FIRST LITCHFIELD FINANCIAL CORP
EX-10.41
<DOCUMENT>
<TYPE>EX-10.41
<SEQUENCE>4
<FILENAME>ex10-41.txt
<DESCRIPTION>EX-10.41
<TEXT>

                                  Exhibit 10.41

                      THE FIRST NATIONAL BANK OF LITCHFIELD
                      -------------------------------------
                           FIRST AMENDED AND RESTATED
                    EXECUTIVE INCENTIVE RETIREMENT AGREEMENT

      THIS FIRST AMENDMENT AND RESTATEMENT to the EXECUTIVE INCENTIVE RETIREMENT
AGREEMENT dated the 20th day of November,  2008 (this  "Agreement") is made this
20th day of November, 2008 by and between The First National Bank of Litchfield,
a national bank, located in Litchfield, Connecticut, (the "Company"), and Robert
E. Teittinen (the "Executive").

                                  INTRODUCTION

      To  encourage  the  Executive  to remain an employee of the  Company,  the
Company is willing to provide to the Executive a deferred incentive opportunity.
The Company will pay the benefits from its general assets.

                                    AGREEMENT

      The Executive and the Company agree as follows:

                                    Article 1
                                   Definitions

      1.3 Definitions.  Whenever used in this Agreement, the following words and
phrases shall have the meanings specified:

            1.1.19 "Base Salary"  means the total annual base salary  payable to
      the  Executive  at the rate in effect on the date  specified.  Base Salary
      shall not be reduced for any salary reduction  contributions:  (i) to cash
      or  deferred  arrangements  under  Section  401(k) of the Code;  (ii) to a
      cafeteria  plan  under  Section  125 of the Code;  or (iii) to a  deferred
      compensation plan that is not qualified under Section 401(a) of the Code.

            1.1.20 "Code" means the Internal Revenue Code of 1986, as amended.

            1.1.21  "Deferral  Account"  means the  Company's  accounting of the
      Executive's accumulated Deferrals plus accrued interest.

            1.1.22  "Disability"  means the Executive is (i) unable to engage in
      any substantial  gainful activity by reason of any medically  determinable
      physical or mental  impairment  that can be expected to result in death or
      can be  expected to last for a  continuous  period of not less than twelve
      (12) months or (ii) receiving income replacement  benefits for a period of
      not less than three (3) months under an accident and health plan  covering
      the employees of the Bank by reason of any medically determinable physical
      or mental  impairment which can be expected to result in death or

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      last  for a  continuous  period  of at  least  twelve  (12)  months.  As a
      condition to any benefits, the Company may require the Executive to submit
      to such physical or mental evaluations and tests as the Board of Directors
      deems appropriate.  The Executive will be deemed disabled if determined to
      be totally disabled by the Social Security Administration.

            1.1.23 "Early  Retirement Age" means the Executive's  55th birthday,
      provided he has completed at least 20 Years of Service.

            1.1.24 "Early Retirement Date" means the date that the Executive has
      terminated  employment  after  attaining  his 55th birthday but before his
      65th birthday provided he has completed at least 20 Years of Service.

            1.1.25  "Earnings"  means the  Company's  reported  Net Income after
      taxes.

            1.1.26  "Earnings   Growth"  means  the  percentage  change  in  the
      Company's Earnings over a one-year period, measured on December 31 of each
      year.

            1.1.27 "Effective Date" means November 20, 2008.

            1.1.10  "Election  Form"  means the Form  attached as Exhibit 1. The
      Election  Form must be completed at the time of signing of this  Agreement
      and may not be amended  with  respect to any  deferrals  for any Plan Year
      unless such amended Election Form is received by June 30 of the Plan Year;
      if not received by such date, the amended  Election Form will be effective
      with respect to deferrals for the Plan Year commencing  after the date the
      instructions are received by the Company.

