1.1

“Bank’s Interest” means the benefit set forth in Section 2.1.

1.2

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

1.3

“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.

1.4

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

1.5

“Change in Control” shall be as defined in Section 1.409A-3(i)(5) of the 409A Final Regulations, and shall mean a change in the ownership of the corporation (Section 1.409A-3(i)(5)(v)); a change in the effective control of a corporation (Section 1.409A-3(i)(5)(vi)), or a change in the ownership of a substantial portion of the assets of a corporation ((Section 1.409A-3(i)(5)(vii)).

1.6

“Director’s Interest” means the benefit set forth in Section 2.2.

1.7

“Disability” shall mean 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 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 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees 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 of the Bank, provided that the definition of Disability under such a plan complies with the requirements set forth herein. Upon the request of the Plan Administrator, the Director must submit proof of the Plan Administrator of Social Security Administration’s or the provider’s determination.

1.8

“Involuntary Termination” shall mean that the Bank terminates Director’s service, in writing, at any time before Director’s Retirement Age and such termination is not due to death, Disability, a Termination for Cause, Separation from Service following a Change in Control, or an approved leave of absence.

1.9

“Insurer” means the life insurance company issuing the Policy on the life of the Director.

1.10

“Net Death Proceeds” means the total death proceeds of the Policy minus the greater of (i) the cash surrender value or (ii) the aggregate premiums paid by the Bank.

1.11

“Policy” or “Policies” means the individual insurance policy or policies adopted by the Bank for purposes of insuring the Director’s life under this Agreement.

1.12

“Retirement Age” means the Director’s attainment of age 80.

1.13

“Termination for Cause” means:

(i)

Gross negligence or gross neglect of duties of the Bank; or

(ii)

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

(iii)

Fraud, disloyalty or willful violation of any law or significant Bank policy committee in connection with the Executive’s employment and resulting in a material adverse effect on the Bank.

1.14

“Termination of Service” means the Director has voluntarily ceased rendering any services to the Bank.

2.1

Bank’s Interest . The Bank shall own the Policies and shall have the right to exercise all incidents of ownership, including the right to terminate the Policy(ies) without the consent of the Director. The Bank shall be the beneficiary of the remaining death proceeds of the Policies after the Director’s Interest is determined according to Section 2.2 below.

2.2

Director’s Interest . The Director shall have the right to designate the beneficiary of the death proceeds. The Director shall also have the right to elect and change settlement options that may be permitted. Upon the termination of this Agreement according to Article 7 herein, the Director, the Director’s transferee or the Director’s beneficiary shall have no rights or interests in the Policy and no death benefit shall be paid under this Section 2.2.

2.2.1

Death During Active Service . If the Director dies while in the active service of the Bank, the Beneficiary shall be entitled to the lesser of Five Million Eight Hundred Forty Thousand Dollars ($5,840,000) or the Net Death Proceeds of the Policy.

2.2.2

Death Following Termination of Service . The Director’s Beneficiary shall be entitled to the death benefit described in Section 2.2.1 upon Director’s death, as follows:

(A)

Death following Involuntary Termination;

(B)

Death following Termination of Service due to (i) Director’s attainment of the Retirement Age, (ii) Disability, or (iii) Change in Control.

2.3

Offer to Purchase . If the Bank discontinues a Policy during the course of this Agreement, the Bank shall give the Director at least thirty (30) days to purchase such Policy. The purchase price shall be the fair market value of the Policy, as determined under Treasury Reg. §1.61-22(g)(2) or any subsequent applicable authority. Such notification shall be in writing.

2.4

Insurer . The Insurer shall be bound only by the terms of the Policy. Any payments the Insurer makes or actions it takes in accordance with the Policy shall fully discharge it from all claims, suits and demands of all entities or persons. The Insurer shall not be bound by or be deemed to have notice of the provisions of this Agreement.

2.5

Assignment . The Director may assign without consideration all of the Director’s interests in the Policy and in this Agreement to any person, entity or trust. In the event the Director transfers all of the Director’s interest in the Policy, then all of the Director’s interest in the Policy and in the Agreement shall be vested in the Director’s transferee, who shall be substituted as a party hereunder and the Director shall have no further interest in the Policy or in this Agreement.

3.1

Premium Payment . The Bank shall pay all premiums due on all Policies.

3.2

Economic Benefit . The Bank shall determine the economic benefit attributable to the Director based on the life insurance premium factor for the Director’s age multiplied by the aggregate death benefit payable to the Beneficiary. The “life insurance premium factor” is the minimum factor applicable under guidance published pursuant to Treasury Reg. §1.61-22(d)(3)(ii) or any subsequent authority.

3.3

Imputed Income . The Bank shall impute the economic benefit to the Director on an annual basis, by adding the economic benefit to the Director’s Form 1099.

4.1

Suicide or Misstatement . Policy proceeds shall be paid to the Beneficiary pursuant to the terms of this Agreement to the extent not withheld by the Insurer pursuant to the operation of Policy provisions regarding suicide or material misstatement of fact on the Policy application. In the event insurer fails to pay Policy proceeds, the Bank shall evaluate the reason for the denial, and upon advice of legal counsel and in its sole discretion, consider judicially challenging any denial on behalf of the Bank and/or the Beneficiary.

5.1

Beneficiary . The Director shall have the right, at any time, to designate a Beneficiary(ies) to receive any benefits payable under the Agreement upon the death of the Director. The Beneficiary designated under this Agreement may be the same as or different from the beneficiary designation under any other Agreement of the Bank in which the Director participates.

5.2

Beneficiary Designation; Change . The Director shall designate a Beneficiary by completing and signing the Beneficiary Designation Form, and delivering it to the Bank or its designated agent. The Director’s beneficiary designation shall be deemed automatically revoked if the Beneficiary predeceases the Director or if the Director names a spouse as Beneficiary and the marriage is subsequently dissolved. The Director shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Bank’s rules and procedures, as in effect from time to time. Upon the acceptance by the Bank of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be cancelled. The Bank shall be entitled to rely on the last Beneficiary Designation Form filed by the Director and accepted by the Bank prior to the Director’s death.

5.3

Acknowledgment . No designation or change in designation of a Beneficiary shall be effective until received, accepted and acknowledged in writing by the Bank or its designated agent.

5.4

No Beneficiary Designation . If the Director dies without a valid designation of beneficiary, or if all designated Beneficiaries predecease the Director, then the Director’s surviving spouse shall be the designated Beneficiary. If the Director has no surviving spouse, the benefits shall be made payable to the personal representative of the Director’s estate.

5.5

Facility of Payment . If the Bank determines in its discretion that a benefit is to be paid to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of that person’s property, the Bank may direct payment of such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Bank may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Any payment of a benefit shall be a payment for the account of the Director and the Director’s Beneficiary, as the case may be, and shall be a complete discharg