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SECOND AMENDED AND RESTATEDAGREEMENT
THIS SECOND AMENDED AND RESTATED AGREEMENT ("Agreement") by and among
CORNERSTONE BANK, a New Jersey chartered commercial bank (the "Bank"),
CORNERSTONE FINANCIAL CORPORATION, a New Jersey business corporation (the
"Company, and collectively with the Bank, the "Employer") and GEORGE W. MATTEO,
JR., an individual (the "Executive").
W I T N E S S E T H :
WHEREAS, Employer employs Executive as its President and Chief
Executive Officer; and
WHEREAS, Employer and the Executive desire to enter in an agreement
regarding, among other things, the employment of and services to be rendered by
the Executive. AGREEMENT:
NOW, THEREFORE, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. EMPLOYMENT. The Executive is hereby employed on the terms and
conditions set forth in this Agreement.
2. DUTIES OF EXECUTIVE. The Executive shall perform and discharge well
and faithfully such duties as an executive officer of Employer as may be
assigned to the Executive from time to time by the Boards of Directors of
Employer. The Executive shall be employed as Chairman and Chief Executive
Officer of Employer, and shall be a member of such other management committees
as the Executive may choose, and shall hold such other titles as may be given to
him from time to time by the Boards of Directors of Employer. The Executive
shall devote his full time, attention and energies to the business of Employer
and shall not, during the Employment Period (as defined in Section 3 hereof), be
employed or involved in any other business activity, whether or not such
activity is pursued for gain, profit or other pecuniary advantage; provided,
however, that this Section 2 shall not be construed as preventing the Executive
from (a) investing the Executive's personal assets, (b) acting as a member of
the Board of Directors of any other corporation or as a member of the Board of
Trustees of any other organization, or (c) being involved in any other
substantial activity with the prior written approval of the Boards of Directors
of the Employer.
3. TERM OF EMPLOYMENT. The Executive's employment under this Agreement
shall be for a period (the "Employment Period") commencing on the date of this
Agreement and, except as provided for under Section 6 hereof, ending on March
31, 2012, provided that on the first and each subsequent annual anniversary date
of the termination or ending date of this Agreement, and unless a party has
given the other party written notice at least sixty (60) days prior to such
anniversary date that such party does not agree to renew this Agreement, the
term of this Agreement and the Employment Period shall be deemed renewed for a
term ending one (1) year subsequent to such anniversary date, unless sooner
terminated in accordance with this Section 5 hereof or one of the following
provisions:
(a) The Executive's employment under this Agreement may be terminated
at any time during the Employment Period for "Cause" (as herein defined), by
action of the Boards of Directors of Employer, upon giving notice of such
termination to the Executive at least fifteen (15) days prior to the date upon
which such termination shall take effect. As used in this Agreement, "Cause"
means any of the following events:
(i) Violation of any law, rule or regulation (other than
traffic violations or similar minor offenses) that reflects adversely on the
reputation of the Company, any felony conviction, any violation of law involving
fraud, dishonesty or moral turpitude, or which would otherwise, in the
reasonable discretion of Employer's Boards of Directors, reflect negatively on
the reputation of Employer, or any violation of any written agreement or order
with or issued by any regulatory authority having jurisdiction over Employer;
(ii) The Executive willfully fails to follow the lawful
instructions of the Boards of Directors of Employer after the Executive's
receipt of written notice of such instructions, other than a failure resulting
from the Executive's incapacity because of physical or mental illness; or
(iii) Executive's ineligibility to serve as an officer of
director of a bank or a publicly-held corporation under any Federal or state law
or regulation or order of the Securities and Exchange Commission or any bank
regulatory agency having jurisdiction over the Bank or the Executive.
If the Executive's employment is terminated under the provisions of this Section
3(a), then all rights of the Executive under Section 4 hereof shall cease as of
the effective date of such termination.
(b) The Executive's employment under this Agreement may be terminated
at any time during the Employment Period without "Cause" (as defined in Section
3(a) hereof), by action of the Boards of Directors of Employer, upon giving
notice of such termination to the Executive at least thirty (30) days prior to
the date upon which such termination shall take effect. If the Executive's
employment is terminated under the provisions of this Section 3(b), then the
Executive shall be entitled to receive the compensation and benefits set forth
in Section 6 or Section 7 hereof, whichever shall be applicable. To the extent
the Executive becomes entitled to and receives the payment and benefits set
forth in Section 6 or 7, such payments and benefits shall constitute liquidated
damages for any possible breach of this Agreement by the Employer and shall
represent the maximum extent of liability therefore that the Executive can claim
against the Employer or any of its affiliates or Directors.
