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                                                                    EXHIBIT 10.1


                                   CORUS BANK

                 COMMISSION PROGRAM FOR COMMERCIAL LOAN OFFICERS


1.  INTRODUCTION

         In 1993 Corus implemented the first version of this Commission Program.
While it has evolved and changed in some very significant ways, the basic
structure and intent of the program has survived intact, and has served both
Corus and the participating officers well. The Commission Program is designed to
share loan profits with the officers to the extent those profits exceed what the
company could earn by investing its deposits in some other manner (the Bank's
"Opportunity Cost" - see section 6 for further details on the Opportunity Cost).
We call this sharing in "Incremental Profit." Incremental Profit consists of
interest and fee income, minus the Opportunity Cost, minus the department's
overhead. Furthermore, just as officers share in Incremental Profit, they must
also bear that same share of any losses. These concepts are developed more fully
in the following pages.

         The Commission Program has been crafted to reward officers in such a
way that their goals coincide as closely as possible with those of the company.
Officers will benefit from generating as many loans as possible, with rates and
fees as high as possible, from keeping the loans on the books as long as
possible, and from avoiding losses. A substantial amount of the commission will
be held back in a deferral account, so that officers, like the Bank, will have
something to lose if their loans are not fully repaid. Also, officers who are
particularly successful in developing a large portfolio of high-quality,
high-yielding loans, will be walking away from a stable source of potential
commission income should they ever choose to leave the company even though
certain deferred amounts might be paid out subsequently.

         THIS PROGRAM IS IN PART AN UNFUNDED DEFERRED COMPENSATION ARRANGEMENT
INTENDED TO COMPLY WITH PRINCIPLES SET FORTH IN SECTION 451 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED, AND REGULATIONS THEREUNDER, AND UNDER
APPLICABLE LAW. AS SUCH, NO PROVISION IN THIS PROGRAM WILL BE CONSTRUED TO
REQUIRE EITHER DIRECTLY OR INDIRECTLY, THE COMPANY TO RESERVE, OR OTHERWISE SET
ASIDE, FUNDS FOR THE PAYMENT OF COMMISSIONS DEFERRED HEREUNDER.

         This Commission Program will undoubtedly continue to evolve with each
passing year, as we encounter new situations, and as business conditions change.
Modifications will continue to be made, and Corus is entitled to make any that
it deems appropriate, in its sole discretion. Management will attempt to
minimize the frequency of such changes, and will also try to explain the
rationale behind any changes fully, but the program may be changed at any time.
Your comments, cooperation and patience will


* Confidential materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks indicate omissions.

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be appreciated. Please direct comments or questions to either Michael Stein or
Robert Glickman. References below to management include both Mr. Stein and Mr.
Glickman, both of whom will answer questions and field comments. As CEO, Mr.
Glickman will act as the final arbiter for difficult decisions.

2.  COMMISSION CALCULATION SHEET

         The Commission Program requires us to track all loans originated or
renewed since the program began which are still on the books. We must maintain
information on the loan amount, terms, officer(s) involved, and how the
commission associated with the loan is to be allocated. We must also calculate
the actual commission amount for individual loans based on the rest of the
information contained in the database. The spreadsheet in which we maintain this
database is called the Commission Calculation Sheet ("CCS"). On separate
spreadsheets, management tracks the advance against commission percentage (see
below), actual commissions paid, holdback amounts, and other related
information. However, the CCS is the primary spreadsheet in which most of the
critical information is stored.


3.  WHICH LOANS WILL BE INCLUDED IN THE PROGRAM?

         This program was designed for loans secured by commercial real estate
projects; however, management in its sole discretion will consider including
commercial loans secured by other collateral on a case-by-case basis. Effective
11/1/00, mezzanine loans, which are characterized by higher levels of risk and
commensurately higher interest rates, will also be included but in a slightly
different manner than other loans, as described below. Prior to 11/1/00,
mezzanine loans were treated in a radically different manner than other loans.
The CCS tracks those loans and treats them accordingly.

