RE: Incremental Increase to Annual Base Salary Dear [ ]:

Exhibit 10.31

May [__], 2009

Dear [              ]:

As you are aware, the recent enactment of the American Recovery and Reinvestment Act of 2009 (the “ARRA”) imposes certain executive compensation restrictions on companies participating in the Capital Purchase Program (“CPP”), including restrictions on bonuses, retention awards and incentive compensation to the top five most highly-compensated executives (“Top Five”). Based on your 2008 compensation, you are one of our Top Five, and as such, we are currently restricted from accruing or paying incentive compensation for you.

The Board’s Compensation Committee (the “Committee”) remains committed to our overall compensation philosophy, however, in light of the ARRA’s restrictions, we are making some adjustments to make sure that we appropriately reward and retain you. To this end, the Committee has approved a total annual base salary for you of [$              ], consisting of your current annual base salary of [$              ] (your “Current Salary”) plus an increase of [$              ] (“Incre