**Exhibit 10.1**

 

**AMENDED AND RESTATED**

**PARAMETERS OF AWARDS OF STOCK OPTIONS AND RESTRICTED SHARES**

 

1.               structure two typesof equity based awards:

 

a.               PerformanceShares: Restricted Shares the vesting of which is based on theCorporation achieving agreed performance targets tied to the Return on Equity (“ROE”)of the Corporation (“Performance Shares”).

 

i.                  PerformanceShares may be earned by Executive and Senior Officers.  The number of Performance Shares that may beearned will be based on the Corporation’s ROE over a defined performanceperiod, with an additional period of time for vesting after the performanceperiod.  The initial performance periodshall be the 21-month period beginning on April 1, 2005 and ending on December31, 2006.

 

ii.               The ROEtargets and award percentages for the Performance Shares shall be structured asfollows:

 
| **Level*** | ** ** | **ROE  Values**** | ** ** | **Percentage of  Award to be Earned** | ** ** |
|------------|------------|-------------------|------------|---------------------------------------|------------|
| Minimum    |       | 14.0              | %          | 50.0                                  | %          |
| Target     |       | 18.0              | %          | 100                                   | %          |
| Maximum    |       | 22.0              | %          | 120                                   | %          |

 

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*   No Performance Shares will be earned if theMinimum ROE is not attained.  The numberof Performance Shares that may be earned for ROE Values between the Minimum andTarget, and between the Target and Maximum, will be determined byinterpolation.

 

**The ROE Values are based on core net income and core book value, so there is noeffect of the non-cash mark-to-market of swaps.

 

iii.            No dividendswill be accrued or paid on the Performance Shares during the performanceperiod. Following the performance period, and prior to the full vesting of thePerformance Shares, dividends on earned Performance Shares will be accrued butnot paid until the vesting of the shares. Earned Performance Shares will vest on the date which is two yearsfollowing the end of the performance period.

 

iv.           If (a) thereis a material restatement of the Corporation’s financial results for anyfinancial reporting period and such financial reporting period also was part ofthe performance period and (b) as a result of the restatement the Corporation’sROE for the performance period changes, then the number of Performance Sharesthat may be earned shall be determined based on the Corporation’s ROE aftergiving effect to the restatement.

 

b.              Options withDividend Equivalent Rights (“Options w/ DERs”) which vest afterfour years, contingent on the recipient’s continued employment by theCorporation, and have a seven-year term

 

c.               Both thePerformance Shares and the Options w/ DERs will be subject to forfeiture priorto their vesting by a recipient that (i) terminates his employment with theCorporation or (ii) whose employment by the Corporation is terminated forCause.

 

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2.               award theseinstruments as follows:

 

a.               Executiveand Senior Officers: annual awards of Options w/ DERs and Performance Shares,with two year performance targets and two year cliff vesting of the earnedperformance shares

 

b.              OtherManagers: periodic awards of Options w/ DERs only

 

c.               New hiresand other special situations are eligible to receive awards consistent withtheir positions in the Corporation as recommended by the Chief ExecutiveOfficer of the Corporation and approved by the Compensation Committee.

 

3.               ownership guidelines

 

a.               the Boardwill establish ownership guidelines for the Corporation’s Directors andOfficers; Directors and Officers should own shares of the Corporation’s commonstock equal to a multiple of the recipient’s respective annual compensation asfollows:

 
| ** ** | ** ** | **multiple**       |
|------------|------------|--------------------|
| i.         |       | CEO                |   | five |
| ii.        |       | Executive Officers |   | three |
| iii.       |       | Senior Officers    |   | two |
| iv.        |       | Other Managers     |   | n.a. |

 

b.              the ChiefExecutive Officer will recommend to the Board the portion of shares issued tomanagers under the Incentive Plan that the Corporation expects the managers toretain, after providing for the sale of sufficient shares by the managers tomeet their tax liabilities relative to the awards of the shares, with thetarget retention percentage expected to be not less than 60% of the net, aftertax value of shares received.

 

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