Exhibit 10.15
-------------

On January 28, 2003,  the  Company's  Executive  Retirement  Plan (the Plan) was
amended as follows:

   o  For participants who become eligible after January 1, 2003:
      o  Only service as an elected officer counts towards vesting;
      o  50% cliff  vesting  occurs  after the first  five  years as an  elected
         officer,  with the remaining vesting occurring on a pro-rata basis over
         the next five years;
      o  The Plan's death benefit is 50% of the remaining benefit.

   o  Upon a change in control,  the Plan's  benefit is based upon the higher of
      final base pay or the average of the last three years' base pay.

   o  Remove loss of benefit upon termination for performance other than cause.

   o  In the event of disability,  payments begin upon disability rather than at
      age 65.