0000905729-08-000120 Sample Contracts

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.

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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").

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").

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").

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