Common use of Compensation and Benefits Clause in Contracts

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ per year (“Base Salary”), which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the Employers. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employers. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the Employers. (d) The Executive’s compensation, benefits, severance and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) The Employers shall compensate As full and pay complete compensation to the Executive for his services during the term execution and delivery of this Agreement at and performance of the services required hereunder, the Company shall pay, grant or provide to the Executive during the Term of Employment, and the Executive agrees to accept: (a) (i) a minimum base salary salary, payable in accordance with the Company’s standard payroll practices for executive officers, of $__________ 863,100 per year annum (“Base Salary”); (ii) an annual bonus (the “Annual Bonus”) of up to 120% of Base Salary, in accordance with the bonus plan then in effect for executive officers of the Company, as approved by the Compensation Committee of Signet or its designee, which may Annual Bonus shall be increased from time paid during the period commencing on the 15th of April and ending on the 31st of May following the end of the applicable fiscal year of Signet); (iii) a long-term incentive, of up to time 100% of Base Salary payable in such amounts accordance with the long-term incentive plan for executive officers then in effect as may be mutually determined approved by the Boards Compensation Committee of Signet or its designee (the “Long Term incentive”) and (iv) options, restricted stock or other stock-based awards, as determined in the sole discretion of the Compensation Committee of Signet or its designee, in accordance with the Signet Jewelers Limited Omnibus Incentive Plan or the equity incentive plan then in effect; provided, that on or prior to each May I of each year, the Board of Directors of the Employers and may not be decreased without Company, the Compensation Committee of Signet or its designee shall review the amount of the Executive’s express written consent. In addition to his Base SalarySalary then in effect and, in the absolute discretion of the Board, such committee or its designee, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as Base Salary may be determined increased, but not decreased, from such amount, based upon the performance of the Executive and other factors as maybe considered by the Boards of Directors of the Employers.Board or such committee to be relevant from time to time; (b) During the term of this Agreementpayment or reimbursement by the Company for membership dues in the country club in which the Executive is a member on the date hereof (or in a replacement club at comparable cost), the Executive shall membership therein to be entitled used to participate in further the ordinary and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives necessary business purposes of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the Employers. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof.Company; (c) During the medical/dental, long-term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established disability and life insurance benefits made available generally from time to time by the Boards of Directors Company to executive officers that are comparable with, but no less favorable to the Executive than, those benefits in effect as of the Employers. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year date of this Agreement with respect to the next, except to the extent authorized by the Boards of Directors of the Employers.Executive; (d) The Executive’s compensation, benefits, severance and expenses shall such deferred compensation benefits as may be paid made available generally from time to time by the Corporation Company to executive officers of the Company upon the authorization and approval of the Bank in the same proportion as the time and services actually expended Compensation Committee of Signet or its designee; (e) A lease by the Executive on behalf Company of each respective Employer; provided, however, that if an automobile having monthly lease payments not to exceed $1,222.95 per month in addition to (i) the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid payment or reimbursement by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion Company of all of the Executive’s compensationcosts for gas, benefitsrepairs, severance maintenance and expenses required insurance premiums relating to such automobile and (ii) an additional amount (the “Gross-Up Payment”) such that, after reduction for all federal, state and local income taxes, if any, payable by the Executive in respect of the reimbursement or payment by the Company to the Executive of an expense described in this subsection (e) (a “Covered Expense”) and the Gross-Up Payment, the Executive shall retain an after-tax amount equal to the amount of such Covered Expense; and (iii) an annual adjustment equal to the percentage change in the Consumer Price Index, All Urban Consumers, published by the Bureau of Labor Statistics of the U.S. Department of Labor during the preceding twelve (12) months, or any successor index published by the U.S. Government (reasonably adjusted from time to time using suitable conversion factors in the event of any change in the base year used to calculate the index); and (f) such other perquisites and benefits as may be made available generally from time to time by the Company to executive officers of the Company. For purposes of subsection (e) of this Section 3, (i) the federal, state and local income taxes payable by the Executive in respect of a reimbursement or payment by the Company to the Executive of a Covered Expense or Gross-Up Payment shall be determined by taking into account all deductions allowable to the Executive for federal, state or local income tax purposes in respect of the payment of a Covered Expense and any tax payable on a reimbursement or payment made under this subsection to the maximum extent thereof, and shall be paid by no later than the Corporation end of the Executive’s taxable year next following the Executive’s taxable year in which he remits the related taxes. No reimbursement or in-kind benefits provided under this Section 3 in respect of one taxable year shall affect the amounts payable in any other taxable year or shall be subject to liquidation or exchange for another benefit. Any reimbursements made to the Executive pursuant to this AgreementAgreement or otherwise shall be paid no later than the last day of the year following the year in which the expense was incurred.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 195,000 per year (“Base Salary”), which may be increased from time to time in such amounts as may be mutually determined by the Boards Board of Directors of the Employers and may not be decreased without the Executive’s 's express written consent. In addition to his The Executive’s Base Salary, the Executive Salary shall be entitled to receive during paid in periodic installments (not less than monthly) in accordance with the term of this Agreement such bonus payments as may be determined by the Boards of Directors general payroll practices of the Employers, as in effect from time-to-time. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his Executive’s then duties and responsibilities, responsibilities as fixed by the Boards of Directors of the Employers. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the Employers. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employers. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the Employers. (c) Executive shall be entitled to receive all benefits and conditions of employment generally available to other executives of Employers, including, without limitation, sick leave, disability, accident, life, hospitalization, medical and dental insurance, paid holidays, and participation in any pension, profit sharing or other retirement plan pursuant to the terms of said plans (d) The Executive shall accrue paid vacation at the rate of three weeks per year and paid sick leave at the rate of two hours per pay period unless extended for years of service as governed by the Employer’s Employee Handbook. Except as stated herein, other terms and conditions of Executive’s compensationvacation and sick pay shall be governed by Employer’s Employee Handbook, benefitsas amended from time-to-time. (e) Executive shall be eligible for a discretionary performance bonus not to exceed 100% of Executive’s Base Salary, severance based on individual performance and expenses overall performance of the Employers. The criteria for determining eligibility and the amount of any bonus shall be in the discretion of the Compensation Committee of the Employer’s Board of Directors. Such bonus, if any, shall be paid by between January 1 and March 15 following the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreementyear during which performance is measured.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 225,000 per year (“Base Salary”), which may be increased from time to time in such amounts as may be mutually determined by the Boards Board of Directors of the Employers and may not be decreased without the Executive’s 's express written consent. In addition to his The Executive’s Base Salary, the Executive Salary shall be entitled to receive during paid in periodic installments (not less than monthly) in accordance with the term of this Agreement such bonus payments as may be determined by the Boards of Directors general payroll practices of the Employers, as in effect from time-to-time. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his Executive’s then duties and responsibilities, responsibilities as fixed by the Boards of Directors of the Employers. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the Employers. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employers. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the Employers. (c) Executive shall be entitled to receive all benefits and conditions of employment generally available to other executives of Employers, including, without limitation, sick leave, disability, accident, life, hospitalization, medical and dental insurance, paid holidays, and participation in any pension, profit sharing or other retirement plan pursuant to the terms of said plans (d) The Executive shall accrue paid vacation at the rate of three weeks per year and paid sick leave at the rate of two hours per pay period unless extended for years of service as governed by the Employer’s Employee Handbook. Except as stated herein, other terms and conditions of Executive’s compensationvacation and sick pay shall be governed by Employer’s Employee Handbook, benefitsas amended from time-to-time. (e) Executive shall be eligible for a discretionary performance bonus not to exceed 100% of Executive’s Base Salary, severance based on individual performance and expenses overall performance of the Employers. The criteria for determining eligibility and the amount of any bonus shall be in the discretion of the Compensation Committee of the Employer’s Board of Directors. Such bonus, if any, shall be paid by between January 1 and March 15 following the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreementyear during which performance is measured.

Compensation and Benefits. (a) The Employers Employer shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 135,500 per year (“Base Salary”), minus the Base Salary paid to Executive by the Association, which amount may be increased from time to time in such amounts as may be mutually determined by the Boards Board of Directors of the Employers Employer and may not be decreased without the Executive’s express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the EmployersEmployer. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, restricted stock, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the EmployersEmployer, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards Board of Directors of the EmployersEmployer. The Employers Corporation shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers Corporation and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersCorporation. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies policy as established from time to time by the Boards Board of Directors of the EmployersEmployer. The Executive shall not be entitled to receive any additional compensation from the Employers Employer for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards Board of Directors of the EmployersEmployer. (d) The During the term of this Agreement and during a period not to exceed five years after the Executive’s Retirement during which the Executive provides consulting services to the Association and/or the Corporation (the “Consulting Period”), the Employer shall provide medical and dental insurance, to the extent not provided by the Association, at no expense to the Executive for the benefit of the Executive and his spouse; furthermore, in the event of the death of the Executive prior to the earlier to occur of the expiration of the term of this Agreement or the Consulting Period, as applicable, the Employer shall provide, to the extent not provided by the Association, the Executive’s spouse, at no expense to the spouse, with said medical and dental insurance until the date when the term of this Agreement or the Consulting Period, as applicable, would have expired but for Executive’s death. The terms of such medical and dental insurance shall be the same or substantially similar to the coverage provided by the Association as of the date of this Agreement. (e) During the term of this Agreement, in keeping with past practices, the Employer shall continue to provide the Executive, to the extent not provided by the Association, with an automobile comparable to the one currently provided to him. The Employer shall be responsible and shall pay for all costs of insurance coverage, repairs, maintenance and other incidental expenses, including license, fuel and oil. (f) Except as otherwise agreed between the Corporation and the Association, (i) the Executive's compensation, benefits, and severance and expenses (ii) expenditures made by the Executive on behalf of the Corporation, as set forth in this Agreement, shall be paid by the Corporation and the Bank Association in the same proportion proportions as the (A) time and services and (B) expenditures actually expended by the Executive on behalf the business of the Corporation and the business of the Association, respectively. For this purpose, the Executive shall maintain, and provide to the Corporation on at least a monthly basis, documentation of the time and expenses expended by the Executive on the business of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance Corporation and expenses required to be paid by the Corporation pursuant to this AgreementAssociation.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 145,000 per year (“"Base Salary”"), which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s 's express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers, in their sole discretion. (b) During While actively employed by the term of this AgreementEmployer, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers Corporation shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers Corporation and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersCorporation. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a4(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employers. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the Employers. d) In the event the Executive's employment is terminated due to Disability or Retirement, the Employers shall provide continued life, medical and disability coverage substantially identical to the coverage maintained by the Employers for the Executive immediately prior to his termination. Such coverage shall cease upon the expiration of the remaining term of this Agreement in the event of retirement and in three (3) years in the event of Disability. e) In the event of the Executive's death during the term of this Agreement, the Employers shall provide to the Executive's spouse and children continued medical coverage substantially identical to the coverage maintained by the Employers for the Executive immediately prior to his death for a period of not less than three (3) years. f) Notwithstanding anything to the contrary in sub-sections (d) and (e) of this Section 4, in no event will the Executive, his spouse or family be entitled to continued medical benefits from the Employers if medical benefits if said individual is eligible to receive medical benefits from an alternative source or from another employer or if said spouse and children would no longer be eligible for coverage if the Executive were still employed. g) The Executive’s 's compensation, benefits, severance benefits and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided. Any amounts received from the Bank may be offset against the amounts due hereunder. h) During the term of the Agreement, howeverthe Employers will provide suitable office space, that if desk, chairs, filing cabinets, telephones and other usual and customary office furniture, fixtures and equipment adequate for the efficient performance of the duties assigned to the Executive. i) During the term of this Agreement, the Employers shall provide to the Executive, at the Employer's cost, all perquisites which other senior executives of the Company are generally entitled to receive, including the payment of his or her annual dues at a health and fitness center mutually acceptable to the Executive devotes less than 10% of his time to and the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this AgreementEmployer.

Compensation and Benefits. (a) The Employers shall compensate and Employer will pay the Executive for his services to Employee during the term of this Agreement at a minimum base salary at the rate of $__________ 225,000 per year annum (“such base salary as increased by the Compensation Committee of the Board as hereinafter provided is referred to herein as the "Base Salary”"), which may be increased . The Compensation Committee of the Board will review the Base Salary from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s express written consent. In addition to his Base Salaryand, the Executive shall be entitled to receive during the term of this Agreement Agreement, may increase, but may not decrease, the Base Salary. The Base Salary will be paid to Employee in equal installments every two weeks or on such bonus payments other schedule as Employer may be determined by the Boards of Directors of the Employersestablish from time to time for its management personnel. (b) During each fiscal year during the term of this Agreement, Employee will be eligible to participate in that year's Key Contributor Incentive Compensation Plan or other replacement incentive or bonus plan Employer establishes for its key executives. (c) Employee will be eligible for option grants to purchase shares of Employer's common stock, $.01 par value ("Common Stock"), or other equity securities of Employer as provided under Employer's Key Contributor Incentive Compensation Plan (or other replacement incentive or bonus plan Employer establishes for its key executives). (d) Employee will be entitled to paid vacation of not less than four (4) weeks each year. Vacation may be taken by Employee at the Executive shall time and for such periods as may be mutually agreed upon between Employer and Employee. (e) Employee will be reimbursed in accordance with Employer's normal expense reimbursement policy for all of the actual and reasonable costs and expenses incurred by him in the performance of his services and duties hereunder, including, but not limited to, travel and entertainment expenses. Employee will furnish Employer with all invoices and vouchers reflecting amounts for which Employee seeks Employer's reimbursement. (f) Employee will be entitled to participate in all insurance and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits incentive compensation plans (at a level appropriate to his position) and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, such other benefit plans or programs as fixed by the Boards of Directors of the Employers. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the Employers. Nothing paid to the Executive under any plan or arrangement presently may be in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by for the Boards key management employees of Directors Employer including, without limitation, those related to savings and thrift, retirement, welfare, medical, dental, disability, salary continuance, accidental death, travel accident, life insurance, incentive bonus, membership in business and professional organizations, and reimbursement of the Employers. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the Employersbusiness and entertainment expenses. (dg) The Executive’s compensationEmployer will pay or reimburse Employee for all membership fees (other than initiation fees), benefitsdues and assessments relating to Employee's current golf club membership at River Bend Country Club, severance Sugarland, Texas. (h) All Base Salary, bonus and expenses shall be paid other payments made by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time Employer to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation Employee pursuant to this AgreementAgreement will be subject to such payroll and withholding deductions as may be required by law and other deductions applied generally to employees of Employer for insurance and other employee benefit plans in which Employee participates.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 250,000 per year (“"Base Salary”"), which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s 's express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, restricted stock, stock incentive, employee stock ownership, medical, dental and vision insurance or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards Board of Directors of the Employers. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the Employers. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the EmployersEmployers with respect to full-time employees and executive officers. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacationvacation during a given calendar year, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the EmployersEmployers or consistent with Board approved policies related thereto. (d) The Executive’s compensationDuring the term of this Agreement, benefits, severance and expenses the Employers shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by provide the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time with an automobile allowance equal to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement$750 per month.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 78,931.44 per year (“Base Salary”), which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers, as well as his Supplemental Executive Retirement Agreement with the Bank dated March 1, 2007. The Employers Corporation shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers Corporation and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersCorporation. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employers. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the Employers. (d) During the term of this Agreement, in keeping with past practices, the Employers shall continue to pay club dues and assessments for the Bissonet Country Club on behalf of the Executive so that the Executive may use such club for business purposes. (e) The Executive’s compensation, benefits, severance and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 334,256 per year (“"Base Salary”"), which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s 's express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers Bank shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers Bank and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersBank. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a4(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employers. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the Employers. (d) In the event the Executive's employment is terminated due to Disability or Retirement, the Employers shall provide continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the Employers for the Executive immediately prior to his termination. Such coverage shall cease upon the expiration of the remaining term of this Agreement. e) In the event of the Executive's death during the term of this Agreement, the Employers shall provide to the Executive's spouse continued medical and dental coverage substantially identical to the coverage maintained by the Employers for the Executive immediately prior to his death until such spouse attains the age of 65. f) The Executive’s 's compensation, benefits, severance benefits and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided. g) During the term of this Agreement, howeverthe Employers shall provide to the Executive, that if at the Executive devotes less than 10% Employers' cost, all perquisites which other senior executives of the Employers are generally entitled to receive, including the payment of his time or her annual dues at the Xxxx Xxxx Country Club. h) During the term of the Agreement, the Employers will provide suitable office space, desk, chairs, filing cabinets, telephones and other usual and customary office furniture, fixtures and equipment adequate for the efficient performance of the duties assigned to the Corporation, all Executive. i) During the term of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement, the Employers will provide to Executive the use of an automobile of Executive's choice at a gross purchase price not to exceed $10,000 annual lease cost. Employers agree to replace the automobile with a new one at Executive's request no more often than once every two years. Employers will pay all automobile operating expenses incurred by Executive in the performance of Executive's duties. The Employers will procure and maintain in force an automobile liability policy for the automobile with coverage, including Executive, in the minimum amount of $1,000,000 combined single limit on bodily injury and property damage.

Compensation and Benefits. (a) a. The Employers Company shall compensate and pay to the Executive for his services during the term of this Agreement a base salary at a minimum rate of not less than $250,000 per annum, in accordance with the salary payment practices of the Company in effect from time to time. On or before each September 1/st/ of the Term (beginning September 1, 2000) the Compensation Committee (or in the absence thereof, the Board with Executive abstaining) shall review the base salary of $__________ per year the Executive and increase (“Base Salary”), which may be increased from time to time but not decrease) such base salary by an amount determined in such amounts as may be mutually determined by the Boards of Directors discretion of the Employers and may not be decreased without Compensation Committee (or in the Executive’s express written consent. In addition to his Base Salaryabsence thereof, the Board with Executive abstaining). b. For each year of the Term, the Executive shall be entitled eligible to participate in any management incentive programs established by the Company and to receive incentive compensation based upon achievement of targeted levels of performance and such other criteria as the Compensation Committee (or in the absence thereof, the Board with Executive abstaining) may establish from time to time. In addition, the Compensation Committee (or in the absence thereof, the Board with Executive abstaining) shall annually consider (on or before each September 1/st/) the Executive's performance and determine if additional bonus is appropriate. c. The Executive may participate in any executive stock incentive plans established by the Company from time to time and shall be eligible for the grant of stock options, stock, and/or other awards provided thereunder (collectively, "Options"). Additionally, the Compensation Committee (or in the absence thereof, the Board with Executive abstaining) shall annually consider (on or before each September 1/st/) the Executive's performance and determine if additional grants of Options are appropriate. d. The Executive shall continue to participate in all retirement, welfare, deferred compensation, life and health insurance (including health insurance for Executive's spouse and his dependents), and other benefit plans or programs of the Company now or hereafter applicable to the Executive or applicable generally to executives of the Company or to a class of executives that includes senior executives of the Company; provided, however, that during any period during the term Term that the Executive is subject to a Disability, and during the 180-day period of this Agreement such bonus payments as may physical or mental infirmity leading up to the Executive's Disability, the amount of the Executive's compensation provided under Section 3.a. shall be determined reduced by the Boards of Directors sum of the Employersamounts, if any, paid to the Executive for the same period under any disability benefit or pension plan of the Company or any of its subsidiaries. e. The Company shall provide to the Executive an automobile owned or leased by the Company of a make and model appropriate to the Executive's status (bin the reasonable business judgment of the Executive) During or, in lieu thereof at the term Executive's option, shall provide the Executive with an monthly allowance of this Agreement, not less than $1,250 to partially cover the cost of an automobile owned or leased by the Executive. f. The Executive shall be entitled to participate four (4) weeks paid vacation (in and receive addition to Company-wide holiday periods) each year during the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the EmployersTerm, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the Employers. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation taken in accordance with the Company's vacation policies for executives, as established in effect from time to time time. g. The Company shall reimburse the Executive's expenses for dues and capital assessments (but not initiation fees) of one (1) country and (1) dining club membership currently held (or to be held) by the Boards of Directors of the Employers. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the Employers. (d) The Executive’s compensation, benefits, severance and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% during the term of his employment with the Company ceases his membership in any such clubs and any bonds or other capital payments made by the Company are repaid to the Executive, the Executive shall pay over such payments to the Company. h. The Company shall reimburse the Executive for first-class travel and accommodations, seminar, and other expenses related to the Executive's duties which are incurred and accounted for in accordance with the practices of the Company, as in effect from time to time. Further, the CorporationCompany shall reimburse the Executive for all fees, all of such amounts dues, seminars (including travel and lodging) and other related costs and expenses reasonably required by the Executive to maintain his status as an active (or inactive, in the Executive's discretion) lawyer in each state that the Executive is, or may be, admitted. In the Executive's reasonable discretion, the Executive shall be paid by the Bank. No provision contained in this Agreement shall require the Bank entitled to pay any portion personal use of assets of the Executive’s compensationCompany, benefitsfree of charge or assessment, severance whether or not such personal use is separate or in conjunction with a business purpose. i. The Company agrees that the Executive shall be entitled to invest in venture capital and expenses required to be paid by similar investments whether or not the Corporation pursuant to this AgreementCompany also participates in such investments.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his her services during the term of this Agreement at a minimum base salary of $__________ 284,000 per year (“"Base Salary”"), which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s 's express written consent. In addition to his her Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his her then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers Corporation shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers Corporation and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersCorporation. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employers, which shall in no event be less than five weeks per annum. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the Employers. (d) During the term of this Agreement, in keeping with past practices, the Employers shall continue to provide the Executive with the automobile she presently drives. The Employers shall be responsible and shall pay for all costs of insurance coverage, repairs, maintenance and other incidental expenses, including license, fuel and oil. (e) In the event the Executive's employment is terminated by the Corporation for any reason other than Cause, the Employers shall provide continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the Employers for the Executive immediately prior to her termination. Such coverage shall cease upon the expiration of the remaining term of this Agreement. (f) In the event of the Executive's death during the term of this Agreement, her spouse, estate, legal representative or named beneficiaries (as directed by the Executive in writing) shall be paid on a monthly basis the Executive's annual compensation from the Employers at the rate in effect at the time of the Executive's death for the remainder of the term of this Agreement, as well as the benefits specified in Section 3(e) hereof. In the event Executive is terminated due to Disability during the term of this Agreement, the Executive shall be paid on a monthly basis (i) the Executive's annual compensation from the Employers at the rate in effect at the time of termination due to Disability for the remainder of the term of this Agreement, as well as the benefits specified in Section 3(e) hereof, and (ii) upon the expiration of the term of this Agreement, two-thirds (66.67%) of the Executive's Base Salary at the time of termination due to Disability until the Executive reaches the normal retirement age of 65; provided however, there shall be deducted from the amounts paid the Executive pursuant to this Section 3(f), any amounts actually paid to the Executive pursuant to any disability insurance or similar plan or program which the Employers have instituted or may institute on behalf of the Executive or its employees for the purpose of compensating employees in the event of disability, the Social Security Act, the Workers Compensation or Occupational Disease Act or any state disability benefit law. (g) The Executive’s 's compensation, benefits, severance benefits and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 201,000 per year (“Base Salary”), which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s 's express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the Employers. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employers. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the Employers. (d) The Executive’s 's compensation, benefits, severance and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 175,000.00 per year (“"Base Salary”"), which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s 's express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the Employers. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a4(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employers. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the Employers. (d) In the event the Executive's employment is terminated due to Disability or Retirement, the Employers shall provide continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the Employers for the Executive immediately prior to his termination. Such coverage shall cease upon the expiration of the remaining term of this Agreement. (e) The Executive’s 's compensation, benefits, severance benefits and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. The Offer Letter signed by the Company and the Executive dated July 19, 2005 describes the agreed compensation package. (a) The Employers shall compensate and As compensation for services to be rendered pursuant to this Agreement, the Company agrees to pay the Executive for his services during the term of this Agreement at a minimum an annual base salary of $__________ per 280,000 for the first year of the Term and for each subsequent year of the Term an amount to be determined by the Company (the “Base Salary”), which may payable in accordance with its regular payroll practices. The Executive’s Base Salary hereunder shall be increased from time to time reviewed as of July 31, 2006 and at least annually thereafter during the Term of the Agreement for increase in such amounts as may be mutually determined by the Boards discretion of the Board of Directors or the Compensation Committee of the Employers and may not be decreased without Board of Directors, after consultation with the ExecutiveCompany’s express written consentChief Executive Officer. In addition to his Base Salary, the Executive as adjusted, shall be entitled to receive during considered the term new Base Salary for all purposes of this Agreement such bonus payments as may be determined by the Boards of Directors of the EmployersAgreement. (b) During the term of this Agreement, The Company agrees that the Executive shall be entitled eligible for an annual performance bonus from the Company with respect to participate each fiscal year of the Company that ends during the Term, pursuant to the Company’s management incentive bonus program in and receive the benefits effect from time to time. The amount of any pension such bonus shall be determined by the Board of Directors or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives the Compensation Committee of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards Board of Directors of in its discretion, consistent with the Employers. The Employers shall not make any changes in such plansCompany’s performance, benefits or privileges which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits contribution to the Executive as compared with Company’s performance and the provisions of any other executive officer of the Employers. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereofapplicable incentive bonus program. (c) During The Company agrees to grant to the term Executive during the Term, at the time of this Agreementits usual annual, or semi-annual, grant to employees for the applicable year, such options to purchase shares of the Company’s common stock or other equity awards as the Board of Directors or the Compensation Committee of the Board of Directors shall determine. In the event of the consummation of a Change in Control (as defined in Section 14) of the Company, (i) all time-vesting stock options and any other time-vesting equity awards previously granted to the Executive shall be entitled immediately become exercisable and/or vested, as the case may be, and remain exercisable and/or vested through their original terms with full rights as if the Executive’s employment had not terminated, and (ii) all performance-based stock options and any other performance-based equity awards previously granted to paid annual vacation the Executive will become exercisable and/or vested as determined in accordance with the policies as established from time to time good faith by the Boards Board of Directors of based on the Employers. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall percentage goals and objectives achieved by the Executive be able to accumulate unused vacation time from one year to and the next, except to the extent authorized by the Boards of Directors of the EmployersCompany. (d) The Executive’s compensation, benefits, severance and Company shall pay or reimburse the Executive for all reasonable expenses shall be actually incurred or paid by the Corporation and Executive during the Bank Term in the same proportion performance of services under this Agreement, upon presentation of expense statements or vouchers or such other supporting information as it reasonably may require. (e) During the time and services actually expended by Term, the Executive on behalf of each respective Employer; providedshall be eligible to participate in all qualified and non-qualified savings and retirement plans, howeverand all other compensation and benefit plans and programs, including welfare and fringe benefit programs, that if are generally available to other senior executives of the Company. (f) During the Term, the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be eligible for paid by vacation of four weeks per calendar year taken in accordance with the Bank. No provision contained in this Agreement shall require the Bank to pay any portion vacation policy of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this AgreementCompany.

