Common use of Termination of Service or Death of the Optionee Clause in Contracts

Termination of Service or Death of the Optionee. Except as provided in this Section 5, and notwithstanding any other provision of this Option to the contrary, this Option shall be exercisable only if the Optionee has not incurred a Termination of Service at the time of such exercise. As used herein, the term “Termination of Service” means cessation of service after the Commencement Date (as defined in the Employment Agreement) for any reason, whether voluntary or involuntary, so that the Optionee is not an employee, a director or an advisory director of the Corporation or any affiliate of the Corporation. If the Optionee incurs a Termination of Service for any reason excluding death and Termination of Service for Cause (as defined in the Employment Agreement), the Optionee may, but only within the period of one year immediately succeeding such Termination of Service and in no event after the Expiration Date, exercise this Option to the extent the Optionee was entitled to exercise this Option on the date of Termination of Service (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5). If the Optionee incurs a Termination of Service for Cause, all rights under this Option shall expire immediately. In the event of the death of the Optionee prior to the Optionee’s Termination of Service or during the one year period referred to in the immediately preceding paragraph, the person or persons to whom the Option has been transferred pursuant to Section 4 may, but only to the extent the Optionee was entitled to exercise this Option on the date of the Optionee’s death (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5), exercise this Option at any time within the one year period following the death of the Optionee, but in no event after the Expiration Date. Following the death of the Optionee, the Committee may, in its sole discretion, as an alternative means of settlement of this Option, elect to pay to the person to whom this Option is transferred pursuant to Section 4 the amount by which the market value per share of Common Stock on the date of exercise of this Option shall exceed the Exercise Price per Option Share, multiplied by the number of Option Shares with respect to which this Option is properly exercised. Any such settlement of this Option shall be considered an exercise of this Option for all purposes of this Option. In the event that Optionee’s employment is terminated by the Corporation without Cause (as defined in the Employment Agreement) or is terminated as a result of the Optionee resigning for Good Reason (as defined in the Employment Agreement), this Option, to the extent not theretofore vested and exercisable, shall become fully vested and exercisable and shall remain exercisable for the period specified above in this Section 5. In the event that Optionee’s employment is terminated prior to the Commencement Date (as defined in the Employment Agreement), all rights under this Option shall expire immediately upon such termination.

Termination of Service or Death of the Optionee. Except as provided in this Section 55 and in Section 8 below, and notwithstanding any other provision of this Option to the contrary, this Option shall be exercisable only if the Optionee has not incurred a Termination of Service at the time of such exercise. As used herein, the term “Termination of Service” means cessation of service after the Commencement Date (as defined in the Employment Agreement) for any reason, whether voluntary or involuntary, so that the Optionee is not an employee, a director or an advisory director of the Corporation or any affiliate of the Corporation. If the Optionee incurs a Termination of Service for any reason excluding death and Termination of Service for Cause (as defined in the Employment Agreement)Cause, the Optionee may, but only within the period of one year immediately succeeding such Termination of Service and in no event after the Expiration Date, exercise this Option to the extent the Optionee was entitled to exercise this Option on the date of Termination of Service (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5)Service. If the Optionee incurs a Termination of Service for Cause, all rights under this Option shall expire immediatelyimmediately upon the giving to the Optionee of notice of his termination, except as provided in Section 8 below. In the event of the death of the Optionee prior to the Optionee’s 's Termination of Service or during the one year period referred to in the immediately preceding paragraph, the person or persons to whom the Option has been transferred pursuant to Section 4 may, but only to the extent the Optionee was entitled to exercise this Option on the date of the Optionee’s death (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5)'s death, exercise this Option at any time within the one year period following the death of the Optionee, but in no event after the Expiration Date. Following the death of the Optionee, the Committee may, in its sole discretion, as an alternative means of settlement of this Option, elect to pay to the person to whom this Option is transferred pursuant to Section 4 the amount by which the market value Market Value per share of Common Stock on the date of exercise of this Option shall exceed the Exercise Price per Option Share, multiplied by the number of Option Shares with respect to which this Option is properly exercised. Any such settlement of this Option shall be considered an exercise of this Option for all purposes of this Option. In the event that Optionee’s employment is terminated by the Corporation without Cause (as defined in the Employment Agreement) or is terminated as a result Option and of the Optionee resigning for Good Reason (as defined in the Employment Agreement), this Option, to the extent not theretofore vested and exercisable, shall become fully vested and exercisable and shall remain exercisable for the period specified above in this Section 5Plan. In the event that Optionee’s employment is terminated prior to the Commencement Date (as defined in the Employment Agreement), all rights under this Option shall expire immediately upon such termination.NQSO-2NEXT PAGE

Termination of Service or Death of the Optionee. Except as provided in this Section 5, and notwithstanding any other provision of this Option to the contrary, this Option shall be exercisable only if the Optionee has not incurred a Termination of Service at the time of such exercise. As used herein, the term “Termination of Service” means cessation of service after the Commencement Date (as defined in the Employment Agreement) service, for any reason, whether voluntary or involuntary, so that the Optionee is not an employee, a director or an advisory director of the Corporation or any affiliate of the Corporation. If the Optionee incurs a Termination of Service for any reason excluding death and Termination of Service for Cause (as defined in the Employment Agreement), the Optionee may, but only within the period of one year immediately succeeding such Termination of Service and in no event after the Expiration Date, exercise this Option to the extent the Optionee was entitled to exercise this Option on the date of Termination of Service (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5). If the Optionee incurs a Termination of Service for Cause, all rights under this Option shall expire immediately. In the event of the death of the Optionee prior to the Optionee’s 's Termination of Service or during the one year period referred to in the immediately preceding paragraph, the person or persons to whom the Option has been transferred pursuant to Section 4 may, but only to the extent the Optionee was entitled to exercise this Option on the date of the Optionee’s 's death (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5), exercise this Option at any time within the one year period following the death of the Optionee, but in no event after the Expiration Date. Following the death of the Optionee, the Committee may, in its sole discretion, as an alternative means of settlement of this Option, elect to pay to the person to whom this Option is transferred pursuant to Section 4 the amount by which the market value per share of Common Stock on the date of exercise of this Option shall exceed the Exercise Price per Option Share, multiplied by the number of Option Shares with respect to which this Option is properly exercised. Any such settlement of this Option shall be considered an exercise of this Option for all purposes of this Option. In the event that Optionee’s employment is terminated by the Corporation without Cause (as defined in the Employment Agreement) or is terminated as a result of the Optionee resigning for Good Reason (as defined in the Employment Agreement), this Option, to the extent not theretofore vested and exercisable, shall become fully vested and exercisable and shall remain exercisable for the period specified above in this Section 5. In the event that Optionee’s employment is terminated prior to the Commencement Date (as defined in the Employment Agreement), all rights under this Option shall expire immediately upon such termination.

Termination of Service or Death of the Optionee. Except as provided in the second or third paragraphs of this Section 5, 5 and notwithstanding any other provision of this Option to the contrary, this Option shall not be exercisable only if unless the Optionee has not incurred a Termination of Service Optionee, at the time of such exercise. As used hereinhe exercises this Option, the term “Termination of has maintained "Continuous Service” means cessation of service after the Commencement Date " (as defined in the Employment AgreementPlan) since the Grant Date. If the Optionee shall cease to maintain Continuous Service for any reason, whether voluntary or involuntary, so that the Optionee is not an employee, a director or an advisory director reason (excluding death and termination of employment by the Corporation or any affiliate of the Corporation. If the Optionee incurs a Termination of Service Affiliate for any reason excluding death and Termination of Service for Cause (as defined in the Employment Agreementcause), the Optionee may, but only within the period of one year three months immediately succeeding such Termination cessation of Continuous Service and in no event after the Expiration Date, exercise this Option to the extent the Optionee was entitled to exercise this Option on at the date of Termination cessation. Notwithstanding the foregoing, if the Optionee shall cease to maintain Continuous Service due to normal or early retirement or disability and has served the Corporation or First Federal Bank for Savings (the "Bank"), including service with any successor to the Corporation or the Bank, for at least ten years, the Optionee may exercise this Option, but only to the extent vested and only during the shortest of Service the following periods: (after giving effect to any acceleration A) the two-year period immediately succeeding such cessation of vesting as provided in Continuous Service, or (B) the last paragraph period remaining until the expiration date of this Section 5Option (the "remaining period"). If the Optionee incurs a Termination shall cease to maintain Continuous Service because of Service termination of employment by the Corporation or Affiliate for Causecause, all rights under this Option shall expire immediatelyimmediately upon the giving to the Optionee of notice of such termination. In the event of the death of the Optionee prior to while in Continuous Service of the Optionee’s Termination of Service Corporation or during the one three-month, two-year period or remaining period, as appropriate, referred to in the immediately preceding paragraph, the person or persons to whom the Option has been transferred pursuant to Section 4 by will or by the laws of descent and distribution may, but only to the extent the Optionee was entitled to exercise this Option on the date of the Optionee’s death (after giving effect immediately prior to any acceleration of vesting as provided in the last paragraph of this Section 5)his death, exercise this Option at any time within the one year period following the death of the Optionee, but in no event after later than ten years from the Expiration Grant Date. Following the death of the Optionee, the Committee may, in its sole discretion, as an alternative means of settlement of this Option, elect to pay to the person to whom this Option is transferred pursuant to Section 4 by will or by the laws of descent and distribution the amount by which the market value Market Value (as defined in the Plan) per share of Common Stock on the date of exercise of this Option shall exceed the Exercise Price per Option Share, multiplied by the number of Option Shares with respect to which this Option is properly exercised. Any such settlement of this Option shall be is considered an exercise of this Option for all purposes of this Option. In the event that Optionee’s employment is terminated by the Corporation without Cause (as defined in the Employment Agreement) or is terminated as a result Option and of the Plan. If the Optionee resigning for Good Reason (as defined in the Employment Agreement)shall cease to maintain Continuous Service due to death or disability, this Option, to the extent not theretofore vested and exercisable, shall become fully vested and exercisable and shall remain exercisable for the period specified above in this Section 5. In the event that Optionee’s employment is terminated prior to the Commencement Date (as defined in the Employment Agreement), all rights under this Option shall expire immediately become exercisable in full upon the happening of such terminationevent and remain exercisable (i) in the event of death for the one-year period described above or (ii) in the event of disability for a three-month period following such person's termination of service; provided, however, that in no event shall such Option be exercisable later than ten years from the Grant Date.

Termination of Service or Death of the Optionee. Except as provided in the second or third paragraphs of this Section 5, 5 and notwithstanding any other provision of this Option to the contrary, this Option shall not be exercisable only if unless the Optionee has not incurred a Termination of Service Optionee, at the time of such exercise. As used hereinexercise of this Option, the term “Termination of has maintained "Continuous Service” means cessation of service after the Commencement Date " (as defined in the Employment AgreementPlan) since the Grant Date. If the Optionee shall cease to maintain Continuous Service for any reasonreason (excluding termination of employment or removal from service as a director, whether voluntary or involuntary, so that the Optionee is not an employee, a advisory director or an advisory director of emeritus by the Corporation or any affiliate of the Corporation. If the Optionee incurs a Termination of Service Affiliate for any reason excluding death and Termination of Service for Cause (as defined in the Employment Agreementcause), the Optionee may, but only within the period of one year three years immediately succeeding such Termination cessation of Continuous Service and in no event after the Expiration Date, exercise this Option to the extent the Optionee was entitled to exercise this Option on at the date of Termination of Service (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5)cessation. If the Continuous Service of the Optionee incurs a Termination of Service is terminated by the Corporation or an Affiliate for Causecause, all rights under this Option shall expire immediatelyimmediately upon the giving to the Optionee of notice of such termination. In the event of the death of the Optionee prior to while in Continuous Service of the Optionee’s Termination of Service Corporation or during the one three-year period referred to in the immediately preceding paragraph, the person or persons to whom the Option has been transferred by will or by the laws of descent and distribution, or pursuant to Section 4 a qualified domestic relations order, as described in the Plan, may, but only to the extent the Optionee was entitled to exercise this Option on the date of the Optionee’s death (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5)upon his death, exercise this Option at any time within the one year period following the death of the Optionee, but in no event after the Expiration Date. Following the death of the Optionee, the Committee may, in its sole discretion, as an alternative means of settlement of this Option, elect to pay to the person to whom this Option is transferred by will or by the laws of descent and distribution or pursuant to Section 4 a qualified domestic relations order, as described in the Plan, the amount by which the market value Market Value (as defined in the Plan) per share of Common Stock on the date of exercise of this Option shall exceed the Exercise Price per Option Share, multiplied by the number of Option Shares with respect to which this Option is properly exercised. Any such settlement of this Option shall be considered an exercise of this Option for all purposes of this Option. In the event that Optionee’s employment is terminated by the Corporation without Cause (as defined in the Employment Agreement) or is terminated as a result Option and of the Plan. If the Optionee resigning for Good Reason (as defined in the Employment Agreement)shall cease to maintain Continuous Service due to death or disability, this Option, to the extent not theretofore vested and exercisable, shall become fully vested and exercisable and shall remain exercisable for the period specified above in this Section 5. In the event that Optionee’s employment is terminated prior to the Commencement Date (as defined in the Employment Agreement), all rights under this Option shall expire become exercisable in full upon the happening of such event and remain exercisable (i) in the event of death for the one-year period described above or (ii) in the event of disability or retirement for the three-year period immediately upon following such terminationperson's termination of service, but in no event shall this Option be exercisable after the Expiration Date.