         If a loan qualifies for the Commission Program, it will be entered on
the CCS. Due to the burden of tracking loans and calculating the commissions,
the program will only include loans that generate commissions of $500 or more
per year.

                         [                           ]*

         The Commission Program uses a 12-month period ending October 31st of
each year. This cut-off date is being used so that all calculations can be made
and verified and the commission amount calculated by year-end. Therefore, an
officer's year-end commission amount will be based on loan activity for the 12
months ending on 10/31 of that same year. Please note that commissions are
considered to be compensation for calendar years ending December 31, and the
October 31 date is not in any way a date upon which commissions become payable
by the company or formally earned by officers. The current year's Commissions
are not earned until actually paid by the Bank. Also, while it may be tempting
to push closings up into October in order to include them in a given commission
year, officers are expected to act responsibly and in the company's best
interests in this regard. Documentation compromises or other actions that impact
a credit must not be made in order to speed up a closing.




* Confidential materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks indicate omissions.

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         Whether or not a transaction qualifies for inclusion on the Commission
Calculation Sheet normally will be quite clear; however, sometimes it will
require interpretation. It is recommended that management approve any ambiguous
situations as early as possible in the process to avoid any hard feelings.

4.  COMMISSION FACTOR

         The Commission Factor is the percentage of the Incremental Profit
associated with the loan that will be shared with the relevant officer(s). Prior
to 1/1/2000 the Commission Factor varied based on the number of loans a customer
took from the Bank. Those Commission Factors will remain in effect through the
life of those loans, subject to the Annual Alteration noted below. [          ]*

        All Commission Factors, [          ]*, as well as any factor left over
from prior to 1/1/2000, are subject to an Annual Alteration. In order to
describe the Annual Alteration, some terminology must be defined. "Unadjusted
Gross Commissions" is the aggregate Gross Commissions payable to all officers
who are in the Commission Program for that year prior to considering the Annual
Alteration. [           ]* The Annual Alteration will be a reduction in every
Commission Factor which shall be calculated by multiplying each Commission
Factor by the following formula (if the formula results in a number greater than
1.0 there will be no Annual Alteration for the year in question):

                                [             ]*

The Annual Alteration will reduce the Commission Factor for all loans for a
given year, but the original, unaltered Commission Factor will still be the
starting point for the next year's Annual Alteration, if any. That is, the
Annual Alteration in a given year does not carry forward.

         When we renew or extend a loan that was originated prior to 1/1/2000,
the Commission Factor (and the Officer's share of losses) [          ]* based on
the guidelines in this section (as always, subject to the Annual Alteration).
However, if the renewal in question is deemed by management to be a non-market
renewal (i.e. that it is being offered as some sort of workout, and consists of
terms that are not representative of what could be achieved by the borrower on
the open market), then the Commission Factor (and the Officer's share of losses)
will remain at the Commission Factor associated with the loan in question prior
to renewal.

         Regarding mezzanine loans, it is usually quite clear if a loan should
be considered a Mezzanine Loan, based on pricing and risk considerations.
However, it will on occasion be unclear. Furthermore, sometimes a higher risk
Mezzanine Loan is embedded into a larger first mortgage. For example, if the
bank normally would advance 65% of project cost at L + 2.75% and a 1.00% fee, we
might offer a 70% loan at L + 3.00% and a 1.50% fee. The resulting larger loan
would have an embedded first mortgage equal to 65% of project cost, and an
Embedded Mezzanine Loan equal to 5%



* Confidential materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks indicate omissions.

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of project cost. Some of the interest income (0.25%) and fee income (0.50%) on
the first mortgage would be attributable to the mezzanine loan, which would
increase the yield on the mezzanine loan.

         Management reserves the right, in its sole and absolute discretion, to
determine if a loan should be considered a mezzanine loan, or to determine if a
loan has within it an embedded mezzanine loan. In the latter case, the loan
would be entered on the CCS as two separate loans, and manual adjustments would
be necessary on an ongoing basis to be sure that the CCS reflects the economics
of the situation accurately.

