EMPLOYMENT AGREEMENT

President of Bank, which approval will not be unreasonably withheld; or (c) acting as a member of the Board of Directors of any other corporation or as a member of the Board of Trustees of any other organization, with the prior approval of the CEO or President of Bank, which approval will not be unreasonably withheld. The Executive shall not engage in any business or commercial activities, duties or pursuits that compete with the business or commercial activities of Corporation or Bank, or any of their subsidiaries or affiliates, nor may the Executive serve as a director or officer or in any other capacity in a company that competes with Corporation or Bank or any of their subsidiaries or affiliates.

3. Term of Agreement .

(a) This Agreement shall be for a one (1) year period (the “Employment Period”) beginning on the date first mentioned above and ending one (1) year later. On the first anniversary of the date of this Agreement, and on the same date of each subsequent year (each, a “Renewal Date”) the Employment Period shall be automatically extended for an additional year such that the Employment Period shall end one (1) year from each Renewal Date, unless either party shall give written notice of non-renewal to the other party at least ninety (90) days prior to that Renewal Date, in which event this Agreement shall terminate at the end of the then existing Employment Period.

(b) Notwithstanding the provisions of Section 3(a) of this Agreement, this Agreement shall terminate automatically for Cause (as defined herein) upon written notice from the CEO or President to Executive. As used in this Agreement, “ Cause ” shall mean any of the following:

(i) Executive’s conviction of or plea of guilty or nolo contendere to a felony, a crime of falsehood or a crime involving moral turpitude, or the actual incarceration of Executive;

(ii) Executive’s willful failure to follow the good faith lawful instructions of the President or CEO with respect to the operations of Corporation and Bank;

(iii) Executive’s willful failure to perform Executive’s duties to Corporation or Bank (other than a failure resulting from Executive’s incapacity because of physical or mental illness, as provided in subsection (d) of this Section 3), which failure results in injury to Corporation or Bank, monetarily or otherwise;

(iv) Executive’s intentional violation of the provisions of this Agreement;

(v) dishonesty or gross negligence of the Executive in the performance of her duties;

(vi) conduct on the part of the Executive that brings public discredit to Corporation or Bank;

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(vii) Executive’s breach of fiduciary duty involving personal gain;

(viii) Executive’s willful violation of any law, rule or regulation governing banks or bank officers or any final cease and desist order issued by a bank regulatory authority;

(ix) Executive’s unlawful discrimination, including harassment, against employees, customers, business associates, contractors or visitors of Corporation or Bank;

(x) Executive’s theft or abuse of Corporation or Bank’s property or the property of customers, employees, contractors, vendors or business associates of Corporation or Bank;

(xi) any final removal or prohibition order to which the Executive is subject, by a federal banking agency pursuant to Section 8(e) of the Federal Deposit Insurance Act; or

(xii) any act of fraud or misappropriation by Executive.

If this Agreement is terminated for Cause, Executive’s rights under this Agreement shall cease as of the effective date of such termination and Corporation and Bank shall have no further obligation under this Agreement.

(c) Notwithstanding the provisions of Section 3(a) of this Agreement, this Agreement shall terminate automatically upon Executive’s voluntary termination of employment (other than in accordance with Section 5 of this Agreement) for Good Reason.  The term “ Good Reason ” shall mean (i) the assignment of duties and responsibilities inconsistent with Executive’s status as CFO or (ii) a reduction in salary or benefits, except such reductions that are the result of a national financial depression or national or bank emergency when such reduction has been implemented by the Board of Directors for Corporation or Bank’s senior management, then Executive shall within ninety (90) days of the occurrence of any of the foregoing events, provide notice to Corporation and Bank of the existence of the condition and provide Corporation and Bank thirty (30) days in which to cure such condition.  In the event that Corporation and Bank does not cure the condition within thirty (30) days of such notice, Executive may resign from employment with Corporation and Bank and upon execution of a reasonable release satisfactory to Corporation and Bank, Corporation and Bank will provide Executive with the following pay and benefits: (i) a payment in an amount equal to 1.0 times the Executive’s then Annual Base Salary payable in twelve (12) equal monthly installments; and (ii) Corporation and Bank shall reimburse Executive in an amount equal to the monthly premium paid by her to obtain substantially similar employee benefits which she enjoyed prior to termination, which reimbursement shall continue until the expiration of 12 months following the date of termination of employment or until Executive secures substantially similar benefits through other employment, whichever

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shall first occur, subject to Internal Revenue Code of 1986, as amended (“Code”) Section 409A if applicable.