Termination of Service or Death of the Optionee. Except as provided in the second or third paragraphs of this Section 5, 5 and notwithstanding any other provision of this Option to the contrary, this Option shall not be exercisable only if unless the Optionee has not incurred a Termination of Service Optionee, at the time of such exercise. As used hereinexercise of this Option, the term “Termination of has maintained "Continuous Service” means cessation of service after the Commencement Date " (as defined in the Employment AgreementPlan) since the Grant Date. If the Optionee shall cease to maintain Continuous Service for any reasonreason (excluding termination of employment or removal from service as director, whether voluntary or involuntary, so that the Optionee is not an employee, a advisory director or an advisory director of emeritus by the Corporation or any affiliate of the Corporation. If the Optionee incurs a Termination of Service Affiliate for any reason excluding death and Termination of Service for Cause (as defined in the Employment Agreementcause), the Optionee may, but only within the period of one year three years immediately succeeding such Termination cessation of Continuous Service and in no event after the Expiration Date, exercise this Option to the extent the Optionee was entitled to exercise this Option on at the date of Termination of Service (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5)cessation. If the Continuous Service of the Optionee incurs a Termination of Service is terminated by the Corporation or an Affiliate for Causecause, all rights under this Option shall expire immediatelyimmediately upon the giving to the Optionee of notice of such termination. In the event of the death of the Optionee prior to while in Continuous Service of the Optionee’s Termination of Service Corporation or during the one three-year period referred to in the immediately preceding paragraph, the person or persons to whom the Option has been transferred pursuant to Section 4 by will or by the laws of descent and distribution may, but only to the extent the Optionee was entitled to exercise this Option on the date of the Optionee’s death (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5)upon his death, exercise this Option at any time within the one year period following the death of the Optionee, but in no event after later than the Expiration Date. Following the death of the Optionee, the Committee may, in its sole discretion, as an alternative means of settlement of this Option, elect to pay to the person to whom this Option is transferred pursuant to Section 4 by will or by the laws of descent and distribution the amount by which the market value Market Value (as defined in the Plan) per share of Common Stock on the date of exercise of this Option shall exceed the Exercise Price per Option Share, multiplied by the number of Option Shares with respect to which this Option is properly exercised. Any such settlement of this Option shall be considered an exercise of this Option for all purposes of this Option. In the event that Optionee’s employment is terminated by the Corporation without Cause (as defined in the Employment Agreement) or is terminated as a result Option and of the Plan. If the Optionee resigning for Good Reason (as defined in the Employment Agreement)shall cease to maintain Continuous Service due to death or disability, this Option, to the extent not theretofore vested and exercisable, shall become fully vested and exercisable and shall remain exercisable for the period specified above in this Section 5. In the event that Optionee’s employment is terminated prior to the Commencement Date (as defined in the Employment Agreement), all rights under this Option shall expire become exercisable in full upon the happening of such event and remain exercisable (i) in the event of death for the one-year period described above or (ii) in the event of disability or retirement for the three-year period immediately upon following such terminationperson's termination of service, but in no event shall this Option be exercisable later than the Expiration Date.

Termination of Service or Death of the Optionee. Except as provided in this Section 55 and Section 9 below, and notwithstanding any other provision of this Option to the contrary, this Option shall be exercisable only if the Optionee has not incurred a Termination of Service at the time of such exercise. As used herein, the term “Termination of Service” means cessation of service after the Commencement Date (as defined in the Employment Agreement) for any reason, whether voluntary or involuntary, so that the Optionee is not an employee, a director or an advisory director of the Corporation or any affiliate of the Corporation. If the Optionee incurs a Termination of Service for any reason excluding death and Termination of Service for Cause (as defined in the Employment Agreement)Cause, the Optionee may, but only within the period of three months (or one year in the case of disability, as defined in Section 22(e)(3) of the Code) immediately succeeding such Termination of Service and in no event after the Expiration Date, exercise this Option to the extent the Optionee was entitled to exercise this Option on the date of Termination of Service (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5)Service. If the Optionee incurs a Termination of Service for Cause, all rights under this Option shall expire immediatelyimmediately upon the giving to the Optionee of notice of such termination except as provided in Section 9 below. In the event of the death of the Optionee prior to the Optionee’s 's Termination of Service or during the one three-month or one-year period referred to in the immediately preceding paragraph, the person or persons to whom the Option has been transferred pursuant to Section 4 by will or by the laws of descent and distribution may, but only to the extent the Optionee was entitled to exercise this Option on the date of the Optionee’s death (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5)'s death, exercise this Option at any time within the one year period following the death of the Optionee, but in no event after the Expiration Date. Following the death of the Optionee, the Committee may, in its sole discretion, as an alternative means of settlement of this Option, elect to pay to the person to whom this Option is transferred pursuant to Section 4 by will or by the laws of descent and distribution, the amount by which the market value Market Value per share of Common Stock on the date of exercise of this Option shall exceed the Exercise Price per Option Share, multiplied by the number of Option Shares with respect to which this Option is properly exercised. Any such settlement of this Option shall be considered an exercise of this Option for all purposes of this Option. In the event that Optionee’s employment is terminated by the Corporation without Cause (as defined in the Employment Agreement) or is terminated as a result Option and of the Optionee resigning for Good Reason (as defined in the Employment Agreement), this Option, to the extent not theretofore vested and exercisable, shall become fully vested and exercisable and shall remain exercisable for the period specified above in this Section 5Plan. In the event that Optionee’s employment is terminated prior to the Commencement Date (as defined in the Employment Agreement), all rights under this Option shall expire immediately upon such termination.ISO-2NEXT PAGE

Termination of Service or Death of the Optionee. Except as provided in this Section 55 and Section 9 below, and notwithstanding any other provision of this Option to the contrary, this Option shall be exercisable only if the Optionee has not incurred a Termination of Service at the time of such exercise. As used herein, the term “Termination of Service” means cessation of service after the Commencement Date (as defined in the Employment Agreement) for any reason, whether voluntary or involuntary, so that the Optionee is not an employee, a director or an advisory director of the Corporation or any affiliate of the Corporation. If the Optionee incurs a Termination of Service for any reason excluding death and Termination of Service for Cause (as defined in the Employment Agreement)Cause, the Optionee may, but only within the period of three months(or one year in the case of disability, as defined in Section 22(e)(3) of the Code) immediately succeeding such Termination of Service and in no event after the Expiration Date, exercise this Option to the extent the Optionee was entitled to exercise this Option on the date of Termination of Service (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5)Service. If the Optionee incurs a Termination of Service for Cause, all rights under this Option shall expire immediatelyimmediately upon the giving to the Optionee of notice of such termination except as provided in Section 9 below. In the event of the death of the Optionee prior to the Optionee’s 's Termination of Service or during the one year three-month period referred to in the immediately preceding paragraph, the person or persons to whom the Option has been transferred pursuant to Section 4 by will or by the laws of descent and distribution may, but only to the extent the Optionee was entitled to exercise this Option on the date of the Optionee’s death (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5)'s death, exercise this Option at any time within the one year period following the death of the Optionee, but in no event after the Expiration Date. Following the death of the Optionee, the Committee may, in its sole discretion, as an alternative means of settlement of this Option, elect to pay to the person to whom this Option is transferred pursuant to Section 4 by will or by the laws of descent and distribution, the amount by which the market value Market Value per share of Common Stock on the date of exercise of this Option shall exceed the Exercise Price per Option Share, multiplied by the number of Option Shares with respect to which this Option is properly exercised. Any such settlement of ISO-2NEXT PAGE this Option shall be considered an exercise of this Option for all purposes of this Option. In the event that Optionee’s employment is terminated by the Corporation without Cause (as defined in the Employment Agreement) or is terminated as a result Option and of the Optionee resigning for Good Reason (as defined in the Employment Agreement), this Option, to the extent not theretofore vested and exercisable, shall become fully vested and exercisable and shall remain exercisable for the period specified above in this Section 5. In the event that Optionee’s employment is terminated prior to the Commencement Date (as defined in the Employment Agreement), all rights under this Option shall expire immediately upon such terminationPlan.

Termination of Service or Death of the Optionee. Except as provided in this Section 5, 5 and notwithstanding any other provision of this Option to the contrary, this Option shall be exercisable only if the Optionee has not incurred a Termination cessation of Continuous Service at the time of such exercise. As used hereinIf the Optionee shall cease to maintain Continuous Service for any reason other than Normal Retirement, death, isability or for Cause, then this Option, to the term “Termination extent it is then exercisable, shall remain exercisable for the lesser of Service” means (A) three months following such cessation of service after Continuous Service and (B) the Commencement Date (as defined in period of time remaining until the Employment Agreement) for any reason, whether voluntary or involuntary, so that the Optionee is not an employee, a director or an advisory director of the Corporation or any affiliate of the CorporationExpiration Date. If the Optionee incurs a Termination shall cease to maintain Continuous Service due to Normal Retirement, then this Option, to the extent it is then exercisable, shall remain exercisable for the lesser of (A) five years following such cessation of Continuous Service for any reason excluding death and Termination of Service for Cause (as defined in the Employment Agreement), the Optionee may, but only within B) the period of one year immediately succeeding such Termination of Service and in no event after time remaining until the Expiration Date, exercise this Option to the extent the Optionee was entitled to exercise this Option on the date of Termination of Service (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5). If the Optionee incurs a Termination shall cease to maintain Continuous Service due to Disability, then this Option, to the extent it is then exercisable, shall remain exercisable for the lesser of (A) one year following such cessation of Continuous Service and (B) the period of time remaining until the Expiration Date. If the Optionee shall cease to maintain Continuous Service due to termination for Cause, all rights under then this Option Option, to the extent not previously exercised, shall expire immediatelyimmediately be forfeited. In the event of the death of If the Optionee prior shall cease to maintain Continuous Service due to death, or if the Optionee’s Termination of Service or Optionee should die during the three month, five year or one year period referred to in the immediately preceding paragraph, whichever is applicable, then this Option, to the extent exercisable immediately prior to the Optionee’s death, shall remain exercisable by the person or persons to whom the this Option has been transferred pursuant (whether prior to Section 4 may, but only to the extent the Optionee was entitled to exercise this Option on the date of the Optionee’s death as permitted hereby or upon the Optionee’s death by will or by the laws of descent and distribution) for the lesser of (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5), exercise this Option at any time within the A) one year period following the death of the Optionee, but in no event after the Expiration Date. Following the death of the Optionee, Optionee and (B) the Committee may, in its sole discretion, as an alternative means of settlement of this Option, elect to pay to the person to whom this Option is has been transferred pursuant (whether prior to Section 4 the Optionee’s death as permitted hereby or upon the Optionee’s death by will or by the laws of descent and distribution), the amount by which the market value Market Value per share of Common Stock on the date of exercise of this Option shall exceed exceeds the Exercise Price per Option SharePrice, multiplied by the number of Option Shares with respect to which this Option is properly exercised. Any such settlement of this Option shall be considered an exercise of this Option for all purposes of this Option. In the event that Optionee’s employment is terminated by the Corporation without Cause (as defined in the Employment Agreement) or is terminated as a result Option and of the Optionee resigning for Good Reason (as defined in the Employment Agreement), this Option, to the extent not theretofore vested and exercisable, shall become fully vested and exercisable and shall remain exercisable for the period specified above in this Section 5. In the event that Optionee’s employment is terminated prior to the Commencement Date (as defined in the Employment Agreement), all rights under this Option shall expire immediately upon such terminationPlan.

