Unassociated Document


    EXHIBIT
      10(x)

     

    Crescent
      State Bank

    Amended
      Salary Continuation Agreement

    


    This
      Amended
      Salary Continuation Agreement
      (this
“Agreement”) is entered into as of this 24 day of October, 2007, by and between
      Crescent State Bank, a North Carolina-chartered commercial bank (the “Bank”),
      and Michael G. Carlton, its Chief Executive Officer (the
“Executive”).

    


    Whereas,
      the
      Executive has contributed substantially to the Bank’s success and the Bank
      desires that the Executive continue in its employ,

    


    Whereas,
      to
      encourage the Executive to remain an employee, the Bank is willing to provide
      salary continuation benefits to the Executive payable from the Bank’s general
      assets,

    


    Whereas,
      none of
      the conditions or events included in the definition of the term “golden
      parachute payment” that is set forth in section 18(k)(4)(A)(ii) of the Federal
      Deposit Insurance Act [12 U.S.C. 1828(k)(4)(A)(ii)] and in Federal Deposit
      Insurance Corporation Rule 359.1(f)(1)(ii) [12 CFR 359.1(f)(1)(ii)] exists
      or,
      to the best knowledge of the Bank, is contemplated insofar as the Bank is
      concerned,

    


    Whereas,
      the
      parties hereto intend that this Agreement shall be considered an unfunded
      arrangement maintained primarily to provide supplemental retirement benefits
      for
      the Executive, and to be considered a non-qualified benefit plan for purposes
      of
      the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The
      Executive is fully advised of the Bank’s financial status, and

    


    Whereas,
      the
      Bank and the Executive intend that this Agreement shall amend and restate in
      its
      entirety the October 1, 2003 Salary Continuation Agreement between the Bank
      and
      the Executive.

    


    Now
      Therefore,
      in
      consideration of these premises and other good and valuable consideration,
      the
      receipt and sufficiency of which are hereby acknowledged, the Executive and
      the
      Bank hereby agree as follows.

    


    Article
      1

    Definitions

    


    1.1 “Accrual
      Balance”
means
      the liability that should be accrued by the Bank under generally accepted
      accounting principles (“GAAP”) for the Bank’s obligation to the Executive under
      this Agreement, applying Accounting Principles Board Opinion No. 12, as amended
      by Financial Accounting Standard No. 106, and the calculation method and
      discount rate specified hereinafter. The Accrual Balance shall be calculated
      such that when it is credited with interest each month the Accrual Balance
      at
      Normal Retirement Age (or such later date as the Executive is entitled under
      section 2.1 to receive the normal retirement benefits) equals the present value
      of the normal retirement benefits. The discount rate means the rate used by
      the
      Plan Administrator for determining the Accrual Balance. The rate is based on
      the
      yield on a 20-year corporate bond rated Aa by Moody’s, rounded to the nearest
1⁄4%. In its sole discretion, the Plan Administrator may adjust the discount rate
      to maintain the rate within reasonable standards according to GAAP.

    


    1.2 “Beneficiary”
means
      each designated person, or the estate of the deceased Executive, entitled to
      benefits, if any, upon the death of the Executive, determined according to
      Article 4.

    


    1.3 “Beneficiary
      Designation Form”
means
      the form established from time to time by the Plan Administrator that the
      Executive completes, signs, and returns to the Plan Administrator to designate
      one or more Beneficiaries.

     

    1.4 “Change
      in Control”
shall
      mean a change in control as defined in Internal Revenue Code section 409A and
      rules, regulations, and guidance of general application thereunder issued by
      the
      Department of the Treasury, including -

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (a) Change
      in ownership:
      a
      change in ownership of Crescent Financial Corporation, a North Carolina
      corporation of which the bank is a wholly owned subsidiary, occurs on the date
      any one person or group accumulates ownership of Crescent Financial Corporation
      stock constituting more than 50% of the total fair market value or total voting
      power of Crescent Financial Corporation stock,

    


    (b) Change
      in effective control:
      (x)
      any one
      person or more than one person acting as a group acquires within a 12-month
      period ownership of Crescent Financial Corporation stock possessing 30% or
      more
      of the total voting power of Crescent Financial Corporation stock, or
      (y)
      a
      majority of Crescent Financial Corporation’s board of directors is replaced
      during any 12-month period by directors whose appointment or election is not
      endorsed in advance by a majority of Crescent Financial Corporation’s board of
      directors, or

    


    (c) Change
      in ownership of a substantial portion of assets:
      a
      change in the ownership of a substantial portion of Crescent Financial
      Corporation’s assets occurs if in a 12-month period any one person or more than
      one person acting as a group acquires from Crescent Financial Corporation assets
      having a total gross fair market value equal to or exceeding 40% of the total
      gross fair market value of all of Crescent Financial Corporation’s assets
      immediately before the acquisition or acquisitions. For this purpose, gross
      fair
      market value means the value of Crescent Financial Corporation’s assets, or the
      value of the assets being disposed of, determined without regard to any
      liabilities associated with the assets.

    


    1.5 “Code”
means
      the Internal Revenue Code of 1986, as amended, and rules, regulations, and
      guidance of general application issued thereunder by the Department of the
      Treasury.

    


    1.6 “Disability”
means,
      because of a medically determinable physical or mental impairment that can
      be
      expected to result in death or that can be expected to last for a continuous
      period of at least 12 months, (x)
      the
      Executive is unable to engage in any substantial gainful activity, or
      (y)
      the
      Executive is receiving income replacement benefits for a period of at least
      three months under an accident and health plan of the employer. Medical
      determination of disability may be made either by the Social Security
      Administration or by the provider of an accident or health plan covering
      employees of the Bank. Upon request of the Plan Administrator, the Executive
      must submit proof to the Plan Administrator of the Social Security
      Administration’s or provider’s determination.

    


    1.7 “Early
      Termination”
means
      Termination of Employment before Normal Retirement Age for reasons other than
      death, Disability, or Termination for Cause.

    


    1.8 “Effective
      Date”
means
      October 1, 2003.

    


    1.9 “Intentional,”
for
      purposes of this Agreement, no act or failure to act on the part of the
      Executive shall be deemed to have been intentional if it was due primarily
      to an
      error in judgment or negligence. An act or failure to act on the Executive’s
      part shall be considered intentional if it is not in good faith and if it is
      without a reasonable belief that the action or failure to act is in the best
      interests of the Bank.

    


    1.10 “Normal
      Retirement Age”
means
      the Executive’s 60th
      birthday.

    


    1.11 “Plan
      Administrator”
or
      “Administrator”
means
      the plan administrator described in Article 8.

    


    1.12 “Plan
      Year”
means
      a
      twelve-month period commencing on January 1 and ending on December 31 of each
      year. The initial Plan Year shall commence on the Effective Date.

