Exhibit
10.29

    

     

    
      PERFORMANCE
INCENTIVE COMPENSATION PLAN

    

     

    FIRST
FINANCIAL HOLDINGS, INC. AND ITS SUBSIDIARIES

     

    PERFORMANCE
INCENTIVE COMPENSATION PLAN


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    FIRST
FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES

     

    PERFORMANCE
INCENTIVE COMPENSATION PLAN

    


    TABLE OF
CONTENTS

    


    
      
        
          	
                  I.

                	
                  Plan
      Purpose

                	
                  3

                
	
                  II.

                	
                  General
      Description

                	
                  3

                
	
                  III.

                	
                  Plan
      Year and Effective Date

                	
                  4

                
	
                  IV.

                	
                  Definitions

                	
                  4

                
	
                  V.

                	
                  Performance
      Thresholds

                	
                  4

                
	
                  VI.

                	
                  Participants

                	
                  4

                
	
                  VII.

                	
                  Performance
      Thresholds and Participant Performance Criteria

                	
                  5

                
	
                  VIII.

                	
                  Compensation

                	
                  5

                
	 
      	
                  A.

                	
                  Base
      Salary

                	
                  5

                
	 
      	
                  B.

                	
                  Performance
      Incentive Compensation Plan

                	
                  5

                
	 
      	
                  C.

                	
                  Other
      Commission Plans, If Applicable

                	
                  6

                
	
                  IX.

                	
                  Administration

                	
                  6

                
	 
      	
                  A.

                	
                  Plan
      Responsibility Controls

                	
                  6

                
	 
      	
                  B.

                	
                  Tracking

                	
                  6

                
	 
      	
                  C.

                	
                  The
      Formula

                	
                  7

                
	 
      	
                  D.

                	
                  Initial
      Calculation, Verifications and Approvals

                	
                  7

                
	 
      	
                  E.

                	
                  Processing
      Payouts

                	
                  8

                
	 
      	
                  F.

                	
                  Dispute
      Resolution for Goal Calculation or Incentive

                	
                  8

                
	
                  X.

                	
                  Termination
      of Plan

                	
                  8

                
	
                  XI.

                	
                  Termination
      of Employment

                	
                  8

                
	 
      	
                  A.

                	
                  Post-Separation
      Obligations

                	
                  8

                
	 
      	
                  B.

                	
                  General
      Company Policies and Procedures

                	
                  9

                
	
                  XII.

                	
                  Severability

                	
                  9

                
	 
      	 
      	 
      
	
                  OTHER
      INFORMATION

                	 
      
	 
      	 
      	 
      
	
                  Important
      Notice

                	
                  9

                
	
                  Exhibit
      A.

                	
                  Definitions

                	
                  10

                
	
                  Exhibit
      B.

                	
                  Performance
      Criteria/Measurement Importance

                	
                  13

                


        

      

    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    FIRST
FINANCIAL HOLDINGS, INC.

     

    PERFORMANCE
INCENTIVE COMPENSATION PLAN

     

    Fiscal
Year 2009

    


    I.      PLAN
PURPOSE

    


    The
purpose of First Financial Holdings, Inc.’s (“the Company’s”) Performance
Incentive Compensation Plan (“the Plan”) is to share the rewards of excellent
performance with those officers who provide the leadership, knowledge, and
direction to accomplish superior operating results for the
Company.  Performance thresholds, which coincide with the objectives
of the Company’s strategic business plan, are the standard of measurements used
to determine the achievement of individual officer performance
criteria.

    


    PLEASE
NOTE:  No language or provision of this plan is intended to guarantee
the establishment of future plans.  Executive Management with the
approval of the Compensation/Benefits Committee (“the Committee”) reserves the
right to alter this plan at its discretion at any time.

     

    
      	
              II.

            	
              GENERAL
      DESCRIPTION

            


    

    


    The key
component of the Plan is Return on Equity (ROE), which is defined as “net income
after applicable income taxes, net of securities gains or losses, and net of
unusual or extraordinary items, divided by average equity.”  Each
fiscal year, Executive Management determines the appropriate ROE objective,
establishes performance threshold levels of measurable criteria, and identifies
individual officer performance criteria.  This information is
presented to the Committee for their review and
approval/disapproval.

