**EXHIBIT10.3**METROCORP, INC.****Change of Control Severance Plan**     This Change of Control Severance Plan (the “Plan”) is adopted as of September 22, 2005 byMetrocorp, Inc., an Illinois corporation (the “Company”), for the benefit of the employees of theCompany and its subsidiaries.     WHEREAS, as part of its evaluation of all of its strategic alternatives, the Company hasundertaken a process that might lead to a sale or other change of control of the Company and itssubsidiaries;     WHEREAS, in order to preserve stockholder value in the Company, the Board of Directors of theCompany (the “Board”) has determined that it is in the best interests of the Company and itsstockholders to assure that the employees of the Company and its subsidiaries will remain employedand that the Company and its subsidiaries will have the continued dedication of their employees,notwithstanding the possibility or occurrence of a sale of the Company and its subsidiaries.     WHEREAS, the Board believes it is imperative (i) to diminish the inevitable and significantdistractions of its employees and dilution of the time of its employees, by virtue of the personaluncertainties and risks created by a potential sale of the Company and its subsidiaries; and (ii)to encourage its employees’ full attention and dedication to the Company and its subsidiariescurrently and in the event of any planned or pending sale; and     WHEREAS, in order to accomplish the objectives described in the preceding recitals, the Boarddesires to cause the Company to adopt this Plan as set forth herein.     NOW, THEREFORE, Board hereby adopts this Plan on behalf of the Company and its subsidiaries:     1. Definitions. As used herein:          (a) “Cause” means (i) any act of dishonesty taken by an Employee in connection with hisresponsibilities as an employee of the Company and its Subsidiaries which is intended to result inpersonal enrichment; (ii) an Employee’s conviction of a felony; (iii) willful misconduct by anEmployee which is injurious to the Company and its Subsidiaries, or (iv) the continued failure ofan Employee, who is employed in the same or similar employment position as he was employed on thedate immediately preceding the Effective Date to substantially perform his obligations to theCompany and its Subsidiaries considering the scope and importance of the Employee’s position afterthere has been delivered to the Employee a written demand for performance from the Company thatdescribes the basis for the Company’s belief that the Employee has not substantially performed hisduties and which includes a cure period of at least 30 days.          (b) “Change of Control” means (i) the acquisition by any person or entity, or any group ofpersons or entities acting in concert (a “Person”) of direct or indirect beneficial ownership of50% or more of the voting power or voting securities of the Company, not held by such Person as ofthe date of adoption of this Plan, (ii) the acquisition by any Person of direct or indirectbeneficial ownership of 25% or more of the voting power or voting securities of the Company notheld by such Person as of the date of adoption of this Plan and the subsequent election of amajority of the members of the Company’s Board of Directors who were not members of the Board forthe 2-year period immediately preceding their election, (iii) a transfer of all or substantiallyall of the Company’s assets to another Person who is not a
 

 
wholly-owned subsidiary of the Company, or (iv) merger or consolidation of the Company withanother corporation where, as a result of such merger or consolidation, less than 75% of theoutstanding voting securities of the surviving or resulting corporation will then be owned by thestockholders of the Company immediately prior to such merger or consolidation.          (c) “Code” means the Internal Revenue Code of 1986, as amended.          (d) “Effective Date” means the effective date of the first event to occur after the date ofadoption of this Plan that constitutes a Change of Control.          (e) “Employee” means any person employed by the Company and its Subsidiaries on the dateimmediately prior to the Effective Date. No person will be a participant in the Plan or eligiblefor a benefit under the Plan until and unless he is an Employee.          (f) “Good Reason” means the occurrence of any of the following events: (i) a change in thelocation of the Employee’s place of employment to more than 55 miles from the Company’s currentEast Moline, Illinois headquarters without the Employee’s prior written consent; or (ii) areduction of the Employee’s base pay or base salary by more than 10% on or after the EffectiveDate.          (g) “Junior Officer” means an Employee who on the date immediately prior to the Effective Dateis classified on the official organization chart of the Company or one of its Subsidiaries as an“officer” but at a level lower than Vice President.          (h) “Medical Benefits” means coverage under a group health plan, as defined by Code Section5000, that is maintained by the Company and its Subsidiaries on the date immediately preceding thedate when an Employee terminates or resigns under the terms of this Plan.          (i) “Non-Officer Employee” means an Employee who on the date immediately prior to theEffective Date is not a Junior Officer, Vice President or Senior Executive.          (j) “Senior Executive” means an Employee who on the date immediately prior to the EffectiveDate is classified on the official organization chart of the Company or one of its Subsidiaries asa “Senior Vice President,” “General Counsel” or “President.”          (k) “Subsidiaries” means Metrobank, N.A. and any other entity in which the Company ownsgreater than a majority of the outstanding voting securities.          (l) “Vice President” means an Employee who on the date immediately prior to the Effective Dateis classified on the official organization chart of the Company or one of its Subsidiaries as a“Vice President” but at a level lower than “Senior Vice President.”     2. Non-Officer Employee Severance Rights. If a Non-Officer Employee is terminatedwithout Cause or resigns for Good Reason during the 90 days immediately following the EffectiveDate, such Non-Officer Employee will be entitled to a payment calculated as follows:          (a) such Non-Officer Employee’s then current daily base salary or base rate of pay, asapplicable, at the time of his termination of or resignation from employment but without anyreduction described in Section 1(f)(ii) of this Plan; times          (b) the greater of (i) number of days remaining between the Non-Officer Employee’s terminationof or resignation from employment and the 90-day anniversary of the Effective Date or (ii) 30
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days (such period in (i) or (ii), as the case may be, referred to as the “Non-Officer EmployeeSeverance Period”). The daily base rate of pay of an Employee who is classified by the Company as“part-time” on the date immediately preceding Effective Date will be determined for purposes ofthis Section 2 based upon the average daily hours worked by such Employee over the consecutive12-month period ending on the day before his termination or resignation.The Company will make this payment in a single lump sum to the Non-Officer Employee within 5 daysof his last day of employment with the Company and any of its Subsidiaries.     In addition, if COBRA coverage is timely elected for any Medical Benefits for the Non-OfficerEmployee, his spouse or any dependent for the Non-Officer Employee Severance Period, the Companywill reimburse the Non-Officer Employee for the COBRA coverage premium timely paid for that period;provided, that the Non-Officer Employee provides the Company with reasonable documentation of anysuch premium payment within 2 months of its payment. In the event that the amount of any suchreimbursed premium is includable in the Non-Officer Employee’s gross income for federal, state, orlocal income taxes or in his wages for employment tax purposes, the Company will pay to theNon-Officer Employee an additional amount such that the net amount retained by him (after deductionof these federal, state and local income and employment taxes and any related penalty and interestassessed for delinquent payment of these taxes) will be equal to the total premium paymentreimbursed by the Company; provided, that the Non-Officer Employee provides the Company withreasonable documentation of the payment of such taxes, penalty and interest within 2 months oftheir payment. On the first payroll date in each calendar month, the Company will pay in a singlesum all reimbursements or additional amounts provided under this paragraph for which theNon-Officer Employee has timely provided reasonable documentation to the Company since the firstpayroll date in the immediately preceding calendar month.     3. Junior Officer Severance Rights. If a Junior Officer is terminated without Causeor resigns for Good Reason during the 6 consecutive months immediately following the EffectiveDate, such Junior Officer will be entitled to a payment calculated as follows:          (a) such Junior Officer’s then current monthly base salary at the time of his termination ofor resignation from employment but without any reduction described in Section 1(f)(ii) of thisPlan; times          (b) the number of full or partial months remaining between the Junior Officer’s termination ofor resignation from employment and the 6-month anniversary of the Effective Date (“Junior OfficerSeverance Period”).The Company will make this payment in a single lump sum to the Junior Officer within 5 days of hislast day of employment with the Company and any of its Subsidiaries.     In addition, if COBRA coverage is timely elected for any Medical Benefits for the JuniorOfficer, his spouse or any dependent for the Junior Officer Severance Period, the Company willreimburse the Junior Officer for any COBRA coverage premium timely paid for that period; provided,that the Junior Officer provides the Company with reasonable documentation of any such premiumpayment within 2 months of its payment. In the event that the amount of any such reimbursedpremium is includable in the Junior Officer’s gross income for federal, state, or local incometaxes or in his wages for employment tax purposes, the Company will pay to the Junior Officer anadditional amount such that the net amount retained by him (after deduction of these federal, stateand local income and employment taxes and any related penalty and interest assessed for delinquentpayment of these taxes) will be equal to the total premium payment reimbursed by the Company;provided, that the Junior Officer provides the Company with reasonable documentation of the paymentof such taxes, penalty and interest within 2 months of their
