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APPROVED BY THE COMPENSATION COMMITTEE 4/24/02

                              EXECUTIVE MANAGEMENT

                       SHORT TERM INCENTIVE PLAN FOR 2002


1.       RISK MANGEMENT (35 POINTS)

         A.       10 POINTS for the year end percentage of non-performing assets
                  (non-accruing and OREO) of 1.5% or less of total loans and
                  LC's, with an additional 5 points if the ratio is 1% or less.

         B.       10 POINTS for achieving the Board approved asset and liability
                  objectives by operating in the "green range" for a minimum of
                  75% of the measurements during the year and crossing into the
                  "red range" for no more than 10% of the measurements during
                  the year.

         C.       10 POINTS for the year-end percentage of classified assets
                  (substandard and doubtful) of 35% or less of risk capital (net
                  worth plus the allowance for loan losses.)

         D.       5 POINTS for satisfactory evaluations from Loan Review,
                  auditors, FCA, and OTS.

2.       CUSTOMER SEGMENT FOCUS (25 POINTS)

         A.       10 POINTS for meeting deposit budget with one additional point
                  added for each $5 million of net new deposits above the budget
                  (up to a maximum of 5 additional points.)

         B.       10 POINTS for "best efforts" evaluation and Low Income and
                  Affordable Housing transactions of $190 million with each
                  $5 million in excess of the goal worth an additional two
                  points up to a maximum of 5.

         C.       5 POINTS for meeting the strategic objectives for 80% of Grow,
                  Maintain and Develop customer segments including the
                  net-interest income and non-interest income objectives.

3.       FINANCIAL (25 POINTS)

         A.       15 POINTS for meeting pretax net income budget.

         B.       5 POINTS for meeting leverage objective.

         C.       5 POINTS for an efficiency ratio of 57% or less (excluding
                  mission related corporate development, NCBDC contribution,
                  strategic plan related implementation expenses, and new
                  markets and products related R&D).

         In addition, an "Add-on" award may be earned by exceeding the pretax
         net income budget goal. The maximum additional award is 5% of salary
         for the CEO and 7.5% of salary for the Executive Council. For each 1%
         that pretax net income exceeds goal, 1% of salary is added to the award
         earned for achievement of the other goals, up to a maximum total award
         of 50% of salary for the CEO and 42.5% of salary for the Executive
         Council.


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EXECUTIVE MANAGEMENT SHORT TERM INCENTIVE PLAN FOR 2002
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4.       LEADERSHIP (15 POINTS)

         A.       10 POINTS for implementing and communicating the current
                  year's components of the strategic plan.

         B.       5 POINTS for meeting objectives in the strategic plan for
                  employee retention, diversity, internal promotions, and
                  Organizational Development.


         AWARD LEVELS

<Table>
<Caption>
                  POINTS                    INCENTIVE AWARD AS A PERCENTAGE
                                            OF YEAR END 2002 BASE SALARY

                                         EXECUTIVE COUNCIL                  CEO
                                         -----------------                  ---
                                                                 
                  50 -  64.9                Up to 15%                       20%
                  65 -  79.9                Up to 25%                       30%
                  80 -  89.9                Up to 30%                       40%
                  90 and over               Up to 35%                       45%
</Table>

         The maximum award may reach 42.5 % for the Executive Council and 50%
         for the CEO if the "Add-on" award in the Financial section is met. The
         CEO determines incentive awards for each Executive Council participant
         based upon the results of this plan and the achievement of individual
         performance objectives. The Compensation Committee determines the award
         for the CEO.

         PARTICIPANTS

         Brookner, Connealy, Hackman, Harris, Hiltz, Johnson,
         Luzik, Reed, Schofield, Simonette, and Snyder