CHFC 2018 Proxy Statement

Compensation and Pension Committee Report In fulfilling its oversight responsibilities, the Compensation and Pension Committee ("Compensation Committee") reviewed and discussed the Compensation Discussion and Analysis required by Regulation S-K Item 402(b) with management. Based on this review and discussion, the Compensation Committee recommended to the board of directors (and the board approved) that the Compensation Discussion and Analysis be included in this proxy statement for our 2018 Annual Meeting of Shareholders and Annual Report on Form 10-K for the year ended December 31, 2017. Respectfully Submitted, Arthur A. Weiss, Chair Barbara J. Mahone James R. Fitterling Franklin C. Wheatlake Ronald A. Klein Compensation and Pension Committee Interlocks and Insider Participation Effective August 29, 2017 and through the remainder of 2017, the Compensation Committee was composed of Mr. Weiss, Chair, Ms. Mahone and Mr. Fitterling, Mr. Klein and Mr. Wheatlake. From January 2017 through August 29, 2017, the Compensation Committee was composed of Mr. Fitterling, Chair, Ms. Mahone, Mr. Pelizzari, Mr. Wheatlake and Mr. Anderson (until he retired from the board onApril 26, 2017). None of thesemembers were, during the last fiscal year, an officer or employee of the Corporation or formerly an officer of the Corporation. None of our executive officers served as a member of a compensation committee (or board committee performing a similar function) of another entity, or served as a director of another entity, for which any executive officer of these entities served as a member of the Compensation Committee or as a director of the Corporation. Compensation Consultant As discussed further under "Compensation Discussion andAnalysis," the Compensation Committee engagedAon Hewitt ("Aon") to provide the Compensation Committee with independent executive compensation consulting and advisory services in 2017. Aon was paid aggregate fees of $129,338 for such services. In addition to these services, McLagan, a separate division ofAon, provided incentive plan benchmarking and review services to the Corporation during 2017 and was paid aggregate fees of $273,544 for such services. The Compensation Committee was aware of these additional services and, in recognition of the fact that Aon’s executive compensation consulting division is managed as a single, separate business unit within Aon as well as the fact that fees paid to Aon by the Corporation comprised a negligible percentage of Aon’s total annual revenues, determined that there was no conflict of interest. 23