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payment. On the first payroll date in each calendar month, the Company will pay in a singlesum all reimbursements or additional amounts provided under this paragraph for which the JuniorOfficer has timely provided reasonable documentation to the Company since the first payroll date inthe immediately preceding calendar month.     4. Vice President Severance Rights. If a Vice President is terminated without Causeor resigns for Good Reason during the 12 consecutive months immediately following the EffectiveDate, such Vice President will be entitled to a payment calculated as follows:          (a) such Vice President’s then current monthly base salary at the time of his termination ofor resignation from employment but without any reduction described in Section 1(f)(ii) of thisPlan; times          (b) the number of full or partial months remaining between the Vice President’s termination ofor resignation from employment and the 12-month anniversary of the Effective Date (“Vice PresidentSeverance Period”).The Company will make this payment in a single lump sum to the Vice President within 5 days of hislast day of employment with the Company and any of its Subsidiaries.     In addition, if COBRA coverage is timely elected for any Medical Benefits for the VicePresident, his spouse or any dependent for the Vice President Severance Period, the Company willreimburse the Vice President for any COBRA coverage premium timely paid for that period; provided,that the Vice President provides the Company with reasonable documentation of any such premiumpayment within 2 months of its payment. In the event that the amount of any such reimbursedpremium is includable in the Vice President’s gross income for federal, state, or local incometaxes or in his wages for employment tax purposes, the Company will pay to the Vice President anadditional amount such that the net amount retained by him (after deduction of these federal, stateand local income and employment taxes and any related penalty and interest assessed for delinquentpayment of these taxes) will be equal to the total premium payment reimbursed by the Company;provided, that the Vice President provides the Company with reasonable documentation of the paymentof such taxes, penalty and interest within 2 months of their payment. On the first payroll datein each calendar month, the Company will pay in a single sum all reimbursements or additionalamounts provided under this paragraph for which the Vice President has timely provided reasonabledocumentation to the Company since the first payroll date in the immediately preceding calendarmonth.     5. Senior Executive Severance Rights. If a Senior Executive is terminated withoutCause or resigns for Good Reason during the 24 consecutive months immediately following theEffective Date, such Senior Executive will be entitled to a payment calculated as follows:          (a) such Senior Executive’s then current monthly base salary at the time of his termination ofor resignation from employment but without any reduction described in Section 1(f)(ii) of thisPlan; times          (b) the number of full or partial months remaining between the Senior Executive’s terminationof or resignation from employment and the 24-month anniversary of the Effective Date (“SeniorExecutive Severance Period”).The Company will make this payment in a single lump sum to the Senior Executive within 5 days ofhis last day of employment with the Company and any of its Subsidiaries.
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     In addition, if COBRA coverage is timely elected for any Medical Benefits for the SeniorExecutive, his spouse or any dependent for the Senior Executive Severance Period, the Company willreimburse the Senior Executive for any COBRA coverage premium timely paid for that period;provided, that the Senior Executive provides the Company with reasonable documentation of any suchpremium payment within 2 months of its payment. In the event that the amount of any suchreimbursed premium is includable in the Senior Executive’s gross income for federal, state, orlocal income taxes or in his wages for employment tax purposes, the Company will pay to the SeniorExecutive an additional amount such that the net amount retained by him (after deduction of thesefederal, state and local income and employment taxes and any related penalty and interest assessedfor delinquent payment of these taxes) will be equal to the total premium payment reimbursed by theCompany; provided, that the Senior Executive provides the Company with reasonable documentation ofthe payment of such taxes, penalty and interest within 2 months of their payment. On the firstpayroll date in each calendar month, the Company will pay in a single sum all reimbursements oradditional amounts provided under this paragraph for which the Senior Executive has timely providedreasonable documentation to the Company since the first payroll date in the immediately precedingcalendar month.     6. Excise Tax Issues. Notwithstanding anything in this Plan to the contrary, in theevent it will be determined in good faith by the Company’s independent accountants prior to theEffective Date that any payment, award, benefit or distribution (or any acceleration of anypayment, award, benefit or distribution) by the Company (or any of its affiliated entities) or anyentity which effectuates a Change in Control (or any of its affiliated entities) to or for thebenefit of any Employee is subject to the excise tax under Code Section 4999, then the amountspayable to such Employee under this Plan will be reduced to the maximum amount as will result in noportion of the Payments being subject to such excise tax (the “Safe Harbor Cap”). For purposes ofreducing the Payments to the Safe Harbor Cap, only amounts payable to an Employee under this Plan(and no other payments) will be reduced, unless otherwise consented to by such Employee.     