Termination of Service or Death of the Optionee. Except as provided in this Section 55 and Section 9 below, and notwithstanding any other provision of this Option to the contrary, this Option shall be exercisable only if the Optionee has not incurred a Termination of Service at the time of such exercise. As used herein, the term “Termination of Service” means cessation of service after the Commencement Date (as defined in the Employment Agreement) for any reason, whether voluntary or involuntary, so that the Optionee is not an employee, a director or an advisory director of the Corporation or any affiliate of the Corporation. If the Optionee incurs a Termination of Service for any reason excluding death and Termination of Service for Cause (as defined in the Employment Agreement)Cause, the Optionee may, but only within the period of three months (or one year in the case of disability, as defined in Section 22(e)(3) of the Code) immediately succeeding such Termination of Service and in no event after the Expiration Date, exercise this Option to the extent the Optionee was entitled to exercise this Option on the date of Termination of Service (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5)Service. If the Optionee incurs a Termination of Service for Cause, all rights under this Option shall expire immediatelyimmediately upon the giving to the Optionee of notice of his termination, except as provided in Section 9 below. In the event of the death of the Optionee prior to the Optionee’s 's Termination of Service or during the one year three-month period referred to in the immediately preceding paragraph, the person or persons to whom the Option has been transferred pursuant to Section 4 by will or by the laws of descent and distribution may, but only to the extent the Optionee was entitled to exercise this Option on the date of the Optionee’s death (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5)'s death, exercise this Option at any time within the one year period following the death of the Optionee, but in no event after the Expiration Date. Following the death of the Optionee, the Committee may, in its sole discretion, as an alternative means of settlement of this Option, elect to pay to the person to whom this Option is transferred pursuant to Section 4 by will or by the laws of descent and distribution, the amount by which the market value Fair Market Value per share of Common Stock on the date of exercise of this Option shall exceed the Exercise Price per Option Share, multiplied by the number of Option Shares with respect to which this Option is properly exercised. Any such settlement of this Option shall be considered an exercise of this Option for all purposes of this Option. In the event that Optionee’s employment is terminated by the Corporation without Cause (as defined in the Employment Agreement) or is terminated as a result Option and of the Optionee resigning for Good Reason (as defined in the Employment Agreement), this Option, to the extent not theretofore vested and exercisable, shall become fully vested and exercisable and shall remain exercisable for the period specified above in this Section 5. In the event that Optionee’s employment is terminated prior to the Commencement Date (as defined in the Employment Agreement), all rights under this Option shall expire immediately upon such terminationPlan.

Termination of Service or Death of the Optionee. Except as provided in this Section 55 and Section 9 below, and notwithstanding any other provision of this Option to the contrary, this Option shall be exercisable only if the Optionee has not incurred a Termination termination of Service at the time of such exercise. As used herein, the term “Termination of Service” means cessation of service after the Commencement Date (as defined in the Employment Agreement) for any reason, whether voluntary or involuntary, so that the Optionee is not an employee, a director or an advisory director of the Corporation or any affiliate of the Corporation. If the Optionee incurs a Termination termination of Service for any reason excluding death and Termination of Service for Cause (as defined in the Employment Agreement)Cause, the Optionee may, but only within the period of three months (or one year in the case of Disability) immediately succeeding such Termination termination of Service and in no event after the Expiration Date, exercise this Option to the extent the Optionee was entitled to exercise this Option on the date of Termination termination of Service (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5)Service. If the Optionee incurs a Termination of Service for Cause, all rights under this Option shall expire immediatelyimmediately upon the giving to the Optionee of notice of his termination, except as provided in Section 9 below. In the event the Optionee terminates employment (whether by resignation or dismissal) in connection with or in circumstances involving a violation of the First Financial Holdings, Inc. Code of Conduct or a violation of the provisions of the Employee Manual relating to Good Conduct, Resignations and Disciplinary Guidelines, the Board of Directors (the "Board") may, in its sole 2 2007/052407/IA1 8K053107 discretion, rescind the exercisable stock options under this Agreement, effective as of the date of the Optionee's termination of employment. In the event of the Optionee's Termination for Cause (as defined in the Plan), stock options under this Agreement will be forfeited as of the date of termination of employment. In the event that, following voluntary termination of employment, the Optionee engages in "detrimental activity" (as defined below), the Board may, in its sole discretion, rescind exercisable stock options under this Agreement at any time prior to the actual delivery of shares pursuant to the exercise of such options. For purposes of this Agreement, "detrimental activity" means activity that is detrimental to the interests of the Corporation and its subsidiaries, including situations where the Optionee (i) divulges trade secrets or other confidential business information of the Corporation or its subsidiaries, (ii) enters into employment with a competitor of the Corporation or its subsidiaries in any location in which the Corporation or its subsidiaries maintains an office or, as of the date of the Optionee's termination of employment, had applied to an appropriate regulatory authority to establish an office, or (iii) uses information obtained during the course of the Optionee's employment with the Corporation or its subsidiaries for personal purposes, such as for the solicitation of business. In the event of the death of the Optionee prior to the Optionee’s Termination 's termination of Service or during the one year three-month period referred to in the immediately preceding paragraph, the person or persons to whom the Option has been transferred pursuant to Section 4 by will or by the laws of descent and distribution may, but only to the extent the Optionee was entitled to exercise this Option on the date of the Optionee’s death (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5)'s death, exercise this Option at any time within the one year period following the death of the Optionee, but in no event after the Expiration Date. Following the death of the Optionee, the Committee may, in its sole discretion, as an alternative means of settlement of this Option, elect to pay to the person to whom this Option is transferred pursuant to Section 4 by will or by the laws of descent and distribution, the amount by which the market value Fair Market Value per share of Common Stock on the date of exercise of this Option shall exceed the Exercise Price per Option Share, multiplied by the number of Option Shares with respect to which this Option is properly exercised. Any such settlement of this Option shall be considered an exercise of this Option for all purposes of this Option. In the event that Optionee’s employment is terminated by the Corporation without Cause (as defined in the Employment Agreement) or is terminated as a result Option and of the Optionee resigning for Good Reason (as defined in the Employment Agreement), this Option, to the extent not theretofore vested and exercisable, shall become fully vested and exercisable and shall remain exercisable for the period specified above in this Section 5. In the event that Optionee’s employment is terminated prior to the Commencement Date (as defined in the Employment Agreement), all rights under this Option shall expire immediately upon such terminationPlan.

Termination of Service or Death of the Optionee. Except as provided in this Section 55 and Section 9 below, and notwithstanding any other provision of this Option to the contrary, this Option shall be exercisable only if the Optionee has not incurred a Termination of Service at the time of such exercise. As used herein, the term “"Termination of Service” means " means, cessation of service after the Commencement Date (as defined in the Employment Agreement) service, for any reason, whether voluntary or involuntary, so that the Optionee affected individual is not either (i) an employee, a director or an advisory director employee of the Corporation or any affiliate Subsidiary for purposes of an Incentive Option, or (ii) a director, advisory director or employee of the CorporationCorporation and any Subsidiary for purposes of any other Award. If the Optionee incurs a Termination of Service for any reason excluding death and Termination of Service for Cause (as defined in the Employment Agreement)Cause, the Optionee may, but only within the period of three months (or one year in the case of disability, as defined in Section 22(e)(3) of the Code) immediately succeeding such Termination of Service and in no event after the Expiration Date, exercise this Option to the extent the Optionee was entitled to exercise this Option on the date of Termination of Service (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5)Service. If the Optionee incurs a Termination of Service for Cause, all rights under this Option shall expire immediatelyimmediately upon the giving to the Optionee of notice of such termination except as provided in Section 9 below. "Termination of Service for Cause" means Termination of Service by reason of personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties or gross negligence. In the event of the death of the Optionee prior to the Optionee’s 's Termination of Service or during the one three-month or one-year period referred to in the immediately preceding paragraph, the person or persons to whom the Option has been transferred pursuant to Section 4 by will or by the laws of descent and distribution may, but only to the extent the Optionee was entitled to exercise this Option on the date of the Optionee’s death (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5)'s death, exercise this Option at any time within the one year period following the death of the Optionee, but in no event after the Expiration Date. Following the death of the Optionee, the Committee may, in its sole discretion, as an alternative means of settlement of this Option, elect to pay to the person to whom this Option is transferred pursuant to Section 4 by will or by the laws of descent and distribution, the amount by which the market value Fair Market Value per share of Common Stock on the date of exercise of this Option shall exceed the Exercise Price per Option Share, multiplied by the number of Option Shares with respect to which this Option is properly exercised. Any such settlement of this Option shall be considered an exercise of this Option for all purposes of this Option. In the event that Optionee’s employment is terminated by the Corporation without Cause (as defined in the Employment Agreement) or is terminated as a result Option and of the Optionee resigning for Good Reason (as defined in the Employment Agreement), this Option, to the extent not theretofore vested and exercisable, shall become fully vested and exercisable and shall remain exercisable for the period specified above in this Section 5Plan. In the event that Optionee’s employment is terminated prior to the Commencement Date (as defined in the Employment Agreement), all rights under this Option shall expire immediately upon such termination.ISO-2 NEXT PAGE

Termination of Service or Death of the Optionee. Except as provided in this Section 55 and Section 9 below, and notwithstanding any other provision of this Option to the contrary, this Option shall be exercisable only if the Optionee has not incurred a Termination of Service at the time of such exercise. As used herein, the term “Termination of Service” means cessation of service after the Commencement Date (as defined in the Employment Agreement) for any reason, whether voluntary or involuntary, so that the Optionee is not an employee, a director or an advisory director of the Corporation or any affiliate of the Corporation. If the Optionee incurs a Termination of Service for any reason excluding death and Termination of Service for Cause (as defined in the Employment Agreement)Cause, the Optionee may, but only within the period of three months (or one year in the case of disability, as defined in Section 22(e) (3) of the Code) immediately succeeding such Termination of Service and in no event after the Expiration Date, exercise this Option to the extent the Optionee was entitled to exercise this Option on the date of Termination of Service (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5)Service. If the Optionee incurs a Termination of Service for Cause, all rights under this Option shall expire immediatelyimmediately upon the giving to the Optionee of notice of his termination, except as provided in Section 9 below. In the event of the death of the Optionee prior to the Optionee’s 's Termination of Service or during the one year three-month period referred to in the immediately preceding paragraph, the person or persons to whom the Option has been transferred pursuant to Section 4 by will or by the laws of descent and distribution may, but only to the extent the Optionee was entitled to exercise this Option on the date of the Optionee’s death (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5)'s death, exercise this Option at any time within the one year period following the death of the Optionee, but in no event after the Expiration Date. Following the death of the Optionee, the Committee may, in its sole sale discretion, as an alternative means of settlement of this Option, elect to pay to the person to whom this Option is transferred pursuant to Section 4 by will or by the laws of descent and distribution, the amount by which the market value Market Value per share of Common Stock on the date of exercise of this Option shall exceed the Exercise Price per Option Share, multiplied by the number of Option Shares with respect to which this Option is properly exercised. Any such settlement of this Option shall be considered an exercise of this Option for all purposes of this Option. In the event that Optionee’s employment is terminated by the Corporation without Cause (as defined in the Employment Agreement) or is terminated as a result Option and of the Optionee resigning for Good Reason (as defined in the Employment Agreement), this Option, to the extent not theretofore vested and exercisable, shall become fully vested and exercisable and shall remain exercisable for the period specified above in this Section 5. In the event that Optionee’s employment is terminated prior to the Commencement Date (as defined in the Employment Agreement), all rights under this Option shall expire immediately upon such terminationPlan.