            1.1.11   "Extraordinary  Items"  means  those  items  recognized  by
      Generally   Accepted   Accounting   Principles   as   extraordinary   that
      substantially  affect  shareholder  equity  and/or the  Company's  assets.
      Examples of such items are stock redemptions, mergers, acquisitions, stock
      splits and other items of that nature.

            1.1.12 "Return On Equity" means the Company's Earnings, adjusted for
      Extraordinary  Items,  divided by the Company's common stock equity at the
      end of the same fiscal year.

            1.1.13 "Normal Retirement Age" means the Executive's 65th birthday.

            1.1.14  "Normal  Retirement  Date"  means  the  later of the  Normal
      Retirement Age or Termination of Employment.

            1.1.15  "Plan Year" means the calendar  year.  The initial Plan Year
      shall be a short Plan Year  commencing on the Effective Date and ending on
      December 31 of the same year.

            1.1.16  "Growth of Stock  Rate" means the  percentage  change in the
      First Litchfield  Financial  Corporation's  fair market value common stock
      price ("Stock  Price") over a one year period,  measured on December 31 of
      each  year,  with  a  guaranteed  minimum  of 4%  and a  maximum  of  15%,
      cumulatively.

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            1.1.17 "Termination of Employment" means the Executive ceasing to be
      employed  by  the  Company  for  any  reason   whatsoever,   voluntary  or
      involuntary, other than by reason of an approved leave of absence.

            1.1.18  "Unforeseeable  Emergency" means a severe financial hardship
      to the participant resulting from an illness or accident of the Executive,
      the  Executive's  spouse  or a  dependent  of the  Executive,  loss of the
      Executive's  property  due  to  casualty,  or  similar  extraordinary  and
      unforeseeable  circumstances  arising  as a result  of events  beyond  the
      control of the Executive, as limited by Section  409A(a)(1)(B)(ii)(II)  of
      the Code and Treasury Regulation ss.409A-3 under Section 409A of the Code.

            1.1.19  "Years of Service"  means the total  number of  twelve-month
      periods during which the Executive is employed on a full-time basis by the
      Company, inclusive of any approved leave of absence.

                                    Article 2
                                    Incentive

      2.5 Incentive Award. The three (3) year rolling average of Earnings Growth
and Return On Equity (the "ROE")  determined as of December 31 of each plan year
shall determine the Executive's  Incentive Award Percentage,  in accordance with
the  attached  Schedule  A. The chart on Schedule A is  specifically  subject to
change annually at the sole discretion of the Company's Board of Directors.  The
Incentive Award is calculated annually by taking the Executive's Base Salary for
the  Plan  Year in  which  the ROE was  calculated  times  the  Incentive  Award
Percentage.

      2.6 Incentive  Deferral.  On March 1 following each Plan Year, the Company
shall declare and pay the Incentive  Award in the form of  compensation  and the
Executive shall defer such amount to the Deferral Account.

                                    Article 3
                                Deferral Account

      3.1  Establishing  and Crediting.  The Company shall  establish a Deferral
Account on its books for the Executive, and shall credit to the Deferral Account
the following amounts:

            3.1.1 Deferrals.  The Incentive Deferral as determined under Article
      2.

            3.1.2 Interest.  On March 1 following each Plan Year and immediately
      prior to the payment of any  benefits,  interest  on the  account  balance
      since the preceding  credit under this Section  3.1.2,  at an annual rate,
      compounded monthly, equal to the Growth of Stock Rate for the same period.

      3.8 Statement of Accounts.  The Company  shall  provide to the  Executive,
within one hundred  twenty (120) days after each Plan Year, a statement  setting
forth the Deferral Account balance.

      3.9 Accounting  Device Only.  The Deferral  Account is solely a device for
measuring amounts to be paid under this Agreement. The Deferral Account is not a
trust fund of any kind.  The  Executive is a general  unsecured  creditor of the
Company for the payment of  benefits.  The benefits  represent  the mere


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Company promise to pay such benefits.  The Executive's rights are not subject in
any manner to anticipation,  alienation,  sale,  transfer,  assignment,  pledge,
encumbrance, attachment, or garnishment by the Executive's creditors.

