FIRST AMENDMENT TO THE FIRST UNITED SECURITY BANK DIRECTOR RETIREMENT AGREEMENT DATED OCTOBER 16, 2002 FOR WAYNE C. CURTIS

1.11a

“ Specified Employee ” means a key employee (as defined in Section 416(i) of the Code without regard to paragraph 5 thereof) of USB if any stock of USB is publicly traded on an established securities market or otherwise. A Specified Employee shall be specifically defined and determined in accordance with Section 409A of the Code and any and all Treasury regulations and guidance promulgated thereunder.

1.13

“ Termination of Service ” means the termination of the Director’s service with the Company for reasons other than death. Whether a Termination of Service takes place is determined based on the facts and circumstances surrounding the termination of the Director’s service and whether the Company and the Director intended for the Director to provide significant services for the Company following such termination. Notwithstanding the foregoing, a determination of whether a Termination of Service has occurred shall be made in accordance with Section 409A of the Code and any and all Treasury regulations and guidance promulgated thereunder.

1.13a

“ Unforeseeable Emergency ” means a severe financial hardship to the Director resulting from an illness or accident of the Director, the Director’s spouse, the Director’s beneficiary, or the Director’s dependent (as defined in Section 152 of the Code without regard to Section 152(b)(1), (b)(2), and (d)(1)(B)), loss of the Director’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Director as defined in Section 409A of the Code and any and all Treasury regulations and guidance promulgated thereunder.

2.5

Restriction on Timing of Distributions . Notwithstanding any provision of the Agreement to the contrary, if the Director is considered a Specified Employee at Termination of Service under such procedures as established by USB in accordance with Section 409A of the Code, benefit distributions that are made upon Termination of Service may not commence earlier than six (6) months after the date of such Termination of Service. Therefore, in the event this Section 2.5 is applicable to the Director, any distribution which would otherwise be paid to the Director within the first six (6) months following the Termination of Service shall be accumulated and paid to the Director in a lump sum on the first day of the seventh month following the Termination of Service. All subsequent distributions shall be paid in the manner specified.

2.6

Distributions Upon Income Inclusion Under Section 409A of the Code . Upon the inclusion of any amount in the Director’s income as a result of the failure of the Agreement to comply with the requirements of Section 409A of the Code, to the extent such tax liability can be covered by the amount the Company has accrued with respect to the Company’s obligations hereunder, a distribution shall be made as soon as is administratively practicable following the discovery of such failure.

2.7

Change in Form or Timing of Distributions . All changes in the form or timing of distributions hereunder must comply with the following requirements. The changes:

(a)

may not accelerate the time or schedule of any distribution, except as provided in Section 409A of the Code and any and all Treasury regulations and guidance promulgated thereunder;

(b)

must, for benefits distributable under Sections 2.2, 2.3 and 2.4, be made at least twelve (12) months prior to the first scheduled distribution;

(c)

must, for benefits distributable under Sections 2.1, 2.2, 2.3 and 2.4, delay the commencement of distributions for a minimum of five (5) years from the date the first distribution was originally scheduled to be made; and

(d)

must take effect not less than twelve (12) months after the election is made.

7.1

Amendments . This Agreement may be amended only by a written agreement signed by the Company (and approved by the Board) and the Director. However, the Company may amend this Agreement to conform with written directives to the Company from its auditors or banking regulators or to c