Director Retirement Benefits Exchange Program Specifications

Exhibit 10(ll)


DIRECTOR RETIREMENT BENEFITS EXCHANGE PROGRAM -

SPECIFICATIONS

ullet Formula, including how value of accrued benefit is calculated and which stock price will be used. EACH DIRECTOR WHO ELECTS TO EXCHANGE HIS OR HER ACCRUED DIRECTORS' RETIREMENT PLAN BENEFIT FOR RESTRICTED OR DEFERRED SHARES OF BKBC COMMON STOCK WILL RECEIVE A NUMBER OF SHARES OR UNITS, ROUNDED TO THE NEAREST WHOLE SHARE OR UNIT, DETERMINED BY MULTIPLYING $17,500 (THE ANNUAL CASH RETAINER IN EFFECT ON JANUARY 1, 1997) BY THE DIRECTOR' S YEARS OF BOARD SERVICE THROUGH MARCH 31, 1997 (INCLUDING ANY FRACTION OF A YEAR), AND THEN DIVIDING THE PRODUCT BY THE CLOSING PRICE OF A SHARE OF BKBC COMMON STOCK ON MARCH 31, 1997. ullet Timing of when accruals under current plan will cease. MARCH 31, 1997.

ullet Timing of election to exchange (one-time or more frequent?). ONE TIME.

ullet What is the issuance date for the restricted and deferred stock? BOTH RESTRICTED AND DEFERRED SHARES WILL BE ISSUED ON JULY 31, 1997. ullet Nature of restrictions on restricted shares; when will restrictions lapse? RESTRICTED SHARES MAY NOT BE SOLD, ASSIGNED OR TRANSFERRED UNTIL THE LATER OF WHEN THE DIRECTOR LEAVES THE BOARD OR ATTAINS AGE 60. THE RESTRICTED SHARES (AS WELL AS ANY DIVIDENDS ACCRUED PRIOR TO THE DIRECTOR' S HAVING SERVED ...