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price, or (d) delivery of other consideration that the Committee deems appropriate (includingpayment in accordance with a cashless exercise program under which, if the Staff Member soinstructs, shares may be issued directly to the Staff Member’s broker or dealer upon receipt of thefull exercise price from the broker or dealer). Until that payment, the Staff Member shall have norights in the stock being acquired.     The Staff Member acknowledges that all shares acquired by him or her pursuant hereto are andwill be acquired for investment only and not for distribution. The Staff Member shall provide theCorporation with a written representation, signed by him or her, to that effect upon request.     5. Transfer. The Option is not transferable by the Staff Member otherwise than bywill or pursuant to the laws of descent and distribution or, in certain circumstances, pursuant toa qualified domestic relations order, as defined in the Internal Revenue Code of 1986, as amended,or the Employee Retirement Income Security Act of 1974, as amended.     6. Termination of Option.     a. If the Staff Member’s employment is terminated for any reason other than retirement, death,or disability, whether by resignation or discharge, the Option shall expire effective as of thedate that employment is terminated.     b. In the case of the Staff Member’s death, the Option shall expire in accordance with theterms and conditions of the Plan.     c. If the Staff Member’s employment terminates due to disability, the Option shall, at theStaff Member’s election, vest immediately if not already vested, and shall be exercisable until theearlier of the expiration date of the Option or three years after the date of the disability. Ifthe Staff Member has died before then, the Option shall be exercisable only by the person orpersons to whom the Staff Member’s rights under the Option passed under the Staff Member’s will orby the laws of descent and distribution.      d. To the extent permitted under the CPP Rules, if the Staff Member’s employment terminatesdue to the Staff Member’s Normal Retirement or Other Retirement, the Option shall, if not alreadyvested, vest pro rata determined by multiplying the number of shares subject to the Option by afraction, the numerator of which is the number of full months between the Date of Grant to the dateof termination of service and the denominator of which is 36. For example, if 100 options wereawarded on February 1 and would by their terms vest in three years, and the Staff Member retires onDecember 5 of the first year, then 28 shares would vest automatically upon the Staff Member’sretirement (100 shares times (10 full months of service divided by 36), or 27.8 rounded to thenearest whole share), and the Option for the remaining shares shall expire.          Otherwise, the Option shall expire upon the Staff Member’s retirement.     e. Notwithstanding anything to the contrary in this Section 6, to the extent permitted underthe CPP rules, in the event of a Change in Control and termination of the Staff Member’s employmentby the Corporation or any of its subsidiaries or a material diminution of the Staff Member’sduties, in either case within two years following that Change in Control, the Option shall vestimmediately if not already vested, and all Options shall be exercisable until 120 days after thedate of such termination or diminution of duties or, if earlier, until the Option’s scheduledexpiration date.          Otherwise, the Option shall expire upon the termination of the Staff Member’semployment or the material diminution of his or her duties, as the case may be.
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     7. Plan Provisions Control Award Terms; Modifications. The Option is granted pursuantand subject to the terms and conditions of the Plan, the provisions of which are incorporated byreference herein. If any provision hereof conflicts with any provision of the Plan as constitutedon the Date of Grant, the terms of the Plan shall control. The Option shall not be modified afterthe Date of Grant except by written agreement between the Corporation and the Staff Member;provided, however, that such modification shall (a) not be inconsistent with the Plan, (b) notamend the terms of Section 10 below and (c) be approved by the Committee.     In all other respects, all questions relating to the validity, interpretation, construction,and enforcement hereof shall be governed by Delaware law.     8. Taxes. The Corporation shall be entitled to withhold (or secure payment from theStaff Member in lieu of withholding) the amount of any withholding or other tax required to bewithheld or paid by the Corporation by law with respect to any shares issuable hereunder, or upon adisqualifying disposition of shares received pursuant to the exercise of the portion of the Option,if any, which is an incentive stock option under Section 422 of the Code. The Corporation maydefer issuance of shares upon the exercise of the Option unless the Corporation is indemnified toits satisfaction against any liability for any such tax. The amount of that withholding or taxpayment shall be determined by the Committee or its delegate. The Staff Member may satisfy his orher tax withholding obligation by: (a) paying cash to the Corporation and/or (b) delivering to theCorporation a number of shares of the Corporation’s stock or withholding from the Option, at theappropriate time, a number of shares, in either case sufficient, based upon the Market Value PerShare of those shares, to satisfy those tax withholding requirements. The Committee shall beauthorized, in its sole discretion, to establish rules and procedures relating to any suchwithholding methods it deems necessary or appropriate (including, without limitation, rules andprocedures relating to elections to have shares withheld upon exercise of the Option) to meet thosewithholding obligations.     9. Continuation in Employment. Nothing herein shall be deemed to confer on the StaffMember any right to continue in the employ of the Corporation or any of its subsidiaries or tointerfere in any way with the right of the Corporation or any of its subsidiaries to terminate hisor her employment at any time.     10. Limitations. Notwithstanding any provision herein to the contrary, the StaffMember’s rights and the Corporation’s obligations hereunder shall be limited to the extent that theCorporation is required to comply with (a) federal and state law and (b) the requirements ofparticipants in the United States Department of the Treasury’s Capital Purchase Program (“CPP”),including, without limitation, the requirements of 12 U.S.C. § 5221 and 31 C.F.R. Part 30 (thoserequirements, collectively, the “CPP Rules”). Requirements under the CPP Rules include, withoutlimitation, restrictions on “golden parachute payments” (as that term is defined in the CPP Rules).The Staff Member acknowledges that the CPP Rules may require modification of the terms of thisAgreement.     IN WITNESS WHEREOF, by the Corporation’s delivery hereof and the Staff Member’s acceptancehereof by selecting “Agree” and clicking “Submit” on the Website, the parties have entered intothis Stock Option Agreement as of the date hereof.
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