Executive under this Agreement shall automatically be extended for one (1) additional year on December 31 st  of each year beginning December 31, 2009, unless either the Employer or the Executive notifies the other party, by written notice delivered no later than November 1 st  of such year, that the term of employment of the Executive under this Agreement shall not be extended for an additional year.  In addition, upon the occurrence of a Change in Control (as defined below), the term of employment of the Executive under this Agreement shall be automatically renewed and extended to provide a term of employment (in accordance with the terms, and subject to the conditions, set forth herein) equal to a period of three (3) years from the date of the consummation of the Change in Control.

2.              POSITION AND DUTIES.  The Employer hereby continues to employ the Executive as the Senior Vice President, Business Development and Prepaid Solutions of the Bank or in such other senior executive capacity as shall be mutually agreed between the Employer and the Executive.  During the period of the Executive’s employment hereunder, the Executive shall devote his best efforts and full business time, energy, skills and attention to the business and affairs of the Employer and its affiliates, including the Bank.  The Executive’s duties and authority shall consist of and include all duties and authority customarily performed and held by persons holding equivalent positions with business organizations similar in nature and size to the Employer, as such duties and authority are reasonably defined, modified and delegated from time to time by either or both of the Boards of Directors of the Employer (the “ Board ”) or the Bank.  The Executive shall have the powers necessary to perform the duties assigned to him and shall be provided such supporting services, staff and other assistance, office space and accoutrements as shall be reasonably necessary and appropriate in the light of such assigned duties.

3.              COMPENSATION.  As compensation for the services to be provided by the Executive hereunder, the Executive shall receive the following compensation, expense reimbursement and other benefits:

(a)            BASE SALARY .  The Executive shall receive an aggregate annual minimum base salary at the rate of two hundred twenty-eight thousand three hundred fifty-five and 30/100 dollars ($228,355.30) payable in installments in accordance with the regular payroll schedule of the Bank (“ Base Salary ”).  Such Base Salary shall be subject to review annually commencing in 2009 and shall be maintained or increased during the term hereof in accordance with the Employer’s established management compensation policies and practices.

(b)            BONUS .  The Executive shall be eligible for an annual bonus (“ Bonus ”) with respect to each fiscal year of the Employer in accordance with the Employer’s compensation and bonus policies and practices for senior executive officers.  The amount of the Bonus, if any, shall be determined by the Compensation Committee of the Board (the “ Compensation Committee ”).  The Bonus, if any, shall be paid no later than March 15 th  of the year following the calendar year in which the Bonus is earned.

(c)            DEFERRED COMPENSATION .  The Employer shall make contributions for the benefit of the Executive to the Employer’s Directors and Senior Management Deferred

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Compensation Plan (“ Deferred Compensation Plan ”), including any successor plan or program thereto, in an annual amount of not less than twenty-five thousand dollars ($25,000).

(d)            VACATIONS .  The Executive shall receive paid vacation days of at least such number of paid vacation days as the Executive shall be entitled to receive as of the date hereof in accordance with the Employer’s vacation policy in effect as of the date hereof.  The method of accrual, forfeiture and scheduling of vacation days shall be in accordance with, and subject to, the Employer’s general vacation policies and practices.

(e)            LONG TERM CARE INSURANCE .  The Employer shall provide the Executive and the Executive’s spouse with coverage under, and shall pay the premiums with respect to, long term care insurance in accordance with the terms, and subject to the conditions, as the Employer shall provide to other senior executive officers.  The Executive acknowledges that this benefit shall be subject to the continued availability of such long term care insurance from the insurer under which this benefit is provided to other senior executives from time to time.

(f)             REIMBURSEMENT OF EXPENSES .  The Executive shall be reimbursed, upon submission of appropriate vouchers and supporting documentation, for all travel, entertainment and other out-of-pocket expenses reasonably and necessarily incurred by the Executive in the performance of his duties hereunder and shall be entitled to attend seminars, conferences and meetings relating to the business of the Employer consistent with the Employer’s established policies in that regard; provided that , such reimbursement will be made as soon as practicable and, when taxable to the Executive, shall be made no later than the end of the calendar year following the year in which the expenses or other charges were incurred.

(g)            OTHER BENEFITS .  The Executive shall be entitled to all benefits specifically established for him and, when and to the extent he is eligible therefor, to participate in all plans and benefits generally accorded to senior executives of the Employer, including, but not limited to the following to the extent provided, if at all, to other senior executives of the Employer:  pension; profit-sharing; employee stock ownership plan; supplemental retirement; incentive compensation; bonus; disability income; split-dollar life insurance; group life; health, medical (including dental, vision and prescription drug insurance, if any) and hospitalization insurance; long term care insurance; and similar or comparable plans, and also to perquisites extended to similarly situated senior executives; provided, however, that such plans, benefits and perquisites shall be no less than those made available to all other employees of the Employer.