    


    1.13 “Separation
      from Service”
means
      the Executive’s service as an executive and independent contractor to the Bank
      and any member of a controlled group, as defined in Code section 414, terminates
      for any reason, other than because of a leave of absence approved by the Bank
      or
      the Executive’s death. For purposes of this Agreement, if there is a dispute
      about the employment status of the Executive or the date of the Executive’s
      Separation from Service, the Bank shall have the sole and absolute right to
      decide the dispute unless a Change in Control shall have occurred.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    1.14 “Termination
      for Cause”
and
      “Cause”
shall
      have the same meaning specified in any effective severance or employment
      agreement existing on the date hereof or hereafter entered into between the
      Executive and the Bank. If the Executive is not a party to a severance or
      employment agreement containing a definition of termination for cause,
      Termination for Cause means the Bank terminates the Executive’s employment for
      any of the following reasons –

    


    (a) the
      Executive’s gross negligence or gross neglect of duties or intentional and
      material failure to perform stated duties after written notice thereof,
      or

    


    (b) disloyalty
      or dishonesty by the Executive in the performance of the Executive’s duties, or
      a breach of the Executive’s fiduciary duties for personal profit, in any case
      whether in the Executive’s capacity as a director or officer, or

    


    (c) intentional
      wrongful damage by the Executive to the business or property of the Bank or
      its
      affiliates, including without limitation the reputation of the Bank, which
      in
      the judgement of the Bank causes material harm to the Bank or affiliates,
      or

    


    (d) a
      willful
      violation by the Executive of any applicable law or significant policy of the
      Bank or an affiliate that, in the Bank’s judgement, results in an adverse effect
      on the Bank or the affiliate, regardless of whether the violation leads to
      criminal prosecution or conviction. For purposes of this Agreement, applicable
      laws include any statute, rule, regulatory order, statement of policy, or final
      cease-and-desist order of any governmental agency or body having regulatory
      authority over the Bank, or

    


    (e) the
      occurrence of any event that results in the Executive being excluded from
      coverage, or having coverage limited for the Executive as compared to other
      executives of the Bank, under the Bank’s blanket bond or other fidelity or
      insurance policy covering its directors, officers, or employees, or

    


    (f) the
      Executive is removed from office or permanently prohibited from participating
      in
      the Bank’s affairs by an order issued under section 8(e)(4) or section 8(g)(1)
      of the Federal Deposit Insurance Act, 12 U.S.C. 1818(e)(4) or (g)(1),
      or

    


    (g) conviction
      of the Executive for or plea of no contest to a felony or conviction of or
      plea
      of no contest to a misdemeanor involving moral turpitude, or the actual
      incarceration of the Executive for 45 consecutive days or more.

    


    Article
      2

    Lifetime
      Benefits

    


    2.1 Normal
      Retirement Benefit.
      Unless
      the Executive shall have received the benefit under section 2.4 after a Change
      in Control, for Separation from Service on or after the date the Executive
      attains Normal Retirement Age the Bank shall pay to the Executive the benefit
      described in this section 2.1 instead of any other benefit under this Agreement.
      However, if the Executive’s Separation from Service is a Termination for Cause
      or if this Agreement terminates under Article 5, no benefits shall be
      paid.

    


    2.1.1 Amount
      of benefit.
      The
      annual benefit under this section 2.1 is $156,100. Beginning one year after
      payment of the benefit under this section 2.1.1 commences, the amount of the
      annual benefit shall be increased annually at a rate of 3% to offset
      inflation.

    


    2.1.2 Payment
      of benefit.
      Beginning with the seventh month after the month in which the Executive’s
      Separation from Service occurs, the Bank shall pay the annual benefit to the
      Executive in equal monthly installments on the first day of each month. The
      annual benefit shall be paid to the Executive for the Executive’s
      lifetime.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    2.2 Early
      Termination Benefit.
      Unless
      the Executive shall have received the benefit under section 2.4 after a Change
      in Control, upon Early Termination the Bank shall pay to the Executive the
      benefit described in this section 2.2 instead of any other benefit under this
      Agreement. The Executive shall be entitled to no benefit under this section
      2.2
      if Early Termination occurs after a Change in Control. No benefits shall be
      payable under this Agreement if the Executive’s Separation from Service is a
      Termination for Cause or if this Agreement terminates under Article
      5.

    


    2.2.1 Amount
      of benefit.
      The
      annual benefit under this section 2.2 is calculated as the amount that fully
      amortizes the Accrual Balance existing at the end of the month immediately
      before the month in which Separation from Service occurs, amortizing that
      Accrual Balance over the period beginning with the Executive’s Normal Retirement
      Age and taking into account interest at the discount rate or rates established
      by the Plan Administrator. Beginning one year after payment of the Early
      Termination benefit commences, the amount of the annual benefit under this
      section 2.2.1 shall be increased annually at a rate of 3% to offset
      inflation.

    


    2.2.2 Payment
      of benefit.
      Beginning with the later of (x)
      the
      seventh month after the month in which the Executive’s Separation from Service
      occurs, or (y)
      the
      month immediately after the month in which the Executive attains Normal
      Retirement Age, the Bank shall pay the annual benefit to the Executive in equal
      monthly installments on the first day of each month. The annual benefit shall
      be
      paid to the Executive for the Executive’s lifetime.

    


    2.3 Disability
      Benefit.
      Unless
      the Executive shall have received the benefit under section 2.4 after a Change
      in Control, if Separation from Service occurs because of Disability before
      Normal Retirement Age the Bank shall pay to the Executive the benefit described
      in this section 2.3 instead of any other benefit under this
      Agreement.

    


    2.3.1 Amount
      of benefit.
      The
      annual benefit under this section 2.3 is calculated as the amount that fully
      amortizes the Accrual Balance existing at the end of the month immediately
      before the month in which Separation from Service occurs, amortizing that
      Accrual Balance over the period beginning with the Executive’s Normal Retirement
      Age and taking into account interest at the discount rate or rates established
      by the Plan Administrator. Beginning one year after payment of the Disability
      benefit commences, the amount of the annual benefit under this section 2.3.1
      shall be increased annually at a rate of 3% to offset inflation.

    


    2.3.2 Payment
      of benefit.
      Beginning with the later of (x)
      the
      seventh month after the month in which the Executive’s Separation from Service
      occurs, or (y)
      the
      month immediately after the month in which the Executive attains Normal
      Retirement Age, the Bank shall pay the annual benefit to the Executive in equal
      monthly installments on the first day of each month. The annual benefit shall
      be
      paid to the Executive for the Executive’s lifetime.

    


    2.4 Change-in-Control
      Benefit.
      If a
      Change in Control occurs before Separation from Service, the Bank shall pay
      to
      the Executive the benefit described in this section 2.4 instead of any other
      benefit under this Agreement.

    


    2.4.1 Amount
      of benefit.
      The
      benefit under this section 2.4 is the greater of (x)
      $1,899,551 or (y)
      the
      Accrual Balance when the Change in Control occurs, in either case without
      reduction for the time value of money or other discount.