Termination of Service or Death of the Optionee. Except as provided in the second or third paragraphs of this Section 5, 5 and notwithstanding any other provision of this Option to the contrary, this Option shall not be exercisable only if unless the Optionee has not incurred a Termination of Service Optionee, at the time he or she exercises this Option, has maintained Continuous Service from the Grant Date to the date of such exercise, which exercise date must be on or prior to the Expiration Date. As used herein, If the term “Termination of Service” means cessation of service after the Commencement Date (as defined in the Employment Agreement) Optionee shall cease to maintain Continuous Service for any reasonreason (including total or partial disability and normal (except as provided below) or early retirement, whether voluntary or involuntary, so that the Optionee is not an employee, a director or an advisory director but excluding death and termination of employment by the Corporation or any affiliate of the Corporation. If the Optionee incurs a Termination of Service Affiliate for any reason excluding death and Termination of Service for Cause (as defined in the Employment Agreementcause), the Optionee may, but only within the period of one year three months immediately succeeding such Termination cessation of Continuous Service and in no event after the Expiration Date, exercise this Option to Option. Notwithstanding the extent foregoing, if the Optionee was entitled ceases to exercise maintain Continuous Service due to normal retirement (i.e. after attaining the age of 65 years) and the Optionee has served the Corporation or an Affiliate for at least ten years, then this Option on may be exercised during the date five year period immediately following cessation of Termination of Continuous Service (after giving effect to any acceleration of vesting as provided but not later than the Expiration Date. The Optionee recognizes that if this Option becomes exercisable for the extended period set forth in the last paragraph preceding sentence, but is not fully exercised within three months after cessation of Continuous Service as an Employee (other than on account of death), this Section 5)Option shall cease to qualify as an Incentive Stock Option and shall for tax purposes be treated as Non-Qualified Stock Option. If the Optionee incurs a Termination of Service is terminated for Causecause, all rights under this Option shall expire immediatelyimmediately upon the giving to the Optionee of notice of such termination. In the event of the death of the Optionee prior to while in Continuous Service of the Optionee’s Termination of Service Corporation or an Affiliate or during the one three month or five year period referred to in the immediately preceding paragraph, whichever is applicable, the person or persons to whom the Option has been transferred pursuant to Section 4 by will or by the laws of descent and distribution may, but only to the extent the Optionee was entitled to exercise this Option on the date of the Optionee’s death (after giving effect at any time immediately prior to any acceleration of vesting as provided in the last paragraph of this Section 5)his or her death, exercise this Option at any time within the one year period following the death of the Optionee, but in no event after the Expiration Date. Following the death of the Optionee, the Committee may, in its sole discretion, as an alternative means of settlement of this Option, elect to pay to the person to whom this Option is transferred pursuant to Section 4 by will or by the laws of descent and distribution, the amount by which the market value Market Value per share of Common Stock on the date of exercise of this Option shall exceed the Exercise Price per Option SharePrice, multiplied by the number of Option Shares with respect to which this Option is properly exercised. Any such settlement of this Option shall be considered an exercise of this Option for all purposes of this Option. In the event that Optionee’s employment is terminated by the Corporation without Cause (as defined in the Employment Agreement) or is terminated as a result Option and of the Optionee resigning for Good Reason (as defined in the Employment Agreement), this Option, to the extent not theretofore vested and exercisable, shall become fully vested and exercisable and shall remain exercisable for the period specified above in this Section 5. In the event that Optionee’s employment is terminated prior to the Commencement Date (as defined in the Employment Agreement), all rights under this Option shall expire immediately upon such terminationPlan.

Termination of Service or Death of the Optionee. Except as provided in this Section 55 and Section 9 below, and notwithstanding any other provision of this Option to the contrary, this Option shall be exercisable only if the Optionee has not incurred a Termination of Service at the time of such exercise. As used herein, the term “Termination of Service” means cessation of service after the Commencement Date (as defined in the Employment Agreement) for any reason, whether voluntary or involuntary, so that the Optionee is not an employee, a director or an advisory director of the Corporation or any affiliate of the Corporation. If the Optionee incurs a Termination of Service for any reason excluding death and Termination of Service for Cause (as defined in the Employment Agreement)Cause, the Optionee may, but only within the period of three months (or one year in the case of death, Disability or Retirement) immediately succeeding such Termination of Service and in no event after the Expiration Date, exercise this Option to the extent the Optionee was entitled to exercise this Option on the date of Termination of Service (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5)Service. If the Optionee incurs a Termination of Service for Cause, all rights under this Option shall expire immediatelyimmediately upon the giving to the Optionee of notice of his termination, except as provided in Section 9 below. In the event of the death of the Optionee prior to the Optionee’s Termination of Service or during the one year three-month period referred to in the immediately preceding paragraph, the person or persons to whom the Option has been transferred pursuant to Section 4 may, but only to the extent the Optionee was entitled to exercise this Option on the date of the Optionee’s death (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5)death, exercise this Option at any time within the one year period following the death of the Optionee, but in no event after the Expiration Date. Following the death of the Optionee, the Committee may, in its sole discretion, as an alternative means of settlement of this Option, elect to pay to the person to whom this Option is transferred pursuant to Section 4 by will or by the laws of descent and distribution, the amount by which the market value Fair Market Value per share of Common Stock on the date of exercise of this Option shall exceed the Exercise Price per Option Share, multiplied by the number of Option Shares with respect to which this Option is properly exercised. Any such settlement of this Option shall be considered an exercise of this Option for all purposes of this Option. In the event that Optionee’s employment is terminated by the Corporation without Cause (as defined in the Employment Agreement) or is terminated as a result Option and of the Optionee resigning for Good Reason (as defined in the Employment Agreement), this Option, to the extent not theretofore vested and exercisable, shall become fully vested and exercisable and shall remain exercisable for the period specified above in this Section 5. In the event that Optionee’s employment is terminated prior to the Commencement Date (as defined in the Employment Agreement), all rights under this Option shall expire immediately upon such terminationPlan.

Termination of Service or Death of the Optionee. Except as provided in the second or third paragraphs of this Section 5, 5 and notwithstanding any other provision of this Option to the contrary, this Option shall not be exercisable only if unless the Optionee has not incurred a Termination of Service Optionee, at the time of such exercise. As used hereinhe exercises this Option, the term “Termination of has maintained "Continuous Service” means cessation of service after the Commencement Date " (as defined in the Employment AgreementPlan) for any reason, whether voluntary or involuntary, so that since the Optionee is not an employee, a director or an advisory director date of the Corporation or any affiliate grant of the Corporationthis Option. If the Optionee incurs a Termination of shall cease to maintain Continuous Service for any reason (including total or partial disability and normal or early retirement, but excluding death and Termination of Service termination for Cause (as defined in the Employment Agreementcause), the Optionee may, but only within the period of one year three months immediately succeeding such Termination cessation of Continuous Service and in no event after the Expiration Date, exercise this Option to the extent the Optionee was entitled to exercise this Option on at the date of Termination cessation. Notwithstanding the foregoing, if the Optionee ceases to maintain Continuous Service due to normal retirement and the Optionee has served the Corporation or Fort Bend Federal Savings and Loan Association of Service Rosenberg (the "Association") for at least five years, the Optionee may, but only during the period of three years immediately succeeding such cessation of Continuous Service, and in no event after giving effect to any acceleration of vesting as provided in the last paragraph expiration of this Section 5). If the Optionee incurs a Termination of Service for CauseOption, all rights under exercise this Option shall expire immediatelyOption. In the event of the death of the Optionee prior to while in Continuous Service of the Optionee’s Termination of Service Corporation or during the one three month or three year period periods referred to in the immediately preceding paragraph, the person or persons to whom the Option has been transferred pursuant to Section 4 by will or by the laws of descent and distribution may, but only to the extent the Optionee was entitled to exercise this Option on the date of the Optionee’s death (after giving effect immediately prior to any acceleration of vesting as provided in the last paragraph of this Section 5)his death, exercise this Option at any time within the one year period following the death of the Optionee, but in no event after later than ten years from the Expiration Datedate of the grant of this Option. Following the death of the Optionee, the Committee may, in its sole discretion, as an alternative means of settlement of this Option, elect to pay to the person to whom this Option is transferred by will or by the laws of descent and distribution or pursuant to Section 4 a qualified domestic relations order, as described in the Plan, the amount by which the market value Market Value (as defined in the Plan) per share of Common Stock on the date of exercise of this Option shall exceed the Exercise Price per Option Share, multiplied by the number of Option Shares with respect to which this Option is properly exercised. Any such settlement of this Option shall be considered an exercise of this Option for all purposes of this Option. In the event that Optionee’s employment is terminated by the Corporation without Cause (as defined in the Employment Agreement) or is terminated as a result Option and of the Optionee resigning for Good Reason (as defined in the Employment Agreement), this Option, to the extent not theretofore vested and exercisable, shall become fully vested and exercisable and shall remain exercisable for the period specified above in this Section 5. In the event that Optionee’s employment is terminated prior to the Commencement Date (as defined in the Employment Agreement), all rights under this Option shall expire immediately upon such terminationPlan.

Termination of Service or Death of the Optionee. Except as provided in this Section 55 and Section 9 below, and notwithstanding any other provision of this Option to the contrary, this Option shall be exercisable only if the Optionee has not incurred a Termination termination of Service at the time of such exercise. As used herein, the term “Termination of Service” means cessation of service after the Commencement Date (as defined in the Employment Agreement) for any reason, whether voluntary or involuntary, so that the Optionee is not an employee, a director or an advisory director of the Corporation or any affiliate of the Corporation. If the Optionee incurs a Termination termination of Service for any reason excluding death and Termination of Service for Cause (as defined in the Employment Agreement)Cause, the Optionee may, but only within the period of three months (or one year in the case of Disability) immediately succeeding such Termination termination of Service and in no event after the Expiration Date, exercise this Option to the extent the Optionee was entitled to exercise this Option on the date of Termination termination of Service (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5)Service. If the Optionee incurs a Termination of Service for Cause, all rights under this Option shall expire immediatelyimmediately upon the giving to the Optionee of notice of his termination, except as provided in Section 9 below. In the event the Optionee terminates employment (whether by resignation or dismissal) in connection with or in circumstances involving a violation of the First Financial Holdings, Inc. Code of Conduct or a violation of the provisions of the Employee Manual relating to Good Conduct, Resignations and Disciplinary Guidelines, the Board of Directors (the "Board") may, in its sole discretion, rescind the exercisable stock options under this Agreement, effective as of the date of the Optionee's termination of employment. In the event of the Optionee's Termination for Cause (as defined in the Plan), stock options under this Agreement will be forfeited as of the date of termination of employment. In the event that, following voluntary termination of employment, the Optionee engages in "detrimental activity" (as defined below), the Board may, in its sole discretion, rescind exercisable stock options under this Agreement at any time prior to the actual delivery of shares pursuant to the exercise of such options. For purposes of this Agreement, "detrimental activity" means activity that is detrimental to the interests of the Corporation and its subsidiaries, including situations where the Optionee (i) divulges trade secrets or other confidential business information of the Corporation or its subsidiaries, (ii) enters into employment with a competitor of the Corporation or its subsidiaries in any location in which the Corporation or its subsidiaries maintains an office or, as of the date of the Optionee's termination of employment, had applied to an appropriate regulatory authority to establish an office, or (iii) uses information obtained during the course of the Optionee's 2 2007/052407/IPA1 8K053107 employment with the Corporation or its subsidiaries for personal purposes, such as for the solicitation of business. In the event of the death of the Optionee prior to the Optionee’s Termination ' s termination of Service or during the one year three-month period referred to in the immediately preceding paragraph, the person or persons to whom the Option has been transferred pursuant to Section 4 by will or by the laws of descent and distribution may, but only to the extent the Optionee was entitled to exercise this Option on the date of the Optionee’s death (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5)' death, exercise this Option at any time within the one year period following the death of the Optionee, but in no event after the Expiration Date. Following the death of the Optionee, the Committee may, in its sole discretion, as an alternative means of settlement of this Option, elect to pay to the person to whom this Option is transferred pursuant to Section 4 by will or by the laws of descent and distribution, the amount by which the market value Fair Market Value per share of Common Stock on the date of exercise of this Option shall exceed the Exercise Price per Option Share, multiplied by the number of Option Shares with respect to which this Option is properly exercised. Any such settlement of this Option shall be considered an exercise of this Option for all purposes of this Option. In the event that Optionee’s employment is terminated by the Corporation without Cause (as defined in the Employment Agreement) or is terminated as a result Option and of the Optionee resigning for Good Reason (as defined in the Employment Agreement), this Option, to the extent not theretofore vested and exercisable, shall become fully vested and exercisable and shall remain exercisable for the period specified above in this Section 5. In the event that Optionee’s employment is terminated prior to the Commencement Date (as defined in the Employment Agreement), all rights under this Option shall expire immediately upon such terminationPlan.