(c) If the Executive dies, the Executive's employment under this
Agreement shall be deemed terminated as of the date of the Executive's death,
and all rights of the Executive under Section 4 hereof shall cease as of the
date of such termination and any benefits payable to the Executive shall be
determined in accordance with the retirement and insurance programs of Employer
then in effect.
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(d) If the Executive is incapacitated by accident, sickness, or
otherwise so as to render the Executive mentally or physically incapable of
performing the services required of the Executive under Section 2 of this
Agreement for a continuous period of five (5) months, then, upon the expiration
of such period or at any time thereafter, by action of the Boards of Directors
of Employer, the Executive's employment under this Agreement may be terminated
immediately upon giving the Executive notice to that effect. If the Executive's
employment is terminated under the provisions of this Section 3(d), then all
rights of the Executive under Section 4 hereof shall cease as of the last
business day of the week in which such termination occurs and any benefits
payable to the Executive shall be determined in accordance with the retirement
and insurance programs of Employer then in effect.
(e) The Executive may resign for "Good Reason" (as herein defined). As
used in this Agreement, "Good Reason" means any of the following:
(i) Any reduction in title, change in reporting structure or
significant reduction in the Executive's responsibilities, authority or status,
including such responsibilities and authority as the same may be increased at
any time during the term of this Agreement, or the assignment to the Executive
of duties inconsistent with the Executive's status as Chairman and Chief
Executive Officer of Employer;
(ii) Any reassignment of the Executive which necessitates or
requires the Executive to move his principal residence;
(iii) Any removal of the Executive from office or any material
adverse change in the terms and conditions of the Executive's employment, except
for either a termination of the Executive's employment under the provisions of
Section 3(a) hereof;
(iv) Any reduction in the Executive's annual base salary as in
effect on the date hereof or as the same may be increased from time to time;
(v) Following a Change in Control, any failure of Employer to
provide the Executive with benefits at least as favorable as those enjoyed by
the Executive under any of the retirement, life insurance, medical, health and
accident, disability or other employee plans of Employer in which the Executive
participated at the time of the Change in Control, or the taking of any action
that would materially reduce any of such benefits in effect at the time of the
Change in Control;
(vi) Any failure of Employer to provide the Executive with
benefits at least as favorable as those received by any comparable executive
employees of Employer under any of the retirement, life insurance, medical,
health and accident, disability or other employee benefit plans or policies of
Employer, unless such reduction is part of a reduction applicable to all
comparable executive employees;
(vii) Any material failure to obtain a satisfactory agreement
from any successor to assume and agree to perform this Agreement, as
contemplated in Section 14 hereof;
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(viii) Any breach of a material provision of this Agreement on
the part of the Employer.
Provided that the Executive has given Employer written notice of any event
constituting Good Reason and such event remains uncured for thirty (30) days
after such notice, Executive may, at the option of the Executive, resign from
employment with Employer under this Agreement by delivering notice in writing
(the "Notice of Termination") delivered to Employer (or its successor), and the
provisions of either Section 6 or Section 7 hereof shall thereupon apply.
Section 6 shall apply where "Good Reason" resulted from or occurred
contemporaneous with a Change in Control as defined by Section 5 hereof. Section
7 shall apply in all other instances where "Good Reason" exists. Should
Executive resign for any reason other than those specified in Sections (e)(i)
thru (viii), it shall be considered a voluntary resignation and all rights of
Executive under Section 4 shall cease as of the date of such voluntary
resignation.
4. EMPLOYMENT PERIOD COMPENSATION.
(a) SALARY. For services performed by the Executive under this
Agreement, Employer shall pay (or cause to be paid to) the Executive a salary,
during the Employment Period, at no less than $375,000 per year, with
adjustments thereafter as determined by the Board of Directors of the Company.