         Regarding loan participations, generally it is clear if the Bank is a
lead lender or not. However, on occasion the situation can get more murky, and
an officer might end up playing a more significant role in the transaction than
is normally expected of participants. Management will consider adjusting the
Commission Factor up somewhat from the [           ]* level for such exceptional
situations, but reserves the right to make that judgment in its sole and
absolute discretion.

         The Commission Factor will be determined at the time a loan is
approved, when the considerations involved are all fresh in everybody's mind.

5.  TEAM EFFORTS - ALLOCATING THE COMMISSION

         The program is intended to provide commissions to each officer based
solely on account of income generated by the individual performance of the
officer. In some instances, more than one officer may deserve credit for
bringing in a new loan, or for doing a material amount of the work associated
with underwriting the loan. In that event, the applicable commission should be
divided among the relevant officers so that the relative amounts allocated to
each officer approximate as closely as possible the relative amount of income
generated by the individual performance of each officer. In general, where a
commission is attributable to the efforts of more than one officer, the officers
are expected to work out the allocation of the commission among themselves.

         When this program was first originated many feared that this could
become a source of friction among officers. It is good to be able to report that
there has been very little conflict of this nature. Still, it is important that
we remain aware of the potential for hard feelings, and act fairly and quickly
to resolve problems. Please consult Michael Stein or Robert Glickman for advice
in dividing commissions. Robert Glickman has the authority to reallocate
commissions between officers when he deems it appropriate to more closely track
the individual efforts of the officers.

         All officers who will receive an allocation of a commission should sign
the Loan Approval Sheet, so that the Officer's loan approval and recommendation
of the loan is documented. No individual needs to sign the approval sheet on
behalf of either Senior Management allocations (see below) or allocations to
"Other."



* Confidential materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks indicate omissions.

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6.  COMPONENT PARTS OF THE COMMISSION CALCULATION SHEET

         Basically, the commission for a loan is equal to: [                 ]*

         This is a broad conceptual framework, and the Commission Program and
the Commission Calculation Sheets incorporate these concepts, sometimes in a
very precise manner, and sometimes more roughly. In this section we will discuss
how Income, Servicing Cost, and Opportunity Cost are incorporated in the CCS.
For a complete understanding of the CCS, officers should study the CCS itself,
and this overview is only a general summary.

         INCOME. Income for a given year in the Commission Program consists of
interest income and fee income generated in that year on a cash basis. Fee
income includes origination fees, exit fees, and fixed percentage prepayment
charges. Yield maintenance prepayment charges are included in a limited manner
(see Section 11 below) and default interest and late payment charges are not
included in the program at all. Income from foreclosed real estate and gains on
sales of real estate will not be included as Income (in any event, as noted
below, commission accruals for a loan will cease once a loan is classified as a
non-accrual asset).

         Earned fees for loans that do not close, and fees generated by loans in
which the Bank acted as an intermediary are both included in the program, and
considered as if they were profits associated with a regular loan. Letter of
credit fees will also be included, as would any loans resulting from draws on
letters of credit. If the Bank ever experiences a loss in connection with a loan
in which it was an intermediary, or in connection with a letter of credit,
officers should expect to share in losses (see below) just as if these were
regular loans.

         Expenses incurred for loans that do not close, and further assuming
that the expenses were not reimbursed by the customer, may at the Bank's sole
discretion, be charged to the officer as well, in which case the officer would
bear a portion of the costs equal to the Commission Factor which would have been
used had the loan closed. Officers need not expect to pay for business
development costs and site inspections (provided reasonable care is taken to
avoid unnecessary and unduly expensive travel), but should be careful about
incurring legal fees and other third-party report costs such as appraisals
without getting a deposit of some sort from the customer.

         Most of the Bank's loans have variable interest rates. In the CCS, the
interest rate must be expressed as a spread over one of several indices:
Treasuries, Prime, or Libor. For variable rate loans, at the end of each
commission year, the Bank analyzes the actual spread between 3-month Treasuries
and the various indices used in our loans, and the CCS is adjusted to reflect
the actual spreads observed over the prior year.

