VISION BANK 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. The Accrual Balance shall be reported by the Company to the Executive on Schedule A.

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

“ Change of Control ” shall mean a merger, consolidation or other corporate reorganization involving the Holding Company or the Company in which the Holding Company or the Company does not survive; (ii) the beneficial ownership of one person, related group of persons, or groups of persons acting in concert, of as much as 35% of the outstanding voting securities of the Holding Company or Bank; or (iii) such additional circumstances as may be determined by the Board of Directors of the Company from time to time.

1.5

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

1.6

“ Constructive Termination of Employment ” means the Executive experiences one of the following:

1.7

“ Disability ” shall mean the Executive’s physical or mental incapacity, as certified by a physician that renders him incapable of performing (with reasonable accommodation) the essential functions of the duties required by this Agreement for ninety (90) or more consecutive days.

1.8

“ Discount Rate ” means the rate used by the Plan Administrator for determining the Accrual Balance. The initial Discount Rate is seven percent (7.0%). However, the Plan Administrator, in its sole discretion, may adjust the Discount Rate to maintain the rate within reasonable standards according to GAAP.

1.9

“ Voluntary Termination ” means the Termination of Employment prior to Normal Retirement Age for reasons other than death, Disability, Involuntary Termination, Constructive Termination of Employment, Termination for Cause or following a Change of Control.

1.10

“ Voluntary Termination Date ” means the month, day and year in which Voluntary Termination occurs.

1.11

“ Effective Date ” means April 1, 2004.

1.12

“ Final Pay ” means the current base annual salary of the executive at Termination of Employment.

1.13

“ Involuntary Termination of Employment ” 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 Termination, Constructive Termination of Employment, or Termination for Cause.

1.14

“ Normal Retirement Age ” means the Executive’s 65 ^th birthday.

1.15

“ Normal Retirement Date ” means the later of the Normal Retirement Age or Termination of Employment.

1.16

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

1.17

“ Plan Year ” means each twelve-month period commencing on the Effective Date.

1.18

“ Termination for Cause ” has that meaning set forth in Article 5.

1.19

“ Termination of Employment ” means that the Executive ceases to be employed by the Company for any reason, voluntary or involuntary, other than by reason of a leave of absence approved by the Company.

1.20

“ Holding Company ” means Vision Bancshares, Inc.

2.1

Normal Retirement Benefit . Upon Termination of Employment on or after the Normal Retirement Age for reasons other than death, the Company shall pay to the Executive the benefit described in this Section 2.1 in lieu of any other benefit under this Article.

2.2

Involuntary Termination Benefit . Upon Involuntary Termination, the Company shall pay to the Executive the benefit described in this Section 2.2 in lieu of any other benefit under this Article.

2.3

Voluntary Termination Benefit . Upon Voluntary Termination, the Company shall pay to the Executive the benefit described in this Section 2.3 in lieu of any other benefit under this Article.

2.3.2

Payment of Benefit . The Company shall pay the annual benefit to the Executive in twelve (12) equal monthly installments commencing with the month following Normal Retirement Age. The annual benefit shall be paid to the Executive for fifteen (15) years.

2.4.1

Amount of Benefit . The annual benefit under this Section 2.4 is the Disability Benefit set forth on Schedule A for the Plan Year during which the Termination of Employment occurs. This benefit is determined by vesting the Executive in one hundred percent (100%) of the Benefit Level.

2.42

Payment of Benefit . The Company shall pay the annual benefit to the Executive in twelve (12) equal monthly installments commencing with the month following Normal Retirement Age. The annual benefit shall be paid to the Executive for fifteen (15) years.

2.5.1

Amount of Benefit . The annual benefit under this Section 2.5 is the Change of Control Benefit set forth on Schedule A for the Plan Year during which Termination of Employment occurs. This benefit is determined by vesting the Executive in one hundred percent (100%) of the Benefit Level.

2.5.2

Payment of Benefit . The Company shall pay the annual benefit to the Executive in twelve (12) equal monthly installments commencing with the month following Normal Retirement Age. The annual benefit shall be paid to the Executive for fifteen (15) years.

3.1

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

3.3

Death After Termination of Employment But Before Payment of a Benefit Commences . If the Executive is entitled to any benefit payments under Article 2 of this Agreement, but dies prior to the commencement of said benefit payments, the Company shall pay the same benefit payments to the Beneficiary that the Executive was entitled to prior to death except that the benefit payments shall commence on the first day of the month following the date of the Executive’s death.

4.1

Beneficiary Designation . The Executive shall have the right, at any time, to designate a Beneficiary(ies) to receive any benefits payable 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 designation under any other benefit plan of the Company in which the Executive participates.