Common use of Compensation and Reimbursement Clause in Contracts

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association shall pay Executive as compensation a salary of $ 95,000 per year ("Base Salary"). Such Base Salary shall be payable in accordance with the customary payroll practices of the Association. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by a Committee designated by the Board, and the Board may increase Executive's Base Salary. In addition to the Base Salary provided in this Section 3(a), the Association shall provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the Association. (b) The Association will provide Executive with employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive's rights or benefits thereunder. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will be entitled to participate in or receive benefits under any employee benefit plans including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plan, medical coverage or any other employee benefit plan or arrangement made available by the Association in the future to its senior executives and key management employees, subject to, and on a basis consistent with, the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement of the Association, in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Association shall pay or reimburse Executive for all reasonable travel and other obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.

Compensation and Reimbursement. (a) The compensation specified under Executive shall be entitled to a salary from the Holding Company or its Subsidiaries in an amount not less than the Base Salary in effect on the date of signing this Agreement shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association shall pay Executive as compensation a salary of $ 95,000 per year ("“Base Salary"”). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or unqualified plan maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable in accordance with the customary payroll practices of the Associationbi-weekly. During the period of this Agreement, Executive's ’s Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board, and Board on such dates as shall be established by the Board or by the Committee. The Committee or the Board may increase Executive's ’s Base Salary. Any increase in Base Salary shall become the “Base Salary” for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Association Holding Company shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationHolding Company and its Subsidiaries. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Holding Company and its Subsidiaries will not, without Executive's ’s prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive's ’s rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Holding Company and its Subsidiaries in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Holding Company and its Subsidiaries in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Association Holding Company shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred in the performance of Executive’s obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Sections 1 and 2Section 2(b). The Association In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries shall pay Executive as compensation a salary of $ 95,000 not less than $___________ per year ("Base Salary"). Such Base Salary shall be payable in accordance with the customary payroll practices of the Associationbi-weekly. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one January 31 of each year during the term of this Agreement and shall be effective from the date first day of this Agreementsaid month through the end of the calendar year. Such review shall be conducted by a Committee designated by the BoardBoard of Directors of the Company and the Board of Directors of the Association (collectively the "Boards"), and the Board Boards may increase increase, but not decrease, Executive's Base Salary (any increase in Base Salary shall become the "Base Salary" for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Association Company and/or its subsidiaries shall provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationCompany and/or its subsidiaries. (b) The Association Company and/or its subsidiaries will provide Executive with employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Company and/or its subsidiaries will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive's rights or benefits thereunder. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will be entitled to participate in or receive benefits under any employee benefit plans including, including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Company and/or its subsidiaries in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Company and/or its subsidiaries in which Executive is eligible to participateparticipate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Cause). Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Association Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.

Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association shall pay Executive as compensation be entitled to a salary from the Holding Company or its Subsidiaries of $ 95,000 $________ per year ("Base Salary"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or unqualified plan maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable in accordance with the customary payroll practices of the Associationbi-weekly. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board, and . The Committee or the Board may increase Executive's Base Salary. Any increase in Base Salary shall become the "Base Salary" for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Association Holding Company shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationHolding Company and its Subsidiaries. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Holding Company and its Subsidiaries will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive's rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans plans, including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, stock or option plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Holding Company and its Subsidiaries in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan, plan or pursuant to any arrangement of the Association, Holding Company and its Subsidiaries in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Association Holding Company shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred in the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.

Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association shall pay Executive as compensation be entitled to a salary from the Holding Company or its Subsidiaries of $ 95,000 $115,000 per year ("Base Salary"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or unqualified plan maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable in accordance with the customary payroll practices of the Associationbi-weekly. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board, and . The Committee or the Board may increase Executive's Base Salary. Any increase in Base Salary shall become the "Base Salary" for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Association Holding Company shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationHolding Company and its Subsidiaries. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Holding Company and its Subsidiaries will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive's rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident planplans, medical coverage or and any other employee benefit plan or arrangement made available by the Association Holding Company and its Subsidiaries in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Holding Company and its Subsidiaries in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Association Holding Company shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred in the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Bank in exchange for the duties described in Sections Section 1 and 2of this Agreement. The Association Bank shall pay Executive Executive, as compensation compensation, a salary of $ 95,000 not less than $300,000 per year ("“Base Salary"”). Base Salary shall include any amounts of compensation deferred by Executive under any employee benefit plan or deferred compensation arrangement maintained by the Bank. Such Base Salary shall be payable bi-weekly or, if different, in accordance with the Bank’s customary payroll practices of the Associationpractices. During the period term of this Agreement, Executive's ’s Base Salary shall be reviewed at least annually; annually by the first such review will be made no later than one year from the date 31st day of this Agreementeach January. Such review shall be conducted by the Board or by a Committee committee designated by the Board, and . The committee or the Board may increase (but not decrease) Executive's ’s Base Salary at any time. Any increase in Base Salary shall become the “Base Salary” for purposes of this Agreement. The Board may engage the services of an independent consultant to determine the appropriate Base Salary. In addition to the Base Salary provided in this Section 3(a), the Association Bank shall also provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationBank, on the same basis (including cost) that such benefits are provided to other senior officers of the Bank. (b) The Association In addition to the Base Salary provided for in Section 3(a), the Bank will provide Executive with the opportunity to participate in employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving a benefit from immediately prior to the beginning of the term of this Agreement, and any other employee benefit plans, arrangements and perquisites suitable for the Association Bank’s senior executives adopted by the Bank subsequent to the Effective Date, and the Bank will not, without Executive's ’s prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive's ’s rights or benefits thereunder, without separately providing for an arrangement that ensures Executive receives, or will receive, the economic value that Executive would otherwise lose as a result of such adverse effect, unless such changes apply equally to all other employees or senior officers of the Bank. Without limiting the generality of the foregoing provisions of this Subsection (bSection 3(b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans plans, whether tax-qualified or otherwise, including, but not limited to, retirement plans, supplemental retirement plans, deferred compensation plans, pension plans, profit-sharing plans, employee stock ownership plans, stock award or stock option plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Bank in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangementsarrangements (including designation by the Board of eligibility to participate, if applicable). Executive will shall also be entitled to incentive compensation and bonuses as provided in any plan, plan or pursuant to any arrangement of the Association, Bank in which Executive is eligible to participateparticipate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than Termination for Just Cause). Nothing paid to the Executive under any such plan plans or arrangement arrangements will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (aSection 3(a) of this and other compensation and benefits provided for by Section 33(b), the Association Bank shall pay or reimburse Executive for all reasonable travel and other expenses incurred by Executive in performing his obligations under this Agreement in accordance with the Bank’s reimbursement policies. Such reimbursements shall be made promptly by the Bank, and may provide in any event, not later than March 15 of the year immediately following the calendar year in which Executive incurred such additional compensation expense. (d) Executive shall be entitled to paid time off in such form accordance with the standard policies of the Bank for senior executive officers, but in no event less than thirty (30) days paid time off during each year of employment. Executive shall receive his Base Salary and such amounts as other benefits during periods of paid time off. Executive shall also be entitled to paid legal holidays in accordance with the Board may from time policies of the Bank. Executive shall also be entitled to time determinesick leave in accordance with the policies of the Bank, but in no event less than the number of days of sick leave per year to which Executive was entitled at the Effective Date of this Agreement.

Compensation and Reimbursement. (a) The Holding Company shall pay Executive as compensation under this Agreement a salary of not less than $33,415.00 (including amounts attributable to duties compensable with respect to On-Line Financial Services) per year. The compensation specified under this Agreement, together with a portion of that compensation that otherwise would be paid by the Bank pursuant to the Bank Agreement ("Base Salary"), shall constitute the salary and benefits consideration paid for the duties described in Sections 1 and 2Section 1. The Association Base Salary shall pay also include any amounts of compensation deferred by Executive as compensation under a salary of $ 95,000 per year ("Base Salary")qualified plan maintained by the Bank. Such Base Salary shall be payable in accordance with the customary payroll practices of the Associationbi-weekly. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by a the Compensation Committee designated by the Board, and the Board may increase Executive's Base Salary. An increase shall become the "Base Salary" for purposes of this Agreement. In no event shall Executive's annual rate of salary under this Agreement in effect at a particular time be reduced without her prior written consent. In addition to the Base Salary provided in this Section 3(a), the Association Holding Company shall also provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationHolding Company and the Bank. (b) The Association Holding Company will provide Executive with employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Holding Company will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive's rights or benefits thereunder, provided, however, that the Holding Company may make such changes to such plans, agreements or perquisites generally provided on a nondiscriminatory basis to all employees, without the Executive's consent. The Holding Company may acquire "Key Man" insurance on Executive upon such terms and conditions as may be determined from time to time by the Holding Company. Upon an Event of Termination as defined below, the Holding Company shall transfer all "Key Man" life insurance if any is owned by the Bank or the Holding Company to Executive. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will be entitled to participate in or and receive benefits under any employee benefit plans ("Benefit Plans") whether tax qualified or not, including, but not limited to, stock grants, restricted stock, stock options (and other option derived benefits), Employee Stock Ownership Plans ("ESOP"), or any other stock based benefit plan, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-and- accident plan, medical coverage or any other employee benefit plan Benefit Plan or arrangement made available by the Association Holding Company or the Bank in the future to its senior executives and key management employees, with awards, grants and levels of benefits for Executive equal to at least levels customary in the industry for persons of like title, authority and responsibility as Executive and with levels of Executive's past participation in the Benefit Plans of the Holding Company or Bank subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Because the Holding Company has determined to pay a portion of Base Salary that might otherwise be attributable to the Executive's efforts on behalf of the Bank, in order that the Bank may continue to increase levels of capital while making available sufficient levels of compensation as are necessary to retain other senior executives instrumental to the continuing success of the Bank, all Base Salary earned by the Executive from the Holding Company pursuant to this Agreement and the Bank pursuant to the Bank Agreement shall be considered when determining the maximum extent that the Executive can participate under any Benefit Plan offered by either the Holding Company or the Bank. Executive will be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Holding Company in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Association Holding Company shall provide Executive with a late model automobile ("Automobile"), or Automobile allowance in lieu thereof, and shall pay or reimburse Executive for all business entertainment expense, travel, Automobile maintenance, operation and insurance and any other reasonable travel and other expenses incurred by Executive to performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine. (d) In the event that Executive assumes additional duties and responsibilities pursuant to Section 2(c) of this Agreement by reason of one of the circumstances contained in Section 2(c) of this Agreement, and the Executive receives or will receive less than the full amount of compensation and benefits formerly entitled to him under the Bank Agreement, the Holding Company shall assume the obligation to provide Executive with compensation and benefits in accordance with the Bank Agreement, less any compensation and benefits received from the Bank, subject to the terms and conditions of this Agreement including the Termination for Cause provisions in Section 8. (e) In addition to Executive's Base Salary as provided in paragraph (a) of this Section 3 and any incentive compensation or discretionary bonus otherwise paid or payable to other senior executives or to this Executive exclusively, the Holding Company shall annually award a Fixed Incentive Award to Executive in an amount equal to one percent (1%) of the pre-tax profit of the Holding Company and each separately incorporated or organized subsidiary, on an unconsolidated basis, except to the extent paid under the terms of the Bank Agreement. The Fixed Incentive Award shall be paid to Executive or his designated beneficiary upon the earlier of (i) the termination by the Holding Company of her employment for other than Termination for Cause; (ii) the expiration of this Agreement; (iii) her death or Disability; or (iv) annually, upon the anniversary of this Agreement. In the event Executive is subject to Termination for Cause or voluntarily terminates her employment, Executive shall forfeit all rights to the Fixed Incentive Award provided under this paragraph.

Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association shall pay Executive as compensation be entitled to a salary from the Holding Company or its Subsidiaries of $ 95,000 $________ per year ("Base Salary"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or unqualified plan maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable in accordance with the customary payroll practices of the Associationbi-weekly. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board, and . The Committee or the Board may increase Executive's Base Salary. Any increase in Base Salary shall become the "Base Salary" for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Association Holding Company shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationHolding Company and its Subsidiaries. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Holding Company and its Subsidiaries will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive's rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-profit- sharing plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Holding Company and its Subsidiaries in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Holding Company and its Subsidiaries in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Association Holding Company shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred in the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.

Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association shall pay Executive as compensation be entitled to a salary from the Holding Company or its Subsidiaries of $ 95,000 $150,000 per year ("Base Salary"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or unqualified plan maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable in accordance with the customary payroll practices of the Associationbi-weekly. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board, and . The Committee or the Board may increase Executive's Base Salary. Any increase in Base Salary shall become the "Base Salary" for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Association Holding Company shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationHolding Company and its Subsidiaries. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Holding Company and its Subsidiaries will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive's rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-profit- sharing plans, health-and-accident planplans, medical coverage or and any other employee benefit plan or arrangement made available by the Association Holding Company and its Subsidiaries in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Holding Company and its Subsidiaries in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Association Holding Company shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred in the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Sections 1 and 2Section 2(b). The Association Bank shall pay Executive as compensation a salary of $ 95,000 not less than $______________ per year ("Base Salary"). Such Base Salary shall be payable in accordance with the customary payroll practices of the Associationbi-weekly. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one [January 31] of each year during the term of this Agreement and shall be effective from the date first day of this Agreementsaid month through the end of the calendar year. Such review shall be conducted by a Committee designated by the Board, and the Board may increase increase, but not decrease, Executive's Base Salary (any increase in Base Salary shall become the "Base Salary" for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Association Bank shall provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationBank. (b) The Association Bank will provide Executive with employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Bank will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive's rights or benefits thereunder. Without limiting the generality of the foregoing provisions of this Subsection (bSection 3(b), Executive will be entitled to participate in or receive benefits under any employee benefit plans including, including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Bank in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Bank in which Executive is eligible to participateparticipate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than Termination for Cause). Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph Paragraph (a) of this Section 3, the Association Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association Institution shall pay Executive as compensation a salary of $ 95,000 $___________ per year ("Base Salary"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or unqualified plan maintained by the Institution. Such Base Salary shall be payable in accordance with the customary payroll practices of the Associationbi-weekly. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by the Board or by a Committee designated of the Board, delegated such responsibility by the Board, and . The Committee or the Board may increase Executive's Base Salary. Any increase in Base Salary shall become the "Base Salary" for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Association Institution shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationInstitution. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Institution will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive's rights or benefits thereunder; except to the extent such changes are made applicable to all Institution employees on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans plans, including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, stock or option plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Institution in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan, plan or pursuant to any arrangement of the Association, Institution in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Association Institution shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Sections 1 and 2Section 2(b). The Association In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries shall pay Executive as compensation a salary of $ 95,000 not less than Seven Hundred Fifty Thousand Dollars ($750,000) per year ("“Base Salary"”). Such Base Salary shall be payable bi-weekly, or in accordance with the customary Company’s normal payroll practices of the Associationpractices. During the period of this Agreement, Executive's ’s Base Salary shall be reviewed at least annually; the first such review will be made no later than one December 31 of each year during the term of this Agreement and shall be effective from the date first day of this Agreementthe next calendar year. Such review shall be conducted by a Committee designated by the BoardBoard of Directors of the Company and the Board of Directors of the Bank (collectively the “Boards”), and the Board Boards may increase, but not decrease, Executive’s Base Salary (any increase Executive's in Base Salary shall become the “Base Salary” for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Association Company and/or its subsidiaries shall provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationCompany and/or its subsidiaries. (b) The Association Company and/or its subsidiaries will provide Executive with employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Company and/or its subsidiaries will not, without Executive's ’s prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive's ’s rights or benefits thereunder. Without limiting the generality of the foregoing provisions of this Subsection (bSection 3(b), Executive will be entitled to participate in or receive benefits under any employee benefit plans including, including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Company and/or its subsidiaries in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Company and/or its subsidiaries in which Executive is eligible to participateparticipate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause). Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Association Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Bank in exchange for the duties described in Sections Section 1 and 2of this Agreement. The Association Bank shall pay Executive Executive, as compensation compensation, a salary of $ 95,000 not less than $350,000 per year ("“Base Salary"”). Base Salary shall include any amounts of compensation deferred by Executive under any employee benefit plan or deferred compensation arrangement maintained by the Bank. Such Base Salary shall be payable bi-weekly or, if different, in accordance with the Bank’s customary payroll practices of the Associationpractices. During the period term of this Agreement, Executive's ’s Base Salary shall be reviewed at least annually; annually by the first such review will be made no later than one year from the date 31st day of this Agreementeach January. Such review shall be conducted by the Board or by a Committee committee designated by the Board, and . The committee or the Board may increase (but not decrease) Executive's ’s Base Salary at any time. Any increase in Base Salary shall become the “Base Salary” for purposes of this Agreement. The Board may engage the services of an independent consultant to determine the appropriate Base Salary. In addition to the Base Salary provided in this Section 3(a), the Association Bank shall also provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationBank, on the same basis (including cost) that such benefits are provided to other senior officers of the Bank. (b) The Association In addition to the Base Salary provided for in Section 3(a), the Bank will provide Executive with the opportunity to participate in employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving a benefit from immediately prior to the beginning of the term of this Agreement, and any other employee benefit plans, arrangements and perquisites suitable for the Association Bank’s senior executives adopted by the Bank subsequent to the Effective Date, and the Bank will not, without Executive's ’s prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive's ’s rights or benefits thereunder, without separately providing for an arrangement that ensures Executive receives, or will receive, the economic value that Executive would otherwise lose as a result of such adverse effect, unless such changes apply equally to all other employees or senior officers of the Bank. Without limiting the generality of the foregoing provisions of this Subsection (bSection 3(b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans plans, whether tax-qualified or otherwise, including, but not limited to, retirement plans, supplemental retirement plans, deferred compensation plans, pension plans, profit-sharing plans, employee stock ownership plans, stock award or stock option plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Bank in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangementsarrangements (including designation by the Board of eligibility to participate, if applicable). Executive will shall also be entitled to incentive compensation and bonuses as provided in any plan, plan or pursuant to any arrangement of the Association, Bank in which Executive is eligible to participateparticipate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than Termination for Just Cause). Nothing paid to the Executive under any such plan plans or arrangement arrangements will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (aSection 3(a) of this and other compensation and benefits provided for by Section 33(b), the Association Bank shall pay or reimburse Executive for all reasonable travel and other expenses incurred by Executive in performing his obligations under this Agreement in accordance with the Bank’s reimbursement policies. Such reimbursements shall be made promptly by the Bank, and may provide in any event, not later than March 15 of the year immediately following the calendar year in which Executive incurred such additional compensation expense. (d) Executive shall be entitled to paid time off in such form accordance with the standard policies of the Bank for senior executive officers, but in no event less than thirty (30) days paid time off during each year of employment. Executive shall receive his Base Salary and such amounts as other benefits during periods of paid time off. Executive shall also be entitled to paid legal holidays in accordance with the Board may from time policies of the Bank. Executive shall also be entitled to time determinesick leave in accordance with the policies of the Bank, but in no event less than the number of days of sick leave per year to which Executive was entitled at the Effective Date of this Agreement.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Bank in exchange for the duties described in Sections Section 1 and 2of this Agreement. The Association Bank shall pay Executive Executive, as compensation compensation, a salary of $ 95,000 not less than $195,000 per year ("“Base Salary"”). Such Base Salary shall include any amounts of compensation deferred by Executive under any employee benefit plan or deferred compensation arrangement maintained by the Bank. Base Salary shall be payable bi-weekly or, if different, in accordance with the Bank’s customary payroll practices of the Associationpractices. During the period term of this Agreement, Executive's ’s Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date annually by December 31st of this Agreementeach year. Such The review shall be conducted by the Board of Directors or by a Committee committee designated by the Board, and Board of Directors. The committee or the Board of Directors may increase, but not decrease, Executive’s Base Salary at any time, except for a decrease not in excess of any decrease generally applicable to all officers of the Bank. Any increase Executive's in Base Salary shall become the “Base Salary” for purposes of this Agreement. The Board of Directors may engage the services of an independent consultant to assist in the determination of the appropriate Base Salary. In addition to the Base Salary provided in this Section 3(a)3, the Association Bank shall also provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationBank, on a basis (including cost) no less favorable than the benefits provided to other senior officers of the Bank. (b) The Association In addition to the Base Salary provided for in Section 3(a), the Bank will provide Executive with the opportunity to participate in employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving a benefit from immediately prior to the beginning of Effective Date, and any other employee benefit plans, arrangements and perquisites suitable for the term of this AgreementBank’s senior executives adopted by the Bank subsequent to the Effective Date, and the Association Bank will not, without Executive's ’s prior written consent, make any changes in such the plans, arrangements or perquisites which would adversely affect Executive's ’s rights or benefits thereunder, without separately providing for an arrangement that ensures Executive receives or will receive the economic value that Executive would otherwise lose as a result of such adverse effect, unless the changes apply equally to all other employees or senior officers of the Bank. Without limiting the generality of the foregoing provisions of this Subsection (bSection 3(b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans plans, whether tax-qualified or otherwise, including, but not limited to, retirement plans, supplemental retirement plans, deferred compensation plans, pension plans, profit-sharing plans, employee stock ownership plans, stock award or stock option plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Bank in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such the plans and arrangementsarrangements (including designation by the Board of Directors of eligibility to participate, if applicable). Executive will shall also be entitled to participate in any incentive compensation and bonuses as provided in any plan, or pursuant to any bonus plan or arrangement of the Association, Bank in which Executive is eligible to participateparticipate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than Termination for Just Cause). Nothing paid to the Executive under any such plan the plans or arrangement arrangements will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition, Executive will participate in the Bank’s incentive compensation plan. (d) In addition to the Base Salary provided for by paragraph (aSection 3(a) of this Section 3and other compensation and benefits provided for by Sections 3(b) and 3(c), the Association Bank shall pay or reimburse Executive for all reasonable travel and other expenses incurred by Executive in performing his obligations under this Agreement in accordance with the Bank’s reimbursement policies, provided that the reimbursement is made within one calendar year following the date on which the expense was incurred and provided further that the right to reimbursement is not exchanged for another benefit. The amount of expenses eligible for reimbursement during the calendar year may provide such not affect the expenses eligible for reimbursement in any other calendar year. (e) Executive shall be entitled to paid time off in accordance with the standard policies of the Bank for senior executive officers, but in no event less than 20 days paid time off during each year of employment. Executive shall receive his Base Salary and other benefits during periods of paid leave. Executive shall also be entitled to paid legal holidays in accordance with the policies of the Bank. Executive shall also be entitled to a minimum of 15 days sick leave and then additional compensation days as accrued in such form and such amounts as accordance with the Board may from time policies of the Bank, but in no event less than the number of days of sick leave per year to time determinewhich Executive was entitled at the Effective Date.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Sections 1 and 2Section 2(b). The Association In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries shall pay Executive as compensation a salary of $ 95,000 not less than Five Hundred Thousand Dollars ($500,000) per year ("“Base Salary"”). Such Base Salary shall be payable bi-weekly, or in accordance with the customary Company’s normal payroll practices of the Associationpractices. During the period of this Agreement, Executive's ’s Base Salary shall be reviewed at least annually; the first such review will be made no later than one December 31 of each year during the term of this Agreement and shall be effective from the date first day of this Agreementthe next calendar year. Such review shall be conducted by a Committee designated by the BoardBoard of Directors of the Company and the Board of Directors of the Bank (collectively the “Boards”), and the Board Boards may increase, but not decrease, Executive’s Base Salary (any increase Executive's in Base Salary shall become the “Base Salary” for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Association Company and/or its subsidiaries shall provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationCompany and/or its subsidiaries. (b) The Association Company and/or its subsidiaries will provide Executive with employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Company and/or its subsidiaries will not, without Executive's ’s prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive's ’s rights or benefits thereunder. Without limiting the generality of the foregoing provisions of this Subsection (bSection 3(b), Executive will be entitled to participate in or receive benefits under any employee benefit plans including, including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Company and/or its subsidiaries in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Company and/or its subsidiaries in which Executive is eligible to participateparticipate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause). Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Association Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Bank in exchange for the duties described in Sections Section 1 and 2of this Agreement. The Association Bank shall pay Executive Executive, as compensation compensation, a salary of $ 95,000 not less than $676,000 per year ("“Base Salary"”). Base Salary shall include any amounts of compensation deferred by Executive under any employee benefit plan or deferred compensation arrangement maintained by the Bank. Such Base Salary shall be payable bi-weekly or, if different, in accordance with the Bank’s customary payroll practices of the Associationpractices. During the period term of this Agreement, Executive's ’s Base Salary shall be reviewed at least annually; annually by the first such review will be made no later than one year from the date 31st day of this Agreementeach January. Such review shall be conducted by the Board or by a Committee committee designated by the Board, and . The committee or the Board may increase (but not decrease) Executive's ’s Base Salary at any time. Any increase in Base Salary shall become the “Base Salary” for purposes of this Agreement. The Board may engage the services of an independent consultant to assist in determining an appropriate Base Salary. In addition to the Base Salary provided in this Section 3(a), the Association Bank shall also provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationBank, on the same basis (including cost) that such benefits are provided to other senior officers of the Bank. (b) The Association In addition to the Base Salary provided for in Section 3(a), the Bank will provide Executive with the opportunity to participate in employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving a benefit from immediately prior to the beginning of the term of this Agreement, and any other employee benefit plans, arrangements and perquisites suitable for the Association Bank’s senior executives adopted by the Bank subsequent to the Effective Date. The Bank will not, without Executive's ’s prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive's ’s rights or benefits thereunderthereunder (other than changes that would apply equally to all other employees or senior officers, as applicable, participating in such plans, arrangements or perquisites) without separately providing for an arrangement that ensures Executive receives, or will receive, the economic value that Executive would otherwise lose as a result of such adverse effect. Without limiting the generality of the foregoing provisions of this Subsection (bSection 3(b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans plans, whether tax-qualified or otherwise, including, but not limited to, retirement plans, supplemental retirement plans, deferred compensation plans, pension plans, profit-sharing plans, employee stock ownership plans, stock award or stock option plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Bank in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangementsarrangements (including designation by the Board of eligibility to participate, if applicable). Executive will shall also be entitled to incentive compensation and bonuses as provided in any plan, plan or pursuant to any arrangement of the Association, Bank in which Executive is eligible to participateparticipate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than Termination for Just Cause). Nothing paid to the Executive under any such plan plans or arrangement arrangements will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (aSection 3(a) of this and other compensation and benefits provided for by Section 33(b), the Association Bank shall pay or reimburse Executive for all reasonable travel and other expenses incurred by Executive in performing his obligations under this Agreement in accordance with the Bank’s reimbursement policies. Such reimbursements shall be made promptly by the Bank, and, in any event, not later than March 15 of the year immediately following the calendar year in which Executive incurred such expense. (d) The Bank shall continue to sponsor and may pay for the non-qualified supplemental retirement income plan(s) in effect on the date hereof for the benefit of Executive and shall provide Executive with a life insurance policy owned by Executive or a family trust for which the Bank pays all premiums, provided that Executive shall recognize income on such additional compensation coverage at the rates determined pursuant to applicable federal and state tax laws. The Bank shall also pay or reimburse Executive for the annual dues associated with Executive’s membership in such form a country club of Executive’s choice located in the market area served by the Bank. In addition, during the term of this Agreement the Bank shall lease, or reimburse Executive for the expense of leasing, an automobile for use by Executive provided the monthly lease payment does not exceed $1,500, and such amounts as provided further that the monthly lease allowance shall be reviewed by the Board may from at each Anniversary Date of the Agreement. The Bank shall also pay directly, or reimburse Executive for, the reasonable expenses associated with the use of such automobile, including gasoline, maintenance expenses and insurance. Such reimbursements and payments shall be made promptly by the Bank and, in any event, not later than March 15 of the year immediately following the calendar year in which Executive incurred such expense. (e) Executive shall be entitled to paid time off in accordance with the standard policies of the Bank for senior executive officers, but in no event less than thirty (30) days paid time off during each year of employment. Executive shall receive his Base Salary and other benefits during periods of paid time off. Executive shall also be entitled to time determinepaid legal holidays in accordance with the policies of the Bank. Executive shall also be entitled to sick leave in accordance with the policies of the Bank, but in no event less than the number of days of sick leave per year to which Executive was entitled at the Effective Date of this Agreement.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association shall pay Executive as compensation a salary of $ 95,000 $135,608 per year ("Base Salary"). Base Salary shall include any amounts of compensation deferred by Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Association. Such Base Salary shall be payable in accordance with the customary payroll practices of the Associationbi-weekly. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by the Board or by a Committee designated of the Board, delegated such responsibility by the Board, and . The Committee or the Board may increase Executive's Base Salary. Any increase in Base Salary shall become the "Base Salary" for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Association shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Association. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive's rights or benefits thereunder; except to the extent such changes are made applicable to all Association employees on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including, including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Association in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Association shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred in the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.

Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association shall pay Executive as compensation be entitled to a salary from the Holding Company or its Subsidiaries of $ 95,000 $218,195 per year ("Base Salary"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or non-qualified plan maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable in accordance with the customary payroll practices of the Associationbi-weekly. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board, and . The Committee or the Board may increase Executive's Base Salary. Any increase in Base Salary shall become the "Base Salary" for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Association Holding Company shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationHolding Company and its Subsidiaries. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Holding Company and its Subsidiaries will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive's rights or benefits thereunder. Without limiting , except to the generality of the foregoing provisions of this Subsection (b), Executive will be entitled extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in or receive benefits under any employee benefit plans including, but not limited to, retirement such plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plan, medical coverage or any other employee benefit plan or arrangement made available by the Association in the future to its senior executives arrangements and key management employees, subject to, and perquisites on a basis consistent with, the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement of the Association, in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e)non-discriminatory basis. (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Association shall pay or reimburse Executive for all reasonable travel and other obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.

Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association shall pay Executive as compensation be entitled to a salary from the Holding Company or its Subsidiaries of $ 95,000 $________ per year ("Base Salary"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or non-qualified plan maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable in accordance with the customary payroll practices of the Associationbi-weekly. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board, and . The Committee or the Board may increase Executive's Base Salary. Any increase in Base Salary shall become the "Base Salary" for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Association Holding Company shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationHolding Company and its Subsidiaries. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Holding Company and its Subsidiaries will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive's rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Holding Company and its Subsidiaries in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Holding Company and its Subsidiaries in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Association Holding Company shall pay or reimburse Executive for all reasonable travel travel, including reasonable expenses for spouses travel, and other reasonable expenses incurred in the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association Bank shall pay Executive as compensation a salary of $ 95,000 $62,500 per year ("Base Salary"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or unqualified plan maintained by the Bank. Such Base Salary shall be payable in accordance with the customary payroll practices of the Associationbi-weekly. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by the Board or by a Committee designated of the Board, delegated such responsibility by the Board, and . The Committee or the Board may increase Executive's Base Salary. Any increase in Base Salary shall become the "Base Salary" for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Association Bank shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationBank. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Bank will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive's rights or benefits thereunder; except to the extent such changes are made applicable to all Bank employees on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including, including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Bank in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Bank in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Association Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive performing her obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Bank in exchange for the duties described in Sections Section 1 and 2of this Agreement. The Association Bank shall pay Executive Executive, as compensation compensation, a salary of $ 95,000 not less than $280,000 per year ("“Base Salary"”). Base Salary shall include any amounts of compensation deferred by Executive under any employee benefit plan or deferred compensation arrangement maintained by the Bank. Such Base Salary shall be payable bi-weekly or, if different, in accordance with the Bank’s customary payroll practices of the Associationpractices. During the period term of this Agreement, Executive's ’s Base Salary shall be reviewed at least annually; annually by the first such review will be made no later than one year from the date 31st day of this Agreementeach January. Such review shall be conducted by the Board or by a Committee committee designated by the Board, and . The committee or the Board may increase (but not decrease) Executive's ’s Base Salary at any time. Any increase in Base Salary shall become the “Base Salary” for purposes of this Agreement. The Board may engage the services of an independent consultant to determine the appropriate Base Salary. In addition to the Base Salary provided in this Section 3(a), the Association Bank shall also provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationBank, on the same basis (including cost) that such benefits are provided to other senior officers of the Bank. (b) The Association In addition to the Base Salary provided for in Section 3(a), the Bank will provide Executive with the opportunity to participate in employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving a benefit from immediately prior to the beginning of the term of this Agreement, and any other employee benefit plans, arrangements and perquisites suitable for the Association Bank’s senior executives adopted by the Bank subsequent to the Effective Date, and the Bank will not, without Executive's ’s prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive's ’s rights or benefits thereunder, without separately providing for an arrangement that ensures Executive receives, or will receive, the economic value that Executive would otherwise lose as a result of such adverse effect, unless such changes apply equally to all other employees or senior officers of the Bank. Without limiting the generality of the foregoing provisions of this Subsection (bSection 3(b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans plans, whether tax-qualified or otherwise, including, but not limited to, retirement plans, supplemental retirement plans, deferred compensation plans, pension plans, profit-sharing plans, employee stock ownership plans, stock award or stock option plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Bank in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangementsarrangements (including designation by the Board of eligibility to participate, if applicable). Executive will shall also be entitled to incentive compensation and bonuses as provided in any plan, plan or pursuant to any arrangement of the Association, Bank in which Executive is eligible to participateparticipate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than Termination for Just Cause). Nothing paid to the Executive under any such plan plans or arrangement arrangements will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (aSection 3(a) of this and other compensation and benefits provided for by Section 33(b), the Association Bank shall pay or reimburse Executive for all reasonable travel and other expenses incurred by Executive in performing his obligations under this Agreement in accordance with the Bank’s reimbursement policies. (d) Executive shall be entitled to paid time off in accordance with the standard policies of the Bank for senior executive officers, but in no event less than thirty (30) days paid time off during each year of employment. Executive shall receive his Base Salary and may provide such additional compensation other benefits during periods of paid time off. Executive shall also be entitled to paid legal holidays in such form and such amounts as accordance with the Board may from time policies of the Bank. Executive shall also be entitled to time determinesick leave in accordance with the policies of the Bank, but in no event less than the number of days of sick leave per year to which Executive was entitled at the Effective Date of this Agreement.

Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association shall pay Executive as compensation be entitled to a salary from the Holding Company or its Subsidiaries of $ 95,000 $191,000 per year ("Base Salary"). Base Salary shall include any amounts of compensation deferred by Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable in accordance with the customary Holding Company's payroll practices of the Associationpractices. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board, and . The Committee or the Board may increase Executive's Base Salary at anytime. Any increase in Base Salary shall become the "Base Salary" for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Association Holding Company shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationHolding Company and its Subsidiaries. In addition, Executive shall be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Holding Company or its Subsidiaries in which Executive is eligible to participate. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Holding Company and its Subsidiaries will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive's rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit all plans includingrelating to stock options, but not limited torestricted stock awards, retirement plansstock purchases, pension, thrift, supplemental retirement plans, pension plansretirement, profit-sharing planssharing, health-and-accident planemployee stock ownership, group life insurance, medical coverage and other health and welfare coverage, education, cash or any other employee benefit plan stock bonuses that are now or arrangement hereafter made available by the Association in the future Holding Company or its Subsidiaries to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Holding Company and its Subsidiaries in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Association The Holding Company shall pay or reimburse Executive for all reasonable travel and other expenses incurred in the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Bank in exchange for the duties described in Sections Section 1 and 2of this Agreement. The Association Bank shall pay Executive Executive, as compensation compensation, a salary of $ 95,000 not less than $220,000 per year ("“Base Salary"”). Base Salary shall include any amounts of compensation deferred by Executive under any employee benefit plan or deferred compensation arrangement maintained by the Bank. Such Base Salary shall be payable bi-weekly or, if different, in accordance with the Bank’s customary payroll practices of the Associationpractices. During the period term of this Agreement, Executive's ’s Base Salary shall be reviewed at least annually; annually by the first such review will be made no later than one year from the date 31st day of this Agreementeach January. Such review shall be conducted by the Board or by a Committee committee designated by the Board, and . The committee or the Board may increase (but not decrease) Executive's ’s Base Salary at any time. Any increase in Base Salary shall become the “Base Salary” for purposes of this Agreement. The Board may engage the services of an independent consultant to determine the appropriate Base Salary. In addition to the Base Salary provided in this Section 3(a)Section, the Association Bank shall also provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationBank, on the same basis (including cost) that such benefits are provided to other senior officers of the Bank. (b) The Association In addition to the Base Salary provided for in Section 3(a), the Bank will provide Executive with the opportunity to participate in employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving a benefit from immediately prior to the beginning of the term of this Agreement, and any other employee benefit plans, arrangements and perquisites suitable for the Association Bank’s senior executives adopted by the Bank subsequent to the Effective Date, and the Bank will not, without Executive's ’s prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive's ’s rights or benefits thereunder, without separately providing for an arrangement that ensures Executive receives or will receive the economic value that Executive would otherwise lose as a result of such adverse effect, unless such changes apply equally to all other employees or senior officers of the Bank. Without limiting the generality of the foregoing provisions of this Subsection (bSection 3(b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans plans, whether tax-qualified or otherwise, including, but not limited to, retirement plans, supplemental retirement plans, deferred compensation plans, pension plans, profit-sharing plans, employee stock ownership plans, stock award or stock option plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Bank in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangementsarrangements (including designation by the Board of eligibility to participate, if applicable). Executive will shall also be entitled to incentive compensation and bonuses as provided in any plan, plan or pursuant to any arrangement of the Association, Bank in which Executive is eligible to participateparticipate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than Termination for Just Cause). Nothing paid to the Executive under any such plan plans or arrangement arrangements will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (aSection 3(a) of this and other compensation and benefits provided for by Section 33(b), the Association Bank shall pay or reimburse Executive for all reasonable travel and other expenses incurred by Executive in performing his obligations under this Agreement in accordance with the Bank’s reimbursement policies. (d) Executive shall be entitled to paid time off in accordance with the standard policies of the Bank for senior executive officers, but in no event less than thirty (30) days paid time off during each year of employment. Executive shall receive his Base Salary and may provide such additional compensation other benefits during periods of paid time off. Executive shall also be entitled to paid legal holidays in such form and such amounts as accordance with the Board may from time to time determinepolicies of the Bank.

Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association shall pay Executive as compensation be entitled to a salary from the Holding Company or its Subsidiaries of $ 95,000 $125,000 per year ("Base Salary"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or non-qualified plan maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable in accordance with the customary payroll practices of the Associationweekly. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board, and . The Committee or the Board may increase Executive's Base Salary. Any increase in Base Salary shall become the "Base Salary" for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Association Holding Company shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationHolding Company and its Subsidiaries. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Holding Company and its Subsidiaries will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive's rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Holding Company and its Subsidiaries in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Holding Company and its Subsidiaries in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement. In addition, except Executive shall be entitled to receive fees for serving as provided under Section 5(e)a director of the Holding Company. (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Association Holding Company shall pay or reimburse Executive for all reasonable travel travel, including reasonable expenses for spouses travel, and other reasonable expenses incurred in the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association Bank shall pay Executive as compensation a salary of $ 95,000 not less than $112,326.00 per year ("Base Salary"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or non-qualified plan maintained by the Bank. Such Base Salary shall be payable in accordance with the customary payroll practices of the Associationbi-weekly. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by the Board or by a Committee designated of the Board, delegated such responsibility by the Board, and . The Committee or the Board may increase Executive's Base Salary. Any increase in Base Salary shall become the "Base Salary" for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Association Bank shall also provide Executive Executive, at no cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationBank. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plansplans ("Benefit Plans"), arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Bank will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive's rights or benefits thereunder; provided, however, that the Bank may make such changes to such plans, arrangements or perquisites generally provided to all Bank employees on a non-discriminatory basis. The Bank may acquire "Key Man" insurance on Executive upon such terms and conditions as may be determined from time to time by the Bank. Upon an Event of Termination as defined below, the Bank shall transfer an "Key Man" life insurance, if any is owned by the Bank, to Executive. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plan, medical coverage or any other employee benefit plan or arrangement made available by the Association in the future to its senior executives and key management employees, subject to, and on a basis consistent with, the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement of the Association, in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Association shall pay or reimburse Executive for all reasonable travel and other obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.Benefit

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Bank in exchange for the duties described in Sections Section 1 and 2of this Agreement. The Association Bank shall pay Executive Executive, as compensation compensation, a salary of $ 95,000 not less than $220,000 per year ("Base Salary"). Base Salary shall include any amounts of compensation deferred by Executive under any employee benefit plan or deferred compensation arrangement maintained by the Bank. Such Base Salary shall be payable bi-weekly or, if different, in accordance with the Bank's customary payroll practices of the Associationpractices. During the period term of this Agreement, Executive's Base Salary shall be reviewed at least annually; annually by the first such review will be made no later than one year from the date 31st day of this Agreementeach January. Such review shall be conducted by the Board or by a Committee committee designated by the Board, and . The committee or the Board may increase (but not decrease) Executive's Base Salary at any time. Any increase in Base Salary shall become the "Base Salary" for purposes of this Agreement. The Board may engage the services of an independent consultant to determine the appropriate Base Salary. In addition to the Base Salary provided in this Section 3(a), the Association Bank shall also provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationBank, on the same basis (including cost) that such benefits are provided to other senior officers of the Bank. (b) The Association In addition to the Base Salary provided for in Section 3(a), the Bank will provide Executive with the opportunity to participate in employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving a benefit from immediately prior to the beginning of the term of this Agreement, and any other employee benefit plans, arrangements and perquisites suitable for the Association Bank's senior executives adopted by the Bank subsequent to the Effective Date, and the Bank will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive's rights or benefits thereunder, without separately providing for an arrangement that ensures Executive receives, or will receive, the economic value that Executive would otherwise lose as a result of such adverse effect, unless such changes apply equally to all other employees or senior officers of the Bank. Without limiting the generality of the foregoing provisions of this Subsection (bSection 3(b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans plans, whether tax-qualified or otherwise, including, but not limited to, retirement plans, supplemental retirement plans, deferred compensation plans, pension plans, profit-sharing plans, employee stock ownership plans, stock award or stock option plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Bank in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangementsarrangements (including designation by the Board of eligibility to participate, if applicable). Executive will shall also be entitled to incentive compensation and bonuses as provided in any plan, plan or pursuant to any arrangement of the Association, Bank in which Executive is eligible to participateparticipate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than Termination for Just Cause). Nothing paid to the Executive under any such plan plans or arrangement arrangements will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (aSection 3(a) of this and other compensation and benefits provided for by Section 33(b), the Association Bank shall pay or reimburse Executive for all reasonable travel and other expenses incurred by Executive in performing his obligations under this Agreement in accordance with the Bank's reimbursement policies. (d) Executive shall be entitled to paid time off in accordance with the standard policies of the Bank for senior executive officers, but in no event less than thirty (30) days paid time off during each year of employment. Executive shall receive his Base Salary and may provide such additional compensation other benefits during periods of paid time off. Executive shall also be entitled to paid legal holidays in such form and such amounts as accordance with the Board may from time policies of the Bank. Executive shall also be entitled to time determinesick leave in accordance with the policies of the Bank, but in no event less than the number of days of sick leave per year to which Executive was entitled at the Effective Date of this Agreement.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association Bank shall pay Executive as compensation a salary of $ 95,000 not less than $167,107.00 per year ("Base Salary"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or non-qualified plan maintained by the Bank. Such Base Salary shall be payable in accordance with the customary payroll practices of the Associationbi-weekly. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by the Board or by a Committee designated of the Board, delegated such responsibility by the Board, and . The Committee or the Board may increase Executive's Base Salary. Any increase in Base Salary shall become the "Base Salary" for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Association Bank shall also provide Executive Executive, at no cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationBank. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plansplans ("Benefit Plans"), arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Bank will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive's rights or benefits thereunder; provided, however, that the Bank may make such changes to such plans, arrangements or perquisites generally provided to all Bank employees on a non-discriminatory basis. The Bank may acquire "Key Man" insurance on Executive upon such terms and conditions as may be determined from time to time by the Bank. Upon an Event of Termination as defined below, the Bank shall transfer an "Key Man" life insurance, if any is owned by the Bank, to Executive. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including, Benefit Plans including but not limited to, stock grants, restricted stock, stock options (and other option derived benefits), Employee Stock Ownership Plans ("ESOP"), or any other stock-based benefit plan, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Bank in the future to its senior executives and key management employeesemployees with awards, grants, levels and benefits for Executive equal at least to levels customary in the industry for persons of like title, authority and responsibility as Executive and with levels of Executive's past participation in the Benefit Plans of the Bank, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Bank in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Association Bank shall pay or reimburse Executive for all reasonable travel travel, entertainment and other reasonable expenses incurred in the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine. (d) In addition to Executive's Base Salary as provided in paragraph (a) of this Section 3 and any incentive compensation or discretionary bonus otherwise paid or payable to other senior executives or to Executive exclusively, the Bank shall annually award a Fixed Incentive Award to Executive in an amount equal to two percent (2%) of the Bank's pre-tax profit on an unconsolidated basis. The Fixed Incentive Award shall be calculated annually for the period August 1 through July 31 each year. The Fixed Incentive Award shall be paid to Executive or his designated beneficiary upon the earlier of (i) the termination by the Bank of his employment for other than Termination for Cause; (ii) the expiration of this Agreement; (iii) his death or Disability; or (iv) annually upon the anniversary of this Agreement. In the event Executive is subject to Termination for Cause or voluntarily terminates his employment, other than upon an Event of Termination as defined below, Executive shall forfeit all rights to the Fixed Incentive Award provided under this paragraph.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association Bank shall pay Executive as compensation a salary of $ 95,000 $250,000 per year ("Base Salary"). Base Salary shall include any amounts of compensation deferred by Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Bank. Such Base Salary shall be payable in accordance with the customary payroll practices of the Associationbi-weekly. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by the Board or by a Committee designated of the Board, delegated such responsibility by the Board, and . The Committee or the Board may increase Executive's Base Salary. Any increase in Base Salary shall become the "Base Salary" for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Association Bank shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationBank. In addition, Executive shall be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Bank in which Executive is eligible to participate. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Bank will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive's rights or benefits thereunder; except to the extent such changes are made applicable to all Bank employees on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit all plans includingrelating to stock options, but not limited torestricted stock awards, retirement plansstock purchases, pension, thrift, supplemental retirement plans, pension plansretirement, profit-sharing planssharing, health-and-accident planemployee stock ownership, group life insurance, medical coverage and other health and welfare coverage, education, cash or any other employee benefit plan stock bonuses that are now or arrangement hereafter made available by the Association Bank in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement of the Association, in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Association The Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association Bank shall pay Executive as compensation a salary of $ 95,000 125,000 per year ("Base Salary"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or unqualified plan maintained by the Bank. Such Base Salary shall be payable in accordance with at the customary payroll practices same time as salaries are paid to all other employees of the AssociationBank. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by the Board or by a Committee designated of the Board, delegated such responsibility by the Board, and . The Committee or the Board may increase Executive's Base Salary. Any increase in Base Salary shall become the "Base Salary" for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Association Bank shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationBank. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Bank will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive's rights or benefits thereunder; except to the extent such changes are made applicable to all Bank employees on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including, including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Bank in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Bank in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Association Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred in the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine. The Executive shall be provided at his option, with an automobile expense allowance or the use of a recent model automobile which will be owned or leased by the Bank or the Holding Company, as may be mutually agreed upon by the Executive and the Bank. All reasonable expenses associated therewith shall be borne by the Bank.

Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association shall pay Executive as compensation be entitled to a salary from the Holding Company or its Subsidiaries of $ 95,000 $189,525 per year ("Base Salary"). Base Salary shall include any amounts of compensation deferred by Executive under any tax- qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable in accordance with the customary payroll practices of the Associationbi-weekly. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board, and . The Committee or the Board may increase Executive's Base Salary. Any increase in Base Salary shall become the "Base Salary" for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Association Holding Company shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationHolding Company and its Subsidiaries. In addition, Executive shall be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Holding Company or its Subsidiaries in which Executive is eligible to participate. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Holding Company and its Subsidiaries will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive's rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit all plans includingrelating to stock options, but not limited torestricted stock awards, retirement plansstock purchases, pension, thrift, supplemental retirement plansretirement, pension plansprofit- sharing, profit-sharing plansemployee stock ownership, health-and-accident plangroup life insurance, medical coverage and other health and welfare coverage, education, cash or any other employee benefit plan stock bonuses that are now or arrangement hereafter made available by the Association in the future Holding Company or its Subsidiaries to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Holding Company and its Subsidiaries in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Association The Holding Company shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred in the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Bank in exchange for the duties described in Sections Section 1 and 2of this Agreement. The Association Bank shall pay Executive Executive, as compensation compensation, a salary of $ 95,000 not less than $206,700 per year ("“Base Salary"”). Base Salary shall include any amounts of compensation deferred by Executive under any employee benefit plan or deferred compensation arrangement maintained by the Bank. Such Base Salary shall be payable bi-weekly or, if different, in accordance with the Bank’s customary payroll practices of the Associationpractices. During the period term of this Agreement, Executive's ’s Base Salary shall be reviewed at least annually; annually by the first such review will be made no later than one year from the date 31st day of this Agreementeach January. Such review shall be conducted by the Board or by a Committee committee designated by the Board, and . The committee or the Board may increase (but not decrease) Executive's ’s Base Salary at any time. Any increase in Base Salary shall become the “Base Salary” for purposes of this Agreement. The Board may engage the services of an independent consultant to determine the appropriate Base Salary. In addition to the Base Salary provided in this Section 3(a)Section, the Association Bank shall also provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationBank, on the same basis (including cost) that such benefits are provided to other senior officers of the Bank. (b) The Association In addition to the Base Salary provided for in Section 3(a), the Bank will provide Executive with the opportunity to participate in employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving a benefit from immediately prior to the beginning of the term of this Agreement, and any other employee benefit plans, arrangements and perquisites suitable for the Association Bank’s senior executives adopted by the Bank subsequent to the Effective Date, and the Bank will not, without Executive's ’s prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive's ’s rights or benefits thereunder, without separately providing for an arrangement that ensures Executive receives or will receive the economic value that Executive would otherwise lose as a result of such adverse effect, unless such changes apply equally to all other employees or senior officers of the Bank. Without limiting the generality of the foregoing provisions of this Subsection (bSection 3(b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans plans, whether tax-qualified or otherwise, including, but not limited to, retirement plans, supplemental retirement plans, deferred compensation plans, pension plans, profit-sharing plans, employee stock ownership plans, stock award or stock option plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Bank in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangementsarrangements (including designation by the Board of eligibility to participate, if applicable). Executive will shall also be entitled to incentive compensation and bonuses as provided in any plan, plan or pursuant to any arrangement of the Association, Bank in which Executive is eligible to participateparticipate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than Termination for Just Cause). Nothing paid to the Executive under any such plan plans or arrangement arrangements will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (aSection 3(a) of this and other compensation and benefits provided for by Section 33(b), the Association Bank shall pay or reimburse Executive for all reasonable travel and other expenses incurred by Executive in performing his obligations under this Agreement in accordance with the Bank’s reimbursement policies. (d) Executive shall be entitled to paid time off in accordance with the standard policies of the Bank for senior executive officers, but in no event less than thirty (30) days paid time off during each year of employment. Executive shall receive his Base Salary and may provide such additional compensation other benefits during periods of paid time off. Executive shall also be entitled to paid legal holidays in such form and such amounts as accordance with the Board may from time to time determinepolicies of the Bank.

Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association shall pay Executive as compensation be entitled to a salary from the Holding Company or its Subsidiaries of $ 95,000 $[ ] per year ("“Base Salary"”). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or unqualified plan maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable in accordance with the customary payroll practices of the Associationbi-weekly. During the period of this Agreement, Executive's ’s Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board, and Board (the “Committee”). The Committee or the Board may increase Executive's ’s Base Salary. Any increase in Base Salary shall become the “Base Salary” for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Association Holding Company shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationHolding Company and its Subsidiaries. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Holding Company and its Subsidiaries will not, without Executive's ’s prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive's ’s rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Holding Company and its Subsidiaries in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Holding Company and its Subsidiaries in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Association Holding Company shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association Institution shall pay Executive as compensation a salary of $ 95,000 not less than $130,000.00 per year ("Base Salary"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or nonqualified plan maintained by the Institution. Such Base Salary shall be payable in accordance with the customary payroll practices of the Associationbi-weekly. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by the Board or by a Committee designated of the Board, delegated such responsibility by the Board, and . The Committee or the Board may increase Executive's Base Salary. Any increase in Base Salary shall become the "Base Salary" for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Association Institution shall also provide Executive Executive, at no cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationInstitution. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plansplans ("Benefit Plans"), arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Institution will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive's rights or benefits thereunder; provided, however, that the Bank may make such changes to such plans, arrangements or perquisites generally provided to all Institution employees on a non-discriminatory basis. The Bank may acquire "Key Man" insurance on Executive upon such terms and conditions as may be determined from time to time by the Bank. Upon an Event of Termination as defined below, the Bank shall transfer all "Key Man" life insurance, if any is owned by the Bank, to Executive. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including, Benefit Plans including but not limited to, stock grants, restricted stock, stock options (and other option derived benefits), Employee Stock Ownership Plans ("ESOP"), or any other stock-based benefit plan, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Institution in the future to its senior executives and key management employeesemployees with awards, grants, levels and benefits for Executive equal at least to levels customary in the industry for persons of like title, authority and responsibility as Executive and with levels of Executive's past participation in the Benefit Plans of the Bank, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Institution in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Association Institution shall pay or reimburse Executive for all reasonable travel travel, entertainment and other reasonable expenses incurred in the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine. (d) In addition to Executive's Base Salary as provided in paragraph (a) of this Section 3 and any incentive compensation or discretionary bonus otherwise paid or payable to other senior executives or to Executive exclusively, the Bank shall annually award a Fixed Incentive Award to Executive in an amount equal to two percent (2%) of the Bank's pre-tax profit on an unconsolidated basis. The Fixed Incentive Award shall be paid to Executive or his designated beneficiary upon the earlier of (i) the termination by the Bank of his employment for other than Termination for Cause; (ii) the expiration of this Agreement; (iii) his death or Disability; or (iv) annually upon the anniversary of this Agreement. In the event Executive is subject to Termination for Cause or voluntarily terminates his employment, other than upon an Event of Termination as defined below, Executive shall forfeit all rights to the Fixed Incentive Award provided under this paragraph.

Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association shall pay Executive as compensation be entitled to a salary from the Holding Company or its Subsidiaries of $ 95,000 $__________________ per year ("Base Salary"). Base Salary shall include any amounts of compensation deferred by Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable in accordance with the customary Holding Company's payroll practices of the Associationpractices. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board, and . The Committee or the Board may increase Executive's Base Salary at any time. Any increase in Base Salary shall become "Base Salary" for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Association Holding Company shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationHolding Company and its Subsidiaries. In addition, Executive shall be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Holding Company or its Subsidiaries in which Executive is eligible to participate. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Holding Company and its Subsidiaries will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive's rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit all plans includingrelating to stock options, but not limited torestricted stock awards, retirement plansstock purchases, pension, thrift, supplemental retirement plans, pension plansretirement, profit-sharing planssharing, health-and-accident planemployee stock ownership, group life insurance, medical coverage and other health and welfare coverage, education, cash or any other employee benefit plan stock bonuses that are now or arrangement hereafter made available by the Association in the future Holding Company or its Subsidiaries to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Holding Company and its Subsidiaries in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Association The Holding Company shall pay or reimburse Executive for all reasonable travel and other expenses incurred in the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association shall pay Executive as compensation a salary of $ 95,000 $87,422 per year ("Base Salary"). Base Salary shall include any amounts of compensation deferred by Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Association. Such Base Salary shall be payable in accordance with the customary payroll practices of the Associationbi-weekly. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by the Board or by a Committee designated of the Board, delegated such responsibility by the Board, and . The Committee or the Board may increase Executive's Base Salary. Any increase in Base Salary shall become the "Base Salary" for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Association shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Association. In addition, Executive shall be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Association in which Executive is eligible to participate. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive's rights or benefits thereunder; except to the extent such changes are made applicable to all Association employees on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit all plans includingrelating to stock options, but not limited torestricted stock awards, retirement plansstock purchases, pension, thrift, supplemental retirement plans, pension plansretirement, profit-sharing planssharing, health-and-accident planemployee stock ownership, group life insurance, medical coverage and other health and welfare coverage, education, cash or any other employee benefit plan stock bonuses that are now or arrangement hereafter made available by the Association in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement of the Association, in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the The Association shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.

Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association shall pay Executive as compensation be entitled to a salary from the Holding Company or its Subsidiaries of $ 95,000 $101,764 per year ("Base Salary"). Base Salary shall include any amounts of compensation deferred by Executive under any tax- qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable in accordance with the Holding Company's customary payroll practices of the Associationpractices. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board, and . The Committee or the Board may increase Executive's Base Salary. Any increase in Base Salary shall become the "Base Salary" for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Association Holding Company shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationHolding Company and its Subsidiaries. In addition, Executive shall be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Holding Company or its Subsidiaries in which Executive is eligible to participate. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Holding Company and its Subsidiaries will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive's rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit all plans includingrelating to stock options, but not limited torestricted stock awards, retirement plansstock purchases, pension, thrift, supplemental retirement plansretirement, pension plansprofit- sharing, profit-sharing plansemployee stock ownership, health-and-accident plangroup life insurance, medical coverage and other health and welfare coverage, education, cash or any other employee benefit plan stock bonuses that are now or arrangement hereafter made available by the Association in the future Holding Company or its Subsidiaries to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Holding Company and its Subsidiaries in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Association The Holding Company shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred in the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.

Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association shall pay Executive as compensation be entitled to a salary from the Bank of $ 95,000 not less than $300,000 per year ("Base Salary"). Such Base Salary shall include any amounts of compensation deferred by Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Bank. Executive's Base Salary shall be payable in accordance with the customary normal payroll practices of the AssociationBank. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by the Board or a Committee designated by the Board, and the Board or the Committee of the Board may increase Executive's Base Salary. The increased Base Salary shall become the "Base Salary" for purposes of the Agreement. In addition to the Base Salary provided in this the Section 3(a), the Association Executive shall provide Executive at no cost be entitled to Executive with all such other benefits incentive compensation and bonuses as are provided uniformly to permanent full-time employees in any plan of the AssociationBank in which Executive is eligible to participate. (b) The Association will provide Executive with shall be entitled to participate in employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, including the payment for (i) the use of an automobile and payment for automobile insurance and any costs associated with its operation and maintenance, (ii) membership to a country club and the Association expenses and assessments associated therewith and (iii) attendance to national and state conventions and educational conferences and the expenses associated therewith for the Executive and his spouse, and the Bank will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive's rights or benefits thereunderthereunder except to the extent that such changes would affect all of the Bank's employees. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit all plans includingrelating to stock options, but not limited torestricted stock awards, retirement plansstock purchases, pension, thrift, supplemental retirement plans, pension plansretirement, profit-sharing planssharing, health-and-accident planemployee stock ownership, group life insurance, medical coverage and other health and welfare coverage, education, cash or any other employee benefit plan stock bonuses that are now or arrangement hereafter made available by the Association Bank in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement of the Association, in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Association This Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Holding Company in exchange for the duties described in Sections Section 1 and 2of this Agreement. The Association Holding Company shall pay Executive Executive, as compensation compensation, a salary of $ 95,000 per year not less than $525,000 ("Base Salary"). Such Base Salary shall include any amounts of compensation deferred by Executive under any employee benefit plan or deferred compensation arrangement maintained by the Holding Company or its Subsidiaries. Base Salary shall be payable in accordance with the customary payroll practices of the Associationbi-weekly. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; on or about the first such review will be made no later than one year from the date 30/th/ day of this Agreementeach June. Such review shall be conducted by the Board or by a Committee committee designated by the Board, and . The committee or the Board may increase Executive's Base Salary at any time. Any increase in Base Salary shall become the new "Base Salary" for purposes of this Agreement. In addition to the Base Salary provided for in this Section 3(a), the Association Holding Company shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-full- time employees of the AssociationHolding Company and its Subsidiaries. (b) The Association In addition to the Base Salary provided for in paragraph (a) of this Section 3, the Holding Company will provide Executive with the opportunity to participate in employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving a benefit from immediately prior to the beginning of the term of this Agreement, as amended and restated, and the Association Holding Company will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive's rights or benefits thereunder, without separately providing for an arrangement that ensures Executive receives or will receive the economic value that Executive would otherwise lose as a result of such adverse affect. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans plans, whether tax-qualified or otherwise, including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, employee stock ownership plans, stock or option plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Holding Company and its Subsidiaries in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangementsarrangements (including designation by the Board of eligibility to participate, if applicable). Executive will shall also be entitled to incentive compensation and bonuses as provided in any plan, plan or pursuant to any arrangement of the Association, Holding Company or its Subsidiaries in which Executive is eligible to participate. Nothing paid to the Executive under any such plan plans or arrangement arrangements will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation and benefits provided for by paragraph (b) of this Section 3, the Association Holding Company shall pay or reimburse Executive for all reasonable travel and other expenses incurred by Executive in performing his obligations under this Agreement, as mutually agreed to by the Board and Executive. (d) Except as otherwise provided in this Section 3(d), the Holding Company will provide to Executive for each calendar year during the term of this Agreement and may provide for the remaining term of this Agreement after a termination of employment following an Event of Termination, as defined in Section 4 of this Agreement, a "Benefit Equity Payment." The Benefit Equity Payment shall be paid no later than 90 days after the close of the calendar year to which such additional payment pertains ("Benefit Year"), and shall be in addition to any contributions actually made (or benefits actually accrued) with respect to such Benefit Year to any tax-qualified or non-tax-qualified compensation or benefit plan, arrangement, policy or program funded or sponsored by the Holding Company or its Subsidiaries, including but not limited to those of the following types: deferred compensation, retirement, defined benefit pension, defined contribution retirement, supplemental executive retirement, stock option or stock bonus award, life insurance, health, medical, dental, disability, incentive compensation or bonus plan, perquisites, or other fringe benefits ("Benefit Plans"). The Benefit Equity Payment, which shall be calculated by an actuary, accountant or other licensed professional, shall equal the amount of the contributions (or other benefits) which would have been made or accrued for Executive for the Benefit Year pursuant to all Benefit Plans as consideration for his services described in such form and such amounts as Section 1 of this Agreement, but which were not made or accrued because (i) the Board may from time to time determineBenefit Plan(s) were terminated or not funded, or (ii) Executive was no longer employed or will not be employed by the Holding Company or its Subsidiaries.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association Institution shall pay Executive as compensation a salary of $ 95,000 not less than $200,129 per year ("Base Salary"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or unqualified plan maintained by the Institution. Such Base Salary shall be payable in accordance with the customary payroll practices of the Associationbi- weekly. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by the Board or by a Committee designated of the Board, delegated such responsibility by the Board, and . The Committee or the Board may increase Executive's Base Salary. Any increase in Base Salary shall become the "Base Salary" for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Association Institution shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly uniformly, to permanent full-time employees of the AssociationInstitution. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating participating, or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, . and the Association Institution will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive's rights or benefits thereunder; except to the extent such changes are made applicable to all Institution employees on a nondiscriminatory basis. Without limiting the generality of the foregoing provisions of this Subsection subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing profit sharing, plans, health-and-. health and accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Institution in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Institution in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of' this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Association Institution shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred in the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Holding Company in exchange for the duties described in Sections Section 1 and 2of this Agreement. The Association Holding Company shall pay Executive Executive, as compensation compensation, a salary of $ 95,000 per year not less than $275,000.44 ("Base Salary"). Such Base Salary shall include any amounts of compensation deferred by Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Holding Company or its Subsidiaries. Base Salary shall be payable in accordance with the customary payroll practices of the Associationbi-weekly. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; on or about the first such review will be made no later than one 1st day of April each year from the date of this Agreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board, and . The Committee or the Board may increase Executive's Base Salary at any time. Any increase in Base Salary shall thereafter become the new "Base Salary" for purposes of this Agreement. In addition to the Base Salary provided for in this Section 3(a), the Association Holding Company shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationHolding Company and its Subsidiaries. In addition, Executive shall be entitled to incentive compensation and bonuses as provided for under any plan or arrangement of the Holding Company or its Subsidiaries in which Executive is eligible to participate. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this AgreementAgreement or in which he begins to participate in the future, and the Association Holding Company and its Subsidiaries will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive's rights or benefits thereunder, without separately providing for an arrangement that ensures Executive receives or will receive the economic value that Executive would otherwise lose as a result of such changes. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit all plans includingrelating to stock options, but not limited torestricted stock awards, retirement plansstock purchases, pension, thrift, supplemental retirement plans, pension plansretirement, profit-sharing planssharing, health-and-accident planemployee stock ownership, group life insurance, medical coverage and other health and welfare coverage, education, cash or any other employee benefit plan stock bonuses that are now or arrangement hereafter made available by the Association in the future Holding Company or its Subsidiaries to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement of the Association, in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Association The Holding Company shall pay or reimburse Executive for all reasonable travel and other expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determineAgreement.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association Bank shall pay Executive as compensation a salary of $ 95,000 $144,600 per year ("Base Salary"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or unqualified plan maintained by the Bank. Such Base Salary shall be payable in accordance with at the customary payroll practices same time as salaries are paid to all other employees of the AssociationBank. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by the Board or by a Committee designated of the Board, delegated such responsibility by the Board, and . The Committee or the Board may increase Executive's Base Salary. Any increase in Base Salary shall become the "Base Salary" for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Association Bank shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationBank. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Bank will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive's rights or benefits thereunder; except to the extent such changes are made applicable to all Bank employees on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including, including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Bank in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Bank in which Executive is eligible to participate. Nothing paid to the Executive under any such - 2 - plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Association Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred in the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine. The Executive shall be provided at his option, with an automobile expense allowance or the use of a recent model automobile which will be owned or leased by the Bank or the Holding Company, as may be mutually agreed upon by the Executive and the Bank. All reasonable expenses associated therewith shall be borne by the Bank.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Bank in exchange for the duties described in Sections Section 1 and 2of this Agreement. The Association Bank shall pay Executive Executive, as compensation compensation, a salary at the annual rate of $ 95,000 $328,000 per year ("“Base Salary"”), pro-rated from the Effective Date through Executive’s Retirement Date. Base Salary shall include any amounts of compensation deferred by Executive under any employee benefit plan or deferred compensation arrangement maintained by the Bank. Such Base Salary shall be payable bi-weekly or, if different, in accordance with the Bank’s customary payroll practices of the Associationpractices. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by a Committee designated by the Board, and the Board may increase Executive's Base Salary. In addition Except to the Base Salary extent provided in this Section 3(a)3, the Association Bank shall also provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationBank, on the same basis (including cost) that such benefits are provided to other senior officers of the Bank. (b) The Association In addition to the Base Salary provided for in Section 3(a), the Bank will provide Executive with the opportunity to participate in employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving a benefit from immediately prior to the beginning of the term of this Agreement, and the Association will not, without Executive's prior written consent, make any changes in such other employee benefit plans, arrangements or and perquisites which would adversely affect Executive's rights or benefits thereundersuitable for the Bank’s senior executives adopted by the Bank subsequent to the Effective Date. Without limiting the generality of the foregoing provisions of this Subsection (bSection 3(b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans plans, whether tax-qualified or otherwise, including, but not limited to, retirement plans, supplemental retirement plans, deferred compensation plans, pension plans, profit-sharing plans, employee stock ownership plans, stock award or stock option plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Bank in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement arrangements (including designation by the Board of the Association, in which Executive is eligible eligibility to participate, if applicable). Nothing paid to the Executive under any such plan plans or arrangement arrangements will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement. Notwithstanding the foregoing provisions of this Section 3, except as provided Executive shall not be entitled to incentive compensation and bonuses for the Term of this Agreement under Section 5(e)any plan or arrangement of the Bank in which Executive would otherwise be eligible to participate, provided, however, this sentence shall not be construed to prevent Executive from receiving incentive compensation or bonuses earned for services performed in 2018. (c) In addition to the Base Salary provided for by paragraph (aSection 3(a) of this and other compensation and benefits provided for by Section 33(b), the Association Bank shall pay or reimburse Executive for all reasonable travel and other expenses incurred by Executive in performing his obligations under this Agreement in accordance with the Bank’s reimbursement policies. Such reimbursements shall be made promptly by the Bank, and, in any event, not later than March 15 of the year immediately following the calendar year in which Executive incurred such expense. (d) Executive shall be entitled to paid time off in accordance with the standard policies of the Bank for senior executive officers, but in no event less than fifteen (15) days paid time off during the Term. Executive shall receive his Base Salary and may provide such additional compensation other benefits during periods of paid time off. Executive shall also be entitled to paid legal holidays in such form and such amounts as accordance with the Board may from time policies of the Bank. Executive shall also be entitled to time determinesick leave in accordance with the policies of the Bank, but in no event less than the number of days of sick leave per year to which Executive was entitled at the Effective Date of this Agreement.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Bank in exchange for the duties described in Sections Section 1 and 2of this Agreement. The Association Bank shall pay Executive Executive, as compensation compensation, a salary of $ 95,000 not less than $280,000 per year ("“Base Salary"”). Base Salary shall include any amounts of compensation deferred by Executive under any employee benefit plan or deferred compensation arrangement maintained by the Bank. Such Base Salary shall be payable bi-weekly or, if different, in accordance with the Bank’s customary payroll practices of the Associationpractices. During the period term of this Agreement, Executive's ’s Base Salary shall be reviewed at least annually; annually by the first such review will be made no later than one year from the date 31st day of this Agreementeach January. Such review shall be conducted by the Board or by a Committee committee designated by the Board, and . The committee or the Board may increase (but not decrease) Executive's ’s Base Salary at any time. Any increase in Base Salary shall become the “Base Salary” for purposes of this Agreement. The Board may engage the services of an independent consultant to assist in determining an appropriate Base Salary. In addition to the Base Salary provided in this Section 3(a), the Association Bank shall also provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationBank, on the same basis (including cost) that such benefits are provided to other senior officers of the Bank. (b) The Association In addition to the Base Salary provided for in Section 3(a), the Bank will provide Executive with the opportunity to participate in employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving a benefit from immediately prior to the beginning of the term of this Agreement, and any other employee benefit plans, arrangements and perquisites suitable for the Association Bank’s senior executives adopted by the Bank subsequent to the Effective Date. The Bank will not, without Executive's ’s prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive's ’s rights or benefits thereunderthereunder (other than changes that would apply equally to all other employees or senior officers, as applicable, participating in such plans, arrangements or perquisites) without separately providing for an arrangement that ensures Executive receives, or will receive, the economic value that Executive would otherwise lose as a result of such adverse effect. Without limiting the generality of the foregoing provisions of this Subsection (bSection 3(b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans plans, whether tax-qualified or otherwise, including, but not limited to, retirement plans, supplemental retirement plans, deferred compensation plans, pension plans, profit-sharing plans, employee stock ownership plans, stock award or stock option plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Bank in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangementsarrangements (including designation by the Board of eligibility to participate, if applicable). Executive will shall also be entitled to incentive compensation and bonuses as provided in any plan, plan or pursuant to any arrangement of the Association, Bank in which Executive is eligible to participateparticipate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan, in accordance with the terms of such plan(s), as to any year in which Executive’s termination of employment occurs prior to the last day of the Bank’s fiscal year, other than Termination for Just Cause). Nothing paid to the Executive under any such plan plans or arrangement arrangements will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (aSection 3(a) of this and other compensation and benefits provided for by Section 33(b), the Association Bank shall pay or reimburse Executive for all reasonable travel and other expenses incurred by Executive in performing his obligations under this Agreement in accordance with the Bank’s reimbursement policies. Such reimbursements shall be made promptly by the Bank, and, in any event, not later than March 15 of the year immediately following the calendar year in which Executive incurred such expense. (d) Executive shall be entitled to paid time off in accordance with the standard policies of the Bank for senior executive officers, but in no event less than thirty (30) days paid time off during each year of employment. Executive shall receive his Base Salary and may provide such additional compensation other benefits during periods of paid time off. Executive shall also be entitled to paid legal holidays in such form and such amounts as accordance with the Board may from time policies of the Bank. Executive shall also be entitled to time determinesick leave in accordance with the policies of the Bank, but in no event less than the number of days of sick leave per year to which Executive was entitled at the Effective Date of this Agreement.

Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association shall pay Executive as compensation be entitled to a salary from the Holding Company or its Subsidiaries of $ 95,000 $175,000 per year ("Base Salary"). Base Salary shall include any amounts of compensation deferred by Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable in accordance with the customary Holding Company's payroll practices of the Associationpractices. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board, and . The Committee or the Board may increase Executive's Base Salary at any time. Any increase in Base Salary shall become "Base Salary" for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Association Holding Company shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationHolding Company and its Subsidiaries. In addition, Executive shall be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Holding Company or its Subsidiaries in which Executive is eligible to participate. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Holding Company and its Subsidiaries will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive's rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit all plans includingrelating to stock options, but not limited torestricted stock awards, retirement plansstock purchases, pension, thrift, supplemental retirement plans, pension plansretirement, profit-sharing planssharing, health-and-accident planemployee stock ownership, group life insurance, medical coverage and other health and welfare coverage, education, cash or any other employee benefit plan stock bonuses that are now or arrangement hereafter made available by the Association in the future Holding Company or its Subsidiaries to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Holding Company and its Subsidiaries in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Association The Holding Company shall pay or reimburse Executive for all reasonable travel and other expenses incurred in the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.

Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association shall pay Executive as compensation be entitled to a salary from the Holding Company or its Subsidiaries of $ 95,000 $194,775 per year ("Base Salary"). Base Salary shall include any amounts of compensation deferred by Executive under any tax- qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable in accordance with the customary payroll practices of the Associationbi-weekly. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board, and . The Committee or the Board may increase Executive's Base Salary. Any increase in Base Salary shall become the "Base Salary" for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Association Holding Company shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationHolding Company and its Subsidiaries. In addition, Executive shall be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Holding Company or its Subsidiaries in which Executive is eligible to participate. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Holding Company and its Subsidiaries will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive's rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit all plans includingrelating to stock options, but not limited torestricted stock awards, retirement plansstock purchases, pension, thrift, supplemental retirement plansretirement, pension plansprofit- sharing, profit-sharing plansemployee stock ownership, health-and-accident plangroup life insurance, medical coverage and other health and welfare coverage, education, cash or any other employee benefit plan stock bonuses that are now or arrangement hereafter made available by the Association in the future Holding Company or its Subsidiaries to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Holding Company and its Subsidiaries in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Association The Holding Company shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred in the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Bank in exchange for the duties described in Sections Section 1 and 2of this Agreement. The Association Bank shall pay Executive Executive, as compensation compensation, a salary of $ 95,000 not less than $676,000 per year ("“Base Salary"”). Base Salary shall include any amounts of compensation deferred by Executive under any employee benefit plan or deferred compensation arrangement maintained by the Bank. Such Base Salary shall be payable bi-weekly or, if different, in accordance with the Bank’s customary payroll practices of the Associationpractices. During the period term of this Agreement, Executive's ’s Base Salary shall be reviewed at least annually; annually by the first such review will be made no later than one year from the date 31st day of this Agreementeach January. Such review shall be conducted by the Board or by a Committee committee designated by the Board, and . The committee or the Board may increase (but not decrease) Executive's ’s Base Salary at any time. Any increase in Base Salary shall become the “Base Salary” for purposes of this Agreement. The Board may engage the services of an independent consultant to assist in determining an appropriate Base Salary. In addition to the Base Salary provided in this Section 3(a), the Association Bank shall also provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationBank, on the same basis (including cost) that such benefits are provided to other senior officers of the Bank. (b) The Association In addition to the Base Salary provided for in Section 3(a), the Bank will provide Executive with the opportunity to participate in employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving a benefit from immediately prior to the beginning of the term of this Agreement, and any other employee benefit plans, arrangements and perquisites suitable for the Association Bank’s senior executives adopted by the Bank subsequent to the Effective Date. The Bank will not, without Executive's ’s prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive's ’s rights or benefits thereunderthereunder (other than changes that would apply equally to all other employees or senior officers, as applicable, participating in such plans, arrangements or perquisites) without separately providing for an arrangement that ensures Executive receives, or will receive, the economic value that Executive would otherwise lose as a result of such adverse effect. Without limiting the generality of the foregoing provisions of this Subsection (bSection 3(b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans plans, whether tax-qualified or otherwise, including, but not limited to, retirement plans, supplemental retirement plans, deferred compensation plans, pension plans, profit-sharing plans, employee stock ownership plans, stock award or stock option plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Bank in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangementsarrangements (including designation by the Board of eligibility to participate, if applicable). Executive will shall also be entitled to incentive compensation and bonuses as provided in any plan, plan or pursuant to any arrangement of the Association, Bank in which Executive is eligible to participateparticipate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than Termination for Just Cause). Nothing paid to the Executive under any such plan plans or arrangement arrangements will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (aSection 3(a) of this and other compensation and benefits provided for by Section 33(b), the Association Bank shall pay or reimburse Executive for all reasonable travel and other expenses incurred by Executive in performing his obligations under this Agreement in accordance with the Bank’s reimbursement policies. Such reimbursements shall be made promptly by the Bank, and, in any event, not later than March 15 of the year immediately following the calendar year in which Executive incurred such expense. (d) The Bank shall continue to sponsor and may provide such additional compensation pay for the non-qualified supplemental retirement income plan(s) in such form effect on the date hereof for the benefit of Executive. The Bank shall also pay or reimburse Executive for the annual dues associated with Executive’s membership in a country club of Executive’s choice located in the market area served by the Bank. In addition, during the term of this Agreement the Bank shall lease, or reimburse Executive for the expense of leasing, an automobile for use by Executive provided the monthly lease payment does not exceed $1,500, and such amounts as provided further that the monthly lease allowance shall be reviewed by the Board may from at each Anniversary Date of the Agreement. The Bank shall also pay directly, or reimburse Executive for, the reasonable expenses associated with the use of such automobile, including gasoline, maintenance expenses and insurance. Such reimbursements and payments shall be made promptly by the Bank and, in any event, not later than March 15 of the year immediately following the calendar year in which Executive incurred such expense. (e) Executive shall be entitled to paid time off in accordance with the standard policies of the Bank for senior executive officers, but in no event less than thirty (30) days paid time off during each year of employment. Executive shall receive his Base Salary and other benefits during periods of paid time off. Executive shall also be entitled to time determinepaid legal holidays in accordance with the policies of the Bank. Executive shall also be entitled to sick leave in accordance with the policies of the Bank, but in no event less than the number of days of sick leave per year to which Executive was entitled at the Effective Date of this Agreement.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Bank in exchange for the duties described in Sections Section 1 and 2of this Agreement. The Association Bank shall pay Executive Executive, as compensation compensation, a salary of $ 95,000 not less than $119,880 per year ("“Base Salary"”). Such Base Salary shall include any amounts of compensation deferred by Executive under any employee benefit plan or deferred compensation arrangement maintained by the Bank. Base Salary shall be payable bi-weekly or, if different, in accordance with the Bank’s customary payroll practices of the Associationpractices. During the period term of this Agreement, Executive's ’s Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date annually by December 31st of this Agreementeach year. Such The review shall be conducted by the Board of Directors or by a Committee committee designated by the Board, and Board of Directors. The committee or the Board of Directors may increase, but not decrease, Executive’s Base Salary at any time, except for a decrease not in excess of any decrease generally applicable to all officers of the Bank. Any increase Executive's in Base Salary shall become the “Base Salary” for purposes of this Agreement. The Board of Directors may engage the services of an independent consultant to assist in the determination of the appropriate Base Salary. In addition to the Base Salary provided in this Section 3(a)3, the Association Bank shall also provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationBank, on a basis (including cost) no less favorable than the benefits provided to other senior officers of the Bank. (b) The Association In addition to the Base Salary provided for in Section 3(a), the Bank will provide Executive with the opportunity to participate in employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving a benefit from immediately prior to the beginning of Effective Date, and any other employee benefit plans, arrangements and perquisites suitable for the term of this AgreementBank’s senior executives adopted by the Bank subsequent to the Effective Date, and the Association Bank will not, without Executive's ’s prior written consent, make any changes in such the plans, arrangements or perquisites which would adversely affect Executive's ’s rights or benefits thereunder, without separately providing for an arrangement that ensures Executive receives or will receive the economic value that Executive would otherwise lose as a result of such adverse effect, unless the changes apply equally to all other employees or senior officers of the Bank. Without limiting the generality of the foregoing provisions of this Subsection (bSection 3(b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans plans, whether tax-qualified or otherwise, including, but not limited to, retirement plans, supplemental retirement plans, deferred compensation plans, pension plans, profit-sharing plans, employee stock ownership plans, stock award or stock option plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Bank in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such the plans and arrangementsarrangements (including designation by the Board of Directors of eligibility to participate, if applicable). Executive will shall also be entitled to participate in any incentive compensation and bonuses as provided in any plan, or pursuant to any bonus plan or arrangement of the Association, Bank in which Executive is eligible to participateparticipate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than Termination for Just Cause). A bonus may be payable to Executive in cash and/or common stock of any holding company. Nothing paid to the Executive under any such plan the plans or arrangement arrangements will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement. (c) In addition, except as the Bank shall provide (through direct payment to the university) Executive with the cost of tuition and fees (excluding books) in obtaining a Master of Business Administration; provided under Section 5(e(i) Executive maintain a grade point average of “B” or better and (ii) the total cost paid by the Bank not exceed $30,000 and (iii) that Executive not voluntarily terminate his employment with the Bank (other than for Good Reason) for two years following the date he obtains the degree. If Executive voluntarily terminates his employment, other than for Good Reason, within the two-year period, he will reimburse the Bank for the cost of the tuition and fees paid by the Bank on a pro-rated basis (determined by taking 1/24 for each month Executive will have not worked within the two-year period). (cd) In addition to the Base Salary provided for by paragraph (aSection 3(a) of this Section 3and other compensation and benefits provided for by Sections 3(b) and 3(c), the Association Bank shall pay or reimburse Executive for all reasonable travel and other expenses incurred by Executive in performing his obligations under this Agreement in accordance with the Bank’s reimbursement policies, provided that the reimbursement is made within one calendar year following the date on which the expense was incurred and provided further that the right to reimbursement is not exchanged for another benefit. The amount of expenses eligible for reimbursement during the calendar year may provide such additional compensation not affect the expenses eligible for reimbursement in such form any other calendar year. (e) Executive shall be entitled to paid time off in accordance with the standard policies of the Bank for senior executive officers, but in no event less than [20] days paid time off during each year of employment. Executive shall receive his Base Salary and such amounts as other benefits during periods of paid leave. Executive shall also be entitled to paid legal holidays in accordance with the Board may from time policies of the Bank. Executive shall also be entitled to time determinesick leave in accordance with the policies of the Bank, but in no event less than the number of days of sick leave per year to which Executive was entitled at the Effective Date.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association Bank shall pay Executive as compensation a salary of $ 95,000 $101,764 per year ("Base Salary"). Base Salary shall include any amounts of compensation deferred by Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Bank. Such Base Salary shall be payable in accordance with the Bank's customary payroll practices of the Associationpractices. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by the Board or by a Committee designated of the Board, delegated such responsibility by the Board, and . The Committee or the Board may increase Executive's Base Salary. Any increase in Base Salary shall become the "Base Salary" for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Association Bank shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationBank. In addition, Executive shall be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Bank in which Executive is eligible to participate. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Bank will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive's rights or benefits thereunder; except to the extent such changes are made applicable to all Bank employees on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit all plans includingrelating to stock options, but not limited torestricted stock awards, retirement plansstock purchases, pension, thrift, supplemental retirement plans, pension plansretirement, profit-sharing planssharing, health-and-accident planemployee stock ownership, group life insurance, medical coverage and other health and welfare coverage, education, cash or any other employee benefit plan stock bonuses that are now or arrangement hereafter made available by the Association in the future Bank to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement of the Association, in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Association The Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association shall pay Executive as compensation a salary of $ 95,000 $140,000 per year ("Base Salary"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or nonqualified plan maintained by the Association. Such Base Salary shall be payable in accordance with the customary Association's regular payroll practices of the Associationpractices. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by the Board or by a Committee designated of the Board, delegated such responsibility by the Board, and . The Committee or the Board may increase Executive's Base Salary. Any increase in Base Salary shall become the "Base Salary" for purposes of this Agreement. In addition to the Base Salary provided in this Section Subsection 3(a), the Association shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Association. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive's rights or benefits thereunder; except to the extent such changes are made applicable to all Association employees on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including, including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-and- accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided for in any plan, or pursuant to any arrangement plan of the Association, Association in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Association shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Holding Company in exchange for the duties described in Sections Section 1 and 2of this Agreement. The Association Holding Company shall pay Executive Executive, as compensation compensation, a salary of $ 95,000 per year not less than $165,000 ("Base Salary"). Such Base Salary shall include any amounts of compensation deferred by Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Holding Company or its Subsidiaries. Base Salary shall be payable in accordance with the customary Holding Company's payroll practices of the Associationpractices. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board, and . The Committee or the Board may increase Executive's Base Salary at anytime. Any increase in Base Salary shall become the "Base Salary" for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Association Holding Company shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationHolding Company and its Subsidiaries. In addition, Executive shall be entitled to incentive compensation and bonuses as provided for under any plan or arrangement of the Holding Company or its Subsidiaries in which Executive is eligible to participate. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, or in which he begins to participate in the future, and the Association Holding Company and its Subsidiaries will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive's rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit all plans includingrelating to stock options, but not limited torestricted stock awards, retirement plansstock purchases, pension, thrift, supplemental retirement plans, pension plansretirement, profit-sharing planssharing, health-and-accident planemployee stock ownership, group life insurance, medical coverage and other health and welfare coverage, education, cash or any other employee benefit plan stock bonuses that are now or arrangement hereafter made available by the Association in the future Holding Company or its Subsidiaries to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Holding Company and its Subsidiaries in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Association The Holding Company shall pay or reimburse Executive for all reasonable travel and other expenses incurred in the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.

Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association shall pay Executive as compensation be entitled to a salary from the Association of $ 95,000 $120,000 per year ("Base Salary"). Base Salary shall include any amounts of compensation deferred by Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Association. Such Base Salary shall be payable in accordance with the customary normal payroll practices of the AssociationAssociation or the Holding Company. During Any increase in Base Salary shall become the period "Base Salary" for purposes of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by a Committee designated by the Board, and the Board may increase Executive's Base Salary. In addition to the Base Salary provided in this Section 3(a), the Association shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Association. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating participating, eligible to participate, or otherwise deriving or eligible to derive benefit from immediately prior to the beginning of the term of this Agreement, and the Association will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive's rights or benefits thereunder; except to the extent such changes are made applicable to all Association employees on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including, including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Association in which Executive is eligible to participateparticipate or as determined by the Board of Directors of the Association or the Holding Company. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Association shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred in the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine. (d) During the term of this Agreement, the Association shall reimburse Executive up to $500 per month for one (1) country club or organization (business, social or otherwise) membership which will benefit the Association. (e) During the term of this Agreement, the Association will reimburse Executive up to $600 per month for all expenses associated with purchasing, financing, leasing, insuring, registrating, operating or maintaining an automobile. Executive shall comply with reasonable reporting and expense limitations on the use of such automobile as the Board of Directors may establish from time to time, and the Association shall annually include on Executive's Form W-2 any amount attributable to Executive's personal use of such automobile.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association Bank shall pay Executive as compensation a salary of $ 95,000 $________ per year ("Base Salary"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or unqualified plan maintained by the Bank. Such Base Salary shall be payable in accordance with the customary payroll practices of the Associationbi-weekly. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by the Board or by a Committee designated of the Board, delegated such responsibility by the Board, and . The Committee or the Board may increase Executive's Base Salary. Any increase in Base Salary shall become the "Base Salary" for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Association Bank shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationBank. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Bank will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive's rights or benefits thereunder; except to the extent such changes are made applicable to all Bank employees on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including, including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Bank in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement of the Association, in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Association Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Sections 1 and 2Section 2(b). The Association Employer shall pay Executive as compensation a salary of $ 95,000 not less than $465,100 per year ("“Base Salary"”). Such Base Salary shall be payable in accordance with the customary payroll practices of the Associationbiweekly. During the period of this Agreement, Executive's ’s Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by a the Compensation Committee designated by of the Board, and the Board Compensation Committee may increase, but not decrease, Executive’s Base Salary other than pursuant to an employer-wide reduction of compensation of all officers of the Employer and not in excess of the average percentage of the employer-wide reduction (any increase Executive's in Base Salary shall become the “Base Salary” for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Association Employer shall provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees executive officers of the AssociationEmployer. (b) The Association Employer will provide Executive with employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Employer will not, without Executive's ’s prior written consent, make any changes in to such plans, arrangements or perquisites which would adversely affect Executive's ’s rights or benefits thereunder, unless any such change is broad-based and affects substantially all executive officers of the Employer. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will be entitled to participate in or receive benefits under any employee benefit plans including, including but not limited toto the retirement plan, retirement plans401(k) plan, employee stock ownership plan, supplemental retirement plans, pension plans, profit-sharing plansplan, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Employer in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Employer in which Executive is eligible to participateparticipate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than Termination for Cause). Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Association Employer shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board Compensation Committee may from time to time determine. (d) Compensation and reimbursement to be paid pursuant to paragraphs (a), (b) and (c) of this Section 3 shall be paid by the MHC, the Bank and the Company, respectively, on a pro rata basis, based upon the amount of service the Executive devotes to the MHC, the Bank and Company, respectively.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Sections 1 and 2Section 2(b). The Association shall pay Executive as compensation a salary of $ 95,000 not less than $_____________ per year ("Base Salary"). Such Base Salary shall be payable in accordance with the customary payroll practices of the Associationbiweekly. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by a Committee designated by the Board, and the Board may increase increase, but not decrease (except a decrease that is generally applicable to all employees), Executive's Base Salary (any increase in Base Salary shall become the "Base Salary" for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Association shall provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the Association. Base Salary shall include any amounts of compensation deferred by Executive under qualified and nonqualified plans maintained by the Association. (b) The Association will provide Executive with employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive's rights or benefits thereunder, except as to any changes that are applicable to all employees or as reasonably or customarily available. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will be entitled to participate in or receive benefits under any employee benefit plans including, including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Association in which Executive is eligible to participateparticipate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Cause). Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the benefits provided under paragraph (b) of this Section, the Executive and his spouse shall be entitled to continuing health care coverage upon the Executive's retirement or other termination of employment with the Association, other than termination for Cause, which coverage shall be fully paid by the Association and shall be substantially similar to the coverage provided for Executive and his spouse prior to Executive's termination of employment. Such retiree health care coverage shall survive the termination of, or expiration of, this Agreement. The retiree health care coverage for each of the Executive and his spouse shall cease upon each such person's eligibility for Medicare coverage or death. Upon each of the Executive's and the Executive's spouse's eligibility for Medicare coverage, the Association shall provide health care coverage to such person which shall supplement his or her Medicare coverage for his or her lifetime. (d) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Association shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Sections 1 and 2Section 2(b). The Association Bank shall pay Executive as compensation a salary of $ 95,000 not less than $___________ per year ("Base Salary"). Such Base Salary shall be payable in accordance with the customary payroll practices of the Associationbi-weekly. During the period of this Agreement, Executive's Executives Base Salary shall be reviewed at least annually; the first such review will be made no later than one January 31 of each year during the term of this Agreement and shall be effective from the date first day of this Agreementsaid month through the end of the calendar year. Such review shall be conducted by a Committee designated by the Board, and the Board may increase, but not decrease, Executives Base Salary (any increase Executive's in Base Salary shall become the "Base Salary" for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Association Bank shall provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationBank. (b) The Association Bank will provide Executive with employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Bank will not, without Executive's Executives prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive's Executives rights or benefits thereunder. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will be entitled to participate in or receive benefits under any employee benefit plans including, including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Bank in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Bank in which Executive is eligible to participateparticipate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Cause). Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Association Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.

Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association shall pay Executive as compensation be entitled to a salary from the Holding Company or its Subsidiaries of $ 95,000 $87,422 per year ("Base Salary"). Base Salary shall include any amounts of compensation deferred by Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable in accordance with the customary payroll practices of the Associationbi-weekly. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board, and . The Committee or the Board may increase Executive's Base Salary. Any increase in Base Salary shall become the "Base Salary" for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Association Holding Company shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationHolding Company and its Subsidiaries. In addition, Executive shall be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Holding Company or its Subsidiaries in which Executive is eligible to participate. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Holding Company and its Subsidiaries will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive's rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit all plans includingrelating to stock options, but not limited torestricted stock awards, retirement plansstock purchases, pension, thrift, supplemental retirement plansretirement, pension plansprofit- sharing, profit-sharing plansemployee stock ownership, health-and-accident plangroup life insurance, medical coverage and other health and welfare coverage, education, cash or any other employee benefit plan stock bonuses that are now or arrangement hereafter made available by the Association in the future Holding Company or its Subsidiaries to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Holding Company and its Subsidiaries in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Association The Holding Company shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred in the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Holding Company in exchange for the duties described in Sections Section 1 and 2of this Agreement. The Association Holding Company shall pay Executive Executive, as compensation compensation, a salary of $ 95,000 per year not less than $315,000 ("Base Salary"). Such Base Salary shall include any amounts of compensation deferred by Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Holding Company or its Subsidiaries. Base Salary shall be payable in accordance with the customary normal payroll practices of the AssociationHolding Company. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; on or about the first such review will be made no later than one year from the date of this AgreementJanuary of each year. Such review shall be conducted by the Board or by a Committee designated committee of the Board delegated such responsibility by the Board, and . The Board or the Board committee may increase Executive's Base SalarySalary at any time. In addition to the Any increase in Base Salary provided in shall thereafter become the new "Base Salary" for purposes of this Section 3(a), the Association shall provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationAgreement. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, as amended and restated, and the Association Holding Company and its Subsidiaries will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites (or any plans, arrangements or perquisites with respect to which Executive begins to participate at any time during the term of this Agreement, as amended and restated) which would adversely affect Executive's rights or benefits thereunder, without separately providing for an arrangement that ensures Executive receives or will receive the economic value that Executive would otherwise lose as a result of such adverse affect, unless such change is general in nature and applies in a nondiscriminatory manner to all employees covered by the plan, arrangement or perquisite. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or and receive benefits under any employee benefit plans including, but not limited to, retirement plans (such as pension, profit sharing and employee stock ownership plans), supplemental retirement plans, pension incentive plans, profit-sharing plans, health-and-accident plan, medical coverage or health and welfare plans and any other employee benefit plan or arrangement made available by the Association Holding Company or its Subsidiaries now or in the future to full-time employees of the Holding Company or its Subsidiaries and/or senior executives and key management employeesemployees of the Holding Company or its Subsidiaries, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement of the Association, in which Executive is eligible to participate. Nothing paid to the Executive under any such plan plans or arrangement arrangements will be deemed to be in lieu of other compensation and benefits to which the Executive is otherwise entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Association The Holding Company shall pay or reimburse Executive for all reasonable travel and other expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determineAgreement.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Holding Company in exchange for the duties described in Sections Section 1 and 2of this Agreement. The Association Holding Company shall pay Executive Executive, as compensation compensation, a salary of $ 95,000 per year not less than $110,000 ("Base Salary"). Such Base Salary shall include any amounts of compensation deferred by Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Holding Company or its Subsidiaries. Base Salary shall be payable in accordance with the customary normal payroll practices of the AssociationHolding Company. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by the Board or by a Committee designated committee of the Board delegated such responsibility by the Board, and . The committee or the Board may increase Executive's Base SalarySalary at any time. In addition to the Any increase in Base Salary provided in shall thereafter become the new "Base Salary" for purposes of this Section 3(a), the Association shall provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationAgreement. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Holding Company and its Subsidiaries will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites (or any plans, arrangements or perquisites with respect to which Executive begins to participate at any time during the term of this Agreement) which would adversely affect Executive's rights or benefits thereunder, without separately providing for an arrangement that ensures Executive receives or will receive the economic value that Executive would otherwise lose as a result of such adverse effect, unless such change is general in nature and applies in a nondiscriminatory manner to all employees covered by the plan, arrangement or perquisite. Without limiting the generality of the foregoing provisions of this Subsection (b3(b), Executive will shall be entitled to participate in or and receive benefits under any employee benefit plans including, but not limited to, retirement plans (such as pension, profit sharing and employee stock ownership plans), supplemental retirement plans, pension incentive plans, profit-sharing plans, health-and-accident plan, medical coverage or health and welfare plans and any other employee benefit plan or arrangement made available by the Association Holding Company or its Subsidiaries now or in the future to its full-time employees of the Holding Company and/or senior executives and key management employeesemployees of the Holding Company or its Subsidiaries, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement of the Association, in which Executive is eligible to participate. Nothing paid to the Executive under any such plan plans or arrangement arrangements will be deemed to be in lieu of other compensation and benefits to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Association The Holding Company shall pay or reimburse Executive for all reasonable travel and other expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determineAgreement.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association shall pay Executive as compensation a salary of $ 95,000 $___________ per year ("Base Salary"). Base Salary shall include any amounts of compensation deferred by Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Association. Such Base Salary shall be payable in accordance with the customary payroll practices of the Associationbi-weekly. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by the Board or by a Committee designated of the Board, delegated such responsibility by the Board, and . The Committee or the Board may increase Executive's Base Salary. Any increase in Base Salary shall become the "Base Salary" for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Association shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Association. In addition, Executive shall be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Association in which Executive is eligible to participate. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive's rights or benefits thereunder; except to the extent such changes are made applicable to all Association employees on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit all plans includingrelating to stock options, but not limited torestricted stock awards, retirement plansstock purchases, pension, thrift, supplemental retirement plans, pension plansretirement, profit-sharing planssharing, health-and-accident planemployee stock ownership, group life insurance, medical coverage and other health and welfare coverage, education, cash or any other employee benefit plan stock bonuses that are now or arrangement hereafter made available by the Association in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement of the Association, in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the The Association shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Bank in exchange for the duties described in Sections Section 1 and 2of this Agreement. The Association Bank shall pay Executive Executive, as compensation compensation, a salary of not less than $ 95,000 676,000 per year ("“Base Salary"”). Base Salary shall include any amounts of compensation deferred by Executive under any employee benefit plan or deferred compensation arrangement maintained by the Bank. Such Base Salary shall be payable bi-weekly or, if different, in accordance with the Bank’s customary payroll practices of the Associationpractices. During the period term of this Agreement, Executive's ’s Base Salary shall be reviewed at least annually; annually by the first such review will be made no later than one year from the date 31st day of this Agreementeach January. Such review shall be conducted by the Board or by a Committee committee designated by the Board, and . The committee or the Board may increase (but not decrease) Executive's ’s Base Salary at any time. Any increase in Base Salary shall become the “Base Salary” for purposes of this Agreement. The Board may engage the services of an independent consultant to determine the appropriate Base Salary. In addition to the Base Salary provided in this Section 3(a)Section, the Association Bank shall also provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationBank, on the same basis (including cost) that such benefits are provided to other senior officers of the Bank. (b) The Association In addition to the Base Salary provided for in Section 3(a), the Bank will provide Executive with the opportunity to participate in employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving a benefit from immediately prior to the beginning of the term of this Agreement, and any other employee benefit plans, arrangements and perquisites suitable for the Association Bank’s senior executives adopted by the Bank subsequent to the Effective Date, and the Bank will not, without Executive's ’s prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive's ’s rights or benefits thereunder, without separately providing for an arrangement that ensures Executive receives or will receive the economic value that Executive would otherwise lose as a result of such adverse effect, unless such changes apply equally to all other employees or senior officers of the Bank. Without limiting the generality of the foregoing provisions of this Subsection (bSection 3(b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans plans, whether tax-qualified or otherwise, including, but not limited to, retirement plans, supplemental retirement plans, deferred compensation plans, pension plans, profit-sharing plans, employee stock ownership plans, stock award or stock option plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Bank in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangementsarrangements (including designation by the Board of eligibility to participate, if applicable). Executive will shall also be entitled to incentive compensation and bonuses as provided in any plan, plan or pursuant to any arrangement of the Association, Bank in which Executive is eligible to participateparticipate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than Termination for Just Cause). Nothing paid to the Executive under any such plan plans or arrangement arrangements will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (aSection 3(a) of this and other compensation and benefits provided for by Section 33(b), the Association Bank shall pay or reimburse Executive for all reasonable travel and other expenses incurred by Executive in performing his obligations under this Agreement in accordance with the Bank’s reimbursement policies. (d) The Bank shall continue to sponsor and may pay for the non-qualified supplemental retirement income plan(s) in effect on the date hereof for the benefit of Executive and shall provide Executive with a life insurance policy owned by Executive or a family trust for which the Bank pays all premiums, provided that Executive shall recognize income on such additional compensation coverage at the rates determined pursuant to applicable federal and state tax laws. The Bank shall also pay or reimburse Executive for the annual dues associated with Executive’s membership in such form a country club of Executive’s choice located in the market area served by the Bank. In addition, during the term of this Agreement the Bank shall reimburse Executive for the expense of leasing an automobile for use by Executive under a 36-39 month lease provided the monthly lease payment does not exceed $1,500, and such amounts as provided further that the monthly lease allowance shall be reviewed by the Board may from at the end of each three-year lease term. The Bank shall also reimburse Executive for the reasonable expenses associated with the use of such automobile, including gasoline, maintenance expenses and insurance. (e) Executive shall be entitled to paid time off in accordance with the standard policies of the Bank for senior executive officers, but in no event less than thirty (30) days paid time off during each year of employment. Executive shall receive his Base Salary and other benefits during periods of paid time off. Executive shall also be entitled to time determinepaid legal holidays in accordance with the policies of the Bank. Executive shall also be entitled to sick leave in accordance with the policies of the Bank, but in no event less than the number of days of sick leave per year to which Executive was entitled at the Effective Date of this Agreement.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Institution in exchange for the duties described in Sections Section 1 and 2of this Agreement. The Association Institution shall pay Executive Executive, as compensation compensation, a salary of $ 95,000 per year not less than $250,000 ("Base Salary"). Such Base Salary shall include any amounts of compensation deferred by Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Institution or its Subsidiaries. Base Salary shall be payable in accordance with the customary normal payroll practices of the AssociationInstitution. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; on or about the first such review will be made no later than one year from the date of this AgreementJanuary of each year. Such review shall be conducted by the Board or by a Committee designated committee of the Board delegated such responsibility by the Board, and . The Board or the Board committee may increase Executive's Base SalarySalary at any time. In addition to the Any increase in Base Salary provided in shall thereafter become the new "Base Salary" for purposes of this Section 3(a), the Association shall provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationAgreement. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, as amended and restated, and the Association Institution and its Subsidiaries will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites (or any plans, arrangements or perquisites with respect to which Executive begins to participate at any time during the term of this Agreement, as amended and restated) which would adversely affect Executive's rights or benefits thereunder, without separately providing for an arrangement that ensures Executive receives or will receive the economic value that Executive would otherwise lose as a result of such adverse affect, unless such change is general in nature and applies in a nondiscriminatory manner to all employees covered by the plan, arrangement or perquisite. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or and receive benefits under any employee benefit plans including, but not limited to, retirement plans (such as pension, profit sharing and employee stock ownership plans), supplemental retirement plans, pension incentive plans, profit-sharing plans, health-and-accident plan, medical coverage or health and welfare plans and any other employee benefit plan or arrangement made available by the Association Institution or its Subsidiaries now or in the future to full-time employees of the Institution or its Subsidiaries and/or senior executives and key management employeesemployees of the Institution or its Subsidiaries, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement of the Association, in which Executive is eligible to participate. Nothing paid to the Executive under any such plan plans or arrangement arrangements will be deemed to be in lieu of other compensation and benefits to which the Executive is otherwise entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Association The Institution shall pay or reimburse Executive for all reasonable travel and other expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determineAgreement.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Sections 1 and 2Section 2(b). The Association shall pay Executive as compensation a salary of $ 95,000 not less than $72,800 per year ("Base Salary"). Such Base Salary shall be payable in accordance with the customary payroll practices of the Associationbi-weekly. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one January 31 of each year during the term of this Agreement and shall be effective from the date first day of this Agreementsaid month through the end of the calendar year. Such review shall be conducted by a Committee designated by the Board, and the Board Association may increase increase, but not decrease, Executive's Base Salary (any increase in Base Salary shall become the "Base Salary" for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Association shall provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the Association. (b) The Association will provide Executive with employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive's rights or benefits thereunder. Without limiting the generality of the foregoing provisions of this Subsection (bSection 3(b), Executive will be entitled to participate in or receive benefits under any employee benefit plans including, including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Association in which Executive is eligible to participateparticipate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Cause). Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) The Executive shall be entitled to a minimum of ten (10) business days of paid vacation per year. Such vacation leave days may be taken at the discretion of the Executive in consultation with the President of the Association. The Executive shall be entitled to such other voluntary leaves of absence, with or without pay, from time to time and under such conditions as the Board of Directors may determine in its discretion. The Executive shall be entitled to not less than the same sickness and personal time benefits as apply generally to full-time Association employees. (d) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Association or the Company shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine. The Association shall reimburse Executive for his ordinary and necessary business expenses, including, without limitation, fees for memberships in such clubs and organizations as Executive and the Board shall mutually agree are necessary and appropriate for business purposes, and travel and entertainment expenses, incurred in connection with the performance of his duties under this Agreement, upon presentation to the Association of an itemized account of such expenses in such form as the Association may reasonably require.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Institution in exchange for the duties described in Sections Section 1 and 2of this Agreement. The Association Institution shall pay Executive Executive, as compensation compensation, a salary of $ 95,000 per year not less than $200,000 ("Base Salary"). Base Salary shall include any amounts of compensation deferred by Executive under any employee benefit plan or deferred compensation arrangement maintained by the Institution. Such Base Salary shall be payable in accordance with the customary payroll practices of the Associationbi-weekly. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; on or about the first such review will be made no later than one year from the date 30th day of this Agreementeach June. Such review shall be conducted by the Board or by a Committee committee designated by the Board, and . The committee or the Board may increase Executive's Base Salary at any time. Any increase in Base Salary shall become the "Base Salary" for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Association Institution shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationInstitution. (b) The Association In addition to the Base Salary provided for in paragraph (a) of this Section 3, the Institution will provide Executive with the opportunity to participate in employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving a benefit from immediately prior to the beginning of the term of this Agreement, as amended and restated, and the Association Institution will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive's rights or benefits thereunder, without separately providing for an arrangement that ensures Executive receives or will receive the economic value that Executive would otherwise lose as a result of such adverse affect except in the case of any change to the tax-qualified defined benefit pension plan sponsored by the Institution. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans plans, whether tax-qualified or otherwise, including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, employee stock ownership plans, stock or option plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Institution in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangementsarrangements (including designation by the Board of eligibility to participate, if applicable). Executive will shall also be entitled to incentive compensation and bonuses as provided in any plan, plan or pursuant to any arrangement of the Association, Institution in which Executive is eligible to participate. Nothing paid to the Executive under any such plan plans or arrangement arrangements will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation and benefits provided for by paragraph (b) of this Section 3, the Association Holding Company shall pay or reimburse Executive for all reasonable travel and other expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts Agreement, as mutually agreed to by the Board may from time to time determineand Executive.

Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association shall pay Executive as compensation be entitled to a salary from the Holding Company or its Subsidiaries of $ 95,000 not less than $70,000 per year ("Base Salary"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or unqualified plan maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable in accordance with the customary payroll practices of the Associationbi-weekly. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; and must be reviewed at least 90 days following the first such review will be made no later than one fiscal year from end of the date of this AgreementCompany. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board, and . The Committee or the Board may increase Executive's Base Salary. The increased Base Salary shall become the "Base Salary" for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Association Holding Company shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationHolding Company and its Subsidiaries. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Holding Company and its Subsidiaries will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive's rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-and- accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Holding Company and its Subsidiaries in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Holding Company and its Subsidiaries in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Association Holding Company shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred in the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association shall pay Executive as compensation a salary of $ 95,000 $125,000 per year ("Base Salary"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or non-qualified plan maintained by the Association. Such Base Salary shall be payable in accordance with the customary payroll practices of the Associationweekly. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by the Board or by a Committee designated of the Board, delegated such responsibility by the Board, and . The Committee or the Board may increase Executive's Base Salary. Any increase in Base Salary shall become the "Base Salary" for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Association shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Association. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive's rights or benefits thereunder; except to the extent such changes are made applicable to all Association employees on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including, including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Association in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement. In addition, except Executive shall be entitled to receive fees for serving as provided under Section 5(e)a director of the Association. (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Association shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred in the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.

