Amendment No. 1
                            Executive Retirement Plan


         May AII amend or terminate  this Plan?  This Plan may not be amended or
terminated until on or after April 1, 2007.


         o    Are there exceptions to this rule? Yes.

              >    An amendment or  termination  of this plan may not  adversely
                   affect the rights and benefits under this plan of a person if
                   such amendment or termination is adopted after,  or less than
                   three years prior to, the date such person becomes "eligible"
                   to "retire"  (determined  without  regard to the  amendment);
                   provided  that  the  person  "acknowledged  eligibility"  and
                   executed  either  an  employment  agreement  or a  Change  in
                   Control and  Noncompete  Agreement  prior to the date of such
                   amendment or termination; and

              >    Except during the 18 months  following a "change in control,"
                   a plan  amendment  adopted at any time will apply to a Person
                   if, in AII's reasonable  judgment,  the promises and benefits
                   of the amended Plan are in the aggregate no less favorable to
                   such  person  than  the  promises  and  benefits  before  the
                   amendment or if, in AII's reasonable judgment, such amendment
                   is  necessary  to  achieve  the  purpose  of the  Plan or the
                   purpose  of  the  Plan's  benefits.   For  example,  such  an
                   amendment  may be required due to future legal  compliance or
                   accounting  issues, or to prevent deferred  compensation from
                   becoming  taxable before the intended date. Such an amendment
                   will apply to all  persons  regardless  of  whether  they are
                   retired or approaching retirement.

              >    Except  during the  eighteen  months  following  a "change in
                   control,"  exhibits to this Plan may be revised or deleted at
                   any time in the Company's sole discretion,  and such revision
                   or deletion  will apply to all persons  regardless of whether
                   they are retired or  approaching  retirement.  The Company is
                   not required to attach to this Plan any revised exhibit.  You
                   should check with the Company before relying upon any exhibit
                   to this Plan.

              >    This  Plan  may  not be  amended  or  terminated  during  the
                   eighteen  month period  following the occurrence of a "change
                   in control."