Common use of CASH AND OTHER COMPENSATION Clause in Contracts

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers shall pay to him a salary of dollars ($ ) annually (“Base Salary”). The Executive’s Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Board of Directors of the Company (the “Company Board”) and the Board of Directors of the Bank (the “Bank Board”) shall review the Executive’s annual rate of salary at such times during the Employment Period as they deem appropriate, but not less frequently than once every twelve months, and may, in their respective discretion, approve an increase therein. In addition to salary, the Executive may receive other cash compensation from the Employers for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s Base Salary as in effect from time to time cannot be decreased by the Employers without the Executive’s express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank Board. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s right to participate in such bonuses when and as declared by the Company Board and/or the Bank Board.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers Employer shall pay to him her a salary of two hundred twelve thousand and one hundred and eighty dollars ($ $212,180) annually (“Base Salary”). The Executive’s 's Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Company Board of Directors of the Company (the “Company Board”) and the Bank Board of Directors of the Bank (the “Bank Board”) shall review the Executive’s 's annual rate of salary at such times during the Employment Period as they deem appropriate, but not less frequently than once every twelve months, and may, in their respective discretion, approve an increase therein. In addition to salary, the Executive may receive other cash compensation from the Employers Employer for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s Base Salary as in effect from time to time cannot be decreased by the Employers Employer without the Executive’s express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers Employer in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank BoardBoard to executive officers. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s right to participate in such bonuses when and as declared by the Company Board and/or the Bank Board.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers shall pay to him her a salary of dollars ($ ) annually (“Base Salary”). The Executive’s Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Board of Directors of the Company (the “Company Board”) and the Board of Directors of the Bank (the “Bank Board”) shall review the Executive’s annual rate of salary at such times during the Employment Period as they deem appropriate, but not less frequently than once every twelve months, and may, in their respective discretion, approve an increase therein. In addition to salary, the Executive may receive other cash compensation from the Employers for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s Base Salary as in effect from time to time cannot be decreased by the Employers without the Executive’s express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank Board. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s right to participate in such bonuses when and as declared by the Company Board and/or the Bank Board. In connection with the foregoing, under the terms of the Bank’s Executive Short Term Incentive Plan (the “ESTIP”), annual cash bonuses can be awarded to the Executive in an amount equal to up to 200% of the Executive’s Base Salary as in effect at the start of the ESTIP’s plan year to which the bonus relates. The Compensation Committee of the Board of Directors of the Company shall make an annual determination of the exact percentage of Base Salary to be used with respect to the possible bonus, if any, to be paid to the Executive for the relevant plan year and shall notify the Executive by the end of January of the ESTIP’s plan year to which such percentage shall be applicable, commencing January 2005.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers Employer shall pay to him a salary of four hundred forty-four thousand and nine hundred and forty-five dollars ($ $444,945) annually (“Base Salary”). The Executive’s Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Company Board of Directors of the Company (the “Company Board”) and the Bank Board of Directors of the Bank (the “Bank Board”) shall review the Executive’s annual rate of salary at such times during the Employment Period as they deem appropriate, but not less frequently than once every twelve months, and may, in their respective discretion, approve an increase therein. In addition to salary, the Executive may receive other cash compensation from the Employers Employer for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s Base Salary as in effect from time to time cannot be decreased by the Employers Employer without the Executive’s express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers Employer in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank BoardBoard to executive officers. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s right to participate in such bonuses when and as declared by the Company Board and/or the Bank Board.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers shall pay to him a salary of dollars ($ ) annually (“Base Salary”). The Executive’s Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Board of Directors of the Company (the “Company Board”) and the Board of Directors of the Bank (the “Bank Board”) shall review the Executive’s annual rate of salary at such times during the Employment Period as they deem appropriate, but not less frequently than once every twelve months, and may, in their respective discretion, approve an increase therein. In addition to salary, the Executive may receive other cash compensation from the Employers for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s Base Salary as in effect from time to time cannot be decreased by the Employers without the Executive’s express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank Board. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s right to participate in such bonuses when and as declared by the Company Board and/or the Bank Board. In connection with the foregoing, under the terms of the Bank’s Executive Short Term Incentive Plan (the “ESTIP”), annual cash bonuses can be awarded to the Executive in an amount equal to up to 200% of the Executive’s Base Salary as in effect at the start of the ESTIP’s plan year to which the bonus relates. The Compensation Committee of the Board of Directors of the Company shall make an annual determination of the exact percentage of Base Salary to be used with respect to the possible bonus, if any, to be paid to the Executive for the relevant plan year and shall notify the Executive by the end of January of the ESTIP’s plan year to which such percentage shall be applicable, commencing January 2005.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers Employer shall pay to him a salary of two hundred sixty-two thousand and six hundred fifty dollars ($ $262,650) annually (“Base Salary”). The Executive’s 's Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Board of Directors of the Company (the “Company Board”) and the Board of Directors of the Bank (the “Bank Board”) shall review the Executive’s 's annual rate of salary at such times during the Employment Period as they deem appropriate, but not less frequently than once every twelve months, and may, in their respective discretion, approve an increase therein. In addition to salary, the Executive may receive other cash compensation from the Employers Employer for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s Base Salary as in effect from time to time cannot be decreased by the Employers Employer without the Executive’s express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers Employer in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank BoardBoard to executive officers. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s right to participate in such bonuses when and as declared by the Company Board and/or the Bank Board.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers shall pay to him a salary of three hundred thirty-five thousand dollars ($ $335,000) annually (“"Base Salary”"). The Executive’s 's Base Salary shall be payable in approximately equal installments in accordance with the Company’s 's and the Bank’s 's customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Company Board of Directors of the Company (the “Company Board”) and the Bank Board of Directors of the Bank (the “Bank Board”) shall review the Executive’s 's annual rate of salary at such times during the Employment Period as they deem appropriate, but not less frequently than once every twelve months, and may, in their respective discretion, approve an increase therein. In addition to salary, the Executive may receive other cash compensation from the Employers for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s 's annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s 's Base Salary as in effect from time to time cannot be decreased by the Employers without the Executive’s 's express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank BoardBoard to executive officers. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s 's right to participate in such bonuses when and as declared by the Company Board and/or the Bank Board.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers shall pay to him her a salary of six hundred and eleven thousand dollars ($ $611,000) annually (“Base Salary”). The Executive’s Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Company Board of Directors of and the Company Bank Board (collectively the “Company BoardBoards”) and or the Board of Directors of the Bank (the “Bank Board”) Compensation Committees thereof shall review the Executive’s annual rate of salary at such times during the Employment Period as they deem appropriate, but not less frequently than once every twelve months, and may, in their respective discretion, approve an increase therein. Such review of Executive’s Base Salary shall take into account not only the Executive’s performance as well as the Employers’ performance since the date of the last review conducted pursuant to this Section 4(a) but also shall take into consideration the salaries of similar situated officers at comparably situated financial institutions as determined by the Boards or the Compensation Committees thereof. In addition to salary, the Executive may receive other cash compensation from the Employers for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s Base Salary as in effect from time to time cannot be decreased by the Employers without the Executive’s express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank Board. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s right to participate in such bonuses when and as declared by the Company Board and/or the Bank Board. In connection with the foregoing, under the terms of the Bank’s Executive Short Term Incentive Plan (the “ESTIP”), annual cash bonuses can be awarded to the Executive in an amount equal to up to 200% of the Executive’s Base Salary as in effect at the start of the ESTIP’s plan year to which the bonus relates. The Compensation Committee of the Board of Directors of the Company shall make an annual determination of the exact percentage of Base Salary to be used with respect to the possible bonus, if any, to be paid to the Executive for the relevant plan year and shall notify the Executive by the end of January of the ESTIP’s plan year to which such percentage shall be applicable, commencing January 2005.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers Bank shall pay to him a salary of four hundred thirty thousand dollars ($ $430,000) annually (“Base Salary”)) as of the date of this Agreement. The Executive’s Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Board Compensation Committee of Directors of the Company (the “Company Board”) and the Board of Directors of the Bank Employers (the “Bank BoardCommittee”) shall review the Executive’s annual rate of salary at such times during the Employment Period as they deem it deems appropriate, but not less frequently than once every twelve monthsmonths (provided that the initial review may be deferred until the Executive’s regular review for the period beginning April 1, 2010), and may, in their respective its discretion, approve an increase therein. Such review of the Executive’s Base Salary shall take into account not only the Executive’s performance as well as the Employer’s performance since the date of the last review conducted pursuant to this Section 4(a) but also shall take into consideration the salaries of similarly situated officers at comparably situated financial institutions as determined by the Compensation Committee thereof as well as any recommendation of the Chief Executive Officer. In addition to salary, the Executive may receive other cash compensation from the Employers for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board Committee may determine from time to time. Any increase in the Executive’s annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s Base Salary as in effect from time to time cannot be decreased by the Employers without the Executive’s express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank BoardCommittee. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s right to participate in such bonuses when and as declared by the Company Board and/or Committee. In connection with the Bank Boardforegoing, under the terms of the Bank’s Executive Incentive Plan (the “EIP”), annual cash bonuses can be awarded to the Executive; the initial percentage accorded to the Executive shall be 60% of the Executive’s Base Salary at the “Target” level. The Compensation Committee shall make an annual determination of the exact percentage of Base Salary to be used with respect to the possible bonus, if any, to be paid to the Executive for the relevant plan year and shall notify the Executive by the end of March of the EIP’s plan year to which such percentage shall be applicable, commencing March 2010.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers shall pay to him a salary of three hundred seventy thousand dollars ($ $370,000) annually (“Base Salary”)) as of the date of restatement of this Agreement. The Executive’s Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Compensation Committees of the Board of Directors of the Company (the “Company Board”) and the Board of Directors of the Bank (the “Bank Board”) (collectively the “Boards”) shall review the Executive’s annual rate of salary at such times during the Employment Period as they deem appropriate, but not less frequently than once every twelve months, and may, in their respective discretion, approve an increase therein. Such review of Executive’s Base Salary shall take into account not only the Executive’s performance as well as the Employers’ performance since the date of the last review conducted pursuant to this Section 4(a) but also shall take into consideration the salaries of similar situated officers at comparably situated financial institutions as determined by the Boards or the Compensation Committees thereof as well as any recommendation of the Chief Executive Officer. In addition to salary, the Executive may receive other cash compensation from the Employers for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s Base Salary as in effect from time to time cannot be decreased by the Employers without the Executive’s express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank Board. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s right to participate in such bonuses when and as declared by the Company Board and/or the Bank Board. In connection with the foregoing, under the terms of the Bank’s Executive Short Term Incentive Plan (the “ESTIP”), annual cash bonuses can be awarded to the Executive in an amount equal to up to 200% of the Executive’s Base Salary as in effect at the start of the ESTIP’s plan year to which the bonus relates. The Compensation Committee of the Board of Directors of the Company shall make an annual determination of the exact percentage of Base Salary to be used with respect to the possible bonus, if any, to be paid to the Executive for the relevant plan year and shall notify the Executive by the end of January of the ESTIP’s plan year to which such percentage shall be applicable, commencing January 2005.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers shall pay to him her a salary of two hundred eighty nine thousand and eight hundred dollars ($ $289,800) annually (“"Base Salary”)") as of the date of restatement of this Agreement. The Executive’s 's Base Salary shall be payable in approximately equal installments in accordance with the Company’s 's and the Bank’s 's customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Compensation Committees of the Board of Directors of the Company (the “"Company Board”") and the Board of Directors of the Bank (the “"Bank Board”") (collectively the "Boards") shall review the Executive’s 's annual rate of salary at such times during the Employment Period as they deem appropriate, but not less frequently than once every twelve months, and may, in their respective discretion, approve an increase therein. Such review of Executive's Base Salary shall take into account not only the Executive's performance as well as the Employers' performance since the date of the last review conducted pursuant to this Section 4(a) but also shall take into consideration the salaries of similar situated officers at comparably situated financial institutions as determined by the Compensation Committees thereof as well as any recommendation of the Chief Executive Officer. In addition to salary, the Executive may receive other cash compensation from the Employers for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s 's annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s 's Base Salary as in effect from time to time cannot be decreased by the Employers without the Executive’s 's express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank Board. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s 's right to participate in such bonuses when and as declared by the Company Board and/or the Bank Board. In connection with the foregoing, under the terms of the Bank's Executive Short Term Incentive Plan (the "ESTIP"), annual cash bonuses can be awarded to the Executive in an amount equal to up to 200% of the Executive's Base Salary as in effect at the start of the ESTIP's plan year to which the bonus relates. The Compensation Committee of the Board of Directors of the Company shall make an annual determination of the exact percentage of Base Salary to be used with respect to the possible bonus, if any, to be paid to the Executive for the relevant plan year and shall notify the Executive by the end of January of the ESTIP's plan year to which such percentage shall be applicable, commencing January 2005.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers Bank shall pay to him a salary of one hundred sixty-five thousand seventy-five dollars ($ $165,075.00) annually (“Base Salary”)) as of the effective date of this Agreement. The Executive’s Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Board Compensation Committee of Directors of the Company (the “Company Board”) and the Board of Directors of the Bank (the “Bank Board”) shall review the Executive’s annual rate of salary at such times during the Employment Period as they deem it deems appropriate, but not less frequently than once every twelve months, and may, in their respective its discretion, approve an increase therein. Such review of Executive’s Base Salary shall take into account not only the Executive’s performance as well as the Employer’s performance since the date of the last review conducted pursuant to this Section 4(a) but also shall take into consideration the salaries of similar situated officers at comparably situated financial institutions as determined by the Compensation Committee thereof as well as any recommendation of the Chief Executive Officer. In addition to salary, the Executive may receive other cash compensation from the Employers Employer for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s Base Salary as in effect from time to time cannot be decreased by the Employers Employer without the Executive’s express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers Employer in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank Board. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s right to participate in such bonuses when and as declared by the Company Board and/or Bank Board. In connection with the foregoing, under the terms of the Bank’s Executive Short Term Incentive Plan (the “ESTIP”), annual cash bonuses can be awarded to the Executive in an amount equal to up to 200% of the Executive’s Base Salary as in effect at the start of the ESTIP’s plan year to which the bonus relates. The Compensation Committee of the Bank BoardBoard shall make an annual determination of the exact percentage of Base Salary to be used with respect to the possible bonus, if any, to be paid to the Executive for the relevant plan year and shall notify the Executive by the end of January of the ESTIP’s plan year to which such percentage shall be applicable.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers shall pay to him her a salary of three hundred sixty four thousand one hundred and thirty dollars ($ $364,130) annually (“Base Salary”)) as of the date of restatement of this Agreement. The Executive’s Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Compensation Committees of the Board of Directors of the Company (the “Company Board”) and the Board of Directors of the Bank (the “Bank Board”) (collectively the “Boards”) shall review the Executive’s annual rate of salary at such times during the Employment Period as they deem appropriate, but not less frequently than once every twelve months, and may, in their respective discretion, approve an increase therein. Such review of the Executive’s Base Salary shall take into account not only the Executive’s performance as well as the Employers’ performance since the date of the last review conducted pursuant to this Section 4(a) but also shall take into consideration the salaries of similar situated officers at comparably situated financial institutions as determined by the Compensation Committees thereof as well as any recommendation of the Chief Executive Officer. In addition to salary, the Executive may receive other cash compensation from the Employers for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s Base Salary as in effect from time to time cannot be decreased by the Employers without the Executive’s express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank Board. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s right to participate in such bonuses when and as declared by the Company Board and/or the Bank Board. In connection with the foregoing, under the terms of the Bank’s Executive Incentive Plan (the “EIP”), annual cash bonuses can be awarded to the Executive in an amount equal to up to 200% of the Executive’s Base Salary as in effect at the start of the EIP’s plan year to which the bonus relates. The Compensation Committee of the Board of Directors of the Company shall make an annual determination of the exact percentage of Base Salary to be used with respect to the possible bonus, if any, to be paid to the Executive for the relevant plan year and shall notify the Executive by the end of January of the EIP’s plan year to which such percentage shall be applicable.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers Bank shall pay to him a salary of two hundred twelve thousand dollars ($ $212,000) annually (“"Base Salary”)") as of the date of restatement of this Agreement. The Executive’s 's Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s 's customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Board Compensation Committee of Directors of the Company (the “Company Board”) and the Board of Directors of the Bank (the “Bank Board”) shall review the Executive’s 's annual rate of salary at such times during the Employment Period as they deem it deems appropriate, but not less frequently than once every twelve monthsmonths (except the first annual review shall be scheduled to take place in January 2005), and may, in their respective its discretion, approve an increase therein. Such review of Executive's Base Salary shall take into account not only the Executive's performance as well as the Employer's performance since the date of the last review conducted pursuant to this Section 4(a) but also shall take into consideration the salaries of similar situated officers at comparably situated financial institutions as determined by the Compensation Committee thereof as well as any recommendation of the Chief Executive Officer. In addition to salary, the Executive may receive other cash compensation from the Employers Employer for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s 's annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s 's Base Salary as in effect from time to time cannot be decreased by the Employers Employer without the Executive’s 's express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers Employer in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank Board. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s 's right to participate in such bonuses when and as declared by the Company Board and/or Bank Board. In connection with the foregoing, under the terms of the Bank's Executive Short Term Incentive Plan (the "ESTIP"), annual cash bonuses can be awarded to the Executive in an amount equal to up to 200% of the Executive's Base Salary (the amount shall be pro-rated for the year ended December 31, 2004 based on the Effective Date) as in effect at the start of the ESTIP's plan year to which the bonus relates. The Compensation Committee of the Bank BoardBoard shall make an annual determination of the exact percentage of Base Salary to be used with respect to the possible bonus, if any, to be paid to the Executive for the relevant plan year and shall notify the Executive by the end of January of the ESTIP's plan year to which such percentage shall be applicable, commencing January 2005.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers Bank shall pay to him a salary of one hundred seventy thousand dollars ($ $170,000) annually (“Base Salary”)) as of the date of restatement of this Agreement. The Executive’s Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Board Compensation Committee of Directors of the Company (the “Company Board”) and the Board of Directors of the Bank (the “Bank Board”) shall review the Executive’s annual rate of salary at such times during the Employment Period as they deem it deems appropriate, but not less frequently than once every twelve months, and may, in their respective its discretion, approve an increase therein. Such review of the Executive’s Base Salary shall take into account not only the Executive’s performance as well as the Employer’s performance since the date of the last review conducted pursuant to this Section 4(a) but also shall take into consideration the salaries of similar situated officers at comparably situated financial institutions as determined by the Compensation Committee thereof as well as any recommendation of the Chief Executive Officer. In addition to salary, the Executive may receive other cash compensation from the Employers Employer for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s Base Salary as in effect from time to time cannot be decreased by the Employers Employer without the Executive’s express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers Employer in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank Board. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s right to participate in such bonuses when and as declared by the Company Board and/or Bank Board. In connection with the foregoing, under the terms of the Bank’s Executive Incentive Plan (the “EIP”), annual cash bonuses can be awarded to the Executive in an amount equal to up to 200% of the Executive’s Base Salary as in effect at the start of the EIP’s plan year to which the bonus relates. The Compensation Committee of the Bank BoardBoard shall make an annual determination of the exact percentage of Base Salary to be used with respect to the possible bonus, if any, to be paid to the Executive for the relevant plan year and shall notify the Executive by the end of January of the EIP’s plan year to which such percentage shall be applicable.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers Bank shall pay to him a salary of two hundred sixty five thousand dollars ($ $265,000) annually (“Base Salary”)) as of the date of restatement of this Agreement. The Executive’s Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Board Compensation Committee of Directors of the Company (the “Company Board”) and the Board of Directors of the Bank (the “Bank Board”) shall review the Executive’s annual rate of salary at such times during the Employment Period as they deem it deems appropriate, but not less frequently than once every twelve months, and may, in their respective its discretion, approve an increase therein. Such review of Executive’s Base Salary shall take into account not only the Executive’s performance as well as the Employer’s performance since the date of the last review conducted pursuant to this Section 4(a) but also shall take into consideration the salaries of similar situated officers at comparably situated financial institutions as determined by the Compensation Committee thereof as well as any recommendation of the Chief Executive Officer. In addition to salary, the Executive may receive other cash compensation from the Employers Employer for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s Base Salary as in effect from time to time cannot be decreased by the Employers Employer without the Executive’s express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers Employer in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank Board. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s right to participate in such bonuses when and as declared by the Company Board and/or Bank Board. In connection with the foregoing, under the terms of the Bank’s Executive Short Term Incentive Plan (the “ESTIP”), annual cash bonuses can be awarded to the Executive in an amount equal to up to 200% of the Executive’s Base Salary as in effect at the start of the ESTIP’s plan year to which the bonus relates. The Compensation Committee of the Bank BoardBoard shall make an annual determination of the exact percentage of Base Salary to be used with respect to the possible bonus, if any, to be paid to the Executive for the relevant plan year and shall notify the Executive by the end of January of the ESTIP’s plan year to which such percentage shall be applicable, commencing January 2005.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers Bank shall pay to him her a salary of two hundred thirty eight thousand and fifty dollars ($ $238,050) annually (“"Base Salary”)") as of the date of restatement of this Agreement. The Executive’s 's Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s 's customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Board Compensation Committee of Directors of the Company (the “Company Board”) and the Board of Directors of the Bank (the “"Bank Board”") shall review the Executive’s 's annual rate of salary at such times during the Employment Period as they deem appropriate, but not less frequently than once every twelve months, and may, in their respective its discretion, approve an increase therein. Such review of the Executive's Base Salary shall take into account not only the Executive's performance as well as the Employer's performance since the date of the last review conducted pursuant to this Section 4(a) but also shall take into consideration the salaries of similar situated officers at comparably situated financial institutions as determined by the Compensation Committee thereof as well as any recommendation of the Chief Executive Officer. In addition to salary, the Executive may receive other cash compensation from the Employers Employer for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s 's annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s 's Base Salary as in effect from time to time cannot be decreased by the Employers Employer without the Executive’s 's express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers Employer in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank Board. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s 's right to participate in such bonuses when and as declared by the Company Board and/or Bank Board. In connection with the foregoing, under the terms of the Bank's Executive Short Term Incentive Plan (the "ESTIP"), annual cash bonuses can be awarded to the Executive in an amount equal to up to 200% of the Executive's Base Salary as in effect at the start of the ESTIP's plan year to which the bonus relates. The Compensation Committee of the Bank BoardBoard shall make an annual determination of the exact percentage of Base Salary to be used with respect to the possible bonus, if any, to be paid to the Executive for the relevant plan year and shall notify the Executive by the end of January of the ESTIP's plan year to which such percentage shall be applicable, commencing January 2005.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers Bank shall pay to him a salary of two hundred and thirty-two thousand dollars ($ $232,000) annually (“Base Salary”). The Executive’s Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Board of Directors of the Company (the “Company Board”) and the Board of Directors of the Bank (the “Bank Board”) or the Compensation Committee thereof shall review the Executive’s annual rate of salary at such times during the Employment Period as they deem it deems appropriate, but not less frequently than once every twelve months, and may, in their respective its discretion, approve an increase therein. Such review of Executive’s Base Salary shall take into account not only the Executive’s performance as well as the Employer’s performance since the date of the last review conducted pursuant to this Section 4(a) but also shall take into consideration the salaries of similar situated officers at comparably situated financial institutions as determined by the Bank Board or the Compensation Committee thereof as well as any recommendation of the Chief Executive Officer. In addition to salary, the Executive may receive other cash compensation from the Employers Employer for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s Base Salary as in effect from time to time cannot be decreased by the Employers Employer without the Executive’s express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers Employer in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank Board. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s right to participate in such bonuses when and as declared by the Company Board and/or the Bank Board. In connection with the foregoing, under the terms of the Bank’s Executive Short Term Incentive Plan (the “ESTIP”), annual cash bonuses can be awarded to the Executive in an amount equal to up to 200% of the Executive’s Base Salary as in effect at the start of the ESTIP’s plan year to which the bonus relates. The Compensation Committee of the Bank Board shall make an annual determination of the exact percentage of Base Salary to be used with respect to the possible bonus, if any, to be paid to the Executive for the relevant plan year and shall notify the Executive by the end of January of the ESTIP’s plan year to which such percentage shall be applicable, commencing January 2005.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers Bank shall pay to him a salary of two hundred sixty thousand dollars ($ $260,000) annually (“Base Salary”)) as of the date of this Agreement. The Executive’s Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Board Compensation Committee of Directors of the Company (the “Company Board”) and the Board of Directors of the Bank (the “Bank Board”) shall review the Executive’s annual rate of salary at such times during the Employment Period as they deem it deems appropriate, but not less frequently than once every twelve months, provided that the initial review may be deferred until the Executive’s regular review for the period beginning April 1, 2010, and may, in their respective its discretion, approve an increase therein. Such review of the Executive’s Base Salary shall take into account not only the Executive’s performance as well as the Employer’s performance since the date of the last review conducted pursuant to this Section 4(a) but also shall take into consideration the salaries of similar situated officers at comparably situated financial institutions as determined by the Compensation Committee thereof as well as any recommendation of the Chief Executive Officer. In addition to salary, the Executive may receive other cash compensation from the Employers Employer for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s Base Salary as in effect from time to time cannot be decreased by the Employers Employer without the Executive’s express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers Employer in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank Board. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s right to participate in such bonuses when and as declared by the Company Board and/or Bank Board. In connection with the foregoing, under the terms of the Bank’s Executive Incentive Plan (the “EIP”), annual cash bonuses can be awarded to the Executive; the initial percentage accorded to the Executive shall be 45% of the Executive’s Base Salary at the “Target” level. The Compensation Committee of the Bank BoardBoard shall make an annual determination of the exact percentage of Base Salary to be used with respect to the possible bonus, if any, to be paid to the Executive for the relevant plan year and shall notify the Executive by the end of March of the EIP’s plan year to which such percentage shall be applicable.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers Bank shall pay to him a salary of three hundred fifty thousand dollars ($ $350,000) annually (“Base Salary”)) as of the date of this Agreement. The Executive’s Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Board Compensation Committee of Directors of the Company (the “Company Board”) and the Board of Directors of the Bank Employers (the “Bank BoardCommittee”) shall review the Executive’s annual rate of salary at such times during the Employment Period as they deem it deems appropriate, but not less frequently than once every twelve monthsmonths (provided that the initial review may be deferred until the Executive’s regular review for the period beginning April 1, 2010), and may, in their respective its discretion, approve an increase therein. Such review of the Executive’s Base Salary shall take into account not only the Executive’s performance as well as the Employer’s performance since the date of the last review conducted pursuant to this Section 4(a) but also shall take into consideration the salaries of similarly situated officers at comparably situated financial institutions as determined by the Compensation Committee thereof as well as any recommendation of the Chief Executive Officer. In addition to salary, the Executive may receive other cash compensation from the Employers for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board Committee may determine from time to time. Any increase in the Executive’s annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s Base Salary as in effect from time to time cannot be decreased by the Employers without the Executive’s express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank BoardCommittee. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s right to participate in such bonuses when and as declared by the Company Board and/or Committee. In connection with the foregoing, under the terms of the Bank’s Executive Incentive Plan (the “EIP”), annual cash bonuses can be awarded to the Executive. The initial percentage accorded to the Executive shall be 60% of the Executive’s Base Salary at the “Target” level, and the Executive shall be eligible to receive a bonus for the year ending December 31, 2009 on a pro rata basis, subject to the satisfaction of the applicable performance objectives. The Compensation Committee shall make an annual determination of the exact percentage of Base Salary to be used with respect to the possible bonus, if any, to be paid to the Executive for the relevant plan year and shall notify the Executive by the end of March of the EIP’s plan year to which such percentage shall be applicable, commencing March 2010. (c) The Bank shall pay to the Executive a signing bonus of $75,000 in a single lump sum payment within 30 days following the Effective Date, provided that the Executive continues to remain employed by the Employers during such 30-day period. In addition, the Bank Boardshall pay to the Executive a retention bonus of $150,000 in a single lump sum payment by March 31, 2010, provided that the Executive continues to remain employed through and including at least March 15, 2010.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers shall pay to him a salary of three hundred fifteen thousand and one hundred seventy dollars ($ $315,170) annually (“"Base Salary”)") as of the date of restatement of this Agreement. The Executive’s 's Base Salary shall be payable in approximately equal installments in accordance with the Company’s 's and the Bank’s 's customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Compensation Committees of the Board of Directors of the Company (the “"Company Board”") and the Board of Directors of the Bank (the “"Bank Board”") (collectively the "Boards") shall review the Executive’s 's annual rate of salary at such times during the Employment Period as they deem appropriate, but not less frequently than once every twelve months, and may, in their respective discretion, approve an increase therein. Such review of Executive's Base Salary shall take into account not only the Executive's performance as well as the Employers' performance since the date of the last review conducted pursuant to this Section 4(a) but also shall take into consideration the salaries of similar situated officers at comparably situated financial institutions as determined by the Boards or the Compensation Committees thereof as well as any recommendation of the Chief Executive Officer. In addition to salary, the Executive may receive other cash compensation from the Employers for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s 's annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s 's Base Salary as in effect from time to time cannot be decreased by the Employers without the Executive’s 's express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank Board. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s 's right to participate in such bonuses when and as declared by the Company Board and/or the Bank Board. In connection with the foregoing, under the terms of the Bank's Executive Short Term Incentive Plan (the "ESTIP"), annual cash bonuses can be awarded to the Executive in an amount equal to up to 200% of the Executive's Base Salary as in effect at the start of the ESTIP's plan year to which the bonus relates. The Compensation Committee of the Board of Directors of the Company shall make an annual determination of the exact percentage of Base Salary to be used with respect to the possible bonus, if any, to be paid to the Executive for the relevant plan year and shall notify the Executive by the end of January of the ESTIP's plan year to which such percentage shall be applicable, commencing January 2005.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers Bank shall pay to him her a salary of two hundred sixty five thousand dollars ($ $265,000) annually (“Base Salary”)) as of the date of restatement of this Agreement. The Executive’s Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Board Compensation Committee of Directors of the Company (the “Company Board”) and the Board of Directors of the Bank (the “Bank Board”) shall review the Executive’s annual rate of salary at such times during the Employment Period as they deem it deems appropriate, but not less frequently than once every twelve months, and may, in their respective its discretion, approve an increase therein. Such review of the Executive’s Base Salary shall take into account not only the Executive’s performance as well as the Employer’s performance since the date of the last review conducted pursuant to this Section 4(a) but also shall take into consideration the salaries of similar situated officers at comparably situated financial institutions as determined by the Compensation Committee thereof as well as any recommendation of the Chief Executive Officer. In addition to salary, the Executive may receive other cash compensation from the Employers Employer for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s Base Salary as in effect from time to time cannot be decreased by the Employers Employer without the Executive’s express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers Employer in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank Board. