Establishment of Credit Terms. The Parties acknowledge and agree that the Credit Terms for the Program (except for the Back Book Assets, which will have the key pricing terms that are in effect immediately prior to the Conversion Date until aligned pursuant to [Section 5.10.2(b)]) shall be as set forth in [Schedule 5.10.2(a)] (Credit Terms), as modified from time to time pursuant to [Section 5.10.2(b)].

Establishment of Award Opportunities. Not later than the 90th day of each Performance Period, the Committee shall establish the Maximum Shares and Target Shares for each Participant’s Award Opportunity for the Performance Period. The Committee shall provide an Award Agreement to each Participant as soon as practical following the establishment of the Maximum Shares and Target Shares under the Participant’s Award Opportunity for the Performance Period.

Establishment of TARGET AWARDs. Each Participant shall have a target award, reflected as a specified amount or a percentage of his or her Base Salary, that will be awarded to the Participant for the designated Plan Year if the established Performance Objectives are achieved at the target level (the “Target Award”). Each Plan Year, # the Committee shall approve the Target Award for each Participant that is a [Section 16] Officer, # the CEO shall approve the Target Award for all Participants other than [Section 16] Officers, and # the Committee shall approve the aggregate cost of Target Awards for all Participants other than [Section 16] Officers. Each Participant’s Target Award percentage will be communicated in writing to the Participant upon such Participant’s initial participation in the Plan, and shall remain in effect until any change thereto is communicated to the Participant in writing. The actual Annual Incentive Award to a Participant may be greater or less than his or her Target Award, depending on the level of achievement of applicable Performance Objectives and such other objective or subjective factors as the Committee with respect to [Section 16] Officers or the CEO with respect to individuals who are not [Section 16] Officers, as applicable, shall deem relevant.

On or prior to the Closing Date, the Accounts Bank shall establish and maintain, in the name of the Lender and on the books and records of the Accounts Bank at the offices of the Accounts Bank, the accounts listed in Exhibit A.

Establishment of the Scorecard. Pursuant to, and subject to, the terms and conditions set forth herein, and in the Plan, the Company hereby establishes the Scorecard, attached hereto as [Exhibit A], based on the objective criteria specified, with which to evaluate the Participant’s performance during the Performance Period. The Scorecard shall represent an objective basis for determining the Performance Percentage for 2024.

Establishment of the Plan. AT&T Inc., a Delaware corporation (the "Company" or "AT&T"), hereby establishes an incentive compensation plan (the "Plan"), as set forth in this document.

Old Point Financial Corporation, a Virginia corporation (the "Company"), hereby establishes the Old Point Financial Corporation 2016 Incentive Stock Plan (the "Plan"). Unless otherwise defined herein, all capitalized terms shall have the meanings set forth in Section 2.1. The Plan permits the grant of Incentive Stock Options, Nonqualified Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Stock Awards, and Performance Units to Key Employees of the Company or its Subsidiaries and the grant of Nonqualified Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Stock Awards, and Performance Units to Non-Employee Directors of the Company or its Subsidiaries.

An annual compensation amount (the "Annual Base Compensation") payable to Non-Employee Directors (hereafter "Directors") of General Electric Company (the "Company") shall be established from time-to-time by the Board of Directors. The Board of Directors may also establish additional compensation amounts to be provided for the lead independent director and members of certain Board committees (in each case, such additional compensation together with the Annual Base Compensation are collectively referred to as the "Annual Compensation"). The amount of Annual Compensation will be reported annually in the Proxy Statement.

Article # Establishment and Purpose.

ARTICLE # ESTABLISHMENT, PURPOSE AND DURATION