(b) BONUS. Executive shall be eligible to participate in any bonus plan
implemented by Employer (commencing at such time as the Boards of Directors of
Employer - in its sole and absolute discretion - decides to implement such a
plan) for executive employees, on terms no less favorable than that applicable
to any comparable executive employees of Employer. Notwithstanding the
foregoing, in lieu of Executive's participation in any bonus plan established
for any other comparable executive employees, Employer may establish a bonus
plan specific to Executive, which shall be at least as favorable to Executive as
any plan applicable to any or all comparable executive employees.
(c) OTHER BENEFITS. Employer will provide the Executive, during the
Employment Period, with insurance, vacation, retirement, and other fringe
benefits, which benefits are, in the aggregate, not less favorable than those
received by any comparable executive employees of Employer.
(d) STOCK-BASED COMPENSATION. Executive shall be entitled to
participate in any equity based incentive plans implemented by Employer for its
executive level employees.
(e) OTHER MATTERS.
(i) The Executive shall be entitled to the use of an
automobile and/or automobile allowances consistent with his title and
responsibilities, as determined in the reasonable discretion of the Boards of
Directors of Employer.
(ii) The Executive shall be paid or reimbursed for country
club dues and business-related expenses in accordance with policies and
procedures adopted by the Boards of Directors of Employer.
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5. CHANGE IN CONTROL.
(a) As used in this Agreement, "Change in Control" means a change of
control of a nature that would be required to be reported in response to Item
6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), as enacted and in force on the
date hereof, whether or not the Company is then subject to such reporting
requirement; provided, however, that, without limitation, such a Change in
Control shall be deemed to have occurred if:
(i) Any "person" (including a group acting in concert, as the
term "person" is defined in Section 13(d) of the Exchange Act, as enacted and in
force on the date hereof) becomes the "beneficial owner" (as that term is
defined in Rule 13d-3, as enacted and in force on the date hereof, under the
Exchange Act) of securities of the Company representing thirty five (35%)
percent or more of the combined voting power of the Company's securities then
outstanding;
(ii) There occurs a merger, consolidation or other business
combination or reorganization to which the Company is a party, whether or not
approved in advance by the Board of Directors of the Company in which (A) the
members of the Board of Directors of the Company immediately preceding the
consummation of such transaction do not constitute a majority of the members of
the Board of Directors of the resulting corporation and of any parent
corporation thereof immediately after the consummation of such transaction, and
(B) the shareholders of the Company immediately before such transaction do not
hold fifty-one (51%) percent or more of the voting power of securities of the
resulting corporation;
(iii) There occurs a sale, exchange, transfer, or other
disposition of substantially all of the assets of the Company to another entity,
whether or not approved in advance by the Board of Directors of the Company, and
as a result of such transaction the shareholders of the Company immediately
before such transaction do not hold fifty-one (51%) percent or more of the
voting power of securities of the resulting corporation;
(iv) A plan of liquidation or dissolution, other than pursuant
to bankruptcy or insolvency, is adopted; or
(v) During a period of two (2) consecutive years, individuals
who at the beginning of such period constitute the Board of Directors of the
Company cease to constitute a majority of such Board (unless the election or
nomination of each new director was approved by a vote of at least fifty-one
(51%) percent of directors who were directors at the beginning of such period).
6. RIGHTS IN EVENT OF TERMINATION OF EMPLOYMENT AFTER CHANGE IN CONTROL.
In the event that during the twenty-four (24) months following a Change
in Control Executive resigns from employment for Good Reason or Executive's
employment is terminated without Cause, Executive shall be absolutely entitled
to receive the amounts and benefits set forth in this section. Notwithstanding
the provisions of Section 3 hereof, following a Change in Control, this
Agreement shall be deemed to have a term of twenty-four (24) months from the
consummation of such Change in Control.
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(a) For a period of two (2) years from the date of termination of
employment, Executive shall be paid his Current Compensation at Termination.
(i) For purposes of this section, the term "Current
Compensation at Termination" means the sum of (A) the greatest of the
Executive's base salary as of the date of termination of employment (or prior to
any reduction thereof resulting in Good Reason for resignation) and for any of
the three (3) immediately preceding calendar years, and (B) a dollar amount
equal to the highest of the awards Executive received as bonuses in any of the
three (3) calendar years preceding the year in which the termination of
employment occurs, or preceding and including the year of termination of a bonus
was previously paid in said year.