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s right to participate in such bonuses when and as declared by the Company Board and/or Bank Board. In connection with the foregoing, under the terms of the Bank’s Executive Short Term Incentive Plan (the “ESTIP”), annual cash bonuses can be awarded to the Executive in an amount equal to up to 200% of the Executive’s Base Salary as in effect at the start of the ESTIP’s plan year to which the bonus relates. The Compensation Committee of the Bank BoardBoard shall make an annual determination of the exact percentage of Base Salary to be used with respect to the possible bonus, if any, to be paid to the Executive for the relevant plan year and shall notify the Executive by the end of January of the ESTIP’s plan year to which such percentage shall be applicable, commencing January 2006.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers Bank shall pay to him a salary of two hundred sixty thousand dollars ($ $260,000) annually (“Base Salary”)) as of the date of this Agreement. The Executive’s Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Board Compensation Committee of Directors of the Company (the “Company Board”) and the Board of Directors of the Bank (the “Bank Board”) shall review the Executive’s annual rate of salary at such times during the Employment Period as they deem it deems appropriate, but not less frequently than once every twelve months, provided that the initial review may be deferred until the Executive’s regular review for the period beginning April 1, 2010, and may, in their respective its discretion, approve an increase therein. Such review of Executive’s Base Salary shall take into account not only the Executive’s performance as well as the Employer’s performance since the date of the last review conducted pursuant to this Section 4(a) but also shall take into consideration the salaries of similar situated officers at comparably situated financial institutions as determined by the Compensation Committee thereof as well as any recommendation of the Chief Executive Officer. In addition to salary, the Executive may receive other cash compensation from the Employers Employer for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s Base Salary as in effect from time to time cannot be decreased by the Employers Employer without the Executive’s express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers Employer in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank Board. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s right to participate in such bonuses when and as declared by the Company Board and/or Bank Board. In connection with the foregoing, under the terms of the Bank’s Executive Incentive Plan (the “EIP”), annual cash bonuses can be awarded to the Executive; the initial percentage accorded to Executives shall be 45% of the Executive’s Base Salary at the “Target” level. The Compensation Committee of the Bank BoardBoard shall make an annual determination of the exact percentage of Base Salary to be used with respect to the possible bonus, if any, to be paid to the Executive for the relevant plan year and shall notify the Executive by the end of January of the EIP’s plan year to which such percentage shall be applicable, commencing January 2009.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers Bank shall pay to him a salary of two hundred seventy five thousand five hundred and fifty dollars ($ $275,550) annually (“Base Salary”)) as of the date of restatement of this Agreement. The Executive’s Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Board Compensation Committee of Directors of the Company (the “Company Board”) and the Board of Directors of the Bank (the “Bank Board”) shall review the Executive’s annual rate of salary at such times during the Employment Period as they deem it deems appropriate, but not less frequently than once every twelve months, and may, in their respective its discretion, approve an increase therein. Such review of the Executive’s Base Salary shall take into account not only the Executive’s performance as well as the Employer’s performance since the date of the last review conducted pursuant to this Section 4(a) but also shall take into consideration the salaries of similar situated officers at comparably situated financial institutions as determined by the Compensation Committee thereof as well as any recommendation of the Chief Executive Officer. In addition to salary, the Executive may receive other cash compensation from the Employers Employer for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s Base Salary as in effect from time to time cannot be decreased by the Employers Employer without the Executive’s express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers Employer in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank Board. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s right to participate in such bonuses when and as declared by the Company Board and/or Bank Board. In connection with the foregoing, under the terms of the Bank’s Executive Incentive Plan (the “EIP”), annual cash bonuses can be awarded to the Executive in an amount equal to up to 200% of the Executive’s Base Salary as in effect at the start of the EIP’s plan year to which the bonus relates. The Compensation Committee of the Bank BoardBoard shall make an annual determination of the exact percentage of Base Salary to be used with respect to the possible bonus, if any, to be paid to the Executive for the relevant plan year and shall notify the Executive by the end of January of the EIP’s plan year to which such percentage shall be applicable.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers shall pay to him her a salary of three hundred fifty one thousand dollars ($ $351,000) annually (“Base Salary”)) as of the date of restatement of this Agreement. The Executive’s Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Compensation Committees of the Board of Directors of the Company (the “Company Board”) and the Board of Directors of the Bank (the “Bank Board”) (collectively the “Boards”) shall review the Executive’s annual rate of salary at such times during the Employment Period as they deem appropriate, but not less frequently than once every twelve months, and may, in their respective discretion, approve an increase therein. Such review of Executive’s Base Salary shall take into account not only the Executive’s performance as well as the Employers’ performance since the date of the last review conducted pursuant to this Section 4(a) but also shall take into consideration the salaries of similar situated officers at comparably situated financial institutions as determined by the Compensation Committees thereof as well as any recommendation of the Chief Executive Officer. In addition to salary, the Executive may receive other cash compensation from the Employers for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s Base Salary as in effect from time to time cannot be decreased by the Employers without the Executive’s express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank Board. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s right to participate in such bonuses when and as declared by the Company Board and/or the Bank Board. In connection with the foregoing, under the terms of the Bank’s Executive Short Term Incentive Plan (the “ESTIP”), annual cash bonuses can be awarded to the Executive in an amount equal to up to 200% of the Executive’s Base Salary as in effect at the start of the ESTIP’s plan year to which the bonus relates. The Compensation Committee of the Board of Directors of the Company shall make an annual determination of the exact percentage of Base Salary to be used with respect to the possible bonus, if any, to be paid to the Executive for the relevant plan year and shall notify the Executive by the end of January of the ESTIP’s plan year to which such percentage shall be applicable, commencing January 2005.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers Employer shall pay to him a salary of one hundred fifty thousand dollars ($ $150,000) annually (“Base Salary”)) as of the date of restatement of this Agreement. The Executive’s Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Board Compensation Committee of Directors of the Company (the “Company Board”) and the Board of Directors of the Bank (the “Bank Board”) shall review the Executive’s annual rate of salary at such times during the Employment Period as they deem it deems appropriate, but not less frequently than once every twelve months, and may, in their respective its discretion, approve an increase therein. Such review of Executive’s Base Salary shall take into account not only the Executive’s performance as well as the Employer’s performance since the date of the last review conducted pursuant to this Section 4(a) but also shall take into consideration the salaries of similar situated officers at comparably situated financial institutions as determined by the Compensation Committee thereof as well as any recommendation of the Chief Executive Officer. In addition to salary, the Executive may receive other cash compensation from the Employers Employer for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s Base Salary as in effect from time to time cannot be decreased by the Employers Employer without the Executive’s express prior written consent. (b) The Except as otherwise provided herein, the Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers Employer in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank Board. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s right to participate in such bonuses when and as declared by the Company Board and/or Bank Board. In connection with the foregoing, the Executive shall not be entitled to participate in the Bank’s Executive Short Term Incentive Plan (the “ESTIP”) under the terms thereof. However, the Employer shall pay the Executive short-term incentive compensation (the “STIC”) based on the revenue generated and overall profitability of the Trust, Investment and Insurance Department of the Bank (the “Department”). The formula and minimums and maximums for the STIC will be reviewed on an annual basis by the Compensation Committee of the Bank Board., and may be modified by the Compensation Committee, after consultation with the Executive, to reflect changing conditions or circumstances at the Bank and/or in its markets. The Compensation Committee will notify the Executive by the end of January of each year during the term of this Agreement if any changes in the formula set forth below will be implemented by the Employer. The formula for the year ended December 31, 2004 shall be calculated as follows: (i) One percent (1%) of the Department’s gross revenues; plus, if achieved, either (ii) (A) Five percent (5%) of the Department’s profit with at least a twenty percent (20%) but less than thirty percent (30%) profit margin; or

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers shall pay to him her a salary of six hundred thirty-two thousand and four hundred dollars ($ $632,400) annually (“"Base Salary”)") as of the date of restatement of this Agreement. The Executive’s 's Base Salary shall be payable in approximately equal installments in accordance with the Company’s 's and the Bank’s 's customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Board of Directors Compensation Committees of the Company (the “Company Board”) Board and the Board of Directors of the Bank (the “Bank Board”) (collectively the "Boards") shall review the Executive’s 's annual rate of salary at such times during the Employment Period as they deem appropriate, but not less frequently than once every twelve months, and may, in their respective discretion, approve an increase therein. Such review of the Executive's Base Salary shall take into account not only the Executive's performance as well as the Employers' performance since the date of the last review conducted pursuant to this Section 4(a) but also shall take into consideration the salaries of similar situated officers at comparably situated financial institutions as determined by the Compensation Committees thereof. In addition to salary, the Executive may receive other cash compensation from the Employers for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s 's annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s 's Base Salary as in effect from time to time cannot be decreased by the Employers without the Executive’s 's express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank Board. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s 's right to participate in such bonuses when and as declared by the Company Board and/or the Bank Board. In connection with the foregoing, under the terms of the Bank's Executive Short Term Incentive Plan (the "ESTIP"), annual cash bonuses can be awarded to the Executive in an amount equal to up to 200% of the Executive's Base Salary as in effect at the start of the ESTIP's plan year to which the bonus relates. The Compensation Committee of the Board of Directors of the Company shall make an annual determination of the exact percentage of Base Salary to be used with respect to the possible bonus, if any, to be paid to the Executive for the relevant plan year and shall notify the Executive by the end of January of the ESTIP's plan year to which such percentage shall be applicable, commencing January 2005.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers shall pay to him her a salary of dollars ($ ) annually (“Base Salary”). The Executive’s Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Company Board of Directors of the Company (the “Company Board”) and the Bank Board of Directors of the Bank (the “Bank Board”) shall review the Executive’s annual rate of salary at such times during the Employment Period as they deem appropriate, but not less frequently than once every twelve months, and may, in their respective discretion, approve an increase therein. In addition to salary, the Executive may receive other cash compensation from the Employers for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s Base Salary as in effect from time to time cannot be decreased by the Employers without the Executive’s express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank Board. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s right to participate in such bonuses when and as declared by the Company Board and/or the Bank Board. In connection with the foregoing, under the terms of the Bank’s Executive Short Term Incentive Plan (the “ESTIP”), annual cash bonuses can be awarded to the Executive in an amount equal to up to 200% of the Executive’s Base Salary as in effect at the start of the ESTIP’s plan year to which the bonus relates. The Compensation Committee of the Board of Directors of the Company shall make an annual determination of the exact percentage of Base Salary to be used with respect to the possible bonus, if any, to be paid to the Executive for the relevant plan year and shall notify the Executive by the end of January of the ESTIP’s plan year to which such percentage shall be applicable, commencing January 2005.