    


    Soon
after the close of a fiscal year, the Company’s achievement of performance
thresholds is determined and reviewed by Executive Management.  The
ROE objective must be achieved at least to its minimum level before any
incentive payout is awarded to Executive and Senior Management.  If
the minimum ROE objective is not achieved, there will be no incentive payouts to
Executive and Senior Management even if all other Company and individual officer
performance criteria are achieved.  Vice President’s individual
performance criteria are closely aligned to the Company’s overall strategic
objectives.  These officers significantly influence, manage and
achieve those key objectives identified in their respective regions and
departments.  The timely execution and implementation of these
objectives allows the Company to maintain or increase competitive advantage in
its specific markets and in its business lines.  Individual criteria
and objectives established for all participants must be clearly definable,
attainable, add measurably to the profitability of the Company and will be
subject to timely and frequent measurement and communication throughout the
performance period.  Effective with the fiscal 2008 plan year, the
requirement for a minimum ROE objective to be met is removed for Vice
Presidents.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    Results
for each fiscal year are presented to and approved by the
Committee.  Executive Management communicates the final operating
results to the members of the management team at their October meeting and
results on the attainment of specific criteria as soon as
available.

    


    The stake
of the shareholders is improved as the Company’s performance threshold levels
are achieved.  Performance above threshold levels will largely accrue
to shareholders through improved financial performance of the Company. Only a
moderate percentage of these improved results will be used for performance
incentive compensation for Management.

    


    Incentive
awards are supplements to annual compensation and benefits.  The Plan
assumes that an equitable salary administration program is in place and will not
be used to adjust inequities in base compensation.  It is the intent
of the Board of Directors that incentive compensation be a meaningful and
therefore motivating factor for management’s performance.

    


    The
Committee will review and may approve or disapprove of any award based solely on
their discretion.

    


    
      
        	
                III.

              	
                PLAN
      YEAR AND EFFECTIVE DATE

              


      

    

    


    The plan
year is identified as the Company’s fiscal year.  The effective date
begins October 1st and
ends on September 30th.

    


    
      
        	
                IV.

              	
                DEFINITIONS

              


      

    

    


    Exhibit A contains definitions
of the various examples of factors used in determining the achievement of the
Company’s and individual officer performance thresholds and
criteria.

    


    
      
        	
                V.

              	
                PERFORMANCE
      THRESHOLDS

              


      

    

    


    Exhibit B reflects a listing
of the Company’s performance criteria and the measurement of
importance.

    


    
      
        	
                VI.

              	
                PARTICIPANTS

              


      

    

    


    Named
participants in the Plan shall be limited to the officers of First Financial and
its affiliates, who are responsible for directing functions, which have a
significant impact on the growth and profitability of the
Company.  Prior to the beginning of each fiscal year, which coincides
with the beginning of the Plan year, Executive Management reviews and revises,
if necessary, the current list of participants.  A recommendation is
made to the Committee for approval/disapproval of the
list.     Participants will be notified of their
eligibility as soon as possible thereafter.

    


    Named
participants may be added during the fiscal year at the discretion of the
Committee.  Incentive awards for new participants may be pro-rated or
may begin at the beginning of a new fiscal year.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    
      	
              VII.

            	
              PERFORMANCE
      THRESHOLDS AND PARTICIPANT PERFORMANCE
CRITERIA

            


    

    


    Participant
Performance Criteria and illustrative examples of participant performance
measurements, participant weighting factor and the incentive computation are
available in the company’s Human Resources Department.

    


    
      
        	
                VIII.

              	
                COMPENSATION

              


      

    

    


    Total
cash compensation is a result of the following:

    


    
      	
               
      

            	
              Ø

            	
              Base
      Salary

            


    

    
      	
               
      

            	
              Ø

            	
              Other
      commission plans, if applicable

            


    

    
      	
               
      

            	
              Ø

            	
              Performance
      Incentive Compensation Plan

            


    

    


    
      	
               
      

            	
              A.

            	
              Base
      Salary

            


    

    


    The base
salary on January 1st of the
respective fiscal year is used to determine the amount of compensation at risk,
which is then used in calculating the incentive compensation.  See
Section C.

    


    In 1985,
the Company adopted a competitive salary administration program to attract and
retain the best-qualified individuals and to motivate them to perform their
responsibilities in a most effective and efficient manner.  Through
the process of job evaluations and comparing similar position responsibilities
in similar industries, a salary structure and ranges were established at the
average of the appropriate market.

    


    Base
salaries for new employees are determined by verifying proven and related
experience, appropriate levels of education, and other specified position
requirements.  Periodically, salary studies are conducted to insure
the continued competitiveness of the ranges.  Annually, Executive
Management recommends the appropriate adjustment of salary ranges to the
Committee for their approval/disapproval.  The recommendation is
consistent with the average range adjustments on a national basis.