    


    2.4.2 Payment
      of benefit.
      The
      Bank shall pay the benefit under this section 2.4 to the Executive in a single
      lump sum within three days after the Change in Control. If the Executive
      receives the benefit under this section 2.4 because of the occurrence of a
      Change in Control, the Executive shall not be entitled to claim additional
      benefits under section 2.4 if an additional Change in Control occurs
      thereafter.

    


    2.5 Change-in-Control
      Payout of Normal Retirement Benefit, Early Termination Benefit, or Disability
      Benefit Being Paid to the Executive at the Time of a Change in
      Control.
      If a
      Change in Control occurs while the Executive is receiving the Normal Retirement
      Age benefit under section 2.1 or is receiving or is entitled at Normal
      Retirement Age to receive the Early Termination benefit under section 2.2 or
      the
      Disability benefit under section 2.3, the Bank shall pay the remaining salary
      continuation benefits to the Executive in a single lump sum on the later of
      (x)
      the
      date of the Change in Control or (y)
      the
      first day of the seventh month after the month in which the Executive’s
      Separation from Service occurs. The lump-sum payment due to the Executive as
      a
      result of a Change in Control shall be an amount equal to the Accrual Balance
      amount corresponding to the particular benefit when the Change in Control
      occurs.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    2.6 Contradiction
      Between the Agreement and Schedule A.
      If
      there is a contradiction between this Agreement and Schedule A attached hereto
      concerning the amount of a particular benefit due the Executive under sections
      2.1, 2.2, 2.3, or 2.4 hereof, the amount of the benefit determined under this
      Agreement shall control.

    


    2.7 Savings
      Clause Relating to Compliance with Code Section 409A.
      Despite
      any contrary provision of this Agreement, if when the Executive’s employment
      terminates the Executive is a specified employee, as defined in Code section
      409A, and if any payments under Article 2 of this Agreement will result in
      additional tax or interest to the Executive because of section 409A, the
      Executive shall not be entitled to the payments under Article 2 until the
      earliest of (x)
      the
      date that is at least six months after termination of the Executive’s employment
      for reasons other than the Executive’s death, (y)
      the
      date of the Executive’s death, or (z)
      any
      earlier date that does not result in additional tax or interest to the Executive
      under section 409A. If any provision of this Agreement would subject the
      Executive to additional tax or interest under section 409A, the Bank shall
      reform the provision. However, the Bank shall maintain to the maximum extent
      practicable the original intent of the applicable provision without subjecting
      the Executive to additional tax or interest, and the Bank shall not be required
      to incur any additional compensation expense as a result of the reformed
      provision.

    


    2.8 One
      Benefit Only.
      Despite
      anything to the contrary in this Agreement, the Executive and Beneficiary are
      entitled to one benefit only under this Agreement, which shall be determined
      by
      the first event to occur that is dealt with by this Agreement. Except as
      provided in section 2.5 or Article 3, subsequent occurrence of events dealt
      with
      by this Agreement shall not entitle the Executive or Beneficiary to other or
      additional benefits under this Agreement.

    


    Article
      3

    Death
      Benefits

    


    3.1 Death
      Before Separation from Service.
      Except
      as provided in section 5.2, if the Executive dies before Separation from
      Service, at the Executive’s death the Executive’s Beneficiary shall be entitled
      to (x)
      an
      amount in cash equal to the Accrual Balance existing at the Executive’s death,
      unless the Change-in-Control benefit shall have been paid to the Executive
      under
      section 2.4 or unless a Change-in-Control payout shall have occurred under
      section 2.5, and (y)
      the
      benefit described in the October 1, 2003 Endorsement Split Dollar Agreement
      attached to this Agreement as Addendum A. No benefit shall be paid under clause
      (x)
      if the
      Change-in-Control benefit shall have been paid to the Executive under section
      2.4 or if a Change-in-Control payout shall have occurred under section 2.5.
      If a
      benefit is payable to the Executive’s Beneficiary under clause (x),
      the
      benefit shall be paid in a single lump sum 90 days after the Executive’s death.
      However, no benefits under this Agreement or under the Endorsement Split Dollar
      Agreement shall be paid or payable to the Executive or the Executive’s
      Beneficiary if this Agreement is terminated under Article 5.

    


    3.2 Death
      after Separation from Service.
      If the
      Executive dies after Separation from Service and if Separation from Service
      was
      not a Termination for Cause, at the Executive’s death the Executive’s
      Beneficiary shall be entitled to (x)
      an
      amount in cash equal to the Accrual Balance existing at the Executive’s death,
      unless the Change-in-Control benefit shall have been paid to the Executive
      under
      section 2.4 or unless a Change-in-Control payout shall have occurred under
      section 2.5, and (y)
      the
      benefit described in the October 1, 2003 Endorsement Split Dollar Agreement
      attached to this Agreement as Addendum A. No benefit shall be paid under clause
      (x)
      if the
      Change-in-Control benefit shall have been paid to the Executive under section
      2.4 or if a Change-in-Control payout shall have occurred under section 2.5.
      If a
      benefit is payable to the Executive’s Beneficiary under clause (x),
      the
      benefit shall be paid in a single lump sum 90 days after the Executive’s death.
      However, no benefits under this Agreement or under the Endorsement Split Dollar
      Agreement shall be paid or payable to the Executive or the Executive’s
      Beneficiary if this Agreement is terminated under Article 5.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    Article
      4

    Beneficiaries

    


    4.1 Beneficiary
      Designations.
      The
      Executive shall have the right to designate at any time a Beneficiary to receive
      any benefits payable under this Agreement at the Executive’s death. The
      Beneficiary designated under this Agreement may be the same as or different
      from
      the beneficiary designation under any other benefit plan of the Bank in which
      the Executive participates.

    


    4.2 Beneficiary
      Designation: Change.
      The
      Executive shall designate a Beneficiary by completing and signing the
      Beneficiary Designation Form and delivering it to the Plan Administrator or
      its
      designated agent. The Executive’s Beneficiary designation shall be deemed
      automatically revoked if the Beneficiary predeceases the Executive or if the
      Executive names a spouse as Beneficiary and the marriage is subsequently
      dissolved. The Executive shall have the right to change a Beneficiary by
      completing, signing, and otherwise complying with the terms of the Beneficiary
      Designation Form and the Plan Administrator’s rules and procedures, as in effect
      from time to time. Upon the acceptance by the Plan Administrator of a new
      Beneficiary Designation Form, all Beneficiary designations previously filed
      shall be cancelled. The Plan Administrator shall be entitled to rely on the
      last
      Beneficiary Designation Form filed by the Executive and accepted by the Plan
      Administrator before the Executive’s death.

    


    4.3 Acknowledgment.
      No
      designation or change in designation of a Beneficiary shall be effective until
      received, accepted, and acknowledged in writing by the Plan Administrator or
      its
      designated agent.

