Pursuant to the Amended and Restated Employment Agreement, certain changes were made to the Employment Agreement, effective as of May 1, 2005. Mr. Owings's employment period will extend to April 30, 2008 rather than June 30, 2005. Rather than devoting all his business time to the Company, Mr. Owings will devote up to 30 hours per week, and his base pay will be decreased from $400,000 to $300,000. The amounts payable to Mr. Owings under his incentive bonus program were also reduced by 25% to the following amounts:

In addition to the incentive, savings and retirement plans provided for in the Employment Agreement, under the Amended and Restated Employment Agreement Mr. Owings shall also be entitled to participate in all deferred compensation plans made available to senior executives generally, and he shall be entitled to participate in one or more supplemental executive retirement plans or policies that may be established by the Company.

If Mr. Owings ceases to serve as Chairman of the Board of Directors, he and his dependents will receive medical, dental and prescription drug benefits until Mr. Owings reaches the age of 65, except that Mr. Owings will receive MediGap coverage, to the extent available, until Mr. Owings reaches the age of 80, which shall consist of ongoing coverage under policies that cover medical expenses for Mr. Owings and his dependents in excess of that covered by Medicare, subject to certain limitations. In certain circumstances, in the event Mr. Owings ceases to serve as Chairman of the Board due to his death, such benefits shall continue with respect to Mr. Owings's spouse and children for specified periods. Such benefits shall also continue in the event Mr. Owings's employment is terminated by reason of disability during the employment period and upon his retirement.