      3.10 Hardship.  If an Unforeseeable  Emergency occurs,  the Executive,  by
written  instructions to the Company, may elect to reduce future deferrals under
this  Agreement  with respect to  Incentive  Awards for the current Plan Year if
such  instructions  are received by June 30 of the Plan Year, or if not received
by such  date,  the Plan Year  commencing  after the date the  instructions  are
received by the Company.

                                    Article 4
                                Lifetime Benefits

      4.1 Normal Retirement  Benefit. If there is a Termination of Employment of
the  Executive on or after the  Executive's  Normal  Retirement  Age for reasons
other than death,  the Company shall pay to the Executive the benefit  described
in this Section 4.1 in lieu of any other benefit under this Agreement.

            4.1.5 Amount of Benefit.  The benefit  under this Section 4.1 is the
      Deferral Account balance on the Executive's Normal Retirement Date.

            4.1.6  Payment of Benefit.  The Company shall pay the benefit to the
      Executive  commencing on the first day of the seventh month  following the
      Executive's  Termination of Employment  following the  Executive's  Normal
      Retirement Date in the form elected by the Executive on the Election Form.
      If the Executive elects to receive payments in equal monthly installments,
      the Company shall  continue to credit  interest on the  remaining  account
      balance  during any  applicable  installment  period  fixed at the rate in
      effect under Section 3.1.2 on the date of the  Executive's  Termination of
      Employment.

      4.2 Early Retirement  Benefit.  If there is a Termination of Employment of
the  Executive  on or after the  Early  Retirement  Age and  before  the  Normal
Retirement  Age,  and for reasons  other than death or  Disability,  the Company
shall pay to the Executive the benefit  described in this Section 4.2 in lieu of
any other benefit under this Agreement.

            4.4.4 Amount of Benefit.  The benefit  under this Section 4.2 is the
      Deferral Account balance on the Executive's Early Retirement Date.

            4.4.5  Payment of Benefit.  The Company shall pay the benefit to the
      Executive  in the form and on the date no  earlier  than the date which is
      six (6) months after Termination of Employment elected by the Executive on
      the Election Form. If the Executive  elects the Deferred Payment Option or
      to receive  payments in equal  monthly  installments,  the  Company  shall
      continue to credit  interest on the remaining  account  balance during any
      applicable  installment  period fixed at the rate in effect under  Section
      3.1.2 on the date of the Executive's Termination of Employment.

      4.5 Early Termination  Benefit. If there is a Termination of Employment of
the  Executive  before the Early  Retirement  Age or Normal  Retirement  Age for
reasons other than death or  Disability,  the Company shall pay to the Executive
the benefit  described in this Section 4.3 in lieu of any other  benefits  under
this Agreement.

            4.5.1 Amount of Benefit.  The benefit  under this Section 4.3 is the
      vested  portion  of  the

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      Deferral Account balance on the Executive's Termination of Employment.

            4.5.2 Vesting of Awards. For purposes of this Section 4.3, Incentive
      Awards  will vest 20% per year from the date the award was  declared.  The
      interest credited to each Incentive Award will also vest 20% per year from
      the date the award was declared.

            4.5.3  Payment of Benefit.  The Company shall pay the benefit to the
      Executive  in a single lump sum no earlier  than the date which is six (6)
      months after Termination of Employment.

      4.4  Disability  Benefit.  If  the  Executive  terminates  employment  for
Disability  prior to the Early  Retirement  Age or Normal  Retirement  Age,  the
Company shall pay to the Executive the benefit  described in this Section 4.4 in
lieu of any other benefit under this Agreement.

            4.4.5 Amount of Benefit.  The benefit  under this Section 4.4 is the
      Deferral Account balance at Termination of Employment.