Compensation and Benefits. (a) The Employers Bank shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of One Hundred Fifty-Five Thousand Dollars ($__________ 155,000.00) per year (“"Base Salary”)") payable no less frequently than in monthly installments, which may be increased from time to time in such amounts as may be mutually determined by the Boards Board of Directors of the Employers and may not be decreased without the Executive’s express written consentBank. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined authorized and declared by the Boards Board of Directors of the EmployersBank in its sole discretion. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive any benefit plans as the benefits Bank may adopt for the benefit of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employersits employees. The Employers Bank shall not make any changes in such plans, benefits or privileges benefit plans which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers Bank and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersBank. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established approved from time to time by the Boards Board of Directors of the EmployersBank. The timing of paid vacations shall be scheduled in a reasonable manner by the Executive. The Executive shall not be entitled to receive any additional compensation from the Employers Bank for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards Board of Directors of the EmployersBank. (d) The Except as otherwise agreed between the Bank and the Subsidiaries and to the extent applicable, (i) the Executive’s 's compensation, benefits, and severance and expenses (ii) expenditures made by the Executive on behalf of the Bank, as set forth in this Agreement, shall be paid by the Corporation Bank and each of the Bank Subsidiaries in the same proportion proportions as the (A) time and services and (B) expenditures actually expended by the Executive on behalf the business of the Bank and the business of each respective Employer; providedof the Subsidiaries, howeverrespectively. For this purpose, that if the Executive devotes less than 10% of his time shall maintain, and provide to the CorporationBank on at least a monthly basis, all documentation of such amounts shall be paid the time and expense expended by the Bank. No provision contained in this Agreement shall require Executive on the Bank to pay any portion business of each of the Executive’s compensation, benefits, severance Subsidiaries and expenses required to be paid by the Corporation pursuant to this AgreementBank.

Compensation and Benefits. (a) The Employers Employer shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 143,000 per year, which shall be increased to $148,000 per year effective January 1, 2007 (“"Base Salary”"), which may be increased from time to time in such amounts as may be mutually determined by the Boards Board of Directors of the Employers Employer and may not be decreased without the Executive’s 's express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards Board of Directors of the EmployersEmployer. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the EmployersEmployer, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards Board of Directors of the EmployersEmployer. The Employers Employer shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers Employer and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersEmployer. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards Board of Directors of the EmployersEmployer. The Executive shall not be entitled to receive any additional compensation from the Employers Employer for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards Board of Directors of the EmployersEmployer. (d) The Executive’s compensation, benefits, severance and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ [103,750] per year (“Base Salary”), which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers Bank shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers Bank and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersBank. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employers. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the Employers. (d) During the term of this Agreement, in keeping with past practices, the Employers shall continue to provide the Executive with an automobile comparable to the one currently provided to him. The Employers shall be responsible and shall pay for all costs of insurance coverage, repairs, maintenance and other incidental expenses, including license, fuel and oil. (e) The Executive’s compensation, benefits, severance and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this AgreementAgreement or the agreement of even date being entered into between the Corporation and the Executive.

Compensation and Benefits. (a) The Employers shall compensate and Employer will pay the Executive for his services to Employee during the term of this Agreement at a minimum base salary at the rate of $__________ 260,000 per year annum (“such base salary as increased by the Compensation Committee of the Board as hereinafter provided is referred to herein as the "Base Salary”"), which may be increased . The Compensation Committee of the Board will review the Base Salary from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s express written consent. In addition to his Base Salaryand, the Executive shall be entitled to receive during the term of this Agreement Agreement, may increase, but may not decrease, the Base Salary. The Base Salary will be paid to Employee in equal installments every two weeks or on such bonus payments other schedule as Employer may be determined by the Boards of Directors of the Employersestablish from time to time for its management personnel. (b) During each fiscal year during the term of this Agreement, Employee will be eligible to participate in that year's Key Contributor Incentive Compensation Plan or other replacement incentive or bonus plan Employer establishes for its key executives. (c) Employee will be eligible for option grants to purchase shares of Employer's common stock, $.01 par value ("Common Stock"), or other equity securities of Employer as provided under Employer's Key Contributor Incentive Compensation Plan (or other replacement incentive or bonus plan Employer establishes for its key executives). (d) Employee will be entitled to paid vacation of not less than four (4) weeks each year. Vacation may be taken by Employee at the Executive shall time and for such periods as may be mutually agreed upon between Employer and Employee. (e) Employee will be reimbursed in accordance with Employer's normal expense reimbursement policy for all of the actual and reasonable costs and expenses incurred by him in the performance of his services and duties hereunder, including, but not limited to, travel and entertainment expenses. Employee will furnish Employer with all invoices and vouchers reflecting amounts for which Employee seeks Employer's reimbursement. (f) Employee will be entitled to participate in all insurance and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits incentive compensation plans (at a level appropriate to his position) and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, such other benefit plans or programs as fixed by the Boards of Directors of the Employers. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the Employers. Nothing paid to the Executive under any plan or arrangement presently may be in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by for the Boards key management employees of Directors Employer including, without limitation, those related to savings and thrift, retirement, welfare, medical, dental, disability, salary continuance, accidental death, travel accident, life insurance, incentive bonus, membership in business and professional organizations, and reimbursement of the Employers. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the Employersbusiness and entertainment expenses. (dg) The Executive’s compensationAll Base Salary, benefits, severance bonus and expenses shall be paid other payments made by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time Employer to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation Employee pursuant to this AgreementAgreement will be subject to such payroll and withholding deductions as may be required by law and other deductions applied generally to employees of Employer for insurance and other employee benefit plans in which Employee participates.

Compensation and Benefits. (a) The Employers Employer shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 63,000 per year (“Base Salary”)year, which may be increased from time to time in such amounts as may be mutually determined by the Boards Board of Directors of the Employers and Employer and, except in connection with a company-wide general reduction in salaries as a result of general economic conditions, may not be decreased without the Executive’s 's express written consentconsent (hereinafter, referred to as Executive's "Base Salary"). In addition to his Base Salaryaddition, the Executive shall be entitled to may also receive during the term of this Agreement such bonus payments as may be when, as, and if determined by in the Boards sole discretion of the Board of Directors of the EmployersEmployer. (b) During the term of this the Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the EmployersEmployer and the Corporation, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards Board of Directors of the EmployersEmployer. The Employers Employer shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers Employer and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersEmployer. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards Board of Directors of the EmployersEmployer, which shall in no event be less than four weeks per annum. The Executive shall not be entitled to receive any additional compensation from the Employers Employer for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation 5 5 time from one year to the next, except to the extent authorized by the Boards Board of Directors of the EmployersEmployer. (d) The In the event of termination by the Employer of the Executive’s compensation's employment because of Disability, benefitsthe Employer shall provide continued medical insurance in the Employer's health plan for the benefit of the Executive and his spouse until the Executive shall have attained the age of 65, severance and expenses such insurance shall be comparable to that which is provided to the Executive as of the date of this Agreement notwithstanding anything to the contrary in this Agreement. In the event of the Executive's death before he attains the age of 65, the Employer shall provide the Executive's spouse said medical insurance for two years from the date of the Executive's death. (e) In the event of the Executive's death during the term of this Agreement, the Executive's spouse, estate, legal representative or named beneficiaries (as directed by the Executive in writing) shall be paid by on a monthly basis the Corporation and greater of (i) the Bank death benefits which may be available under one or more policies of the Employer or (ii) the Executive's annual compensation from the Employer at the rate in the same proportion as effect at the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by 's death for a period of twelve (12) months from the Corporation pursuant to this Agreementdate of the Executive's death.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 304,622 per year (“Base Salary”), which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the Employers. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employers, which shall in no event be less than five weeks per annum. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the Employers. (d) The In the event the Executive’s compensationemployment is terminated due to Disability or Retirement, benefitsthe Employers shall provide continued life, severance medical and expenses dental coverage substantially identical to the coverage maintained by the Employers for the Executive immediately prior to his termination, in each case subject to Section 3(f) below. Such coverage shall be paid provided for the period otherwise remaining in the term of this Agreement but for such Disability or Retirement and thereafter shall continue if, and to the extent, provided by the Corporation and Employers’ policies in existence at such time, provided that such coverage shall cease on the Bank in date the same proportion as date the time and services actually expended Executive becomes entitled to receive substantially similar benefits from a subsequent employer. Any insurance premiums payable by the Executive on behalf of each respective Employer; provided, however, that Employers or any successors pursuant to this Section 3(d) shall be payable at such times and in such amounts as if the Executive devotes less than 10% was still an employee of his time the Employers, subject to the Corporation, all of any increases in such amounts shall be paid imposed by the Bank. No provision contained in this Agreement shall require insurance company or COBRA, and the Bank to pay any portion amount of the Executive’s compensation, benefits, severance and expenses insurance premiums required to be paid by the Corporation Employers in any taxable year shall not affect the amount of insurance premiums required to be paid by the Employers in any other taxable year. (e) In the event of the Executive’s death during the term of this Agreement, the Employers shall provide to the Executive’s spouse for the remaining term of this Agreement continued medical and dental coverage substantially identical to the coverage maintained by the Employers for the Executive immediately prior to his death, in each case subject to Section 3(f) below. Any insurance premiums payable by the Employers or any successors pursuant to this AgreementSection 3(e) shall be payable at such times and in such amounts as if the Executive was still an employee of the Employers, subject to any increases in such amounts imposed by the insurance company or COBRA, and the amount of insurance premiums required to be paid by the Employers in any taxable year shall not affect the amount of insurance premiums required to be paid by the Employers in any other taxable year. (f) In the event that the continued participation of the Executive and/or his spouse or other dependents in any group insurance plan as provided in Section 3(d) or 3(e) is barred or would trigger the payment of an excise tax under Section 4980D of the Code, or during the period set forth in Section 3(d) or 3(e) any such group insurance plan is discontinued, then the Employers shall at their election either (i) arrange to provide the Executive (or his spouse in the case of coverage under Section 3(e)) with alternative benefits substantially similar to those which the Executive (or his spouse in the case of coverage under Section 3(e)) was entitled to receive under such group insurance plans immediately prior to the Date of Termination, provided that the alternative benefits do not trigger the payment of an excise tax under Section 4980D of the Code, or (ii) pay to the Executive (or his spouse in the case of coverage under Section 3(e)) within 10 business days following the Date of Termination (or within 10 business days following the discontinuation of the benefits if later) a lump sum cash amount equal to the projected cost to the Employers of providing continued coverage to the Executive (or his spouse in the case of coverage under Section 3(e) until the expiration of the remaining term of this Agreement but for such Disability, retirement or death with the projected cost to be based on the costs being incurred immediately prior to the Date of Termination (or the discontinuation of the benefits if later), as increased by 10% each year. If the time period for making the lump sum cash payment under this Section 3(f) commences in one calendar year and ends in the succeeding calendar year, then the payment shall not be paid until the succeeding calendar year.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 200,000.00 per year (“"Base Salary”"), which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s 's express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the Employers. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a4(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employers. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the Employers. (d) In the event the Executive's employment is terminated due to Disability or Retirement, the Employers shall provide continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the Employers for the Executive immediately prior to his termination. Such coverage shall cease upon the expiration of the remaining term of this Agreement. (e) The Executive’s 's compensation, benefits, severance benefits and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) The Employers Employer shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $_____________ per year (“"Base Salary”"), which may be increased from time to time in such amounts as may be mutually determined by the Boards Board of Directors of the Employers Employer and may not be decreased without the Executive’s 's express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards Board of Directors of the EmployersEmployer. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, management recognition, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the EmployersEmployer, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards Board of Directors of the EmployersEmployer. The Employers Employer shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers Employer and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersEmployer. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards Board of Directors of the EmployersEmployer. The Executive shall not be entitled to receive any additional compensation from the Employers Employer for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards Board of Directors of the EmployersEmployer. (d) The In the event the Executive’s compensation's employment is terminated due to Disability or Retirement, benefitsthe Employer shall provide continued life, severance medical, dental and expenses shall be paid disability coverage substantially identical to the coverage maintained by the Corporation and the Bank in the same proportion as the time and services actually expended by Employer for the Executive on behalf of each respective Employer; provided, however, that if immediately prior to his termination. Such coverage shall cease upon the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion expiration of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to remaining term of this Agreement.

Compensation and Benefits. (a) The Employers Employer shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 175,000 (One Hundred and seventy-five Thousand Dollars) per year (“Base Salary”), which may be increased from time to time in such amounts as may be mutually determined by the Boards Board of Directors of the Employers and may not be decreased without the Executive’s express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the EmployersEmployer. (b) During the term of this the Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the EmployersEmployer, including life, medical, dental and disability insurance coverage, to the extent commensurate with his then duties and responsibilities, and in the same manner and scope as such benefits are provided to other officers of the Employer with similar responsibilities and results obtained, as fixed from time to time by the Boards Board of Directors of the EmployersEmployer; provided, however, the Employer shall provide health insurance for the benefit of the Executive in the same scope and extent that Employer presently provides health insurance benefits to other similarly situated executives. The Employers Employer shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersEmployer. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. Notwithstanding the foregoing, nothing contained in this Agreement shall require the Executive to participate in any tax qualified or non-qualified benefit plan of the Employer. (c) During the term of this Agreement, the Employer shall provide the Executive with coverage for supplemental long-term disability insurance to the extent that such coverage is then provided as a benefit to other employees. (d) During the term of this Agreement, the Executive shall be entitled to four (4) weeks of paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employersvacation. The Executive shall not be entitled to receive any additional compensation from the Employers Employer for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized in writing by the Boards Board of Directors of the EmployersEmployer. (de) During the term of this Agreement, Employer shall provide the Executive with a cash allowance of at least $600 per month for an automobile. (f) The Executive’s compensation, benefits, severance Executive acknowledges that he has been granted 1500 restricted stock units and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time 1800 performance units pursuant to the CorporationCompany’s Stock Award Plan and Performance Units Plan, all respectively, and that he will not be entitled to receive any additional grants during 2008, including stock options, under either of such amounts shall be paid by the Bank. No provision contained in these plans and that any entitlement that he may have under this Agreement shall require the Bank agreement for awards under these or similar plans will apply only to pay any portion of the Executive’s compensation, benefits, severance and expenses required grants made to be paid by the Corporation pursuant to this Agreementexecutives after 2008.

Compensation and Benefits. (a) The Employers Bank shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of [$__________ 166,000.00/$114,500.00] per year (“Base Salary”), which may be increased from time to time in such amounts as may be mutually determined by the Boards Bank’s Board of Directors of the Employers and may not be decreased without the Executive’s express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards Bank’s Board of Directors of the EmployersDirectors. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, restricted stock grant plan, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers Bank shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the Employers. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employers. The Executive shall not be entitled to receive any additional compensation from the Employers Bank for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the Employers. (d) The In the event the Executive’s compensationemployment is terminated due to Disability or Retirement, benefitsthe Bank shall provide continued life, severance medical, dental and expenses disability coverage substantially identical to the coverage maintained by the Employers for the Executive immediately prior to his termination. Such coverage shall be paid provided for the period otherwise remaining in the term of this Agreement but for such Disability or Retirement and thereafter shall continue if, and to the extent, provided by the Corporation and Employers’ policies in existence at such time. (e) In the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion event of the Executive’s compensationdeath during the term of this Agreement, benefits, severance the Bank shall provide to the Executive’s spouse until such spouse reaches age 65 continued medical and expenses required dental coverage substantially identical to be paid the coverage maintained by the Corporation pursuant Employers for the Executive immediately prior to this Agreementhis death.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 132,200 per year (“Base Salary”), which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers Employers, and may not be decreased without the Executive’s express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers. (b) During the term of this the Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the Employers. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employers, which in no event shall be less than four weeks per annum. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor . Executive shall the Executive be able to accumulate unused vacation time from one year to the next, except not to the extent authorized by the Boards of Directors of the Employersexceed eight (8) weeks. (d) The Executive’s compensationDuring the term of this Agreement, benefitsincluding any renewal thereof, severance and expenses the Employers shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by provide the Executive on behalf of each respective Employer; providedwith a full-sized, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of four-door automobile for the Executive’s compensationuse, benefitswhich automobile shall be replaced during the term hereof and any renewal thereof no less frequently than every three years. The Executive may purchase the Employers-provided automobile at fair market value. (e) During the term of this Agreement, severance the Employers shall provide medical coverage for the benefit of the Executive and expenses required his spouse until the Executive and his spouse shall have attained the age of 65. In the event of the death of the Executive prior to be paid by attaining age 65, the Corporation Employers shall pay to the Executive’s spouse a monthly payment equal to the premium to continue medical coverage pursuant to this Agreementthe Consolidated Omnibus Medical Coverage Act of 1985, as amended (“COBRA”) (or payment for similar coverage after the expiration of said spouse’s COBRA rights) until such spouse is eligible for state or federal government subsidized medical benefits; but in no event shall such spouse be entitled to said payment after attaining age 65 or if such spouse has obtained equivalent medical coverage from another source.

