**EXHIBIT10.4****METROCORP, INC.****Stay Bonus Plan**     This Stay Bonus Plan (the “Plan”) is adopted as of November 11, 2005 by Metrocorp, Inc., anIllinois corporation (the “Company”), for the benefit of its employees and those of itssubsidiaries.     WHEREAS, the Company has undertaken a process that might lead to a sale or other change ofcontrol of the Company and its subsidiaries; and     WHEREAS, the Company wishes to maintain the continued dedication of its employees and those ofits subsidiaries throughout this process until such a sale or other change of control occurs.     NOW THEREFORE, the Board of Directors of the Company (the “Board”) has approved and theCompany adopts this Plan to provide as follows:     1. Definitions. As used herein:          (a) “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 with another corporation where, as a result of suchmerger or consolidation, less than 75% of the outstanding voting securities of the surviving orresulting corporation will then be owned by the stockholders of the Company immediately prior tosuch merger or consolidation.          (a) “Code” means the Internal Revenue Code of 1986, as amended.          (b) “Compensation” means the greater of the Employee’s annual base pay at the rate in effecton November 11, 2005 or at the rate in effect on the Effective Date.          (c) “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.          (d) “Employee” means any person other than Gary D. Andersen, Nancy R. Hamilton, or Julius J.Van Paemel Bart Ottens, Branden Alexander, Doug Vanderlaan, Mark Milder, Rich Skrivseth or LoriWelsh who is continually employed by the Company or one of its Subsidiaries for the periodbeginning on November 11, 2005 and ending on the Effective Date.
 

 
No person will be a participant in the Plan or eligible for a benefit under the Plan until andunless he is an Employee.          (e) “Subsidiaries” means Metrobank, N.A. and any other entity in which the Company ownsgreater than a majority of the outstanding voting securities.     2. Stay Bonus. Each Employee will be entitled to a payment in the amount equal to 12%of his Compensation. The Company will make this payment on the earlier of its first regularpayroll date following the Effective Date or the 10th day following the Effective Date.     3. 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.     4. 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.     5. 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.     6. 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.     7. 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 conclusive and binding on all parties.     8. Governing Law. Illinois state law will govern this Plan, without reference to theconflict of laws principles.     9. 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.
- 2 -

 
     10. Miscellaneous.          (a) The Plan is intended to be and at all times will be interpreted and administered as anunfunded plan that is not subject to the provisions of the Employee Retirement Income Security Actof 1974, as amended. All Plan benefits will be paid from the Company’s general assets. The rightof an Employee to receive any payment under the Plan will be an unsecured claim against the generalassets of the Company. An Employee will have no right against any specific assets of the Company.          (b) 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.          (c) 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.          (d) 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.          (e) 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: November 11,2005         
- 3 -