         For fixed rate loans, all of which are Treasury-based, the CCS uses the
spread to comparable maturity Treasuries as of the date that the rate is locked
(this is usually



* Confidential materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks indicate omissions.


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either the date of commitment or the date of closing). The benefits and costs of
interest rate fluctuations after locking are enjoyed or borne, as the case may
be, by the bank. Furthermore, the bank will usually swap fixed rate loans into
floating rate loans. However, whether we swap or not, or how successful the swap
is, is not considered in the Commission Program.

         Also, some loans involve one or more changes in rate basis or spread
the middle of the term (e.g. from Libor + 3.00% to Libor + 2.75% or to Treasury
+3.25%). In such cases, the loan will be treated as if it paid off at the time
the rate basis is altered, and as if a new loan was originated with the new
rate. A loan with an interest rate floor (e.g. Libor + 3.25% with a floor of
6.50%) might function as if it was a loan with a constantly changing spread. In
this case, the Bank will make a customized, weighted average calculation of the
spread which takes into account both the actual spread and the actual principal
balance, and gives more weight to the spreads which applied to higher balance
periods than to the spreads which applied to lower balance periods.

         The CCS assumes that interest accrues on an Actual/360 basis. If a loan
is negotiated otherwise, the "spread" column or input on the Commission
Calculation Sheet should be reduced to reflect the change

         OPPORTUNITY COST. We have assumed from the outset of the commission
program that some sort of low-overhead investment alternative would be available
to us, but at a lower overall yield than that offered by commercial real estate
loans. We believe the company could purchase investment grade mortgage backed
securities with virtually no overhead expense, and with no regulatory
limitations. In that case, much of the capital allocated to commercial real
estate could be reallocated to other investments as well.

         [                        ]*

         SERVICING COST. There are economies of scale in servicing larger
loans. Management has made a rough estimate of servicing cost for loans of
various sizes. See the table in the Commission Calculation Sheet.

         Also, it will be assumed that the servicing cost for Construction Loans
will be double whatever the normal servicing cost would have been. The
Commission Calculation Sheet automatically calculates this extra cost. However,
in the input section of the Commission Calculation Sheet officers must indicate
that the loan is a construction loan in the appropriate column.

7.  CESSATION OF COMMISSION

         So long as the full base rate of interest is actually collected from
the borrower, or is drawn upon from an interest reserve, commissions will accrue
for the loan in question. Whether or not the loan is categorized as non-accrual,
and regardless of the loan's internal numeric or alpha rating, a commission will
accrue so long as interest is actually collected. Default interest in excess of
the base rate and late charges will not




* Confidential materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks indicate omissions.

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count towards a commission. No commission will be paid for any period during
which the Bank owns an asset, and no commission will be paid pertaining to any
gain on sale of any asset. See below for more details on how foreclosure and
carry costs can impact an officer.

8.  SHARING IN LOAN LOSSES

         Officers will share in losses incurred in any loan in their portfolio.
Through 10/31/98, each officer built up a loan loss reserve equal to [        ]*
Losses incurred in the officer's portfolio will first be subtracted from the
reserve dollar-for-dollar. That is, a $100,000 loss will cause a $100,000
deduction from the loan loss reserve, regardless of what the Commission Factor
was. However, if an officer only had 50% of the bonus for a loan, his or her
loan loss reserve will only be debited for 50% of the loss.

         In a loss situation, it is quite possible that an officer's loan loss
reserve will not be large enough to absorb the loss. The loss in excess of the
reserve is the Excess Loss, and the Excess Loss times the Commission Factor for
the loan in question can be called the Officer's Loss.

         Since the Commission Factor can vary from year to year due to the
Annual Alteration (see above), for loss purposes the Commission Factor will be
the weighted average of commission factors over the life of the loan. The
weighted average will be based on commissions actually paid as opposed to
average daily balance or some other such measure. [              ]*

         [              ]* The $100,000 loan loss reserve would be wiped out,
and the remaining $100,000 loss would be the Excess Loss. The Officer's Loss
would be $15,000, to be withheld from other sources of pay as noted below. If
the loan in question was only 50% in that officer's portfolio, then he or she
would only have to support $100,000 of the $200,000 loss, and in the example
above the officer's loan loss reserve would cover that entire amount, so that
nothing would be withheld from any other source.