Compensation and Benefits. (a) The Employers Bank shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 150,000 per year (“Base Salary”), which may be increased from time to time in such amounts as may be mutually determined by the Boards Board of Directors of the Employers Bank and may not be decreased without the Executive’s express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments and stock and stock option awards as may be determined by the Boards Board of Directors of the EmployersBank. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the Employers. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards Board of Directors of the EmployersBank. The Executive shall not be entitled to receive any additional compensation from the Employers Bank for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards Board of Directors of the EmployersBank. During the term of this Agreement, the Employers shall provide the Executive with an automobile allowance of not less than $750 per month or an automobile for the Executive’s use. In the event an automobile is provided, it shall be comparable to that which is currently being driven by the Executive. (d) The In the event the Executive’s compensationemployment is terminated due to Disability or Retirement, benefitsthe Bank shall provide continued life, severance medical, dental and expenses disability coverage substantially identical to the coverage maintained by the Employers for the Executive and his spouse immediately prior to his termination; provided that any insurance premiums payable by the Employer or any successors pursuant to this Section 3(d) shall be paid by the Corporation payable at such times and the Bank in the same proportion such amounts as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% was still an employee of his time the Bank, subject to the Corporation, all of any increases in such amounts shall be paid imposed by the Bank. No provision contained in this Agreement shall require insurance company or COBRA, and the Bank to pay any portion amount of the Executive’s compensation, benefits, severance and expenses insurance premiums required to be paid by the Corporation pursuant Bank in any taxable year shall not affect the amount of insurance premiums required to be paid by the Bank in any other taxable year; and provided further that if the Executive’s participation in any group insurance plan is barred, the Bank shall either arrange to provide the Executive and his spouse with insurance benefits substantially similar to those which the Executive and his spouse were entitled to receive under such group insurance plan or, if such coverage cannot be obtained, pay a lump sum cash equivalency amount within thirty (30) days following the Date of Termination based on the annualized rate of premiums being paid by the Bank as of the Date of Termination. Such coverage shall cease upon the expiration of the remaining term of this Agreement.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his her services during the term of this Agreement at a minimum base salary of $__________ 538,725 per year (“Base Salary”), which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s express written consent. In addition to his her Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his her then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers Corporation shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers Corporation and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersCorporation. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employers, which shall in no event be less than six weeks per annum. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the Employers. (d) During the term of this Agreement, in keeping with past practices, the Employers shall continue to provide the Executive with the automobile she presently drives. The Employers shall be responsible and shall pay for all costs of insurance coverage, repairs, maintenance and other incidental expenses, including license, fuel and oil. If such expenses are paid in the first instance by the Executive, the Employers shall reimburse the Executive therefor. Such reimbursement shall be paid promptly by the Employers and in any event no later than March 15 of the year immediately following the year in which such expenses were incurred. (e) In the event the Executive’s employment is terminated by the Corporation due to the Executive’s Disability, Retirement or death, the Employers shall provide continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the Employers for the Executive immediately prior to her termination, in each case subject to Section 3(g) below. The medical and dental coverage shall continue until the earlier of (a) the Executive’s death, except for coverage of any beneficiaries pursuant to Section 3(f) below, or (b) the date on which the Executive is entitled to receive benefits from a subsequent employer which are substantially similar to the medical and dental coverage provided by the Corporation. The life and disability coverage shall cease upon the earlier of (i) the expiration of the remaining term of this Agreement absent such Disability or Retirement or (ii) the Executive’s death. During the period that the Executive receives medical and dental coverage and/or life and disability coverage, the Executive shall pay the employee share of the costs of such coverages as if she was still an employee; provided that any insurance premiums payable by the Employers or any successors pursuant to this Section 3(e) shall be payable at such times and in such amounts as if the Executive was still an employee of the Employers, subject to any increases in such amounts imposed by the insurance company or COBRA, and the amount of insurance premiums required to be paid by the Employers in any taxable year shall not affect the amount of insurance premiums required to be paid by the Employers in any other taxable year. (f) In the event of the Executive’s death during the term of this Agreement, her spouse, estate, legal representative or named beneficiaries (as directed by the Executive in writing) shall be paid on a monthly basis the Executive’s annual compensation from the Employers at the rate in effect at the time of the Executive’s death for the remainder of the term of this Agreement, as well as the medical and dental benefits specified in Section 3(e) above to any spouse or other dependents of the Executive who were covered by the Employers at the time of the Executive’s death, in each case subject to Section 3(g) below. In the event the Executive’s employment is terminated due to Disability during the term of this Agreement, the Executive shall be paid on a monthly basis (i) the Executive’s annual compensation from the Employers at the rate in effect at the time of termination due to Disability for the remainder of the term of this Agreement, as well as the benefits specified in Section 3(e) hereof, and (ii) upon the expiration of the term of this Agreement, two-thirds (66.67%) of the Executive’s Base Salary at the time of termination due to Disability until the Executive reaches the normal retirement age of 65; provided however, there shall be deducted from the amounts paid the Executive pursuant to this Section 3(f) any amounts actually paid to the Executive pursuant to any disability insurance or similar plan or program which the Employers have instituted or may institute on behalf of the Executive or their employees for the purpose of compensating employees in the event of disability, the Social Security Act, the Workers Compensation or Occupational Disease Act or any state disability benefit law; and provided further however, that such payments shall be delayed until the first business day of the month following the lapse of six months from the date of termination of employment if deemed necessary by the Employers to avoid the tax and interest penalties imposed by Section 409A of the Code. If the payments are delayed pursuant to the last proviso clause in the preceding sentence, then the payments that would have been provided to the Executive in the absence of such six-month delay shall be paid to the Executive on the first business day of the month following the lapse of six months from the date of termination of employment. Any insurance premiums payable by the Employers or any successors pursuant to this Section 3(f) shall be payable at such times and in such amounts as if the Executive was still an employee of the Employers, subject to any increases in such amounts imposed by the insurance company or COBRA, and the amount of insurance premiums required to be paid by the Employers in any taxable year shall not affect the amount of insurance premiums required to be paid by the Employers in any other taxable year. (g) In the event that the continued participation of the Executive and/or her spouse or other dependents in any group insurance plan as provided in Section 3(e) or 3(f) is barred or would trigger the payment of an excise tax under Section 4980D of the Code, or during the period set forth in Section 3(e) or 3(f) any such group insurance plan is discontinued, then the Bank shall at its election either (i) arrange to provide the Executive (or her spouse and other dependents in the case of coverage under Section 3(f)) with alternative benefits substantially similar to those which the Executive (or her spouse and other dependents in the case of coverage under Section 3(f)) was entitled to receive under such group insurance plans immediately prior to the Date of Termination, provided that the alternative benefits do not trigger the payment of an excise tax under Section 4980D of the Code, or (ii) pay to the Executive (or her spouse and other dependents in the case of coverage under Section 3(f)) within 10 business days following the Date of Termination (or within 10 business days following the discontinuation of the benefits if later) a lump sum cash amount equal to the projected cost to the Bank of providing continued coverage to the Executive (or her spouse and other dependents in the case of coverage under Section 3(f)) until the projected date of the Executive’s death or the expiration of the remaining term of this Agreement as set forth in Section 3(e) or 3(f), with the projected cost to be based on the costs being incurred immediately prior to the Date of Termination (or the discontinuation of the benefits if later), as increased by 10% each year. If the time period for making the lump sum cash payment under this Section 3(g) commences in one calendar year and ends in the succeeding calendar year, then the payment shall not be paid until the succeeding calendar year. (h) The Executive’s compensation, benefits, severance benefits and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 167,500 per year (“"Base Salary”"), which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers Employers, and may not be decreased without the Executive’s 's express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharingsharing plan, stock optionoption plan, employee stock ownershipownership plan, welfare and fringe benefit arrangements, or such other employee benefit plans, benefits programs, policies, benefits, arrangements and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the Employers. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employers. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Employers' vacation policies or by the Boards of Directors of the Employers. (d) The Executive’s compensation, benefits, severance and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 334,256 per year (“"Base Salary”"), which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s 's express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers Corporation shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers Corporation and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersCorporation. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a4(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employers. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the Employers. (d) In the event the Executive's employment is terminated due to Disability or Retirement, the Employers shall provide continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the Employers for the Executive immediately prior to his termination. Such coverage such spouse attains shall cease upon the expiration of the remaining term of this Agreement. e) In the event of the Executive's death during the term of this Agreement, the Employers shall provide to the Executive's spouse continued medical and dental coverage substantially identical to the coverage maintained by the Employers for the Executive immediately prior to his death until such spouse attains the age of 65. f) The Executive’s 's compensation, benefits, severance benefits and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided. g) During the term of the Agreement, howeverthe Employers will provide suitable office space, that if desk, chairs, filing cabinets, telephones and other usual and customary office furniture, fixtures and equipment adequate for the Executive devotes less than 10% efficient performance of the duties assigned to the Executive. h) During the term of this Agreement, the Employers shall provide to the Executive, at the Employer's cost, all perquisites which other senior executives of the Company are generally entitled to receive, including the payment of his time to or her annual dues at the Corporation, all Xxxx Xxxx Country Club. i) During the term of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement, the Employers will provide to Executive the use of an automobile of Executive's choice at a gross purchase price not to exceed $10,000 annual lease cost. The Employers agree to replace the automobile with a new one at Executive's request no more often than once every two years. Corporation will pay all automobile operating expenses incurred by Executive in the performance of Executive's duties. Corporation will procure and maintain in force an automobile liability policy for the automobile with coverage, including Executive, in the minimum amount of $1,000,000 combined single limit on bodily injury and property damage.

Compensation and Benefits. (a) The Employers Bank and the Corporation shall compensate and pay the Executive for his services during the term of this Agreement at a minimum aggregate base salary of $__________ 103,750 per year (“Base Salary”)) allocated in accordance with Section 3(e) hereof, which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers Bank and the Corporation and may not be decreased without the Executive’s 's express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the EmployersBank and the Corporation. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the EmployersBank, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards Board of Directors of the EmployersBank. The Employers Bank shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers Bank and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersBank. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards Board of Directors of the EmployersBank. The Executive shall not be entitled to receive any additional compensation from the Employers Bank for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards Board of Directors of the EmployersBank. (d) During the term of this Agreement, in keeping with past practices, the Bank and the Corporation shall continue to provide the Executive with an automobile comparable to the one currently provided to him. The Bank and the Corporation shall be responsible and shall pay for all costs of insurance coverage, repairs, maintenance and other incidental expenses, including license, fuel and oil allocated in accordance with Section 3(e) hereof. (e) The Executive’s 's compensation, benefits, severance and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by Corporation and the Bank, respectively. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this AgreementAgreement or the agreement of even date being entered into between the Corporation and the Executive.

Compensation and Benefits. (a) The Employers Employer shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 250,632 per year (“"Base Salary”"), which may be increased from time to time in such amounts as may be mutually determined by the Boards Board of Directors of the Employers Employer and may not be decreased without the Executive’s 's express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards Board of Directors of the EmployersEmployer. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, restricted stock, stock incentive, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the EmployersEmployer, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards Board of Directors of the EmployersEmployer. The Employers Employer shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers Employer and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersEmployer. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards Board of Directors of the EmployersEmployer. The Executive shall not be entitled to receive any additional compensation from the Employers Employer for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards Board of Directors of the EmployersEmployer. (d) The Executive’s compensation, benefits, severance and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) The Employers For all the services rendered during the Employment Term by the Employee hereunder, K-Tron shall compensate and pay the Executive for his services during the term of this Agreement at Employee a minimum base salary of $__________ per year (“Base Salary”)) at an annual rate not less than the rate in effect immediately before the date of this amendment and restatement of the Existing Agreement, which shall be payable in installments at such times as K-Tron customarily pays its other senior level executives (but in no event less often than monthly). Such Base Salary may be increased from time to time during the Employment Term in such amounts as may be mutually determined by the Boards sole discretion of the Board of Directors of K-Tron (the Employers “K-Tron Board”) or any duly authorized committee thereof, and may not any such increased salary shall thereafter be decreased without the ExecutiveEmployee’s express written consentnew Base Salary for all purposes of this Agreement. In addition to his Base Salary, the Executive The Employee shall also be entitled to receive during the term of this Agreement such bonus payments as may be determined by in the Boards of Directors sole discretion of the EmployersK-Tron Board or any duly authorized committee thereof. (b) During the term of this AgreementIn addition to such annual salary and bonus payments (if any), the Executive Employee shall be entitled to a car allowance (“Car Allowance”) of not less than $12,000 annually, which shall be earned in bi-weekly installments. The Employee shall also be entitled to an annual physical examination by a physician selected by the Employee and annual paid vacation of six weeks per year, and he shall also be entitled to participate in and receive such employee benefit plans of K-Tron as may exist from time to time on the benefits of any pension or same basis as other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and senior level executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the Employers. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereofK-Tron. (c) During In addition to the foregoing, the Employee shall be reimbursed for the premiums which he pays for (i) a term life insurance policy having a death benefit of $1,000,000, which shall be in addition to any group term life insurance which the Employee may be required to accept or may receive under any K-Tron group plan, and (ii) disability insurance providing coverage equal to $30,000 per month (or a lesser amount, if the Employee so agrees) through age 70, and he shall also be reimbursed for the estimated federal, state and local income and FICA taxes to be incurred on such reimbursements. The definition of disability shall be that the Employee is unable to perform his duties as the chief executive officer of K-Tron. K-Tron and the Employee acknowledge that the term of life and disability coverages under this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time Section 1.4(c) are satisfied by the Boards of Directors of term life insurance policy which the Employers. The Executive shall not be entitled to receive any additional compensation Employee has purchased from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the Employers. (d) The Executive’s compensation, benefits, severance and expenses shall be paid by the Corporation AXA Equitable and the Bank in QQ series Disability Income Policy which the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this AgreementEmployee has purchased from Northwestern Mutual Life.

Compensation and Benefits. (a) The Employers Employer shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 185,000 per year (“"Base Salary”"), which may be increased from time to time in such amounts as may be mutually determined by the Boards Board of Directors of the Employers and may not be decreased without the Executive’s express written consentEmployer. In addition to his Base Salary, the Executive shall be entitled to receive during a cash bonus of $10,000 payable upon the term commencement of this Agreement such bonus payments as may be determined employment by the Boards Executive and an additional cash bonus of Directors $10,000 payable six months after the commencement of employment by the EmployersExecutive, subject to the Executive remaining in the employment as President and Chief Executive Officer at such time. (b) During the term of this the Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the EmployersEmployer, including life, medical, dental and disability insurance coverage, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards Board of Directors of the EmployersEmployer; provided, however, the Employer shall provide health insurance for the benefit of the Executive commencing upon the date of this Agreement. The Employers Employer shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersEmployer. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. Notwithstanding the foregoing, nothing contained in this Agreement shall require the Executive to participate in any tax qualified or non-qualified benefit plan of the Employer. (c) During the term of this Agreement, the Employer shall obtain and maintain term life insurance for the Executive with a death benefit of at least two (2) times the Executive's Base Salary, up to a maximum benefit of $500,000, with such beneficiary as determined by the Executive. (d) During the term of this Agreement, the Employer shall provide the Executive with coverage for supplemental long-term disability insurance. (e) During the term of this Agreement, the Executive shall be entitled to four weeks of paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employersvacation. The Executive shall not be entitled to receive any additional compensation from the Employers Employer for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards Board of Directors of the EmployersEmployer. (df) The Executive’s compensationDuring the term of this Agreement, benefits, severance and expenses the Employer shall either provide the Executive with the use of an automobile comparable to that customarily provided for a chief executive officer by comparable financial institutions or a monthly cash allowance for an automobile in an amount to be paid by the Corporation and the Bank in the same proportion as the time and services actually expended mutually agreed upon by the Executive on behalf and the Employer. (g) During the term of each respective Employer; providedthis Agreement, howeverthe Employer shall pay for or reimburse the Executive's annual membership dues for his membership in the New Albany Country Club, that if New Albany, Indiana and the Jefferson Club, Louisville, Kentucky. (h) Upon commencement of employment by the Executive, the Employer agrees to grant the Executive devotes less than 10% stock options to purchase 12,000 shares of his time common stock of the Corporation ("Common Stock") pursuant to the CorporationEmployer's stock option plan. Such options shall have an exercise price equal to the fair market value of a share of Common Stock on the date of grant, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion incentive stock options under Section 422 of the Executive’s compensationCode and shall vest and become exercisable as follows: thirty-three and one-third percent (33 1/3%), benefitsor options to purchase 4,000 shares of Common Stock, severance shall vest immediately on the date of grant and expenses required the remaining options shall vest over two years at the rate of thirty-three and one-third percent (33 1/3)%, or options to be paid by purchase 4,000 shares of Common Stock, per year on the Corporation pursuant to this Agreementannual anniversary of the date of grant.

Compensation and Benefits. (a) The Employers For services rendered hereunder by the Executive, the Employer shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of Ninety thousand dollars ($__________ 90,000.00) per year (“"Base Salary”"), which may be increased from time to time in such amounts as may be mutually determined by the Boards Board of Directors of the Employers and may not be decreased without the Executive’s express written consentEmployer. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards Board of Directors of the EmployersEmployer. (b) During the term of this the Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, the 401(k) plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the EmployersEmployer, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards Board of Directors of the EmployersEmployer. In addition, the Corporation shall, to the extent they are not otherwise covered under another plan, pay for the insurance premiums for the Executive and his spouse and children under the Corporation's medical insurance plan. The Employers Employer shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers Employer and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersEmployer. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the base salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to four (4) weeks (20 working days) paid annual vacation in each calendar year to be taken and determined in accordance with the vacation policies and procedures as established from time to time by the Boards Board of Directors of the EmployersEmployer. Executive shall also be entitled to all paid holidays to which similarly situated executives and key management employees of the Corporation are entitled. The Executive shall be entitled to paid leave due to physical illness in each calendar year to be taken and determined in accordance with the policies and procedures as established from time to time by the Board of Directors. Executive shall not be entitled to receive any additional compensation from the Employers Employer for failure to take a vacation, or failure to use "sick days," nor shall the Executive be able to accumulate unused vacation or "sick" time from one year to the next, except to the extent authorized by the Boards Board of Directors of the EmployersEmployer. (d) The Executive’s compensation, benefits, severance and expenses Corporation shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by provide the Executive with secretarial and support staff and furnished offices and conference facilities in Falls Church, Virginia, and in such other location, if any, in which the Executive hereafter agrees to perform services on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts which shall be paid by consistent with the Bank. No provision contained in this Agreement shall require Executive's duties as the Bank to pay any portion President of the Executive’s compensation, benefits, severance Corporation and expenses required to be paid by sufficient for the Corporation pursuant to this Agreementefficient performance of those duties.

Compensation and Benefits. (a) The Employers Employer shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 165,000 per year effective as of April 1, 2014 (“Base Salary”), which may be increased from time to time in such amounts as may be mutually determined by the Boards Board of Directors of the Employers Employer and may not be decreased without the Executive’s express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards Board of Directors of the EmployersEmployer. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, restricted stock, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the EmployersEmployer, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards Board of Directors of the EmployersEmployer. The Employers Employer shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers Employer and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersEmployer. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards Board of Directors of the EmployersEmployer. The Executive shall not be entitled to receive any additional compensation from the Employers Employer for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards Board of Directors of the EmployersEmployer. (d) The Executive’s compensation, benefits, severance and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) The Employers IPC shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ per year (“Base Salary”), which may ) that shall be increased from time to time in such amounts as may be mutually determined by the Boards Executive, provided that such Base Salary shall not exceed $220,000 per year without the approval of the Board of Directors of the Employers and may not be decreased without the Executive’s express written consentIPC. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards Board of Directors of the EmployersIPC solely in its discretion. (b) During the term Term of this AgreementEmployment, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the EmployersCompany, to the extent commensurate with his then duties and responsibilities, responsibilities as fixed by the Boards Board of Directors of the EmployersCompany and IPC. The Employers shall not make any changes Executive will also be eligible to participate in such plans, benefits or privileges which would adversely affect and receive incentive bonus payments for exceeding pre-determined goals that may be established from time to time by the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers Board of Directors of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the Employers. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereofBank and/or IPC. (c) During the term Term of this AgreementEmployment, the Executive shall be entitled to paid annual take vacation in accordance with the policies as Bank’s established from time to time by the Boards policies, which shall in no event exceed five (5) weeks of Directors of the Employerspaid annual vacation. The Executive shall not be entitled to receive any additional compensation from the Employers Bank or IPC for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards Board of Directors of the EmployersBank or IPC. (d) The Executive’s compensation, benefits, severance and expenses shall be paid by In the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of event the Executive’s compensationemployment is terminated due to Disability, benefitsthe Bank shall provide continued life, severance medical, dental and expenses required disability in an amount and to be paid by the Corporation pursuant to this Agreementextent consistent with the Bank’s established policies.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 375,000 per year (“Base Salary”)as of the date of restatement of this Agreement, which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s express written consentconsent (hereinafter referred to as the Executive’s “Base Salary”). Such salary shall be payable in semi-monthly installments or in such other manner as determined in accordance with the Employers’ policies. In addition to his Base Salaryaddition, the Executive shall be entitled to may receive during the term of this Agreement such bonus payments when, as may be and if determined by the Boards of Directors of the Employers. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of all of the Employers’ normal employee benefit plans and arrangements in effect from time to time, including without limitation the following: any pension or other retirement benefit plan, ; profit sharing, sharing plan; stock option, option plans; employee stock ownershipownership plan; medical, or other dental (if any) and hospitalization coverage (family coverage); travel accident insurance; long-term disability income insurance; group life insurance; and thrift plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change an overall reduction in the rights level of or benefits to the Executive below the level of benefits provided to the Executive as compared with any other executive officer of the EmployersEffective Date. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a5(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards Board of Directors of the Employers, provided, however, that in no event shall the amount of annual vacation be less than six weeks per annum. The Executive paid vacation time shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall taken at such times as the Executive be able to elects in his discretion, and the Executive may accumulate unused vacation time from one year to the next, except to the extent authorized unless otherwise limited by the Boards of Directors of the Employers. The Executive shall also be entitled to all paid holidays provided by the Employers. (d) During the term of this Agreement, in keeping with past practices, the Employers shall continue to provide the Executive with an automobile leased or purchased by the Employers for the Executive. The Employers shall be responsible and shall pay for all costs of insurance coverage, repairs, maintenance and other incidental expenses, including license, fuel and oil. The Employers shall provide the Executive with a replacement automobile of a similar type as selected by the Executive at approximately the time that his present automobile reaches three years of age and approximately every three years thereafter, upon the same terms and conditions. (e) During the term of this Agreement, in keeping with past practices, the Employers shall pay the Executive’s compensationdues for membership in a country club located in the Pittsburgh metropolitan area, benefitswhich country club the Executive has the right to choose. If the costs of the club memberships are paid in the first instance by the Executive, severance and expenses the Employers shall reimburse the Executive therefor. Such reimbursement shall be paid promptly by the Corporation Employers and in any event no later than March 15 of the Bank year immediately following the year in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of which such amounts shall be costs were paid by the Bank. No provision contained in this Agreement shall require Executive. (f) In the Bank to pay any portion event of the Executive’s compensationdeath during the term of this Agreement, benefitsthe Employers shall pay to the Executive’s spouse, severance and expenses required to be paid estate, legal representative or other named beneficiaries (as directed by the Corporation pursuant Executive in writing) on a semi-monthly basis the Executive’s Base Salary at the rate in effect at the time of the Executive’s death for a period of one year from the date of death and, in addition, the Employers shall continue to provide medical, dental (if any) and hospitalization coverage (family coverage if there are dependents) until the semi-monthly payments cease. (g) In the event of termination by the Employers of the Executive’s employment based on Disability (as defined herein), the Employers shall pay the Executive a disability benefit which is equal to the Base Salary and benefits provided in Sections 5(a), (b), (d) and (e) hereof, as the same may have been increased from time to time, to the Executive at the commencement of the Executive’s total disability, reduced by the sum of (i) the amount of any benefits to which the Executive may be entitled with respect to the same period under any disability plan and (ii) the disability benefits payable under any government regulated plan, including workers’ compensation benefits. Payment of such disability benefit shall commence with the week coincident with the termination of the Executive’s employment under this AgreementAgreement and shall continue until the earlier of the Expiration Date or the Executive’s death. During any period the Executive shall be entitled to receive disability payments from the Employers, to the extent that he is physically and mentally able to do so, he shall furnish information and assistance to the Employers and, in addition, upon reasonable request in writing from time to time, he shall make himself available to the Employers to undertake reasonable assignments with the dignity, importance, and scope of his prior position and his physical and mental health.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 145,000 per year (“"Base Salary”"), which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s 's express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers, in their sole discretion. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers Bank shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers Bank and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersBank. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a4(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employers. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the Employers. d) In the event the Executive's employment is terminated due to Disability or Retirement, the Employers shall provide continued life, medical and disability coverage substantially identical to the coverage maintained by the Employers for the Executive immediately prior to his termination. Such coverage shall cease upon the expiration of the remaining term of this Agreement in the event of retirement and in three (3) years in the event of Disability. e) In the event of the Executive's death during the term of this Agreement, the Employers shall provide to the Executive's spouse and children continued medical coverage substantially identical to the coverage maintained by the Employers for the Executive immediately prior to his death for a period of no less than three (3) years. f) Notwithstanding anything to the contrary in sub-sections (d) and (e) of this Section 4, in no event will the Executive, his spouse or family be entitled to continued medical benefits from the Employers if medical benefits if said individual is eligible to receive medical benefits from an alternative source or from another employer or if said spouse and children would no longer be eligible for coverage if the Executive were still employed. g) The Executive’s 's compensation, benefits, severance benefits and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided. Any amounts received from the Corporation may be offset against the amounts due hereunder. h) During the term of the Agreement, howeverthe Employers will provide suitable office space, that if desk, chairs, filing cabinets, telephones and other usual and customary office furniture, fixtures and equipment adequate for the efficient performance of the duties assigned to the Executive. i) During the term of this Agreement, the Employers shall provide to the Executive, at the Employer's cost, all perquisites which other senior executives of the Company are generally entitled to receive, including the payment of his or her annual dues at a health and fitness center mutually acceptable to the Executive devotes less than 10% of his time to and the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this AgreementEmployer.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ [103,750] per year (“Base Salary”), which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers Corporation shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers Corporation and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersCorporation. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employers. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the Employers. (d) During the term of this Agreement, in keeping with past practices, the Employers shall continue to provide the Executive with an automobile comparable to the one currently provided to him. The Employers shall be responsible and shall pay for all costs of insurance coverage, repairs, maintenance and other incidental expenses, including license, fuel and oil. (e) The Executive’s compensation, benefits, severance and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ $223,496 per year (“"Base Salary”"), which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s 's express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers Bank shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers Bank and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersBank. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a4(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employers. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the Employers. (d) In the event the Executive's employment is terminated due to Disability or Retirement, the Employers shall provide continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the Employers for the Executive immediately prior to his termination. Such coverage shall cease upon the expiration of the remaining term of this Agreement. e) In the event of the Executive's death during the term of this Agreement, the Employers shall provide to the Executive's spouse continued medical and dental coverage substantially identical to the coverage maintained by the Employers for the Executive immediately prior to his death until such spouse attains the age of 65. f) The Executive’s 's compensation, benefits, severance benefits and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided. g) During the term of this Agreement, howeverthe Employers shall provide to the Executive, that if at the Executive devotes less than 10% Employers' cost, all perquisites which other senior executives of the Employers are generally entitled to receive, including the payment of his time or her annual dues at the Briar Ridge Country Club. h) During the term of the Agreement, the Employers will provide suitable office space, desk, chairs, filing cabinets, telephones and other usual and customary office furniture, fixtures and equipment adequate for the efficient performance of the duties assigned to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ per year (“"Base Salary”"), which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s 's express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the Employers. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employers. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the Employers. (d) In the event the Executive's employment is terminated due to Disability or Retirement, the Employers shall provide continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the Employers for the Executive immediately prior to his termination. Such coverage shall cease upon the expiration of the remaining term of this Agreement. (e) In the event of the Executive's death during the term of this Agreement, the Employers shall provide to the Executive's spouse for the life of such spouse continued medical and dental coverage substantially identical to the coverage maintained by the Employers for the Executive immediately prior to his death. (f) The Executive’s 's compensation, benefits, severance benefits and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ per year (“"Base Salary”"), which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s 's express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the Employers. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employers. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the Employers. (d) In the event the Executive's employment is terminated due to Disability or Retirement, the Employers shall provide continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the Employers for the Executive immediately prior to his termination. Such coverage shall cease upon the expiration of the remaining term of this Agreement. (e) The Executive’s 's compensation, benefits, severance benefits and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ [173,250] per year (“Base Salary”), which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers, as well as his Supplemental Executive Retirement Agreement with the Bank entered into effective as of June 9, 2009. The Employers Bank shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers Bank and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersBank. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employers. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the Employers. (d) During the term of this Agreement, in keeping with past practices, the Employers shall continue to provide the Executive with an automobile comparable to the one currently provided to him. The Employers shall be responsible and shall pay for all costs of insurance coverage, repairs, maintenance and other incidental expenses, including license, fuel and oil. (e) The Executive’s compensation, benefits, severance and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this AgreementAgreement or the agreement of even date being entered into between the Corporation and the Executive.

