CHANGE IN CONTROL AGREEMENT

A.

The Executive is employed by the Company as its Executive Vice President and Chief Financial Officer.

B.

The Board recognizes that a possible or threatened Change in Control may result in key management personnel being concerned about their continued employment status or responsibilities. In addition, they may be approached by other companies offering competing employment opportunities. Consequently, they will be distracted from their duties and may even leave the Company during a time when their undivided attention and commitment to the best interests of the Company and Bancorp’s shareholders would be vitally important.

C.

The Company considers it essential to its best interests and those of Bancorp’s shareholders to provide for the continued employment of key management personnel in the event of a Change in Control.

D.

Therefore, in order to—

(4)

Encourage the Executive to assist the Company during a Change in Control and be available during the transition afterwards;

(5)

Give assurance regarding the Executive’s continued employment status and responsibilities in the event of a Change in Control;

(6)

Provide the Executive with Change in Control benefits competitive with the Company’s peers; and

(4)

Comply with the requirements of Internal Revenue Code § 409A so that the Change in Control benefits can continue to be provided to the Executive on a tax-deferred basis until they are actually paid to the Executive

—the parties agree to the following amended and restated:

1.

D EFINITIONS . Words and phrases appearing in this Agreement with initial capitalization are defined terms that have the meanings stated below. Words appearing in the following definitions which are themselves defined terms are also indicated by initial capitalization.

(a)

“Beneficial Ownership” means direct or indirect ownership within the meaning of Rule 13(d)(3) under the Exchange Act.

(b)

“Board” means Bancorp’s Board of Directors.

(c)

“Cause” means either:

(1)

Any of the circumstances that qualify as grounds for termination for cause under the Executive’s employment agreement as in effect at the time; or

(2)

If no employment agreement is in effect at that time or if the employment agreement in effect at that time does not specify grounds for termination for cause, any of the circumstances listed in subparagraph (A) below shall qualify as “Cause” under this Agreement, subject to the due process requirement of subparagraph (B) below:

(A)

Any of the following circumstances shall qualify as “Cause:”

(i)

Embezzlement, dishonesty or other fraudulent acts involving the Company or the Company’s business operations;

(iii)

Material breach of any confidentiality agreement or policy;

(iii)

Conviction (whether entered upon a verdict or a plea, including a plea of no contest) on any felony charge or on a misdemeanor reflecting upon the Executive’s honesty;

(vi)

An act or omission that materially injures the Company’s reputation, business affairs or financial condition, if that injury could have been reasonably avoided by the Executive; or

(vii)

Willful misfeasance or gross negligence in the performance of the Executive’s duties provided, however, that the Executive is first given:

(I)

Written notice by the Committee specifying in detail the performance issues; and

(II)

A reasonable opportunity to cure the issues specified in the notice.

(B)

The Company may not terminate the Executive’s employment for Cause unless:

(i)

The determination that Cause exists is made and approved by two-thirds of the Board;

(ii)

The Executive is given reasonable notice of the Board meeting called to make that determination; and

(iii)

The Executive and the Executive’s legal counsel are given the opportunity to address that meeting.

(d)

“Change in Control” means:

(1)

Except as provided in subparagraph (B) below, an acquisition or series of acquisitions as described in subparagraph (A) below.

(A)

The acquisition by a Person of the Beneficial Ownership of more than 30% of either:

(i)

Bancorp’s then outstanding shares of common stock; or

(ii)

The combined voting power of Bancorp’s then outstanding voting securities entitled to vote generally in the election of directors;

(B)

This paragraph (1) does not apply to any acquisition:

(i)

Directly from the Company;

(iii)

By the Company; or

(iii)

Which is part of a transaction that satisfies the exception in paragraph (3)(A), (B) and (C) below;

(2)

The incumbent directors cease for any reason to be a majority of the Board. The “incumbent directors” are directors who are either:

(A)

Directors on the Effective Date; or

(B)

Elected, or nominated for election, to the Board by a majority vote of the members of the Board or the Nominating Committee of the Board who were directors on the Effective Date. However this subparagraph (B) does not include any director whose election came as a result of an actual or threatened election contest regarding the election or removal of directors or other actual or threatened solicitation of proxies by or on behalf of a Person other than the Board;

(3)

Consummation of a merger, reorganization or consolidation of Bancorp or the sale or other disposition of substantially all of its assets, except where:

(A)

Persons who, immediately before the consummation, had, respectively, a Controlling Interest in and Voting Control of Bancorp have, respectively, a Controlling Interest in, and Voting Control of the resulting entity;

(B)

No Person (other than the entity resulting from the transaction or an employee benefit plan maintained by that entity) has the Beneficial Ownership of more than 30% of either:

(i)

The resulting entity’s then outstanding shares of common stock or other comparable equity security; or

(ii)

The combined voting power of the resulting entity’s then outstanding voting securities entitled to vote generally in the election of directors,

except to the extent that Person held that Beneficial Ownership before the consummation; and

(C)

A majority of the members of the board of directors of the resulting entity were members of the Board at either the time:

(ii)

The transaction was approved by the Board; or

(ii)

The initial agreement for the transaction was signed; or

(4)

Approval by Bancorp’s shareholders of its complete liquidation or dissolution.

(e)

“Change in Control Proposal” means any proposal or offer that is intended to or has the potential to result in a Change in Control.

(f)

“Code” means the Internal Revenue Code of 1986.

(g)

“Committee” means the Compensation and Personnel Committee of the Board.

(h)

“Controlling Interest” means Beneficial Ownership of more than 50% of the outstanding shares of common stock of a corporation or the comparable equity securities of a noncorporate business entity.