            4.4.6  Payment of Benefit.  The Company shall pay the benefit to the
      Executive  commencing  on  the  first  day  of  the  month  following  the
      Executive's Termination of Employment in the form elected by the Executive
      on the Election Form. If the Executive elects to receive payments in equal
      monthly installments, the Company shall continue to credit interest on the
      remaining account balance during any applicable  installment  period fixed
      at the rate in effect under Section  3.1.2 on the date of the  Executive's
      Termination of Employment.

      4.5  Subsequent  Election.  If the  Executive  makes  any  election  under
Sections 4.1.2, 4.2.2, 4.4.2 or 5.1.2 subsequent to December 31, 2004 to delay a
payment or to change the form of payment,  (i) the  subsequent  election must be
made at least twelve (12) months prior to the date that the first  payment would
otherwise  have  been  made,  (ii)  payments  to be made  with  respect  to such
subsequent  election  shall be  deferred  for a period of not less five (5) five
years from the date such payments would otherwise have been made, and (iii) such
subsequent  election  shall not take  effect  until at least  twelve (12) months
after the date on which such subsequent election is made.

      4.6 Hardship  Distribution.  Upon the Company's  determination  (following
petition by the  Executive)  that the  Executive  has suffered an  Unforeseeable
Emergency, the Company shall distribute to the Executive the amount necessary to
satisfy  such  emergency  plus  amounts   necessary  to  pay  taxes   reasonably
anticipated as a result of the  distribution,  as determined in accordance  with
Treasury Regulation ss.409A-3.

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                                    Article 5
                                 Death Benefits

      5.1 Death During Active Service. If the Executive dies while in the active
service of the Company, the Company shall pay to the Executive's beneficiary the
benefit described in this Section 5.1.

            5.1.5  Amount of  Benefit.  The  benefit  under  Section  5.1 is the
      greater  of the  Deferral  Account  balance  or the  projected  retirement
      benefit as per the attached Schedule B.

            5.1.6  Payment of Benefit.  The Company shall pay the benefit to the
      beneficiary  commencing  on  the  first  day of the  month  following  the
      Executive's  death in the form  elected by the  Executive  on the Election
      Form. If the Executive elects payments in equal monthly installments,  the
      Company shall continue to credit interest on the remaining account balance
      during any applicable installment period fixed at the rate in effect under
      Section 3.1.2 on the date of the Executive's Death.

      5.6 Death During  Benefit  Period.  If the  Executive  dies after  benefit
payments  have  commenced  under this  Agreement  but before  receiving all such
payments,  the  Company  shall pay the  remaining  benefits  to the  Executive's
beneficiary  at the same time and in the same  amounts they would have been paid
to the Executive had the Executive survived.

      5.7 Death After  Termination  of Employment  But Before  Benefit  Payments
Commence. If the Executive is entitled to benefit payments under this Agreement,
but dies prior to the commencement of said benefit  payments,  the Company shall
pay the benefit  payments to the Executive's  beneficiary that the Executive was
entitled to prior to death except that the benefit  payments  shall  commence on
the first day of the month following the date of the Executive's death.

                                    Article 6
                                  Beneficiaries

      6.5 Beneficiary Designations.  The Executive shall designate a beneficiary
by filing a written  designation  with the Company.  The Executive may revoke or
modify the designation at any time by filing a new written designation. However,
designations  will only be effective if signed by the  Executive and accepted by
the  Company  during  the  Executive's  lifetime.  The  Executive's  beneficiary
designation shall be deemed automatically revoked if the beneficiary predeceases
the  Executive,  or if the  Executive  names a  spouse  as  beneficiary  and the
marriage  is  subsequently  dissolved.  If the  Executive  dies  without a valid
beneficiary designation, all payments shall be made to the Executive's estate in
a lump sum.

      6.6 Facility of Payment.  If a benefit is payable to a minor,  to a person
declared  incompetent,  or to a person  incapable of handling the disposition of
his or her  property,  the Company may pay such benefit to the  guardian,  legal
representative  or person having the care or custody of such minor,  incompetent
person or  incapable  person.  The Company may  require  proof of  incompetence,
minority or guardianship as it may deem appropriate prior to distribution of the
benefit.  Such  distribution  shall  completely  discharge  the Company from all
liability with respect to such benefit.

