AMENDMENT TO AGREEMENT

1.

Employee is employed by Bank

2.

Bank and Employee have entered into Agreement whereby if Employee dies while in Bank’s employ before attaining the age of sixty-five (65) years certain payments will be made to Employee’s spouse or children.

3.

The Agreement provides for deferred compensation in the form of a life insurance policy or cash that is payable to Employee upon termination of employment or retirement.

4.

The Agreement must be amended to conform to the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.

1.

EMPLOYEE DEATH BENEFITS PRIOR TO ATTAINING AGE 55

If Employee’s death occurs before Employee has attained the age of fifty-five (55) years, and while Employee is an active Employee of the Bank, Bank will pay to the Beneficiary (as identified in Section 9 hereof) $20,416.67 per month for twelve (12) months commencing with the first month following the date of Employee’s death and $13,617.92 per month commencing with the thirteenth (13th) month following Employee’s death through the month during which Employee would have attained the age of six-five (65) years had Employee lived to such date.

2.

EMPLOYEE’S DEATH BENEFITS AFTER ATTAINING AGE 55 BUT PRIOR TO ATTAINING AGE 65

If Employee’s death occurs after Employee attains the age of fifty-five (55) years, but while Employee is an active Employee of Bank, Bank will pay to the Beneficiary (as identified in Section 9 hereof) $20,416.67 per month for twelve (12) months commencing with the first month following the date of Employee’s death and $13,617.92 per month commencing with the thirteenth (13 ^th ) month following Employee’s death through the one hundred and twentieth (120 ^th ) month following Employee’s death.

3.

BENEFITS AFTER EMPLOYEE’S TERMINATION OR EMPLOYEE ATTAINING THE AGE OF 65

Upon his/her retirement on or after age sixty-five (65), Employee shall be entitled to receive a life insurance policy in the amount of $490,000.00 (“Life Insurance Benefit”). The policy is intended to be a continuation of the current policy held by the Bank to fund the Employee’s benefits under this Plan. The policy delivered to Employee shall contain all of the attributes of the then current policy in the same proportion as the Life Insurance Benefit bears to the face amount of the policy. The formula for determining the attributes shall be as follows:

Alternatively, the Employee may elect to receive a cash payment equal to the cash surrender value of the life insurance policy that the Employee is otherwise entitled to receive upon his/her retirement. The Bank shall deliver such insurance policy or pay the cash value of the policy to the Employee in accordance with his/her election as soon as practicable following the date that is six months after Employee’s separation from service. In no event, however, shall such policy be delivered or the cash value paid to the Employee later than two and one half months following the date that is six months after the Employee’s separation from service or by the end of the Employee’s taxable year that contains such date, whichever is later. The Employee shall not be permitted, directly or indirectly, to designate the taxable year of the delivery or payment.

(a)

the term “then current policy” shall mean all of the policies held by the Employer to provide funding for the Employee’s obligation under the Plan.

(b)

the term “attributes” shall include, but not limited to (1) cash value, (2) outstanding policy loans, and (3) premiums due.

As of the date on which Employee retires on or after the age of sixty-five (65), Employee’s rights under this Agreement, except to the extent provided in the first section of Section 3, shall terminate. Other termination provisions are found in Sections 6, 9 and 11 hereof.

Should Employee terminate his/her employment with Bank prior to age 65 or should Employee be terminated for any reason, except for dishonesty, prior to age 65. Employee shall be entitled to a li