Compensation and Reimbursement. (a) The Holding Company shall pay Executive as compensation under this Agreement a salary of not less than $193,632.00 per year. The compensation specified under this Agreement, together with a portion of that compensation that otherwise would be paid by the Bank pursuant to the Bank Agreement ("Base Salary"), shall constitute the salary and benefits consideration paid for the duties described in Sections 1 and 2Section 1. The Association Base Salary shall pay also include any amounts of compensation deferred by Executive as compensation under a salary of $ 95,000 per year ("Base Salary")qualified plan maintained by the Bank. Such Base Salary shall be payable in accordance with the customary payroll practices of the Associationbi-weekly. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by a the Compensation Committee designated by the Board, and the Board may increase Executive's Base Salary. An increase shall become the "Base Salary" for purposes of this Agreement. In no event shall Executive's annual rate of salary under this Agreement in effect at a particular time be reduced without his prior written consent. In addition to the Base Salary provided in this Section 3(a), the Association Holding Company shall also provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationHolding Company and the Bank. (b) The Association Holding Company will provide Executive with employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Holding Company will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive's rights or benefits thereunder, provided, however, that the Holding Company may make such changes to such plans, agreements or perquisites generally provided on a nondiscriminatory basis to all employees, without the Executive's consent. The Holding Company may acquire "Key Man" insurance on Executive upon such terms and conditions as may be determined from time to time by the Holding Company. Upon an Event of Termination as defined below, the Holding Company shall transfer all "Key Man" life insurance if any is owned by the Bank or the Holding Company to Executive. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will be entitled to participate in or and receive benefits under any employee benefit plans ("Benefit Plans") whether tax qualified or not, including, but not limited to, stock grants, restricted stock, stock options (and other option derived benefits), Employee Stock Ownership Plans ("ESOP"), or any other stock based benefit plan, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plan, medical coverage or any other employee benefit plan Benefit Plan or arrangement made available by the Association Holding Company or the Bank in the future to its senior executives and key management employees, with awards, grants and levels of benefits for Executive equal to at least levels customary in the industry for persons of like title, authority and responsibility as Executive and with levels of Executive's past participation in the Benefit Plans of the Holding Company or Bank subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Because the Holding Company has determined to pay a portion of Base Salary that might otherwise be attributable to the Executive's efforts on behalf of the Bank, in order that the Bank may continue to increase levels of capital while making available sufficient levels of compensation as are necessary to retain other senior executives instrumental to the continuing success of the Bank, all Base Salary earned by the Executive from the Holding Company pursuant to this Agreement and the Bank pursuant to the Bank Agreement shall be considered when determining the maximum extent that the Executive can participate under any Benefit Plan offered by either the Holding Company or the Bank. Executive will be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Holding Company in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Association Holding Company shall provide Executive with a late model automobile ("Automobile"), or Automobile allowance in lieu thereof, and shall pay or reimburse Executive for all business entertainment expense, travel, Automobile maintenance, operation and insurance and any other reasonable travel and other expenses incurred by Executive to performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine. (d) In the event that Executive assumes additional duties and responsibilities pursuant to Section 2(c) of this Agreement by reason of one of the circumstances contained in Section 2(c) of this Agreement, and the Executive receives or will receive less than the full amount of compensation and benefits formerly entitled to him under the Bank Agreement, the Holding Company shall assume the obligation to provide Executive with compensation and benefits in accordance with the Bank Agreement, less any compensation and benefits received from the Bank, subject to the terms and conditions of this Agreement including the Termination for Cause provisions in Section 8. (e) In addition to Executive's Base Salary as provided in paragraph (a) of this Section 3 and any incentive compensation or discretionary bonus otherwise paid or payable to other senior executives or to this Executive exclusively, the Holding Company shall annually award a Fixed Incentive Award to Executive in an amount equal to two percent (2%) of the pre-tax profit of the Holding Company and each separately incorporated or organized subsidiary, on an unconsolidated basis, except to the extent paid under the terms of the Bank Agreement. The Fixed Incentive Award shall be calculated annually for the period August 1 through July 31 of each year and shall be paid to the Executive within thirty (30) days form receipt and final acceptance by the Board of the pre tax profit for such period. The Fixed Incentive Award shall be paid to Executive or his designated beneficiary upon the earlier of (i) the termination by the Holding Company of his employment for other than Termination for Cause; (ii) the expiration of this Agreement; (iii) his death or Disability; or (iv) annually, upon the anniversary of this Agreement. In the event Executive is subject to Termination for Cause or voluntarily terminates his employment, Executive shall forfeit all rights to the Fixed Incentive Award provided under this paragraph.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Bank in exchange for the duties described in Sections Section 1 and 2of this Agreement. The Association Bank shall pay Executive Executive, as compensation compensation, a salary of $ 95,000 not less than $80,000 per year ("“Base Salary"”). Such Base Salary shall include any amounts of compensation deferred by Executive under any employee benefit plan or deferred compensation arrangement maintained by the Bank. Base Salary shall be payable bi-weekly or, if different, in accordance with the Bank’s customary payroll practices of the Associationpractices. During the period term of this Agreement, Executive's ’s Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date annually by December 31st of this Agreementeach year. Such The review shall be conducted by the CEO. The Bank may increase, but not decrease, Executive’s Base Salary at any time, except for a Committee designated by decrease not in excess of any decrease generally applicable to all officers of the Board, and Bank. Any increase in Base Salary shall become the Board “Base Salary” for purposes of this Agreement. The Bank may increase Executive's engage the services of an independent consultant to assist in the determination of the appropriate Base Salary. In addition to the Base Salary provided in this Section 3(a)3, the Association Bank shall also provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationBank, on a basis (including cost) no less favorable than the benefits provided to other senior officers of the Bank. (b) The Association In addition to the Base Salary provided for in Section 3(a), the Bank will provide Executive with the opportunity to participate in employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving a benefit from immediately prior to the beginning of Effective Date, and any other employee benefit plans, arrangements and perquisites suitable for the term of this AgreementBank’s senior executives adopted by the Bank subsequent to the Effective Date, and the Association Bank will not, without Executive's ’s prior written consent, make any changes in such the plans, arrangements or perquisites which would adversely affect Executive's ’s rights or benefits thereunder, without separately providing for an arrangement that ensures Executive receives or will receive the economic value that Executive would otherwise lose as a result of such adverse effect, unless the changes apply equally to all other employees or senior officers of the Bank. Without limiting the generality of the foregoing provisions of this Subsection (bSection 3(b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans plans, whether tax-qualified or otherwise, including, but not limited to, retirement plans, supplemental retirement plans, deferred compensation plans, pension plans, profit-sharing plans, employee stock ownership plans, stock award or stock option plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Bank in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such the plans and arrangementsarrangements (including designation by the Board of Directors of eligibility to participate, if applicable). Executive will shall also be entitled to participate in any incentive compensation and bonuses as provided in any plan, or pursuant to any bonus plan or arrangement of the Association, Bank in which Executive is eligible to participateparticipate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than Termination for Just Cause). Nothing paid to the Executive under any such plan the plans or arrangement arrangements will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition, Executive will participate in the Bank’s incentive compensation plan. (d) In addition to the Base Salary provided for by paragraph (aSection 3(a) of this Section 3and other compensation and benefits provided for by Sections 3(b) and 3(c), the Association Bank shall pay or reimburse Executive for all reasonable travel and other expenses incurred by Executive in performing his obligations under this Agreement in accordance with the Bank’s reimbursement policies, provided that the reimbursement is made within one calendar year following the date on which the expense was incurred and provided further that the right to reimbursement is not exchanged for another benefit. The amount of expenses eligible for reimbursement during the calendar year may provide such not affect the expenses eligible for reimbursement in any other calendar year. (e) Executive shall be entitled to paid time off in accordance with the standard policies of the Bank for senior executive officers, but in no event less than 20 days paid time off during each year of employment. Executive shall receive his Base Salary and other benefits during periods of paid leave. Executive shall also be entitled to paid legal holidays in accordance with the policies of the Bank. Executive shall also be entitled to a minimum of 6 days sick leave and then additional compensation days as accrued in such form and such amounts as accordance with the Board may from time policies of the Bank, but in no event less than the number of days of sick leave per year to time determinewhich Executive was entitled at the Effective Date.

Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association shall pay Executive as compensation be entitled to a salary from the Holding Company or its Subsidiaries of $ 95,000 $104,000 per year ("Base Salary"). Base Salary shall include any amounts of compensation deferred by Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable in accordance with the customary Bank's regular payroll practices of the Associationpractices. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board, and . The Committee or the Board may increase Executive's Base Salary. Any increase in Base Salary shall become the "Base Salary" for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Association Holding Company shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationHolding Company and its Subsidiaries. In addition, Executive shall be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Holding Company or its Subsidiaries in which Executive is eligible to participate. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Holding Company and its Subsidiaries will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive's rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit all plans includingrelating to stock options, but not limited torestricted stock awards, retirement plansstock purchases, pension, thrift, supplemental retirement plans, pension plansretirement, profit-sharing planssharing, health-and-accident planemployee stock ownership, group life insurance, medical coverage and other health and welfare coverage, education, cash or any other employee benefit plan stock bonuses that are now or arrangement hereafter made available by the Association in the future Holding Company or its Subsidiaries to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. The Holding Company agrees that it will institute a group health insurance plan, the benefits of which shall be extended to Executive. The Holding Company agrees to pay all costs for Executive's benefits and his dependent's participation in any benefit program established for which Executive will is eligible, including, but not limited to the benefit programs listed in this paragraph. Executive shall be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Holding Company and its Subsidiaries in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Association The Holding Company shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred in the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine. During the term of this Agreement, the Holding Company shall provide Executive with a new automobile. The Holding Company agrees to pay for all insurance required to be carried in connection with the automobile's operations, including but not limited to combined single limit liability coverage in the amount of $300,000 and uninsured motorists coverage in the amount of $300,000. Executive agrees that the Holding Company shall either buy or lease said automobile in its sole discretion. The Holding Company agrees to reimburse Executive for any reasonable and necessary automobile expenses including repairs and gas conditioned upon Executive's presentation of proper vouchers for such expenses incurred by him in operating the automobile. Upon termination of employment, Executive shall return the automobile to the Holding Company. Holding Company agrees to obtain memberships in one local social club and one local country club for the benefit of Executive subject to the approval of the Chairman of the Board. Any reasonable expenses incurred at such clubs in order to promote the business of the Holding Company shall be reimbursed by the Holding Company upon the presentation of proper vouchers and such sums with other similar type expenses not to exceed the limitations set forth in the financial budget of the Holding Company and the Institution. Executive's ability to enjoy the benefits of such memberships shall terminate upon the termination of employment for cause. If termination is without cause, all dues will be paid for one (1) year after termination. No expense reimbursements other than membership dues or fees will be paid for the one (1) year. (d) In addition to the foregoing, while Executive is serving as a member of the Board of Directors, he shall be entitled to the standard director's fee, as established by the Holding Company, to the same extent as other directors of the Holding Company.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Sections 1 and 2Section 2(b). The Association In consideration of the services to be rendered by Executive hereunder, the Company and/or the Bank shall pay Executive as compensation a salary of $ 95,000 not less than Three Hundred Thousand Dollars ($300,000.00) per year ("Base Salary"). Such Base Salary shall be payable bi-weekly, or in accordance with the customary Company's normal payroll practices of the Associationpractices. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year December 31, 2010. Any change in Executive's Base Salary shall be effective from the date first day of this Agreementthe next calendar year. Such review shall be conducted by a Committee designated by the BoardBoard of Directors of the Company and the Board of Directors of the Bank (collectively the "Boards"), and the Board Boards may increase increase, but not decrease, Executive's Base Salary. In addition to the Salary (any increase in Base Salary provided in shall become the "Base Salary" for purposes of this Section 3(aAgreement), the Association shall provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the Association. (b) The Association Company and/or the Bank will provide Executive with employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Company and/or the Bank will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive's rights or benefits thereunder. Without limiting the generality of the foregoing provisions of this Subsection (bSection 3(b), Executive will be entitled to participate in or receive benefits under any employee benefit plans including, including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Company and/or the Bank in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Company and/or the Bank in which Executive is eligible to participateparticipate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause). Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Association Company and/or the Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association Bank shall pay Executive as compensation a salary of $ 95,000 $320,000 per year ("Base Salary"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or unqualified plan maintained by the Bank. Such Base Salary shall be payable in accordance with the customary payroll practices of the Associationbi-weekly. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by the Board or by a Committee designated of the Board, delegated such responsibility by the Board, and . The Committee or the Board may increase Executive's Base Salary. Any increase in Base Salary shall become the "Base Salary" for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Association Bank shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationBank. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Bank will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive's rights or benefits thereunder; except to the extent such changes are made applicable to all Bank employees on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including, including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Bank in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Bank in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Association Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.

Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association shall pay Executive as compensation be entitled to a salary from the Holding Company or its Subsidiaries of $ 95,000 not less than $125,000 per year ("Base Salary"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or unqualified plan maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable in accordance with the customary payroll practices of the Associationbi-weekly. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board, and the . The Board may by resolution increase Executive's Base Salary. Any increase in Base Salary shall become the "Base Salary" for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Association Holding Company shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationHolding Company and its Subsidiaries. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Holding Company and its Subsidiaries will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive's rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Holding Company and its Subsidiaries in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Holding Company and its Subsidiaries in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Association Holding Company shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred in the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association Company shall pay (or shall cause the Bank to pay) Executive as compensation a salary of $ 95,000 $81,120 per year ("Base Salary"). Such Base Salary shall be payable in accordance with the customary payroll practices of the Associationweekly. During the period of this Agreement, Executive's Executive"s Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by a Committee designated by the Board. Executive's salary may be increased annually as of the first payroll period ending in the first week of October of each year during the term of this Agreement by such additional amount as may be determined by the Board. The salary of the Employee shall not be decreased at any time during the term of this Agreement from the amount then in effect, and unless the Employee otherwise agrees in writing. The Employee shall not be entitled to receive fees for serving as a director of the Company or the Bank or any subsidiary of the Company or the Bank, or for serving as a member of any committee of the Board may increase Executive's Base Salaryof Directors of the Company or the Bank or of any subsidiary of the Company or the Bank. In addition to the Base Salary provided in this Section 3(a), Executive shall be entitled to participate in an equitable manner with all other executive officers in discretionary bonuses as may be authorized, declared and paid by the Association Board to executive officers during the term of this Agreement. The Bank shall also provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationBank. (b) The Association Company will provide (cause the Bank to provide) Executive with employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Company and the Bank will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive's rights or benefits thereunder. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will be entitled to participate in or receive benefits under any employee benefit plans including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-health and accident plan, medical coverage or any other employee benefit plan or arrangement made available by the Association Company and the Bank in the future to its senior executives and key management employees, subject to, and on a basis consistent with, the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement of the AssociationCompany and the Bank, in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Association Company shall pay or reimburse Executive for all reasonable travel and other obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.

Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute be entitled to an annualized salary from the salary and benefits paid for the duties described in Sections 1 and 2. The Association shall pay Executive as compensation a salary Holding Company of $ 95,000 per year One Hundred Thousand Dollars ($100,000.00) ("Base Salary"). The Holding Company shall be under no obligation to review or increase such Base Salary amount during the term of this Agreement. Base Salary shall include any amounts of compensation deferred by Executive under any qualified or unqualified plan maintained by the Holding Company. Such Base Salary shall be payable in accordance with the customary payroll practices of the Association. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by a Committee designated by the Board, and the Board may increase Executive's Base Salarybi-weekly. In addition to the Base Salary provided in this Section 3(a)subsection, the Association Holding Company shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are generally provided uniformly to permanent full-time employees of the AssociationHolding Company. (b) The Association Holding Company will provide Executive with employee benefit plans, arrangements and perquisites substantially equivalent equivalent, singularly and in the aggregate, to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement; provided, and however, that the Association will notHolding Company shall not be required to include the Executive in any bonus plan or arrangement, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive's rights or benefits thereunder. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will be entitled to participate in or receive benefits under any employee benefit plans including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident stock option plan, medical coverage management recognition plan, or any other employee benefit similar plan or arrangement made available by maintained for the Association in the future to its benefit of senior executives and key management employees, subject to, and on a basis consistent with, the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement of the Association, in which Executive is eligible to participateHolding Company. Nothing paid to in this subsection, however, shall be construed as adversely affecting any vested and non-vested rights the Executive may presently have under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e)arrangement. (c) In addition to the Base Salary provided for by paragraph Subsection (a) of this Section 3and the benefits provided for in Subsections (a) and (b), the Association Holding Company shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred in the performance of Executive's obligations under this Agreement and may may, but shall not be required to, provide such additional compensation in such form and such amounts as the Board may from time to time determine. In this regard, Executive shall be provided, upon prior request, with the use of such Holding Company facilities and equipment as may be required to perform his duties hereunder. The Executive shall be provided, at his option, with an automobile expense allowance or the use of a recent model automobile, similar to that used by the Executive as of the date hereof, which will be owned or leased by the Holding Company or an affiliate of the Holding Company, as may be mutually agreed upon by the Executive and the Holding Company. All reasonable expenses associated therewith shall be borne by the Holding Company.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association Bank shall pay Executive as compensation a salary of $ 95,000 not less than $112,326.00 per year ("Base Salary"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or non-qualified plan maintained by the Bank. Such Base Salary shall be payable in accordance with the customary payroll practices of the Associationbi-weekly. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by the Board or by a Committee designated of the Board, delegated such responsibility by the Board, and . The Committee or the Board may increase Executive's Base Salary. Any increase in Base Salary shall become the "Base Salary" for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Association Bank shall also provide Executive Executive, at no cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationBank. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plansplans ("Benefit Plans"), arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Bank will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive's rights or benefits thereunder; provided, however, that the Bank may make such changes to such plans, arrangements or perquisites generally provided to all Bank employees on a non-discriminatory basis. The Bank may acquire "Key Man" insurance on Executive upon such terms and conditions as may be determined from time to time by the Bank. Upon an Event of Termination as defined below, the Bank shall transfer an "Key Man" life insurance, if any is owned by the Bank, to Executive. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including, Benefit Plans including but not limited to, stock grants, restricted stock, stock options (and other option derived benefits), Employee Stock Ownership Plans ("ESOP"), or any other stock-based benefit plan, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Bank in the future to its senior executives and key management employeesemployees with awards, grants, levels and benefits for Executive equal at least to levels customary in the industry for persons of like title, authority and responsibility as Executive and with levels of Executive's past participation in the Benefit Plans of the Bank, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Bank in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Association Bank shall pay or reimburse Executive for all reasonable travel travel, entertainment and other reasonable expenses incurred in the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine. (d) In addition to Executive's Base Salary as provided in paragraph (a) of this Section 3 and any incentive compensation or discretionary bonus otherwise paid or payable to other senior executives or to Executive exclusively, the Bank shall annually award a Fixed Incentive Award to Executive in an amount equal to one percent (1%) of the Bank's pre-tax profit on an unconsolidated basis. The Fixed Incentive Award shall be calculated annually for the period of August 1 through July 31 of each year. The Fixed Incentive Award shall be paid to Executive or her designated beneficiary upon the earlier of (i) the termination by the Bank of her employment for other than Termination for Cause; (ii) the expiration of this Agreement; (iii) her death or Disability; or (iv) annually upon the anniversary of this Agreement. In the event Executive is subject to Termination for Cause or voluntarily terminates her employment, other than upon an Event of Termination as defined below, Executive shall forfeit all rights to the Fixed Incentive Award provided under this paragraph.

Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association shall pay Executive as compensation be entitled to a salary from the Holding Company or its Subsidiaries of $ 95,000 not less than $107,090 per year ("Base Salary"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or unqualified plan maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable in accordance with the customary payroll practices of the Associationbi-weekly. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board, and . The Committee or the Board may increase Executive's Base Salary. The increased Base Salary shall become the "Base Salary" for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Association Holding Company shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationHolding Company and its Subsidiaries. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Holding Company and its Subsidiaries will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive's rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Holding Company and its Subsidiaries in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Holding Company and its Subsidiaries in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Association Holding Company shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred in the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association shall pay Executive as compensation a salary of $ 95,000 $_______ per year ("Base Salary"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or non-qualified plan maintained by the Association. Such Base Salary shall be payable in accordance with the customary payroll practices of the Associationbi-weekly. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by the Board or by a Committee designated of the Board, delegated such responsibility by the Board, and . The Committee or the Board may increase Executive's Base Salary. Any increase in Base Salary shall become the "Base Salary" for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Association shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Association. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive's rights or benefits thereunder; except to the extent such changes are made applicable to all Association employees on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including, including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Association in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Association shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred in the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.