    


    
      	
               
      

            	
              B.

            	
              Performance
      Incentive Compensation Plan

            


    

    


    The Plan
in its entirety is described in this document.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              C.

            	
              Other
      Commission plans, if applicable

            


    

    


    At the
present time, 3 officers of the management team are paid commissions through out
the fiscal year on the production of their departments.  The positions
are:

    


    
      	
               
      

            	
              Ø

            	
              Vice
      President Correspondent Lending

            


    

    
      	
               
      

            	
              Ø

            	
              Vice
      President Sales/Lending

            


    

    
      	
               
      

            	
              Ø

            	
              President
      FSE Investors

            


    

    


    Current
copies of these commission plans are on file in the Company’s Human Resources
department.

     

    
      	
              IX.

            	
              ADMINISTRATION

            


    

    


    A.           PLAN
RESPONSIBILITY AND CONTROLS

    


    The
administration of the Plan is the responsibility of Executive Management along
with the Company’s Executive Vice President of Human Resources.  The
Plan’s day-to-day operations are generally resolved at this
level.  Amendments to the Plan or any major operational issues are
reviewed and discussed by Executive Management with a recommendation of
appropriate resolution presented to the Committee for review and
approval/disapproval.  Decisions are subject to final ratification by
the Company’s Board of Directors.

    


    Officers
who are members of the Company’s Board of Directors have no voting authority on
matters relating to the performance incentive compensation program.

    


    Prior to
the beginning of each fiscal year, Executive Management will review and revise,
as appropriate, the Plan and its operating rules. The revised plan will be
presented to the Committee for their review and
approval/disapproval.

    


    B.           TRACKING

    


    Vice
President/Controller has been designated by Executive Management and approved by
the Committee to track the achievements of performance thresholds on a monthly
basis and communicate the progress to the management team and Board of Directors
quarterly.

    


    At the
close of the fiscal year, Executive Management reviews the overall operating
results of the Company.  VP/Controller calculates the Company’s ROE
and presents the EVP/Chief Financial Officer (CFO) with the
results.  The CFO verifies the calculations and reviews the results
with Executive Management.  After a thorough review and discussion by
Executive Management, the ROE and the results are presented to the Committee for
their review and approval/disapproval.  There will be no incentive
payouts for Executive and Senior Management if the minimum ROE objective is not
achieved.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    


    Upon the
approval of the ROE achievement by the Committee, individual officer performance
criteria is determined and reviewed by Executive Management.  Upon the
completion of this process, the individual officer performance criteria
achievements are reviewed and verified by the CFO.

    


    C.           THE
FORMULA

    


    The key
component of the incentive computation for Executive and Senior Management is
the successful achievement of the ROE objective.  Once achieved and
approved, the following is used for calculating the incentive
payout:

    


    
      	
               
      

            	
              Ø

            	
              The
      percentage at risk (PAR) is 65% of the officer’s base salary on January
      1st
      of the Plan’s fiscal year.

            


    

    


    a)      The
general formula is stated as follows:

    


    
      	
               
      

            	
              §

            	
              The
      product results from the Company’s achievement of each performance
      measurement threshold times the participant
      weighting factor of the specific performance measurements assigned to the
      officer;

            


    

    
      	
               
      

            	
              §

            	
              Times
      the base compensation at risk; (or determined by ROE threshold
      achieved)

            


    

    
      	
               
      

            	
              §

            	
              Equals
      the participant payout.

            


    

    


    Effective
with fiscal 2008, the key component of the incentive compensation for Vice
Presidents is the successful completion of individual criteria.  The
percentage of base pay at risk is 50%, subject to further reduction for officers
already subject to sales incentives.

    


    If a VP
is promoted to a higher corporate officer position, such as EVP or SVP, the pay
out for bonus compensation will be pro-rated by the number of months the officer
spends in each position.  For example:  If a VP is promoted
to SVP on April 1st, the
pay out would be 6 months at 50% and 6 months at 65% of base
compensation.

    


    At the
beginning of the next fiscal year the percentage of pay out would remain at the
appropriate level unless otherwise changed by Executive Management.

    


    
      	
               
      

            	
              D.

