SALARY CONTINUATION AGREEMENT

1.1

“ Accrual Balance ” means the liability that should be accrued by the Company, under Generally Accepted Accounting Principles (“GAAP”), for the Company’s obligation to the Executive under this Agreement, by applying Accounting Principles Board Opinion Number 12 (“APB 12”) as amended by Statement of Financial Accounting Standards Number 106 (“FAS 106”) and the Discount Rate. Any one of a variety of amortization methods may be used to determine the Accrual Balance. However, once chosen, the method must be consistently applied.

1.2

“ Beneficiary ” means each designated person, or the estate of the deceased Executive, entitled to benefits, if any, upon the death of the Executive determined pursuant to Article 4.

1.3

“ Beneficiary Designation Form ” means the form established from time to time by the Plan Administrator that the Executive completes, signs, and returns to the Plan Administrator to designate one or more Beneficiaries.

1.4

“ Benefit Level ” means one hundred percent (100%) of the Executive’s then Current Compensation.

1.5

“ Board ” means the Board of Directors of the Company as from time to time constituted.

1.6

“ Cause ” means (i) in the event there is a written employment agreement in effect between the Company and the Executive that defines “cause” (or a term of similar import), “cause” as defined in such agreement, (ii) gross negligence or gross neglect of duties, (iii) commission of a felony or of a gross misdemeanor involving moral turpitude, (iv) fraud

1.7

“ Change in Control ” means a change in the ownership of the Company, a change in effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company as provided under Section 409A of the Code and any Internal Revenue Service guidance, including any Treasury regulations issued in connection with Section 409A of the Code.

1.8

“ Code ” means the Internal Revenue Code of 1986, as amended.

1.9

“ Current Compensation ” means, for the sole purposes of calculating the Executive’s Benefit Level under this Agreement, Fifty-Nine Thousand Dollars ($59,000) as of the Effective Date of this Agreement and for the first Plan Year. Such amount shall be increased by Three Thousand Dollars ($3,000) as of the beginning of each subsequent Plan Year with a maximum of One Hundred Ten Thousand Dollars ($110,000).

1.10

“ Disability ” means the Executive is (i) determined to be totally and permanently disabled by the Social Security Administration or (ii) eligible to receive a disability benefit pursuant to the group long term disability plan sponsored by the Company.

1.11

“ Discount Rate ” means the rate used by the Plan Administrator for determining the Accrual Balance. The rate is based on the yield on a twenty (20) year corporate bond rated Aa by Moody’s, rounded to the nearest one quarter percent (  ¹ / 4 %). The initial Discount Rate is seven percent (7%). However, the Plan Administrator, in its discretion, may adjust the Discount Rate to maintain the rate within reasonable standards according to GAAP and/or applicable bank regulatory guidance.

1.12

“ Effective Date ” means November 1, 2006.

1.13

“ Involuntary Separation from Service ” means the Executive is notified in writing by the Company, that employment with the Company is terminated for reasons other than an approved leave of absence, Voluntary Separation from Service, or Cause.

1.14

“ Normal Retirement Age ” means the Executive attaining age sixty-five (65).

1.15

“ Normal Retirement Date ” means the later of Normal Retirement Age or Separation from Service.

1.16

“ Plan Administrator ” means the plan administrator described in Article 8.

1.17

“ Plan Year ” means each twelve-month period commencing on January 1 and ending on December 31 of each year. The initial Plan Year shall commence on the Effective Date of this Agreement and end on the following December 31.

1.18

“ Separation from Service ” means the Executive’s separation from service as an employee of the Company for purposes of Section 409A of the Code. A transfer of employment within or among the Company or any member of a controlled group, as provided in Section 409A(d)(6) of the Code shall not be deemed to be a Separation from Service.

1.19

“ Specified Employee ” means a key employee (as defined in Section 416(i) of the Code without regard to paragraph 5 thereof) of the Company if any stock of the Company is publicly traded on an established securities market or otherwise.

1.20

“ Voluntary Separation from Service ” means the Executive’s Separation from Service prior to Normal Retirement Age for reasons other than death, Involuntary Separation from Service, or Cause.

2.1

Normal Retirement Benefit . Upon the Normal Retirement Date, the Company shall distribute (or commence to distribute) to the Executive the benefit described in this Section 2.1 in lieu of any other benefit under this Article.

2.1.1

Amount of Benefit . The annual benefit under this Section 2.1 is One Hundred Ten Thousand Dollars ($110,000).

2.1.2

Distribution of Benefit . The Company shall distribute the benefit to the Executive in twelve (12) equal monthly installments commencing on the first day of the month following Normal Retirement Date. The annual benefit shall be distributed to the Executive for fifteen (15) years.

2.2

Separation from Service prior to Normal Retirement Age . Upon the Executive’s Voluntary or Involuntary Separation from Service prior to Normal Retirement Age, the Company shall distribute to the Executive the benefit described in this Section 2.2 in lieu of any other benefit under this Article.

2.2.1

Amount of Benefit . The benefit under this Section 2.2 is the vested Accrual Balance determined as of the end of the Plan Year preceding the year of the Executive’s Voluntary or Involuntary Separation from Service. This benefit is determined by vesting the Executive in ten percent (10%) of the Accrual Balance at the end of the first Plan Year, and an additional ten percent (10%) of said amount at the end of for each succeeding Plan Year thereafter until the Executive becomes one hundred percent (100%) vested in the Accrual Balance.

2.2.2

Distribution of Benefit . The Company shall distribute the benefit to the Executive in a lump sum within sixty (60) days following the date of the Executive’s Voluntary or Involuntary Separation from Service.

