TRINITY CAPITAL CORPORATION 2005 DEFERRED INCOME PLAN

TRINITY CAPITAL CORPORATION

2005 DEFERRED INCOME PLAN

Section 1.              Purpose

The purpose of the TRINITY CAPITAL CORPORATION 2005 DEFERRED INCOME PLAN (“Plan”) is to enable selected employees and officers of TRINITY CAPITAL CORPORATION (“Company”), and any related company, to elect to defer all or a portion of the compensation payable by the Company, or the related company, on account of service as an employee or officer.  The Plan is intended as a means of maximizing the effectiveness and flexibility of the compensation arrangements to a select group of management or highly compensated employees of the Company and related companies, and as an aid in attracting and retaining individuals of outstanding abilities and specialized skills for service.

Section 2.              Effective Date

The Plan is effective as of April 7, 2005.

Section 3.              Plan Administration

The Plan shall be administered by a committee (“Committee”), as may be designated by the Board of Directors of the Company (“Board”) from time to time.  The Committee shall have sole authority to select the individuals, from among those eligible, who may participate under the Plan and to establish all other participation requirements.  The Committee is authorized, subject to Board approval, to interpret the Plan and may from time to time adopt such rules, regulations, forms and agreements, not inconsistent with the provisions of the Plan, as it may deem advisable to carry out the Plan.  All decisions made by the Committee in administering the Plan shall be subject to Board review.

Section 4.              Eligibility

Any officer or employee of the Company or any related company may be designated by the Board to participate in the Plan; provided, however, that officers or employees eligible for designation shall be limited to a select group of management or highly compensated employees within the meaning of Section 201(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).  Any such officer or employee shall be a “Participant” as of the date designated by the Board, and his or her status as a Participant shall continue until the date on which all payments due under the terms of the Plan have been made.

Section 5.              Shares Subject to the Plan

The aggregate number of shares of common stock of the Company (“Shares”) which may be distributed to officers and employees under the Plan shall be Five Hundred Thousand (500,000) Shares.  Any Shares that remain unissued at the termination of the Plan shall cease to

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be subject to the Plan, but until termination of the Plan, the Company shall at all times make available sufficient Shares to meet the requirements of the Plan.  The aggregate number of Shares which may be sold under the Plan shall be automatically adjusted to reflect a change in capitalization of the Company, such as a stock dividend or stock split, unless the Board determines in its sole discretion that, based on the facts and circumstances, a formulaic adjustment is not appropriate, and that a differing adjustment, or no adjustment, is more equitable.

Section 6.              Election to Defer Income

(a)           In General.  Each Participant shall be entitled to make an irrevocable election (“Election”) to defer receipt of all or a portion of the compensation otherwise payable to him or her in cash (“Income”).  Income with respect to which an Election has been made (and shall not have been revoked) shall be referred to hereinafter as “Deferred Income.”

(b)           Timing of Elections.  An Election to defer Income under the Plan must be properly filed with the Company not later than the following:

(i)                                     the last business day of the tax year preceding the year in which the Income is earned, or such earlier time as established by the Committee;

(ii)                                  thirty (30) days after first becoming eligible to participate in the Plan; provided such Income relates to services performed after the date of the Election; or

(iii)                               six (6) months prior to the end of an applicable performance period; provided such Election is with respect to incentive compensation which qualifies as “bonus compensation” as defined under Section 409A of the Internal Revenue Code of 1986, as amended (“Code”).

All such Elections shall continue in effect until the Participant delivers to the Board a written revocation or modification of such Election pursuant to paragraph (d) below.

(c)           Manner of Election.  Elections to defer receipt of Income shall be made in writing in accordance with such rules and procedures as the Committee may prescribe; provided, however, that each such Election to defer shall include:

(i)                                     the amount to be deferred, expressed either as a fixed dollar amount or a percentage of Income;

(ii)                                  the date on which the Deferred Income shall be paid; and

(iii)                               the number of annual installments for the payment of Deferred Income (maximum ten (10)).

(d)           Changes to Elections.    Modifications to existing Elections which change the timing or method of payment shall be subject to the following:

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