Compensation and Benefits. (a) The Employers Bank shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 95,000 per year (“Base Salary”), which amount may be increased from time to time in such amounts as may be mutually determined by the Boards Board of Directors of the Employers Bank and may not be decreased without the Executive’s express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards Board of Directors of the EmployersBank. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the EmployersBank, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards Board of Directors of the EmployersBank. The Employers Bank shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers Bank and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersBank. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards Board of Directors of the EmployersBank. The Executive shall not be entitled to receive any additional compensation from the Employers Bank for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards Board of Directors of the EmployersBank. (d) The Executive’s compensationDuring the term of this Agreement, benefitsin keeping with past practices, severance and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by shall continue to provide the Executive on behalf with an automobile allowance of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement$500 per month.

Compensation and Benefits. (a) The Employers Employer shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 250,000 per year (“Base Salary”), which may be increased from time to time in such amounts as may be mutually determined by the Boards Board of Directors of the Employers Employer and may not be decreased without the Executive’s express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownershipincentive, or other plans, benefits and privileges given to employees and executives of the EmployersEmployer, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards Board of Directors of the EmployersEmployer. The Employers Employer shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers Employer and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersEmployer. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards Board of Directors of the EmployersEmployer, which shall in no event be less than four weeks per annum. The Executive shall not be entitled to receive any additional compensation from the Employers Employer for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards Board of Directors of the EmployersEmployer. (d) The Executive’s compensation, benefits, severance and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 163,000 per year (“Base Salary”), which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s 's express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the Employers. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employers. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the Employers. (d) The Executive’s 's compensation, benefits, severance and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) The Employers For services rendered hereunder by the Executive, the Employer shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of Ninety thousand dollars ($__________ 90,000.00) per year (“"Base Salary”"), which may be increased from time to time in such amounts as may be mutually determined by the Boards Board of Directors of the Employers and may not be decreased without the Executive’s express written consentEmployer. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards Board of Directors of the EmployersEmployer. (b) During the term of this the Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, the 401(k) plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the EmployersEmployer, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards Board of Directors of the EmployersEmployer. In addition, the Corporation shall, to the extent they are not otherwise covered under another plan, pay for the insurance premiums for the Executive and his spouse and children under the Corporation's medical insurance plan. The Employers Employer shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers Employer and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersEmployer. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the base salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to four (4) weeks (20 working days) paid annual vacation in each calendar year to be taken and determined in accordance with the vacation policies and procedures as established from time to time by the Boards Board of Directors of the EmployersEmployer. Executive shall also be entitled to all paid holidays to which similarly situated executives and key management employees of the Corporation are entitled. The Executive shall be entitled to paid leave due to physical illness in each calendar year to be taken and determined in accordance with the policies and procedures as established from time to time by the Board of Directors. Executive shall not be entitled to receive any additional compensation from the Employers Employer for failure to take a vacation, or failure to use "sick days," nor shall the Executive be able to accumulate unused vacation or "sick" time from one year to the next, except to the extent authorized by the Boards Board of Directors of the EmployersEmployer. (d) The Executive’s compensation, benefits, severance and expenses Corporation shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by provide the Executive with secretarial and support staff and furnished offices and conference facilities in Falls Church, Virginia, and in such other location, if any, in which the Executive hereafter agrees to perform services on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts which shall be paid by consistent with the Bank. No provision contained in this Agreement shall require Executive's duties as the Bank to pay any portion President of the Executive’s compensation, benefits, severance Corporation and expenses required to be paid by sufficient for the Corporation pursuant to this Agreementefficient performance of those duties.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 186,000 per year (“"Base Salary”"), which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers Employers, and may not be decreased without the Executive’s 's express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers. (b) During the term of this the Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the Employers. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employers, which in no event shall be less than four weeks per annum. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor . Executive shall the Executive be able to accumulate unused vacation time from one year to the next, except not to the extent authorized by the Boards of Directors of the Employersexceed eight (8) weeks. (d) The During the term of this Agreement, including any renewal thereof, the Employers shall provide the Executive with a full-sized, four-door automobile for the Executive’s compensation's use, benefits, severance and expenses which automobile shall be paid by replaced during the Corporation term hereof and any renewal thereof no less frequently than every three years. The Executive may purchase the Bank in Employers-provided automobile at fair market value. (e) During the same proportion as term of this Agreement, the time and services actually expended by Employers shall provide medical coverage for the benefit of the Executive on behalf of each respective Employer; provided, however, that if and his spouse until the Executive devotes less than 10% and his spouse shall have attained the age of his time 65. In the event of the death of the Executive prior to attaining age 65, the Employers shall pay to the Corporation, all of such amounts shall be paid by Executive's spouse a monthly payment equal to the Bank. No provision contained in this Agreement shall require the Bank premium to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation continue medical coverage pursuant to this Agreementthe Consolidated Omnibus Medical Coverage Act of 1985, as amended ("COBRA") (or payment for similar coverage after the expiration of said spouse's COBRA rights) until such spouse is eligible for state or federal government subsidized medical benefits; but in no event shall such spouse be entitled to said payment after attaining age 65 or if such spouse has obtained equivalent medical coverage from another source.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 100,000.00 per year (“Base Salary”), which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the Employers. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employers. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the Employers. (d) In the event the Executive’s employment is terminated due to Disability or Retirement, the Employers shall provide continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the Employers for the Executive immediately prior to his termination. Such coverage shall cease upon the expiration of the remaining term of this Agreement. (e) The Executive’s compensation, benefits, severance benefits and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 56,000 per year (“Base Salary”)year, which may be increased from time to time in such amounts as may be mutually determined by the Boards Board of Directors of the Employers and and, except in connection with a company-wide general reduction in salaries as a result of general economic conditions, may not be decreased without the Executive’s 's express written consentconsent (hereinafter, referred to as Executive's "Base Salary"). In addition to his Base Salaryaddition, the Executive shall be entitled to may also receive during the term of this Agreement such bonus payments as may be when, as, and if determined by in the Boards sole discretion of the Board of Directors of the Employers. (b) During the term of this the Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards Board of Directors of the Employers. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the Employers. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards Board of Directors of the Employers, which shall in no event be less than four weeks per annum. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation 5 5 time from one year to the next, except to the extent authorized by the Boards Board of Directors of the Employers. (d) The In the event of termination by the Employers of the Executive’s compensation's employment because of Disability, benefitsthe Employers shall provide continued medical insurance in the Employers' health plan for the benefit of the Executive and his spouse until the Executive shall have attained the age of 65, severance and expenses such insurance shall be comparable to that which is provided to the Executive as of the date of this Agreement notwithstanding anything to the contrary in this Agreement. In the event of the Executive's death before he attains the age of 65, the Employers shall provide the Executive's spouse said medical insurance for two years from the date of the Executive's death. (e) In the event of the Executive's death during the term of this Agreement, the Executive's spouse, estate, legal representative or named beneficiaries (as directed by the Executive in writing) shall be paid by on a monthly basis the Corporation and greater of (i) the Bank death benefits which may be available under one or more policies of the Employers or (ii) the Executive's annual compensation from the Employers at the rate in the same proportion as effect at the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by 's death for a period of twelve (12) months from the Corporation pursuant to this Agreementdate of the Executive's death.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 87,600 per year (“"Base Salary”"), which may be increased from time to time in such amounts as may be mutually determined by the Boards Board of Directors of the Employers and may not be decreased without the Executive’s 's express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards Board of Directors of the Employers. (b) During the term of this the Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards Board of Directors of the Employers. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the Employers. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards Board of Directors of the Employers, which shall in no event be less than three weeks per annum. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards Board of Directors of the Employers. (d) The Executive’s compensation, benefits, severance and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 280,000 per year commencing March 1, 1997, $320,000 per year commencing March 1, 1998 and $350,000 per year commencing March 1, 1999 (“"Base Salary”"), which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s 's express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers. In that regard, for the term of the Agreement, the Executive shall be entitled to participate in a bonus plan whereby he would be potentially entitled to receive a bonus potentially equal to a maximum of 45% of his Base Salary, subject to the accomplishment of certain goals established or to be established by the Boards of Directors of the Employers. In the event that it is determined by the Boards of Directors of the Employers that, with respect to any particular fiscal year during the term of the Agreement, the Executive is expending in excess of 10% of his time on matters primarily related to the business of the Corporation, the Corporation and the Bank will pay their respective pro rata portion of the Executive's compensation with respect to such fiscal year; otherwise, the Bank shall pay all of the Executive's compensation. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers, except that the bonus arrangement set forth in Section 3(a) hereof shall be provided to the Executive in lieu of any other bonus plan or arrangement given to other employees and executives of the Employers. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the Employers. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to an annual expense allowance (exclusive of standard health benefits available to employees) not to exceed 10.0% of his Base Salary. (d) During the term of this Agreement, the Executive shall be entitled to four (4) weeks of paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employers. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor vacation and shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the Employers. (d) The Executive’s compensation, benefits, severance and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 350,000 per year (“Base Salary”)as of the date of restatement of this Agreement, which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s 's express written consentconsent (hereinafter referred to as the Executive's "Base Salary"). Such salary shall be payable in semi-monthly installments or in such other manner as determined in accordance with the Employers' policies. In addition to his Base Salaryaddition, the Executive shall be entitled to may receive during the term of this Agreement such bonus payments when, as may be and if determined by the Boards of Directors of the Employers. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of all of the Employers' normal employee benefit plans and arrangements in effect from time to time, including without limitation the following: any pension or other retirement benefit plan, ; profit sharing, sharing plan; stock option, option plans; employee stock ownershipownership plan; medical, or other dental (if any) and hospitalization coverage (family coverage); travel accident insurance; long-term disability income insurance; group life insurance; and thrift plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change an overall reduction in the rights level of or benefits to the Executive below the level of benefits provided to the Executive as compared with any other executive officer of the EmployersEffective Date. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a5(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards Board of Directors of the Employers, provided, however, that in no event shall the amount of annual vacation be less than six weeks per annum. The Executive paid vacation time shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall taken at such times as the Executive be able to elects in his discretion, and the Executive may accumulate unused vacation time from one year to the next, except to the extent authorized unless otherwise limited by the Boards of Directors of the Employers. The Executive shall also be entitled to all paid holidays provided by the Employers. (d) During the term of this Agreement, in keeping with past practices, the Employers shall continue to provide the Executive with an automobile leased or purchased by the Employers for the Executive. The Executive’s compensation, benefits, severance and expenses Employers shall be paid by responsible and shall pay for all costs of insurance coverage, repairs, maintenance and other incidental expenses, including license, fuel and oil. The Employers shall provide the Corporation and the Bank in the same proportion Executive with a replacement automobile of a similar type as the time and services actually expended selected by the Executive on behalf at approximately the time that his present automobile reaches three years of each respective Employer; providedage and approximately every three years thereafter, howeverupon the same terms and conditions. (e) During the term of this Agreement, that if in keeping with past practices, the Employers shall pay the Executive's dues for membership in a country club located in the Pittsburgh metropolitan area, which country club the Executive devotes less than 10% of his time has the right to choose. (f) In the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion event of the Executive’s compensation's death during the term of this Agreement, benefitsthe Employers shall pay to the Executive's spouse, severance and expenses required to be paid estate, legal representative or other named beneficiaries (as directed by the Corporation pursuant Executive in writing) on a semi-monthly basis the Executive's Base Salary at the rate in effect at the time of the Executive's death for a period of one year from the date of death and, in addition, the Employers shall continue to provide medical, dental (if any) and hospitalization coverage (family coverage if there are dependents) until the semi-monthly payments cease. (g) In the event of termination by the Employers of the Executive's employment based on Disability (as defined herein), the Employers shall pay the Executive a disability benefit which is equal to the Base Salary and benefits provided in Sections 5(a), (b), (d) and (e) hereof, as the same may have been increased from time to time, to the Executive at the commencement of the Executive's total disability, reduced by the sum of (i) the amount of any benefits to which the Executive may be entitled with respect to the same period under any disability plan and (ii) the disability benefits payable under any government regulated plan, including workers' compensation benefits. Payment of such disability benefit shall commence with the week coincident with the termination of the Executive's employment under this AgreementAgreement and shall continue until the earlier of the Expiration Date or the Executive's death. During any period the Executive shall be entitled to receive disability payments from the Employers, to the extent that he is physically and mentally able to do so, he shall furnish information and assistance to the Employers and, in addition, upon reasonable request in writing from time to time, he shall make himself available to the Employers to undertake reasonable assignments with the dignity, importance, and scope of his prior position and his physical and mental health.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 134,000 per year (“"Base Salary”"), which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s 's express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers. (b) During the term of this the Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers Savings Bank shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersSavings Bank. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to not less than five weeks paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employersvacation. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor vacation and shall the Executive be able to accumulate unused vacation time from one year to the next. (d) During the term of this Agreement, including any renewal thereof, the Employers shall provide the Executive with a full-sized, four-door automobile for the Executive's use, which automobile shall be replaced during the term hereof and any renewal thereof no less frequently than every three years. (e) The Employers shall provide medical insurance or reimburse the Executive for the premiums for comparable medical insurance for the benefit of the Executive and his spouse and minor children during the term of this Agreement and for a period of five years following the termination of this Agreement in accordance with Section 5 hereof, except in the case of a termination of the Executive for Cause. (f) The Employers shall pay for or reimburse Executive with respect to the extent authorized expenses incurred thereby in obtaining dental care for Executive, his spouse and his minor children up to a maximum of $2,500 per person per year, which amount may be increased from time to time as may be determined by the Boards of Directors of the Employers. (dg) During the term of this Agreement, the Employers will pay the Executive's annual membership dues at a country club of his choice in an amount up to $7,500 per year, subject to increase from time to time as may be determined by the Boards of Directors of the Employers. In addition, the Employer will pay the Executive's initiation fee at such club. (h) In the event of the Executive's death during the term of this Agreement, his spouse, estate, legal representative or named beneficiaries (as directed by the Executive in writing) shall be paid on a monthly basis the Executive's annual compensation from the Employers at the rate in effect at the time of the Executive's death for a period equal to the period then remaining under this Agreement. (i) The Executive’s 's compensation, benefits, severance benefits and expenses shall be paid by the Corporation and the Savings Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 304,460 per year (“"Base Salary”"), which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s 's express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers Bank shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers Bank and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersBank. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a4(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employers. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the Employers. (d) In the event the Executive's employment is terminated due to Disability or Retirement, the Employers shall provide continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the Employers for the Executive immediately prior to his termination. Such coverage shall cease upon the expiration of the remaining term of this Agreement. e) In the event of the Executive's death during the term of this Agreement, the Employers shall provide to the Executive's spouse continued medical and dental coverage substantially identical to the coverage maintained by the Employers for the Executive immediately prior to his death until such spouse attains the age of 65. f) The Executive’s 's compensation, benefits, severance benefits and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided. g) During the term of this Agreement, howeverthe Employers shall provide to the Executive, that if at the Executive devotes less than 10% Employers' cost, all perquisites which other senior executives of the Employers are generally entitled to receive, including the payment of his time or her annual dues at the Briar Ridge Country Club. h) During the term of the Agreement, the Employers will provide suitable office space, desk, chairs, filing cabinets, telephones and other usual and customary office furniture, fixtures and equipment adequate for the efficient performance of the duties assigned to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 304,460 per year (“"Base Salary”"), which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s 's express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers Corporation shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers Corporation and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersCorporation. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a4(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employers. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the Employers. (d) In the event the Executive's employment is terminated due to Disability or Retirement, the Employers shall provide continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the Employers for the Executive immediately prior to his termination. Such coverage such spouse attains shall cease upon the expiration of the remaining term of this Agreement. e) In the event of the Executive's death during the term of this Agreement, the Employers shall provide to the Executive's spouse continued medical and dental coverage substantially identical to the coverage maintained by the Employers for the Executive immediately prior to his death until such spouse attains the age of 65. f) The Executive’s 's compensation, benefits, severance benefits and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided. g) During the term of the Agreement, howeverthe Employers will provide suitable office space, that if desk, chairs, filing cabinets, telephones and other usual and customary office furniture, fixtures and equipment adequate for the Executive devotes less than 10% efficient performance of the duties assigned to the Executive. h) During the term of this Agreement, the Employers shall provide to the Executive, at the Employer's cost, all perquisites which other senior executives of the Company are generally entitled to receive, including the payment of his time to or her annual dues at the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this AgreementBriar Ridge Country Club.