2.2.3

Distribution of Benefit if 100% Vested . Notwithstanding Section 2.2.2, if the Executive is one hundred percent (100%) vested in the Accrual Balance on the date of his Voluntary or Involuntary Separation from Service, the Company shall distribute the benefit to the Executive in twelve (12) equal monthly installments commencing on the first day of the month following Normal Retirement Age. The annual benefit shall be distributed to the Executive for fifteen (15) years.

2.3

Disability Benefit . If Executive experiences a Disability prior to Normal Retirement Age, the Company shall distribute (or commence to distribute) to the Executive the benefit described in this Section 2.3 in lieu of any other benefit under this Article.

2.3.1

Amount of Benefit . The benefit under this Section 2.3 is one hundred percent (100%) of the Benefit Level determined as of beginning of the Plan Year during which the Executive’s Disability occurs.

2.3.2

Distribution of Benefit . The Company shall distribute the benefit to the Executive in twelve (12) equal monthly installments commencing on the first day of the month following Normal Retirement Age. The annual benefit shall be distributed to the Executive for fifteen (15) years.

2.4

Change in Control Benefit . Upon a Change in Control, the Company shall distribute to the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Article.

2.4.1

Amount of Benefit . The benefit under this Section 2.4 is one hundred percent (100%) of the Benefit Level determined as of the beginning of the Plan Year during which the Change in Control occurs.

2.4.2

Distribution of Benefit . The Company shall distribute the benefit to the Executive in twelve (12) equal monthly installments commencing on the first day of the month following Normal Retirement Age. The annual benefit shall be distributed to the Executive for fifteen (15) years.

2.5

Restriction on Timing of Distribution . Notwithstanding any provision of this Agreement to the contrary, if the Executive is considered a Specified Employee at Separation from Service under such procedures as established by the Company in accordance with Section 409A of the Code, benefit distributions that are made upon Separation from Service may not commence earlier than six (6) months after the date of such Separation from Service. Therefore, in the event this Section 2.5 is applicable to the Executive, any distribution which would otherwise be paid to the Executive within the first six months following the Separation from Service shall be accumulated and paid to the Executive in a lump sum on the first day of the seventh month following the Separation from 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 portion of the Accrual Balance into the Executive’s income as a result of the failure of this non-qualified deferred compensation plan to comply with the requirements of Section 409A of the Code, to the extent such tax liability can be covered by the Executive’s vested Accrual Balance, a distribution shall be made as soon as is administratively practicable following the discovery of such plan failure.

2.7

Changes in Form or Timing of Distributions . For distribution of benefits under this Article 2, the Executive and the Company may, subject to the terms of Section 8.1, amend the Agreement to change the timing or form of distributions. Any such amendment:

(a)

may not accelerate the time or schedule of any distribution, except as permitted under Section 409A of the Code and the regulations thereunder;

(b)

must, for benefits distributable under Article 2 be made at least twelve (12) months prior to the first scheduled distribution;

(c)

must, for benefits distributable under Article 2, 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 amendment is made.

3.1

Death During Active Service . If the Executive dies while in the active service of the Company, the Company shall distribute to the Beneficiary the benefit described in this Section 3.1. This benefit shall be distributed in lieu of the benefits under Article 2.

3.1.1

Amount of Benefit . The benefit under this Section 3.1 is the Accrual Balance for the Plan Year during which the Executive dies. This benefit is determined by vesting the Executive’s beneficiary in one hundred percent (100%) of the Accrual Balance.

3.1.2

Distribution of Benefit . The Company shall distribute the benefit to the Beneficiary in a lump sum within sixty (60) days following receipt by the Company of the Executive’s death certificate.

3.2

Death During Distribution of a Benefit . If the Executive dies after any benefit distributions have commenced under this Agreement but before receiving all such distributions, the Company shall distribute to the Beneficiary the remaining benefits at the same time and in the same amounts that would have been distributed to the Executive had the Executive survived.

3.3

Death After Separation from Service But Before Benefit Distributions Commence. If the Executive is entitled to benefit distributions under this Agreement, but dies prior to the

4.1

Beneficiary . The Executive shall have the right, at any time, to designate a Beneficiary to receive any benefit distributions under this Agreement upon the death of the Executive. The Beneficiary designated under this Agreement may be the same as or different from the beneficiary designated under any other plan of the Company in which the Executive participates.

4.2

Beneficiary Designation: Change . The Executive shall designate a Beneficiary by completing and signing the Beneficiary Designation Form, and delivering it to the Plan Administrator or its designated agent. The Executive's beneficiary designation shall be deemed automatically revoked if the Beneficiary predeceases the Executive or if the Executive names a spouse as Beneficiary and the marriage is subsequently dissolved. The Executive shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Plan Administrator’s rules and procedures, as in effect from time to time. Upon the acceptance by the Plan Administrator of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be cancelled. The Plan Administrator shall be entitled to rely on the last Beneficiary Designation Form filed by the Executive and accepted by the Plan Administrator prior to the Executive’s death.

4.3

Acknowledgment . No designation or change in designation of a Beneficiary shall be effective until received, accepted and acknowledged in writing by the Plan Administrator or its designated agent.

4.4

No Beneficiary Designation . If the Executive dies without a valid beneficiary designation, or if all designated Beneficiaries predecease the Executive, then the Executive’s spouse shall be the designated Beneficiary. If the Executive has no surviving spouse, the benefits shall be made to the personal representative of the Executive's estate.

4.5

Facility of Distribution . If the Plan Administrator determines in its discretion that a benefit is to be distributed to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of that person’s property, the Plan Administrator may direct distribution of such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Plan Administrator may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Any distribution of a benefit shall be a distribution for the account of the Executive and the Executive’s Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Agreement for such distribution amount.

5.1

Termination for Cause . Notwithstanding any provis