         The Officer's Loss will be deducted from the officer's cash commission
amount for that year. If the current year's cash commission is insufficient to
cover the Officer's Loss, the bank will then offset the Officer's Loss against
any Deferred Commission (see below). The bank will offset first against that
portion of the Deferred Commission that is closest to being released. If the
officer's Deferred Commission were entirely depleted, future commissions would
be the Bank's last source of recovery. Officers will not be expected to come
out-of-pocket to pay anything to the company.

         Loan losses for purposes of this Commission Program will be determined
at the time the asset securing the loan is sold by the bank. Neither the date of
foreclosure nor the dates of any interim charge-offs are relevant for loss
calculation purposes. Loan losses include: (1) Principal Loss; (2) Foreclosure
and Out-of-Pocket Carry Costs minus any net income generated by the project (it
is quite conceivable that an asset could




* Confidential materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks indicate omissions.

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generate more income than the associated expenses, which would reduce the amount
of the loss); and (3) an estimated cost of carrying the asset in question, which
is based upon the Bank's Opportunity Cost.

         PRINCIPAL LOSS. This is the easiest item to define. It will be the
original balance of the loan minus the Disposition Price of the asset. The
Disposition Price is equal to actual cash to the company, net of any closing
costs. If the disposition price of the asset is greater than the original loan
amount, there might still be a loss due to carry costs and opportunity costs,
but the excess amount in question would reduce the loss. If the Bank advances a
loan to finance the purchase of a Bank-owned asset, for purposes of determining
the Disposition Price that loan will be considered cash to the Bank. However,
that loan will be included in this Commission Program for both profit and loss
potential, and the Bank may, in its sole and absolute discretion, consider such
a loan to be a non-performing asset for its entire life, regardless of actual
payment history, for purposes of determining if commissions should be paid out
or held back (see below).

         FORECLOSURE, OUT-OF-POCKET COSTS, AND CARRY COSTS MINUS ANY NET INCOME.
These items are relatively straightforward. The cost of enforcing a guaranty,
and any amount collected under a guaranty would be counted in this category.
Amounts in this category will be tallied annually. Interest will accrue and
compound annually on such amounts until final disposition of the asset. The
interest rates used will be the same as noted below under Carry Costs.

         CARRY COSTS. All Carry Costs will be calculated assuming a principal
balance equal to 85% of the Disposition Price of an asset, which can also be
called the Notional Amount.
         Officers do not share in any gain on sale of a foreclosed asset, so it
is also reasonable to limit the officer's exposure to Carry Costs when asset
values recover to high levels. Therefore, the Notional Amount is subject to a
ceiling equal to the original loan amount.

         Losses for Commission Program purposes will include interest on the
Notional Amount at the Fed Funds rate (using the average Fed Funds rate for each
quarter throughout the period in question, compounded quarterly) from the date
interest was no longer paid on the loan through the date the Bank takes
ownership of the asset. Thereafter, the Notional Amount will accrue interest at
the cap rate specified for the asset in question (compounded annually) in an
appraisal done at or near the time of foreclosure. Many appraisals include a
discount rate, used to discount estimated future cash flows, and a cap rate,
used to determine the disposition value of an asset at some future point when it
is stabilized. The latter value is the cap rate which would be used for purposes
of this section.

         The Bank's Carry Costs on the non-performing asset can accumulate
rapidly, and can easily exceed the principal loss of a bad loan. Be careful with
your loans! Officers should be aware that one major problem loan could
conceivably wipe out the commission earned on many healthy loans. Management, in
its sole discretion, will calculate loan losses for commission purposes.


* Confidential materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks indicate omissions.

