Exhibit 10.3


 


AMENDED AND RESTATED


PARAMETERS OF AWARDS OF STOCK OPTIONS AND RESTRICTED SHARES


 


1.               structure two types
of equity based awards:


 


a.               Performance
Shares: Restricted Shares the vesting of which is based on the
Corporation achieving agreed performance targets tied to the Return on Equity (“ROE”)
of the Corporation (“Performance Shares”).


 


i.                  Performance
Shares may be earned by Executive and Senior Officers.  The number of Performance Shares that may be
earned will be based on the Corporation’s ROE over a defined performance
period, with an additional period of time for vesting after the performance
period.  The initial performance period
shall be the 21-month period beginning on April 1, 2005 and ending on December
31, 2006.


 


ii.               The ROE
targets and award percentages for the Performance Shares shall be structured as
follows:


 


	
  Level*

  	
   

  	
  ROE

  Values**

  	
   

  	
  Percentage of

  Award to be Earned

  	
   

  
	
  Minimum

  	
   

  	
  14.0

  	
  %

  	
  50.0

  	
  %

  
	
  Target

  	
   

  	
  18.0

  	
  %

  	
  100

  	
  %

  
	
  Maximum

  	
   

  	
  22.0

  	
  %

  	
  120

  	
  %

  



 






*   No Performance Shares will be earned if the
Minimum ROE is not attained.  The number
of Performance Shares that may be earned for ROE Values between the Minimum and
Target, and between the Target and Maximum, will be determined by
interpolation.


 


**
The ROE Values are based on core net income and core book value, so there is no
effect of the non-cash mark-to-market of swaps.


 


iii.            No dividends
will be accrued or paid on the Performance Shares during the performance
period. Following the performance period, and prior to the full vesting of the
Performance Shares, dividends on earned Performance Shares will be accrued but
not paid until the vesting of the shares. 
Earned Performance Shares will vest on the date which is two years
following the end of the performance period.


 


iv.           If (a) there
is a material restatement of the Corporation’s financial results for any
financial reporting period and such financial reporting period also was part of
the performance period and (b) as a result of the restatement the Corporation’s
ROE for the performance period changes, then the number of Performance Shares
that may be earned shall be determined based on the Corporation’s ROE after
giving effect to the restatement.


 


b.              Options with
Dividend Equivalent Rights (“Options w/ DERs”) which vest after
four years, contingent on the recipient’s continued employment by the
Corporation, and have a seven-year term


 


c.               Both the
Performance Shares and the Options w/ DERs will be subject to forfeiture prior
to their vesting by a recipient that (i) terminates his employment with the
Corporation or (ii) whose employment by the Corporation is terminated for
Cause.


 

















 


2.               award these
instruments as follows:


 


a.               Executive
and Senior Officers: annual awards of Options w/ DERs and Performance Shares,
with two year performance targets and two year cliff vesting of the earned
performance shares


 


b.              Other
Managers: periodic awards of Options w/ DERs only


 


c.               New hires
and other special situations are eligible to receive awards consistent with
their positions in the Corporation as recommended by the Chief Executive
Officer of the Corporation and approved by the Compensation Committee.


 


3.               ownership guidelines


 


a.               the Board
will establish ownership guidelines for the Corporation’s Directors and
Officers; Directors and Officers should own shares of the Corporation’s common
stock equal to a multiple of the recipient’s respective annual compensation as
follows:


 


	
   

  	
   

  	
  multiple

  
	
  i.

  	
   

  	
  CEO

  	
   

  	
  five

  
	
  ii.

  	
   

  	
  Executive Officers

  	
   

  	
  three

  
	
  iii.

  	
   

  	
  Senior Officers

  	
   

  	
  two

  
	
  iv.

  	
   

  	
  Other Managers

  	
   

  	
  n.a.

  



 


b.              the Chief
Executive Officer will recommend to the Board the portion of shares issued to
managers under the Incentive Plan that the Corporation expects the managers to
retain, after providing for the sale of sufficient shares by the managers to
meet their tax liabilities relative to the awards of the shares, with the
target retention percentage expected to be not less than 60% of the net, after
tax value of shares received.