CHANGE OF CONTROL AGREEMENT
THIS AGREEMENT, made as of the 17th day of April, 2003, by and between CHEROKEE BANK, N.A.
(hereinafter referred to as "Bank") and JOHN S. MOREAU (hereinafter referred to as "Employee"), establishes
a severance arrangement between the parties in the event of a change of control of Bank.
WHEREAS, Employee is currently serving as the Senior Lending Officer of Cherokee Bank, N.A. and
WHEREAS, Bank desires that Employee continue to serve as the Senior Lending Officer of the Bank by
providing Employee a measure of security; and
WHEREAS, Bank wants to continue to have the benefits of Employee's full time and attention to the affairs of the
Bank without diversion due to concerns about a possible change of control;
NOW, THEREFORE, in consideration of ONE DOLLAR and other good and valuable consideration, receipt of
which is hereby acknowledged, Bank and Employee agree as follows:
1. PAYMENT OF SEVERANCE AMOUNT. If the Employee's employment by the Bank or any subsidiary or
successor of the Bank shall be subject to an Involuntary Termination within the Covered Period, then the Bank
shall pay to the Employee an amount equal to the Severance Amount, payable within 15 days after the
Termination Date. In addition, Employee will immediately be entitled to payment of the Severance Amount and
the other benefits hereunder if, following a Change of Control, any successor to Bank refuses to acknowledge
and accept the obligations of Bank hereunder either directly or by operation of law. If for any reason or no
reason, the Bank takes the position that some or all of the benefits provided hereunder are not due and owing to
Employee or that it will not pay Employee any or all of the benefits provided hereunder, Employee may, at his
discretion, submit the resolution of such dispute to arbitration as provided in Paragraph 5 below by notifying
Bank in writing of his intent to do so.
2. DEFINITIONS. All the terms defined in this Paragraph 2 shall have the m