(h)            WITHHOLDING .  The Employer shall be entitled to withhold from amounts payable to the Executive hereunder, any federal, state or local withholding or other taxes or charges which it is from time to time required to withhold.  The Employer shall be entitled to rely upon the opinion of its legal counsel with regard to any question concerning the amount or requirement of any such withholding.

4.              CONFIDENTIALITY AND LOYALTY.  The Executive acknowledges that heretofore or hereafter during the course of his employment he has produced and may hereafter produce and have access to material, records, data, trade secrets and information not generally available to the public (collectively, “ Confidential Information ”) regarding the Employer and its subsidiaries and affiliates.  Accordingly, during and subsequent to termination of this

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Agreement, the Executive shall hold in confidence and not directly or indirectly disclose, use, copy or make lists of any such Confidential Information, except to the extent that such information is or thereafter becomes lawfully available from public sources, or such disclosure is authorized in writing by the Employer, required by a law or any competent administrative agency or judicial authority, or otherwise as reasonably necessary or appropriate in connection with performance by the Executive of his duties hereunder.  All records, files, documents and other materials or copies thereof relating to the Employer’s business which the Executive shall prepare or use, shall be and remain the sole property of the Employer, shall not be removed from the Employer’s premises without its written consent, and shall be promptly returned to the Employer upon termination of the Executive’s employment hereunder.  The Executive agrees to abide by the Employer’s reasonable policies, as in effect from time to time, respecting avoidance of interests conflicting with those of the Employer.  In the event of any violation or threatened violation of these restrictions, the Employer, in addition to and not in limitation of being relieved of all further obligations under this Agreement and of any other rights, remedies or damages available to the Employer under this Agreement or otherwise at law or in equity, shall be entitled to preliminary and permanent injunctive relief to prevent or restrain any such violation by the Executive and any and all persons directly or indirectly acting for or with him, as the case may be.

5.              TERMINATION.  The Executive’s employment during the term of this Agreement may be terminated by the Employer or the Executive without any breach of this Agreement only under the circumstances described in this Section 5 (where such termination constitutes a “separation from service” pursuant to Code Section 409A):

(a)            AGREEMENT NON-EXTENSION OR EMPLOYMENT TERMINATION BY THE EMPLOYER AND TERMINATION BY THE EXECUTIVE .

(i)             In the event of the termination of the Executive’s employment under this Agreement by the Employer prior to the last day of the then current term for any reason other than a termination in accordance with the provisions of paragraph (c) of this Section 5 (TERMINATION FOR CAUSE), the Employer shall pay the Executive a lump sum payment equal to the sum of the amount of his Base Salary payable for the remainder of the current term, plus the amount of the Executive’s annual Bonus(es) payable for the remainder of the current term based on an amount equal to the average of his most recent three (3) years’ annual Bonus amounts.  Such payment shall be paid to the Executive within thirty (30) days of the Executive’s termination of employment.  In addition, the Employer shall continue to provide coverage for the Executive at the same or equivalent level as the Executive’s coverage prior to his termination of employment under all plans and benefits otherwise provided to senior executives of the Employer (including without limitation, group health, life, disability and long term care insurance coverage, club dues, and Deferred Compensation Plan contributions) by payment of the applicable premiums and reimbursements in accordance with the Employer’s standard payment practice, unless unable to continue such coverage by law, for the remainder of the term of this Agreement, provided, however , that the payment of these amounts by the Employer shall not offset or diminish any compensation or benefits accrued as of the date of termination.  In the event of a non-extension of this Agreement by the Employer in accordance with the provisions of Section 1, the Employer shall:  (A) continue to pay the Executive the Base Salary then payable to the Executive pursuant to the Employer’s standard payroll practice; (B) continue to pay the

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Executive an annual Bonus in an amount equal to the average of his most recent three (3) years’ annual Bonus amounts pursuant to the Employer’s standard Bonus payment practices; and (C) continue to provide coverage for the Executive at the same or equivalent level as the Executive’s coverage prior to the non-extension under all plans and benefits otherwise provided to senior executives of the Employer (including without limitation, group health, life, disability and long term care insurance coverage, club dues, and Deferred Compensation Plan contributions) by payment of the applicable premiums and reimbursements in accordance with the Employer’s standard payment practice, unless unable to continue such coverage by law, for the remainder of the term of this Agreement; provided, however , that in the circumstance where the term of this Agreement is not extended, the Executive must remain employed with the Employer to receive such payments and benefits; further provided, that the continued payment of these amounts by the Employer shall not offset or diminish any compensation or benefits accrued as of the date of the notice of non-extension.  In addition, within thirty (30) days of the Executive’s termination of employment, the Employer shall pay the Executive: (a) such Base Salary and vacation pay (for unused vacation days in accordance with the Employer’s policies and practices with respect to vacation pay) as shall have accrued and remains unpaid through the effective date of the termination; (b) Bonuses previously determined by the Compensation Committee for any prior fiscal year(s) that remain unpaid; (c) for all accrued and unused sick days; and (d) reimbursement of previously incurred expenses eligible for reimbursement pursuant to the Employer’s policies and practices concerning reimbursement of expenses.  Further provided, that the Executive shall also have such rights to payments, if any, as are provided under the terms of the Deferred Compensation Plan, the Amended and Restated Life Insurance Agreement entered into by and between the Employer and the Executive and as amended from time to time and such retirement plans under which the Executive participated at the time of the termination of his employment.