            	
              INITIAL
      CALCULATION, VERIFICATIONS, AND
APPROVALS

            


    

    


    The
incentive compensation plan payout calculations are calculated by the EVP Human
Resources. The calculations are then reviewed, verified, and approved by the
EVP/CFO and reviewed and approved by Executive Management. The payout
calculations are returned to the EVP Human Resources for appropriate payroll
processing.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

    


    The
President’s performance incentive compensation is based on an average of all
objectives achieved by the management team officers participating in the
Plan.  The calculation of the President’s payout is completed by the
EVP Human Resources.  It is then reviewed and verified by the EVP/CFO,
with final approval by the Committee.

    


    E.           PROCESSING
PAYOUTS

    


    Bonuses
are paid in the calendar year in which the fiscal year
ends.  Deferrals to the next year are not permitted.

    


    
      	
               
      

            	
              F.

            	
              DISPUTE
      RESOLUTION FOR GOAL CALCULATION OR INCENTIVE COMPENSATION
      CALCULATION

            


    

    


    If
participants feel their incentive payout is calculated incorrectly or not paid
in accordance to the guidelines outlined in this plan document, the following
steps in the dispute process must be taken:

    


    
      	
               
      

            	
              a.

            	
              Notify
      EVP HR in writing within 30 days explaining
      dispute.  Information or error/s in calculation must be
      attached.

            


    

    


    
      	
               
      

            	
              b.

            	
              EVP/CFO
      will review dispute and recertify calculation/s.  A detailed
      explanation of findings will be
prepared.

            


    

    


    
      	
               
      

            	
              c.

            	
              EVP/CAO
      will verify final determination of EVP/CFO’s
  findings.

            


    

    


    
      	
              X.

            	
              TERMINATION
      OF THE PLAN

            


    

    


    The
Company’s Board of Directors may terminate, amend, or modify the Plan at any
time.  The termination, amendment, or modification of the Plan may not
affect a participant’s right to the Board of Directors approved and unpaid
incentive payouts for the period prior to termination or modification of the
Plan.

    


    
      
        	
                XI.

              	
                TERMINATION
      OF EMPLOYMENT

              


      

    

    


    Officers
participating in the Plan must be actively at work on the day the payout is
made.  If an officer terminates employment for other than retirement
or health related purposes prior to this day, the incentive payout is
forfeited.

    


    A.           POST-SEPARATION
OBLIGATIONS

    


    Upon
separation of employment, the participant hereby covenants and agrees that such
participant shall not take, and does not have in his/her possession, a copy of
the Performance Incentive Compensation Plan, any notes, reports, proposals,
computer disks, customer lists, marketing or business plans, or copies of them
or other documents or materials, or any other property belonging to the
Company.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              B.

            	
              GENERAL
      COMPANY POLICIES AND PROCEDURES

            


    

    


    The
Company’s policies and procedures are conditions of continued
employment.  Participants must certify that they have read within
sixty (60) days of the date hereof the Company’s Corporate Code of Business
Conduct and Ethics, employment guidelines or any other pertinent guidelines
relevant to their position.  In addition, each participant must
conform to all applicable legal and compliance obligations relating to their
employment.

    


    
      	
              XII.

            	
              SEVERABILITY

            


    

    


    Should
any provision of this Plan be deemed legally unenforceable, no other provision
of the plan may be affected.  The Plan may be construed as if it had
never included the unenforceable provision.

    


    The
officer signature requirement on the next page hereby acknowledges and certifies
that he/she has read the plan, been provided an opportunity to discuss any
concerns he/she may have with the Plan, and agrees to its terms.

     

    IMPORTANT
NOTICE

    


    THE
COMPANY HAS THE RIGHT TO CHANGE THIS PLAN AND THE POLICIES AND PROCEDURES WHEN
NECESSARY.  THE CONTENTS OF THIS PLAN ARE NOT A CONTRACT BETWEEN THE
COMPANY AND ANY OFFICER.  NOTHING IN THIS PLAN BINDS THE COMPANY OR
ANY OFFICER TO A SPECIFIC OR DEFINITE PERIOD OF EMPLOYMENT.  AS AN
OFFICER, YOU ARE COMPLETELY FREE TO LEAVE THE COMPANY AT ANY TIME YOU CHOOSE,
AND THE COMPANY HAS THE SAME RIGHT TO END THE EMPLOYMENT
RELATIONSHIP.

    


    EMPLOYEE
NAME (PRINT) _________________________ DATE: ___________________

    


    EMPLOYEE
SIGNATURE ___________________________ DATE: ___________________


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

    


    EXHIBIT
A

     

    DEFINITIONS

    


    Performance
Measurement Factors - Those key operating ratios and other pertinent
measures of total companys
performance on which the participants will be evaluated.  Definitions
will expand as individual performance measurement factors are
added.  They include:

    


    
      	
               
      

            	
              *

            	
              Return
      on Equity - Net income after applicable income taxes, net of
      securities gains or losses, and net of unusual or extraordinary items,
      divided by average equity.

