Southern Michigan Bancorp Inc Sample Contracts

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INTRODUCTION
Deferred Compensation Agreement • March 28th, 2003 • Southern Michigan Bancorp Inc • State commercial banks • Michigan
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 28th, 2008 • Southern Michigan Bancorp Inc • State commercial banks

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement"), is made by and among SOUTHERN MICHIGAN BANCORP, INC., a Michigan corporation (the "Corporation") and RICHARD E. DYER ("Executive") and amends and restates in its entirety the Employment Agreement between the Corporation and the Executive effective December 1, 2007 (the "Prior Agreement"). The parties agree as follows.

GUARANTEE AGREEMENT Southern Michigan Bancorp, Inc. Dated as of March 25, 2004
Guarantee Agreement • March 28th, 2008 • Southern Michigan Bancorp Inc • State commercial banks • New York

This GUARANTEE AGREEMENT (the "Guarantee"), dated as of March 25, 2004, is executed and delivered by Southern Michigan Bancorp, Inc., a bank holding company incorporated in Michigan (the "Guarantor"), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Southern Michigan Bancorp Capital Trust I, a Delaware statutory trust (the "Issuer").

SOUTHERN MICHIGAN BANK & TRUST DEFERRED COMPENSATION AGREEMENT
Deferred Compensation Agreement • July 13th, 2007 • Southern Michigan Bancorp Inc • State commercial banks • Michigan

THIS AGREEMENT is made this _________ day of ___________________, 20__, by and between Southern Michigan Bank & Trust (the "Company"), and [NAME OF EXECUTIVE] (the "Executive").

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 28th, 2008 • Southern Michigan Bancorp Inc • State commercial banks

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is made by SOUTHERN MICHIGAN BANCORP, INC., a Michigan corporation (the "Corporation"), and Kurt G. Miller ("Executive") and amends and restates in its entirety the Employment Agreement between the Corporation and Executive effective January 1, 2004 (the "Prior Agreement"). The parties agree as follows.

SECOND AMENDMENT TO SOUTHERN MICHIGAN BANK & TRUST DIRECTOR DEFERRED FEE AGREEMENT For
Director Deferred Fee Agreement • March 28th, 2008 • Southern Michigan Bancorp Inc • State commercial banks

THIS AMENDMENT executed on March 28, 2008, by SOUTHERN MICHIGAN BANK & TRUST, a state commercial bank located in Coldwater, Michigan (the "Company") and _____________________ (the "Director").

BUSINESS LOAN AGREEMENT
Business Loan Agreement • November 27th, 2007 • Southern Michigan Bancorp Inc • State commercial banks • Illinois

THIS BUSINESS LOAN AGREEMENT dated September 27, 2007, is made and executed between Southern Michigan Bancorp, Inc. ("Borrower") and LASALLE BANK NATIONAL ASSOCIATION ("Lender") on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement ("Loan"). Borrower understand and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower's representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender's sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.

SOUTHERN MICHIGAN BANK & TRUST 2011 DEFINED CONTRIBUTION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Defined Contribution Supplemental Executive Retirement Plan • December 28th, 2011 • Southern Michigan Bancorp Inc • State commercial banks • Michigan

This 2011 DEFINED CONTRIBUTION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (this "Agreement") is entered into as of this ________ day of _______________________, 2011, by and between Southern Michigan Bank & Trust, a Michigan-chartered bank (the "Bank"), and _________________, ______________________ of the Bank (the "Executive").

SECOND AMENDMENT TO SOUTHERN MICHIGAN BANK & TRUST DEFERRED COMPENSATION AGREEMENT For
Deferred Compensation Agreement • March 28th, 2008 • Southern Michigan Bancorp Inc • State commercial banks

THIS AMENDMENT executed on March 28, 2008, by SOUTHERN MICHIGAN BANK & TRUST, a state commercial bank located in Coldwater, Michigan (the "Company") and _____________ (the "Executive").

SEPARATION AGREEMENT
Separation Agreement • November 14th, 2008 • Southern Michigan Bancorp Inc • State commercial banks

This Separation Agreement ("Agreement") is between SOUTHERN MICHIGAN BANCORP, INC. ("Corporation") and RICHARD E. DYER ("Executive").

