PERFORMANCE AWARD,OPTION & EMPOYMENT AGREEMENT

AGREEMENT is made this 23rd day of July, 1996 by and between Connecticut 
Bank of Commerce, a corporation organized and existing under the laws of 
the State of Connecticut, having its principal office and place of 
business at 612 Bedford Street, Stamford, Connecticut (the 
"Corporation"), and Dennis Pollack, residing at 99 Apple Ridge, 
Woodcliff Lake, New Jersey (the "Executive").

WHEREAS, the Corporation desires to retain Executive for the purposes 
set hereinafter set forth ;and WHEREAS, the Executive desires to accept 
such engagement upon the terms and conditions hereinafter set forth;
WHEREAS, the Executive and Corporation agree that this agreement 
supersedes any previous employment correspondence.
NOW, THEREFORE, in consideration of the mutual covenants contained 
herein, it is hereby agreed as follows:
1. Duties - Upon the Effective Date of this Agreement, as hereinafter 
defined, the Corporation shall employ Executive.  Executive shall devote
his full business time and efforts to the business of the Corporation.
Executive shall have President and Chief Executive Officer title and 
responsibility, be a member of the Corporation's Board, and specifically 
have executive management responsibility of the affairs of the 
Corporation subject to the  control of the Board.  The President
and Chief Executive Officer shall have such other powers and
perform other duties as are incident to the office of the
President and Chief Executive Officer and as from time to time may be 
assigned or delegated to him under the By-laws of the Corporation or by 
the Board.
2.  Term - The Term of this Agreement shall be for a period commencing 
on the date hereof (the "Effective Date") and ending December 31, 1999.
3.   Compensation - During the Term of Employment, the Employer shall 
pay
to the Executive as compensation for the services to be rendered by
him hereunder the following:
(a) The Employer shall pay to the Executive a base salary of one
hundred sixty thousand dollars per year.
(b) In addition, the Executive shall receive an annual increase in 
salary on each anniversary date of hire in an amount set by the Board.
(c) In addition, Corporation shall provide the Executive with an 
automobile on a grossed up, after tax basis including all costs 
incidental thereto, such as maintenance, repairs, and insurance. The 
Corporation shall further provide
Executive with use of an apartment, bank ORE property, or 
hotel accommodations, on a grossed up, after tax basis.
4. Performance Award Bonus - In addition to the base salary set forth 
above, the Executive shall be entitled to the following performance 
bonus to a maximum of $60,000 for the year ending December 31, 1996 and 
to a maximum of 50% of base salary for each subsequent year unless 
otherwise increased by the Board of Directors of the Employer.  The 
performance bonus for the period ending December 31, 1996 will be based 
on the period beginning March 31, 1996.  For subsequent years, the 
performance bonus will be based on the twelve month period ending
December 31. All bonuses will be based on the following goals and 
percentage of base salary:
Net Income 50% of salary for achieving budgeted net income as provided 
for in Executive provided financial plan.  Each percentage point over or 
under plan will result in a corresponding percentage point increase or 
decrease in bonus. For example, exceeding plan by two percent will 
result in an additional two percent bonus allocation.
Operating Expense Reductions
5% of total operating expense reductions achieved.
Asset Quality
10% of base salary for each $500,000 reduction, or part thereof, 
in NonPerforming Assets, defined as Non-accruals, OREO, and ISF loans.
Liability Mix
15% of base salary for each $500,00 increase, or part thereof,
in DDA/MMA account balances.
This performance bonus will be payable within 30 days of the year end.
Commencing on the second year of employment, employer will also pay the
 pro rata share of any performance award bonus that would have
 been earned had Executive been employed as of December 31, 1997, 
provided the Executive has not been terminated for cause.  For example, 
if Executive  was terminated as of August 30, 1997, Executive would be
 due 8/12 of any performance award bonus based on the above goals and 
the Bank's December 31,1997 performance.
