AMENDED AND RESTATED EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN AGREEMENT EFFECTIVE JANUARY 1, 2006

Effective Date:

Plan Year:

C.

Retirement Date:

Termination of Employment:

Pre-Retirement Account:

Index Retirement Benefit:

Index:

Cost of Funds Expense:

I.

Change of Control:

a.

the acquisition of more than fifty percent (50%) of the value or voting power of the Bank’s Holding Company stock by a person or group;

b.

the acquisition in a period of twelve (12) months or less of at least thirty-five percent (35%) of the Bank’s Holding Company stock by a person or group;

c.

the replacement of a majority of the Bank’s Holding Company board in a period of twelve (12) months or less by Directors who were not endorsed by a majority of the current board members; or

d.

the acquisition in a period of twelve (12) months or less of forty percent (40%) or more of the Bank’s Holding Company assets by an unrelated entity.

Normal Retirement Age:

A.

Retirement Benefits:

B.

Termination of Employment:

C.

Death:

D.

Discharge for Cause:

E.

Death Benefit:

V.

Alienability and Assignment Prohibition:

Binding Obligation of Bank and any Successor in Interest:

Revocation:

Gender:

Effect on Other Bank Benefit Plans:

Headings:

Applicable Law:

Plan Administrator:

Claims Procedure:

Filing a Claim for Benefits:

Denial of Claim:

A claim for benefits under this Executive Plan will be denied if the Bank determines that the Claimant is not entitled to receive benefits under the Executive Plan. Notice of a denial shall be furnished the Claimant within a reasonable period of time after receipt of the claim for benefits by the Plan Administrator. This time period shall not exceed more than ninety (90) days after the receipt of the properly submitted claim. In the event that the claim for benefits pertains to disability, the Plan Administrator shall provide written notice within forty-five (45) days. However, if the Plan Administrator determines, in its discretion, that an extension of time for processing the claim is required, such extension shall not exceed an additional ninety (90) days. In the case of a claim for disability benefits, the forty-five (45) day review period may be extended for up to thirty (30) days if necessary due to circumstances beyond the Plan Administrator’s control, and for an additional thirty (30) days, if necessary. Any extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Plan Administrator expects to render the determination on review.

Content of Notice:

The Plan Administrator shall provide written notice to every Claimant who is denied a claim for benefits which notice shall set forth the following:

The specific reason or reasons for the denial;

(ii.)

Specific reference to pertinent Executive Plan provisions on which the denial is based;

(iii.)

A description of any additional material or information necessary for the Claimant to perfect the claim, and any explanation of why such material or information is necessary; and

(iv.)

Any other information required by applicable regulations, including with respect to disability benefits.

Review Procedure:

The purpose of the Review Procedure is to provide a method by which a Claimant may have a reasonable opportunity to appeal a denial of a claim to the Plan Administrator for a full and fair review. The Claimant, or his duly authorized representative, may:

(i.)

Request a review upon written application to the Plan Administrator. Application for review must be made within sixty (60) days of receipt of written notice of denial of claim. If the denial of claim pertains to disability, application for review must be made within one hundred eighty (180) days of receipt of written notice of the denial of claim;

(ii.)

Review and copy (free of charge) pertinent Executive Plan documents, records and other information relevant to the Claimant’s claim for benefits;

(iii.)

Submit issues and concerns in writing, as well as documents, records, and other information relating to the claim.

Decision on Review:

(i.)

The Plan Administrator may, in its sole discretion, hold a hearing on the denied claim. If the Claimant’s initial claim is for disability benefits, any review of a denied claim shall be made by members of the Plan Administrator other than the original decision maker(s) and such person(s) shall not be a subordinate of the original decision maker(s). The decision on review shall be made promptly, but generally not later than sixty (60) days after receipt of the application for review. In the event that the denied claim pertains to disability, such decision shall not be made later than forty-five (45) days after receipt of the application for review. If the Plan Administrator determines that an extension of time for processing is required, written notice of the extension shall be furnished to the Claimant prior to the termination of the initial sixty (60) day period. In no event shall the extension exceed a period of sixty (60) days from the end of the initial period. In the event the denied claim pertains to disability, written notice of such extension shall be furnished to the Claimant prior to the termination of the initial forty-five (45) day period. In no event shall the extension exceed a period of thirty (30) days from the end of the initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Plan Administrator expects to render the determination on review.