Termination of Service or Death of the Optionee. Except as provided in this Section 55 and Section 7 below, and notwithstanding any other provision of this Option to the contrary, this Option shall be exercisable only if the Optionee has not incurred a Termination of Service at the time of such exercise. As used herein, the term “"Termination of Service” means " means, cessation of service after the Commencement Date (as defined in the Employment Agreement) service, for any reason, whether voluntary or involuntary, so that the Optionee affected individual is not an employeea director, a advisory director or an advisory director employee of the Corporation or and any affiliate of the CorporationSubsidiary. If the Optionee incurs a Termination of Service for any reason excluding death death, disability (as defined in Section 22(e)(3) of the Code) and Termination of Service for Cause (as defined in the Employment Agreement)Cause, the Optionee may, but only within the period of one year three months immediately succeeding such Termination of Service and in no event after the Expiration Date, exercise this Option to the extent the Optionee was entitled to exercise this Option on the date of Termination of Service (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5)Service. If the Optionee incurs a Termination of Service for Cause, all rights under this Option shall expire immediatelyimmediately upon the giving to the Optionee of notice of such termination except as provided in Section 7 below. "Termination of Service for Cause" means Termination of Service by reason of personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties or gross negligence. In the event of the death or disability of the Optionee prior to the Optionee’s 's Termination of Service or during the one year three-month period referred to in the immediately preceding paragraph, the Optionee or the person or persons to whom the Option has been transferred pursuant to Section 4 may, but only to the extent the Optionee was entitled to exercise this Option on the date of the Optionee’s 's death (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5)or disability, exercise this Option at any time within the one year period following the death or disability of the Optionee, but in no event after the Expiration Date. Following the death of the Optionee, the Committee may, in its sole discretion, as an alternative means of settlement of this Option, elect to pay to the person to whom this Option is transferred pursuant to Section 4 the amount by which the market value Fair Market Value per share of Common Stock on the date of exercise of this Option shall exceed the Exercise Price per Option Share, multiplied by the number of Option Shares with respect to which this Option is properly exercised. Any such settlement of this Option shall be considered an exercise of this Option for all purposes of this Option. In the event that Optionee’s employment is terminated by the Corporation without Cause (as defined in the Employment Agreement) or is terminated as a result Option and of the Optionee resigning for Good Reason (as defined in the Employment Agreement), this Option, to the extent not theretofore vested and exercisable, shall become fully vested and exercisable and shall remain exercisable for the period specified above in this Section 5Plan. In the event that Optionee’s employment is terminated prior to the Commencement Date (as defined in the Employment Agreement), all rights under this Option shall expire immediately upon such termination.NEXT PAGE

Termination of Service or Death of the Optionee. Except as provided in this Section 55 and Section 8 below, and notwithstanding any other provision of this Option to the contrary, this Option shall be exercisable only if the Optionee has not incurred a Termination of Service at the time of such exercise. As used herein, the term “Termination of Service” means cessation of service after the Commencement Date (as defined in the Employment Agreement) for any reason, whether voluntary or involuntary, so that the Optionee is not an employee, a director or an advisory director of the Corporation or any affiliate of the Corporation. If the Optionee incurs a Termination of Service for any reason excluding death and Termination of Service for Cause (as defined in the Employment Agreement)Cause, the Optionee may, but only within the period of one year immediately succeeding such Termination of Service and in no event after the Expiration Date, exercise this Option to the extent the Optionee was entitled to exercise this Option on the date of Termination of Service (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5)Service. If the Optionee incurs a Termination of Service for Cause, all rights under this Option shall expire immediatelyimmediately upon the giving to the Optionee of notice of his termination, except as provided in Section 8 below. NQSO-2NEXT PAGE In the event of the death of the Optionee prior to the Optionee’s 's Termination of Service or during the one year period referred to in the immediately preceding paragraph, the person or persons to whom the Option has been transferred pursuant to Section 4 may, but only to the extent the Optionee was entitled to exercise this Option on the date of the Optionee’s death (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5)'s death, exercise this Option at any time within the one year period following the death of the Optionee, but in no event after the Expiration Date. Following the death of the Optionee, the Committee may, in its sole discretion, as an alternative means of settlement of this Option, elect to pay to the person to whom this Option is transferred pursuant to Section 4 the amount by which the market value Market Value per share of Common Stock on the date of exercise of this Option shall exceed the Exercise Price per Option Share, multiplied by the number of Option Shares with respect to which this Option is properly exercised. Any such settlement of this Option shall be considered an exercise of this Option for all purposes of this Option. In the event that Optionee’s employment is terminated by the Corporation without Cause (as defined in the Employment Agreement) or is terminated as a result Option and of the Optionee resigning for Good Reason (as defined in the Employment Agreement), this Option, to the extent not theretofore vested and exercisable, shall become fully vested and exercisable and shall remain exercisable for the period specified above in this Section 5. In the event that Optionee’s employment is terminated prior to the Commencement Date (as defined in the Employment Agreement), all rights under this Option shall expire immediately upon such terminationPlan.

Termination of Service or Death of the Optionee. Except as provided in this Section 55 and Section 8 below, and notwithstanding any other provision of this Option to the contrary, this Option shall be exercisable only if the Optionee has not incurred a Termination termination of Service at the time of such exercise. As used herein, the term “Termination of Service” means cessation of service after the Commencement Date (as defined in the Employment Agreement) for any reason, whether voluntary or involuntary, so that the Optionee is not an employee, a director or an advisory director of the Corporation or any affiliate of the Corporation. If the Optionee incurs a Termination termination of Service for any reason excluding death and Termination of Service for Cause (as defined in the Employment Agreement)Cause, the Optionee may, but only within the period of one year immediately succeeding such Termination termination of Service and in no event after the Expiration Date, exercise this Option to the extent the Optionee was entitled to exercise this Option on the date of Termination termination of Service (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5)Service. If the Optionee incurs a Termination of Service for Cause, all rights under this Option shall expire immediatelyimmediately upon the giving to the Optionee of notice of his termination, except as provided in Section 8 below. In the event the Optionee terminates employment (whether by resignation or dismissal) in connection with or in circumstances involving a violation of the First Financial Holdings, Inc. Code of Conduct or a violation of the provisions of the Employee Manual relating to Good Conduct, Resignations and Disciplinary Guidelines, the Board of Directors (the "Board") may, in its sole 2 2007/052407/NQA1 8K053107 discretion, rescind the exercisable stock options under this Agreement, effective as of the date of the Optionee's termination of employment. In the event of the Optionee's Termination for Cause (as defined in the Plan), stock options under this Agreement will be forfeited as of the date of termination of employment. In the event that, following voluntary termination of employment, the Optionee engages in "detrimental activity" (as defined below), the Board may, in its sole discretion, rescind exercisable stock options under this Agreement at any time prior to the actual delivery of shares pursuant to the exercise of such options. For purposes of this Agreement, "detrimental activity" means activity that is detrimental to the interests of the Corporation and its subsidiaries, including situations where the Optionee (i) divulges trade secrets or other confidential business information of the Corporation or its subsidiaries, (ii) enters into employment with a competitor of the Corporation or its subsidiaries in any location in which the Corporation or its subsidiaries maintains an office or, as of the date of the Optionee's termination of employment, had applied to an appropriate regulatory authority to establish an office, or (iii) uses information obtained during the course of the Optionee's employment with the Corporation or its subsidiaries for personal purposes, such as for the solicitation of business. In the event of the death of the Optionee prior to the Optionee’s Termination 's termination of Service or during the one year period referred to in the immediately preceding paragraph, the person or persons to whom the Option has been transferred pursuant to Section 4 may, but only to the extent the Optionee was entitled to exercise this Option on the date of the Optionee’s death (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5)'s death, exercise this Option at any time within the one year period following the death of the Optionee, but in no event after the Expiration Date. Following the death of the Optionee, the Committee may, in its sole discretion, as an alternative means of settlement of this Option, elect to pay to the person to whom this Option is transferred pursuant to Section 4 the amount by which the market value Fair Market Value per share of Common Stock on the date of exercise of this Option shall exceed the Exercise Price per Option Share, multiplied by the number of Option Shares with respect to which this Option is properly exercised. Any such settlement of this Option shall be considered an exercise of this Option for all purposes of this Option. In the event that Optionee’s employment is terminated by the Corporation without Cause (as defined in the Employment Agreement) or is terminated as a result Option and of the Optionee resigning for Good Reason (as defined in the Employment Agreement), this Option, to the extent not theretofore vested and exercisable, shall become fully vested and exercisable and shall remain exercisable for the period specified above in this Section 5. In the event that Optionee’s employment is terminated prior to the Commencement Date (as defined in the Employment Agreement), all rights under this Option shall expire immediately upon such terminationPlan.

Termination of Service or Death of the Optionee. Except as provided in the second or third paragraphs of this Section 5, 5 and notwithstanding any other provision of this Option to the contrary, this Option shall not be exercisable only if unless the Optionee has not incurred a Termination of Service Optionee, at the time of such exercise. As used hereinhe exercises this Option, the term has maintained “Termination of Continuous Service” means cessation of service after the Commencement Date (as defined in the Employment AgreementPlan as in effect on the date of the grant of this Option) since the date of the grant of this Option. If the Optionee shall cease to maintain Continuous Service for any reason, whether voluntary or involuntary, so that the Optionee is not an employee, a director or an advisory director reason (excluding death and termination of employment by the Corporation or any affiliate of the Corporation. If the Optionee incurs a Termination of Service Affiliate for any reason excluding death and Termination of Service for Cause (as defined in the Employment Agreementcause), the Optionee may, but only within the period of one year three months immediately succeeding such Termination cessation of Continuous Service and in no event after the Expiration Date, exercise this Option to the extent the Optionee was entitled to exercise this Option on at the date of Termination of Service (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5)cessation. If the Optionee incurs shall cease to maintain Continuous Service by reason of death or disability then, this Option shall become fully exercisable upon the happening of such event and shall remain so exercisable in the event of death for a Termination period of Service one year and in the event of disability for Causea period of three months following such date. If the Optionee is terminated for cause, all rights under this Option shall expire immediatelyimmediately upon the giving to the Optionee of notice of such termination. In the event of the death of the Optionee prior to while in Continuous Service of the Optionee’s Termination of Service Corporation or during an Affiliate (as defined in the one year period Plan) or within the three months referred to in the immediately preceding paragraph, the person or persons to whom the Option has been transferred pursuant to Section 4 by will or by the laws of descent and distribution may, but only to the extent the Optionee was entitled to exercise this Option on the date of the Optionee’s death (after giving effect immediately prior to any acceleration of vesting as provided in the last paragraph of this Section 5)his death, exercise this Option at any time within the one year period following the death of the Optionee, but in no event after later than ten years from the Expiration Datedate of the grant of this Option. Following the death of the Optionee, the Committee may, in its sole discretion, as an alternative means of settlement of this Option, elect to pay to the person to whom this Option is transferred pursuant to Section 4 by will or by the laws of descent and distribution the amount by which the market value Market Value (as defined in the Plan) per share of Common Stock on the date of exercise of this Option shall exceed the Exercise Price per Option Share, multiplied by the number of Option Shares with respect to which this Option is properly exercised. Any such settlement of this Option shall be considered an exercise of this Option for all purposes of this Option. In the event that Optionee’s employment is terminated by the Corporation without Cause (as defined in the Employment Agreement) or is terminated as a result Option and of the Optionee resigning for Good Reason (as defined in the Employment Agreement), this Option, to the extent not theretofore vested and exercisable, shall become fully vested and exercisable and shall remain exercisable for the period specified above in this Section 5Plan. In the event that Optionee’s employment is terminated prior to the Commencement Date (as defined in the Employment Agreement), all rights under this Option shall expire immediately upon such termination6.