Compensation and Benefits. (a) The Employers Employer shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 122,000 per year, which shall be increased to $129,000 per year effective January 1, 2007 (“"Base Salary”"), which may be increased from time to time in such amounts as may be mutually determined by the Boards Board of Directors of the Employers Employer and may not be decreased without the Executive’s 's express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards Board of Directors of the EmployersEmployer. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the EmployersEmployer, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards Board of Directors of the EmployersEmployer. The Employers Employer shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers Employer and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersEmployer. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards Board of Directors of the EmployersEmployer. The Executive shall not be entitled to receive any additional compensation from the Employers Employer for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards Board of Directors of the EmployersEmployer. (d) The Executive’s compensation, benefits, severance and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) The Employers shall compensate During the Employment Period, the Company will pay and pay the provide Executive as compensation for his Executive's services during the term of pursuant to this Agreement at the consideration specified and determined in accordance with this Section 3, in each case subject to all withholdings required by applicable law. a. The Company will pay Executive a minimum base salary (the “Salary”) of $__________ $ 500,000.00 per annum payable in equal bi-weekly installments, which amount shall be subject to increase at the end of the Initial Term and every third year thereafter so long as this Agreement shall be in effect. In addition, the Company will pay Executive bonus compensation (“Base SalaryAnnual Bonus”) to the extent it is awarded to him under and subject to the terms of an annual incentive bonus compensation plan or program sponsored by the Company (the “Bonus Plan”), which . b. Executive may also be increased awarded long term deferred compensation under one or more plans or programs established by the Company (including but not limited to Out-Performance Programs) or Centerline and its affiliates from time to time in such amounts as (the “Deferred Compensation Plans”) and may be mutually offered an opportunity to co-invest with Centerline and/or its subsidiaries in funds sponsored by them on such terms and conditions as shall be determined by Centerline. Amounts, if any, payable to Executive under the Boards of Directors terms of the Employers Deferred Compensation Plans shall be governed solely by the terms of the Deferred Compensation Plans and may awards made thereunder and the terms and conditions of any co-investment opportunity provided to Executive shall be established by Centerline and communicated to Executive. Executive shall be under no obligation to participate in any co-investment opportunity and such participation shall not be decreased without the a condition of nor affect in any manner Executive’s express written consent. In addition continued employment by the Company. c. The Company will pay Executive an automobile allowance of $ 1,500.00 per month, for each month Executive is employed by the Company pursuant to his Base Salary, the this Agreement. d. Executive shall be entitled to receive during the term of twenty (20) days vacation per year for each year this Agreement is in effect. All vacation shall be taken at such bonus payments times as may shall be determined agreed upon by the Boards of Directors Chief Executive Officer of the Employers. (b) During Company. In the term event of a termination of this Agreement, no amount shall be payable to the Executive for any accrued but not yet taken vacation time. Executive’s right to carry over unused vacation days to subsequent years shall be subject to and limited by Centerline’s policy regarding the carry over of unused vacation days in effect for similarly situated executives. e. Executive will be entitled to participate in any fringe benefit and other employee benefit plans and programs available to salaried employees of the Company as in effect from time to time, to the extent that Executive may be eligible to do so under the applicable provisions of the plans and programs (“Benefit Rights”). f. Executive shall be entitled to participate reimbursement of amounts incurred by him in connection with the performance by him of his duties and receive obligations hereunder in accordance with the benefits of any pension or other retirement benefit planCompany’s expense reimbursement policy (“Reimbursable Amounts”). Executive shall apply for all reimbursements for a particular calendar year not later than forty-five (45) days after it ends, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees payment shall occur not later than two and executives one-half months after the end of the Employerscalendar year to which the Reimbursable Amounts relate. g. Provided Executive is insurable at normal risk rates, to the extent commensurate Company shall provide Executive with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change term life insurance policy in the rights amount of $ 3,000,000.00 and Executive or benefits to the Executive as compared with any other executive officer of the Employers. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future his designee shall be deemed to be in lieu the owner of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive such policy and shall be entitled to paid annual vacation name the beneficiary of any insurance proceeds payable thereunder. h. The Company shall also provide Executive with supplemental long term disability insurance which will provide Executive with a full disability benefit of Fifteen Thousand Dollars ($15,000.00) per month after an exclusion period of ninety (90) days and otherwise on substantially the same terms as are set forth on the attached Exhibit C (the “Disability Coverage”). During the ninety (90) day exclusion period, the Company will pay Executive his full Salary. Disability Coverage shall be provided in accordance with a manner which is most tax advantageous to the policies as established from time to time Executive, provided Executive cooperates fully in the implementation of any reasonable plan proposed by the Boards of Directors of the Employers. The Executive shall not be entitled Company to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the Employersachieve such results. (d) The Executive’s compensation, benefits, severance and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 47,500 per year (“Base Salary”)year, which may be increased from time to time in such amounts as may be mutually determined by the Boards Board of Directors of the Employers and and, except in connection with a company-wide general reduction in salaries as a result of general economic conditions, may not be decreased without the Executive’s 's express written consentconsent (hereinafter, referred to as Executive's "Base Salary"). In addition to his Base Salaryaddition, the Executive shall be entitled to may also receive during the term of this Agreement such bonus payments as may be when, as, and if determined by in the Boards sole discretion of the Board of Directors of the Employers. (b) During the term of this the Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards Board of Directors of the Employers. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the Employers. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards Board of Directors of the Employers, which shall in no event be less than four weeks per annum. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards Board of Directors of the Employers. (d) In the event of termination by the Employers of the Executive's employment because of Disability, the Employers shall provide continued medical insurance in the Employers' health plan for the benefit of the Executive and his spouse until the Executive shall have attained the age of 65, and such insurance shall be comparable to that which is provided to the Executive as of the date of this Agreement notwithstanding anything to the contrary in this Agreement. In the event of the Executive's death before he attains the age of 65, the Employers shall provide the Executive's spouse said medical insurance for two years from the date of the Executive's death. (e) In the event of the Executive's death during the term of this Agreement, the Executive's spouse, estate, legal representative or named beneficiaries (as directed by the Executive in writing) shall be paid on a monthly basis the greater of (i) the death benefits which may be available under one or more policies of the Employers or (ii) the Executive's annual compensation from the Employers at the rate in effect at the time of the Executive's death for a period of twelve (12) months from the date of the Executive's death. (f) The Executive’s 's compensation, benefits, severance benefits and expenses which are required to be provided under this Agreement shall be paid by the Corporation and the Savings Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) 8.1 The Employers Employer shall compensate and pay to the Executive for his services during the term of this Agreement Salary at a minimum base salary the rate of $__________ 1,400,000 per year annum (“Base Salary”), which or such other sum as may be increased agreed from time to time). This will be paid in equal monthly instalments in arrears on or about the last working day of the month. The rate of Salary will normally be reviewed annually on 1st October with the first such review expected to be in October 2012. 8.2 In addition to his Salary, the Executive will be eligible to participate in such of the following incentive schemes as exist from time to time in such amounts as may be mutually determined by the Boards of Directors for senior executives of the Employers Group, subject always to their respective rules: (a) Diageo Annual Incentive Plan; (b) Diageo Senior Executive Share Option Plan; and/or (c) Diageo Performance Share Plan (The PSP Plan). The Executive’s participation in and level of any award under such plans and schemes is at the discretion of the Board. If a payment is made or an award is granted under such plan and/or schemes in any one year, this shall not give rise to a contractual entitlement to a payment or award in future years. Any awards granted under these plans will be subject to the terms and conditions of the appropriate plan from time to time. Further, the Board may not be decreased without at its discretion reduce the Executive’s express written consentparticipation in the incentive schemes at (b) and (c) above in the event that he fails to satisfy the minimum shareholding requirement (based on his salary and length of service) applicable to him which will be notified to him from time to time. 8.3 The Salary shall be inclusive of any fees to which the Executive may be entitled as a director of the Company or any Group Company. In addition The Executive agrees to his Base Salary, pay forthwith to the Company or procure that the Company is paid all such fees received by him. 8.4 Payment of the Salary to the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined made either by the Boards of Directors of Employer or by a Group Company and, if by more than one company, in such proportions as the EmployersBoard may from time to time think fit. (b) During the term of this Agreement, the Executive 8.5 The Employer shall be entitled to participate in and receive the benefits of deduct from any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the Employers. Nothing paid sum due to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term terms of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employers. The Executive shall not be entitled to receive Agreement any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the Employers. (d) The Executive’s compensation, benefits, severance and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended monies which are owed by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained Employer. 8.6 All payments described in this Agreement shall require the Bank are gross amounts. All payments and benefits described in this Agreement will be subject to pay any portion deductions of appropriate taxes and social contributions before payment is made to the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 244,800 per year (“Base Salary”), which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers Bank shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers Bank and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersBank. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employers. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the Employers. (d) In the event the Executive’s employment is terminated due to Disability or Retirement, the Employers shall provide continued life, medical and dental coverage substantially identical to the coverage maintained by the Employers for the Executive immediately prior to his termination. Such coverage shall be provided for the period otherwise remaining in the term of this Agreement but for such Disability or Retirement and thereafter shall continue if, and to the extent, provided by the Employers’ policies in existence at such time. (e) In the event of the Executive’s death during the term of this Agreement, the Employers shall provide to the Executive’s spouse for the remaining term of this Agreement continued medical and dental coverage substantially identical to the coverage maintained by the Employers for the Executive immediately prior to his death. (f) The Executive’s compensation, benefits, severance benefits and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided. (g) During the term of this Agreement, however, that if the Executive devotes less than 10% will be entitled to participate in the supplemental executive retirement plan of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of Employers established for the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreementbenefit in July 1998.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his her services during the term of this Agreement at a minimum base salary of $__________ 388,100 per year (“Base Salary”), which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s 's express written consent. In addition to his her Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his her then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers Bank shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers Bank and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersBank. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employers, which shall in no event be less than six weeks per annum. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the Employers. (d) During the term of this Agreement, in keeping with past practices, the Employers shall continue to provide the Executive with the automobile she presently drives. The Employers shall be responsible and shall pay for all costs of insurance coverage, repairs, maintenance and other incidental expenses, including license, fuel and oil. If such expenses are paid in the first instance by the Executive, the Employers shall reimburse the Executive therefor. Such reimbursement shall be paid promptly by the Employers and in any event no later than March 15 of the year immediately following the year in which such expenses were incurred. (e) In the event the Executive's employment is terminated by the Corporation due to the Executive’s Disability, Retirement or death, the Employers shall provide continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the Employers for the Executive immediately prior to her termination. The medical and dental coverage shall continue until the earlier of (a) the Executive’s death, except for coverage of any beneficiaries pursuant to Section 3(f) below, or (b) the date on which the Executive is entitled to receive benefits from a subsequent employer which are substantially similar to the medical and dental coverage provided by the Corporation. The life and disability coverage shall cease upon the earlier of the expiration of the remaining term of this Agreement or the Executive’s death. During the period that the Executive receives medical and dental coverage and/or life and disability coverage, the Executive shall pay the employee share of the costs of such coverages as if she was still an employee; provided that any insurance premiums payable by the Employers or any successors pursuant to this Section 3(e) shall be payable at such times and in such amounts as if the Executive was still an employee of the Employers, subject to any increases in such amounts imposed by the insurance company or COBRA, and the amount of insurance premiums required to be paid by the Employers in any taxable year shall not affect the amount of insurance premiums required to be paid by the Employers in any other taxable year; and provided further that if the participation of the Executive or other covered dependents in any group insurance plan is barred, the Employers shall either arrange to provide such persons with insurance benefits substantially similar to those which the Executive was entitled to receive under such group insurance plan or, if such coverage cannot be obtained, pay a lump sum cash equivalency amount within thirty (30) days following the Date of Termination based on the annualized rate of premiums being paid by the Employers as of the Date of Termination. (f) In the event of the Executive's death during the term of this Agreement, her spouse, estate, legal representative or named beneficiaries (as directed by the Executive in writing) shall be paid on a monthly basis the Executive's annual compensation from the Employers at the rate in effect at the time of the Executive's death for the remainder of the term of this Agreement, as well as the medical and dental benefits specified in Section 3(e) above to any dependents of the Executive who were covered by the Employers at the time of the Executive’s death. In the event the Executive’s employment is terminated due to Disability during the term of this Agreement, the Executive shall be paid on a monthly basis (i) the Executive’s annual compensation from the Employers at the rate in effect at the time of termination due to Disability for the remainder of the term of this Agreement, as well as the benefits specified in Section 3(e) hereof, and (ii) upon the expiration of the term of this Agreement, two-thirds (66.67%) of the Executive’s Base Salary at the time of termination due to Disability until the Executive reaches the normal retirement age of 65; provided however, there shall be deducted from the amounts paid the Executive pursuant to this Section 3(f), any amounts actually paid to the Executive pursuant to any disability insurance or similar plan or program which the Employers have instituted or may institute on behalf of the Executive or their employees for the purpose of compensating employees in the event of disability, the Social Security Act, the Workers Compensation or Occupational Disease Act, or any state disability benefit law; and provided further however, that such payments shall be delayed until the first business day of the month following the lapse of six months from the date of termination of employment if deemed necessary by the Employers to avoid the tax and interest penalties imposed by Section 409A of the Code. If the payments are delayed pursuant to the last proviso clause in the preceding sentence, then the payments that would have been provided to the Executive in the absence of such six-month delay shall be paid to the Executive on the first business day of the month following the lapse of six months from the date of termination of employment. Any insurance premiums payable by the Employers or any successors pursuant to this Section 3(f) shall be payable at such times and in such amounts as if the Executive was still an employee of the Employers, subject to any increases in such amounts imposed by the insurance company or COBRA, and the amount of insurance premiums required to be paid by the Employers in any taxable year shall not affect the amount of insurance premiums required to be paid by the Employers in any other taxable year; and provided further that if the participation of the Executive or other covered dependents in any group insurance plan is barred, the Employers shall either arrange to provide such persons with insurance benefits substantially similar to those which the Executive was entitled to receive under such group insurance plan or, if such coverage cannot be obtained, pay a lump sum cash equivalency amount within thirty (30) days following the Date of Termination based on the annualized rate of premiums being paid by the Employers as of the Date of Termination. (g) The Executive’s 's compensation, benefits, severance benefits and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 295,630.40 per year (“Base Salary”), which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, restricted stock, stock incentive, employee stock ownership, medical or dental insurance or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards Board of Directors of the Employers. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the Employers. The Association shall continue to pay 100% of the premiums for the medical and dental insurance coverage for the Executive and his spouse. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the EmployersEmployers with respect to full-time employees and executive officers. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacationvacation during a given calendar year, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the EmployersEmployers or consistent with Board approved policies related thereto. (d) During the term of this Agreement, the Associations shall continue to provide the Executive with an Association-owned automobile, with the Association to be responsible for the payment of (or reimbursement of the Executive for) all expenses associated with the use of such vehicle. including but not limited to insurance, maintenance, repairs and gas. (e) The Executive’s compensation, benefits, severance and expenses shall be paid by the Corporation and the Bank Association in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank Association to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his her services during the term of this Agreement at a minimum base salary of $__________ 538,725 per year (“Base Salary”), which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s express written consent. In addition to his her Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his her then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers Bank shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers Bank and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersBank. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employers, which shall in no event be less than six weeks per annum. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the Employers. (d) During the term of this Agreement, in keeping with past practices, the Employers shall continue to provide the Executive with the automobile she presently drives. The Employers shall be responsible and shall pay for all costs of insurance coverage, repairs, maintenance and other incidental expenses, including license, fuel and oil. If such expenses are paid in the first instance by the Executive, the Employers shall reimburse the Executive therefor. Such reimbursement shall be paid promptly by the Employers and in any event no later than March 15 of the year immediately following the year in which such expenses were incurred. (e) In the event the Executive’s employment is terminated by the Corporation due to the Executive’s Disability, Retirement or death, the Employers shall provide continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the Employers for the Executive immediately prior to her termination, in each case subject to Section 3(g) below. The medical and dental coverage shall continue until the earlier of (a) the Executive’s death, except for coverage of any beneficiaries pursuant to Section 3(f) below, or (b) the date on which the Executive is entitled to receive benefits from a subsequent employer which are substantially similar to the medical and dental coverage provided by the Corporation. The life and disability coverage shall cease upon the earlier of (i) the expiration of the remaining term of this Agreement absent such Disability or Retirement or (ii) the Executive’s death. During the period that the Executive receives medical and dental coverage and/or life and disability coverage, the Executive shall pay the employee share of the costs of such coverages as if she was still an employee; provided that any insurance premiums payable by the Employers or any successors pursuant to this Section 3(e) shall be payable at such times and in such amounts as if the Executive was still an employee of the Employers, subject to any increases in such amounts imposed by the insurance company or COBRA, and the amount of insurance premiums required to be paid by the Employers in any taxable year shall not affect the amount of insurance premiums required to be paid by the Employers in any other taxable year. (f) In the event of the Executive’s death during the term of this Agreement, her spouse, estate, legal representative or named beneficiaries (as directed by the Executive in writing) shall be paid on a monthly basis the Executive’s annual compensation from the Employers at the rate in effect at the time of the Executive’s death for the remainder of the term of this Agreement, as well as the medical and dental benefits specified in Section 3(e) above to any spouse or other dependents of the Executive who were covered by the Employers at the time of the Executive’s death, in each case subject to Section 3(g) below. In the event the Executive’s employment is terminated due to Disability during the term of this Agreement, the Executive shall be paid on a monthly basis (i) the Executive’s annual compensation from the Employers at the rate in effect at the time of termination due to Disability for the remainder of the term of this Agreement, as well as the benefits specified in Section 3(e) hereof, and (ii) upon the expiration of the term of this Agreement, two-thirds (66.67%) of the Executive’s Base Salary at the time of termination due to Disability until the Executive reaches the normal retirement age of 65; provided however, there shall be deducted from the amounts paid the Executive pursuant to this Section 3(f), any amounts actually paid to the Executive pursuant to any disability insurance or similar plan or program which the Employers have instituted or may institute on behalf of the Executive or their employees for the purpose of compensating employees in the event of disability, the Social Security Act, the Workers Compensation or Occupational Disease Act, or any state disability benefit law; and provided further however, that such payments shall be delayed until the first business day of the month following the lapse of six months from the date of termination of employment if deemed necessary by the Employers to avoid the tax and interest penalties imposed by Section 409A of the Code. If the payments are delayed pursuant to the last proviso clause in the preceding sentence, then the payments that would have been provided to the Executive in the absence of such six-month delay shall be paid to the Executive on the first business day of the month following the lapse of six months from the date of termination of employment. Any insurance premiums payable by the Employers or any successors pursuant to this Section 3(f) shall be payable at such times and in such amounts as if the Executive was still an employee of the Employers, subject to any increases in such amounts imposed by the insurance company or COBRA, and the amount of insurance premiums required to be paid by the Employers in any taxable year shall not affect the amount of insurance premiums required to be paid by the Employers in any other taxable year. (g) In the event that the continued participation of the Executive and/or her spouse or other dependents in any group insurance plan as provided in Section 3(e) or 3(f) is barred or would trigger the payment of an excise tax under Section 4980D of the Code, or during the period set forth in Section 3(e) or 3(f) any such group insurance plan is discontinued, then the Bank shall at its election either (i) arrange to provide the Executive (or her spouse and other dependents in the case of coverage under Section 3(f)) with alternative benefits substantially similar to those which the Executive (or her spouse and other dependents in the case of coverage under Section 3(f)) was entitled to receive under such group insurance plans immediately prior to the Date of Termination, provided that the alternative benefits do not trigger the payment of an excise tax under Section 4980D of the Code, or (ii) pay to the Executive (or her spouse and other dependents in the case of coverage under Section 3(f)) within 10 business days following the Date of Termination (or within 10 business days following the discontinuation of the benefits if later) a lump sum cash amount equal to the projected cost to the Bank of providing continued coverage to the Executive (or her spouse and other dependents in the case of coverage under Section 3(f)) until the projected date of the Executive’s death or the expiration of the remaining term of this Agreement as set forth in Section 3(e) or 3(f), with the projected cost to be based on the costs being incurred immediately prior to the Date of Termination (or the discontinuation of the benefits if later), as increased by 10% each year. If the time period for making the lump sum cash payment under this Section 3(g) commences in one calendar year and ends in the succeeding calendar year, then the payment shall not be paid until the succeeding calendar year. (h) The Executive’s compensation, benefits, severance benefits and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) The Employers Bank and the Corporation shall compensate and pay the Executive for his services during the term of this Agreement at a minimum aggregate base salary of $__________ 173,250 per year (“Base Salary”)) allocated in accordance with Section 3(e) hereof, which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers Bank and the Corporation and may not be decreased without the Executive’s 's express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the EmployersBank and the Corporation. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the EmployersCorporation, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards Board of Directors of the EmployersCorporation, as well as his Supplemental Executive Retirement Agreement with the Bank entered into effective as of June 9, 2009 (the “SERP”). The Employers Corporation shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers Corporation and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersCorporation. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards Board of Directors of the EmployersCorporation. The Executive shall not be entitled to receive any additional compensation from the Employers Corporation for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards Board of Directors of the EmployersCorporation. (d) During the term of this Agreement, in keeping with past practices, the Bank and the Corporation shall continue to provide the Executive with an automobile comparable to the one currently provided to him. The Bank and the Corporation shall be responsible and shall pay for all costs of insurance coverage, repairs, maintenance and other incidental expenses, including license, fuel and oil allocated in accordance with Section 3(e) hereof. (e) The Executive’s 's compensation, benefits, severance and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by Corporation and the Bank, respectively. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive As compensation for his services hereunder, Employer shall pay to Executive a base salary of $ 184,000 per year, payable in bi-weekly or semi- monthly installments. Such base salary shall be reviewed at least annually on January 1 of each year by the Board to determine whatever increase may be merited; PROVIDED, HOWEVER, that the minimum annual increase shall be the increase in the Consumer Price Index as published by the U.S. Department of Labor, Bureau of Statistics, for the period since the last annual review (or, in the case of the first such review, the date of this Agreement). (b) Executive shall participate in Centennial's management incentive program and shall be eligible to receive annual payments based upon achievement of targeted levels of performance and such other criteria as the Board of Directors of Centennial (the "Centennial Board") or an appropriate committee thereof shall establish from time to time. (c) Executive shall participate in Centennial's long-term equity incentive program and be eligible for the grant of stock options as determined by the Centennial Board or a committee thereof. (d) Executive shall participate in all retirement, welfare and other benefit plans or programs of Employer (including, at Employer's sole expense, health, dental and hospitalization insurance coverage for Executive, his spouse and dependents) now or hereafter applicable generally to employees of Employer or to a class of employees that includes senior executives of Employer; PROVIDED that during any period during the Term that Executive is subject to a Disability, and during the one-hundred-eighty (180) day period of physical or mental infirmity leading up to Executive's Disability, the amount of Executive's compensation provided under this Section 3 shall be reduced by the sum of the amounts, if any, paid to Executive for the same period under any disability benefit or pension plan of Employer or any of its subsidiaries. (e) Employer shall reimburse Executive for reasonable travel and other expenses related to Executive's duties which are incurred and accounted for in accordance with the normal practices of Employer. (f) Executive shall be entitled to and Employer shall provide for Executive's personal use access to up to $ 10,000 in the aggregate of legal, accounting or other professional advice ordinarily available to Employer which, subject to professional responsibility requirements, will be provided to Executive by Employer's primary legal counsel, accountants or other appropriate professionals. (g) Executive shall receive an automobile allowance of $500 per month during the term of this Agreement at a minimum base salary of $__________ per year (“Base Salary”), which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the Employers. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employers. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the Employers. (d) The Executive’s compensation, benefits, severance and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) The Employers Employer shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 168,300 per year (“Base Salary”), which may be increased from time to time in such amounts as may be mutually determined by the Boards Board of Directors of the Employers Employer and may not be decreased without the Executive’s express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards Board of Directors of the EmployersEmployer. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, restricted stock, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the EmployersEmployer, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards Board of Directors of the EmployersEmployer. The Employers Employer shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers Employer and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersEmployer. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards Board of Directors of the EmployersEmployer. The Executive shall not be entitled to receive any additional compensation from the Employers Employer for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards Board of Directors of the EmployersEmployer. (d) The Executive’s compensation, benefits, severance and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. As compensation for all duties to be rendered by Employee to the Company and any of its subsidiaries and affiliates, in all capacities, the Company shall pay to the Employee during the Term a minimum of the following, payable in accordance with the Company's standard payroll practice: (a) The Employers During each year of the Term, the Employee shall compensate and pay the Executive for his services during the term of this Agreement at be paid a minimum base salary at the rate of $__________ 100,000 per year. In addition, (i) during each of the first two years of the Term, the Employee shall be paid (x) a non-refundable draw (advance) at the rate of $100,000 per year (“Base Salary”payable in the same manner and time that the base salary is paid), which against "Commissions" (as hereinafter defined) that may be increased from time to time in such amounts as may be mutually determined earned by the Boards of Directors Employee, as hereinafter provided, and (y) any Commissions earned by the Employee with respect to the Company's Player Betting Stations ("PBS") installed and first put into operation in excess of the Employers minimums described in subsection 4(b) or 4(c), as the case may be; and may not be decreased without (ii) during the Executive’s express written consent. In addition to his Base Salarythird year of the Term, the Executive Employee shall be entitled to receive during the term of this Agreement such bonus payments as may be determined paid any Commissions earned by the Boards of Directors Employee in excess of the Employersminimums described subsection 4(d). (b) During the term first year of this Agreementthe Term, the Executive Employee shall be entitled paid a one-time Commission with respect to participate each PBS first installed and put into operation in and receive the benefits of any pension a casino or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives gaming establishment in the State of Nevada during said year in excess of 1,000 PBS' (the Employers, to "First Year Minimum"); provided that the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers Employee shall not make be paid a Commission with respect to any changes in such plans, benefits or privileges which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers PBS installed and does not result put into operation in a proportionately greater adverse change casino or gaming establishment owned or operated by [Circus Circus ] or any of its subsidiaries or affiliates (collectively referred to as "Circus"); and provided, further that PBS' installed and put into operation in a casino or gaming establishment owned or operated by Circus shall not count toward reaching the rights of or benefits to the Executive as compared with any other executive officer of the Employers. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof.First Year (c) During the term second year of this Agreementthe Term, the Executive Employee shall be entitled paid a one-time Commission with respect to paid annual vacation each PBS first installed and put into operation in accordance with a casino or other gaming establishment in the policies as established from time to time by the Boards State of Directors Nevada during said year in excess of the Employers. The Executive greater of (i) 1,000 or (ii) 2,000 less the number of PBS' installed and first put into operation during the first year of the Term (the "Second Year Minimum"); provided that the Employee shall not be entitled paid a Commission with respect to receive any additional compensation from PBS installed and put into operation in a casino or gaming establishment owned or operated by Circus; and provided, further that PBS' installed and put into operation in a casino or gaming establishment owned or operated by Circus shall not count toward reaching the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the EmployersSecond Year Minimum. (d) The Executive’s compensationDuring the third year of the Term, benefits, severance and expenses the Employee shall be paid by the Corporation a one-time Commission with respect to each PBS first installed and the Bank put into operation in a casino or other gaming establishment in the same proportion as State of Nevada during said year in excess of the time greater of (i) 0 or (ii) the Second Year Minimum less the number of PBS' installed and services actually expended first put into operation during the second year of the Term; provided that the Employee shall not be paid a Commission with respect to any PBS installed and put into operation in a casino or gaming establishment owned or operated by (i) if during the first year of the Term, 1,150 PBS' are installed and put into operation in Nevada, of which 250 are put into operation in casinos owned by Circus and 900 are put into operation in casinos not owned by Circus, the Executive on behalf Employee would not, during such first year, be entitled to any Commission beyond the non-refundable draw (advance); and if thereafter, during the second year of each respective Employer; providedthe Term, however, that if the Executive devotes less than 10% of his time to the Corporation1,250 additional PBS' are installed in casinos in Nevada, all of which were not owned by Circus, the Employee would be entitled to a Commission with respect to 150 PBS'. (ii) If during the first year of the Term 2,500 PBS' are installed and first put into operation, of which 1,050 are in casinos owned by Circus and 1,450 are in casinos not owned by Circus, the Employee would be entitled to a Commission with respect to 450 PBS (in addition to the $100,000 draw (advance)); if thereafter, during the second year of the Term, 550 PBS are installed in casinos not owned by Circus, the Employee would not be entitled to any Commission (although the Employee would receive the $100,000 draw (advance)). (e) If a Commission is due and payable as provided above, it shall be a one-time payment of $100 for each PBS first installed and placed in operation in a casino or other gaming establishment in the State of Nevada; provided that such amounts PBS remains in operation in the casino or other gaming establishment in which it was first installed and placed in operation for at least one year. If a PBS is placed in operation in a casino or other gaming establishment and within less than one year thereafter that PBS is removed from operation for any reason whatsoever (other than maintenance), any Commission earned by the Employee with respect thereto shall offset any Commission that may be earned by the Employee thereafter. A PBS shall be deemed to have been placed in operation after (i) it is installed in a casino or other gaming establishment in Nevada and (ii) is used in conjunction with the Company's SportXction sports wagering game for the placement of real money bets for at least one sporting event. A PBS installed and put into operation in order to replace a PBS that is removed for maintenance shall not be considered a new PBS installed and put into operation for purposes of calculating any Commission. (f) The Company and the Employee each agree to use their best efforts during each year of the Term, to maximize the number of PBS' installed and put into operation in Nevada in all casinos and gaming establishments including, but not limited to, those owned or operated by Circus. (g) If a PBS is installed and put into operation in one casino or gaming establishment and thereafter is moved to another casino or gaming establishment, it shall be counted only once for purposes of determining the Commission due or any Minimum number of PBS' installed. All Commissions earned shall be paid within 30 days after the end of the month in which the PBS with respect to which the Commission was earned was installed and placed in operation. (h) In addition, Employee shall be entitled to receive (a) such salary increases, bonuses or other incentive compensation as may be approved by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion Board of Directors; (b) two weeks vacation during each year of the Executive’s compensationTerm; (c) such health insurance as the Company may from time to time provide to its other employees; (d) such life insurance, benefitsif any, severance as the Company may from time to time provide to all other employees; and expenses (e) such other fringe benefits as the Company may from time to time provide to all other employees. (i) During the Term the Employee shall be required to be paid by the Corporation pursuant to this Agreementmaintain his principal residence in Las Vegas, Nevada.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his her services during the term of this Agreement at a minimum base salary of $__________ 327,200 per year (“"Base Salary”"), which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s 's express written consent. In addition to his her Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his her then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers Corporation shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers Corporation and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersCorporation. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employers, which shall in no event be less than five weeks per annum. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the Employers. (d) During the term of this Agreement, in keeping with past practices, the Employers shall continue to provide the Executive with the automobile she presently drives. The Employers shall be responsible and shall pay for all costs of insurance coverage, repairs, maintenance and other incidental expenses, including license, fuel and oil. (e) In the event the Executive's employment is terminated by the Corporation for any reason other than Cause, the Employers shall provide continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the Employers for the Executive immediately prior to her termination. The medical and dental coverage shall continue until the earlier of (a) the Executive's death or (b) the date on which the Executive is entitled to receive benefits from a subsequent employer which are substantially similar to the medical and dental coverage provided by the Corporation. The life and disability coverage shall cease upon the expiration of the remaining term of this Agreement. During the period that the Executive receives medical and dental coverage and/or life and disability coverage, the Executive shall pay the employee share of the costs of such coverages as if she was still an employee. (f) In the event of the Executive's death during the term of this Agreement, her spouse, estate, legal representative or named beneficiaries (as directed by the Executive in writing) shall be paid on a monthly basis the Executive's annual compensation from the Employers at the rate in effect at the time of the Executive's death for the remainder of the term of this Agreement, as well as the benefits specified in Section 3(e) hereof. In the event the Executive is terminated due to Disability during the term of this Agreement, the Executive shall be paid on a monthly basis (i) the Executive's annual compensation from the Employers at the rate in effect at the time of termination due to Disability for the remainder of the term of this Agreement, as well as the benefits specified in Section 3(e) hereof, and (ii) upon the expiration of the term of this Agreement, two-thirds (66.67%) of the Executive's Base Salary at the time of termination due to Disability until the Executive reaches the normal retirement age of 65; provided however, there shall be deducted from the amounts paid the Executive pursuant to this Section 3(f), any amounts actually paid to the Executive pursuant to any disability insurance or similar plan or program which the Employers have instituted or may institute on behalf of the Executive or its employees for the purpose of compensating employees in the event of disability, the Social Security Act, the Workers Compensation or Occupational Disease Act or any state disability benefit law. (g) The Executive’s 's compensation, benefits, severance benefits and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 262,000 per year (“Base Salary”)year, which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s 's express written consentconsent (hereinafter referred to as the Executive's "Base Salary"). Such salary shall be payable in semi-monthly installments or in such other manner as determined in accordance with the Employers' policies. In addition to his Base Salaryaddition, the Executive shall be entitled to may receive during the term of this Agreement such bonus payments when, as may be and if determined by the Boards of Directors of the Employers. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of all of the Employers' normal employee benefit plans and arrangements in effect from time to time, including without limitation the following: any pension or other retirement benefit plan, ; profit sharing, sharing plan; stock option, option plans; employee stock ownershipownership plan; medical, or other dental (if any) and hospitalization coverage (family coverage); travel accident insurance; long-term disability income insurance; group life insurance; and thrift plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change an overall reduction in the rights level of or benefits to the Executive below the level of benefits provided to the Executive as compared with any other executive officer of the EmployersEffective Date. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a5(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards Board of Directors of the Employers, which shall in no event be less than four weeks per annum. The Executive paid vacation time shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall taken at such times as the Executive be able to elects in his discretion, and the Executive may accumulate unused vacation time from one year to the next, except to the extent authorized unless otherwise limited by the Boards of Directors of the Employers. The Executive shall also be entitled to all paid holidays provided by the Employers. (d) During the term of this Agreement, in keeping with past practices, the Employers shall continue to provide the Executive with an automobile leased or purchased by the Employers for the Executive. The Executive’s compensation, benefits, severance and expenses Employers shall be paid by responsible and shall pay for all costs of insurance coverage, repairs, maintenance and other incidental expenses, including license, fuel and oil. The Employers shall provide the Corporation and the Bank in the same proportion Executive with a replacement automobile of a similar type as the time and services actually expended selected by the Executive on behalf at approximately the time that his present automobile reaches three years of each respective Employer; providedage and approximately every three years thereafter, howeverupon the same terms and conditions. (e) During the term of this Agreement, that if in keeping with past practices, the Employers shall pay the Executive's dues for membership in a country club located in the Pittsburgh metropolitan area, which country club the Executive devotes less than 10% of his time has the right to choose. (f) In the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion event of the Executive’s compensation's death during the term of this Agreement, benefitsthe Employers shall pay to the Executive's spouse, severance and expenses required to be paid estate, legal representative or other named beneficiaries (as directed by the Corporation pursuant Executive in writing) on a semi-monthly basis the Executive's Base Salary at the rate in effect at the time of the Executive's death for a period of one year from the date of death and, in addition, the Employers shall continue to provide medical, dental (if any) and hospitalization coverage (family coverage if there are dependents) until the semi-monthly payments cease. (g) In the event of termination by the Employers of the Executive's employment based on Disability (as defined herein), the Employers shall pay the Executive a disability benefit which is equal to the Base Salary and benefits provided in Sections 5(a), (b), (d) and (e) hereof, as the same may have been increased from time to time, to the Executive at the commencement of the Executive's total disability, reduced by the sum of (i) the amount of any benefits to which the Executive may be entitled with respect to the same period under any disability plan and (ii) the disability benefits payable under any government regulated plan, including workers' compensation benefits. Payment of such disability benefit shall commence with the week coincident with the termination of the Executive's employment under this AgreementAgreement and shall continue until the earlier of the Expiration Date or the Executive's death. During any period the Executive shall be entitled to receive disability payments from the Employers, to the extent that he is physically and mentally able to do so, he shall furnish information and assistance to the Employers and, in addition, upon reasonable request in writing from time to time, he shall make himself available to the Employers to undertake reasonable assignments with the dignity, importance, and scope of his prior position and his physical and mental health.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 129,600 per year (“Base Salary”)year, which may be increased from time to time in such amounts as may be mutually determined by the Boards Board of Directors of the Employers and may not be decreased without the Executive’s 's express written consentconsent (hereinafter, referred to as Executive's "Base Salary"). In addition to his Base Salaryaddition, the Executive shall be entitled to may receive during the term of this Agreement such bonus payments as may be when, as, and if determined by in the Boards sole discretion of the Board of Directors of the Employers. (b) During the term of this the Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards Board of Directors of the Employers. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the Employers. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards Board of Directors of the Employers, which shall in no event be less than two weeks per annum. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards Board of Directors of the Employers. (d) The In the event of termination by the Employers of the Executive’s compensation's employment based on Disability (as defined herein): (A) the Executive shall continue to receive on a monthly basis, benefitsthe Executive's annual compensation from the Employers at the rate in effect at the time of such termination for a period of twelve (12) months, severance and (B) the Employers shall provide continued medical insurance for the benefit of the Executive and expenses his spouse until the Executive shall have attained the age of 65, and such insurance shall be comparable to that which is provided to the Executive as of the date of this Agreement notwithstanding anything to the contrary in this Agreement; provided further, in the event of the death of the Executive prior to the Executive attaining age 65, the Employers shall provide said medical insurance for the benefit of the Executive's spouse until the Executive's spouse attains the age of 65. (e) In the event of the Executive's death during the term of this Agreement, his spouse, estate, legal representative or named beneficiaries (as directed by the Executive in writing) shall be paid by on a monthly basis the Corporation and Executive's annual compensation from the Bank Employers at the rate in the same proportion as effect at the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation's death for a period of twelve (12) months from the date of the Executive's death. (f) The Executive shall receive the use, benefitsduring the term of this Agreement, severance of an automobile of the make, year and expenses required to be paid model customarily furnished by the Corporation pursuant Savings Bank to this Agreementexecutive officers. Executive shall have use of the automobile, and replacements thereof, at no cost and the Employers shall provide for all insurance maintenance, operating expenses and fuel.

