Amendments to Employment Agreement
                                 with A. Thomas Hood
                                                   
 
     The following amendments to the employment agreement of A. Thomas Hood were
  effective September 27, 1996:
 
  Original text:
  Paragraph 2:  WHEREAS, the Executive has heretofore been employed by the
  Association as Executive Vice President/Treasurer and is experienced in all
  phases of the business of the Association; and
 
  Amended text:
  Paragraph 2: WHEREAS, the Executive has heretofore been employed by the
  Association as President and Chief Executive Officer, and is experienced in
  all phases of the business of the Association; and
 
  Original text:
  Section 1.  Employment.  The Association agrees to continue Executive in its
  employ, and Executive agrees to remain in the employ of the Association as
  Executive Vice President/Treasurer of the Association for the period stated
  herein in the paragraph entitled "Term" and upon the other terms and
  conditions herein provided.  The Executive shall render administrative and
  management services to the Association such as are customarily performed by
  persons situated in a similar executive capacity.  He shall also promote, by
  entertainment or otherwise, as and to the extent permitted by law, the
  business of the Association.  The Executive's other duties shall be such as
  the Board of Directors may from time to time reasonably direct, including
  normal duties as an officer of the Association, if elected as such and service
  as a Director of the Association, if so elected.  Executive agrees to perform
  such services not inconsistent with his position as shall from time to time be
  assigned to him by the Association's Board of Directors.  The Executive may
  voluntarily terminate his employment at any time.  In the event of such
  voluntary resignation (other than pursuant to a change in control), this
  Agreement will be terminated and the compensation and benefits will be
  terminated upon the effective date of the employment termination or such other
  date as otherwise may be determined by the Board of Directors.
 
  Amended text:
 
  Section 1.  Employment.  The Association agrees to continue Executive in its
  employ, and Executive agrees to remain in the employ of the Association as
  President and Chief Executive Officer of the Association for the period stated
  herein in the paragraph entitled "Term" and upon the other terms and
  conditions herein provided.  The Executive shall render administrative and
  management services to the Association such as are customarily performed by
  persons situated in a similar executive capacity.  He shall also promote, by
  entertainment or otherwise, as and to the extent permitted by law, the
  business of the Association.  The Executive's other duties shall be such as
  the Board of Directors may from time to time reasonably direct, including
  normal duties as an officer of the Association, if elected as such and service
  as a Director of the Association, if so elected.  Executive agrees to perform
  such services not inconsistent with his position as shall from time to time be
  assigned to him by the Association's Board of Directors.  The Executive may
  voluntarily terminate his employment at any time.  In the event of such
  voluntary resignation (other than pursuant to a change in control), this
  Agreement will be terminated and the compensation and benefits will be
  terminated upon the effective date of the employment termination or such other
  date as otherwise may be determined by the Board of Directors.
 
  Original text:
  Section 2.  Compensation.  The Association agrees to pay the Executive during
  the term of this Agreement, a salary at the initial rate of ONE HUNDRED FORTY
  THREE THOUSAND SEVEN HUNDRED  DOLLARS  ($143,700), per annum, payable bi-
  weekly; provided, that the rate of such salary shall be reviewed by the Board
  of Directors of the Association not less often than annually and Executive
  shall be entitled to receive annually an increase in such salary rate in an
  amount at least equal to the average percentage increase, if any, granted to
  the senior officers of the Association.  Such rate of salary, or increased
  rate of salary, if any, as the case may be, may be further increased from time
  to time in such amounts as the Board in its discretion may decide subject to
  the customary withholding tax and other employee taxes as required with
  respect to compensation paid by a corporation to an employee.  The Executive's
  rate of salary may be decreased by the Board of Directors pursuant to a bona
  fide renegotiation of duties or at such time as the Board deems it necessary
  or advisable to effect an across-the-board reduction in salaries of the
  Association's officers and employees.  Service as a Director of the
  Association, if the Executive is so elected, shall be without compensation in
  addition to the foregoing.
 