(i)

“Disability” means that either the carrier of any Company-provided individual or group long-term disability insurance policy covering the Executive or the Social Security Administration has determined that the Executive is disabled. Upon the request of the Committee, the Executive will submit proof of the carrier’s or the Social Security Administration’s determination.

(j)

“Effective Date” means January 1, 2004, the original effective date of this Agreement. (The effective date of this 2008 Restatement is December 30, 2008.)

(k)

“ERISA” means the Employee Retirement Income Security Act of 1974.

(l)

“Exchange Act” means the Securities Exchange Act of 1934.

(m)

“Good Reason” means any one of the following:

(1)

Any material reduction in the Executive’s salary or reduction or elimination of any compensation or benefit plan benefiting the Executive, which reduction or elimination does not generally apply to substantially all similarly situated employees of the Company or such employees of any successor entity or of any entity in control of Bancorp or the Bank;

(2)

A relocation or transfer of the Executive’s place of employment to an office or location that is more than 35 miles from the Executive’s then current place of employment; or

(3)

A material diminution in the Executive’s responsibilities, authority or duties.

(n)

“Person” means any individual, entity or group within the meaning of Sections 13(d) and 14(d) of the Exchange Act, other than a trustee or fiduciary holding securities under an employee benefit plan of the Company.

(o)

“Termination Event” means any of the following events:

(1)

The Executive terminates employment for Good Reason within 24 months after a Change in Control; provided, however, that for purposes of Section 4(g)(2) of this Agreement (exception to the six-month delay in payment of the severance benefit), the Executive will be deemed to have terminated employment for Good Reason only if:

(A)

The termination occurs within 24 months after the occurrence of a Good Reason event; and

(B)

Before terminating employment, the Executive provided the Company:

(i)

With reasonable notice of the occurrence of the Good Reason event; and

(ii)

A period of at least 30 days in which the Company could remedy the Good Reason event;

(2)

The Company terminates the Executive’s employment other than for Cause, Disability or death within 24 months after a Change in Control;

(3)

The Company terminates the Executive’s employment before a Change in Control if:

(A)

The termination is not for Cause, Disability or death; and

(B)

The termination occurs either on or after:

(iii)

The announcement by Bancorp, or any other Person, that a Change in Control is contemplated or intended; or

(iv)

The date a contemplated or intended Change in Control should have been announced under applicable securities or other laws; or

(4)

The date the Executive’s period of continued employment under Section 3(b) ends.

(p)

“Voting Control” means holding more than 50% of the combined voting power of an entity’s then outstanding securities entitled to vote in the election of its directors or other governing body.

2.  

I NITIAL T ERM; R ENEWALS; E XTENSION .

(a)

The initial term of this Agreement begins on the Effective Date and ends on December 31, 2004.

(b)

Following this initial term, this Agreement will automatically renew on January 1 of each year for subsequent one-year terms, unless not later than the September 30 preceding the upcoming renewal date, either the Company or the Executive gives the other written notice terminating this Agreement as of the upcoming December 31.

(c)

If a definitive agreement providing for a Change in Control is signed on or before the expiration date of the initial term or any renewal term, the term of this Agreement then in effect will automatically be extended to 24 months after the effective date (as stated in the definitive agreement) of the Change in Control. During this extended period, the Board may not terminate this Agreement without the Executive’s written consent.

3.  

E XECUTIVE ' S O BLIGATIONS .

(a)

The Executive agrees that, upon notification that the Company has received a Change in Control Proposal, the Executive shall:

(1)

At the Company’s request, assist the Company in evaluating that proposal; and

(2)

Not resign the Executive’s position with the Company until the transaction contemplated by that proposal is either consummated or abandoned.

(b)

If, within 24 months following a Change in Control, the Company wants the Executive to continue employment in a position or under circumstances that would qualify as Good Reason for the Executive to terminate employment, the Executive shall nevertheless agree to that continued employment, provided that:

(1)

The term of this continued employment shall not exceed 90 days or such shorter or longer term as agreed by the Company and the Executive;

(2)

The continued employment will be at an executive-level position that is reasonably comparable to the Executive’s then current position;

(3)

The continued employment shall be at either:

(A)

The Executive’s then current place of employment; or

(B)

Such other location as agreed by the Company and the Executive; and

(4)

As compensation for this continued employment, the Executive shall receive:

(A)

The same base pay and bonus arrangement as in effect on the day before the continued employment agreement became effective (or their hourly equivalent); and

(B)

Either:

(i)

Continuation of the Executive’s employee benefits, fringe benefits and perquisites at their then current level; or

(ii)

If that continuation is not reasonably feasible, the Executive shall receive additional cash compensation equal to the amount the Company would have paid as the employer contribution for the items that cannot be continued.

4.

S EVERANCE B ENEFITS . Upon a Termination Event, the Executive will receive severance benefits as follows:

(a)

Components. The severance benefits will consist of:

(1)

The cash compensation payment under subsection (b) below;

(2)

The equity acceleration under subsection (c) below;

(3)

The health plan continuation benefits under subsection (d) below;

(4)

The 401(k) equivalency payment under subsection (e) below; and

(5)

The outplacement/tax planning benefits under subsection (f) below.

(b)

Cash Compensation Payment.

(1)

This payment will equal three times the Executive’s cash compensation. The Executive’s “cash compensation” is the sum of:

(A)

The Executive’s adjusted salary as determined under paragraph (2) below; and

(B)

The Executive’s average bonus as determined under paragraph (3) below.

(2)

The Executive’s “adjusted salary” is the Executive’s annualized regular monthly salary in effect on the date of the Termination Event as reportable on IRS Form W- 2, adjusted by including and excluding the following items:

(A)

Include any salary deferral contributions made under any employee benefit plan maintained by the Company, including Bancorp’s Executives’ Deferred Compensation Plan;