1.1

“ Beneficiary ” means each designated person or entity, or the estate of the deceased Director, entitled to any benefits upon the death of the Director pursuant to Article 6.

1.2

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

1.3

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

1.4

“ Change in Control ” means the conversion from a mutual association to a stock association and the transfer of fifty-one percent (51%) or more of the Company’s outstanding voting common stock followed within twelve (12) months by termination of the Director’s status as a member of the Company’s Board of Directors.

1.5

“ Code ” means the Internal Revenue Code of 1986, as amended, and all regulations and guidance thereunder, including such regulations and guidance as may be promulgated after the Effective Date of this Agreement.

1.6

“ Crediting Rate ” means a rate equal to the rate on high grade long-term corporate bonds.

1.7

“ Deferral Account ” means the Company’s accounting of the accumulated Deferrals plus accrued interest.

1.8

“ Deferrals ” means the amount of Fees the Director elects to defer according to this Agreement.

1.9

“ Disability ” means 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 Company. 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 Company, provided that the definition of “disability” applied under such 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.

1.10

“ Distribution Election Form ” means the form or forms established from time to time by the Plan Administrator that the Director completes, signs and returns to the Plan Administrator to designate the time and form of distributions.

1.11

“ Early Termination ” means Termination of Service before Normal Termination Date except when such Termination of Service occurs: (i) following a Change in Control; or (ii) due to death, Disability or Termination for Cause.

1.12

“ Effective Date ” means                      .

1.13

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

1.14

“ Fees Deferral Election Form ” means each form established from time to time by the Plan Administrator that the Director completes, signs and returns to the Plan Administrator to designate the amount of Deferrals.

1.15

“ Normal Termination Date ” means the Director attaining age seventy (70) and completing ten (10) Years of Service.

1.16

“ Plan Administrator ” means the Board or such committee or person as the Board shall appoint.

1.17

“ Plan Year ” means each twelve (12) 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

“ Specified Employee ” means an employee who at the time of Termination of Service is a key employee of the Company, if any stock of the Company 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.

1.19

“ Termination for Cause ” means a Termination of Service for:

(a)

Gross negligence or gross neglect of duties to the Company;

(b)

Conviction of a felony or of a gross misdemeanor involving moral turpitude in connection with the Director’s employment with the Company; or

(c)

Fraud, disloyalty, dishonesty or willful violation of any law or significant Company policy committed in connection with the Director’s employment and resulting in a material adverse effect on the Company.

1.20

“ Termination of Service ” means termination of the Director’s employment with the Company for reasons other than death. Whether a Termination of Service has occurred is determined in accordance with the requirements of Code Section 409A based on whether the facts and circumstances indicate that the Company and Director reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Director would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding thirty-six (36) month period (or the full period of services to the Company if the Director has been providing services to the Company less than thirty-six (36) months).

1.21

“ Unforeseeable Emergency ” means a severe financial hardship to the Director resulting from an illness or accident of the Director, the Director’s spouse, the Beneficiary, or the Director’s dependent (as defined in Section 152(a) of the Code), loss of the Director’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Director.

1.22

“ Years of Service ” means the twelve (12) consecutive month period beginning on the Director’s date of hire and any twelve (12) month anniversary thereof during the entirety of which time the Director is an employee of the Company. Service with a subsidiary or other entity controlled by the Company before the time such entity became a subsidiary or under such control shall not be considered “credited service” unless the Plan Administrator specifically agrees to credit such service.

2.1

Elections Generally . The Director may annually file a Fees Deferral Election Form with the Plan Administrator no later than the end of the Plan Year preceding the Plan Year in which services leading to such Fees will be performed.

2.2

Initial Election . After being notified by the Plan Administrator of becoming eligible to participate in this Agreement, the Director may make an initial deferral election by delivering to the Plan Administrator a signed Fees Deferral Election Form and Beneficiary Designation Form within thirty (30) days of becoming eligible. The Fees Deferral Election Form shall set forth the amount of Fees to be deferred. However, if the Director was eligible to participate in any other account balance plans sponsored by the Company (as referenced in Code Section 409(A)) prior to becoming eligible to participate in this Agreement, the initial election to defer Fees under this Agreement shall not be effective until the Plan Year following the Plan Year in which the Director became eligible to participate in this Agreement.

2.3

Election Changes . The Director may modify the amount of Fees to be deferred annually by filing a new Fees Deferral Election Form with the Company. The modified deferral shall not be effective until the calendar year following the year in which the subsequent Fees Deferral Election Form is received by the Company.

2.4

Hardship . If an Unforeseeable Emergency occurs, the Director, by written instructions to the Company, may discontinue deferrals hereunder. Any subsequent Deferral Elections may be made only in accordance with Section 2.1 hereof.

3.1

Establishing and Crediting . The Company shall establish a Deferral Account on its books for the Director and shall credit to the Deferral Account the following amounts:

(a)

Any Deferrals hereunder; and

(b)

Interest as follows:

(i)

On the last day of each month and immediately prior to the distr