Outside Director Life Insurance Plan -- June 2000

The RBMG Outside Director Life Insurance program is designed to provide permanent life insurance protection to directors who are not employees of RBMG. Participants will also be paid a tax gross-up bonus each year to offset the income tax cost resulting from participation in the program, so there will be no cost to a participating director. The features of the program are reviewed in this summary.


- - ELIGIBILITY. All directors who are not employees of RBMG are eligible
to participate. Participation is voluntary.


- - AMOUNT OF COVERAGE. The amount of coverage will generally be $350,000
of single life coverage on the director's life. However, married
directors can opt for second-to-die coverage on the lives of the
director and his or her spouse, with the death benefit payable at the
death of the survivor. If second-to-die coverage is elected, the
coverage amount will be the amount that can be supported with the same
premium payments that would have been paid on the single life coverage
on the director. The second-to-die coverage amount will generally be
higher than the single life coverage amount if the spouse is about the
same age as or younger than the director.


- - VESTING. A director will vest in the coverage on a pro-rata basis
between program inception and the year in which age plus years of board
service (including service before the adoption of the program) equals
65.


- - PAYMENT OF PREMIUMS. RBMG will pay an equal amount of premiums each
year based on the number of vesting years for a director. For example,
if a director will fully vest in 8 years, RBMG will pay an equal amount
of premiums each year for 8 years, so that the policy will be fully
funded when all premiums are paid. If a director terminates board
service before all premiums are paid, no further premiums will be paid
by RBMG.


- - OWNERSHIP OF POLICY. Each participating director will own his or her
policy. However, a director can elect to have the policy owned by
another individual or a trust. Participants are encouraged to review
this program with their estate planning attorneys or other advisors
before enrolling, as it might be appropriate for a trust or other third
party to own the policy from inception.


- - TYPE OF POLICY. The policies issued under the program will be variable
policies. With a variable policy, the policy cash values are invested
among an available portfolio of stock, bond and balanced investment
funds as elected by the policy owner.


JUNE 2000 -1- 2


- - POLICY FUNDING. The premium funding of the policies is designed so that
the policy will have zero cash value at maturity (generally age 95 for
single life policies and age 100 for second-to-die policies) based on
an assumed gross annual cash value return (before expenses) of 10%. If
a policy cash value reaches zero, the policy will lapse unless
additional premiums are paid. The actual cash value performance will
depend on the actual performance of the investment funds selected by
the director (or other owner of the director's policy). RBMG's
commitment is to pay the fixed premium amount for a specified number of
years, regardless of actual policy cash value performance.


- - TERMINATION OF BOARD SERVICE. RBMG will not pay premiums on a
director's policy after he or she terminates board service. Therefore,
if a director terminates service before a ...