    


    4.4 No
      Beneficiary Designation.
      If the
      Executive dies without a valid beneficiary designation, or if all designated
      Beneficiaries predecease the Executive, then the Executive’s spouse shall be the
      designated Beneficiary. If the Executive has no surviving spouse, the benefits
      shall be made to the personal representative of the Executive’s
      estate.

    


    4.5 Facility
      of Payment.
      If a
      benefit is payable to a minor, to a person declared incapacitated, or to a
      person incapable of handling the disposition of his or her property, the Bank
      may pay the benefit to the guardian, legal representative, or person having
      the
      care or custody of the minor, incapacitated person, or incapable person. The
      Bank may require proof of incapacity, minority, or guardianship as it may deem
      appropriate before distribution of the benefit. Distribution shall completely
      discharge the Bank from all liability for the benefit.

    


    Article
      5

    General
      Limitations

    


    5.1 Termination
      for Cause.
      Despite
      any contrary provision of this Agreement, the Bank shall not pay any benefit
      under this Agreement and this Agreement shall terminate if Separation from
      Service is a Termination for Cause. Likewise, the Beneficiary shall be entitled
      to no benefits under the Endorsement Split Dollar Agreement attached to this
      Agreement as Addendum A and the Endorsement Split Dollar Agreement also shall
      terminate if Separation from Service is a Termination for Cause.

    


    5.2 Misstatement.
      The
      Bank shall not pay any benefit under this Agreement and the Beneficiary shall
      be
      entitled to no benefits under the Endorsement Split Dollar Agreement attached
      as
      Addendum A if the Executive makes any material misstatement of fact on any
      application or resume provided to the Bank or on any application for benefits
      provided by the Bank.

    


    5.3 Removal.
      If the
      Executive is removed from office or permanently prohibited from participating
      in
      the Bank’s affairs by an order issued under section 8(e)(4) or (g)(1) of the
      Federal Deposit Insurance Act, 12 U.S.C. 1818(e)(4) or (g)(1), all obligations
      of the Bank under this Agreement shall terminate as of the effective date of
      the
      order and the Endorsement Split Dollar Agreement also shall terminate as of
      the
      effective date of the order.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    5.4 Default.
      Despite
      any contrary provision of this Agreement, if the Bank is in “default” or “in
      danger of default,” as those terms are defined in section 3(x) of the Federal
      Deposit Insurance Act, 12 U.S.C. 1813(x), all obligations under this Agreement
      shall terminate.

    


    5.5 FDIC
      Open-Bank Assistance.
      All
      obligations under this Agreement shall terminate, except to the extent
      determined that continuation of the contract is necessary for the continued
      operation of the Bank, when the Federal Deposit Insurance Corporation enters
      into an agreement to provide assistance to or on behalf of the Bank under the
      authority contained in Federal Deposit Insurance Act section 13(c). 12 U.S.C.
      1823(c). Rights of the parties that have already vested shall not be affected
      by
      such action, however.

     

    Article
      6

    Claims
      and Review Procedures

    


    6.1 Claims
      Procedure.
      A
      person or beneficiary (“claimant”) who has not received benefits under the
      Agreement that he or she believes should be paid shall make a claim for such
      benefits as follows –

    


    6.1.1 Initiation –
      written claim.
      The
      claimant initiates a claim by submitting to the Administrator a written claim
      for the benefits. If the claim relates to the contents of a notice received
      by
      the claimant, the claim must be made within 60 days after the notice was
      received by the claimant. All other claims must be made within 180 days after
      the date of the event that caused the claim to arise. The claim must state
      with
      particularity the determination desired by the claimant.

    


    6.1.2 Timing
      of Bank response.
      The
      Bank shall respond to the claimant within 90 days after receiving the claim.
      If
      the Bank determines that special circumstances require additional time for
      processing the claim, the Bank may extend the response period by an additional
      90 days by notifying the claimant in writing before the end of the initial
      90-day period that an additional period is required. The notice of extension
      must state the special circumstances and the date by which the Bank expects
      to
      render its decision.

    


    6.1.3 Notice
      of decision.
      If the
      Bank denies part or all of the claim, the Bank shall notify the claimant in
      writing of the denial. The Bank shall write the notification in a manner
      calculated to be understood by the claimant. The notification shall set forth
      –

    


    
      	 	
              6.1.3.1

            	 	
              the
                specific reasons for the denial,

            


    

    


    
      	 	
              6.1.3.2

            	 	
              a
                reference to the specific provisions of the Agreement on which the
                denial
                is based,

            


    

    


    
      	 	
              6.1.3.3

            	 	
              a
                description of any additional information or material necessary for
                the
                claimant to perfect the claim and an explanation of why it is
                needed,

            


    

    


    
      	 	
              6.1.3.4

            	 	
              an
                explanation of the Agreement’s review procedures and the time limits
                applicable to such procedures, and

            


    

    


    
      	 	
              6.1.3.5

            	 	
              a
                statement of the claimant’s right to bring a civil action under ERISA
                section 502(a) following an adverse benefit determination on
                review.

            


    

    


    6.2 Review
      Procedure.
      If the
      Bank denies part or all of the claim, the claimant shall have the opportunity
      for a full and fair review by the Bank of the denial, as follows -

    


    6.2.1 Initiation –
      written request.
      To
      initiate the review, within 60 days after receiving the Bank’s notice of denial
      the claimant must file with the Bank a written request for review.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    6.2.2 Additional
      submissions – information access.
      The
      claimant shall then have the opportunity to submit written comments, documents,
      records, and other information relating to the claim. Upon request and free
      of
      charge, the Bank shall also provide the claimant reasonable access to and copies
      of all documents, records, and other information relevant (as defined in
      applicable ERISA regulations) to the claimant’s claim for benefits.

    


    6.2.3 Considerations
      on review.
      In
      considering the review, the Bank shall take into account all materials and
      information the claimant submits relating to the claim, without regard to
      whether the information was submitted or considered in the initial benefit
      determination.

    


    6.2.4
       Timing
      of Bank response.
      The
      Bank shall respond in writing to the claimant within 60 days after receiving
      the
      request for review. If the Bank determines that special circumstances require
      additional time for processing the claim, the Bank may extend the response
      period by an additional 60 days by notifying the claimant in writing before
      the
      end of the initial 60-day period that an additional period is required. The
      notice of extension must state the special circumstances and the date by which
      the Bank expects to render its decision.

    


    6.2.5 Notice
      of decision.
      The
      Bank shall notify the claimant in writing of its decision on review. The Bank
      shall write the notification in a manner calculated to be understood by the
      claimant. The notification shall set forth –

    


    
      	 	
              6.2.5.1

            	 	
              the
                specific reason for the denial,

            


    

    


    
      	 	
              6.2.5.2

            	 	
              a
                reference to the specific provisions of the Agreement on which the
                denial
                is based,

            


    

    


    
      	 	
              6.2.5.3

            	 	
              a
                statement that the claimant is entitled to receive, upon request
                and free
                of charge, reasonable access to and copies of all documents, records,
                and
                other information relevant (as defined in applicable ERISA regulations)
                to
                the claimant’s claim for benefits,
                and

            


    

    


    
      	 	
              6.2.5.4

            	 	
              a
                statement of the claimant’s right to bring a civil action under ERISA
                section 502(a).