                                    Article 7
                               General Limitations

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      Notwithstanding  any  provision  of this  Agreement to the  contrary,  the
Company shall not pay any benefit under this Agreement:

      7.1 Excess  Parachute  Payment.  To the extent the benefit would create an
excise tax under the excess parachute rules of Section 280G of the Code.

      7.2  Termination  for Cause.  If the Company  terminates  the  Executive's
employment for:

            7.2.7 Gross negligence or gross neglect of duties;

            7.2.8  Commission  of a felony or of a gross  misdemeanor  involving
      moral turpitude; or

            7.2.9 Fraud, disloyalty,  dishonesty or willful violation of any law
      or significant Company policy committed in connection with the Executive's
      employment and resulting in an adverse effect on the Company.

      7.3 Suicide.  If the Executive  commits suicide within two years after the
date of this Agreement,  or if the Executive has made any material  misstatement
of fact on any application for life insurance purchased by the Company.

                                    Article 8
                          Claims and Review Procedures

      8.1 Claims  Procedure.  The Company shall notify any person or entity that
makes a claim against this Agreement (the "Claimant") in writing,  within ninety
(90)  days  of  Claimant's  written  application  for  benefits,  of  his or her
eligibility or noneligibility for benefits under this Agreement.  If the Company
determines that the Claimant is not eligible for benefits or full benefits,  the
notice shall set forth (1) the specific reasons for such denial,  (2) a specific
reference to the provisions of this Agreement on which the denial is based,  (3)
a  description  of any  additional  information  or material  necessary  for the
Claimant to perfect his or her claim, and a description of why it is needed, and
(4) an  explanation  of this  Agreement's  claims  review  procedure  and  other
appropriate  information  as to the steps to be taken if the Claimant  wishes to
have the claim  reviewed.  If the  Company  determines  that  there are  special
circumstances  requiring  additional time to make a decision,  the Company shall
notify  the  Claimant  of the  special  circumstances  and the  date by  which a
decision is expected to be made, and may extend the time for up to an additional
ninety-day period.

      8.2 Review Procedure.  If the Claimant is determined by the Company not to
be eligible for benefits, or if the Claimant believes that he or she is entitled
to greater or different  benefits,  the Claimant  shall have the  opportunity to
have such claim reviewed by the Company by filing a petition for review with the
Company  within  sixty  (60) days  after  receipt  of the  notice  issued by the
Company.  Said  petition  shall state the  specific  reasons  which the Claimant
believes  entitle him or her to benefits  or to greater or  different  benefits.
Within sixty (60) days after receipt by the Company of the petition, the Company
shall afford the Claimant (and counsel, if any) an opportunity to present his or
her position to the Company orally or in writing,  and the Claimant (or counsel)
shall have the right to review the pertinent documents. The Company shall notify
the Claimant of its decision in writing  within the  sixty-day  period,  stating
specifically  the basis of its  decision,  written in a manner  calculated to be
understood  by the  Claimant and the specific  provisions  of this  Agreement on
which  the  decision  is  based.  If,  because  of the need for a

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hearing,  the sixty-day  period is not sufficient,  the decision may be deferred
for up to another sixty-day period at the election of the Company, but notice of
this deferral shall be given to the Claimant.

                                    Article 9
                           Amendments and Termination

      This  Agreement may be amended or terminated  only by a written  agreement
signed by the Company.

                                   Article 10
                                  Miscellaneous

      10.1 Binding  Effect.  This  Agreement  shall bind the  Executive  and the
Company,   and   their   beneficiaries,    survivors,   executors,   successors,
administrators and transferees.

      10.2 No  Guarantee of  Employment.  This  Agreement  is not an  employment
policy  or  contract.  It does not give the  Executive  the  right to  remain an
employee of the  Company,  nor does it  interfere  with the  Company's  right to
discharge  the  Executive.  It also does not require the  Executive to remain an
employee nor interfere with the Executive's right to terminate employment at any
time.