Compensation and Reimbursement. (a) The Holding Company shall pay Executive compensation under this Agreement a salary of not less than $173,800.00 (including amounts attributable to duties compensable with respect to On-Line Financial Services) per year. The compensation specified under this Agreement, together with a portion of that compensation that otherwise would be paid by the Bank pursuant to the Bank Agreement ("Base Salary"), shall constitute the salary and benefits consideration paid for the duties described in Sections 1 and 2Section 1. The Association Base Salary shall pay also include any amounts of compensation deferred by Executive as compensation under a salary of $ 95,000 per year ("Base Salary")qualified plan maintained by the Bank. Such Base Salary shall be payable in accordance with the customary payroll practices of the Associationbi-weekly. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from form the date of this Agreement. Such review shall be conducted by a the Compensation Committee designated by the Board, and the Board may increase Executive's Base Salary. An increase shall become the "Base Salary" for purposes of this Agreement. In no event shall Executive's annual rate of salary under this Agreement in effect at a particular time be reduced without his prior written consent. In addition to the Base Salary provided in this Section 3(a), the Association Holding Company shall also provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of Holding Company and the AssociationBank. (b) The Association Holding Company will provide Executive with employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Holding Company will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive's rights or benefits thereunder, provided, however, that the Holding Company may make such changes to such plans, agreements or perquisites generally provided on a nondiscriminatory basis to all employees, without the Executive's consent. The Holding Company may acquire "Key Man" insurance on Executive upon such terms and conditions as may be determined form time to time by the Holding Company. Upon an Event of Termination as defined below, the Holding Company shall transfer all "Key Man" life insurance if any is owned by the Bank or the Holding Company to Executive. Without limiting xxxxxx the generality of the foregoing provisions of this Subsection (b), Executive will be entitled to participate in or and receive benefits under any employee benefit plans ("Benefit Plans") whether tax qualified or not, including, but not limited to, stock grants, restricted stock, stock options (and other option derived benefits), Employee Stock Ownership Plans ("ESOP"), or any other stock based benefit plan, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plan, medical coverage or any other employee benefit plan Benefit Plan or arrangement made available by the Association Holding Company or the Bank in the future to its senior executives and key management employees, with awards, grants and levels of benefits for Executive equal to at least levels customary in the industry for persons of like title, authority and responsibility as Executive and with levels of Executive's past participation in the Benefit Plans of the Holding Company or Bank subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Because the Holding Company has determined to pay a portion of Base Salary that might otherwise be attributable to the Executive's efforts on behalf of the Bank, in order that the Bank may continue to increase levels of capital while making available sufficient levels of compensation as are necessary to retain other senior executives instrumental to the continuing success of the Bank, all Base Salary earned by the Executive from the Holding Company pursuant to this Agreement and the Bank pursuant to the Bank Agreement shall be considered when determining the maximum extent that the Executive can participate under any Benefit Plan offered by either the Holding Company or the Bank. Executive will be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Holding Company in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Association Holding Company shall provide Executive with a late model automobile ("Automobile"), or Automobile allowance in lieu thereof, and shall pay or reimburse Executive for all business entertainment expense, travel, Automobile maintenance, operation and insurance and any other reasonable travel and other expenses incurred by Executive to performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine. (d) In the event that Executive assumes additional duties and responsibilities pursuant to Section 2(c) of this Agreement by reason of one of the circumstances contained in Section 2(c) of this Agreement, and the Executive receives or will receive less than the full amount of compensation and benefits formerly entitled to him under the Bank Agreement, the Holding Company shall assume the obligation to provide Executive with compensation and benefits in accordance with the Bank Agreement, less any compensation and benefits received from the Bank, subject to the terms and conditions of this Agreement including the Termination for Cause provision in Section 8. (e) In addition to Executive's Base Salary as provided in paragraph (a) of this Section 3 and any incentive compensation or discretionary bonus otherwise paid or payable to other senior executives or to this Executive exclusively, the Holding Company shall annually award a Fixed Incentive Award to Executive in an amount equal to two percent (2%) of the pre-tax profit of the Holding Company and each separately incorporated or organized subsidiary, on an unconsolidated bases, except to the extent paid under the terms of the Bank Agreement. The

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Sections 1 and 2Section 2(b). The Association shall pay Executive as compensation a salary of $ 95,000 not less than $117,163.69 per year ("Base Salary"). Such Base Salary shall be payable in accordance with the customary payroll practices of the Associationbi-weekly. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one January 31 of each year during the term of this Agreement and shall be effective from the date first day of this Agreementsaid month through the end of the calendar year. Such review shall be conducted by a Committee designated by the Board, and the Board Association may increase increase, but not decrease, Executive's Base Salary (any increase in Base Salary shall become the "Base Salary" for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Association shall provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the Association. (b) The Association will provide Executive with employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive's rights or benefits thereunder. Without limiting the generality of the foregoing provisions of this Subsection (bSection 3(b), Executive will be entitled to participate in or receive benefits under any employee benefit plans including, including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Association in which Executive is eligible to participateparticipate (and she shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Cause). Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) The Executive shall be entitled to a minimum of twenty (20) business days of paid vacation per year. Such vacation leave days may be taken at the discretion of the Executive in consultation with the Board of Directors of the Association. The Executive shall be entitled to such other voluntary leaves of absence, with or without pay, from time to time and under such conditions as the Board of Directors may determine in its discretion. The Executive shall be entitled to not less than the same sickness and personal time benefits as apply generally to full-time Association employees. (d) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Association or the Company shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive performing her obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine. The Association shall reimburse Executive for her ordinary and necessary business expenses, including, without limitation, fees for memberships in such clubs and organizations as Executive and the Board shall mutually agree are necessary and appropriate for business purposes, and travel and entertainment expenses, incurred in connection with the performance of her duties under this Agreement, upon presentation to the Association of an itemized account of such expenses in such form as the Association may reasonably require.

Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association shall pay Executive as compensation be entitled to a salary from the Holding Company or its Subsidiaries of $ 95,000 $250,000 per year ("Base Salary"). Base Salary shall include any amounts of compensation deferred by Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable in accordance with the customary payroll practices of the Associationbi-weekly. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board, and . The Committee or the Board may increase Executive's Base Salary. Any increase in Base Salary shall become the "Base Salary" for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Association Holding Company shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationHolding Company and its Subsidiaries. In addition, Executive shall be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Holding Company or its Subsidiaries in which Executive is eligible to participate. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Holding Company and its Subsidiaries will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive's rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit all plans includingrelating to stock options, but not limited torestricted stock awards, retirement plansstock purchases, pension, thrift, supplemental retirement plans, pension plansretirement, profit-sharing planssharing, health-and-accident planemployee stock ownership, group life insurance, medical coverage and other health and welfare coverage, education, cash or any other employee benefit plan stock bonuses that are now or arrangement hereafter made available by the Association in the future Holding Company or its Subsidiaries to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Holding Company and its Subsidiaries in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Association The Holding Company shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred in the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.

Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association shall pay Executive as compensation be entitled to a salary from the Holding Company or its Subsidiaries of $ 95,000 $190,962 per year ("Base Salary"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or nonqualified plan maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable in accordance with the customary payroll practices of the Associationbi-weekly. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board, and . The Committee or the Board may increase Executive's Base Salary. Any increase in Base Salary shall become the "Base Salary" for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Association Holding Company shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationHolding Company and its Subsidiaries. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Holding Company and its Subsidiaries will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive's rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Holding Company and its Subsidiaries in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Holding Company and its Subsidiaries in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Association Holding Company shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred in the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.

Compensation and Reimbursement. (ai) The compensation specified under this Agreement Provided that such amounts are contemplated by the Operating Budget, not less than five days before the first Business Day of each month, Chatham Managing Member and Chatham Ink I Managing Member shall constitute provide the salary Members with a notice setting forth (x) Chatham Managing Member’s good faith estimate of the out-of-pocket expenses that it will incur for such month in connection with its duties in its capacity as Managing Member of the Company and benefits Chatham Ink I Managing Member’s good faith estimate of the out-of-pocket expenses that it will incur for such month in connection with its duties in its capacity as managing member of Ink I, including, without limitation, Chatham Managing Member’s and Chatham Ink I Managing Member’s reasonable costs and expenses of any Chatham Company Personnel, less (y) any amounts paid to Chatham Managing Member and Chatham Ink I Managing Member previously in respect of a Monthly Expense Amount in excess of expenses actually incurred by Chatham Managing Member and Chatham Ink I Managing Member for such month, plus (z) any expenses actually incurred by Chatham Managing Member and Chatham Ink I Managing Member previously with respect to a given month exceeding the duties described in Sections 1 and 2. The Association shall pay Executive as compensation a salary of $ 95,000 per year Monthly Expense Amount for such month ("Base Salary"together, the “Monthly Expense Amount”). Such Base Salary shall be payable So long as neither Chatham Managing Member nor any of its Affiliates is in accordance with the customary payroll practices material default of the Association. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by a Committee designated by the Board, and the Board may increase Executive's Base Salary. In addition to the Base Salary provided in this Section 3(a), the Association shall provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the Association. (b) The Association will provide Executive with employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive's rights or benefits thereunder. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will be entitled to participate in or receive benefits under any employee benefit plans including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plan, medical coverage or any other employee benefit plan or arrangement made available by the Association in the future to its senior executives and key management employees, subject to, and on a basis consistent with, the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement of the Association, in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Association shall pay or reimburse Executive for all reasonable travel and other obligations under this Agreement or the Ink I LLC Agreement, or, if such party is in material default, such material default has been cured within thirty (30) days after written notice of such material default is delivered to Chatham Managing Member and may provide such additional compensation in such form Chatham Ink I Managing Member, as applicable, by any other Member, and such amounts provided that Chatham Managing Member has not been removed as the Board Managing Member pursuant to Section 3.2(h) and Chatham Ink I Managing Member has not been removed as the Managing Member of Ink I pursuant to Section 3.2(h) of the Ink I LLC Agreement, the Company shall pay to Chatham Managing Member in its capacity as Managing Member (or, at the written direction of Chatham Managing Member, to a designated Affiliate of Chatham REIT), on the first Business Day of each month or as promptly as practicable thereafter, an amount equal to the Company’s portion, determined based on a reasonable methodology agreed to between Chatham Managing Member and NS Managing Member, of the Monthly Expense Amount submitted for such month (the “Expense Reimbursement”), it being understood that such methodology may allocate different categories of expenses differently. (ii) Except as expressly set forth in clause (i) above or in any separate agreement between the Managing Member and the Company, the Managing Member shall not receive compensation or reimbursement of its expenses for its services performed on behalf of the Company or other benefits it provides to the Company. (iii) At any time in connection with its review of Chatham Managing Member’s proposed Monthly Expense Amount for any month, NS Managing Member may in its reasonable discretion require that Chatham Managing Member eliminate the position(s) associated with particular Chatham Company Personnel and no longer include the costs associated with such position(s) as part of Chatham’s Monthly Expense Amount, beginning with the Monthly Expense Amount that is three months after Chatham Managing Member is notified of such requirement from NS Managing Member; provided, that the Managing Member shall be permitted to include in the applicable Monthly Expense Amount for the month in which such expenses are to be paid all severance and related costs incurred in connection with the termination of such Chatham Company Personnel at NS Managing Member’s request, to the extent the grant to such terminated Chatham Company Personnel of such severance obligation was approved by NS Managing Member or NS Ink I Managing Member, as applicable, at the time of grant. (iv) Chatham Managing Member and NS Managing Member acknowledge and agree that the Operating Budget shall include reimbursement for any costs in connection with any third party retained by NS Managing Member to time determineoversee the activities of Chatham Managing Member and the operation of the Company and the Property Companies, which costs shall not exceed Three Hundred Thousand Dollars ($300,000) per annum.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Bank in exchange for the duties described in Sections Section 1 and 2of this Agreement. The Association Bank shall pay Executive Executive, as compensation compensation, a salary of $ 95,000 not less than $332,500 per year ("“Base Salary"”). Base Salary shall include any amounts of compensation deferred by Executive under any employee benefit plan or deferred compensation arrangement maintained by the Bank. Such Base Salary shall be payable bi-weekly or, if different, in accordance with the Bank’s customary payroll practices of the Associationpractices. During the period term of this Agreement, Executive's ’s Base Salary shall be reviewed at least annually; annually by the first such review will be made no later than one year from the date 31st day of this Agreementeach January. Such review shall be conducted by the Board or by a Committee committee designated by the Board, and . The committee or the Board may increase (but not decrease) Executive's ’s Base Salary at any time. Any increase in Base Salary shall become the “Base Salary” for purposes of this Agreement. The Board may engage the services of an independent consultant to assist in determining an appropriate Base Salary. In addition to the Base Salary provided in this Section 3(a), the Association Bank shall also provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationBank, on the same basis (including cost) that such benefits are provided to other senior officers of the Bank. (b) The Association In addition to the Base Salary provided for in Section 3(a), the Bank will provide Executive with the opportunity to participate in employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving a benefit from immediately prior to the beginning of the term of this Agreement, and any other employee benefit plans, arrangements and perquisites suitable for the Association Bank’s senior executives adopted by the Bank subsequent to the Effective Date. The Bank will not, without Executive's ’s prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive's ’s rights or benefits thereunderthereunder (other than changes that would apply equally to all other employees or senior officers, as applicable, participating in such plans, arrangements or perquisites) without separately providing for an arrangement that ensures Executive receives, or will receive, the economic value that Executive would otherwise lose as a result of such adverse effect. Without limiting the generality of the foregoing provisions of this Subsection (bSection 3(b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans plans, whether tax-qualified or otherwise, including, but not limited to, retirement plans, supplemental retirement plans, deferred compensation plans, pension plans, profit-sharing plans, employee stock ownership plans, stock award or stock option plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Bank in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangementsarrangements (including designation by the Board of eligibility to participate, if applicable). Executive will shall also be entitled to incentive compensation and bonuses as provided in any plan, plan or pursuant to any arrangement of the Association, Bank in which Executive is eligible to participateparticipate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan, in accordance with the terms of such plan(s), as to any year in which Executive’s termination of employment occurs prior to the last day of the Bank’s fiscal year, other than Termination for Just Cause). Nothing paid to the Executive under any such plan plans or arrangement arrangements will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (aSection 3(a) of this and other compensation and benefits provided for by Section 33(b), the Association Bank shall pay or reimburse Executive for all reasonable travel and other expenses incurred by Executive in performing his obligations under this Agreement in accordance with the Bank’s reimbursement policies. Such reimbursements shall be made promptly by the Bank, and, in any event, not later than March 15 of the year immediately following the calendar year in which Executive incurred such expense. (d) Executive shall be entitled to paid time off in accordance with the standard policies of the Bank for senior executive officers, but in no event less than thirty (30) days paid time off during each year of employment. Executive shall receive his Base Salary and may provide such additional compensation other benefits during periods of paid time off. Executive shall also be entitled to paid legal holidays in such form and such amounts as accordance with the Board may from time policies of the Bank. Executive shall also be entitled to time determinesick leave in accordance with the policies of the Bank, but in no event less than the number of days of sick leave per year to which Executive was entitled at the Effective Date of this Agreement.

Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association shall pay Executive as compensation be entitled to a salary from the Holding Company or its Subsidiaries of $ 95,000 One Hundred and Ten Thousand Dollars ($110,000.00) per year ("Base Salary"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or unqualified plan maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable in accordance with the customary payroll practices of the Associationbi-weekly. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board, and . The Committee or the Board may increase Executive's Base Salary. Any increase in Base Salary shall become the "Base Salary" for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Association Holding Company shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationHolding Company and its Subsidiaries. (b) The Association Holding Company will provide Executive with employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Holding Company and its Subsidiaries will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive's rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Bank employees eligible to participate in such plans, arrangements and perquisites on a nondiscriminatory basis. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Holding Company and its Subsidiaries in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Holding Company and its Subsidiaries in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Association Holding Company shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred in the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine. The Executive shall be provided at his option, with an automobile expense allowance or the use of a recent model automobile which will be owned or leased by the Holding Company or the Bank, as may be mutually agreed upon by the Executive and the Holding Company or the Bank. All reasonable expenses associated therewith shall be borne by the Holding Company or the Bank.

Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute be entitled to an aggregate salary from the salary and benefits paid for the duties described in Sections 1 and 2. The Association shall pay Executive as compensation a salary Holding Company or its Subsidiaries of $ 95,000 $203,000 per year ("“Base Salary"”). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or unqualified plan maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable in accordance with the customary payroll practices of the Associationbi-weekly. During the period of this Agreement, Executive's ’s Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board, and . The Committee or the Board may increase Executive's ’s Base Salary. Any increase in Base Salary shall become the “Base Salary” for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Association Holding Company shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationHolding Company and its Subsidiaries. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Holding Company and its Subsidiaries will not, without Executive's ’s prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive's ’s rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Holding Company and its Subsidiaries in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Holding Company and its Subsidiaries in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Association Holding Company shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred in the performance of Executive’s obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association Bank shall pay the Executive as compensation a salary of $ 95,000 $365,000 per year ("“Base Salary"”). Such Base Salary shall be payable in accordance with the customary normal payroll practices of the AssociationBank then in effect (but in any event in substantially equal installments, not less frequently than monthly) and subject to all applicable taxes required to be withheld by the Bank pursuant to federal, state or local law. During the period of this Agreement, the Executive's ’s Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by the Board or by a Committee designated of the Board, delegated such responsibility by the Board, and . The Committee or the Board may increase the Executive's ’s Base Salary and once established at an increased specified rate shall not thereafter be reduced. Any increase in Base Salary shall become the “Base Salary” for purposes of this Agreement. In addition to, and not to be construed as part of, the Base Salary provided in this Section 3(a), the Association Bank shall also provide Executive at no cost to the Executive with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationBank. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior available to the beginning executive officers of the term of this AgreementBank, and the Association Bank will not, without the Executive's ’s prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect the Executive's ’s rights or benefits thereunder, except to the extent such changes are made applicable to all Bank employees on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Subsection (b), the Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Bank in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. The Executive will shall be entitled to incentive compensation and bonuses as provided in any plan, or pursuant to any arrangement plan of the Association, Bank in which the Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Association Bank shall pay or reimburse the Executive for (i) a monthly automobile allowance and country club dues in such amounts as may be agreed to by the Board from time to time, and (ii) all reasonable travel and other reasonable expenses incurred in the performance of the Executive’s obligations under this Agreement Agreement, and the Bank may provide such additional compensation in such form and such amounts as the Board may from time to time determine. (d) The Executive shall be entitled to receive fees for serving as a director of the Bank or as a member of any committee of the Board of Directors of the Bank.

Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The Association Institution shall pay Executive as compensation a salary of $ 95,000 $167,308 per year ("Base Salary"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or non-qualified plan maintained by the Institution. Such Base Salary shall be payable in accordance with the customary payroll practices of the Associationbi-weekly. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually; the first such review will be made no later than one year from the date of this Agreement. Such review shall be conducted by the Board or by a Committee designated of the Board, delegated such responsibility by the Board, and . The Committee or the Board may increase Executive's Base Salary. Any increase in Base Salary shall become the "Base Salary" for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Association Institution shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the AssociationInstitution. (b) The Association will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Association Institution will not, without Executive's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive's rights or benefits thereunder; except to the extent such changes are made applicable to all Institution employees on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans plans, including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, stock or option plans, health-and-accident planplans, medical coverage or any other employee benefit plan or arrangement made available by the Association Institution in the future to its senior executives and key management employees, subject to, to and on a basis consistent with, with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan, plan or pursuant to any arrangement of the Association, Institution in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e). (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Association Institution shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.