            


    

    


    Article
      7

    Miscellaneous

    


    7.1 Amendments
      and Termination.
      Subject
      to section 7.15 of this Agreement, this Agreement may be amended solely by
      a
      written agreement signed by the Bank and by the Executive, and except for
      termination occurring under Article 5 this Agreement may be terminated solely
      by
      a written agreement signed by the Bank and by the Executive.

    


    7.2 Binding
      Effect.
      This
      Agreement shall bind the Executive, the Bank and their beneficiaries, survivors,
      executors, successors, administrators, and transferees.

    


    7.3 No
      Guarantee of Employment.
      This
      Agreement is not an employment policy or contract. It does not give the
      Executive the right to remain an employee of the Bank nor does it interfere
      with
      the Bank’s right to discharge the Executive. It also does not require the
      Executive to remain an employee or interfere with the Executive’s right to
      terminate employment at any time.

    


    7.4 Non-Transferability.
      Benefits under this Agreement may not be sold, transferred, assigned, pledged,
      attached, or encumbered.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    7.5 Successors;
      Binding Agreement.
      By an
      assumption agreement in form and substance satisfactory to the Executive, the
      Bank shall require any successor (whether direct or indirect, by purchase,
      merger, consolidation, or otherwise) to all or substantially all of the business
      or assets of the Bank to expressly assume and agree to perform this Agreement
      in
      the same manner and to the same extent that the Bank would be required to
      perform this Agreement had no succession occurred.

    


    7.6 Tax
      Withholding.
      The
      Bank shall withhold any taxes that are required to be withheld from the benefits
      provided under this Agreement.

    


    7.7 Applicable
      Law.
      This
      Agreement and all rights hereunder shall be governed by the laws of the State
      of
      North Carolina, except to the extent preempted by the laws of the United States
      of America.

    


    7.8 Unfunded
      Arrangement.
      The
      Executive and Beneficiary are general unsecured creditors of the Bank for the
      payment of benefits under this Agreement. The benefits represent the mere
      promise by the Bank to pay benefits. Rights to benefits are not subject to
      anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
      attachment, or garnishment by creditors. Any insurance on the Executive’s life
      is a general asset of the Bank to which the Executive and Beneficiary have
      no
      preferred or secured claim.

    


    7.9 Entire
      Agreement.
      This
      Agreement and the October 1, 2003 Endorsement Split Dollar Agreement attached
      as
      Addendum A constitute the entire agreement between the Bank and the Executive
      concerning the subject matter. No rights are granted to the Executive under
      this
      Agreement other than those specifically set forth. This Agreement amends and
      restates in its entirety the October 1, 2003 Salary Continuation
      Agreement.

    


    7.10 Severability.
      If any
      provision of this Agreement is held invalid, such invalidity shall not affect
      any other provision of this Agreement not held invalid, and each such other
      provision shall continue in full force and effect to the full extent consistent
      with law. If any provision of this Agreement is held invalid in part, such
      invalidity shall not affect the remainder of the provision not held invalid,
      and
      the remainder of such provision together with all other provisions of this
      Agreement shall continue in full force and effect to the full extent consistent
      with law.

    


    7.11 Headings.
      Caption
      headings and subheadings herein are included solely for convenience of reference
      and shall not affect the meaning or interpretation of any provision of this
      Agreement.

    


    7.12 Notices.
      All
      notices, requests, demands, and other communications hereunder shall be in
      writing and shall be deemed to have been duly given if delivered by hand or
      mailed, certified or registered mail, return receipt requested, with postage
      prepaid, to the following addresses or to such other address as either party
      may
      designate by like notice. If to the Bank, notice shall be given to the board
      of
      directors, Crescent State Bank, 1005 High House Road, P.O. Box 5809, Cary,
      North
      Carolina 27513, or to such other or additional person or persons as the Bank
      shall designate to the Executive in writing. If to the Executive, notice shall
      be given to the Executive at the Executive’s address appearing on the Bank’s
      records or to such other or additional person or persons as the Executive shall
      designate to the Bank in writing.

    


    7.13 Payment
      of Legal Fees.
      The
      Bank is aware that after a Change in Control management of the Bank could cause
      or attempt to cause the Bank to refuse to comply with its obligations under
      this
      Agreement, or could institute or cause or attempt to cause the Bank to institute
      litigation seeking to have this Agreement declared unenforceable, or could
      take
      or attempt to take other action to deny Executive the benefits intended under
      this Agreement. In these circumstances the purpose of this Agreement would
      be
      frustrated. The Bank desires that the Executive not be required to incur
      expenses associated with the enforcement of rights under this Agreement, whether
      by litigation or other legal action, because the cost and expense thereof would
      substantially detract from the benefits intended to be granted to the Executive
      hereunder. The Bank desires that the Executive not be forced to negotiate
      settlement of rights under this Agreement under threat of incurring expenses.
      Accordingly, if after a Change in Control occurs it appears to the Executive
      that (x)
      the
      Bank has failed to comply with any of its obligations under this Agreement,
      or
      (y)
      the
      Bank or any other person has taken any action to declare this Agreement void
      or
      unenforceable, or instituted any litigation or other legal action designed
      to
      deny, diminish, or to recover from the Executive the benefits intended to be
      provided to the Executive hereunder, the Bank irrevocably authorizes the
      Executive from time to time to retain counsel of the Executive’s choice, at the
      Bank’s expense as provided in this section 7.13, to represent the Executive in
      the initiation or defense of any litigation or other legal action, whether
      by or
      against the Bank or any director, officer, stockholder, or other person
      affiliated with the Bank, in any jurisdiction. Despite any existing or previous
      attorney-client relationship between the Bank and any counsel chosen by the
      Executive under this section 7.13, the Bank irrevocably consents to the
      Executive entering into an attorney-client relationship with that counsel and
      the Bank and the Executive agree that a confidential relationship shall exist
      between the Executive and that counsel. The fees and expenses of counsel
      selected from time to time by the Executive as provided in this section shall
      be
      paid or reimbursed to the Executive by the Bank on a regular, periodic basis
      upon presentation by the Executive of a statement or statements prepared by
      counsel in accordance with counsel’s customary practices, up to a maximum
      aggregate amount of $250,000, whether suit be brought or not and regardless
      of
      whether incurred in trial, bankruptcy, or appellate proceedings. The Bank’s
      obligation to pay the Executive’s legal fees provided by this section 7.13
      operates separately from and in addition to any legal fee reimbursement
      obligation the Bank may have with the Executive under any separate employment,
      severance, or other agreement between the Executive and the Bank. Despite
      anything in this Agreement to the contrary however, the Bank shall not be
      required to pay or reimburse the Executive’s legal expenses if doing so would
      violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)]
      and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR
      359.3].