Termination of Service or Death of the Optionee. Except as provided in this Section 5, and notwithstanding any other provision of this Option to the contrary, this Option shall be exercisable only if the Optionee has not incurred a Termination of Service at the time of such exercise. As used herein, the term “Termination of Service” means cessation of service after the Commencement Date (as defined in the Employment Agreement) for any reason, whether voluntary or involuntary, so that the Optionee is not an employee, a director or an advisory director of the Corporation or any affiliate of the Corporation. If the Optionee incurs a Termination of Service for any reason excluding death and Termination of Service for Cause (as defined in the Employment Agreement), the Optionee may, but only within the period of one year immediately succeeding such Termination of Service and in no event after the Expiration Date, exercise this Option to the extent the Optionee was entitled to exercise this Option on the date of Termination of Service (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5). If the Optionee incurs a Termination of Service for Cause, all rights under this Option shall expire immediately. In the event of the death of the Optionee prior to the Optionee’s 's Termination of Service or during the one year period referred to in the immediately preceding paragraph, the person or persons to whom the Option has been transferred pursuant to Section 4 may, but only to the extent the Optionee was entitled to exercise this Option on the date of the Optionee’s 's death (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5), exercise this Option at any time within the one year period following the death of the Optionee, but in no event after the Expiration Date. Following the death of the Optionee, the Committee may, in its sole discretion, as an alternative means of settlement of this Option, elect to pay to the person to whom this Option is transferred pursuant to Section 4 the amount by which the market value per share of Common Stock on the date of exercise of this Option shall exceed the Exercise Price per Option Share, multiplied by the number of Option Shares with respect to which this Option is properly exercised. Any such settlement of this Option shall be considered an exercise of this Option for all purposes of this Option. In the event that Optionee’s employment is terminated by the Corporation without Cause (as defined in the Employment Agreement) or is terminated as a result of the Optionee resigning for Good Reason (as defined in the Employment Agreement), this Option, to the extent not theretofore vested and exercisable, shall become fully vested and exercisable and shall remain exercisable for the period specified above in this Section 5. In the event that Optionee’s employment is terminated prior to the Commencement Date (as defined in the Employment Agreement), all rights under this Option shall expire immediately upon such termination.

Termination of Service or Death of the Optionee. Except as provided in this Section 5, 5 and notwithstanding any other provision of this Option to the contrary, this Option shall be exercisable only if the Optionee has not incurred a Termination of Service at the time of such exercise. As used herein, the term “Termination of Service” means cessation of service after the Commencement Date (as defined in the Employment Agreement) for any reason, whether voluntary or involuntary, so that the Optionee is not an employee, a director or an advisory director of the Corporation or any affiliate of the Corporation. If the Optionee incurs a Termination of Service for any reason excluding death and Termination of Service for Cause (as defined in the Employment Agreement), the Optionee may, but only within the period of one year immediately succeeding such Termination of Service and in no event after the Expiration Date, exercise this Option to the extent the Optionee was entitled to exercise this Option on the date of Termination of Service (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5). If the Optionee incurs a Termination of Service for Cause, all rights under this Option shall expire immediately. In the event of the death of the Optionee prior to the Optionee’s Termination of Service or during the one year period referred to in the immediately preceding paragraph, the person or persons to whom the Option has been transferred pursuant to Section 4 may, but only to the extent the Optionee was entitled to exercise this Option on the date of the Optionee’s death (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5), exercise this Option at any time within the one year period following the death of the Optionee, but in no event after the Expiration Date. Following the death of the Optionee, the Committee may, in its sole discretion, as an alternative means of settlement of this Option, elect to pay to the person to whom this Option is transferred pursuant to Section 4 the amount by which the market value per share of Common Stock on the date of exercise of this Option shall exceed the Exercise Price per Option Share, multiplied by the number of Option Shares with respect to which this Option is properly exercised. Any such settlement of this Option shall be considered an exercise of this Option for all purposes of this Option. In the event that Optionee’s employment is terminated by the Corporation without Cause (as defined in the Employment Agreement) or is terminated as a result of the Optionee resigning for Good Reason (as defined in the Employment Agreement), this Option, to the extent not theretofore vested and exercisable, shall become fully vested and exercisable and shall remain exercisable for the period specified above in this Section 5. In the event that Optionee’s employment is terminated prior to the Commencement Date (as defined in the Employment Agreement), all rights under this Option shall expire immediately upon such termination.

Termination of Service or Death of the Optionee. Except as provided in this Section 5, 5 and notwithstanding any other provision of this Option to the contrary, this Option shall be exercisable only if the Optionee has not incurred a Termination of Service at the time of such exercise. As used herein, the term “Termination of Service” means cessation of service after the Commencement Date (as defined in the Employment Agreement) for any reason, whether voluntary or involuntary, so that the Optionee is not an employee, a director or an advisory director of the Corporation or any affiliate of the Corporation. If the Optionee incurs a Termination of Service for any reason reason, excluding death and Termination of Service for Cause (as defined in the Employment Agreement)Cause, the Optionee may, but only within the period of three months (or one year in the case of disability, as defined in Section 22(e)(3) of the Code) immediately succeeding such Termination of Service and in no event after the Expiration Date, exercise this Option to the extent the Optionee was entitled to exercise this Option on the date of Termination of Service (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5)Service. If the Optionee incurs a Termination of Service for Cause, all rights under this Option shall expire immediatelyimmediately upon the giving to the Optionee of notice of such termination. In the event of the death of the Optionee prior to the Optionee’s 's Termination of Service or during the one year period referred to in the immediately preceding paragraphwithin three months thereafter, the person or persons to whom the Option has been transferred pursuant to Section 4 may, but only to the extent the Optionee was entitled to exercise this Option on the date of the Optionee’s death (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5)'s death, exercise this Option at any time within the one year period following the death of the Optionee, but in no event after the Expiration Date. Notwithstanding the foregoing, in the event that the Optionee is employed by the Corporation pursuant to a written employment agreement and such Optionee suffers an Involuntary Termination (as defined in the employment agreement) prior to the date that all of the Options granted to such Optionee pursuant to this Award Agreement become exercisable, then (a) the Optionee's unvested Options on the date of the Optionee's Termination of Service shall nevertheless become exercisable on the date immediately preceding the date of Involuntary Termination of the Optionee, and (b) all exercisable Options granted to such Optionee pursuant to this Award Agreement (inclusive of those ISO-2NEXT PAGE described in subparagraph (a) of this paragraph when they become exercisable) may be exercised until (x) three months after the date on which all of the Options granted pursuant to this Award Agreement become exercisable or (y) if the Optionee dies prior to the expiration of the three month period set forth in subparagraph (x) of this paragraph, then by the person or persons to whom this Option has been transferred pursuant to Section 4 within one year after the Optionee's date of death, but in either case not later than the Expiration Date. Following the death of the Optionee, the Committee may, in its sole discretion, as an alternative means of settlement of this Option, elect to pay to the person to whom this Option is transferred pursuant to Section 4 by will or by the laws of descent and distribution, the amount by which the market value Market Value per share of Common Stock on the date of exercise of this Option shall exceed the Exercise Price per for each of the Option ShareShares, multiplied by the number of Option Shares with respect to which this Option is properly exercised. Any such settlement of this Option shall be considered an exercise of this Option for all purposes of this Option. In the event that Optionee’s employment is terminated by the Corporation without Cause (as defined in the Employment Agreement) or is terminated as a result Option and of the Optionee resigning for Good Reason (as defined in the Employment Agreement), this Option, to the extent not theretofore vested and exercisable, shall become fully vested and exercisable and shall remain exercisable for the period specified above in this Section 5. In the event that Optionee’s employment is terminated prior to the Commencement Date (as defined in the Employment Agreement), all rights under this Option shall expire immediately upon such terminationPlan.

Termination of Service or Death of the Optionee. Except as provided in the second or third paragraphs of this Section 5, 5 and notwithstanding any other provision of this Option to the contrary, this Option shall not be exercisable only if unless the Optionee has not incurred a Termination of Service Optionee, at the time of such exercise. As used hereinhe exercises this Option, the term “Termination of has maintained "Continuous Service” means cessation of service after the Commencement Date " (as defined in the Employment AgreementPlan) for any reason, whether voluntary or involuntary, so that since the Optionee is not an employee, a director or an advisory director date of the Corporation or any affiliate grant of the Corporationthis Option. If the Optionee incurs a Termination of shall cease to maintain Continuous Service for any reason (including total or partial disability and normal or early retirement but excluding death and Termination of Service termination for Cause (as defined in the Employment Agreementcause), the Optionee may, but only within the period of one year three months immediately succeeding such Termination cessation of Continuous Service and in no event after the Expiration Date, exercise this Option to the extent the Optionee was entitled to exercise this Option on at the date of Termination cessation. Notwithstanding the foregoing, if the Optionee ceases to maintain Continuous Service due to normal retirement, and the Optionee has served the Corporation or Fort Bend Federal Savings and Loan Association of Rosenberg (the "Association") for at least five years, the Optionee may, but only during, the period of three years immediately succeeding such cessation of Continuous Service (and in no event after giving effect to any acceleration of vesting as provided in the last paragraph expiration of this Section 5). If the Optionee incurs a Termination of Service for CauseOption, all rights under exercise this Option shall expire immediatelyOption. In the event of the death of the Optionee prior to while in Continuous Service of the Optionee’s Termination of Service Corporation or during the one three month or three year period periods referred to in the immediately preceding paragraph, the person or persons to whom the Option has been transferred pursuant to Section 4 by will or by the laws of descent and distribution may, but only to the extent the Optionee was entitled to exercise this Option on the date of the Optionee’s death (after giving effect immediately prior to any acceleration of vesting as provided in the last paragraph of this Section 5)his death, exercise this Option at any time within the one year period following the death of the Optionee, but in no event after later than ten years from the Expiration Datedate of the grant of this Option. Following the death of the Optionee, the Committee may, in its sole discretion, as an alternative means of settlement of this Option, elect to pay to the person to whom this Option is transferred pursuant to Section 4 by will or by the laws of descent and distribution the amount by which the market value Market Value (as defined in the Plan) per share of Common Stock on the date of exercise of this Option shall exceed the Exercise Price per Option Share, multiplied by the number of Option Shares with respect to which this Option is properly exercised. Any such settlement of this Option shall be considered an exercise of this Option for all purposes of this Option. In the event that Optionee’s employment is terminated by the Corporation without Cause (as defined in the Employment Agreement) or is terminated as a result Option and of the Optionee resigning for Good Reason (as defined in the Employment Agreement), this Option, to the extent not theretofore vested and exercisable, shall become fully vested and exercisable and shall remain exercisable for the period specified above in this Section 5. In the event that Optionee’s employment is terminated prior to the Commencement Date (as defined in the Employment Agreement), all rights under this Option shall expire immediately upon such terminationPlan.