However, in the event the payments described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with her termination of employment, would result in the imposition of an excise tax under Code Section 4999, the severance payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such excise tax imposition. Upon written notice to Executive, together with calculations of Corporation’s and Bank’s independent auditors, Executive shall remit to Corporation and Bank the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Code Section 280G, then Corporation and Bank shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

If when the Executive’s employment terminates, the Executive is a “specified employee,” as defined in Code Section 409A(a)(2)(B)(i), then despite any provision of this Employment Agreement or other plan or agreement to the contrary, the Executive will not be entitled to the payments until the earliest of: (a) the date that is at least six months after the Executive’s separation from service (within the meaning of Code Section 409A) for reasons other than the Executive’s death, (b) the date of the Executive’s death, or (c) any earlier date that does not result in additional tax or interest to the Executive under Code Section 409A.  As promptly as possible after the end of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive in a single lump sum with any remaining payments to commence in accordance with the terms of this Agreement or other applicable plan or agreement.

The amounts payable pursuant to this Section 3(c) shall constitute Executive’s sole and exclusive remedy in the event Executive terminates employment for Good Reason and shall represent the maximum extent of liability that Executive can claim against Corporation or Bank.

(d) Notwithstanding the provisions of Section 3(a) of this Agreement, this Agreement shall terminate automatically upon Executive’s Disability and Executive’s rights under this Agreement shall cease as of the date of such termination; provided, however, that Executive shall be entitled to any benefits under any group disability plan if effect.

(e) Notwithstanding the provisions of Section 3(a) of this Agreement, this Agreement shall terminate automatically upon Executive’s death, and Executive’s rights under this Agreement (other than vested plan benefits) shall cease as of the date of such termination.

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(f) Executive agrees that in the event her employment under this Agreement is terminated, Executive shall resign, and upon such event does hereby resign, as a director of Corporation and Bank, the Bank and any affiliate or subsidiary thereof, if she is then serving as a director of any such entities.

(g) Executive agrees that in the event that Bank provides notice of nonrenewal of this Agreement under Section 3(a), Bank shall have no further obligation under this Agreement, other than payment to Executive of her earned but unpaid Annual Base Salary under Section 4(a) and any employee benefits under Section 4(d), (e), or (f), as of the date of the expiration of this Agreement or until Executive voluntarily terminates her employment, whichever occurs earlier.  In the event that Bank provides notice of nonrenewal of this Agreement under Section 3(a), Bank may terminate Executive’s employment and shall have no further obligation under this Agreement other than payment to Executive of the remaining balance of her Annual Base Salary as defined in Section 4(a) below and any employee benefits under Section 4(d) for the remainder of the then existing Employment Period.  To the extent the Executive becomes entitled to the payments set forth in this Section 3(g), such payments shall constitute Executive’s sole and exclusive remedy under this Agreement, shall further constitute liquidated damages for any possible breach of this Agreement, and shall represent the maximum extent of liability that Executive can claim against Corporation or Bank.

4. Employment Period Compensation .

(a)  Annual Base Salary . For services performed by Executive under this Agreement, Corporation and Bank shall pay Executive an Annual Base Salary in the aggregate during the Employment Period at the rate of $120,000 per year, payable at the same times as salaries are payable to other executives of the Corporation and Bank. Corporation and Bank shall review Executive’s performance and salary at least on an annual basis.  Corporation and Bank may, from time to time, in its sole discretion, increase Executive’s Annual Base Salary, and any and all such increases shall be deemed to constitute amendments to this Section 4(a) to reflect the increased amounts, effective as of the date established for such increases by the CEO or President of Corporation and Bank or any committee of such Board or the Chief Executive Officer with the approval of the Compensation Committee of the Board in the resolutions authorizing such increases.

(b)  Bonuses .  Executive shall be entitled to a $10,000 signing bonus; provided that Executive remains employed with Corporation and Bank for twelve months.  In the event that within twelve months of the signing of this Agreement, Executive terminates employment for reasons other than Good Reason or if Executive is terminated by the Bank for Cause, then Executive shall refund, reimburse, return and pay Bank the signing bonus amount of $10,000.  Executive hereby agrees that in the event that Executive does not pay Bank the $10,000 owed under this Section prior to Executive receiving her last payroll check, Executive hereby authorizes Bank to deduct from Executive’s last payroll check to the extent necessary any amount still owing to Bank.

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In addition, Corporation or Bank may, from time to time, pay a bonus or bonuses to Executive as Corporation or Bank or an affiliate thereof, in their sole discretion, deems appropriate.  The payment of any such bonuses shall not reduce or otherwise affect any other obligation of Corporation or Bank to Executive provided for in this Agreement.

(c)  Vacations . During the term of this Agreement, Executive shall be entitled to twenty-five (25) days paid time off in accordance with the policies as established from time to time by the CEO or President of Corporation and Bank.  Bank shall allow Executive to work from home one day per week and shall allow Executive to work from home in the event of inclement weather without such absences from the office reducing Executive’s accrued paid time off balance.

(d)  Employee Benefit Plans . During the term of this Agreement, Executive may participate in and receive the benefits of any employee benefit plan currently in effect at Bank subject to the terms of such plans, until such time that the Board of Directors of the Bank and Corporation authorizes a change in such benefits. Nothing paid to Executive under any plan or arrangement presently in effect or made available in the future