COMMUNITY BANK DIRECTORS RETIREMENT PLAN DATED JANUARY 1, 1998



 EXHIBIT 10.1 
 DIRECTORS DEFERRED COMPENSATION AGREEMENT 
 THIS AGREEMENT made and entered into this
     day of                          1996, by and between Community Bank-Wheaton/Glen Ellyn, a
Banking Corporation incorporated under the laws of Illinois (hereinafter referred to as “the Bank”), and
                         (hereinafter referred to as “the Director”): 
 WHEREAS, the Bank and the Director wish to enter into an agreement relating to the Director’s services to the Bank upon the terms and conditions
herein set forth; 
 NOW, THEREFORE, in consideration of the payments herein provided and of mutual agreements contained herein, the parties
hereto agree as follows: 
  

	I.	DIRECTORS SERVICES 

 So long as he shall continue to be a
director of the Bank, the Director shall devote his best efforts to the performance of his duties as member of the Board of Directors and of any of its committees to which he is appointed. 
  

	II.	FEES 

 The fees covered under this Agreement shall be any
and all amounts paid to the Director for his services as a director, including but not limited to annual fees, meeting fees, and committee fees. The fees covered under this Agreement shall be credited to the Director in the manner and on the terms
and conditions specified in Paragraph IV subject to the election requirement of Paragraph III. 
  

	III.	ELECTION OF DEFERRED COMPENSATION 

 The Director shall at
the same time as entering this Agreement file a written statement with the Bank notifying them as to the percent (%) or dollar amount of fees as defined in Paragraph II that is to be deferred. The election to defer fees may only be made for
fees not yet earned as of the date of said election. Signed written statements filed under this section unless modified or revoked, shall be valid for all succeeding years. Any modification or revocation of a signed written statement must be in
writing and shall be effective for calendar years succeeding the year in which the modification or revocation is made. 
  

	IV.	CREDITS TO DEFERRED COMPENSATION ACCOUNT 

 The Bank shall
establish a bookkeeping account for the Director (hereinafter called the “Directors Deferred Compensation Account”) which shall be credited on the dates such fees, as defined in Paragraph II, would otherwise have been paid with the
percentage or dollar amount that the Director has notified the Bank in writing, pursuant to Paragraph III, that he elected to have deferred. 
  

	V.	INTEREST ON THE DEFERRED COMPENSATION ACCOUNT 

 The
Directors Deferred Compensation Account shall be credited with an amount that is in addition to the fees credited under Paragraph IV. Such amount shall be determined by 










 
multiplying the balance of the Directors Deferred Compensation Account by a rate of interest equal to seven percent (7%). Such rate shall be adjusted
annually. Such amount shall be credited on December 31 of each year. 
  

	VI.	NATURE OF THE DEFERRED COMPENSATION ACCOUNT 

 The Directors
Deferred Compensation Account shall be utilized solely as a device for the measurement and determination of the amount of deferred compensation to be paid to the Director at the times hereinafter specified and the Bank shall not segregate any of its
assets in order to satisfy any obligations under these Agreements. The Directors Deferred Compensation Account shall not constitute or be treated as a trust fund of any kind. On the contrary, it is understood that all amounts credited to the
Directors Deferred Compensation Account shall be for the sole purpose of bookkeeping and remain the sole property of the Bank, and that the Director shall have no ownership rights of any nature with respect thereto. The Director’s rights are
limited to the rights to receive payments and hereinafter provided and the Director’s position with respect thereto is that of a general unsecured creditor of the Bank. 
  

	VII.	PAYMENT OF DIRECTOR’S DEFERRED COMPENSATION 

 The
amounts in the Directors Deferred Compensation Account shall be paid in equal monthly installments for one hundred and twenty (120) months. The amount payable would be the balance of the Director’s Deferred Compensation Account as defined
in Section IV, including all interest credit pursuant to Paragraph V. 
  

