EXHIBIT A PROFESSIONAL BRANCH MANAGER PHANTOM STOCK AGREEMENT Compensation Deferral Election Pursuant to the Agreement, I agree to the following deferral of amounts that would otherwise be payable to me as current compensation (pick a., b. or c.):

 COVER

                                                         EXHIBIT A


      	       PROFESSIONAL BRANCH MANAGER PHANTOM STOCK AGREEMENT

                        Compensation Deferral Election


     Pursuant to the Agreement, I agree to the following deferral of amounts 
that would otherwise be payable to me as current compensation (pick a., b. 
or c.):       

(a)     Annual Bonus Whole
       	Dollar Deferral                 $_______ (not to exceed $12,000.00)
				     
(b)     Percentage of 
        Compensation Deferral:           _______% of compensation (1% to 15%
                                                and not to exceed $12,000.00
                                                in the aggregate in 
                                                combination with the above 
                                                deferral)

              		or

(c)     Monthly Whole Dollar Deferral   $_______ ($250.00 to $1,000.00)


     Having read and understood the Agreement and prospectus provided to me
by Xxxx, I understand and agree that:

     1.  My deferrals will be made from compensation payable to me in the 
         calendar year and all subsequent calendar years until I submit to 
         Xxxx a Compensation Deferral Amendment in accordance with the terms
         of the Agreement and which is received by Xxxx prior to the first
         day of the calendar year for which it is to be effective.

     2.  Elections may not be changed or revoked except at the end of a 
         calendar year (except in the event of severe financial hardship, 
         in which case, I may apply to Xxxx for its consent to a suspension 
         of deferrals).

     3.  Any deferral is subject to all of the terms and conditions of the 
         Agreement, including particularly that: (i) deferrals are 
         irrevocable until one year after vesting of Matched Share Units, 
         retirement, termination, disability, or death, whichever occurs 
         earliest, (ii) compensation which I defer is not invested directly 
         in common stock (therefore, I have no rights as a stockholder by 
         virtue of this Agreement), (iii) phantom stock may not be converted 
         to an alternative fixed income investment mode except as written in 
         the Agreement, and (iv) my only claim in the event of financial 


 2


Professional Branch Manager Phantom Stock Agreement
Compensation Deferral Election
Page Two


          difficulty of Xxxx is as an unsecured general creditor for the
          benefits due to me under the Agreement.


                                     Employee:


                                     _____________________________
                                     Signature                Date



                                     _____________________________
                                     Print Full Name                


Receipt Acknowledged:


XXXX XXXXX XXXX XXXXXX, INCORPORATED



By:_________________________________
     	Signature