(ii)            In the event that the term of this Agreement is not extended in accordance with the provisions of Section 1, the Executive may elect to terminate his employment and upon such termination, the Employer shall pay the Executive a lump sum amount equal to nine (9) times the sum of: (A) the monthly Base Salary then payable to the Executive; plus (B) one twelfth (1/12) of the base annual deferred compensation contribution made by the Employer under the Deferred Compensation Plan for the year prior to the Executive’s termination.  The election by the Executive to terminate his employment pursuant to this subparagraph (a)(ii) must be delivered in writing to the Employer within forty-five (45) days of the later of his receipt of notice of the non-extension of the term of this Agreement or December 31 st  of the year during which such notice is delivered.  Payment to the Executive will be made within thirty (30) days of such termination.  In addition, within thirty (30) days of the Executive’s termination of employment, the Employer shall pay the Executive: (a) such Base Salary and vacation pay (for unused vacation days in accordance with the Employer’s policies and practices with respect to vacation pay) as shall have accrued and remains unpaid through the effective date of the termination; (b) Bonuses previously determined by the Compensation Committee for any prior fiscal year(s) that remain unpaid; (c) for all accrued and unused sick days; and (d) reimbursement of previously incurred expenses eligible for reimbursement pursuant to the Employer’s policies and practices concerning reimbursement of expenses.  Further provided, that the Executive shall also have such rights to payments, if any, as are provided under the terms of the Deferred Compensation Plan, the Amended and Restated Life Insurance Agreement entered into by and between the Employer and the Executive and as

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amended from time to time and such retirement plans under which the Executive participated at the time of the termination of his employment.

(iii)           Unless a Change in Control shall have occurred, if the Employer is not in compliance with its minimum capital requirements or if the payments required under subparagraph (i) or (ii) above would cause the Employer’s capital to be reduced below its minimum capital requirements, such payments shall be deferred, as permitted pursuant to Code Section 409A, until such time as the Employer is in capital compliance.

(b)            CONSTRUCTIVE DISCHARGE .  If at any time during the term of this Agreement, except in connection with a termination pursuant to paragraph (c) (TERMINATION FOR CAUSE) of this Section 5, the Executive is Constructively Discharged (as hereinafter defined) then the Executive shall have the right, by written notice to the Employer within sixty (60) days of the initial existence of such Constructive Discharge condition, to terminate his services hereunder, effective as of the thirtieth (30 th ) day after such notice, and the Executive shall have no rights or obligations under this Agreement other than as provided in Sections 4 and 8 hereof; provided, however, the Employer shall have thirty (30) days from the date of such notice in which to cure the condition giving rise to a Constructive Discharge, if curable.  If, during such thirty (30) day period, the Employer cures the condition giving rise to Constructive Discharge, then the Executive’s notice of termination hereunder shall not be effective, the Executive’s employment shall continue until otherwise terminated under this Agreement, and no benefits shall be due under this Agreement with respect to such occurrence.  If the Employer fails to cure the condition giving rise to Constructive Discharge within such thirty (30) day period, the Executive shall be entitled to a lump sum payment of compensation and benefits and continuation of all plans and benefits as if such termination of his employment was pursuant to subparagraph (a)(i) of this Section 5 to be paid within thirty (30) days of the Executive’s termination of employment.

(i)             For purposes of this Agreement, the Executive shall be “ Constructively Discharged ” upon the occurrence of any one of the following events:

(A)           The Executive is not re-elected or is removed from the positions with the Employer or any affiliate set forth in Section 1 hereof, other than as a result of the Executive’s election or appointment to positions of equal or superior scope and responsibility; or

(B)            The Executive shall fail to be vested by the Employer with the powers and authority of his appointed office; or

(C)            The Employer changes the primary employment location of the Executive to a place that is more than thirty (30) miles from the primary employment location as of the Effective Date of this Agreement; or

(D)           The Employer otherwise commits a material breach of its obligations under this Agreement.

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(c)            TERMINATION FOR CAUSE .  The Executive’s employment hereunder may be terminated for Cause (as hereinafter defined).  “ Cause ” shall mean:  (i) the Executive’s death; (ii) a material violation by the Executive of any applicable material law or regulation respecting the business of the Employer; (iii) the Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of the Employer, or which disqualifies the Executive from serving as an officer or director of the Employer; or (iv) the willful or negligent failure of the Executive to perform his duties hereunder in any material respect.  The Executive’s employment under this Agreement may be terminated immediately for any Cause except under (iv) above.  The Executive shall be entitled to at least thirty (30) days’ prior written n