Compensation and Benefits. (a) The Employers For all the services rendered during the Employment Term by the Employee hereunder, AMREP shall compensate and pay the Executive for his services during the term of this Agreement at Employee a minimum base salary of $__________ per year (“Base Salary”)) at an annual rate not less than the rate in effect immediately before the date of this Agreement, which shall be payable in installments at such times as AMREP customarily pays its other senior level executives (but in no event less often than monthly). Such Base Salary may be increased from time to time during the Employment Term in such amounts as may be mutually determined by the Boards sole discretion of the Board of Directors of AMREP (the Employers “AMREP Board”) or any duly authorized committee thereof, and may not any such increased salary shall thereafter be decreased without the ExecutiveEmployee’s express written consentnew Base Salary for all purposes of this Agreement. In addition to his Base Salary, the Executive The Employee shall also be entitled to receive during the term of this Agreement such bonus payments as may be determined by and other compensation in the Boards of Directors sole discretion of the EmployersAMREP Board or any duly authorized committee thereof. (b) During The Employee shall also be entitled to an annual paid vacation of three weeks per calendar year and annual paid-time-off of two weeks per calendar year; any unused vacation or paid-time-off during a calendar year shall be carried over and available for use as permitted pursuant to the term policies of this Agreement, AMREP as may exist from time to time on the Executive same basis as other senior level executives of AMREP. The Employee shall also be entitled to participate in and receive such employee benefit plans of AMREP as may exist from time to time on the benefits of any pension or same basis as other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and senior level executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersAMREP. Nothing paid to the Executive under in this Agreement shall preclude AMREP from terminating or amending any employee benefit plan or arrangement presently in effect or made available in the future shall be deemed program (excluding this Agreement) from time to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereoftime. (c) During On the term of this Agreementdate hereof, the Executive shall Compensation and Human Resources Committee of the AMREP Board has granted the Employee an option to purchase 50,000 shares of AMREP common stock, with an exercise price equal to the fair market value of the AMREP stock on the date of grant and subject to the terms of the nonqualified stock option grant agreement in the form attached as Exhibit A, to be entitled to paid annual vacation in accordance with the policies as established from time to time executed by the Boards of Directors of the Employers. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the Employersparties. (d) The Executive’s compensation, benefits, severance and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services 2.1 Employee's base salary during the term Term shall be $565,000 (Five Hundred Sixty-Five Thousand Dollars) per annum which shall be paid in accordance with the Employer's standard payroll practice. Employee's base salary shall be reviewed annually by the CEO and the Compensation Committee of this Agreement at a the Board of Directors (the "Compensation Committee") or the Board of Directors and may be increased, in the Compensation Committee's or Board of Directors' sole discretion, from time to time. Such increased base salary shall become the minimum base salary of $__________ per year (“Base Salary”), which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers under this Agreement and may not be decreased thereafter without the Executive’s express written consent. In addition consent of Employee unless otherwise permitted by this Agreement. 2.2 During the Term, Employee shall participate in a bonus plan pursuant to his Base Salarywhich an annual bonus, the Executive if earned, shall be entitled paid to receive during the term of this Agreement such bonus payments as may Employee in an amount to be determined by the Boards Compensation Committee or the Board of Directors Directors, which annual bonus opportunity shall have a threshold opportunity of 45% of Employee's then current Base Salary, a target opportunity of 90% of Employee's then current base salary (the "Target Bonus"), with a maximum bonus opportunity of 180% of Employee's then current base salary. Payment of the Employers. (b) During the term of this Agreementbonus, the Executive if any, shall be entitled made at the same time as bonuses are paid to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all senior executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the Employers. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as applicable plan terms and shall be based on parameters, including, without limitation, performance goals applicable to Employee, and such parameters shall be approved by the Compensation Committee or Board of Directors. 2.3 During the Term, Employee shall participate in Alpha's long-term incentive plans, including its equity incentive plans, on the terms established from time to time by the Boards Compensation Committee or the Board of Directors Directors. 2.4 During the Term, in the event of the Employers. The Executive a Change in Control (as defined below), Employee shall not be entitled to receive any additional compensation from a lump sum cash payment equal to a pro rata Target Bonus for the Employers for failure to take a vacationyear in which the Change in Control occurs, nor which shall be based on the Executive be able to accumulate unused vacation time from one portion of such year that Employee was employed by Employer prior to the nexteffective date of the Change in Control. Such payment, except if any, shall be made no later than 60 days after the effective date of the Change in Control. 2.5 The Employee shall be entitled to at least four (4) weeks paid vacation in each calendar year, or such greater amount of vacation as may be determined in accordance with Employer's vacation policy as in effect from time to time. The Employee shall also be entitled to all paid holidays given by Employer to its executives. 2.6 During the Term, Employer shall pay or reimburse Employee for all actual, reasonable and customary expenses incurred by Employee in the course of his employment; provided that such expenses are incurred and accounted for in accordance with Employer's applicable policies and procedures. 2.7 While employed by Employer, Employee shall be allowed to participate, on the same basis generally as other employees of Employer, in all general employee benefit plans and programs, including improvements or modifications of the same, which on the Effective Date or thereafter are made available by Employer to all or substantially all of Employer's similarly situated employees. Such benefits, plans, and programs may include, without limitation, medical, health, and dental care, life insurance, disability protection, qualified and non-qualified retirement plans, retiree medical plans and stock option and stock grant programs, if any. Except as specifically provided in this Agreement, nothing in this Agreement is to be construed or interpreted to increase or alter in any way the rights, participation, coverage, or benefits under such benefit plans or programs than provided to similarly situated employees pursuant to the extent authorized by the Boards terms and conditions of Directors of the Employerssuch benefit plans and programs. (d) The Executive’s 2.8 Notwithstanding anything to the contrary in this Agreement, it is specifically understood and agreed that Employer shall not be obligated to institute, maintain, or refrain from changing, amending, or discontinuing any incentive, employee benefit or stock or stock option program or plan, so long as such actions are similarly applicable to covered employees generally. 2.9 Employer shall withhold from any compensation, benefits, severance and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such or amounts shall be paid by the Bank. No provision contained in payable under this Agreement shall require the Bank to pay any portion of the Executive’s compensationall federal, benefitsstate, severance and expenses city, or other taxes as may be required to be paid by the Corporation pursuant to this Agreementany law or governmental regulation or ruling.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 140,400 per year (“"Base Salary”"), which may be increased from time to time in such amounts as may be mutually determined by the Boards Board of Directors of the Employers and may not be decreased without the Executive’s 's express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards Board of Directors of the Employers. (b) During the term of this the Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards Board of Directors of the Employers. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the Employers. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards Board of Directors of the Employers, which shall in no event be less than five weeks per annum. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards Board of Directors of the Employers. (d) The Executive’s compensation, benefits, severance and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) The Employers Employer shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 54,500 per year (“Base Salary”)year, which may be increased from time to time in such amounts as may be mutually determined by the Boards Board of Directors of the Employers and Employer and, except in connection with a company-wide general reduction in salaries as a result of general economic conditions, may not be decreased without the Executive’s 's express written consentconsent (hereinafter, referred to as Executive's "Base Salary"). In addition to his Base Salaryaddition, the Executive shall be entitled to may also receive during the term of this Agreement such bonus payments as may be when, as, and if determined by in the Boards sole discretion of the Board of Directors of the EmployersEmployer. (b) During the term of this the Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the EmployersEmployer and the Corporation, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards Board of Directors of the EmployersEmployer. The Employers Employer shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers Employer and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersEmployer. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards Board of Directors of the EmployersEmployer, which shall in no event be less than four weeks per annum. The Executive shall not be entitled to receive any additional compensation from the Employers Employer for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation 5 5 time from one year to the next, except to the extent authorized by the Boards Board of Directors of the EmployersEmployer. (d) The In the event of termination by the Employer of the Executive’s compensation's employment because of Disability, benefitsthe Employer shall provide continued medical insurance in the Employer's health plan for the benefit of the Executive and his spouse until the Executive shall have attained the age of 65, severance and expenses such insurance shall be comparable to that which is provided to the Executive as of the date of this Agreement notwithstanding anything to the contrary in this Agreement. In the event of the Executive's death before he attains the age of 65, the Employer shall provide the Executive's spouse said medical insurance for two years from the date of the Executive's death. (e) In the event of the Executive's death during the term of this Agreement, the Executive's spouse, estate, legal representative or named beneficiaries (as directed by the Executive in writing) shall be paid by on a monthly basis the Corporation and greater of (i) the Bank death benefits which may be available under one or more policies of the Employer or (ii) the Executive's annual compensation from the Employer at the rate in the same proportion as effect at the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by 's death for a period of twelve (12) months from the Corporation pursuant to this Agreementdate of the Executive's death.