7. Termination. If no Change of Control has occurred within 12 months after the dateof adoption of this Plan, unless this Plan has been further extended by the Board, this Plan andall obligations of the Company hereunder will terminate and become void.     8. Withholding. The Company will withhold from any benefit payment under this Planall federal, state, and local taxes or other amounts as required pursuant to any law, governmentalregulation or ruling. If any such taxes or other amounts are due with respect to any benefitearned by an Employee prior to the time of the benefit payment under this Plan, the Company willwithhold from any other compensation or payment due to the Employee all federal, state, and localtaxes or other amounts required to be withheld from that payment.     9. Successors and Assigns. The obligations of the Company hereunder will be bindingupon the Company and its successors and assigns, including but not limited to any successor of theCompany upon a Change of Control.     10. Amendment. After a Change of Control, no amendments, modifications additions, ordeletions to this Plan will be effective unless made in writing and signed by any Employee affectedby such change. Prior to a Change of Control, this Plan may be amended upon resolution of theBoard; provided, however, that no such amendment will materially reduce the benefits providedhereunder.     11. Administration. The Company will operate and administer the Plan. In its solediscretion, the Company will construe and interpret the Plan, including disputed and doubtful termsand provisions and, in its sole discretion, decide all questions of eligibility for benefitspayments and determine the amount, manner and time of benefits under the Plan terms. Alldeterminations and interpretations of the Company will be consistently and uniformly applied to allemployees and will be
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conclusive and binding on all parties. If any employee of the Company, or his representative,disagrees with any such construction, interpretation or determination by the Company, the employeeor his representative, can make a claim for benefits under the separate claims procedures for thisPlan, a copy of which can be obtained from the Chairman of the Board free of charge. By thisreference, the separate claims procedures are incorporated into and made a part of this Plan.     12. Governing Law. This Plan is a welfare benefit plan subject to the EmployeeRetirement Income Security Act of 1974, as amended, and it will be interpreted, administered, andenforced in accordance with that law. To the extent that state law is applicable, the statutes andcommon law of the State of Illinois will apply, without regard to the conflict of laws principles.     13. American Jobs Creation Act of 2004. Code Section 409A applies to benefitsprovided under this Plan. The provisions of this Plan are intended to comply with Section 409A andthe guidance issued by the Internal Revenue Service and proposed and final regulations issued bythe Treasury Department. These provisions will be consistently interpreted and applied by theBoard so that benefits under this Plan will not be subject to taxation under Code Section 409A.     14. Delayed Payment Date. Notwithstanding any provision to the contrary, any paymentor reimbursement (or related additional amount) due under this Plan to a “specified employee” asdefined by Code Section 409A(a)(2)(B)(i) (pertaining to payments to a key employee of a corporationwhose stock is publicly traded on an established securities market or otherwise) will be made onthe later of the date that it is to be paid under this Plan without regard to this Section 14 or onthe Company’s first payroll date after the 6-month anniversary of the Employee’s last day of workwith the Company and its Subsidiaries due to his termination of or resignation from employmentunder the terms of this Plan. Any payment delayed by the provisions of this Section 14 will bepaid without interest.     15. Miscellaneous.          (a) The Plan is intended to be and at all times will be interpreted and administered as anunfunded, employee welfare benefit Plan under Section 3(1) of the Employee Retirement IncomeSecurity Act of 1974, as amended. All Plan benefits will be paid from the Company’s generalassets. The right of an Employee to receive any payment under the Plan will be an unsecured claimagainst the general assets of the Company. An Employee will have no right against any specificassets of the Company.          (b) The Plan Year is the consecutive 12-month period beginning each November 1 and ending thefollowing October 31; provided, that the first Plan Year will begin on September 22, 2005 and endthe following October 31.          (c) The Company is the Plan Administrator.          (d) No Employee may anticipate, assign, or alienate (either at law or in equity) any benefitor right provided under the Plan. Any such anticipation, assignment or alienation will be null andvoid.          (e) Nothing in this Plan will be construed to limit in any way the right of Company or any ofits Subsidiaries to terminate the employment of an Employee at any time for any reason; or evidenceany agreement or understanding, express or implied, that the Company or any of its subsidiarieswill employ an Employee in any position or at any rate of remuneration or for any period of time.          (f) The benefits provided under this Plan to an Employee are in addition to any benefitprovided under the terms of any other plan maintained by the Company or any of its Subsidiaries.
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          (g) As used in this Plan the term “and” means “and/or”, the singular includes the plural, andthe masculine includes the feminine and neuter. Headings of sections are not to be considered inthe construction and interpretation of the Plan.                **METROCORP, INC.**           By:  /s/ Gary D. Andersen                 Title: President                  Date: September 22, 2005         
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**METROCORP, INC.****