(b) Amounts required to be paid to Executive under Section 6(a) shall
be paid in equal monthly installments, beginning on the later of (i) thirty (30)
days following the date of termination of employment, or (ii) the receipt by the
Company of the approval of payment of such amounts by any applicable regulatory
agency to the extent such approval is required at that time.
(c) For a period of two (2) years from the date of termination of
employment, Executive shall receive a continuation of all life, disability,
medical insurance and other normal welfare benefits in effect with respect to
Executive during the two (2) calendar years prior to his termination of
employment, or, if Employer (or its successor) cannot provide such benefits
because Executive is no longer an employee, a dollar amount which after any
applicable taxes is equal to the cost to Executive of obtaining such benefits
(or substantially similar benefits).
(d) In the event that the amounts and benefits payable under this
Agreement, when added to other amounts and benefits which may become payable to
the Executive by the Employer and any affiliated company, are such that he
becomes subject to the excise tax provisions of Section 4999 of the Internal
Revenue Code of 1986, as amended, and regulations promulgated thereunder (the
"Code"), Employer shall pay him such additional amount or amounts as will result
in his retention (after the payment of all federal, state and local excise,
employment and income taxes on such payments and the value of such benefits) of
a net amount equal to the net amount he would have retained had the initially
calculated payments and benefits not been subject to such excise taxes under
Code Section 4999. For purposes of the preceding sentence, the Executive shall
be deemed to be subject to the highest marginal federal, relevant state and
relevant local tax rates. All calculations required to be made under this
subsection shall be made by Employer's independent public accountants, subject
to the right of Executive's representative to review the same. All such amounts
required to be paid shall be paid at the time any withholding may be required
under applicable law, and any additional amounts to which the Executive may be
entitled shall be paid or reimbursed no later than fifteen (15) days following
confirmation of such amount by Employer's accountants. In the event any amounts
paid hereunder are subsequently determined to be in error because estimates were
required or otherwise, the parties agree to reimburse each other to correct such
error, as appropriate, and to pay interest thereon at the applicable federal
rate (as determined under Code Section 1274 for the period of time such
erroneous amount remained outstanding and unreimbursed). The parties recognize
that the actual implementation of the provisions of this subsection are complex
and agree to deal with each other in good faith to resolve any questions or
disagreements arising hereunder.
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(e) Notwithstanding any other provision of this Section, no cash
payments shall be made to Executive pursuant to this Section unless and until he
has experienced a "separation from service" with Employer and its affiliates,
within the meaning of Code Section 409A. In addition, if the Executive is a
"specified employee," within the meaning of Code Section 409A, such cash
payments shall be suspended for a period of six months from the date of such
separation from service. Any cash payments so suspended shall be made in a
single lump sum as soon as practicable following the expiration of such
six-month period.
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7. RIGHTS IN EVENT OF TERMINATION OF EMPLOYMENT WITHOUT CAUSE OR
EXECUTIVE'S RESIGNATION FOR GOOD REASON IN ABSENCE OF CHANGEIN CONTROL. In the
event that Executive's employment is terminated by Employer without Cause, or
Executive shall have resigned for Good Reason, and in either case prior to the
occurrence of a Change in Control, Executive shall be entitled to receive the
amounts and benefits set forth in this section.
(a) For a period of the greater of eighteen (18) months from the date
of termination of employment or the remaining term of this Agreement, Executive
shall be paid his Current Compensation.
(i) For purposes of this section, the term "Current
Compensation at Termination" means the sum of (A) Executive's base salary as of
the date of termination of employment (or prior to any reduction thereof
preceding termination of employment), and (B) a dollar amount equal to the
average of the awards Executive received as bonuses for each of the three (3)
calendar years preceding the year in which the termination of employment occurs,
or preceding and including the year of termination of a bonus was previously
paid in said year.
(ii) Amounts required to be paid to Executive under Section
7(a) shall be paid in equal monthly installments, beginning on the later of (i)
thirty (30) days following the date of termination of employment, or (ii) the
receipt by Employer of the approval of payment of such amounts by any applicable
regulatory agency to the extent such approval is required at that time.