  Amended text:
  Section 2.  Compensation.  The Association agrees to pay the Executive during
  the term of this Agreement, a salary at the initial rate of ONE HUNDRED
  SEVENTY-FIVE THOUSAND SIX HUNDRED TWENTY DOLLARS  ($175,620), per annum,
  payable bi-weekly; provided, that the rate of such salary shall be reviewed by
  the Board of Directors of the Association not less often than annually and
  Executive shall be entitled to receive annually an increase in such salary
  rate in an amount at least equal to the average percentage increase, if any,
  granted to the senior officers of the Association.  Such rate of salary, or
  increased rate of salary, if any, as the case may be, may be further increased
  from time to time in such amounts as the Board in its discretion may decide
  subject to the customary withholding tax and other employee taxes as required
  with respect to compensation paid by a corporation to an employee.  The
  Executive's rate of salary may be decreased by the Board of Directors pursuant
  to a bona fide renegotiation of duties or at such time as the Board deems it
  necessary or advisable to effect an across-the-board reduction in salaries of
  the Association's officers and employees.  Service as a Director of the
  Association, if the Executive is so elected, shall be without compensation in
  addition to the foregoing.
 
  Original text:
  Section 5.  Term.  The period of the Executive's employment under this
  Agreement shall be deemed to have commenced as of August 1, 1987, and shall
  continue for a period of thirty-six (36) full calendar months thereafter and
  any extensions thereafter.  As of the date of this second amendment hereto,
  the Executive's period of employment under this Agreement has been extended by
  the Board of Directors through September 30, 1996.  The said thirty-six (36)
  month period of employment may be extended for an additional twelve (12) full
  calendar months by action of the Board of Directors at the September, 1994
  meeting of the Board of Directors and at each succeeding September meeting of
  the Board of Directors.
 
  Amended text:
  Section 5.  Term  The period of the Executive's employment under this
  Agreement shall be deemed to have commenced as of August 1, 1987, and shall
  continue for a period of thirty-six (36) full calendar months thereafter and
  any extensions thereafter.  As of the date of this third amendment hereto, the
  Executive's period of employment under this Agreement has been extended by the
  Board of Directors through September 30, 1999.  The said thirty-six (36) month
  period of employment may be extended for an additional twelve (12) full
  calendar months by action of the Board of Directors at the September, 1997
  meeting of the Board of Directors and at each succeeding September meeting of
  the Board of Directors.
 
  Original text:
  Section 11.  Disability.  If the Executive shall become disabled or
  incapacitated to the extent that he is unable to perform the duties of
  Executive Vice President/Treasurer, he shall be eligible to participate in the
  Association's long-term disability plan as established by the Board of
  Directors for employees and management personnel, or any other disability plan
  which may be established by the Board of Directors for management personnel. 
  Upon returning to active full-time employment, the Executive's full
  compensation as set forth in the paragraphs of this Agreement entitled
  "Compensation" and "Discretionary Bonuses" shall be reinstated.  In the event
  that said Executive returns to active employment on other than a full-time
  basis, then his compensation (as set forth in the paragraph of this Agreement
  entitled "Compensation") shall be reduced in proportion to the time spent in
  said employment.  However, if he is again unable to perform the duties of
  Executive Vice President/Treasurer hereunder due to illness or other
  incapacity, he must have been engaged in active full-time employment for at
  least twelve (12) consecutive months immediately prior to such later absence
  or inability in order to qualify for the full or partial continuance of his
  salary under the paragraph entitled "Disability."
 
  Amended text:
  Section 11.   Disability.  If the Executive shall become disabled or
  incapacitated to the extent that he is unable to perform the duties of
  President and Chief Executive Officer, he shall be eligible to participate in
  the Association's long-term disability plan as established by the Board of
  Directors for employees and management personnel, or any other disability plan
  which may be established by the Board of Directors for management personnel. 
  Upon returning to active full-time employment, the Executive's full
  compensation as set forth in the paragraphs of this Agreement entitled
  "Compensation" and "Discretionary Bonuses" shall be reinstated.  In the event
  that said Executive returns to active employment on other than a full-time
  basis, then his compensation (as set forth in the paragraph of this Agreement
  entitled "Compensation") shall be reduced in proportion to the time spent in
  said employment.  However, if he is again unable to perform the duties of
  President and Chief Executive Officer hereunder due to illness or other
  incapacity, he must have been engaged in active full-time employment for at
  least twelve (12) consecutive months immediately prior to such later absence
  or inability in order to qualify for the full or partial continuance of his
  salary under the paragraph entitled "Disability."