Merger Severance Benefit Program

Merger Severance Benefit Program PROGRAM


A. COVERED EMPLOYEES:


Subject to paragraph B below, the Merger Severance Benefit (as herein
defined) will be provided to any employee whose employment is terminated
within two years after a Change Of Control (as herein defined).


B. LIMITATIONS ON CHANGE OF CONTROL BENEFITS


1. GENERAL. No employee will be eligible for a Merger Severance Benefit if
(a) his employment is terminated for "Cause", (b) he is a temporary
employee, or (c) he is offered a Comparable Position within the Bank and
refuses to accept such position.


2. CAUSE. The term "Cause" shall mean and include (a) neglect of or refusal
to perform, other than as a result of sickness, accident or similar cause
beyond an employee's reasonable control, any duty or responsibility as an
employee of the Bank after written notice by the Bank to the employee; (b)
any material breach by the employee of any agreement to which the employee
and the Bank are both parties; (c) dishonesty with respect to the Bank or
the commission of any crime (other than minor traffic violations); or (d)
any material misconduct or material neglect of duties by the employee in
connection with the business or affairs of the Bank. The foregoing
definition of Cause is in no way intended to limit or qualify the right of
the Bank to terminate any person's employment for any reason.


3. COMPARABLE POSITION. A comparable position shall mean a position which
is offered to an employee where there is no reduction in base salary or
scheduled hours, and where the employee is not required to commute more
than 35 miles further then the employee's present commute.


C. DEFINITION OF "CHANGE OF CONTROL":


A "Change of Control" will be deemed to have occurred:


1. If there is a merger or consolidation of Bancorp with any other bank or
corporation and the voting securities of Bancorp outstanding immediately
prior to such merger or consolidation do not continue to represent (either
by remaining outstanding or by being converted into voting securities of
the surviving entity) more than fifty percent (50%) of the combined voting
power of the voting securities of Bancorp or such surviving entity
immediately after such merger or consolidation, or


2. When any person or entity or group of persons or entities either related
or acting in concert becomes the "beneficial owner" (as defined in Rule ...