As soon as possible after the end of the Plan Year, the Finance Department will measure the Actual Organic Deposit Growth results for WAL. Adjustments may be made to these calculations to account for windfalls, etc.

Following are the definitions/calculations on which this portion of the bonus will be based:

A calculation will be made for the WAL Growth in Organic Deposits (15% of target).

Calculation: The percent of Target bonus paid for Organic Deposit Growth will be calculated based on the following schedule:

Less than <3%

Between 3% - 6%

Between 6% - 9%

In order to receive more than 100% of the Organic Deposit growth portion of the bonus:

WAL must achieve a growth of more than 6% in Organic Deposits to pay more than 100% for the goal being measured, and

Participant must meet individual goals in this respective area.

As soon as possible after the end of the Plan Year, the Finance Department will measure the Actual Loan results for WAL. Adjustments may be made to these calculations to account for windfalls, etc.

Following are the definitions/calculations on which this portion of the bonus will be based:

A calculation will be made for WAL Growth in Total Loans (15% of target).

Calculation: The percent of Target bonus paid for Loan will each be calculated based on the following schedule:

Less than <3%

Between 3% - 6%

Between 6% - 9%

In order to receive more than 100% of the Loan growth portion of the bonus:

WAL must achieve a growth of more than 6% in Loans to pay more than 100% for the goal being measured, and

Participant must meet individual goals in this respective area.

Less than <$18 million

Between $18 -$21

Between $21 -$30

Less than <$100 million

Between $100 - $110

Between $110 – $120

>1.5%

1.5% -1.3%

1.3% - 1.1%

>3.0%

3.0% - 2.5%

2.5% - 2.0%

Quality control refers to the effectiveness of the Corporation’s regulatory examinations and internal audits.

Quality Control will be measured in the following two areas:

All Regulatory Examinations (5%)

Internal Audits (5%)

The maximum pay out on this quality control is 100%

Quality Control performance will be measured and assessed by the WAL Audit Committee

All participants below the level of Vice President will be paid out according to the bonus formula

All Vice Presidents and above (excluding members of the Executive Management Committee) will be evaluated at the end of the plan year. Based upon these evaluations, participants final bonus payout will range from 75% to 125% of overall payout.

Each officer will be evaluated in the following areas:

Ability to Work within a Team setting

Initiative/Proactive

Customer Service Focus

Commitment to Quality

Planning/Organization

Leadership

Strategic Thinking

Mentoring

Communication

Development

Executive Management Committee members cannot receive more than 33% of their Target bonuses unless WAL achieves positive net income for fiscal year 2011.

Participants must meet individual loan and organic deposit production goals, if assigned, or their total bonus may be reduced or eliminated.

A participant’s bonus may be reduced or eliminated if, in the discretion of Management, i) the department’s loan review and/or audits are rated below satisfactory and/or not adhering to safety, soundness, and approved operational procedures, ii) any participant, their branch or department earns a rating of less than “Satisfactory,” iii) the department’s credit underwriting and/or portfolio management practices are rated below “Satisfactory” and/or not adhering to safety and soundness, or iv) the participant, their branch or department has not contributed adequately to the financial results attributed to them.

This is a discretionary bonus plan and, in order to receive payment of any bonus under this Plan, the participant must be employed by WAL at the time payment is made, which will be no later than March 15th.

Designation as a participant in the Plan does not create a contract of employment for any specified time, nor shall such act to alter or amend WAL’s “at-will” policy of employment.

If any participant’s performance is rated as falling below job expectations or as less than satisfactory at any time during the Plan Year, or if the participant is subject to any written disciplinary action, the bonus payment will be reduced or eliminated.

Participants who transfer during the year will participate in the Plan applicable to the department they are in at year-end. If extenuating circumstances arise, exceptions to this policy will be considered on a case by case basis.

A change in officer title occurring during the year will not change the target bonus percentage.

Awards will be paid through the normal payroll process to participants. All awards will be subject to applicable taxes. Awards do not constitute commissions or additional wages, and participants have no vested interests in the benefits of the Plan, except as expressly provided for herein.

Awards under this Plan will be used in calculating covered earnings for benefit purposes for the 401(k) and Life Insurance Plans but not for Long Term Disability Insurance.

Timely and accurate completion of all business plans, reports, budgets and other planning exercises is required for payment under the Plan.

Acknowledgment from the HR Department that offices and officers have conformed to bank policy in timeliness of annual reviews, controllable turnover, and all other areas of HR administration is required for payment under this Plan.

Performance measurements and statistics will be based on calculations completed by the Finance Division of WAL. Any questions about the results or the bonus calculations must be submitted to the Plan Administrator within 30 days after the calculations have been completed and published, after which time no inquiries will be considered.

Management retains the right in its sole discretion to adjust bonuses to reflect “windfall” changes (i.e., transfer of unusually large accounts or loans between offices, etc.).

This Plan is governed and interpreted by the Plan Administrator, whose decisions shall be final. This is a discretionary program and the Plan Administrator or the Board of Directors of WAL reserves the right to terminate or alter this bonus program at any time.

Participants are eligible to participate in only one annual bonus plan (could also be paid out quarterly), and Management has the discretion to assign any team member to the particular plan it deems appropriate.

The intent of WAL Management is to fairly reward team members for adding value to the Company. If any adjustments need to be made to allow this Plan to accomplish its purpose, the Incentive Compensation Committee in its sole discretion can make those adjustments.

Organic Deposit Growth Performance

Deposit Growth Achieved

% of Deposit Target Bonus Paid

Organic Loan Growth

Loan Growth Achieved

Loan Growth Target Paid

Net Income Growth Performance

Net Income Achieved

Net Income Growth Target Paid

Pre Pre Earnings Performance

Pre Pre Earnings

Pre Pre Earnings Target Paid

Credit Quality Performance 10%

Net Charge Offs achieved

% of Goal Paid

NPA percentage achieved

% NPA Goal Paid

Regulatory Examines (5%) WAL Audit Committee determined PASS

Internal Audits (5%) WAL Audit Committee determined PASS

 

$4,800     

$720     

X 75%     

$540