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    7.14 Internal
      Revenue Code Section 280G Gross Up.
      (a)
Additional
      payment to account for Excise Taxes.
      If as a
      result of a Change in Control the Executive becomes entitled to acceleration
      of
      benefits under this Agreement or under any other plan or agreement of or with
      the Bank or its affiliates (together, the “Total Benefits”), and if any of the
      Total Benefits will be subject to the Excise Tax as set forth in Code sections
      280G and 4999 (the “Excise Tax”), the Bank shall pay to the Executive the
      following additional amounts, consisting of (x)
      a
      payment equal to the Excise Tax payable by the Executive on the Total Benefits
      under Code section 4999 (the “Excise Tax Payment”), and (y)
      a
      payment equal to the amount necessary to provide the Excise Tax Payment net
      of
      all income, payroll and excise taxes. Together, the additional amounts described
      in clauses (x)
      and
      (y)
      are
      referred to in this Agreement as the “Gross-Up Payment Amount.”

    


    Calculating
      the Excise Tax.
      For
      purposes of determining whether any of the Total Benefits will be subject to
      the
      Excise Tax and for purposes of determining the amount of the Excise
      Tax,

    


    
      	 	
              1)

            	
              Determination
                of “parachute payments” subject to the Excise Tax:
                any other payments or benefits received or to be received by the
                Executive
                in connection with a Change in Control or the Executive’s Separation from
                Service (whether under the terms of this Agreement or any other agreement
                or any other benefit plan or arrangement with the Bank, any person
                whose
                actions result in a Change in Control, or any person affiliated with
                the
                Bank or such person) shall be treated as “parachute payments” within the
                meaning of Code section 280G(b)(2) and all “excess parachute payments”
                within the meaning of section 280G(b)(1) shall be treated as subject
                to
                the Excise Tax, unless in the opinion of the certified public accounting
                firm that is retained by the Bank as of the date immediately before
                the
                Change in Control (the “Accounting Firm”) such other payments or benefits
                do not constitute (in whole or in part) parachute payments, or such
                excess
                parachute payments represent (in whole or in part) reasonable compensation
                for services actually rendered within the meaning of Code section
                280G(b)(4) in excess of the base amount (as defined in Code section
                280G(b)(3)), or are otherwise not subject to the Excise
                Tax,

            


    

    


    
      	 	
              2)

            	
              Calculation
                of benefits subject to the Excise Tax:
                the amount of the Total Benefits that shall be treated as subject
                to the
                Excise Tax shall be equal to the lesser of (x)
                the total amount of the Total Benefits reduced by the amount of such
                Total
                Benefits that in the opinion of the Accounting Firm are not parachute
                payments, or (y)
                the amount of excess parachute payments within the meaning of section
                280G(b)(1) (after applying clause (1), above),
                and

            


    

    


    
      	 	
              3)

            	
              Value
                of noncash benefits and deferred payments:
                the value of any noncash benefits or any deferred payment or benefit
                shall
                be determined by the Accounting Firm in accordance with the principles
                of
                Code sections 280G(d)(3) and (4).

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    Assumed
      Marginal Income Tax Rate.
      For
      purposes of determining the amount of the Gross-Up Payment Amount, the Executive
      shall be deemed to pay federal income taxes at the highest marginal rate of
      federal income taxation in the calendar years in which the Gross-Up Payment
      Amount is to be made and state and local income taxes at the highest marginal
      rate of taxation in the state and locality of the Executive’s residence on the
      date of Separation from Service, net of the reduction in federal income taxes
      that can be obtained from deduction of state and local taxes (calculated by
      assuming that any reduction under Code section 68 in the amount of itemized
      deductions allowable to the Executive applies first to reduce the amount of
      state and local income taxes that would otherwise be deductible by the
      Executive, and applicable federal FICA and Medicare withholding
      taxes).

    


    Return
      of Reduced Excise Tax Payment or Payment of Additional Excise
      Tax.
      If the
      Excise Tax is later determined to be less than the amount taken into account
      hereunder when the Executive’s employment terminated, the Executive shall repay
      to the Bank - when the amount of the reduction in Excise Tax is finally
      determined - the portion of the Gross-Up Payment Amount attributable to the
      reduction (plus that portion of the Gross-Up Payment Amount attributable to
      the
      Excise Tax, federal, state and local income taxes and FICA and Medicare
      withholding taxes imposed on the Gross-Up Payment Amount being repaid by the
      Executive to the extent that the repayment results in a reduction in Excise
      Tax,
      FICA, and Medicare withholding taxes and/or a federal, state, or local income
      tax deduction).

    


    If
      the
      Excise Tax is later determined to be more than the amount taken into account
      hereunder when the Executive’s employment terminated (due, for example, to a
      payment whose existence or amount cannot be determined at the time of the
      Gross-Up Payment Amount), the Bank shall make an additional Gross-Up Payment
      Amount to the Executive for that excess (plus any interest, penalties, or
      additions payable by the Executive for the excess) when the amount of the excess
      is finally determined.

    


    (b) Responsibilities
      of the Accounting Firm and the Bank.
      Determinations
      Shall Be Made by the Accounting Firm.
      Subject
      to the provisions of section 7.14(a), all determinations required to be made
      under this section 7.14(b) - including whether and when a Gross-Up Payment
      Amount is required, the amount of the Gross-Up Payment Amount and the
      assumptions to be used to arrive at the determination (collectively, the
“Determination”) - shall be made by the Accounting Firm, which shall provide
      detailed supporting calculations both to the Bank and the Executive within
      15
      business days after receipt of notice from the Bank or the Executive that there
      has been a Gross-Up Payment Amount, or such earlier time as is requested by
      the
      Bank.

    


    Fees
      and Expenses of the Accounting Firm and Agreement with the Accounting
      Firm.
      All
      fees and expenses of the Accounting Firm shall be borne solely by the Bank.
      The
      Bank shall enter into any agreement requested by the Accounting Firm in
      connection with the performance of its services hereunder.

    


    Accounting
      Firm’s Opinion.
      If the
      Accounting Firm determines that no Excise Tax is payable by the Executive,
      the
      Accounting Firm shall furnish the Executive with a written opinion to that
      effect and to the effect that failure to report Excise Tax, if any, on the
      Executive’s applicable federal income tax return will not result in the
      imposition of a negligence or similar penalty.