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9.  FREEZING COMMISSION PAYMENTS AND HOLDBACK RELEASES

         Prior to any commission payment, whether it is the release of a prior
year's holdback or payment in part of the current year's commission, the Bank
will calculate an officer's Loss Potential, as defined below. If, after any
commission payment, an officer's holdback (based on then-current Corus stock and
S&P 500 values) is less than the officer's Loss Potential, then such commission
payment may be withheld by the Bank, and rather than paying it out it will be
added to the officer's holdback. Once a commission payment is so withheld, no
subsequent consideration to releasing it will be made until the next year's
commission payment or holdback release is due. An officer's Loss Potential will
be calculated as follows:

         (a)  [                    ]*
         (b)  [                    ]*
         (c)  [                    ]*

         If an amount which would have been paid or released is held back due to
this calculation, the officer may elect to have such funds treated pursuant to
any of the three options described below for Deferral of Commission (but for a
period of one year, rather than [             ]*, and subject to review one year
later, when it will be either released or deferred an additional year).

10.  CHANGES RETROACTIVE

         All policies described in this document apply to all loans, unless
specifically stated otherwise, regardless of when the loans were originated, or
when the policy was adopted.

11.  BASE PAY AND DRAW AGAINST COMMISSION

         The CCS calculates what could be called the Gross Commission.
[        ]* This advance is netted out of the gross commission at year-end, and
the resulting net commission is the amount that will be paid, part in cash and
part via deferral (see below).

         The precise calculation of the advance is a function of how efficiently
the department is operating. The idea is that the bank and officer are splitting
profits, and the bank should recoup the costs of running the department before
the profit split is calculated. Costs are recouped in part from the servicing
factor (see above) and in part from the draw against commission. Ideally, the
sum of: (a) the dollar impact of the servicing factor, plus (b) the draw against
commission divided by the weighted average Commission Factor, should equal the
department's overhead. Please see management if you are interested in a more
detailed explanation.

         [                        ]*




* Confidential materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks indicate omissions.

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12. PREPAYMENT CHARGES

         Officers will share in prepayment charges according to the following
guidelines:

         1)  If the prepayment charge formula is the Bank's standard yield
             maintenance charge with a replacement rate of Treasury + 0.0%, then
             the additional commission amount due to the prepayment charge will
             be the present value of all future commission amounts associated
             with the loan, assuming the loan had paid off at its stated
             maturity, discounted at the Replacement Rate used in the prepayment
             charge calculation;

         2)  If the prepayment charge formula is the Bank's standard yield plus
             a spread of some sort, then the additional commission amount due to
             the prepayment charge will be the amount calculated in (1) above,
             multiplied by the following ratio: (loan spread to Treasuries -
             replacement rate spread)/loan spread. This means that the
             prepayment charge will be reduced by the same proportion as the
             replacement spread reduced the loan spread. For example, if the
             loan spread was 3.0%, and the replacement rate spread was 1.0%,
             only 2/3 of the full spread flowed through to the prepayment charge
             calculation. Therefore, only 2/3 of the commission amount according
             to (1) above would be earned;

         3)  Starting in the commission year beginning on 11/1/01, if the
             prepayment charge formula is a flat percentage, then prepayment
             charge will be treated as a loan fee, and added to loan
             profitability for the year in question.

13. DEFERRAL OF COMMISSION

         Commissions will be paid out in a deferred manner, such that
commissions earned in any given year will be deferred in part according to the
rules contained in this section and will stay at risk of loss for [          ]*
(the "Deferral Period"). The intent of this deferral is to more closely align
officers' interests with those of the Bank. Officers will experience first hand
the sense that profits from many previous years can be eroded by bad loan
decisions which take time to surface. The following deferral rules apply:

         A) [                   ]*

         B)    Provided that a portion of a Deferred Commission is available for
               disbursement pursuant to clause C (below), such Deferred
               Commission will be paid at the end of its Deferral Period in one
               of three forms, at the officer's option:

               1) Cash. A cash payment calculated as follows:

         Deferred Amount * ((1 + 60% of [  ]* Treasury)/\ [  ]*) = Amount Paid



* Confidential materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks indicate omissions.

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                           The [ ]* Treasury will be the average [ ]* Treasury
                           rate during the month of December for the year the
                           commission was earned.