 5. Incentive Stock Options - The Corporation's Parent, CBC Bancorp, 
Inc., will grant to the Executive on the Effective Date of the Agreement 
options to purchase the Parent common stock (the "Stock Options") in 
accordance with  the terms and conditions of the Stock
Option Agreement (the "Stock Option Agreement"), dated of even
 date hereof, by and between Parent and the Executive.  The Stock
 Option Agreement will provide for the
grant of Stock Options representing 5% of the issued and outstanding 
shares of parent common stock on the date of grant (subject to 
adjustment thereafter under certain circumstances) which Stock Options 
shall vest at the rate of 1.25% of the issued and outstanding shares of 
parent common stock for each year of employment of the Executive by the 
Corporation. The Stock Options shall be convertible under certain 
circumstances (as set forth in the Stock Option Agreement) into options 
to purchase shares of common stock of the Corporation.
6. Reimbursement for Expenses - The Corporation will reimburse the 
Executive for all reasonable and necessary expenses incurred by him in 
carrying out his duties under this Agreement.  Executive shall present
to the Corporation, upon request for reimbursement of such expenses, an 
itemized account of such expenses, in such form as the Corporation shall 
reasonably require.
7. Resignation - If without the prior written consent of the Executive, 
the Corporation shall materially change the Executive's position from 
that of President and Chief Executive Officer, by materially altering 
the duties, responsibilities or authority of the Executive by demotion 
from those in effect on the Effective Date, the Executive may, upon 120 
days written notice, elect resign  his position with the Bank.  In the 
event of such a resignation, the Corporation shall pay the Executive on 
the effective date of such resignation: (i) a grossed up after tax lump 
sum cash payment in an amount equal to 50% of the Executive's annual 
salary in effect on the date of such notice, and (ii) a lump sum cash 
payment in an amount equal to the Executive's annual salary in effect on 
the date of such notice as computed on a daily business day basis 
multiplied by the number of Executive's accrued vacation days.
8. Termination of Employment
(a) For Cause - Corporation may terminate the Executive's employment at
any time "for cause".
(b) Death or Disability - the Executives employment shall terminate in 
the event of his death and may be terminated by Corporation in the event 
of his physical or mental inability to perform the duties of President 
and Chief Executive Officer, provided such inability shall have 
continued for a period of six (6) consecutive months.  In the event of 
death, Executive's estate will be paid any accrued salary not paid and 
death benefits routinely provided to other senior officers of the 
Corporation.  In the event of any disability, Executive will be provided 
full compensation for six months,  seventy five percent for next six 
months,  and fifty percent for next six months.
(c) Change of Control - Notwithstanding any other provision of this 
Agreement, in the event that the Corporation shall terminate the 
Executive's employment, for any reason, except "for Cause", or if the 
Executive  shall resign his position pursuant to the Resignation 
subsection of this Agreement, at any time after a "Change in Control" of 
the Corporation has occurred, as hereinafter defined, the Corporation
shall pay to the Executive on the date of such termination (i) a lump 
sum cash payment in an amount equal to two times the Executive's annual 
salary in effect on the date immediately preceding the date of such 
"Change in Control" or on the date of termination,
whichever is greater, (ii) a lump sum cash payment in an amount equal to 
the Executive's annual salary computed on a daily business day basis 
times the number of accrued vacation days to the date of such 
termination, and (iii) all stock options previously granted hereunder or 
under separate Stock Option Agreement shall be immediately exercised. 