            


    

    


    
      	
               
      

            	
              *

            	
              Return
      on Assets - Net income after applicable income taxes, net of gains
      and losses on sales of securities, and net of unusual or extraordinary
      items, divided by average assets.

            


    

    


    
      	
               
      

            	
              *

            	
              Efficiency
      Ratio- General and administrative expenses divided by the sum of
      net interest income plus other income, net of gains and losses on sales of
      securities and real estate operations.  Unusual or extraordinary
      items should be deducted from both general and administrative expenses and
      from other income.

            


    

    


    
      	
               
      

            	
              *

            	
              Non-Interest
      Income - All fees, commissions, and revenues generated from
      servicing or origination of deposits and loan accounts, sales of insurance
      and revenues earned on sales of other various services (excludes real
      estate owned income and expense and net gains or losses of sales of
      securities).

            


    

    


    
      	
               
      

            	
              *

            	
              Mortgage
      Loan Production - Dollar volume origination of total retail
      mortgage loans for the respective plan year.   Loans
      purchased during the plan year.

            


    

    


    
      	
               
      

            	
              *

            	
              Non-Mortgage
      Loan Production - Dollar volume origination of total company
      consumer loans for the respective years.  Depending on the
      category may also be comprised of dollar volume origination of other types
      of loans, such as commercial loans.

            


    

    


    
      	
               
      

            	
              *

            	
              Problem
      Assets - Non-accrual loans, loans 90 days or more delinquent,
      restructured loans, loans carried at fair value and real estate and other
      assets acquired in settlement of
loans.

            


    

    


    
      *       
    Average
Problem Assets to Assets – Total of month-end balances of problem
assets
for each month of the current fiscal year as well as the end of month
balance
from the most recent fiscal year-end as reported by the Accounting Department
divided by the total of assets from the month-end assets on the Statement of
Condition for the current fiscal year as well as the end of month asset balance
from the most recent fiscal year-end.

    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              *

            	
              Transaction
      Accounts - Demand Accounts (NOW Accounts and regular checking
      account products, both interest bearing and non-interest
      bearing).

            


    

    
      	
               
      

            	
              *

            	
              Households
      - The total number of family units with which the Financial Institution
      has one or more product relationships.  This measurement may be
      sub-divided by a business unit (ie banking, trust, insurance) region or
      area based on zip code, street address, county, city or other reliable
      factor.  Households are measured based on the summarization of
      all account service and product data in the Marketing Customer Information
      File.

            


    

    


    
      	
               
      

            	
              *

            	
              Price
      Earnings Ratio - Ratio calculated by dividing the average daily
      price of the stock for each month by the earnings reported for the last
      twelve months.  Annual price/earnings ratio will be the average
      of the twelve monthly ratios.

            


    

    


    
      	
               
      

            	
              *

            	
              Cost
      Per Loans Serviced - Total operating cost of Loan Service less the
      identified cost of credit card service divided by the average number of
      consumer and real estate loans (exclude loans on deposit
      accounts).

            


    

    


    
      	
               
      

            	
              *

            	
              Call
      Center Efficiency - Threshold levels for calls answered in 30
      seconds or less and average calls per day per agent are established at 85%
      (monthly average) and 95 calls per day.  Target levels are set
      at 50% (85%/95 calls) and l00% (90%/100
calls).

            


    

    


    
      	
               
      

            	
              *

            	
              Interest
      Rate Risk for the Holding Company- Average of the consolidated
      dynamic gap/assets ratio for First Financial as measured on the last day
      of each fiscal quarter.

            


    

    


    
      	
               
      

            	
              *

            	
              Cost
      of Benefits- Cost of all benefits in the cafeteria plan per
      full-time equivalent employee of First Financial Holdings,
      Inc.

            


    

    


    
      	
               
      

            	
              *

            	
              Quality
      of Benefits/Satisfaction- The results of a survey distributed in
      the third quarter of the fiscal year to all Company employees to indicate
      an overall level of satisfaction in response to questions regarding
      quality and level of satisfaction with specific employment
      benefits.

            


    

    


    
      	
               
      

            	
              *

            	
              Quality
      of Office Service- A survey distributed in the fourth quarter of
      the fiscal year to all Company employees to measure the satisfaction of
      office services in response to questions regarding overall satisfaction
      with services delivered by Office
Services.