(ii.)

The decision on review shall be in writing and shall include specific reasons for the decision written in an understandable manner with specific references to the pertinent Executive Plan provisions upon which the decision is based.

(iii.)

The review will take into account all comments, documents, records and other information submitted by the Claimant relating to the claim without regard to whether such information was submitted or considered in the initial benefit determination. Additional considerations shall be required in the case of a claim for disability benefits. For example, the claim will be reviewed without deference to the initial adverse benefits determination and, if the initial adverse benefit determination was based in whole or in part on a medical judgment, the Plan Administrator will consult with a health care professional with appropriate training and experience in the field of medicine involving the medical judgment. The health care professional who is consulted on appeal will not be the same individual who was consulted during the initial determination or the subordinate of such individual. If the Plan Administrator obtained the advice of medical or vocational experts in making the initial adverse benefits determination (regardless of whether the advice was relied upon), the Plan Administrator will identify such experts.

(iv.)

The decision on review will include a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records or other information relevant to the Claimant’s claim for benefits.

f.

Exhaustion of Remedies:

A Claimant must follow the claims review procedures under this Executive Plan and exhaust his or her administrative remedies before taking any further action with respect to a claim for benefits.

C.

Arbitration:

 

1.

 

Name:

 

Relationship:

 

SS#:

 

% if living:

 

Address:

(Street)

(City)

(State)

(Zip)

 

If deceased, designate %

 

to:

 

Relationship:

 

SS#:

 

Address:

(Street)

(City)

(State)

(Zip)

 

2.

 

Name:

 

Relationship:

 

SS#:

 

% if living:

 

Address:

(Street)

(City)

(State)

(Zip)

 

If deceased, designate %

 

to:

 

Relationship:

 

SS#:

 

Address:

(Street)

(City)

(State)

(Zip)

 

3.

 

Name:

 

Relationship:

 

SS#:

 

% if living:

 

Address:

(Street)

(City)

(State)

(Zip)

 

If deceased, designate %

 

to:

 

Relationship:

 

SS#:

 

Address:

(Street)

(City)

(State)

(Zip)

 

4.

 

Name:

 

Relationship:

 

SS#:

 

% if living:

 

Address:

(Street)

(City)

(State)

(Zip)

 

If deceased, designate %

 

to:

 

Relationship:

 

SS#:

 

Address:

(Street)

(City)

(State)

(Zip)

My Primary Beneficiary is The Estate of

as set forth in the last will and

Testament dated the

day of

, 200

and any codicils thereto.

 

Name of the Trust:

 

Execution Date of the Trust:

 

Name of the Trustee:

 

Beneficiary(ies) of the Trust:

(please indicate the percentage for each beneficiary):

 

Name(s):

 

Name(s):

 

Is this an Irrevocable Life Insurance Trust?     oYes     oNo

(If yes and this designation is for a Joint Beneficiary Agreement, an Assignment of Rights form must be completed.)

 

My Primary Beneficiary is The Estate of

 

as set forth in the last will and

Testament dated the

day of

, 200

and any codicils thereto.

 

Name of the Trust:

 

Execution Date of the Trust:

 

Name of the Trustee:

 

Beneficiary(ies) of the Trust:

(please indicate the percentage for each beneficiary):

 

Name(s):

 

Name(s):

 

Is this an Irrevocable Life Insurance Trust?     oYes     oNo

(If yes and this designation is for a Joint Beneficiary Designation Agreement, an Assignment of Rights form must be completed.)

If you make a mistake in completing this form, line out the erroneous information, add the correct information and initial the correction. The printed material on this form should not be deleted or altered in any way.

In all cases, the relationship of the beneficiary should be included with the beneficiary designations.

A Secondary Beneficiary will receive benefits only if the Primary Beneficiary(ies) does not survive the Insured. If naming more than one Secondary Beneficiary at 100% each, please indicate on designations 1, 2, 3 or 4 on the designation line which states: “If deceased, designate ____ %”.

If a married woman is named beneficiary, her full legal name should be shown.

When two or more beneficiaries are named, and they are not to share the benefits equally, enter the percentage each beneficiary is to receive on the form in the space provided. Dollars and cents should not be specified. When added together, the sum of the percentages going to the two or more named beneficiaries should equal 100%.

If a trustee is named beneficiary, show the exact name of the trust, date of the trust agreement, and the name and address of the trustee.