Compensation and Benefits. (a) The Employers Employer shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 138,000 per year, which shall be increased to $142,300 per year effective January 1, 2007 (“"Base Salary”"), which may be increased from time to time in such amounts as may be mutually determined by the Boards Board of Directors of the Employers Employer and may not be decreased without the Executive’s 's express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards Board of Directors of the EmployersEmployer. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the EmployersEmployer, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards Board of Directors of the EmployersEmployer. The Employers Employer shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers Employer and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersEmployer. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards Board of Directors of the EmployersEmployer. The Executive shall not be entitled to receive any additional compensation from the Employers Employer for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards Board of Directors of the EmployersEmployer. (d) The Executive’s compensation, benefits, severance and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 548,000 per year (“"Base Salary”"), which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s 's express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers. (b) During the term of this the Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers Corporation shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers Corporation and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersCorporation. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employers, which shall in no event be less than four weeks per annum. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the Employers. (d) During the term of this Agreement, in keeping with past practices, the Employers shall continue to provide the Executive with the automobile he presently drives. The Employers shall be responsible and shall pay for all costs of insurance coverage, repairs, maintenance and other incidental expenses, including license, fuel and oil. The Employers shall provide the Executive with a replacement automobile of a similar type as selected by the Executive at approximately the time that his present automobile reaches (3) years of age and approximately every three (3) years thereafter, upon the same terms and conditions. (e) During the term of this Agreement, in keeping with past practices, the Employers shall pay the Executive's annual membership dues at (2) two clubs of his choice. (f) The Employers shall provide continued medical insurance in the Employers' health plan for the benefit of the Executive and his spouse until the Executive shall have attained the age of 70, whether or not the Executive is employed full time by the Employers, and such insurance shall be comparable to that which is provided to the Executive as of the date of this Agreement notwithstanding anything to the contrary in this Agreement and regardless of whether the Executive is eligible to participate in the Employers' health plan. In the event of the Executive's death before he attains the age of 70, the Employers shall provide the Executive's spouse continued medical insurance in the Employers' health plan comparable to that which is being provided to the Executive's spouse at such time for three years from the date of the Executive's death. (g) In the event of the Executive's death during the term of this Agreement or if the Executive is terminated due to Disability, his spouse, estate, legal representative or named beneficiaries (as directed by the Executive in writing) shall be paid on a monthly basis the Executive's annual compensation from the Employers at the rate in effect at the time of the Executive's death or termination due to Disability for the remainder of the term of this Agreement. (h) The Executive’s 's compensation, benefits, severance benefits and expenses shall be paid by the Corporation and the Bank Association in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) The Employers Employer shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 107,500 per year (“"Base Salary”"), which may be increased from time to time in such amounts as may be mutually determined by the Boards Board of Directors of the Employers Employer and may not be decreased without the Executive’s 's express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards Board of Directors of the EmployersEmployer. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, management recognition, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the EmployersEmployer, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards Board of Directors of the EmployersEmployer. The Employers Employer shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers Employer and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersEmployer. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards Board of Directors of the EmployersEmployer. The Executive shall not be entitled to receive any additional compensation from the Employers Employer for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards Board of Directors of the EmployersEmployer. (d) The In the event the Executive’s compensation's employment is terminated due to Disability or Retirement, benefitsthe Employer shall provide continued life, severance medical, dental and expenses shall be paid disability coverage substantially identical to the coverage maintained by the Corporation and the Bank in the same proportion as the time and services actually expended by Employer for the Executive on behalf of each respective Employer; provided, however, that if immediately prior to his termination. Such coverage shall cease upon the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion expiration of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to remaining term of this Agreement.

Compensation and Benefits. (a) The Employers As of the date of this Agreement, the Employer shall compensate and pay the Executive for his services during the term of this Agreement at a minimum an annual base salary rate of $__________ per year (“Base Salary”), which may 275,000.00. The salary will be increased from time to time paid in such amounts as may be mutually determined by accordance with the Boards of Directors of the Employers and may not be decreased without Bank’s standard payroll procedures. The Board shall evaluate the Executive’s express written consent. In addition to his Base Salary, performance at least annually and may increase the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the EmployersExecutive’s base salary if it determines in its sole discretion that an increase is appropriate. (b) During The Executive shall be eligible each year to receive a cash bonus equaling up to 40% of his annual base salary if the term Employer achieves certain performance levels established from time to time by the Board or its authorized designee. Any bonus payment made pursuant to this Section 3(b) shall be made in accordance with the terms of the plan pursuant to which the bonus is paid, but in any event within 70 days after the previous year end for which the bonus was earned by the Executive and became a payable of the Employer. (c) In addition to the benefits specifically described in this Agreement, the Executive shall be entitled eligible to participate in and receive the benefits of any pension all retirement, welfare, health or other retirement benefit plan, profit sharing, stock option, employee stock ownership, benefits plans or other plans, benefits and privileges given programs of the Employer now or hereafter applicable generally to employees and of the Employer or to a class of employees that includes senior executives of the Employers, Employer. The parties agree that the benefits stated in this Section 3(c) shall be subject to the extent commensurate with his then duties and responsibilities, as fixed by the Boards terms of Directors such plans or programs applicable generally to employees of the Employers. The Employers shall not make any changes in such plans, benefits Employer or privileges which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers class of employees that includes senior executives of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the Employers. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employers. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the EmployersEmployer. (d) The Employer shall reimburse the Executive for reasonable and necessary travel, mobile cellular and data plans, and other business expenses related to the Executive’s compensationduties in accordance with the Employer’s business expense reimbursement policy; provided however that the Executive shall, benefitsas a condition of any such reimbursement, severance submit verification of the nature and amount of such expenses in accordance with such reimbursement policies and in sufficient detail to comply with rules and regulations promulgated by the United States Treasury Department. In addition, the Employer shall reimburse the Executive for educational expenses related to the Executive’s professional development and for membership in professional and civic organizations to the extent such activities are consistent with the Employer’s strategic objectives. All expenses eligible for reimbursements described in this Agreement must be incurred by the Executive during the term of the Executive’s employment with Employer to be eligible for reimbursement. The amount of reimbursable expenses incurred, and the amount of in-kind benefits provided, in one taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other taxable year. Each category of reimbursement shall be paid by as soon as administratively practicable and in accordance with the Corporation Employer’s reimbursement policy in effect, but in no event shall any such reimbursement be paid after the last day of the calendar year following the calendar year in which the expense was incurred. Neither rights to reimbursement nor in-kind benefits are subject to liquidation or exchanges for other benefits. (e) The Bank and the Bank in the same proportion as the time and services actually expended by Company shall apportion any payments or benefits paid to the Executive on behalf of each respective Employerpursuant to this Agreement among themselves as they may agree from time to time; provided, however, that if they must satisfy in full all such obligations in a timely manner as set forth in this Agreement regardless of any agreed-upon apportionment. Executive’s receipt of satisfaction in full of any such obligation from the Company or the Bank shall extinguish the obligations of the other with respect to such obligation. (f) The Executive agrees to repay any compensation previously paid to the Executive devotes less than 10% under this Agreement that is required to be recovered under any applicable law (including any rule of his time any exchange or service through which the securities of the Bank or the Company are then traded), including, but not limited to, the following circumstances: (i) where such compensation constitutes “excessive compensation” within the meaning of 12 C.F.R. Part 364, Appendix A; (ii) where the Executive has committed, is substantially responsible for, or has violated, the respective acts, omissions, conditions, or offenses outlined under 12 C.F.R. Section 359.4(a)(4); and (iii) if, while the Executive is also a senior executive officer of the Bank, the Bank becomes, and for so long as the Bank remains, subject to the Corporationprovisions of 12 U.S.C. Section 1831o(f), all where such compensation, when paid, exceeds the restrictions imposed on the senior executive officers of such amounts shall an institution. The Executive agrees to return within sixty (60) days, or within any earlier timeframe required by applicable law, any such compensation properly identified by the Company or the Bank by written notice. If the Executive fails to return such compensation within the applicable time period, the Executive agrees that the amount of such compensation may be paid deducted from any and all other compensation owed to the Executive by the Company or the Bank. No provision contained The provisions of this subsection shall be modified to the extent, and remain in this Agreement shall require effect for the Bank to pay any portion of the Executive’s compensationperiod, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreementapplicable law.

Compensation and Benefits. (a) The Employers Employer shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 100,000 per year (“Base Salary”)year, which may be increased from time to time in such amounts as may be mutually determined by the Boards Board of Directors of the Employers and Employer and, except in connection with a company-wide general reduction in salaries as a result of general economic conditions, may not be decreased without the Executive’s 's express written consentconsent (hereinafter, referred to as Executive's "Base Salary"). In addition to his Base Salaryaddition, the Executive shall be entitled to may also receive during the term of this Agreement such bonus payments as may be when, as, and if determined by in the Boards sole discretion of the Board of Directors of the EmployersEmployer. (b) During the term of this the Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the EmployersEmployer and the Corporation, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards Board of Directors of the EmployersEmployer. The Employers Employer shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers Employer and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersEmployer. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards Board of Directors of the EmployersEmployer, which shall in no event be less than three weeks per annum. The Executive shall not be entitled to receive any additional compensation from the Employers Employer for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards Board of Directors of the EmployersEmployer. (d) The In the event of termination by the Employer of the Executive’s compensation's employment because of Disability, benefitsthe Employer shall provide continued medical insurance in the Employer's health plan for the benefit of the Executive and his spouse until the Executive shall have attained the age of 65, severance and expenses such insurance shall be comparable to that which is provided to the Executive as of the date of this Agreement notwithstanding anything to the contrary in this Agreement. In the event of the Executive's death before he attains the age of 65, the Employer shall provide the Executive's spouse said medical insurance for two years from the date of the Executive's death. (e) In the event of the Executive's death during the term of this Agreement, the Executive's spouse, estate, legal representative or named beneficiaries (as directed by the Executive in writing) shall be paid by on a monthly basis the Corporation and greater of (i) the Bank death benefits which may be available under one or more life insurance policies of the Employer or (ii) the Executive's annual compensation from the Employer at the rate in the same proportion as effect at the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by 's death for a period of twelve (12) months from the Corporation pursuant to this Agreementdate of the Executive's death.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive 2.1 As compensation for his services during the term of this Agreement at a minimum to Employer, Employer, through its wholly-owned subsidiary, Emrise Electronics, Ltd. ("Emrise Electronics"), shall pay to Executive an annual base salary of $__________ per year (“Base pound)152,800 during the first 12-month period that this Agreement is in effect, payable in equal semimonthly payments in accordance with the Employer's regular payroll policy for salaried employees (the "Salary”"). Thereafter, which may be increased the Compensation Committee (the "Compensation Committee") of the Board of Directors of Employer (the "Board") shall perform an annual review of the Executive's Salary based on a review of Executive's performance of his duties prepared by Employer's President and Chief Executive Officer and Employer's other compensation policies. The Compensation Committee may, at its sole discretion, increase (but not decrease) the Salary at any time, and from time to time time, after the first 12-month period that this Agreement is in such amounts as may effect. In addition, Executive shall be mutually eligible for an incentive bonus ("Incentive Bonus"), payable no later than the date Employer's Form 10-K for the previous fiscal year is filed with the Securities and Exchange Commission based on criteria determined by the Boards Compensation Committee, at its sole discretion. 2.2 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of Directors his services and duties hereunder (including, without limitation, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the Employers and may not be decreased without the Executive’s express written consent. In addition to his Base Salaryexpenditure, the Executive shall be entitled to receive during the term of this Agreement reimbursed for such bonus payments as may be determined by the Boards of Directors of the Employerscosts and expenses in accordance with Employer's normal expense reimbursement policy. (b) During the term of this Agreement, the 2.3 Executive shall be entitled to participate in the medical (including hospitalization), dental, life and receive disability insurance plans, to the benefits extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive and his dependents to be paid by Employer, subject to customary employee contributions. 2.4 Executive shall have the right to participate in any pension or other retirement benefit planadditional compensation, profit sharingbenefit, pension, stock option, employee stock ownershippurchase, 401(k) or other plans, benefits and privileges given to employees and executives plan or arrangement of Employer now or hereafter existing for the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards benefit of Directors of the Employers. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all other senior executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the Employers. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereofEmployer. (c) During the term of this Agreement, the 2.5 Executive shall be entitled to twenty-five (25) working days' paid annual vacation in accordance with each calendar year in addition to public holidays in the policies as established from time to time by the Boards of Directors of the EmployersUnited Kingdom. The Executive shall not also be entitled to receive any additional compensation from other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Employers for failure Board. Executive shall be entitled to take a vacation, nor shall the Executive be able to accumulate unused accrue vacation time from for one year to year. If he does not take the nextaccrued vacation during the next year, except to the extent authorized by the Boards of Directors of the Employers. (d) The Executive’s compensation, benefits, severance and expenses he shall be paid by for the Corporation and the Bank unused vacation at his Salary rate then in effect. 2.6 Executive shall be provided a monthly car allowance in the same proportion as the time and services actually expended by the Executive on behalf amount of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreementat least (pound)460.00.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 125,000 per year (“"Base Salary”"), which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s 's express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the Employers. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employers. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the Employers. (d) In the event the Executive's employment is terminated due to Disability or Retirement, the Employers shall provide continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the Employers for the Executive immediately prior to his termination. Such coverage shall cease upon the expiration of the remaining term of this Agreement. (e) The Executive’s 's compensation, benefits, severance benefits and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 241,210 per year (“"Base Salary”"), which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s 's express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, restricted stock grant plan, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the Employers. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employers. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the Employers. (d) The Executive’s compensation, benefits, severance and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his her services during the term of this Agreement at a minimum base salary of $__________ 327,200 per year (“"Base Salary”"), which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s 's express written consent. In addition to his her Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his her then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers Bank shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers Bank and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersBank. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employers, which shall in no event be less than five weeks per annum. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the Employers. (d) During the term of this Agreement, in keeping with past practices, the Employers shall continue to provide the Executive with the automobile she presently drives. The Employers shall be responsible and shall pay for all costs of insurance coverage, repairs, maintenance and other incidental expenses, including license, fuel and oil. (e) In the event the Executive's employment is terminated by the Corporation for any reason other than Cause, the Employers shall provide continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the Employers for the Executive immediately prior to her termination. The medical and dental coverage shall continue until the earlier of (a) the Executive's death or (b) the date on which the Executive is entitled to receive benefits from a subsequent employer which are substantially similar to the medical and dental coverage provided by the Corporation. The life and disability coverage shall cease upon the expiration of the remaining term of this Agreement. During the period that the Executive receives medical and dental coverage and/or life and disability coverage, the Executive shall pay the employee share of the costs of such coverages as if she was still an employee. (f) In the event of the Executive's death during the term of this Agreement, her spouse, estate, legal representative or named beneficiaries (as directed by the Executive in writing) shall be paid on a monthly basis the Executive's annual compensation from the Employers at the rate in effect at the time of the Executive's death for the remainder of the term of this Agreement, as well as the benefits specified in Section 3(e) hereof. In the event the Executive is terminated due to Disability during the term of this Agreement, the Executive shall be paid on a monthly basis (i) the Executive's annual compensation from the Employers at the rate in effect at the time of termination due to Disability for the remainder of the term of this Agreement, as well as the benefits specified in Section 3(e) hereof, and (ii) upon the expiration of the term of this Agreement, two-thirds (66.67%) of the Executive's Base Salary at the time of termination due to Disability until the Executive reaches the normal retirement age of 65; provided however, there shall be deducted from the amounts paid the Executive pursuant to this Section 3(f), any amounts actually paid to the Executive pursuant to any disability insurance or similar plan or program which the Employers have instituted or may institute on behalf of the Executive or its employees for the purpose of compensating employees in the event of disabil ity, the Social Security Act, the Workers Compensation or Occupational Disease Act, or any state disability benefit law. (g) The Executive’s 's compensation, benefits, severance benefits and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary Base Salary of $__________ 337,833 per year (“Base Salary”)year, which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s 's express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers Bank and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersBank. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employers, which shall in no event be less than four weeks per annum. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the Employers. (d) During the term of this Agreement, in keeping with past practices, the Employers shall continue to provide the Executive with the use of an Employer-owned automobile appropriate to his positions with the Employers and to pay all costs associated with such automobile, including registration, licensing, insurance and costs of operation. (e) In the event the Executive's employment is terminated by the Bank for any reason other than Cause, the Employers shall provide continued group insurance (other than disability insurance unless the Executive was disabled and was receiving disability insurance benefits prior to the Date of Termination), life insurance, and health and accident insurance substantially identical to the coverage maintained by the Employers for the Executive immediately prior to his termination. Such coverage shall cease upon the expiration of the remaining term of this Agreement. (f) The Executive’s 's compensation, benefits, severance benefits and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) The Employers During his employment pursuant to this Agreement, Executive shall compensate and pay the Executive receive an annual base salary of Two Hundred Thirty-five Thousand Dollars ($235,000.00) as compensation for his services to the Company (the "Base Compensation"), such compensation to be payable in regular installments in accordance with standard Company policy. On or about the first day of each fiscal year of the Company during Executive's employment pursuant to this Agreement, the term Base Compensation shall be set by the Board of Directors (or a committee thereof designated by the Board) and in the event the Base Compensation is adjusted, such adjusted Base Compensation (adjusted either upward or downward) shall be payable to Executive under this Agreement at a minimum base salary of $__________ per year (“Base Salary”), which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employersfor that fiscal year. (b) During the term of his employment pursuant to this Agreement, the and except as otherwise expressly provided in this Agreement, Executive shall be entitled to participate on substantially the same terms as other Senior Level Executives (all persons with the title Vice President and above employed by the Company) in all employee benefit and receive the benefits of any executive benefit plans, pension or other retirement plans, medical benefit planplans, profit sharinggroup life insurance plans, stock option, employee stock ownershiphospitalization plans, or other plansemployee welfare plans that the Company may adopt from time to time during Executive's employment pursuant to this Agreement, benefits and privileges given as such plans may be modified, amended, terminated, or replaced from time to employees and executives of time. In addition, Executive shall receive such other compensation as the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards Board of Directors of the EmployersCompany (or a committee thereof designated by the Board) may from time to time determine to pay Executive whether in the form of bonuses, stock options, incentive compensation or otherwise. The Employers shall not make any changes in such plansbonuses, benefits stock options, incentive compensation or privileges which would adversely affect the Executive’s rights or benefits thereunderother compensation, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the Employers. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary if any, payable to the Executive pursuant to this Section 3(a2(b) hereofshall be set each year by the Board of Directors (or a committee thereof designated by the Board) at the time Executive's Base Compensation is set pursuant to Section 2(a) above and at such other times as the Board (or a committee thereof designated by the Board) may determine. (c) During the term of his employment pursuant to this Agreement, the and except as otherwise provided in this Agreement, Executive shall be entitled to paid annual vacation participate on substantially the same terms and conditions as other Senior Level Executives in accordance with the policies as established from time to time by the Boards of Directors of the Employers. The Executive shall all fringe benefits provided such personnel, including but not be entitled to receive any additional compensation from the Employers for failure to take a limited to, vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the nextsick pay, except to the extent authorized by the Boards of Directors of the Employersand company car. (d) The Executive’s compensation, benefits, severance and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 186,000 per year (“Base Salary”), which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers Employers, and may not be decreased without the Executive’s express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers. (b) During the term of this the Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the Employers. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employers, which in no event shall be less than four weeks per annum. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor . Executive shall the Executive be able to accumulate unused vacation time from one year to the next, except not to the extent authorized by the Boards of Directors of the Employersexceed eight (8) weeks. (d) The Executive’s compensationDuring the term of this Agreement, benefitsincluding any renewal thereof, severance and expenses the Employers shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by provide the Executive on behalf of each respective Employer; providedwith a full-sized, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of four-door automobile for the Executive’s compensationuse, benefitswhich automobile shall be replaced during the term hereof and any renewal thereof no less frequently than every three years. The Executive may purchase the Employers-provided automobile at fair market value. (e) During the term of this Agreement, severance the Employers shall provide medical coverage for the benefit of the Executive and expenses required his spouse until the Executive and his spouse shall have attained the age of 65. In the event of the death of the Executive prior to be paid by attaining age 65, the Corporation Employers shall pay to the Executive’s spouse a monthly payment equal to the premium to continue medical coverage pursuant to this Agreementthe Consolidated Omnibus Medical Coverage Act of 1985, as amended (“COBRA”) (or payment for similar coverage after the expiration of said spouse’s COBRA rights) until such spouse is eligible for state or federal government subsidized medical benefits; but in no event shall such spouse be entitled to said payment after attaining age 65 or if such spouse has obtained equivalent medical coverage from another source.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 78,931.44 per year (“Base Salary”), which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers, as well as his Supplemental Executive Retirement Agreement with the Bank dated March 1, 2007. The Employers Bank shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers Bank and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersBank. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employers. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the Employers. (d) During the term of this Agreement, in keeping with past practices, the Employers shall continue to pay club dues and assessments for the Bissonet Country Club on behalf of the Executive so that the Executive may use such club for business purposes. (e) The Executive’s compensation, benefits, severance and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this AgreementAgreement or the agreement of even date being entered into between the Corporation and the Executive.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his her services during the term of this Agreement at a minimum base salary of $__________ 100,000.00 per year (“Base Salary”), which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s express written consent. In addition to his her Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, restricted stock, stock incentive, employee stock ownership, medical or dental insurance or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his her then duties and responsibilities, as fixed by the Boards Board of Directors of the Employers. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the Employers. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the EmployersEmployers with respect to full-time employees and executive officers. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacationvacation during a given calendar year, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the EmployersEmployers or consistent with Board approved policies related thereto. (d) The Executive’s compensation, benefits, severance and expenses shall be paid by the Corporation and the Bank Association in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank Association to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 286,900 per year (“"Base Salary”"), which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s 's express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers. (b) During the term of this the Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers Savings Bank shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers Savings Bank and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersSavings Bank. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to not less than six weeks paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employersvacation. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor vacation and shall the Executive be able to accumulate unused vacation time from one year to the next. (d) During the term of this Agreement, except including any renewal thereof, the Employers shall provide the Executive with a full-sized, four-door automobile for the Executive's use, which automobile shall be replaced during the term hereof and any renewal thereof no less frequently than every three years. (e) The Employers shall provide medical insurance for the benefit of the Executive and his spouse until the Executive shall have attained the age of 72; furthermore, in the event of the death of the Executive prior to attaining age 72, the extent authorized Employers shall provide the Executive's spouse with said medical insurance until such spouse is eligible for state or federal government subsidized medical benefits, but in no event shall such spouse be entitled to said medical insurance after attaining age 72. (f) The Employers shall pay for or reimburse Executive with respect to expenses incurred thereby in obtaining dental care for Executive and his spouse up to a maximum of $2,500 per person per year, which amount may be increased from time to time as may be determined by the Boards of Directors of the Employers. (dg) During the term of this Agreement, the Employers will pay the Executive's annual membership dues at the Spring Haven Country Club or such other club of his choice in an amount up to $7,500 per year, subject to increase from time to time as may be determined by the Boards of Directors of the Employers. (h) In the event of the Executive's death during the term of this Agreement, his spouse, estate, legal representative or named beneficiaries (as directed by the Executive in writing) shall be paid on a monthly basis the Executive's annual compensation from the Employers at the rate in effect at the time of the Executive's death for a period equal to the period then remaining under this Agreement. (i) The Executive’s Executives compensation, benefits, severance benefits and expenses shall be paid by the Corporation and the Savings Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of 2.1. Employee's initial base salary under this Agreement at a minimum base salary of shall be ($__________ ) per year (“Base Salary”)annum, which and shall be paid in installments in accordance with Employer's standard payroll practice. Employee's base salary may be increased from time to time in by Employer and, after any such amounts as change, Employee's new level of base salary shall be Employee's base salary for purposes of this Agreement until the effective date of any subsequent change. 2.2. Employer and Employee may enter into separate written stock option agreements pursuant to which Employee may be mutually determined granted options to purchase shares of common stock of Employer subject to the terms and conditions of any such agreement. The number of shares and terms of the restrictions placed upon exercising the options shall be as specified in any such agreement. Employee acknowledges that his participation in any Employer stock option plans shall be subject to the Board of Directors approval of his participation 2.3. Employer's current management incentive program (or such other name as it has adopted) and the Board of Directors approval of his participation shall govern employee's participation, if any, in any bonus plans. 2.4. While employed by Employer, Employee shall be allowed to participate, on the same basis generally as other employees of Employer, in all general employee benefit plans and programs, including improvements or modifications of the same, which on the effective date or thereafter are made available by Employer to all or substantially all of Employer's employees. Such benefits, plans, and programs may include, without limitation, medical, health, and dental care, life insurance, disability protection, and pension plans. Nothing in this Agreement is to be construed or interpreted to provide greater rights, participation, coverage, or benefits under such benefit plans or programs than provided to similarly situated employees pursuant to the terms and conditions of such benefit plans and programs. 2.5. Employer shall not by reason of this Article 2 be obligated to institute, maintain, or refrain from changing, amending, or discontinuing, any such incentive compensation or 3 employee benefit program or plan, so long as such actions are similarly applicable to covered employees generally. Moreover, unless specifically provided for in a written plan document adopted by the Boards Board of Directors of Employer, none of the Employers and may not be decreased without the Executive’s express written consent. In addition to his Base Salary, the Executive benefits or arrangements described in this Article 2 shall be entitled secured or funded in any way, and each shall instead constitute an unfunded and unsecured promise to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the Employers. Nothing paid to the Executive under any plan or arrangement presently in effect or made available pay money in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employers. The Executive shall not be entitled to receive any additional compensation exclusively from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards general assets of Directors of the EmployersEmployer and its subsidiaries and affiliates. (d) The Executive’s compensation, benefits, severance and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for For all of his services rendered during the term of this Agreement at a to the Employers and their subsidiaries and affiliates, the Executive shall be paid an aggregate minimum base salary of $__________ 192,500 per year (“Base Salary”), which may be increased from time to time in such amounts as may be mutually determined by the Boards Board of Directors (or a committee thereof) of the Employers Employers, with the input of the Chief Executive Officer of the Employers, and may not be decreased without the Executive’s express written consent; provided, however, that notwithstanding the foregoing or anything in this Agreement to the contrary, the Executive understands, acknowledges and agrees that the Employers may from time to time (in their sole discretion and without such action requiring the prior consent of the Executive or constituting a breach of this Agreement by the Employers) reduce the Base Salary, but only so long as a majority of all Executive Officers shall also receive a reduction in their respective annual base salaries as part of across-the-board salary reductions at the Bank and, further, so long as the percentage reduction in the Executive’s Base Salary shall not be greater than the average of the percentage reductions in the annual base salaries of all other Executive Officers as a group. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments and incentive compensation awards as may be determined by the Boards Board of Directors (or a committee thereof) of either of the Employers. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension group health, medical, disability and life insurance plans or other retirement benefit planpolicies and any pension, retirement, profit sharing, stock optionequity based compensation, incentive compensation, employee stock ownership, or ownership and other plans, benefits and privileges given similar plans made available to employees and executives of the EmployersExecutive Officers, to the extent commensurate with his then duties position with the Employers, in accordance with the terms of the applicable plans (including, but not limited to, the cost to and responsibilities, eligibility of the Executive associated with participation in such plans) and as fixed by the Boards of Directors of the EmployersEmployers or a committee thereof. The Employers Company shall not make any changes in such plans, benefits or privileges plans which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program is applicable to all executive officers of the Employers Executive Officers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any the other executive officer of the EmployersExecutive Officers. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable Executive’s Base Salary. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Executive understands, acknowledges and agrees that the Employers may from time to time, in their sole discretion, amend, modify, replace, freeze, suspend or terminate any or all of the group health, medical, disability and life insurance plans or policies and any or all pension, retirement, profit sharing, equity based compensation, incentive compensation, employee stock ownership, perquisite or other plans, benefits and privileges given to employees and Executive Officers, as well as any other rules, policies or procedures applicable to Executive Officers, but only so long as any such actions apply to all such Executive Officers (unless otherwise required by applicable law) and do not result in a proportionately greater adverse change in the rights of or benefits to the Executive pursuant to Section 3(a) hereofas compared with the other Executive Officers. (c) During the term of this Agreement, the Executive shall be entitled to paid annual time off for vacation and other matters in accordance with the policies as established from time to time by the Boards of Directors of the Employers. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards Board of Directors (or a committee thereof), the Chief Executive Officer or the Chief Operating Officer of the Employersapplicable Employer. d) In the event the Executive’s employment is terminated due to Disability, Retirement or death, and provided the Executive is not otherwise receiving substantially similar benefits from the Social Security Administration or another employer, Person or otherwise, the Employers shall provide, at their cost and for the remaining term of this Agreement, either coverage under the Employer’s existing life, health and medical insurance plans or policies for the Executive (dother than in the case of death) and his spouse and legal dependents or under an arrangement provided through the Employer for such benefits, in either case at substantially similar levels and terms of coverage and benefits as the Employers provide at such time for their then existing Executive Officers. e) The Executive’s Base Salary, compensation, benefits, severance benefits and business expenses shall be paid by and allocated between the Corporation Company and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer. f) During the term of this Agreement, the Employers shall provide office space and administrative support suitable to the Executive’s position and in accordance with the policies of the Employers in effect from time to time. g) During the term of this Agreement, the Employers shall provide to the Executive the use of an automobile of the Executive’s choice with an average annual lease cost not to exceed $10,000 per year. The Employers agree to replace the automobile with a new one at Executive’s request no more often than once every two years. Either of the Employers shall pay all automobile operating expenses incurred by the Executive in the performance of Executive’s duties hereunder. Either of the Employers shall procure and maintain in force an automobile liability insurance policy for the automobile with coverage, including Executive, in the minimum amount of $1,000,000 combined single limit on liability for bodily injury and property damage. h) During the term of this Agreement, the Employers shall provide to the Executive, at the Employer’s cost, all perquisites which all other Executive Officers are generally entitled to receive; provided, however, that if the Executive devotes less than 10% understands and agrees that the Chief Executive Officer of his time the Company may receive perquisites that are different from those provided to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this AgreementExecutive or other Executive Officers.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $__________ 75,000.00 per year (“"Base Salary”"), which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s 's express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the Employers. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employers. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the Employers. (d) In the event the Executive's employment is terminated due to Disability or Retirement, the Employers shall provide continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the Employers for the Executive immediately prior to his termination. Such coverage shall cease upon the expiration of the remaining term of this Agreement. (e) The Executive’s 's compensation, benefits, severance benefits and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) The Employers Companies shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base annual salary of $__________ per year 120,000 (“the "Base Salary”"), which may be increased from time to time in such amounts as may be mutually determined by the Companies' Boards of Directors of the Employers and may not be decreased without the Executive’s 's express written consent. In addition to his the Base Salary, the Executive shall be entitled to receive each year during the term of this Agreement such a bonus payments based on targets set forth from time to time in the Companies' incentive bonus program (the "Bonus"). The Executive's Base Salary and Bonus are referred to herein as may be determined by the Boards of Directors of the Employershis "Compensation". (b) During the term of this the Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, deferred compensation, profit sharing, stock option, management recognition, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the EmployersCompanies, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards Board of Directors of the EmployersCompanies including but not limited to the following: (i) the Companies shall pay membership dues for the Executive for membership in the Rotary Club (iii) First Federal shall provide a cellular telephone for use by the Executive in the performance of the Executive's duties under this Agreement. The Employers Companies shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers Companies and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersCompanies. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the EmployersCompanies, which shall in no event be less than four weeks per annum. The Executive shall not be entitled to receive any additional compensation from the Employers Companies for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the EmployersCompanies. (d) The Executive’s compensation, benefits, severance and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) The Employers Anything contained herein to the contrary notwithstanding, the parties acknowledge and agree that, although Executive has employment agreements with both Employer and the Corporation, it is the intention of the parties that there be no duplication of benefits and compensation so long as Executive is employed by both Employer and the Corporation such that any compensation and benefits actually provided by the Corporation to the Executive shall be set off against any obligation of the Employer to provide the same pursuant thereto, and any compensation and benefits actually provided by the Employer to Executive shall be set off against any obligation of the Corporation to provide the same pursuant to its employment agreement with Executive. (b) Employer shall compensate and pay the Executive for his Executive's services during the term of this Agreement at a minimum base salary of $__________ 120,000.00 per year (“Base Salary”)year, payable at a monthly rate of $10,000.00, which may be increased from time to time in such amounts as may be mutually determined by the Boards Board of Directors of the Employers and Employer ("Base Salary"), which may not be decreased without the Executive’s express written 's consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers. (bc) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or disability plan, healthcare plans and all other plans, benefits and privileges given to employees and executives of the EmployersEmployer, to the extent commensurate with his Executive's then duties and responsibilitiesresponsibilities of the Executive's office, as fixed by the Boards Board of Directors of the EmployersEmployer. It is expressly understood and agreed that Employer will pay for full family health benefits for Executive, his spouse and children. The Employers Employer shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive Executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersEmployer. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (cd) During the term of this Agreement, the Executive shall be entitled to three (3) weeks paid annual vacation per annum in accordance with the policies as established from time to time by the Boards Board of Directors of the EmployersEmployer. The Executive shall not be entitled to receive any additional compensation from the Employers Employer for failure unused vacation within the policies as established by the Board of Directors of the Employer from time to take a vacation, nor time. Executive shall the Executive not be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards Board of Directors of the EmployersEmployer. (de) The Executive’s compensation, benefits, severance and expenses shall be paid by If the Corporation Employer has been substantially released from the terms of that certain Supervisory Agreement between the Employer and the Bank in Office of Thrift Supervision dated as of September 20, 2000, not later than March 31, 2001, Employer shall pay Executive a one-time bonus of $10,000.00. (f) Employer shall pay Executive an automobile allowance of $250.00 per month during the same proportion as the time and services actually expended by the Executive on behalf term of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement. (g) Employer shall pay the balance of Executive's tuition for attendance at the Wharxxx Xxxool of Business and Penn Engineering in pursuit of an executive masters of technology and management degree. If Executive's employment is terminated for Cause or if Executive terminates his employment other than pursuant to Section 5(c)(ii) hereof, Executive shall reimburse Employer for all amounts paid for tuition. Such repayment shall be made in 36 equal monthly installments commencing on the first day of the calendar month following the Date of Termination. (h) Employer shall pay for the reasonable moving expenses of Executive, his family, and the contents of Executive's home, to the Pittsburgh area.