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers Employer shall pay to him her a salary of two hundred six thousand dollars ($ $206,000) annually (“Base Salary”). The Executive’s 's Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Company Board of Directors of the Company (the “Company Board”) and the Bank Board of Directors of the Bank (the “Bank Board”) shall review the Executive’s 's annual rate of salary at such times during the Employment Period as they deem appropriate, but not less frequently than once every twelve months, and may, in their respective discretion, approve an increase therein. In addition to salary, the Executive may receive other cash compensation from the Employers Employer for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s Base Salary as in effect from time to time cannot be decreased by the Employers Employer without the Executive’s express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers Employer in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank BoardBoard to executive officers. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s right to participate in such bonuses when and as declared by the Company Board and/or the Bank Board.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers Employer shall pay to him a salary of one hundred fifty thousand dollars ($ $150,000) annually (“Base Salary”)) as of the date of restatement of this Agreement. The Executive’s Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Board Compensation Committee of Directors of the Company (the “Company Board”) and the Board of Directors of the Bank (the “Bank Board”) shall review the Executive’s annual rate of salary at such times during the Employment Period as they deem it deems appropriate, but not less frequently than once every twelve months, and may, in their respective its discretion, approve an increase therein. Such review of Executive’s Base Salary shall take into account not only the Executive’s performance as well as the Employer’s performance since the date of the last review conducted pursuant to this Section 4(a) but also shall take into consideration the salaries of similar situated officers at comparably situated financial institutions as determined by the Compensation Committee thereof as well as any recommendation of the Chief Executive Officer. In addition to salary, the Executive may receive other cash compensation from the Employers Employer for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s Base Salary as in effect from time to time cannot be decreased by the Employers Employer without the Executive’s express prior written consent. (b) The Except as otherwise provided herein, the Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers Employer in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank Board. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s right to participate in such bonuses when and as declared by the Company Board and/or Bank Board. In connection with the foregoing, the Executive shall not be entitled to participate in the Bank’s Executive Short Term Incentive Plan (the “ESTIP”) under the terms thereof. However, the Employer shall pay the Executive short-term incentive compensation (the “STIC”) based on the revenue generated and overall profitability of the Trust, Investment and Insurance Department of the Bank (the “Department”). The formula and minimums and maximums for the STIC will be reviewed on an annual basis by the Compensation Committee of the Bank Board, and may be modified by the Compensation Committee, after consultation with the Executive, to reflect changing conditions or circumstances at the Bank and/or in its markets. The Compensation Committee will notify the Executive by the end of January of each year during the term of this Agreement if any changes in the formula set forth below will be implemented by the Employer. The formula for the year ended December 31, 2004 shall be calculated as follows: (i) One percent (1%) of the Department’s gross revenues; (ii) Five percent (5%) of the Department’s profit with at least a twenty percent (20%) but less than twenty-five percent (25%) profit margin; and (iii) Six percent of the Department’s profit with at least a thirty percent (30%) profit margin. The Department’s “gross revenues,” “profit” and “profit margins” will be determined based on the Bank’s profit center accounting practices and principles, as in effect from time to time for the purpose of this Agreement and other Bank uses.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers Employer shall pay to him her a salary of two hundred thousand dollars ($ $200,000) annually (“Base Salary”). The Executive’s 's Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Company Board of Directors of the Company (the “Company Board”) and the Bank Board of Directors of the Bank (the “Bank Board”) shall review the Executive’s 's annual rate of salary at such times during the Employment Period as they deem appropriate, but not less frequently than once every twelve months, and may, in their respective discretion, approve an increase therein. In addition to salary, the Executive may receive other cash compensation from the Employers Employer for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s Base Salary as in effect from time to time cannot be decreased by the Employers Employer without the Executive’s express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers Employer in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank BoardBoard to executive officers. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s right to participate in such bonuses when and as declared by the Company Board and/or the Bank Board.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers shall pay to him her a salary of dollars ($ ) annually (“Base Salary”). The Executive’s Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Board of Directors of the Company (the “Company Board”) and the Board of Directors of the Bank (the “Bank Board”) shall review the Executive’s annual rate of salary at such times during the Employment Period as they deem appropriate, but not less frequently than once every twelve months, and may, in their respective discretion, approve an increase therein. In addition to salary, the Executive may receive other cash compensation from the Employers for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s Base Salary as in effect from time to time cannot be decreased by the Employers without the Executive’s express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank Board. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s right to participate in such bonuses when and as declared by the Company Board and/or the Bank Board.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers Bank shall pay to him her a salary of two hundred and thirty thousand dollars ($ $230,000) annually (“Base Salary”). The Executive’s Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Board of Directors of the Company (the “Company Board”) and the Board of Directors of the Bank (the “Bank Board”) or the Compensation Committee thereof shall review the Executive’s annual rate of salary at such times during the Employment Period as they deem appropriate, but not less frequently than once every twelve months, and may, in their respective discretion, approve an increase therein. Such review of Executive’s Base Salary shall take into account not only the Executive’s performance as well as the Employer’s performance since the date of the last review conducted pursuant to this Section 4(a) but also shall take into consideration the salaries of similar situated officers at comparably situated financial institutions as determined by the Bank Board or the Compensation Committee thereof as well as any recommendation of the Chief Executive Officer. In addition to salary, the Executive may receive other cash compensation from the Employers Employer for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s Base Salary as in effect from time to time cannot be decreased by the Employers Employer without the Executive’s express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers Employer in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank Board. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s right to participate in such bonuses when and as declared by the Company Board and/or Bank Board. In connection with the foregoing, under the terms of the Bank’s Executive Short Term Incentive Plan (the “ESTIP”), annual cash bonuses can be awarded to the Executive in an amount equal to up to 200% of the Executive’s Base Salary as in effect at the start of the ESTIP’s plan year to which the bonus relates. The Compensation Committee of the Bank BoardBoard shall make an annual determination of the exact percentage of Base Salary to be used with respect to the possible bonus, if any, to be paid to the Executive for the relevant plan year and shall notify the Executive by the end of January of the ESTIP’s plan year to which such percentage shall be applicable, commencing January 2005.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers Employer shall pay to him a salary of two hundred and fifty-five thousand dollars ($ $255,000) annually (“Base Salary”). The Executive’s 's Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Board of Directors of the Company (the “Company Board”) and the Board of Directors of the Bank (the “Bank Board”) shall review the Executive’s 's annual rate of salary at such times during the Employment Period as they deem appropriate, but not less frequently than once every twelve months, and may, in their respective discretion, approve an increase therein. In addition to salary, the Executive may receive other cash compensation from the Employers Employer for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s Base Salary as in effect from time to time cannot be decreased by the Employers Employer without the Executive’s express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers Employer in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank BoardBoard to executive officers. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s right to participate in such bonuses when and as declared by the Company Board and/or the Bank Board.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers shall pay to him a salary of three hundred and four thousand and five hundred dollars ($ $304,500) annually (“Base Salary”). The Executive’s Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Board of Directors of the Company (the “Company Board”) and the Board of Directors of the Bank (the “Bank Board”) (collectively the “Boards”) or the Compensation Committees thereof shall review the Executive’s annual rate of salary at such times during the Employment Period as they deem appropriate, but not less frequently than once every twelve months, and may, in their respective discretion, approve an increase therein. Such review of Executive’s Base Salary shall take into account not only the Executive’s performance as well as the Employers’ performance since the date of the last review conducted pursuant to this Section 4(a) but also shall take into consideration the salaries of similar situated officers at comparably situated financial institutions as determined by the Boards or the Compensation Committees thereof as well as any recommendation of the Chief Executive Officer. In addition to salary, the Executive may receive other cash compensation from the Employers for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s Base Salary as in effect from time to time cannot be decreased by the Employers without the Executive’s express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank Board. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s right to participate in such bonuses when and as declared by the Company Board and/or the Bank Board. In connection with the foregoing, under the terms of the Bank’s Executive Short Term Incentive Plan (the “ESTIP”), annual cash bonuses can be awarded to the Executive in an amount equal to up to 200% of the Executive’s Base Salary as in effect at the start of the ESTIP’s plan year to which the bonus relates. The Compensation Committee of the Board of Directors of the Company shall make an annual determination of the exact percentage of Base Salary to be used with respect to the possible bonus, if any, to be paid to the Executive for the relevant plan year and shall notify the Executive by the end of January of the ESTIP’s plan year to which such percentage shall be applicable, commencing January 2005.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers Bank shall pay to him her a salary of two hundred eighty thousand dollars ($ $280,000) annually (“Base Salary”)) as of the date of restatement of this Agreement. The Executive’s Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Board Compensation Committee of Directors of the Company (the “Company Board”) and the Board of Directors of the Bank (the “Bank Board”) shall review the Executive’s annual rate of salary at such times during the Employment Period as they deem it deems appropriate, but not less frequently than once every twelve months, and may, in their respective its discretion, approve an increase therein. Such review of the Executive’s Base Salary shall take into account not only the Executive’s performance as well as the Employer’s performance since the date of the last review conducted pursuant to this Section 4(a) but also shall take into consideration the salaries of similar situated officers at comparably situated financial institutions as determined by the Compensation Committee thereof as well as any recommendation of the Chief Executive Officer. In addition to salary, the Executive may receive other cash compensation from the Employers Employer for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s Base Salary as in effect from time to time cannot be decreased by the Employers Employer without the Executive’s express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers Employer in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank Board. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s right to participate in such bonuses when and as declared by the Company Board and/or Bank Board. In connection with the foregoing, under the terms of the Bank’s Executive Short Term Incentive Plan (the “ESTIP”), annual cash bonuses can be awarded to the Executive in an amount equal to up to 200% of the Executive’s Base Salary as in effect at the start of the ESTIP’s plan year to which the bonus relates. The Compensation Committee of the Bank BoardBoard shall make an annual determination of the exact percentage of Base Salary to be used with respect to the possible bonus, if any, to be paid to the Executive for the relevant plan year and shall notify the Executive by the end of January of the ESTIP’s plan year to which such percentage shall be applicable, commencing January 2006.