    


    Accounting
      Firm’s Determination Is Binding; Underpayment and Overpayment.
      The
      Determination by the Accounting Firm shall be binding on the Bank and the
      Executive. Because of the uncertainty when the Determination is made whether
      any
      of the Total Benefits will be subject to the Excise Tax, it is possible that
      a
      Gross-Up Payment Amount that should have been made will not have been made
      by
      the Bank (“Underpayment”), or that a Gross-Up Payment Amount will be made that
      should not have been made by the Bank (“Overpayment”). If after a Determination
      by the Accounting Firm the Executive is required to make a payment of additional
      Excise Tax, the Accounting Firm shall determine the amount of the Underpayment.
      The Underpayment (together with interest at the rate provided in Code section
      1274(d)(2)(B) shall be paid promptly by the Bank to or for the benefit of the
      Executive. If the Gross-Up Payment Amount exceeds the amount necessary to
      reimburse the Executive for the Excise Tax according to section 7.14(a), the
      Accounting Firm shall determine the amount of the Overpayment. The Overpayment
      (together with interest at the rate provided in Code section 1274(d)(2)(B))
      shall be paid promptly by the Executive to or for the benefit of the Bank.
      Provided that the Executive’s expenses are reimbursed by the Bank, the Executive
      shall cooperate with any reasonable requests by the Bank in any contests or
      disputes with the Internal Revenue Service relating to the Excise
      Tax.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    Accounting
      Firm Conflict of Interest.
      If the
      Accounting Firm is serving as accountant or auditor for the individual, entity,
      or group effecting the Change in Control, the Executive may appoint another
      nationally recognized public accounting firm to make the Determinations required
      hereunder (in which case the term “Accounting Firm” as used in this Agreement
      shall be deemed to refer to the accounting firm appointed by the
      Executive).

    


    7.15 Termination
      or Modification of Agreement Because of Changes in Law, Rules or
      Regulations.
      The
      Bank is entering into this Agreement on the assumption that certain existing
      tax
      laws, rules, and regulations will continue in effect in their current form.
      If
      that assumption materially changes and the change has a material detrimental
      effect on this Agreement, then the Bank reserves the right to terminate or
      modify this Agreement accordingly, subject to the written consent of the
      Executive, which shall not be unreasonably withheld. This section 7.15 shall
      become null and void effective immediately if a Change in Control
      occurs.

    


    
      
        7.16
          Automatic
          Review Procedure.
          On the
          third year anniversary of the Effective Date and
          every
          third year thereafter the Bank will automatically review this Agreement
          for
          reasonableness of benefits with the intent that the Executive’s target benefit
          shall be 75% of compensation less the Bank-provided benefits. For purposes
          of
          this Agreement, Bank-provided benefits include but are not limited to
          (x)
          the
          Bank 401(k) match and (y)
          the
          Bank portion of Social Security benefits. As used in this section 7.16,
          the term
          compensation means the base annual salary of the Executive projected at
          the
          Executive’s Normal Retirement Age. Base Annual Salary means compensation of the
          type that would, according to the Securities and Exchange Commission’s
          Regulation S-K Item 402(c) (17 CFR 229.402(c)), be required to be reported
          as
          salary in that rule’s Summary Compensation Table. The term Base Annual Salary
          specifically excludes director fees and other director compensation, bonus,
          option grants, and any other compensation that would be reported in separate
          columns in the Summary Compensation Table, but it includes salary deferred
          at
          the election of the Executive.

      

    

    


    Article
      8

    Administration
      of Agreement

    


    8.1 Plan
      Administrator Duties.
      This
      Agreement shall be administered by a Plan Administrator consisting of the board
      or such committee or person(s) as the board shall appoint. The Executive may
      not
      be a member of the Plan Administrator. The Plan Administrator shall also have
      the discretion and authority to (x)
      make,
      amend, interpret, and enforce all appropriate rules and regulations for the
      administration of this Agreement and (y)
      decide
      or resolve any and all questions, including interpretations of this Agreement,
      as may arise in connection with the Agreement.

    


    8.2 Agents.
      In the
      administration of this Agreement, the Plan Administrator may employ agents
      and
      delegate to them such administrative duties as it sees fit (including acting
      through a duly appointed representative) and may from time to time consult
      with
      counsel, who may be counsel to the Bank.

    


    8.3 Binding
      Effect of Decisions.
      The
      decision or action of the Plan Administrator with respect to any question
      arising out of or in connection with the administration, interpretation, and
      application of the Agreement and the rules and regulations promulgated hereunder
      shall be final and conclusive and binding upon all persons having any interest
      in the Agreement. No Executive or Beneficiary shall be deemed to have any right,
      vested or nonvested, regarding the continued use of any previously adopted
      assumptions, including but not limited to the discount rate and calculation
      method described in section 1.1.

    


    8.4 Indemnity
      of Plan Administrator.
      The
      Bank shall indemnify and hold harmless the members of the Plan Administrator
      against any and all claims, losses, damages, expenses, or liabilities arising
      from any action or failure to act with respect to this Agreement, except in
      the
      case of willful misconduct by the Plan Administrator or any of its
      members.

    


    8.5 Bank
      Information.
      To
      enable the Plan Administrator to perform its functions, the Bank shall supply
      full and timely information to the Plan Administrator on all matters relating
      to
      the date and circumstances of the retirement, Disability, death, or Separation
      from Service of the Executive and such other pertinent information as the Plan
      Administrator may reasonably require.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    In
      Witness Whereof,
      the
      Executive and a duly authorized officer of the Bank have executed this Amended
      Salary Continuation Agreement as of the date first written above.

    

      
        	
                Executive:

              	 	
                Bank:

              
	 	 	
                Crescent
                  State Bank

              
	 	 	 
	
                   /s/
                  Michael G. Carlton

              	 	
                By:

              
	
                Michael
                  G. Carlton

              	 	 
	 	 	
                Its:

              
	 	 	 
	 	 	 
	 	 	
                And
                  By:

              
	 	 	 
	 	 	
                Its:

              


      

    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    Beneficiary
      Designation

    Crescent
      State Bank

    Amended
      Salary Continuation Agreement

    


    I,
      Michael G. Carlton, designate the following as beneficiary of any death benefits
      under this Amended Salary Continuation Agreement –

    


    
      Primary: 

      ________________________________________________________________________________________.

      


      Contingent:
        

      ________________________________________________________________________________________.



    Note:
      To name a trust as beneficiary, please provide the name of the trustee(s) and
      the exact name and date of the trust agreement.

    


    I
      understand that I may change these beneficiary designations by filing a new
      written designation with the Bank. I further understand that the designations
      will be automatically revoked if the beneficiary predeceases me, or if I have
      named my spouse as beneficiary and our marriage is subsequently
      dissolved.