(b) For a period of the greater of eighteen (18) months from the date
of termination of employment or the remaining term of this Agreement, Executive
shall receive a continuation of all life, disability, medical insurance and
other normal welfare benefits in effect with respect to Executive during the two
(2) calendar years prior to his termination of employment, or, if Employer
cannot provide such benefits because Executive is no longer an employee, a
dollar amount which after any applicable taxes is equal to the cost after-tax to
Executive of obtaining such benefits (or substantially similar benefits).
(c) Executive shall not be required to mitigate the amount of any
payment provided for in this section by seeking employment or otherwise.
(d) Notwithstanding any other provision of this Section, no cash
payments shall be made to Executive pursuant to this Section unless and until he
has experienced a "separation from service" with Employer and its affiliates,
within the meaning of Code Section 409A. In addition, if the Executive is a
"specified employee," within the meaning of Code Section 409A, such cash
payments shall be suspended for a period of six (6) months from the date of such
separation from service. Any cash payments so suspended shall be made in a
single lump sum as soon as practicable following the expiration of such
six-month period.
8. COVENANT NOT TO COMPETE: NON-SOLICITATION OF CUSTOMERS AND
EMPLOVEES.
(a) If Executive voluntarily resigns his employment without "Good
Reason" hereunder during the term of this Agreement, Executive agrees that, for
a period of twelve (12) months following the date of the termination of his
employment, Executive shall not work directly or indirectly for or on behalf of
another insured depository institution that offers products or services similar
or equivalent to those offered by Employer in the geographic area in which
Employer or its affiliates are conducting such business at the date of
termination of Executive's employment. In addition, during such twelve (12)
month period. Executive shall not solicit customers or employees of Employer or
any of its affiliates to cease doing business, in whole or in part, or cease
employment with Employer or any of its affiliates.
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(b) Executive further agrees that if any portion of the covenants set
forth in this Agreement or the application thereof, is construed to be invalid
or unenforceable, the remainder of the covenant or covenants shall then be given
full force and effect without regard to the invalid or unenforceable portions
thereof, whether because of the area covered, the duration thereof, or the scope
thereof. Executive further agrees that the court making such determination shall
have the power to reduce the area and/or duration, and/or limit the scope
thereof and the covenant(s) as thereafter reformed shall be enforceable in its
reduced form and binding upon Executive.
9. ARBITRATION. Employer and the Executive recognize that in the event
a dispute should arise between them concerning the interpretation or
implementation of this Agreement, lengthy and expensive litigation will not
afford a practical resolution of the issues within a reasonable period of time.
Consequently, each party agrees that all disputes, disagreements and questions
of interpretation concerning this Agreement are to be submitted for resolution
to the American Arbitration Association (the "Association") in Philadelphia,
Pennsylvania. Employer or the Executive may initiate an arbitration proceeding
at any time by giving notice to the others in accordance with the rules of the
Association. The Association shall designate a single arbitrator to conduct the
proceeding, but Employer or the Executive may, as a matter of right, require the
substitution of a different arbitrator chosen by the Association. Each such
right of substitution may be exercised only once. The arbitrator shall not be
bound by the rules of evidence and procedure of the courts of the State of New
Jersey but shall be bound by the substantive law applicable to this Agreement.
The decision of the arbitrator, absent fraud, duress, incompetence or gross and
obvious error of fact, shall be final and binding upon the parties and shall be
enforceable in courts of proper jurisdiction. Following written notice of a
request for arbitration, Employer and the Executive shall be entitled to an
injunction restraining all further proceedings in any pending or subsequently
filed litigation concerning this Agreement, except as otherwise provided herein.
Employer will pay the costs of arbitration, including filing fees and arbitrator
expenses.
10. NOTICES. Any notice required or permitted to be given under this
Agreement shall be deemed properly given if in writing and if mailed by
registered or certified mail, postage prepaid with return receipt requested, to
the residence of the Executive last shown on the payroll records of the
Employer, in the case of notices to the Executive, and to the principal office
of the Employer, 6000 Midlantic Drive, Mount Laurel, New Jersey 08054 Attn:
Donna J. McDermott, S.V.P. in the case of notices to Employer.
11. WAIVER. No provision of this Agreement may be modified, waived, or
discharged unless such waiver, modification, or discharge is agreed to in
writing and signed by the Executive and an executive officer of Employer
specifically designated by the Boards of Directors of Employer. No waiver by any
party hereto at any time of any breach by any other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.