         2) Corus Stock. A number of shares of company stock, calculated by
            dividing: (a) the Deferred Commission amount in question, by (b) the
            company's average share price over the 60 trading days immediately
            preceding December 15th of the year the Deferred Commission was
            granted. In addition, a cash payment equal to any dividends said
            shares would have paid during the deferred period will be paid to
            the officer annually. Such payment will cease if and when the
            Deferred Commission associated with such shares is needed to cover
            an officer's loan losses.

            The company reserves the right, but is not obligated, to pay some or
            all of this amount in cash, rather than shares, in which case the
            cash payment will be based on the share price at the close of
            business on the last business day before the commission is paid to
            the officer. In particular, among other possible reasons, if the
            company is obligated to withhold taxes for an officer, it might
            avail itself of this right to pay some portion of the payment in
            cash instead of shares, and it might then withhold the cash in
            payment of federal or state taxes.

         3) S&P 500 calculated in the following manner:

                    Principal Amount = dollar amount subject to
                    this calculation (100% of total Deferred
                    Commission for the year in question)

                    S&P 500 Index as of date of original deferral = Orig S&P

                    S&P 500 Index as of date of release = Ending S&P
                    (Ending S&P minus Orig S&P)/Orig S&P = S&P Return

                    S&P Return * .75 * Principal Amt + Principal Amt = Release

            Officers must choose the form of payment they desire before the end
            of the year in which the Deferred Commission was earned, and may not
            be altered over the course of the Deferral Period. Officers can
            choose to have a portion of their Deferred Commission for any one
            year paid in each of the three methods above (that is, some of a
            given year's commission could be tied to cash, some could be tied to
            Corus Bankshares stock, and some could be tied to the S&P 500).

         C) The Deferred Commission, in whatever form the officer chooses to
            take it, would be subject to a potential loss, under certain
            circumstances, as noted


* Confidential materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks indicate omissions.

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            above in the "Sharing of Loan Losses" - Section 8 above. Amounts to
            be deducted from the accumulated Deferred Commission would be
            deducted from the then-current value of the deferred amounts at the
            time the loss occurs, and such deduction would carry forward through
            any subsequent indexing.

         D) If an officer is no longer employed by the Bank and has Deferred
            Commission amounts pending, the Deferral Period would continue
            without any change whatsoever. See Section 15 below for a definition
            of Terminated Officer. The company will certify to the Terminated
            Officer that any calculations pertaining to the deferred commission
            were in reasonable compliance with this program, but Terminated
            Officers will not be entitled to direct access to the bank's
            records. If substantially all of the loans that generate commissions
            for the Terminated Officer pay off without loss prior to the end of
            the deferral period, any deferred amounts will be released at their
            then-current indexed value.

14.  CUSTOMER ACCOUNTS PROTECTED

         The loan officer who brings a customer to Corus and either closes on
one loan or opens meaningful depository accounts shall be considered the account
officer for that customer. It will be expected that other Bank officers will
respect this protection and not solicit business from a protected customer
without the account officer's permission. If a dispute arises over which officer
should handle a certain account, please consult Michael Stein or Robert
Glickman.

15.  TERMINATION OF EMPLOYMENT

         After an officer either resigns or is terminated, said officer
(hereinafter referred to as a "Terminated Officer") will not earn any further
current or deferred commissions on loans that are on the bank's books. Nor will
a Terminated Officer earn any new commissions for the year in which the
Termination occurs or in any subsequent years either. If an Officer is
terminated before December 31st of any given year, that Officer will earn no
Commissions for any partial year. Notwithstanding the foregoing, if an Officer
is terminated without cause, or dies or ceases employment due to a physical
disability, the commissions accrued through that officer's date of termination
will be considered earned by the officer, and payable to him or her (or his or
her estate), but subject to deferral and potential elimination as described
elsewhere in this document.

The Terminated Officer may earn some, all or none of the Deferred Commission
accrued in the years prior to the date of Termination, all according to the
following guidelines:

         (1) If a Terminated Officer has any Deferred Commission amounts
             pending, the Deferral Periods would continue without any change in
             the Deferral Period whatsoever.



