2012-2013 Executive Officer Transition Incentive Compensation Plan (Transition Plan)

The purpose of this Transition Plan effective January 1, 2012 is to assist in the transition of the Bank's executive incentive plan from a plan without a deferred component to one with a deferred component. The Transition Plan shall be administered consistent with the terms of the Bank's 2012 Executive Officer Incentive Compensation Plan (“2012 Plan”), excluding those provisions governing deferred awards. Capitalized terms used in this Transition Plan but not defined herein shall have the meanings ascribed to them under the 2012 Plan and the definitions of “disability,” “involuntary termination,” and “retirement” shall also have the meanings ascribed to them under the 2012 Plan. Unless expressly set forth otherwise in this Transition Plan, payments under the Plan are intended to satisfy the “short-term deferral” exception under Section 409A of the Internal Revenue Code (“Code”).

The annual goals under the 2012 Plan shall serve as the 2012 goals under this Transition Plan. The annual goals established under any 2013 executive incentive compensation plan shall serve as the 2013 goals under this Transition Plan.

The award levels under this Transition Plan for each of 2012 and 2013 are set forth below, expressed as a percentage of the participant's base salary:

The 2012 Transition Award payments shall be made by March 15, 2013, at the same time as the Bank makes payment of the 2012 Current Incentive Award payment under the 2012 Plan. 2013 Transition Award payments shall be made by March 15, 2014 at the same time as the Bank makes payment of the current amount of any 2013 incentive awards. In no event shall the aggregate amount of any Transition Award payment, Current Incentive Award and Deferred Incentive Award installments paid to a participant in any payment year exceed 100 percent of the participant's base salary.