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12. ASSIGNMENT. This Agreement shall not be assignable by either party
hereto, except by Employer to any successor in interest to the business of
Employer.
13. ENTIRE AGREEMENT; TERMINATION OF PRIOR AGREEMENT. This Agreement
contains the entire agreement of the parties relating to the subject matter of
this Agreement and supersedes any prior agreement of the parties. Upon the
execution of this Agreement, that certain Agreement between the Bank and
Executive dated January 10, 2008 shall be superseded by this Agreement, and the
parties shall be deemed to have fully performed under such prior agreement, and
no further performance or obligations shall be owing.
14. SUCCESSORS. BINDING AGREEMENT.
(a) Employer will require any successor (whether direct or indirect, by
purchase, merger, consolidation, or otherwise) to all or substantially all of
the business and/or assets of Employer to expressly assume and agree to perform
this Agreement in the same manner and to the same extent that Employer would be
required to perform it if no such succession had taken place. Failure by
Employer to obtain such assumption and agreement prior to the effectiveness of
any such succession shall constitute a breach of this Agreement and the
provisions of Section 6 hereof shall apply. As used in this Agreement,
"Employer" shall mean Employer as hereinbefore defined and any successor to the
respective business and/or assets of Employer as aforesaid which assumes and
agrees to perform this Agreement by operation of law, or otherwise.
(b) This Agreement shall inure to the benefit of and be enforceable by
the Executive's personal or legal representatives, executors, administrators,
heirs, distributes, devisees, and legatees. If the Executive should die while
any amount is payable to the Executive under this Agreement if the Executive had
continued to live, all such amounts, unless otherwise provided herein, shall be
paid in accordance with the terms of this Agreement to the Executive's devisee,
legatee, or other designee, or, if there is no such designee, to the Executive's
estate.
15. TERMINATION. Any termination of the Executive's employment under
this Agreement or of this Agreement shall not affect the provisions of Sections
6, 7 or 8 hereof which shall survive any such termination and remain in full
force and effect in accordance with their respective terms.
16. VALIDITY. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.
17. APPLICABLE LAW. This Agreement shall be governed by and construed
in accordance with the domestic laws (but not the law of conflict of laws) of
the State of New Jersey.
18. HEADINGS. The headings of the Sections of this Agreement are for
convenience only and shall not control or affect the meaning or construction or
limit the scope or intent of any of the provisions of this Agreement.
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19. EFFECTIVE DATE. This Agreement shall become effective immediately,
upon the execution and delivery of this Agreement by the parties hereto.
20. COOPERATION COVENANT. Both during and after the Employment Period,
the Executive shall cooperate fully with Employer and with any legal counsel,
expert or consultant it may retain to assist it in connection with any judicial
proceeding, arbitration, administrative proceeding, governmental investigation
or inquiry or internal audit in which Employer or any affiliate thereof,
including the Bank, may be or become involved, including full disclosure of all
relevant information and truthfully testifying on Employer's behalf (or, at the
request of Employer, on behalf of such affiliate of Employer, including the
Bank) in connection with any such proceeding or investigation.
21. TAX WITHHOLDING. All payments made and benefits provided hereunder
shall be subject to required tax withholding. In the case of a noncash benefit,
Employer may require the Executive, as a condition of the receipt of such
benefit, to deposit sufficient funds with Employer to discharge any required
withholding obligation.
22. REPRESENTATION OF EXECUTIVE. As an inducement to entering into this
Agreement, the Executive represents to Employer that his execution of and
performance under this Agreement will not constitute a violation by him of any
written or other contract, understanding, arrangement, duties or other
obligation pertaining to his performance of personal services, solicitation of
employees or customers, or other conduct on his part contemplated by this
Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
Attest:
CORNERSTONE BANK
/s/ /s/
_________________________ _________________________________
By: J. Richard Carnall,
Vice Chairman of the Board
Attest: CORNERSTONE FINANCIAL CORPORATION
/s/ /s/
_________________________ _________________________________
By: J. Richard Carnall,
Vice Chairman of the Board
/s/
_________________________________
George W. Matteo, Jr.
Dated November 16, 2011
