DIRECTORS' FEE DEFERRAL AGREEMENT

1.1.1

“Change in Control” means the transfer of 51% or more of the Bank’s outstanding voting common stock followed within twenty-four months by termination of the Director’s status as a member of the Bank’s Board of Directors.

1.1.2

“Code” means the Internal Revenue Code of 1986, as amended. References to a code section shall be deemed to be that section as it now exists and to any successor provision.

1.1.3

“Election Form” means the form attached as Exhibit I.

1.1.4

“Fees” means the total Directors fees payable to the Director.

1.1.5

“Insurance Policy” means a single premium life insurance policy which may be acquired by the Bank, in its sole discretion, as the sole owner, on the life of the Director in connection with this Agreement.

1.1.6.

“Joint and Survivor Annuity Payments” means a form of benefit equal to the monthly payments that would be payable under a straight-life, maximum monthly payment, lifetime joint and survivor annuity for the Director and the Director’s spouse, that could be purchased from an issuer rated superior by A.M. Best (or, in the Bank’s discretion, with an equivalent rating from another rating organization of similar reputation) for cash equal to the applicable amount of benefit. Joint and Survivor Annuity Payments terminate upon the payment for the month of death of the survivor of the Director and this spouse.

1.1.7

“Prime Rate” for a calendar year means the lowest Prime Rate reported for the last business day before January 1 of that year in the “Money Rates” column of the Wall Street Journal, or, if such rate is not published or its definition of such rate in the Wall Street Journal is substantially changed, such reasonably equivalent rate that the Board of Directors of the Bank in its good faith discretion shall establish.

1.1.8

“Termination of Service” means the Director’s ceasing to be a member of the Bank’s Board of Directors (excluding directors emeriti ) for any reason whatsoever.

2.2.1

Generally. The Director may modify the amount of Fees to be deferred by filing with the Bank a signed Election Form. The Election shall set forth the amount of Fees to be deferred and the form of benefit payment. The modified deferral or form of benefit shall not be effective until the calendar year following the year in which the subsequent Election Form is received by the Bank. The Election Form shall be effective to defer only Fees earned after the date the Election Form is received by the Bank.

2.2.2

Hardship. If an unforeseeable financial emergency arising from the death of a family member, divorce, sickness, injury, catastrophe or similar event outside the control of the Director occurs, the Director, by written instruction to the Bank may

cease deferrals under this Agreement.

3.1.1

Deferrals. The Fees deferred by the Director as of the time the fees would have otherwise been paid to the Director.

3.1.2

Interest. On the first day of each month and immediately prior to the payment of any benefits, interest on the account balance since the preceding credit under this Section 3.1.2, if any, at an annual rate, compounded monthly, equal to the Prime Rate for the calendar year for the period or periods for which such accrual is recorded.

4.1.1

Amount of Benefit. The benefit under this Section 4.1 is the Deferral Account balance at the Director’s Termination of Service.

4.1.2

Payment of Benefit. The Bank shall pay the benefit to the Director in the form elected by the Director on the Election Form. The Bank shall continue to credit interest under Section 3.1.2 on any unpaid balance of the benefit, other than benefits for which the Joint and Survivor Annuity Payments form of payment has

been elected.

4.2.1

Amount of Benefit. The benefit under this Section 4.2 is the Deferral Account balance at the date of the Director’s termination of Service.

4.2.2

Payment of Benefit. The Bank shall pay the benefit to the Director in a lump sum within ten calendar days after the Director’s Termination of Service.