      10.3  Non-Transferability.  Benefits under this Agreement  cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.

      10.4  Reorganization.  The Company shall not merge or consolidate  into or
with another company, or reorganize,  or sell substantially all of its assets to
another company,  firm, or person unless such succeeding or continuing  company,
firm, or person agrees to assume and  discharge the  obligations  of the Company
under this Agreement.  Upon the occurrence of such event,  the term "Company" as
used in this  Agreement  shall be deemed to refer to the  successor  or survivor
company.

      10.5 Tax  Withholding.  The  Company  shall  withhold  any taxes  that are
required to be withheld from the benefits provided under this Agreement.

      10.6 Applicable  Law. The Plan and all rights  hereunder shall be governed
by and  construed  according  to the laws of  Connecticut,  except to the extent
preempted by the laws of the United States of America.

      10.7  Unfunded  Arrangement.  The Executive  and  beneficiary  are general
unsecured  creditors  of the  Company  for the  payment of  benefits  under this
Agreement.  The benefits  represent  the mere promise by the Company to pay such
benefits.  The rights to benefits are not subject in any manner to anticipation,
alienation,  sale, transfer,  assignment,  pledge,  encumbrance,  attachment, or
garnishment  by creditors.  Any insurance on the  Executive's  life is a general
asset of the Company to which the Executive and beneficiary have no preferred or
secured claim.

      10.8 Recovery of Estate Taxes. If the Executive's gross estate for federal
estate tax  purposes  includes  any amount  determined  by  reference  to and on
account of this Agreement,  and if the beneficiary is other than the Executive's
estate,  then the  Executive's  estate  shall be  entitled  to recover  from the
beneficiary  receiving such benefit under the terms of the Agreement,  an amount
by which the total estate tax due by the Executive's  estate,  exceeds the total
estate tax which  would have been  payable if the value

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of such benefit had not been included in the Executive's  gross estate. If there
is more than one person  receiving such benefit,  the right of recovery shall be
against  each  such  person.  In  the  event  the  beneficiary  has a  liability
hereunder, the beneficiary may petition the Company for a lump sum payment in an
amount not to exceed the beneficiary's liability hereunder.

      10.11 Entire  Agreement.  This Agreement  supersedes  the prior  agreement
between  Company and the Executive on the subject  matter hereof dated  December
19,  2002 and  constitutes  the entire  agreement  between  the  Company and the
Executive  as to the  subject  matter  hereof.  No  rights  are  granted  to the
Executive by virtue of this Agreement  other than those  specifically  set forth
herein.

      10.12 Administration. The Company shall have powers which are necessary to
administer this Agreement, including but not limited to:

            10.10.9  Interpreting the provisions of this Agreement;
            10.10.10 Establishing and revising the method of accounting for this
                     Agreement;
            10.10.11 Maintaining a record of benefit payments; and
            10.10.12 Establishing  rules and  prescribing any forms necessary or
                     desirable to administer this Agreement.

      10.11 Designated Fiduciary. For purposes of the Employee Retirement Income
Security Act of 1974, if  applicable,  the Company shall be the named  fiduciary
and plan administrator under the Agreement.  The named fiduciary may delegate to
others certain aspects of the management and operation  responsibilities  of the
plan  including  the  employment of advisors and the  delegation of  ministerial
duties to qualified individuals.

      10.12 Section 409A. All provisions of this Agreement  shall be interpreted
to be compliant with the provisions of Section 409A of the Code, and regulations
and  rulings  issued  thereunder,  so as not to subject  the  benefits  accruing
hereunder to taxation pursuant to Section 409A(a)(1).

                           (Signatures on next page.)

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      IN WITNESS  WHEREOF,  the Executive and a duly authorized  Company officer
have signed this Agreement.