    

      
        	 	
                Signature:

              	 	 
	 	
                Michael
                  G. Carlton

              	 	 
	 	 	 	 
	 	
                Date:

              	
                ____________________________________,
                  200

              	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	
                Accepted
                  by the Bank this ______ day of ____________________,
                  200

              
	 	 	 	 	 
	 	 	
                By:

              	 	 
	 	 	 	 	 
	 	 	
                Print
                  Name:

              	 	 
	 	 	 	 	 
	 	 	
                Title:

              	 	 


      

    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    Schedule
      A

    Crescent
      State Bank

    Amended
      Salary Continuation Agreement

    


    Michael
      G. Carlton

    

      
        	
                Plan

                Year

              	 	
                Plan Year

                ending

                December

                31,

              	 	
                Age

                at

                Plan

                Year

                end

              	 	
                Accrual

                Balance @

                6.25% (1)

              	 	
                Early

                Termination

                annual benefit

                payable at

                Normal

                Retirement Age

                (2)

              	 	
                Disability

                annual benefit

                payable at

                Normal

                Retirement Age

                (2)

              	 	
                Change-in

                Control benefit

                payable in a

                lump sum (3)

              	 
	
                4

              	 	
                2006

              	 	 	
                45

              	 	
                $

              	
                123,328

              	 	
                $

              	
                19,766

              	 	
                $

              	
                19,766

              	 	
                $

              	
                1,899,551

              	 
	
                5

              	 	
                2007

              	 	 	
                46

              	 	
                $

              	
                222,894

              	 	
                $

              	
                33,564

              	 	
                $

              	
                33,564

              	 	
                $

              	
                1,899,551

              	 
	
                6

              	 	
                2008

              	 	 	
                47

              	 	
                $

              	
                328,864

              	 	
                $

              	
                46,529

              	 	
                $

              	
                46,529

              	 	
                $

              	
                1,899,551

              	 
	
                7

              	 	
                2009

              	 	 	
                48

              	 	
                $

              	
                441,651

              	 	
                $

              	
                58,710

              	 	
                $

              	
                58,710

              	 	
                $

              	
                1,899,551

              	 
	
                8

              	 	
                2010

              	 	 	
                49

              	 	
                $

              	
                561,692

              	 	
                $

              	
                70,155

              	 	
                $

              	
                70,155

              	 	
                $

              	
                1,899,551

              	 
	
                9

              	 	
                2011

              	 	 	
                50

              	 	
                $

              	
                689,454

              	 	
                $

              	
                80,909

              	 	
                $

              	
                80,909

              	 	
                $

              	
                1,899,551

              	 
	
                10

              	 	
                2012

              	 	 	
                51

              	 	
                $

              	
                825,434

              	 	
                $

              	
                91,012

              	 	
                $

              	
                91,012

              	 	
                $

              	
                1,899,551

              	 
	
                11

              	
                 

              	
                2013

              	 	 	
                52

              	 	
                $

              	
                970,161

              	 	
                $

              	
                100,505

              	 	
                $

              	
                100,505

              	 	
                $

              	
                1,899,551

              	 
	
                12

              	 	
                2014

              	 	 	
                53

              	 	
                $

              	
                1,124,197

              	 	
                $

              	
                109,424

              	 	
                $

              	
                109,424

              	 	
                $

              	
                1,899,551

              	 
	
                13

              	 	
                2015

              	 	 	
                54

              	 	
                $

              	
                1,288,141

              	 	
                $

              	
                117,804

              	 	
                $

              	
                117,804

              	 	
                $

              	
                1,899,551

              	 
	
                14

              	 	
                2016

              	 	 	
                55

              	 	
                $

              	
                1,462,630

              	 	
                $

              	
                125,678

              	 	
                $

              	
                125,678

              	 	
                $

              	
                1,899,551

              	 
	
                15

              	
                 

              	
                2017

              	 	 	
                56

              	 	
                $

              	
                1,648,342

              	 	
                $

              	
                133,076

              	 	
                $

              	
                133,076

              	 	
                $

              	
                1,899,551

              	 
	
                16

              	
                 

              	
                2018

              	 	 	
                57

              	 	
                $

              	
                1,846,000

              	 	
                $

              	
                140,027

              	 	
                $

              	
                140,027

              	 	
                $

              	
                1,899,551

              	 
	
                17

              	 	
                2019

              	 	 	
                58

              	 	
                $

              	
                2,056,371

              	 	
                $

              	
                146,557

              	 	
                $

              	
                146,557

              	 	
                $

              	
                2,056,371

              	 
	
                18

              	 	
                2020

              	 	 	
                59

              	 	
                $

              	
                2,280,274

              	 	
                $

              	
                152,693

              	 	
                $

              	
                152,693

              	 	
                $

              	
                2,280,274

              	 
	
                 

              	 	
                July
                  2021

              	 	 	
                60

              	 	
                $

              	
                2,417,476
                  

              	
                (4) 

              	
                $

              	
                156,100

              	 	
                $

              	
                156,100

              	 	 	 	 


      

    

     

    (1)
       Calculations
      are approximations. Benefit calculations are based on prior year-end accrual
      balances for illustrative purposes. The accrual balance reflects payment at
      the
      beginning of each month during retirement. For purposes of this illustration,
      the accrual balance figures do not take account of the six-month delay under
      Internal Revenue Code section 409A and section 2.1 of the Amended Salary
      Continuation Agreement between the Normal Retirement Date and the date when
      benefits under section 2.1 commence.

     

    (2)
       The
      Early
      Termination and Disability benefits are calculated as the annual amount that
      fully amortizes the Accrual Balance existing at the end of the month immediately
      before the month in which Separation from Service occurs, amortizing that
      Accrual Balance over the period beginning with the Executive’s Normal Retirement
      Age and taking into account interest at the discount rate or rates established
      by the Plan Administrator. Using a standard discount rate (6.25%), Early
      Termination and Disability benefits are shown for illustrative purposes only.
      The Early Termination and Disability benefits shown assume the Executive’s
      Separation from Service occurs more than six months before the Executive’s
      Normal Retirement Age and that the Early Termination benefit and the Disability
      benefit therefore become payable beginning in the month after the Executive
      attains the Normal Retirement Age. Under sections 2.2.1 and 2.3.1 of the Amended
      Salary Continuation Agreement, the Early Termination and Disability benefit
      amounts increase annually by 3% to offset inflation, beginning one year after
      payment of the Early Termination or Disability benefit commences.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (3) The
      change-in-control benefit under section 2.4 of the Salary Continuation Agreement
      is the greater of (x)
      $1,899,551 or (y)
      the
      accrual balance when the Change in Control occurs, in either case without
      reduction for the time value of money or other discount.

     

    (4) Projected
      retirement occurs on July 31, 2021, with the first monthly normal retirement
      benefit payment on the first day of the seventh month after retirement, or
      February 1, 2022. For purposes of this illustration, the accrual balance figure
      as of July 2021 does not take account of the six-month delay under Internal
      Revenue Code section 409A and section 2.1 of the Amended Salary Continuation
      Agreement between the Normal Retirement Date and the date when benefits under
      section 2.1 commence.

    


    If
      there
      is a contradiction between the terms of the Agreement and Schedule A concerning
      the amount of a particular benefit due the Executive under sections 2.1, 2.2,
      2.3, or 2.4 of the Agreement, the amount of the benefit determined under the
      Agreement shall control.

     

    
      
        
        

      

      
        16