**Named Executive Officer Compensation Summary**The following 2011 base salaries have been approved for payment to those persons who are expectedto be the Company’s named executive officers for the year ended December 31, 2011. No cash bonuseswere paid for 2010 performance:       **Name** **Title** **Salary**       Stephen M. Rownd Chairman of the Board and Chief Executive Officer of theCompany and the Bank $400,000        Kenneth R. Vaught President and Chief Banking Officer of the Company and theBank $267,000        James E. Adams Executive Vice President, Chief Financial Officer andSecretary of the Company and the Bank $228,000        Steve L. Droke Senior Vice President and Chief Credit Officer of the Bank $188,043        William C. Adams Senior Vice President and Chief Information Officer of theBank $172,682 BonusFor as long as the preferred stock issued to the U.S. Department of the Treasury remainsoutstanding, the Company is prohibited from paying a cash bonus to the Company’s five most highlycompensated employees.Equity Based IncentivesThe named executive officers are also eligible to participate in the Company’s 2004 Amended andRestated Long-Term Incentive Plan, subject to the limitations on executive compensation applicableto the Company as a result of its participation in the U.S. Treasury Capital Purchase Program (the“CPP”) under the Troubled Assets Relief Program (“TARP”).BenefitsThe named executive officers are also eligible to participate in the Company’s and the Bank’sbroad-based benefit programs generally available to the Company’s and the Bank’s employees,including the health, disability and life insurance programs and may defer a portion of their basesalary and bonus under the terms of a deferred compensation plan available to the Company’sexecutive officers and members of senior management.
 
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Capital Purchase Program LimitationsFor as long as the U.S. Treasury owns any debt or equity securities of the Company issued inconnection with the CPP (other than the warrants), the Company is required to take all necessaryaction to ensure that its benefit plans with respect to its senior executive officers comply in allrespects with Section 111(b) of the Emergency Economic Stabilization Act of 2008 (“EESA”), and theregulations issued and in effect thereunder as of the closing date of the sale of the preferredshares to the U.S. Treasury, as modified by the U.S. Treasury’s interim final rule related tocompensation and corporate governance issued on June 15, 2009 (the “IFR”). This means that, amongother things, while the U.S. Treasury owns debt or equity securities issued by the Company inconnection with the CPP (other than the warrants), the Company must:**•** Ensure that the incentive compensation programs for its senior executive officers do notencourage unnecessary and excessive risks that threaten the value of the Company;**•** Implement a required clawback of any bonus or incentive compensation paid to the Company’ssenior executive officers and next twenty most highly compensated employees based on materiallyinaccurate financial statements or any other materially inaccurate performance metric;**•** Not make any bonus, incentive or retention payment to any of the Company’s five most highlycompensated employees, except as permitted under the IFR;**•** Not make any “golden parachute payment” (as defined in the IFR) to any of the Company’ssenior executive officers or five next most highly compensated employees; and**•** Agree not to deduct for tax purposes executive compensation in excess of $500,000 in any onefiscal year for each of the Company’s senior executive officers.**Additional Information**The foregoing information is summary in nature. Additional information regarding director and namedexecutive officer compensation will be included in the Company’s proxy statement for the Company’s2011 annual meeting.
 
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