Termination of Service or Death of the Optionee. Except as provided in this Section 55 and Section 8 below, and notwithstanding any other provision of this Option to the contrary, this Option shall be exercisable only if the Optionee has not incurred a Termination of Service at the time of such exercise. As used herein, the term “Termination of Service” means cessation of service after the Commencement Date (as defined in the Employment Agreement) for any reason, whether voluntary or involuntary, so that the Optionee is not an employee, a director or an advisory director of the Corporation or any affiliate of the Corporation. If the Optionee incurs a Termination of Service for any reason excluding death and Termination of Service for Cause (as defined in the Employment Agreement)Cause, the Optionee may, but only within the period of one year immediately succeeding such Termination of Service and in no event after the Expiration Date, exercise this Option to the extent the Optionee was entitled to exercise this Option on the date of Termination of Service (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5)Service. If the Optionee incurs a Termination of Service for Cause, all rights under this Option shall expire immediatelyimmediately upon the giving to the Optionee of notice of his termination, except as provided in Section 8 below. In the event of the death of the Optionee prior to the Optionee’s 's Termination of Service or during the one year period referred to in the immediately preceding paragraph, the person or persons to whom the Option has been transferred pursuant to Section 4 may, but only to the extent the Optionee was entitled to exercise this Option on the date of the Optionee’s death (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5)'s death, exercise this Option at any time within the one year period following the death of the Optionee, but in no event after the Expiration Date. Following the death of the Optionee, the Committee may, in its sole discretion, as an alternative means of settlement of this Option, elect to pay to the person to whom this Option is transferred pursuant to Section 4 the amount by which the market value Fair Market Value per share of Common Stock on the date of exercise of this Option shall exceed the Exercise Price per Option Share, multiplied by the number of Option Shares with respect to which this Option is properly exercised. Any such settlement of this Option shall be considered an exercise of this Option for all purposes of this Option. In the event that Optionee’s employment is terminated by the Corporation without Cause (as defined in the Employment Agreement) or is terminated as a result Option and of the Optionee resigning for Good Reason (as defined in the Employment Agreement), this Option, to the extent not theretofore vested and exercisable, shall become fully vested and exercisable and shall remain exercisable for the period specified above in this Section 5. In the event that Optionee’s employment is terminated prior to the Commencement Date (as defined in the Employment Agreement), all rights under this Option shall expire immediately upon such terminationPlan.

Termination of Service or Death of the Optionee. Except as provided in the second or third paragraphs of this Section 5, 5 and notwithstanding any other provision of this Option to the contrary, this Option shall not be exercisable only if unless the Optionee has not incurred a Termination of Service Optionee, at the time of such exercise. As used hereinhe exercises this Option, the term “Termination of has maintained "Continuous Service” means cessation of service after the Commencement Date " (as defined in the Employment Agreement) for any reason, whether voluntary or involuntary, so that Plan as in effect on the Optionee is not an employee, a director or an advisory director date of the Corporation or any affiliate grant of this Option) since the date of the Corporationgrant of this Option. If the Optionee incurs a Termination shall cease to maintain Continuous Service because of Service for any reason excluding death and Termination total or partial disability, or because of Service for Cause (as defined in the Employment Agreement)retirement, the Optionee may, but only within the period of one year three months immediately succeeding such Termination cessation of Continuous Service and in no event after the Expiration Date, exercise this Option to the extent the Optionee was entitled to exercise this Option on at the date of Termination cessation. Notwithstanding the foregoing, if the Optionee shall cease to maintain Continuous Service due to normal retirement, and the Optionee has served the Corporation or CoVest Banc, National Association for at least ten years, the Optionee may, but only during the period of five years immediately succeeding such cessation of Continuous Service (and in no event after giving effect to any acceleration of vesting as provided in the last paragraph expiration of this Section 5)Option, exercise such Option. If the Optionee incurs a Termination of Service is terminated for Causecause, all rights under this Option shall expire immediatelyimmediately upon the giving to the Optionee of notice of such termination. In the event of the death of the Optionee prior to while in Continuous Service of the Optionee’s Termination of Service Corporation or during the one three month and five year period periods referred to in the immediately preceding paragraph, the person or persons to whom the Option has been transferred pursuant to Section 4 by will or by the laws of descent and distribution may, but only to the extent the Optionee was entitled to exercise this Option on the date of the Optionee’s death (after giving effect immediately prior to any acceleration of vesting as provided in the last paragraph of this Section 5)his death, exercise this Option at any time within the one year period following the death of the Optionee, but in no event after later than ten years from the Expiration Datedate of the grant of this Option. Following the death of the Optionee, the Committee may, in its sole discretion, as an alternative means of settlement of this Option, elect to pay to the person to whom this Option is transferred pursuant to Section 4 by will or by the laws of descent and distribution the amount by which the market value Market Value (as defined in the Plan) per share of Common Stock on the date of exercise of this Option shall exceed the Exercise Price per Option Share, multiplied by the number of Option Shares with respect to which this Option is properly exercised. Any such settlement of this Option shall be considered an exercise of this Option for all purposes of this Option. In the event that Optionee’s employment is terminated by the Corporation without Cause (as defined in the Employment Agreement) or is terminated as a result Option and of the Optionee resigning for Good Reason (as defined in the Employment Agreement), this Option, to the extent not theretofore vested and exercisable, shall become fully vested and exercisable and shall remain exercisable for the period specified above in this Section 5. In the event that Optionee’s employment is terminated prior to the Commencement Date (as defined in the Employment Agreement), all rights under this Option shall expire immediately upon such terminationPlan.

Termination of Service or Death of the Optionee. Except as provided in this Section 5, and notwithstanding any other provision of this Option to the contrary, this Option shall be exercisable only if the Optionee has not incurred a Termination of Service at the time of such exercise. As used herein, the term “Termination of Service” means cessation of service after the Commencement Date (as defined in the Employment Agreement) for any reason, whether voluntary or involuntary, so that the Optionee is not an employee, a director or an advisory director of the Corporation or any affiliate of the Corporation. If the Optionee incurs a Termination of Service for any reason excluding death and Termination of Service for Cause (as defined in the Employment Agreement)Cause, then the Optionee may, but only within the period of one year three months immediately succeeding such Termination of Service and in no event after the Expiration Date, exercise this Option to the extent the Optionee was entitled to exercise this Option on the date of Termination of Service (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5)Service. If the Optionee incurs a Termination of Service for Cause, all rights under this Option shall expire immediatelyimmediately upon the giving to the Optionee of notice of such termination. In the event of the death of the Optionee prior to the Optionee’s 's Termination of Service or during the one year period referred to in the immediately preceding paragraphwithin three months thereafter, the person or persons to whom the Option has been transferred pursuant to Section 4 may, but only to the extent the Optionee was entitled to exercise this Option on the date of the Optionee’s death (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5)'s death, exercise this Option at any time within the one year period following the death of the Optionee, but in no event after the Expiration Date. Following the death of the Optionee, the Committee may, in its sole discretion, as an alternative means of settlement of this Option, elect to pay to the person to whom this Option is transferred pursuant to Section 4 the amount by which the market value Market Value per share of Common Stock Share on the date of exercise of this Option shall exceed the Exercise Price per for each of the Option ShareShares, multiplied by the number of the Option Shares with respect to which this Option is properly exercised. Any such settlement of this Option shall be considered an exercise of this Option for all purposes of this Option. In the event that Optionee’s employment is terminated by the Corporation without Cause (as defined in the Employment Agreement) or is terminated as a result Option and of the Optionee resigning for Good Reason (as defined in the Employment Agreement), this Option, to the extent not theretofore vested and exercisable, shall become fully vested and exercisable and shall remain exercisable for the period specified above in this Section 5. In the event that Optionee’s employment is terminated prior to the Commencement Date (as defined in the Employment Agreement), all rights under this Option shall expire immediately upon such terminationPlan.

Termination of Service or Death of the Optionee. Except as provided in this Section 55 and Section 8 below, and notwithstanding any other provision of this Option to the contrary, this Option shall be exercisable only if the Optionee has not incurred a Termination of Service at the time of such exercise. As used herein, the term “Termination of Service” means cessation of service after the Commencement Date (as defined in the Employment Agreement) for any reason, whether voluntary or involuntary, so that the Optionee is not an employee, a director or an advisory director of the Corporation or any affiliate of the Corporation. If the Optionee incurs a Termination of Service for any reason (including death, Disability or Retirement) excluding death and Termination of Service for Cause (as defined in the Employment Agreement)Cause, the Optionee may, but only within the period of one year immediately succeeding such Termination of Service and in no event after the Expiration Date, exercise this Option to the extent the Optionee was entitled to exercise this Option on the date of Termination of Service (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5)Service. If the Optionee incurs a Termination of Service for Cause, all rights under this Option shall expire immediatelyimmediately upon the giving to the Optionee of notice of his termination, except as provided in Section 8 below. In the event of the death of the Optionee prior to the Optionee’s Termination of Service or during the one year period referred to in the immediately preceding paragraph, the person or persons to whom the Option has been transferred pursuant to Section 4 may, but only to the extent the Optionee was entitled to exercise this Option on the date of the Optionee’s death (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5)death, exercise this Option at any time within the one year period following the death of the Optionee, but in no event after the Expiration Date. Following the death of the Optionee, the Committee may, in its sole discretion, as an alternative means of settlement of this Option, elect to pay to the person to whom this Option is transferred pursuant to Section 4 the amount by which the market value Fair Market Value per share of Common Stock on the date of exercise of this Option shall exceed the Exercise Price per Option Share, multiplied by the number of Option Shares with respect to which this Option is properly exercised. Any such settlement of this Option shall be considered an exercise of this Option for all purposes of this Option. In the event that Optionee’s employment is terminated by the Corporation without Cause (as defined in the Employment Agreement) or is terminated as a result Option and of the Optionee resigning for Good Reason (as defined in the Employment Agreement), this Option, to the extent not theretofore vested and exercisable, shall become fully vested and exercisable and shall remain exercisable for the period specified above in this Section 5. In the event that Optionee’s employment is terminated prior to the Commencement Date (as defined in the Employment Agreement), all rights under this Option shall expire immediately upon such terminationPlan.

Termination of Service or Death of the Optionee. Except as provided in the second or third paragraphs of this Section 5, 5 and notwithstanding any other provision of this Option to the contrary, this Option shall not be exercisable only if unless the Optionee has not incurred a Termination of Service Optionee, at the time of such exercise. As used hereinhe exercises this Option, the term has maintained “Termination of Continuous Service” means cessation of service after the Commencement Date (as defined in the Employment AgreementPlan as in effect on the date of the grant of this Option) since the date of the grant of this Option. If the Optionee shall cease to maintain Continuous Service for any reason, whether voluntary or involuntary, so that the Optionee is not an employee, a director or an advisory director reason (excluding death and termination of employment by the Corporation or any affiliate of the Corporation. If the Optionee incurs a Termination of Service Affiliate for any reason excluding death and Termination of Service for Cause (as defined in the Employment Agreementcause), the Optionee may, but only within the period of one year three months immediately succeeding such Termination cessation of Continuous Service and in no event after the Expiration Date, exercise this Option to the extent the Optionee was entitled to exercise this Option on at the date of Termination of Service (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5)cessation. If the Optionee incurs shall cease to maintain Continuous Service by reason of death or disability then, this Option shall become fully exercisable upon the happening of such event and shall remain so exercisable in the event of death for a Termination period of Service one year and in the event of disability for Causea period of three months following such date. If the Optionee is terminated for cause, all rights under this Option shall expire immediatelyimmediately upon the giving to the Optionee of notice of such termination. In the event of the death of the Optionee prior to while in Continuous Service of the Optionee’s Termination of Service Corporation or during an Affiliate (as defined in the one year Plan) or within the three month period referred to in the immediately preceding paragraph, the person or persons to whom the Option has been transferred by will or by the laws of descent and distribution, or pursuant to Section 4 a qualified domestic relations order, as described in the Plan, may, but only to the extent the Optionee was entitled to exercise this Option on the date of the Optionee’s death (after giving effect immediately prior to any acceleration of vesting as provided in the last paragraph of this Section 5)his death, exercise this Option at any time within the one year period following the death of the Optionee, but in no event after later than ten years from the Expiration Datedate of the grant of this Option. Following the death of the Optionee, the Committee may, in its sole discretion, as an alternative means of settlement of this Option, elect to pay to the person to whom this Option is transferred by will or by the laws of descent and distribution or pursuant to Section 4 a qualified domestic relations order, as described in the Plan, the amount by which the market value Market Value (as defined in the Plan) per share of Common Stock on the date of exercise of this Option shall exceed the Exercise Price per Option Share, multiplied by the number of Option Shares with respect to which this Option is properly exercised. Any such settlement of this Option shall be considered an exercise of this Option for all purposes of this Option. In the event that Optionee’s employment is terminated by the Corporation without Cause (as defined in the Employment Agreement) or is terminated as a result Option and of the Optionee resigning for Good Reason (as defined in the Employment Agreement), this Option, to the extent not theretofore vested and exercisable, shall become fully vested and exercisable and shall remain exercisable for the period specified above in this Section 5Plan. In the event that Optionee’s employment is terminated prior to the Commencement Date (as defined in the Employment Agreement), all rights under this Option shall expire immediately upon such termination6.