            


    

    


    
      	
               
      

            	
              *

            	
              Quality/Satisfaction
      with Facilities- A survey distributed in the fourth quarter of
      fiscal year to all Company employees to measure the level of satisfaction
      of facilities in response to questions regarding overall satisfaction with
      office space, parking, etc.

            


    

    


    
      	
               
      

            	
              *

            	
              Results
      of Annual Information Systems Quality Survey- A survey conducted in
      the fourth quarter of the fiscal year of all Company employees to indicate
      an average level of more than a satisfactory response to a question
      regarding overall satisfaction of
service.

            


    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
                *

            	
              Completion
      of Projects- Individually assigned projects that must be completed
      by a specific time or by the end of the fiscal year to insure that
      specific results of the Company’s strategic business plan are
      achieved.

            


    

    


    
      	
               
      

            	
              *

            	
              Performance
      Threshold - The minimum performance level for each factor below
      which no reward will be given; also, the minimum overall performance level
      for return on equity.

            


    

    


    
      	
               
      

            	
              *

            	
              Incentive
      Factor Weighting - A percentage for each of the incentive factors
      for each participant, which is used to modify the basic incentive
      percentage to reflect the relative importance of the factor to that
      position.

            


    

    


    
      	
               
      

            	
              *

            	
              CRA
      Compliance Rating - a rating received from the Office of Thrift
      Supervision following the completion of their examination of our
      compliance with the Community Reinvestment
Act.

            


    

    


    
      	
               
      

            	
              *

            	
              Average
      Equity – Total of month-end equity balances on the Statement of
      Condition for all months of the current fiscal year plus the end of month
      balance from the most recent fiscal year-end divided by
  13.

            


    

    


    
      	
               
      

            	
              *

            	
              Average
      Assets – Total of month-end asset balances on the Statement of
      Condition for all months of the current fiscal year plus the end of month
      balance from the most recent fiscal year-end divided by
  13.

            


    

    


    
      
        
          	 	
                  *

                	
                  Net
      Interest Margin – Total of net interest income for the respective
      unit being measured
      divided by the aggregate of all average annual balances of interest
      earning
      assets as computed from the core processing system or from average month
      end balances should automated systems not be used at some
      units.

                


        

      

    


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    EXHIBIT
B

    


    
      
        	
                Performance Criteria

              	 
      	
                Measurement Importance*

              
	
                Return
      on Equity

              	 
      	
                Profitability

              
	
                Return
      on Assets

              	 
      	
                Profitability

              
	
                Efficiency
      Ratio

              	 
      	
                Expense
      Control

              
	
                Non-Interest
      Income

              	 
      	
                Profitability

              
	
                Mortgage
      Loan Production

              	 
      	
                Customer
      Base

              
	
                Non-Mortgage
      Loan Production

              	 
      	
                Customer
      Base

              
	
                Problem
      Assets

              	 
      	
                Asset
      Quality

              
	
                Transaction
      Accounts

              	 
      	
                Customer
      Base

              
	
                Households

              	 
      	
                Customer
      Base

              
	
                Price
      Earnings Ratio

              	 
      	
                Stockholders
      Return

              
	
                Cost
      Per Loan Service

              	 
      	
                Expense
      Control

              
	
                Call
      Center Efficiency

              	 
      	
                Customer
      Service

              
	
                Interest
      Rate Risk for Holding Company

              	 
      	
                Profitability

              
	
                Cost
      of Benefits

              	 
      	
                Expense
      Control

              
	
                Satisfaction
      of Quality of Benefits

              	 
      	
                Employee
      Retention

              
	
                Quality
      of Office Service to Staff

              	 
      	
                Employee
      Service

              
	
                Quality
      of Satisfaction of Facilities

              	 
      	
                Employee
      Service

              
	
                Results
      of Annual IS Quality Survey

              	 
      	
                Internal
      Customer Service

              
	
                Completion
      of Projects

              	 
      	
                Customer
      Service

              
	
                CRA
      Compliance Rating

              	 
      	
                Customer
      Base

              
	
                Net
      Interest Margin

              	 
      	
                Profitability

              


      

    

    


    * For each of the above performance
criteria, target levels and minimum target levels will be determined by
management and reviewed and
approved by the Committee.  Incentive payouts for Executive and Senior
Management will not be awarded if the Return on Equity (ROE) objective is not
achieved or if performance falls below the minimum target
level.


    
      
         


      

      
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