Any and all payments made to Executive will be on a grossed up after tax 
basis.  For the purpose of this Section, the following definitions shall 
apply: "Change of Control" means (i) any merger or consolidation of the
Corporation or Bank with or into, or any sale, lease, exchange, transfer 
or other disposition of all or any substantial part of the assets of the
Corporation or Bank to voting securities of the Corporation of, any 
person or group of persons acting in concert, any class of which did not 
own or control 50.1% or more of voting securities of the Corporation 
prior to such merger or consolidation with or sale, lease, exchange, 
transfer or other disposition of all or substantially all the assets of 
the Corporation or Bank,(ii) the acquisition by any person or group of 
persons acting in concert of beneficial ownership of 50.1% or more of
any class of voting securities of the Corporation, or (iii) the 
acquisition by any person or group of persons acting in concert, 
directly or indirectly through the use of proxies or otherwise, of the 
ability to elect or  appoint a majority of
the Board of Directors of the Corporation. "Person" means any 
individual, partnership, firm, corporation, association, trust, 
unincorporated organization or other entity, as well as any group of 
Persons Acting in Concert. "Group of Persons Acting in Concert" means a 
group of persons who (i)  knowingly participate in a joint activity or 
conscious parallel action towards a common goal, whether
or not pursuant to an express agreement; or (ii) combine or pool voting 
or other interests in the securities of an issuer for a common purpose 
pursuant to any contract, understanding, relationship, agreement or 
other arrangement, whether written or otherwise.
9. Assignments
(a) The rights and obligations of the Executive under this 
Agreement are personal and may not be assigned; provided, however, that 
any benefits provided to the Executive hereof shall inure to and may 
thereafter be enforced by the Executive's heirs, executors, 
administrators and personal representatives.
(b) This Agreement shall be binding upon, shall be assumed by and shall 
inure to the benefits of Corporation's successors and assigns, whether
by reason of consolidation, merger, sale or transfer of all or 
substantially all of the assets of the Corporation, or otherwise.
10. Notices - Any notice or other communication required or permitted
to be given hereunder shall be in writing and shall be mailed by 
registered mail or delivered against receipt to the parties and 
addresses set forth below, or to such other address as the party shall 
have furnished  in writing in accordance with
this paragraph.  Any notice or other communication mailed by registered 
mail shall be deemed given at the time of registration thereof. If to 
Corporation:
Chairman of the Board
Connecticut Bank of Commerce
612 Bedford Street
Stamford, Connecticut 06901
With Copy to:
Thomas Gallagher, Esq.
66 Larchmont Avenue
Larchmont, New York 10538
To the Executive:
Dennis Pollack
99 Apple Ridge
Woodcliff Lake, New Jersey 07675
11. Arbitration - Any controversy or claim arising out of or relating to 
this Agreement shall be settled by arbitration in accordance with the 
Rules of the American Arbitration Association, and the parties hereby 
consent to the jurisdiction of the Supreme Court of the State of 
Connecticut, and judgment upon the award rendered in such arbitration 
may be entered in any court having jurisdiction thereof.
12 Entire Agreement - This Agreement contains the entire understanding 
between the parties and supersedes all prior understandings of the 
parties in connection therewith.  No covenant, representation or 
condition not expressed in this Agreement shall affect or be effective 
to interpret,  change or restrict the express
provisions of this Agreements.
13. Severability - In the event that any term or condition contained in 
this Agreement shall for any reason be held by a court of 
competent jurisdiction to be invalid, illegal or unenforceable in any 
respect, such invalidity, illegality or unenforceability shall not 
affect any other term or condition of this Agreement, but
this Agreement shall be construed as if such invalid or illegal or 
unenforceable term or condition had never been contained herein.
14. Governing Law - This Agreement shall be  governed by and in 
accordance with the laws of the State of Connecticut.
15.Modiction - This Agreement shall not be modified or amended in any 
respect, except by a written instrument signed by the parties hereto.
IN WITNESS WHEREOF, Corporation has caused this Agreement to be signed
by the bank's Senior Vice President and  Chief Accounting Officer, 
authorized to do so by the bank's Board of Director's as reflected in 
Board minutes of a meeting held, on July 23, 1996, in Westport, 
Connecticut and the Executive hereunder set his hand on the day and year 
first above written.
CONNECTICUT BANK OF COMMERCE
BY:/s/ Barbara Van Bergen
ITS: Senior Vice President
DENNIS POLLACK