	VIII.	PAYMENT OF MONTHLY INSTALLMENTS 

 Installment payments of
deferred amounts shall commence on the first day of the calendar month following the end of the Director’s term of office due to resignation, removal, or failure to be re-elected. 
  

	IX.	DEATH OF DIRECTOR PRIOR TO TERMINATION OF SERVICE OR COMMENCEMENT OF PAYMENTS 

 In the event of the death of the Director prior to termination of service or commencement of payment, payments shall commence under this Paragraph within thirty (30) days after the Director’s death and shall
be made to a beneficiary or beneficiaries designated by the Director in writing and delivered to the Bank’s president. The Director shall have the right to change his designate beneficiary from time to time. In the event no designation is made,
the Director’s account balance shall be paid in a lump sum, to his estate. The Bank shall annually calculate the amount payable pursuant to this Paragraph and advise the Director no later than June 30 the amount that would be payable to
the beneficiary in the event of his death. 
  

	X.	DIRECTOR’S DEATH 

 In the event of the death of the
Director after commencement of payments, but prior to his receiving all payments due him under this Agreement, the remaining payments shall be paid to a beneficiary or beneficiaries designated by him in writing and delivered to the Bank’s
president. The Director shall have the right to change his designated beneficiary from time to time. In the event no designation is made, the Director’s account balances shall be paid, in a lump sum, to his estate. The lump sum payment under
this Paragraph shall be made within thirty (30) days after the Director’s death. 










	XI.	FUNDING 

 The Bank’s obligation under this Agreement
shall be an unfunded and unsecured promise to pay. The Bank shall not be obligated under any circumstances to fund its obligation; the Bank may, however, at its sole and exclusive option, elect to fund this Agreement in whole or in part. 

Should the Bank elect to fund this Agreement informally, in whole or in part, the manner of such informal funding, and the continuance or
discontinuance of such informal funding shall be the sole and exclusive decision for the Bank. 
 Should the Bank determine to informally fund
this Agreement, in whole or in part, throughthe medium of life insurance of annuities, or both, the Bank shall be the owner and beneficiary of the policy. The Bank reserves the absolute right to terminate such life insurance or annuities, as well as
any other funding at any time, either in whole or in part. 
 Any such life insurance or annuity policy purchased by the Bank shall not in
any way be considered to be security for the performance of the obligations for this Agreement. It shall be, and remain, a general, unpledged, unrestricted asset of the Bank and the Director shall have no interest in such policy whatsoever.

  

	XII.	MEDICAL EXAMINATION 

 The Director hereby agrees to submit
to medical examination, if required by the Board, supply such information, and execute such documents as may be required by the insurance company or companies to whom the Bank may have applied for such insurance. 
  

	XIII.	EFFECT ON OTHER BANK BENEFIT PLANS 

 Nothing contained in
this agreement shall affect the right of the Director to participate in or be covered by any qualified or non-qualified pension, profit sharing, group bonus or their supplemental compensation or fringe benefit plans constituting a part of the
Bank’s existing or future compensation structure. 
  

	XIV.	ASSIGNMENT OR PLEDGE 

 The Directors Deferred Compensation
Account and any payment payable at any time to this Agreement shall not be assignable or subject to pledge or hypothecation nor shall said payments be subject to seizure for the payment of any debts, judgments, alimony, or separate maintenance, or
be transferable by operation of law in the event of bankruptcy, insolvency or otherwise except to the extent as provided by law. 
  

	XV.	CONTINUATION AS DIRECTOR 

 Neither this Agreement nor the
payments of any benefits thereunder shall be construed as giving to the Director any right to be retained as a member of the Board of Directors of the Bank. 
  

	XVI.	NAMED FIDUCIARY 

 The Named Fiduciary for this Agreement
for purposes of claim procedures under this Agreement is the President of the Bank. The business address and telephone number of the Named Fiduciary under this Agreement is as follows: 
 Community Bank-Wheaton/Glen Ellyn 
 357
Roosevelt Road 
 Glen Ellyn, IL 60137 
 708-545-0900