EXECUTIVE:                             COMPANY:
                                       The First National Bank of Litchfield

Robert E. Teittinen                    By:    Joseph J. Greco
-------------------                           ---------------

                                       Title:  President & CEO
                                               ---------------

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                                  EXHIBIT 1 TO
                    EXECUTIVE INCENTIVE RETIREMENT AGREEMENT

                           Normal Retirement Benefits
                           --------------------------

I elect to receive my Normal Retirement Benefits under Section 4.1.2 of the
Agreement in the following form:
[Initial One]

____   Lump sum

RT Equal monthly installments for 180 months.
--

                            Early Retirement Benefits
                            -------------------------

I elect to receive my Early Retirement Benefits under Section 4.2.2 of the
Agreement in the following form:
[Initial One]

___ Lump sum, payable on the first day of the month following my Early
Retirement Date.

____ Deferred Lump sum, payable on _____________________.

RT Equal monthly installments for 180 months commencing on the first day of
the month following my Early Retirement Date.

____ Deferred Equal monthly installments for 180 months commencing on _________.

                               Disability Benefits
                               -------------------

I elect to receive my Disability Benefits under Section 4.4.2 of the Agreement
in the following form:
[Initial One]

___   Lump sum

RT  Equal monthly installments for 180 months.
---

                                 Death Benefits
                                 --------------

I elect to have my Death Benefit paid under Section 5.1.2 of the Agreement in
the following form:
[Initial One]

 RT  Lump sum
---

____ Equal monthly installments for 180 months.

Signature:  /s/ Robert E. Teittinen
            -----------------------

Date:  December 17, 2008

Accepted by the Company this 17th day of December, 2008.

By: /s/ Joseph J. Greco
    -------------------
Title: President & CEO

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                             BENEFICIARY DESIGNATION

                      The First National Bank of Litchfield
                    EXECUTIVE INCENTIVE RETIREMENT AGREEMENT

I designate the following as beneficiary of any death benefits under the
Executive Incentive Retirement Agreement:

Primary:  Equally to Daryl M. Teittinen and Daphne C. Teittinen

________________________________________________________________________________

Contingent:  _____________________________________________________________

________________________________________________________________________________

Note: To name a trust as beneficiary,  please provide the name of the trustee(s)
      and the exact name and date of the trust agreement.

I understand  that I may change these  beneficiary  designations by filing a new
written designation with the Company. I further understand that the designations
will be automatically  revoked if the beneficiary  predeceases me, or, if I have
named my spouse as beneficiary and our marriage is subsequently dissolved.

Signature: /s/ Robert E. Teittinen
          ------------------------

Date:  December 17, 2008

Accepted by the Company this 17th day of December, 2008.

By:  /s/ Joseph J. Greco
      ------------------
Title:  President & CEO
        ----------------

                                   Schedule A

                           Deferred Bonus as a % of Annual Fees

                     ----------------------------------------------------------
           14.0%         11.0     12.1     13.1      14.1      15.1     16.1
                     ----------------------------------------------------------
           13.0%         10.3     11.3     12.2      13.1      14.1     15.0
                     ----------------------------------------------------------
           12.0%         9.6      10.5     11.4      12.2      13.1     14.0
                     ----------------------------------------------------------
Earnings   11.0%         8.9      9.7      10.5      11.3      12.1     13.0
 Growth              ----------------------------------------------------------
           10.0%         8.2      8.8       9.7      10.4      11.2     11.9
                     ----------------------------------------------------------
            9.0%         7.5      8.1       8.8       9.5      10.2     10.9
                     ----------------------------------------------------------
            8.0%         6.8      7.5       8.0       8.6       9.2      9.8
                     ----------------------------------------------------------
            7.0%         6.1      6.5       7.2       7.7       8.3      8.8
                     ----------------------------------------------------------
            6.0%         5.3      5.9       6.3       6.8       7.3      7.8
                     ----------------------------------------------------------
            5.0%         4.6      5.0       5.5       5.9       6.3      6.7
                     ----------------------------------------------------------
                        11.0%    12.0%     13.0%     14.0%     15.0%    16.0%

                                  Return on Equity


                                       71
</TEXT>
</DOCUMENT>
