The Compensation and Benefits Committee and Board of Directors Resolutions Establishing Such Committee

This Charter sets forth the purpose, procedures and duties of the Compensation and Benefits Committee. The Committee oversees the establishment, maintenance and administration of Bank's compensation programs and employee benefit plans, including reviewing and approving the executive officers' compensation.

This policy regarding committee charters describes (i) the process by which Bank directors create Committees and appoint members, (ii) the rules regarding how Board Committees are governed and (iii) the rules regarding the authority which may be exercised by Bank Committees.

This model policy is intended to be modified by the bank to meet its specific organization’s needs.

Materials in this policy were prepared by the Boardman & Clark LLP Banking Group.