A.

Change In The Ownership Of The Bank .

The date that any one person, or more than one person acting as a group, acquires ownership of stock in the Bank that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Bank. For this purpose, acquisition of additional stock of the Bank by any one person or persons acting as a group does not constitute a Change In Control if the same person or persons are considered to own more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Bank immediately prior to the acquisition.

1.

Any one person, or more than one person acting as a group, acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Bank possessing at least thirty-five percent (35%) or more of the total voting power of the stock of the Bank; or

2.

A majority of members of the Board is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election.

1.

A person, or more than one person acting as a group, that is a shareholder of the Bank immediately prior to the transfer in exchange for its stock;

2.

An entity, fifty percent (50%) or more of the total voting power of which, is owned, directly or indirectly, by the Bank immediately after the transfer of assets;

1.02.

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

1.03.

Disability/Disabled . “Disability” or “Disabled” shall mean the Director: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees or directors of the Bank. Medical determination of Disability may be made by either the Social Security Administration or by the provider of an accident or health plan covering employees or directors of the Bank provided that the definition of “disability” applied under such disability insurance program complies with the requirements of the preceding sentence. Upon the request of the plan administrator, the Director must submit proof to the plan administrator of the Social Security Administration’s or the provider’s determination.

1.04.

“ Election Form ” means the Form attached as Exhibit 1.

1.05.

“ Fees ” means the total directors fees payable to the Director.

1.06.

“ Specified Employee ” means an employee who at the time of Termination of Service is a key employee of the Bank, if any stock of the Bank is publicly traded on an established securities market or otherwise. For purposes of this Agreement, an employee is a key employee if the employee meets the requirements of Code section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the regulations thereunder and disregarding section 416(i)(5)) at any time during the twelve (12) month period ending on December 31 (the “identification period”). If the employee is a key employee during an identification period, the employee is treated as a key employee for purposes of this Agreement during the twelve (12) month period that begins on the first day of April following the close of the identification period.

A.

“Unforeseeable Financial Emergency” means a severe financial hardship to a Director resulting from (i) an illness or accident of the Director, the Director’s spouse, the Director’s beneficiary, or the Director’s dependent (as defined in Code section 152(a), without regard to Code section 152(b)(1), (b)(2), and (d)(1)(B)); (ii) a loss of the Director’s property due to casualty (including, but not limited to, the need to rebuild a home following damage to a home not otherwise covered by insurance); or (iii) such other similar extraordinary and unforeseeable circumstances arising as a result of event beyond the control of the Director, all as determined in the sole and absolute discretion of the Bank.

B.

Such extraordinary and unforeseeable circumstances may, depending on the facts and circumstances, include, but are necessarily not limited to (i) imminent foreclosure of or eviction from the Director’s primary residence; (ii) the need to pay for medical expenses, including nonrefundable deductibles, as well as the costs of prescription drug medication; and (iii) the need to pay for the funeral expenses of a spouse, a beneficiary, or a dependent (as defined in Code section 152(b)(1), (b)(2), and (d)(1)(B)). The purchase of a home and the payment of college tuition do not constitute an Unforeseeable Financial Emergency.