Form of Supplemental Executive Retirement Plan Agreement between First Northern Bank of Dixon and Kevin Spink, Executive Vice President and Chief Financial Officer

1.1

Change-in-Control. "Change-in-Control" means the first to occur of any of the following events:

(a)

Merger – First Northern Community Bancorp merges into or consolidates with another corporation, or merges another corporation into First Northern Community Bancorp, and as a result less than 50% of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of First Northern Community Bancorp immediately before the merger or consolidation,

(b)

Acquisition of Significant Share Ownership – A report on Schedule 13D or another form or schedule (other than Schedule 13G) is filed or is required to be filed under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, if the schedule discloses that the filing person or persons acting in concert has or have become the beneficial owner of 20% or more of a

(c)

Change in Board Composition – During any period of two consecutive years, individuals who constitute First Northern Community Bancorp's Board of Directors at the beginning of the two-year period cease for any reason to constitute at least a majority of First Northern Community Bancorp's Board of Directors; provided, however, that - for purposes of this clause (c) - each director who is first elected by the board (or first nominated by the board for election by stockholders) by a vote of at least two-thirds of the directors who were directors at the beginning of the period shall be deemed to have been a director at the beginning of the

1.2

Good Reason. "Good Reason" shall be defined as one or more of the following, without the Executive's express written consent:

(a)

A material reduction in the Executive's title or responsibilities; or

(b)

A reduction in base salary as in effect on the date of Change in Control; or

(c)

The relocation of the Executive's principal executive office so that Executive's one-way commute distance from Executive's residence is increased by more than forty (40) miles; or

(d)

The failure by the Company to continue to provide the Executive with compensation and benefits substantially similar to those provided under any of the employee benefit plans in which the Executive becomes a participant, or the taking of any action by the Company which would directly or indirectly materially reduce such benefits or deprive the Executive of any material fringe benefit enjoyed at the time of Change in Control; or

(e)

The failure of the Company to obtain a satisfactory agreement from any successor or assign of the Company to assume and agree to perform this Agreement.

2.1

Amendments Following a Change in Control – If the Executive's employment with the Company is involuntarily terminated within 24 months after any Change in Control or in the event the Executive terminates employment voluntarily for Good Reason within 24 months after any Change-in-Control, the following benefit shall be payable to the Executive in lieu of any other benefits payable under the Plan:

1.

A lump sum payment Actuarially Equivalent to the benefit determined under Section

2.

2.2

Amendment to Section 4.4 of the Plan – If the Executive dies while employed by the Company, then the benefits payable under Section 4.4 of the Plan shall be limited to the lesser of a) the benefit described in Section 4.4 of the Plan, and b) the amount the Company has accrued on its books due to the Executive's participation in the Plan as of the date of death. The intent of this paragraph is that the Company will not suffer an accounting loss due to the death of the Executive.  Should an insurance contract be purchased by the Company on the life of the Executive, any accounting gain to the Company due to the proceeds of that contract will be taken into consideration in determining whether the Section 4.4 benefit should be limited to avoid an accounting loss.

2.3

One Benefit Only. Despite anything to the contrary in the Plan or in this Participation Agreement, the Executive and Beneficiary are entitled to one benefit only, which shall be determined by the first event to occur that is dealt with by the Plan and this Participation Agreement. Subsequent occurrence of events dealt with by the Plan and this Participation Agreement shall not entitle the Executive or Beneficiary to other or additional benefits under the Plan or this Participation Agreement.

3.1

Amendments and Termination. This Participation Agreement may be amended or terminated only by a written agreement signed by the Company and the Executive. For the purpose of determining benefits for the Executive, any amendment or termination of the Plan shall be effective for the Executive only by a written agreement signed by the Company and the Executive. However, the Executive and Company agree that the Company, in its sole discretion, may amend the Plan and this Participation Agreement to reduce the impact on the Company's earnings of any changes made by the Financial Accounting Standards Board, the Securities and Exchange Commission or any bank regulator to pension accounting standards. The Company may change the manner of benefit accrual for the Executive if, in the opinion of the Company,

3.2

Binding Effect. This Participation Agreement shall bind the Executive and the Company, and their beneficiaries, survivors, executors, successors, administrators and trustees.

3.3

Agreement To Insure. The Company may, in its sole discretion, decide to purchase a life insurance policy or policies on the life of the Executive in order to informally fund or otherwise offset the costs incurred by the Plan. The Executive agrees to complete all forms and undergo any insurance underwriting that the Company may request from time to time during the Executive's active employment. In addition, the Executive hereby acknowledges that the Executive, Beneficiaries, or the Executive's estate hold no claim to any part of the value of or rights provided by such policies.