Termination of Service or Death of the Optionee. Except as provided in this Section 55 and in Section 8 below, and notwithstanding any other provision of this Option to the contrary, this Option shall be exercisable only if the Optionee has not incurred a Termination of Service at the time of such exercise. As used herein, the term “Termination of Service” means cessation of service after the Commencement Date (as defined in the Employment Agreement) for any reason, whether voluntary or involuntary, so that the Optionee is not an employee, a director or an advisory director of the Corporation or any affiliate of the Corporation. If the Optionee incurs a Termination of Service for any reason excluding death and Termination of Service for Cause (as defined in the Employment Agreement)Cause, the Optionee may, but only within the period of one year three months immediately succeeding such Termination of Service and in no event after the Expiration Date, exercise this Option to the extent the Optionee was entitled to exercise this Option on the date of Termination of Service (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5)Service. If the Optionee incurs a Termination of Service for Cause, all rights under this Option shall expire immediatelyimmediately upon the giving to the Optionee of notice of such termination, except as provided in Section 8 below. In the event of the death of the Optionee prior to the Optionee’s 's Termination of Service or during the one year period referred to in the immediately preceding paragraphwithin three months thereafter, the person or persons to whom the Option has been transferred pursuant to Section 4 may, but only to the extent the Optionee was entitled to exercise this Option on the date of the Optionee’s death (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5)'s death, exercise this Option at any time within the one year period following the death of the Optionee, but in no event after the Expiration Date. Following the death of the Optionee, the Committee may, in its sole discretion, as an alternative means of settlement of this Option, elect to pay to the person to whom this Option is transferred pursuant to Section 4 the amount by which the market value Market Value per share of Common Stock on the date of exercise of this Option shall exceed the Exercise Price per Option Share, multiplied by the number of Option Shares with respect to which this Option is properly exercised. Any such settlement of this Option shall be considered an exercise of this Option for all purposes of this Option. In the event that Optionee’s employment is terminated by the Corporation without Cause (as defined in the Employment Agreement) or is terminated as a result Option and of the Optionee resigning for Good Reason (as defined in the Employment Agreement), this Option, to the extent not theretofore vested and exercisable, shall become fully vested and exercisable and shall remain exercisable for the period specified above in this Section 5Plan. In the event that Optionee’s employment is terminated prior to the Commencement Date (as defined in the Employment Agreement), all rights under this Option shall expire immediately upon such termination.NQSO-2NEXT PAGE

Termination of Service or Death of the Optionee. Except as provided in this Section 5, 5 and notwithstanding any other provision of this Option to the contrary, this Option shall be exercisable only if the Optionee has not incurred a Termination of Service at the time of such exercise. As used herein, the term “Termination of Service” means cessation of service after the Commencement Date (as defined in the Employment Agreement) for any reason, whether voluntary or involuntary, so that the Optionee is not an employee, a director or an advisory director of the Corporation or any affiliate of the Corporation. If the Optionee incurs a Termination of Service for any reason reason, excluding death and Termination of Service for Cause (as defined in the Employment Agreement)Cause, the Optionee may, but only within the period of one year three months immediately succeeding such Termination of Service and in no event after the Expiration Date, exercise this Option to the extent the Optionee was entitled to exercise this Option on the date of Termination of Service (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5)Service. If the Optionee incurs a Termination of Service for Cause, all rights under this Option shall expire immediatelyimmediately upon the giving to the Optionee of notice of such termination. In the event of the death of the Optionee prior to the Optionee’s 's Termination of Service or during the one year period referred to in the immediately preceding paragraphwithin three months thereafter, the person or persons to whom the Option has been transferred pursuant to Section 4 may, but only to the extent the Optionee was entitled to exercise this Option on the date of the Optionee’s death (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5)'s death, exercise this Option at any time within the one year period following the death of the Optionee, but in no event after the Expiration Date. Notwithstanding the foregoing, in the event that the Optionee is employed by the Corporation pursuant to a written employment agreement and such Optionee suffers an Involuntary Termination (as defined in the employment agreement) prior to the date that all of the Options granted to such Optionee pursuant to this Award Agreement become exercisable, then (a) the Optionee's unvested Options on the date of the Optionee's Termination of Service shall nevertheless become exercisable on the date immediately preceding the date of Involuntary Termination of the Optionee, and (b) all exercisable Options granted to such Optionee pursuant to this Award Agreement (inclusive of those described in subparagraph (a) of this paragraph when they become exercisable) may be exercised until (x) three months after the date on which all of the Options granted pursuant to this Award Agreement become exercisable or (y) if the Optionee dies prior to the expiration of the three month period set forth in subparagraph (x) of this paragraph, then by the person or persons to whom this Option has been transferred pursuant to Section 4 within one year after the Optionee's date of death, but in either case not later than the Expiration Date. Following the death of the Optionee, the Committee may, in its sole discretion, as an alternative means of settlement of this Option, elect to pay to the person to whom this Option is transferred pursuant to Section 4 the amount by which the market value Market Value per share of Common Stock on the date of exercise of this Option shall exceed the Exercise Price per for each of the Option ShareShares, multiplied by the number of Option Shares with respect to which this Option is properly exercised. Any such settlement of this Option shall be considered an exercise of this Option for all purposes of this Option. In the event that Optionee’s employment is terminated by the Corporation without Cause (as defined in the Employment Agreement) or is terminated as a result Option and of the Optionee resigning for Good Reason (as defined in the Employment Agreement), this Option, to the extent not theretofore vested and exercisable, shall become fully vested and exercisable and shall remain exercisable for the period specified above in this Section 5. In the event that Optionee’s employment is terminated prior to the Commencement Date (as defined in the Employment Agreement), all rights under this Option shall expire immediately upon such terminationPlan.

Termination of Service or Death of the Optionee. Except as provided in this Section 55 and Section 9 below, and notwithstanding any other provision of this Option to the contrary, this Option shall be exercisable only if the Optionee has not incurred a Termination of Service at the time of such exercise. As used herein, the term “Termination of Service” means cessation of service after the Commencement Date (as defined in the Employment Agreement) for any reason, whether voluntary or involuntary, so that the Optionee is not an employee, a director or an advisory director of the Corporation or any affiliate of the Corporation. If the Optionee incurs a Termination of Service for any reason excluding death and Termination of Service for Cause (as defined in the Employment Agreement)Cause, the Optionee may, but only within the period of three months (or one year in the case of disability, as defined in Section 22(e)(3) of the Code) immediately succeeding such Termination of Service and in no event after the Expiration Date, exercise this Option to the extent the Optionee was entitled to exercise this Option on the date of Termination of Service (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5)Service. If the Optionee incurs a Termination of Service for Cause, all rights under this Option shall expire immediatelyimmediately upon the giving to the Optionee of notice of his termination, except as provided in Section 9 below. In the event of the death of the Optionee prior to the Optionee’s 's Termination of Service or during the one year three-month period referred to in the immediately preceding paragraph, the person or persons to whom the Option has been transferred pursuant to Section 4 by will or by the laws of descent and distribution may, but only to the extent the Optionee was entitled to exercise this Option on the date of the Optionee’s death (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5)'s death, exercise this Option at any time within the one year period following the death of the Optionee, but in no event after the Expiration Date. Following the death of the Optionee, the Committee may, in its sole discretion, as an alternative means of settlement of this Option, elect to pay to the person to whom this Option is transferred pursuant to Section 4 by will or by the laws of descent and distribution, the amount by which the market value Market Value per share of Common Stock on the date of exercise of this Option shall exceed the Exercise Price per Option Share, multiplied by the number of Option Shares with respect to which this Option is properly exercised. Any such settlement of this Option shall be considered an exercise of this Option for all purposes of this Option. In the event that Optionee’s employment is terminated by the Corporation without Cause (as defined in the Employment Agreement) or is terminated as a result Option and of the Optionee resigning for Good Reason (as defined in the Employment Agreement), this Option, to the extent not theretofore vested and exercisable, shall become fully vested and exercisable and shall remain exercisable for the period specified above in this Section 5. In the event that Optionee’s employment is terminated prior to the Commencement Date (as defined in the Employment Agreement), all rights under this Option shall expire immediately upon such terminationPlan.

Termination of Service or Death of the Optionee. Except as provided in this Section 5, and notwithstanding any other provision of this Option to the contrary, this Option shall be exercisable only if the Optionee has not incurred a Termination of Service at the time of such exercise. As used herein, the term “Termination of Service” means cessation of service after the Commencement Date (as defined in the Employment Agreement) for any reason, whether voluntary or involuntary, so that the Optionee is not an employee, a director or an advisory director of the Corporation or any affiliate of the Corporation. If the Optionee incurs a Termination of Service for any reason excluding death and Termination of Service for Cause (as defined in the Employment Agreement)Cause, then the Optionee may, but only within the period of one year three months immediately succeeding such Termination of Service and in no event after the Expiration Date, exercise this Option to the extent the Optionee was entitled to exercise this Option on the date of Termination of Service (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5)Service. If the Optionee incurs a Termination of Service for Cause, all rights under this Option shall expire immediatelyimmediately upon the giving to the Optionee of notice of such termination. In the event of the death of the Optionee prior to the Optionee’s 's Termination of Service or during the one year period referred to in the immediately preceding paragraphwithin three months thereafter, the person or persons to whom the Option has been transferred pursuant to Section 4 by will or by the laws of descent and distribution may, but only to the extent the Optionee was entitled to exercise this Option on the date of the Optionee’s death (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5)'s death, exercise this Option at any time within the one year period following the death of the Optionee, but in no event after the Expiration Date. Cause shall mean termination of the employment of the Optionee with either the Corporation or any Affiliate, as the case may be, because of the Optionee's dishonesty, incompetence, willful misconduct, breach of a fiduciary duty involving personal profit, intentional failure to perform stated duties, or willful violation of any law, rule, or regulation (excluding violations which do not have a material adverse affect on the Corporation or its Affiliates) or final cease-and-desist order. No act or failure to act by the Optionee shall be considered willful unless the Optionee acted or failed to act with an absence of good faith and without a reasonable belief that his action or failure to act was in the best interest of the Corporation. Following the death of the Optionee, the Committee may, in its sole discretion, as an alternative means of settlement of this Option, elect to pay to the person to whom this Option is transferred pursuant to Section 4 by will or by the laws of descent and distribution, the amount by which the market value Market Value per share of Common Stock Share on the date of exercise of this Option shall exceed the Exercise Price per for each of the Option ShareShares, multiplied by the number of the Option Shares with respect to which this Option is properly exercised. Any such settlement of this Option shall be considered an exercise of this Option for all purposes of this Option. In the event that Optionee’s employment is terminated by the Corporation without Cause (as defined in the Employment Agreement) or is terminated as a result Option and of the Optionee resigning for Good Reason (as defined in the Employment Agreement), this Option, to the extent not theretofore vested and exercisable, shall become fully vested and exercisable and shall remain exercisable for the period specified above in this Section 5. In the event that Optionee’s employment is terminated prior to the Commencement Date (as defined in the Employment Agreement), all rights under this Option shall expire immediately upon such terminationPlan.