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Exhibit 10.3




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TABLE OF CONTENTS
 Page #ARTICLE I  PURPOSE OF PLAN
    
    
    1ARTICLE II  DEFINITIONS
    
    
    1Section 2.1
    
    Definitions
    
    
    1Section 2.2
    
    Rules of Construction
    
    
    4ARTICLE III  ELIGIBILITY; AWARDS; ELECTIONS
    
    
    4Section 3.1
    
    Eligibility
    
    
    4Section 3.2
    
    Incentive Awards
    
    
    4Section 3.3
    
    Vesting of Awards
    
    
    5Section 3.4
    
    Deferrals.
    
    
    5ARTICLE IV  ESTABLISHMENT AND MAINTENANCE OF ACCOUNTS
    
    
    6Section 4.1
    
    Maintenance of Accounts
    
    
    6Section 4.2
    
    Interest Earning Sub-Account
    
    
    6Section 4.3
    
    Stock Earning Sub-Account
    
    
    6Section 4.4
    
    Eligible Awards which Do Not Vest
    
    
    7Section 4.5
    
    Account Valuation; Participant Statements
    
    
    7ARTICLE V  DISTRIBUTION OF ACCOUNTS
    
    
    7Section 5.1
    
    Deferral Period and Method of Payment
    
    
    7ARTICLE VI  ADMINISTRATION
    
    
    8Section 6.1
    
    Authority and Duties of Administrator.
    
    
    8Section 6.2
    
    Manner of Taking Action
    
    
    8Section 6.3
    
    Plan Expenses
    
    
    9Section 6.4
    
    Indemnification of Committee
    
    
    9Section 6.5
    
    Claims Procedure
    
    
    9Section 6.6
    
    Performance-Based Awards
    
    
    10ARTICLE VII  BENEFICIARY DESIGNATION
    
    
    10ARTICLE VIII  AMENDMENT OR TERMINATION
    
    
    10ARTICLE IX  GRANTOR TRUST CONTRIBUTIONS
    
    
    10
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Page #ARTICLE X  MISCELLANEOUS
    
    
    11Section 10.1
    
    Liability of the Plan Sponsor and Company; Nature of Obligation
    
    
    11Section 10.2
    
    Right of Set-Off
    
    
    11Section 10.3
    
    No Guarantee of Employment
    
    
    11Section 10.4
    
    Benefits Not Assignable
    
    
    11Section 10.5
    
    Severability
    
    
    11Section 10.6
    
    Tax Withholding
    
    
    11Section 10.7
    
    Headings
    
    
    11Section 10.8
    
    Governing Law
    
    
    11
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ARTICLE I
PURPOSE OF PLAN
    ARTICLE II
DEFINITIONS
 Definitions
 Bank 
 Beneficiary
  Board Compensation Policy 
 -1-




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Cash Incentive Award
 Code
 Committee
 Company
 Deferral Account
 Deferral Date
 Effective Date
 Election Period
 Eligible Individual
 Interest Earning Sub-Account
  Eligible Award 
 ERISA
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 Grant Date 
  Incentive Plan 
 Investment Election
  Other Cash Award 
 Participant
 Payment Election
 Plan
 Plan Sponsor
 Plan Year
 Separation from Service
 Service Period
 Specified Employee
 Stock
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Stock Earning Sub-Account
 Trust
 Trustee
 Vesting Date
 Rules of Construction
 Meaning of Terms
 Compliance with Section 409A
 ARTICLE III
ELIGIBILITY; AWARDS; ELECTIONS
 Eligibility
 Eligible Awards
 Cash Incentive Awards
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Other Cash Awards
 Vesting of Awards
 Deferrals
 Automatic Deferrals
 Effect of Payment and Investment Elections
 Payment Elections with Respect to 2006-2007 Awards.
 Investment Elections for Eligible Awards
 Initial Elections
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Default Elections
 Special Payment Elections for 2006-2007 Awards
 ARTICLE IV
ESTABLISHMENT AND MAINTENANCE OF ACCOUNTS
 Maintenance of Accounts
 Interest Earning Sub-Account
 Stock Earning Sub-Account
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Eligible Awards which Do Not Vest
 Account Valuation; Participant Statements
 ARTICLE V
DISTRIBUTION OF ACCOUNTS
 Deferral Period and Method of Payment
 Deferred Payment Date and Payment Method
 2006-2007 Awards
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Eligible Awards Other than 2006-2007 Awards.
 Payment Upon Death or Separation From Service th
 Payment Upon Separation From Service
 Special Rule for Specified Employees
 ARTICLE VI
ADMINISTRATION
 Authority and Duties of Administrator
 Manner of Taking Action
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Plan Expenses
 Indemnification of Committee
 Claims Procedure
 Benefit Claims
 Review Procedure
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Performance-Based Awards
  ARTICLE VII
BENEFICIARY DESIGNATION
  ARTICLE VIII
AMENDMENT OR TERMINATION
 provided however
 ARTICLE IX
GRANTOR TRUST CONTRIBUTIONS
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ARTICLE X
MISCELLANEOUS
 Liability of the Plan Sponsor and Company; Nature of Obligation
 Right of Set-Off
 No Guarantee of Employment or Continued Service
 Benefits Not Assignable
 Severability
 Tax Withholding
 Headings
 Governing Law
 -11-