Executive Retirement Plan Amendment

Exhibit 10-kk



Summary of Terms and Conditions of

Special Executive Retirement Plan Amendment

Effective December 30, 2005



Plan Feature Plan Provision
Eligibility Executive Team Members as defined in plan document
Transition Strategy Convert accrued benefit to opening account balances based on present value calculated at 6% discount rate



Selected participants permitted to terminate participation and receive benefits in 2005
Basic Employer Contributions Flat rate contributions of 15% of base pay; 20% for CEO
Supplemental Employer Contributions Additional employer contributions allowed based on individual or company financial performance
Discretionary Employer Contributions Special account subject to separate vesting for sign-on bonuses, etc.
Employee Contributions Permitted up to 5 ...