Form: 10-Q

Quarterly report pursuant to Section 13 or 15(d)

November 15, 2004

10.1

Published on November 15, 2004

Exhibit 10.1

SUMMARY OF COMPENSATORY ARRANGEMENT
WITH WILLIAM W. SHERERTZ

The board of directors has approved an annual cash payment totaling
approximately $139,500 to William W. Sherertz, President and Chief Executive
Officer, to enable him to maintain in force certain life insurance policies.