Capital Banker

For the term expiring at the 2009 Annual Meeting, non-employee directors will be paid a retainer of $20,000 per year, plus $1,000.00 for each meeting of the Board of Directors or of its committees they attend. Pursuant to the 2008 Long-Term Incentive Plan for Non-Employee Directors, on the first business day following the annual meeting, each non-employee director receives an annual grant of 1000 shares of Common Stock, plus an additional 500 shares of Common Stock for each committee he or she chairs or for serving as lead independent director. The shares are restricted and may not be sold while the holder is a director at Capital Banker. Directors are eligible to participate in the Capital Banker Foundation Matching Gift Program, which provides matching contributions of up to an aggregate of $50,000 per year to institutions of higher learning and arts and cultural organizations. In addition, Capital Banker reimburses non-employee directors for expenses related to service on the Board, including hotel, airfare and meals for themselves and their significant others, and permits, subject to availability, non-employee directors to make use of company aircraft and office space.