Compensation and Benefits. (a) The Employers Bank and the Corporation shall compensate and pay the Executive for his services during the term of this Agreement at a minimum aggregate base salary of $__________ 103,750 per year (“Base Salary”)) allocated in accordance with Section 3(e) hereof, which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers Bank and the Corporation and may not be decreased without the Executive’s 's express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the EmployersBank and the Corporation. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the EmployersCorporation, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards Board of Directors of the EmployersCorporation. The Employers Corporation shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers Corporation and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersCorporation. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards Board of Directors of the EmployersCorporation. The Executive shall not be entitled to receive any additional compensation from the Employers Corporation for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards Board of Directors of the EmployersCorporation. (d) During the term of this Agreement, in keeping with past practices, the Bank and the Corporation shall continue to provide the Executive with an automobile comparable to the one currently provided to him. The Bank and the Corporation shall be responsible and shall pay for all costs of insurance coverage, repairs, maintenance and other incidental expenses, including license, fuel and oil allocated in accordance with Section 3(e) hereof. (e) The Executive’s 's compensation, benefits, severance and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by Corporation and the Bank, respectively. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) The Employers 2.1 As compensation for services to Employer, Employer shall compensate and pay the to Executive for his services during the term of this Agreement a salary at a minimum base salary of $__________ per year (“Base Salary”), which may an annual rate to be increased fixed from time to time by the Board of Directors of Employer or any duly authorized committee thereof, which annual rate shall in no event be less than $900,000 per annum while Executive is employed hereunder. The salary shall be payable in equal bi-weekly installments, subject only to such amounts payroll and withholding deductions as may be mutually determined required by law and insurance and other employee benefit plans. The Board of Directors and/or the Compensation Committee of the Board of Directors or any authorized committee shall review Executive’s overall annual compensation at least annually, with a view to ascertaining the adequacy thereof and such compensation may be increased by the Boards Board of Directors or the Compensation Committee from time to time by an amount that in the opinion of the Employers and may not be decreased without Board of Directors or the Compensation Committee is justified by Executive’s express written consent. In addition performance. 2.2 Upon Executive’s furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his Base Salaryservices and duties hereunder (including, without limitation, travel and entertainment expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be entitled to receive during the term of this Agreement reimbursed for such bonus payments as may be determined by the Boards of Directors of the Employers. (b) During the term of this Agreement, the costs and expenses in accordance with Employer’s normal expense reimbursement policy. Executive shall be entitled to participate in all insurance, stock option and other stock programs and compensation plans and such other benefits plans or programs as may be from time to time specifically adopted and approved by Employer for Executive. 2.3 As long as this Agreement is in effect, Employer shall maintain hospitalization and medical insurance coverage on Executive as may from time to time be specifically approved and adopted by Employer for its executive officers generally. 2.4 While Executive is employed hereunder, Employer agrees to provide an allowance to Executive of $5,000 per annum for costs and expenses incurred by Executive for professional legal and/or accounting services rendered personally to Executive, which amount shall be paid to Executive on December 1 of each year (or such earlier time that Executive and Employer may otherwise agree). 2.5 Executive shall be eligible to receive the benefits of any pension cash bonuses or other retirement benefit planincentive compensation as may be determined by the Compensation Committee from time to time. As long as this Agreement is in effect, profit sharingEmployer shall maintain an Executive Bonus Program, stock optionand Executive shall be eligible to participate therein, employee stock ownership, or on terms no less favorable than those provided to the other plans, benefits and privileges given to employees and executives of the EmployersEmployer and upon such terms and conditions, to the extent commensurate with his then duties and responsibilitiesincluding performance measures, as fixed by the Boards of Directors of the Employers. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the ExecutiveCompensation Committee establishes for Employer’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the Employers. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereofofficers. (c) During 2.6 In order to promote the term interests of this AgreementEmployer, the Executive shall be entitled to paid annual vacation reimbursement from Employer for, or an allowance in accordance respect of, all base monthly dues incurred by him in connection with the policies his membership in such clubs as established from time to time may be agreed upon by the Boards of Directors of the Employers. The Employer. 2.7 Executive shall not have the right to participate in any additional compensation, benefit, life insurance, hospitalization, medical services or other plan or arrangement of Employer now or hereafter existing for the benefit of executives of Employer. 2.8 Executive shall be entitled to receive any additional compensation from the Employers for failure to take a vacationsuch vacation (in no event less than four (4) weeks per year), nor shall the Executive be able to accumulate unused vacation time from one year holiday and (subject to the next, except to the extent authorized provisions of Section 6.3) other paid or unpaid leave of absence as consistent with Employer’s normal policies or as otherwise approved by the Boards Board of Directors of the EmployersDirectors. (d) The Executive’s compensation, benefits, severance and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) The Employers shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary Base Salary of $__________ 205,000 per year (“Base Salary”)year, which may be increased from time to time in such amounts as may be mutually determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s 's express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s 's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers Bank and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the EmployersBank. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of the Employers, which shall in no event be less than four weeks per annum. The Executive shall not be entitled to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the Employers. (d) During the term of this Agreement, in keeping with past practices, the Employers shall continue to provide the Executive with the use of an Employer-owned automobile appropriate to his positions with the Employers and to pay all costs associated with such automobile, including registration, licensing, insurance and costs of operation. (e) In the event the Executive's employment is terminated by the Bank for any reason other than Cause, the Employers shall provide continued group insurance (other than disability insurance unless the Executive was disabled and was receiving disability insurance benefits prior to the Date of Termination), life insurance, and health and accident insurance substantially identical to the coverage maintained by the Employers for the Executive immediately prior to his termination. Such coverage shall cease upon the expiration of the remaining term of this Agreement. (f) The Executive’s 's compensation, benefits, severance benefits and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.

Compensation and Benefits. (a) The Employers shall compensate During the Employment Period, the Company will pay and pay the provide Executive as compensation for his Executive's services during the term of pursuant to this Agreement at the consideration specified and determined in accordance with this Section 3, in each case subject to all withholdings required by applicable law. a. The Company will pay Executive a minimum base salary (the “Salary”) of $__________ $ 400,000.00 per annum payable in equal bi-weekly installments, which amount shall be subject to increase at the end of the Initial Term and every third year thereafter so long as this Agreement shall be in effect. In addition, the Company will pay Executive bonus compensation (“Base SalaryAnnual Bonus”) to the extent it is awarded to him under and subject to the terms of an annual incentive bonus compensation plan or program sponsored by the Company (the “Bonus Plan”), which . b. Executive may also be increased awarded long term deferred compensation under one or more plans or programs established by the Company (including but not limited to Out-Performance Programs) or Centerline and its affiliates from time to time in such amounts as (the “Deferred Compensation Plans”) and may be mutually offered an opportunity to co-invest with Centerline and/or its subsidiaries in funds sponsored by them on such terms and conditions as shall be determined by Centerline. Amounts, if any, payable to Executive under the Boards of Directors terms of the Employers Deferred Compensation Plans shall be governed solely by the terms of the Deferred Compensation Plans and may awards made thereunder and the terms and conditions of any co-investment opportunity provided to Executive shall be established by Centerline and communicated to Executive. Executive shall be under no obligation to participate in any co-investment opportunity and such participation shall not be decreased without the a condition of nor affect in any manner Executive’s express written consent. In addition continued employment by the Company. c. The Company will pay Executive an automobile allowance of $ 1,500.00 per month, for each month Executive is employed by the Company pursuant to his Base Salary, the this Agreement. d. Executive shall be entitled to receive during the term of twenty (20) days vacation per year for each year this Agreement is in effect. All vacation shall be taken at such bonus payments times as may shall be determined agreed upon by the Boards of Directors Chief Executive Officer of the Employers. (b) During Company. In the term event of a termination of this Agreement, no amount shall be payable to the Executive for any accrued but not yet taken vacation time. Executive’s right to carry over unused vacation days to subsequent years shall be subject to and limited by Centerline’s policy regarding the carry over of unused vacation days in effect for similarly situated executives. e. Executive will be entitled to participate in any fringe benefit and other employee benefit plans and programs available to salaried employees of the Company as in effect from time to time, to the extent that Executive may be eligible to do so under the applicable provisions of the plans and programs (“Benefit Rights”). f. Executive shall be entitled to participate reimbursement of amounts incurred by him in connection with the performance by him of his duties and receive obligations hereunder in accordance with the benefits of any pension or other retirement benefit planCompany’s expense reimbursement policy (“Reimbursable Amounts”). Executive shall apply for all reimbursements for a particular calendar year not later than forty-five (45) days after it ends, profit sharing, stock option, employee stock ownership, or other plans, benefits and privileges given to employees payment shall occur not later than two and executives one-half months after the end of the Employerscalendar year to which the Reimbursable Amounts relate. g. Provided Executive is insurable at normal risk rates, to the extent commensurate Company shall provide Executive with his then duties and responsibilities, as fixed by the Boards of Directors of the Employers. The Employers shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employers and does not result in a proportionately greater adverse change term life insurance policy in the rights amount of $ 3,000,000.00 and Executive or benefits to the Executive as compared with any other executive officer of the Employers. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future his designee shall be deemed to be in lieu the owner of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive such policy and shall be entitled to paid annual vacation name the beneficiary of any insurance proceeds payable thereunder. h. The Company shall also provide Executive with supplemental long term disability insurance which will provide Executive with a full disability benefit of Fifteen Thousand Dollars ($15,000.00) per month after an exclusion period of ninety (90) days and otherwise on substantially the same terms as are set forth on the attached Exhibit C (the “Disability Coverage”). During the ninety (90) day exclusion period, the Company will pay Executive his full Salary. Disability Coverage shall be provided in accordance with a manner which is most tax advantageous to the policies as established from time to time Executive, provided Executive cooperates fully in the implementation of any reasonable plan proposed by the Boards of Directors of the Employers. The Executive shall not be entitled Company to receive any additional compensation from the Employers for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors of the Employersachieve such results. (d) The Executive’s compensation, benefits, severance and expenses shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer; provided, however, that if the Executive devotes less than 10% of his time to the Corporation, all of such amounts shall be paid by the Bank. No provision contained in this Agreement shall require the Bank to pay any portion of the Executive’s compensation, benefits, severance and expenses required to be paid by the Corporation pursuant to this Agreement.