EMPLOYMENT AGREEMENT
Employment Agreement • July 13th, 2007 • Southern Michigan Bancorp Inc • State commercial banks

THIS EMPLOYMENT AGREEMENT (the "Agreement"), is made by and among SOUTHERN MICHIGAN BANCORP, INC., a Michigan corporation (the "Corporation") and RICHARD E. DYER ("Executive"). The parties agree as follows.

TRANSITION AGREEMENT
Transition Agreement • July 13th, 2007 • Southern Michigan Bancorp Inc • State commercial banks • Michigan

This TRANSITION AGREEMENT (this "Agreement") is made and entered into this 17th day of April, 2007, by and among SOUTHERN MICHIGAN BANCORP, INC., a Michigan corporation ("Southern"), FNB FINANCIAL CORPORATION, a Michigan corporation (the "FNB"), and RICHARD E. DYER ("Executive").

SOUTHERN MICHIGAN BANK & TRUST DIRECTOR DEFERRED FEE AGREEMENT
Director Deferred Fee Agreement • July 13th, 2007 • Southern Michigan Bancorp Inc • State commercial banks • Michigan

To encourage the Director to remain a member of the Company's Board of Directors, the Company is willing to provide to the Director a deferred fee opportunity. The Company will pay the Director's benefits from the Company's general assets. This Agreement between the Director and the Company modifies the terms of the Director's participation in the Plan, replaces all benefits which otherwise were payable under the Plan, and supercedes all previous Agreements under this Plan.

RECITALS
Agreement and Plan of Consolidation • March 28th, 2000 • Southern Michigan Bancorp Inc • State commercial banks • Michigan
SOUTHERN MICHIGAN BANK & TRUST DIRECTOR DEFERRED FEE AGREEMENT
Director Deferred Fee Agreement • March 30th, 2004 • Southern Michigan Bancorp Inc • State commercial banks • Michigan

To encourage the Director to remain a member of the Company's Board of Directors, the Company is willing to provide to the Director a deferred fee opportunity. The Company will pay the Director's benefits from the Company's general assets. This Agreement between the Director and the Company modifies the terms of the Director's participation in the Plan, replaces all benefits which otherwise were payable under the Plan, and supercedes all previous Agreements under this Plan.

DEBT SECURITY
Debt Security • May 14th, 2004 • Southern Michigan Bancorp Inc • State commercial banks

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN PRIOR TO THE DATE WHICH IS THE LATER OF (i) TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT) AFTER THE LATER OF (Y) THE DATE OF ORIGINAL ISSUANCE HEREOF AND (Z) THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE (AS DEFINED IN RULE 405 UNDER THE

AGREEMENT OF CONSOLIDATION BETWEEN SOUTHERN MICHIGAN BANK & TRUST AND FNB FINANCIAL
Consolidation Agreement • March 26th, 2010 • Southern Michigan Bancorp Inc • State commercial banks

THIS AGREEMENT OF CONSOLIDATION ("Agreement") is dated as of December 16, 2008, and is made by and between Southern Michigan Bank & Trust ("Southern Michigan Bank") and FNB Financial.

FORM OF FIRST AMENDMENT TO SOUTHERN MICHIGAN BANK & TRUST DEFERRED COMPENSATION AGREEMENT For <NAME>
Deferred Compensation Agreement • November 12th, 2004 • Southern Michigan Bancorp Inc • State commercial banks

THIS AMENDMENT executed on this ________ day of __________________, 2004, by and between SOUTHERN MICHIGAN BANK & TRUST, a state commercial bank located in Coldwater, Michigan (the "Company") and <NAME> (the "Executive").

RETENTION AGREEMENT
Retention Agreement • March 26th, 2010 • Southern Michigan Bancorp Inc • State commercial banks

THIS RETENTION AGREEMENT (the "Agreement") is made by SOUTHERN MICHIGAN BANCORP, INC., a Michigan corporation (the "Corporation"), and DANICE CHARTRAND ("Executive"). The parties agree as follows.

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FORM OF FIRST AMENDMENT TO SOUTHERN MICHIGAN BANK & TRUST DEFERRED FEE AGREEMENT For <NAME>
Deferred Fee Agreement • November 12th, 2004 • Southern Michigan Bancorp Inc • State commercial banks

THIS AMENDMENT executed on this ________ day of __________________, 2004, by and between SOUTHERN MICHIGAN BANK & TRUST, a state commercial bank located in Coldwater, Michigan (the "Company") and <NAME> (the "Director").

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