for one of the specific reasons, or is terminated

without cause, the executive will be entitled to receive: (1) a severance

payment equal to three times his base salary plus standard bonus, payable over a

two year period, (2) continued participation for a period of thirty six months

in group medical, dental and/or life insurance plans and (3) enhanced benefits

under the Company's Supplemental Compensation Plan.


      A change in control of the Company for these purposes means the occurrence

of any of these events: (1) a sale of all or substantially all of the assets of

the Company to any person or group other than certain designated individuals:

(2) any person or group, other than certain designated individuals, become the

beneficial owner or owners of more than 50 percent of the total voting stock of

the Company, including by way of merger, consolidation or otherwise: (3)

Lawrence Sills ceases to be the Chairman of the Board of Directors of the

Company or the Chief Executive Officer of the Company.