* Confidential materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks indicate omissions.

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         (2) The company will certify to the Terminated Officer that any
             calculations pertaining to the Deferred Commission were in
             substantial compliance with this program,

         (3) The Terminated Officer will not be entitled to direct access to the
             bank's records.

         (4) If all of the loans that generated commissions for the Terminated
             Officer pay off without loss prior to the end of the deferral
             period, any deferred amounts will be released at their then-current
             indexed value.

         (5) If there are any Losses in time periods after Termination, but
             before the Deferral Period expires, in any of the Loans in which
             the Terminated Officer generated a Commission in any prior year,
             then the Losses will be deducted from the Deferred Commission in
             accordance with the guidance contained in Section 8, "Sharing in
             Loan Losses", above.

16.  INDEPENDENT AUDITS

         An independent audit of loan files will be conducted annually to ensure
that loans are closed as they were approved and with no documentation
irregularities. This is a generally sound banking practice, and becomes
particularly important once loan officers are directly rewarded for volume.

17.  CONFIDENTIALITY

         This Commission Program is not to be shown or disclosed to anybody
outside of the Company. It is considered proprietary information of the Company.
This pledge of confidentiality will continue after employment by the Company
ceases for any reason. Acceptance of any commission payments by any officer will
bind the officer to this pledge of Confidentiality.

18.  LIMITATION ON ASSIGNMENT

         ANY BENEFITS UNDER THIS COMMISSION PROGRAM MAY NOT BE ASSIGNED, SOLD,
TRANSFERRED, PLEDGED OR ENCUMBERED, EXCEPT BY WILL OR INTESTACY, AND ANY ATTEMPT
TO DO SO WILL BE VOID.




* Confidential materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks indicate omissions.

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19.   GOVERNMENT LAW

         EXCEPT TO THE EXTENT PREEMPTED BY THE LAWS OF THE UNITED STATES, THIS
PROGRAM WILL BE CONSTRUED AND ADMINISTERED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF ILLINOIS.

20. OFFICER REVIEW AND CONSENT

         Annually, so long as the officer is employed by the Bank, the Bank will
supply each officer with a copy of these guidelines, in their most current form,
a copy of a portion of the CCS detailing their loans (but not including loans
for which the officer does not collect any commission), a summary of the current
year's compensation including any commissions released, paid, and deferred, and
a summary of the officer's current and prior year deferral amounts, including
information on investment elections, and on any freezes, eliminations, or
releases of deferral amounts. Officers will be asked to review all the
information submitted to them and to acknowledge in writing whether or not they
identify any discrepancy or error in the information provided to them.

         Terminated Officers will receive information as noted in Section 15
above, and the Bank will not be obligated to release any payment to a Terminated
Officer without written consent from such officer regarding the accuracy of such
payment, and confirming that the Terminated Officer does not have any claims
against the company pertaining to deferral amounts or otherwise.


21.  PROGRAM SUBJECT TO CHANGE OR TERMINATION

         Management reserves the right to modify or cancel this Deferred
Commission Program at any time for any officer or all officers in its sole
discretion. The only surviving obligation of the company in the event of program
cancellation would be to pay sums formally treated as Deferred Commission
pursuant to Section 12, provided that such payments are warranted by Section 12
guidelines and not eliminated due to loan losses as noted in Section 7. This
program in no other way constitutes a contract between the company and its
officers.

         However, management understands that its refusal to adhere to the
guidelines set forth herein would potentially hurt the overall morale of many
valued employees. Management will try diligently to administer this program in a
fair and ongoing manner, and expects that the program will ultimately benefit
both the company and its loan officers.

         By the same token, officers are expected to act fairly and in the
company's best interests. It is important to avoid the temptation to "game" the
system, and seek to take advantage of loopholes or unintended results of the
program. Such actions would lead to a loss of trust between the officer in
question and management.

         Please direct any questions or comments to Michael Stein or Robert
Glickman.




* Confidential materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks indicate omissions.

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