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers Employer shall pay to him a salary of one hundred fifty thousand dollars ($ $150,000) annually (“"Base Salary”)") as of the date of restatement of this Agreement. The Executive’s 's Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s 's customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Board Compensation Committee of Directors of the Company (the “Company Board”) and the Board of Directors of the Bank (the “"Bank Board”") shall review the Executive’s 's annual rate of salary at such times during the Employment Period as they deem it deems appropriate, but not less frequently than once every twelve months, and may, in their respective its discretion, approve an increase therein. Such review of Executive's Base Salary shall take into account not only the Executive's performance as well as the Employer's performance since the date of the last review conducted pursuant to this Section 4(a) but also shall take into consideration the salaries of similar situated officers at comparably situated financial institutions as determined by the Compensation Committee thereof as well as any recommendation of the Chief Executive Officer. In addition to salary, the Executive may receive other cash compensation from the Employers Employer for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s 's annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s 's Base Salary as in effect from time to time cannot be decreased by the Employers Employer without the Executive’s 's express prior written consent. (b) The Except as otherwise provided herein, the Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers Employer in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank Board. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s 's right to participate in such bonuses when and as declared by the Company Board and/or Bank Board. In connection with the foregoing, the Executive shall not be entitled to participate in the Bank's Executive Short Term Incentive Plan (the "ESTIP") under the terms thereof. However, the Employer shall pay the Executive short-term incentive compensation (the "STIC") based on the revenue generated and overall profitability of the Trust, Investment and Insurance Department of the Bank (the "Department"). The formula and minimums and maximums for the STIC will be reviewed on an annual basis by the Compensation Committee of the Bank Board., and may be modified by the Compensation Committee, after consultation with the Executive, to reflect changing conditions or circumstances at the Bank and/or in its markets. The Compensation Committee will notify the Executive by the end of January of each year during the term of this Agreement if any changes in the formula set forth below will be implemented by the Employer. The formula for the year ended December 31, 2004 shall be calculated as follows: (i) One percent (1%) of the Department's gross revenues; plus, if achieved, either (ii) (A) Five percent (5%) of the Department's profit with at least a twenty percent (20%) but less than a thirty percent (30%) profit margin; or

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers Bank shall pay to him a salary of two hundred thousand dollars ($ $200,000) annually (“Base Salary”). The Executive’s Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Board of Directors of the Company (the “Company Board”) and the Board of Directors of the Bank (the “Bank Board”) or the Compensation Committee thereof shall review the Executive’s annual rate of salary at such times during the Employment Period as they deem it deems appropriate, but not less frequently than once every twelve monthsmonths (except the first annual review shall be scheduled to take place in January 2005), and may, in their respective its discretion, approve an increase therein. Such review of Executive’s Base Salary shall take into account not only the Executive’s performance as well as the Employer’s performance since the date of the last review conducted pursuant to this Section 4(a) but also shall take into consideration the salaries of similar situated officers at comparably situated financial institutions as determined by the Bank Board or the Compensation Committee thereof as well as any recommendation of the Chief Executive Officer. In addition to salary, the Executive may receive other cash compensation from the Employers Employer for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s Base Salary as in effect from time to time cannot be decreased by the Employers Employer without the Executive’s express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers Employer in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank Board. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s right to participate in such bonuses when and as declared by the Company Board and/or the Bank Board. In connection with the foregoing, under the terms of the Bank’s Executive Short Term Incentive Plan (the “ESTIP”), annual cash bonuses can be awarded to the Executive in an amount equal to up to 200% of the Executive’s Base Salary (the amount shall be pro-rated for the year ended December 31, 2004 based on the Effective Date) as in effect at the start of the ESTIP’s plan year to which the bonus relates. The Compensation Committee of the Bank Board shall make an annual determination of the exact percentage of Base Salary to be used with respect to the possible bonus, if any, to be paid to the Executive for the relevant plan year and shall notify the Executive by the end of January of the ESTIP’s plan year to which such percentage shall be applicable, commencing January 2005.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers shall pay to him a salary of two hundred twenty thousand dollars ($ $220,000) annually (“"Base Salary”"). The Executive’s 's Base Salary shall be payable in approximately equal installments in accordance with the Company’s 's and the Bank’s 's customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Board of Directors of the Company (the “"Company Board”") and the Board of Directors of the Bank (the “"Bank Board”") shall review the Executive’s 's annual rate of salary at such times during the Employment Period as they deem appropriate, but not less frequently than once every twelve months, and may, in their respective discretion, approve an increase therein. In addition to salary, the Executive may receive other cash compensation from the Employers for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s 's annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s 's Base Salary as in effect from time to time cannot be decreased by the Employers without the Executive’s 's express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank BoardBoard to executive officers. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s 's right to participate in such bonuses when and as declared by the Company Board and/or the Bank Board.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers Bank shall pay to him a salary of four hundred thirty thousand dollars ($ $430,000) annually (“Base Salary”)) as of the date of this Agreement. The Executive’s Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Board Compensation Committee of Directors of the Company (the “Company Board”) and the Board of Directors of the Bank Employers (the “Bank BoardCommittee”) shall review the Executive’s annual rate of salary at such times during the Employment Period as they deem it deems appropriate, but not less frequently than once every twelve monthsmonths (provided that the initial review may be deferred until the Executive’s regular review for the period beginning April 1, 2010), and may, in their respective its discretion, approve an increase therein. Such review of Executive’s Base Salary shall take into account not only the Executive’s performance as well as the Employer’s performance since the date of the last review conducted pursuant to this Section 4(a) but also shall take into consideration the salaries of similarly situated officers at comparably situated financial institutions as determined by the Compensation Committee thereof as well as any recommendation of the Chief Executive Officer. In addition to salary, the Executive may receive other cash compensation from the Employers for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board Committee may determine from time to time. Any increase in the Executive’s annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s Base Salary as in effect from time to time cannot be decreased by the Employers without the Executive’s express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank BoardCommittee. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s right to participate in such bonuses when and as declared by the Company Board and/or Committee. In connection with the Bank Boardforegoing, under the terms of the Bank’s Executive Incentive Plan (the “EIP”), annual cash bonuses can be awarded to the Executive; the initial percentage accorded to Executives shall be 60% of the Executive’s Base Salary at the “Target” level. The Compensation Committee shall make an annual determination of the exact percentage of Base Salary to be used with respect to the possible bonus, if any, to be paid to the Executive for the relevant plan year and shall notify the Executive by the end of March of the EIP’s plan year to which such percentage shall be applicable, commencing March 2010.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers Bank shall pay to him a salary of two hundred fourteen thousand two hundred and forty dollars ($ $214,240) annually (“Base Salary”)) as of the date of restatement of this Agreement. The Executive’s Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Board Compensation Committee of Directors of the Company (the “Company Board”) and the Board of Directors of the Bank (the “Bank Board”) shall review the Executive’s annual rate of salary at such times during the Employment Period as they deem it deems appropriate, but not less frequently than once every twelve months, and may, in their respective its discretion, approve an increase therein. Such review of the Executive’s Base Salary shall take into account not only the Executive’s performance as well as the Employer’s performance since the date of the last review conducted pursuant to this Section 4(a) but also shall take into consideration the salaries of similar situated officers at comparably situated financial institutions as determined by the Compensation Committee thereof as well as any recommendation of the Chief Executive Officer. In addition to salary, the Executive may receive other cash compensation from the Employers Employer for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s Base Salary as in effect from time to time cannot be decreased by the Employers Employer without the Executive’s express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers Employer in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank Board. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s right to participate in such bonuses when and as declared by the Company Board and/or Bank Board. In connection with the foregoing, under the terms of the Bank’s Executive Incentive Plan (the “EIP”), annual cash bonuses can be awarded to the Executive in an amount equal to up to 200% of the Executive’s Base Salary as in effect at the start of the EIP’s plan year to which the bonus relates. The Compensation Committee of the Bank BoardBoard shall make an annual determination of the exact percentage of Base Salary to be used with respect to the possible bonus, if any, to be paid to the Executive for the relevant plan year and shall notify the Executive by the end of January of the EIP’s plan year to which such percentage shall be applicable.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers Bank shall pay to him a salary of two hundred twelve thousand dollars ($ $200,000) annually (“Base Salary”)) as of the date of restatement of this Agreement. The Executive’s Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Board Compensation Committee of Directors of the Company (the “Company Board”) and the Board of Directors of the Bank (the “Bank Board”) shall review the Executive’s annual rate of salary at such times during the Employment Period as they deem it deems appropriate, but not less frequently than once every twelve monthsmonths (except the first annual review shall be scheduled to take place in January 2007), and may, in their respective its discretion, approve an increase therein. Such review of Executive’s Base Salary shall take into account not only the Executive’s performance as well as the Employer’s performance since the date of the last review conducted pursuant to this Section 4(a) but also shall take into consideration the salaries of similar situated officers at comparably situated financial institutions as determined by the Compensation Committee thereof as well as any recommendation of the Chief Executive Officer. In addition to salary, the Executive may receive other cash compensation from the Employers Employer for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s Base Salary as in effect from time to time cannot be decreased by the Employers Employer without the Executive’s express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers Employer in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank Board. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s right to participate in such bonuses when and as declared by the Company Board and/or Bank Board. In connection with the foregoing, under the terms of the Bank’s Executive Short Term Incentive Plan (the “ESTIP”), annual cash bonuses can be awarded to the Executive in an amount equal to up to 200% of the Executive’s Base Salary as in effect at the start of the ESTIP’s plan year to which the bonus relates. The Compensation Committee of the Bank BoardBoard shall make an annual determination of the exact percentage of Base Salary to be used with respect to the possible bonus, if any, to be paid to the Executive for the relevant plan year and shall notify the Executive by the end of January of the ESTIP’s plan year to which such percentage shall be applicable, commencing January 2007.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers shall pay to him her a salary of two hundred and eighty thousand dollars ($ $280,000) annually (“Base Salary”). The Executive’s Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Board of Directors of the Company (the “Company Board”) and the Board of Directors of the Bank (the “Bank Board”) (collectively the “Boards”) or the Compensation Committees thereof shall review the Executive’s annual rate of salary at such times during the Employment Period as they deem appropriate, but not less frequently than once every twelve months, and may, in their respective discretion, approve an increase therein. Such review of Executive’s Base Salary shall take into account not only the Executive’s performance as well as the Employers’ performance since the date of the last review conducted pursuant to this Section 4(a) but also shall take into consideration the salaries of similar situated officers at comparably situated financial institutions as determined by the Boards or the Compensation Committees thereof as well as any recommendation of the Chief Executive Officer. In addition to salary, the Executive may receive other cash compensation from the Employers for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s Base Salary as in effect from time to time cannot be decreased by the Employers without the Executive’s express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank Board. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s right to participate in such bonuses when and as declared by the Company Board and/or the Bank Board. In connection with the foregoing, under the terms of the Bank’s Executive Short Term Incentive Plan (the “ESTIP”), annual cash bonuses can be awarded to the Executive in an amount equal to up to 200% of the Executive’s Base Salary as in effect at the start of the ESTIP’s plan year to which the bonus relates. The Compensation Committee of the Board of Directors of the Company shall make an annual determination of the exact percentage of Base Salary to be used with respect to the possible bonus, if any, to be paid to the Executive for the relevant plan year and shall notify the Executive by the end of January of the ESTIP’s plan year to which such percentage shall be applicable, commencing January 2005.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers shall pay to him her a salary of dollars ($ ) annually (“Base Salary”). The Executive’s Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Company Board of Directors of the Company (the “Company Board”) and the Bank Board of Directors of the Bank (the “Bank Board”) shall review the Executive’s annual rate of salary at such times during the Employment Period as they deem appropriate, but not less frequently than once every twelve months, and may, in their respective discretion, approve an increase therein. In addition to salary, the Executive may receive other cash compensation from the Employers for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s Base Salary as in effect from time to time cannot be decreased by the Employers without the Executive’s express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank Board. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s right to participate in such bonuses when and as declared by the Company Board and/or the Bank Board.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers Employer shall pay to him a salary of one hundred and fifty thousand dollars ($ $150,000) annually (“Base Salary”). The Executive’s Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Board of Directors of the Company (the “Company Board”) and the Board of Directors of the Bank (the “Bank Board”) or the Compensation Committee thereof shall review the Executive’s annual rate of salary at such times during the Employment Period as they deem it deems appropriate, but not less frequently than once every twelve months, and may, in their respective its discretion, approve an increase therein. Such review of Executive’s Base Salary shall take into account not only the Executive’s performance as well as the Employer’s performance since the date of the last review conducted pursuant to this Section 4(a) but also shall take into consideration the salaries of similar situated officers at comparably situated financial institutions as determined by the Bank Board or the Compensation Committee thereof as well as any recommendation of the Chief Executive Officer. In addition to salary, the Executive may receive other cash compensation from the Employers Employer for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s Base Salary as in effect from time to time cannot be decreased by the Employers Employer without the Executive’s express prior written consent. (b) The Except as otherwise provided herein, the Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers Employer in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank Board. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s right to participate in such bonuses when and as declared by the Company Board and/or Bank Board. In connection with the foregoing, Executive shall not be entitled to participate in the Bank’s Executive Short Term Incentive Plan (the “ESTIP”) under the terms thereof. However, the Employer shall pay the Executive short-term incentive compensation (the “STIC”) based on the revenue generated and overall profitability of the Trust, Investment and Insurance Department of the Bank (the “Department”). The formula and minimums and maximums for the STIC will be reviewed on an annual basis by the Compensation Committee of the Bank Board, and may be modified by the Compensation Committee, after consultation with the Executive, to reflect changing conditions or circumstances at the Bank and/or in its markets. The Compensation Committee will notify the Executive by the end of January of each year during the term of this Agreement if any changes in the formula set forth below will be implemented by the Employer. The formula for the year ended December 31, 2004 shall be calculated as follows: (i) One percent (1%) of the Department’s gross revenues; (ii) Five percent (5%) of the Department’s profit with at least a twenty percent (20%) but less than twenty-five percent (25%) profit margin; and (iii) Six percent of the Department’s profit with at least a thirty percent (30%) profit margin. The Department’s “gross revenues,” “profit” and “profit margins” will be determined based on the Bank’s profit center accounting practices and principles, as in effect from time to time for the purpose of this Agreement and other Bank uses.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers Employer shall pay to him a salary of four hundred twenty two thousand and three hundred dollars ($ $422,300) annually (“Base Salary”). The Executive’s Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Company Board of Directors of the Company (the “Company Board”) and the Bank Board of Directors of the Bank (the “Bank Board”) shall review the Executive’s annual rate of salary at such times during the Employment Period as they deem appropriate, but not less frequently than once every twelve months, and may, in their respective discretion, approve an increase therein. In addition to salary, the Executive may receive other cash compensation from the Employers Employer for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s Base Salary as in effect from time to time cannot be decreased by the Employers Employer without the Executive’s express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers Employer in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank BoardBoard to executive officers. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s right to participate in such bonuses when and as declared by the Company Board and/or the Bank Board.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers Bank shall pay to him a salary of two hundred and forty-seven thousand dollars ($ $247,000) annually (“Base Salary”). The Executive’s Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Board of Directors of the Company (the “Company Board”) and the Board of Directors of the Bank (the “Bank Board”) or the Compensation Committee thereof shall review the Executive’s annual rate of salary at such times during the Employment Period as they deem it deems appropriate, but not less frequently than once every twelve months, and may, in their respective its discretion, approve an increase therein. Such review of Executive’s Base Salary shall take into account not only the Executive’s performance as well as the Employer’s performance since the date of the last review conducted pursuant to this Section 4(a) but also shall take into consideration the salaries of similar situated officers at comparably situated financial institutions as determined by the Bank Board or the Compensation Committee thereof as well as any recommendation of the Chief Executive Officer. In addition to salary, the Executive may receive other cash compensation from the Employers Employer for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s Base Salary as in effect from time to time cannot be decreased by the Employers Employer without the Executive’s express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers Employer in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank Board. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s right to participate in such bonuses when and as declared by the Company Board and/or the Bank Board. In connection with the foregoing, under the terms of the Bank’s Executive Short Term Incentive Plan (the “ESTIP”), annual cash bonuses can be awarded to the Executive in an amount equal to up to 200% of the Executive’s Base Salary as in effect at the start of the ESTIP’s plan year to which the bonus relates. The Compensation Committee of the Bank Board shall make an annual determination of the exact percentage of Base Salary to be used with respect to the possible bonus, if any, to be paid to the Executive for the relevant plan year and shall notify the Executive by the end of January of the ESTIP’s plan year to which such percentage shall be applicable, commencing January 2005.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers Bank shall pay to him her a salary of two hundred sixty seven thousand dollars ($ $267,000) annually (“Base Salary”)) as of the date of restatement of this Agreement. The Executive’s Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Board Compensation Committee of Directors of the Company (the “Company Board”) and the Board of Directors of the Bank (the “Bank Board”) shall review the Executive’s annual rate of salary at such times during the Employment Period as they deem appropriate, but not less frequently than once every twelve months, and may, in their respective its discretion, approve an increase therein. Such review of the Executive’s Base Salary shall take into account not only the Executive’s performance as well as the Employer’s performance since the date of the last review conducted pursuant to this Section 4(a) but also shall take into consideration the salaries of similar situated officers at comparably situated financial institutions as determined by the Compensation Committee thereof as well as any recommendation of the Chief Executive Officer. In addition to salary, the Executive may receive other cash compensation from the Employers Employer for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s Base Salary as in effect from time to time cannot be decreased by the Employers Employer without the Executive’s express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers Employer in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank Board. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s right to participate in such bonuses when and as declared by the Company Board and/or Bank Board. In connection with the foregoing, under the terms of the Bank’s Executive Short Term Incentive Plan (the “ESTIP”), annual cash bonuses can be awarded to the Executive in an amount equal to up to 200% of the Executive’s Base Salary as in effect at the start of the ESTIP’s plan year to which the bonus relates. The Compensation Committee of the Bank BoardBoard shall make an annual determination of the exact percentage of Base Salary to be used with respect to the possible bonus, if any, to be paid to the Executive for the relevant plan year and shall notify the Executive by the end of January of the ESTIP’s plan year to which such percentage shall be applicable, commencing January 2006.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers Bank shall pay to him a salary of two hundred fifty five thousand and six hundred fifty dollars ($ $255,650) annually (“"Base Salary”)") as of the date of restatement of this Agreement. The Executive’s 's Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s 's customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Board Compensation Committee of Directors of the Company (the “Company Board”) and the Board of Directors of the Bank (the “"Bank Board”") shall review the Executive’s 's annual rate of salary at such times during the Employment Period as they deem it deems appropriate, but not less frequently than once every twelve months, and may, in their respective its discretion, approve an increase therein. Such review of Executive's Base Salary shall take into account not only the Executive's performance as well as the Employer's performance since the date of the last review conducted pursuant to this Section 4(a) but also shall take into consideration the salaries of similar situated officers at comparably situated financial institutions as determined by the Compensation Committee thereof as well as any recommendation of the Chief Executive Officer. In addition to salary, the Executive may receive other cash compensation from the Employers Employer for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s 's annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s 's Base Salary as in effect from time to time cannot be decreased by the Employers Employer without the Executive’s 's express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers Employer in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank Board. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s 's right to participate in such bonuses when and as declared by the Company Board and/or Bank Board. In connection with the foregoing, under the terms of the Bank's Executive Short Term Incentive Plan (the "ESTIP"), annual cash bonuses can be awarded to the Executive in an amount equal to up to 200% of the Executive's Base Salary as in effect at the start of the ESTIP's plan year to which the bonus relates. The Compensation Committee of the Bank BoardBoard shall make an annual determination of the exact percentage of Base Salary to be used with respect to the possible bonus, if any, to be paid to the Executive for the relevant plan year and shall notify the Executive by the end of January of the ESTIP's plan year to which such percentage shall be applicable, commencing January 2005.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers Bank shall pay to him a salary of two hundred thirty-eight thousand one hundred sixty dollars ($ $238,160) annually (“Base Salary”)) as of the date of restatement of this Agreement. The Executive’s Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Board Compensation Committee of Directors of the Company (the “Company Board”) and the Board of Directors of the Bank (the “Bank Board”) shall review the Executive’s annual rate of salary at such times during the Employment Period as they deem it deems appropriate, but not less frequently than once every twelve months, and may, in their respective its discretion, approve an increase therein. Such review of Executive’s Base Salary shall take into account not only the Executive’s performance as well as the Employer’s performance since the date of the last review conducted pursuant to this Section 4(a) but also shall take into consideration the salaries of similar situated officers at comparably situated financial institutions as determined by the Compensation Committee thereof as well as any recommendation of the Chief Executive Officer. In addition to salary, the Executive may receive other cash compensation from the Employers Employer for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s Base Salary as in effect from time to time cannot be decreased by the Employers Employer without the Executive’s express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers Employer in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank Board. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s right to participate in such bonuses when and as declared by the Company Board and/or Bank Board. In connection with the foregoing, under the terms of the Bank’s Executive Short Term Incentive Plan (the “ESTIP”), annual cash bonuses can be awarded to the Executive in an amount equal to up to 200% of the Executive’s Base Salary as in effect at the start of the ESTIP’s plan year to which the bonus relates. The Compensation Committee of the Bank BoardBoard shall make an annual determination of the exact percentage of Base Salary to be used with respect to the possible bonus, if any, to be paid to the Executive for the relevant plan year and shall notify the Executive by the end of January of the ESTIP’s plan year to which such percentage shall be applicable, commencing January 2005.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers Employer shall pay to him a salary of four hundred and ten thousand dollars ($ $410,000) annually (“Base Salary”). The Executive’s 's Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Company Board of Directors of the Company (the “Company Board”) and the Bank Board of Directors of the Bank (the “Bank Board”) shall review the Executive’s 's annual rate of salary at such times during the Employment Period as they deem appropriate, but not less frequently than once every twelve months, and may, in their respective discretion, approve an increase therein. In addition to salary, the Executive may receive other cash compensation from the Employers Employer for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s Base Salary as in effect from time to time cannot be decreased by the Employers Employer without the Executive’s express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers Employer in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank BoardBoard to executive officers. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s right to participate in such bonuses when and as declared by the Company Board and/or the Bank Board.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers shall pay to him her a salary of seven hundred thirty six thousand four hundred and fifty dollars ($ $736,450) annually (“Base Salary”)) as of the date of restatement of this Agreement. The Executive’s Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Board of Directors Compensation Committees of the Company (the “Company Board”) Board and the Board of Directors of the Bank (the “Bank Board”) (collectively the “Boards”) shall review the Executive’s annual rate of salary at such times during the Employment Period as they deem appropriate, but not less frequently than once every twelve months, and may, in their respective discretion, approve an increase therein. Such review of the Executive’s Base Salary shall take into account not only the Executive’s performance as well as the Employers’ performance since the date of the last review conducted pursuant to this Section 4(a) but also shall take into consideration the salaries of similar situated officers at comparably situated financial institutions as determined by the Compensation Committees of the Employers. In addition to salary, the Executive may receive other cash compensation from the Employers for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s Base Salary as in effect from time to time cannot be decreased by the Employers without the Executive’s express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank Board. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s right to participate in such bonuses when and as declared by the Company Board and/or the Bank Board. In connection with the foregoing, under the terms of the Bank’s Executive Incentive Plan (the “EIP”), annual cash bonuses can be awarded to the Executive in an amount equal to up to 200% of the Executive’s Base Salary as in effect at the start of the EIP’s plan year to which the bonus relates. The Compensation Committee of the Board of Directors of the Company shall make an annual determination of the exact percentage of Base Salary to be used with respect to the possible bonus, if any, to be paid to the Executive for the relevant plan year and shall notify the Executive by the end of January of the EIP’s plan year to which such percentage shall be applicable.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers Bank shall pay to him a salary of two hundred forty thousand and one hundred twenty five dollars ($ $240,125) annually (“"Base Salary”)") as of the date of restatement of this Agreement. The Executive’s 's Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s 's customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Board Compensation Committee of Directors of the Company (the “Company Board”) and the Board of Directors of the Bank (the “"Bank Board”") shall review the Executive’s 's annual rate of salary at such times during the Employment Period as they deem it deems appropriate, but not less frequently than once every twelve months, and may, in their respective its discretion, approve an increase therein. Such review of Executive's Base Salary shall take into account not only the Executive's performance as well as the Employer's performance since the date of the last review conducted pursuant to this Section 4(a) but also shall take into consideration the salaries of similar situated officers at comparably situated financial institutions as determined by the Compensation Committee thereof as well as any recommendation of the Chief Executive Officer. In addition to salary, the Executive may receive other cash compensation from the Employers Employer for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s 's annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s 's Base Salary as in effect from time to time cannot be decreased by the Employers Employer without the Executive’s 's express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers Employer in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank Board. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s 's right to participate in such bonuses when and as declared by the Company Board and/or Bank Board. In connection with the foregoing, under the terms of the Bank's Executive Short Term Incentive Plan (the "ESTIP"), annual cash bonuses can be awarded to the Executive in an amount equal to up to 200% of the Executive's Base Salary as in effect at the start of the ESTIP's plan year to which the bonus relates. The Compensation Committee of the Bank BoardBoard shall make an annual determination of the exact percentage of Base Salary to be used with respect to the possible bonus, if any, to be paid to the Executive for the relevant plan year and shall notify the Executive by the end of January of the ESTIP's plan year to which such percentage shall be applicable, commencing January 2005.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers shall pay to him her a salary of seven hundred fifteen thousand dollars ($ $715,000) annually (“Base Salary”)) as of the date of restatement of this Agreement. The Executive’s 's Base Salary shall be payable in approximately equal installments in accordance with the Company’s 's and the Bank’s 's customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified tax‑qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Board of Directors Compensation Committees of the Company (the “Company Board”) Board and the Board of Directors of the Bank (the “Bank Board”) (collectively the “Boards”) shall review the Executive’s 's annual rate of salary at such times during the Employment Period as they deem appropriate, but not less frequently than once every twelve months, and may, in their respective discretion, approve an increase therein. Such review of the Executive's Base Salary shall take into account not only the Executive's performance as well as the Employers' performance since the date of the last review conducted pursuant to this Section 4(a) but also shall take into consideration the salaries of similar situated officers at comparably situated financial institutions as determined by the Compensation Committees of the Employers. In addition to salary, the Executive may receive other cash compensation from the Employers for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s 's annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s 's Base Salary as in effect from time to time cannot be decreased by the Employers without the Executive’s 's express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank Board. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s 's right to participate in such bonuses when and as declared by the Company Board and/or the Bank Board. In connection with the foregoing, under the terms of the Bank's Executive Short Term Incentive Plan (the “ESTIP”), annual cash bonuses can be awarded to the Executive in an amount equal to up to 200% of the Executive's Base Salary as in effect at the start of the ESTIP's plan year to which the bonus relates. The Compensation Committee of the Board of Directors of the Company shall make an annual determination of the exact percentage of Base Salary to be used with respect to the possible bonus, if any, to be paid to the Executive for the relevant plan year and shall notify the Executive by the end of January of the ESTIP's plan year to which such percentage shall be applicable, commencing January 2005.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers Bank shall pay to him a salary of two hundred twelve thousand dollars ($ $229,000) annually (“Base Salary”)) as of the date of restatement of this Agreement. The Executive’s Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Board Compensation Committee of Directors of the Company (the “Company Board”) and the Board of Directors of the Bank (the “Bank Board”) shall review the Executive’s annual rate of salary at such times during the Employment Period as they deem it deems appropriate, but not less frequently than once every twelve monthsmonths (except the first annual review shall be scheduled to take place in January 2007), and may, in their respective its discretion, approve an increase therein. Such review of Executive’s Base Salary shall take into account not only the Executive’s performance as well as the Employer’s performance since the date of the last review conducted pursuant to this Section 4(a) but also shall take into consideration the salaries of similar situated officers at comparably situated financial institutions as determined by the Compensation Committee thereof as well as any recommendation of the Chief Executive Officer. In addition to salary, the Executive may receive other cash compensation from the Employers Employer for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s Base Salary as in effect from time to time cannot be decreased by the Employers Employer without the Executive’s express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers Employer in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank Board. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s right to participate in such bonuses when and as declared by the Company Board and/or Bank Board. In connection with the foregoing, under the terms of the Bank’s Executive Short Term Incentive Plan (the “ESTIP”), annual cash bonuses can be awarded to the Executive in an amount equal to up to 200% of the Executive’s Base Salary as in effect at the start of the ESTIP’s plan year to which the bonus relates. The Compensation Committee of the Bank BoardBoard shall make an annual determination of the exact percentage of Base Salary to be used with respect to the possible bonus, if any, to be paid to the Executive for the relevant plan year and shall notify the Executive by the end of January of the ESTIP’s plan year to which such percentage shall be applicable, commencing January 2006.

CASH AND OTHER COMPENSATION. (a) In consideration for the services to be rendered by the Executive hereunder, the Employers Bank shall pay to him a salary of two hundred eight thousand dollars ($ $208,000) annually (“Base Salary”)) as of the date of restatement of this Agreement. The Executive’s Base Salary shall be payable in approximately equal installments in accordance with the Company’s and the Bank’s customary payroll practices for senior officers. Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement. The Board Compensation Committee of Directors of the Company (the “Company Board”) and the Board of Directors of the Bank (the “Bank Board”) shall review the Executive’s annual rate of salary at such times during the Employment Period as they deem it deems appropriate, but not less frequently than once every twelve months, and may, in their respective its discretion, approve an increase therein. Such review of Executive’s Base Salary shall take into account not only the Executive’s performance as well as the Employer’s performance since the date of the last review conducted pursuant to this Section 4(a) but also shall take into consideration the salaries of similar situated officers at comparably situated financial institutions as determined by the Compensation Committee thereof as well as any recommendation of the Chief Executive Officer. In addition to salary, the Executive may receive other cash compensation from the Employers Employer for services hereunder at such times, in such amounts and on such terms and conditions as the Company Board or the Bank Board may determine from time to time. Any increase in the Executive’s annual salary shall become the Base Salary of the Executive for purposes hereof. The Executive’s Base Salary as in effect from time to time cannot be decreased by the Employers Employer without the Executive’s express prior written consent. (b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Employers Employer in discretionary bonuses to executive officers as authorized by the Company Board and/or the Bank Board. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive’s right to participate in such bonuses when and as declared by the Company Board and/or Bank Board. In connection with the foregoing, under the terms of the Bank’s Executive Short Term Incentive Plan (the “ESTIP”), annual cash bonuses can be awarded to the Executive in an amount equal to up to 200% of the Executive’s Base Salary as in effect at the start of the ESTIP’s plan year to which the bonus relates. The Compensation Committee of the Bank BoardBoard shall make an annual determination of the exact percentage of Base Salary to be used with respect to the possible bonus, if any, to be paid to the Executive for the relevant plan year and shall notify the Executive by the end of January of the ESTIP’s plan year to which such percentage shall be applicable, commencing January 2007.