Exhibit 10.16


    
      

    

    

      Exhibit
        10.16

       

      FIRST
        NORTHERN BANK

      SUPPLEMENTAL
        EXECUTIVE RETIREMENT PLAN

      


      


      SECTION
        1

      PURPOSE
        AND EFFECTIVE DATE

      


      The
        purpose of the First Northern Bank Supplemental Executive Retirement Plan
        (the
“Plan”) is to provide retirement income benefits to certain highly compensated
        employees of First Northern Bank of Dixon, a California-chartered, FDIC-insured
        bank with it main office in Dixon, California (“Company”) and its Subsidiaries
        that supplement such employees’ Social Security benefits and benefits provided
        under the First Northern Bank of Dixon Profit Sharing/401(k) Plan and specified
        other employee benefit plans maintained by the Company.

      


      The
        Plan
        shall be effective as of December 21, 2006. Amendments that may be made to
        the
        Plan from time to time shall apply to individuals participating in this Plan
        who
        perform work as Employees after the effective date applicable to such
        amendments.

      


      


      SECTION
        2

      DEFINITIONS

      


      2.01
        Actuarial Equivalent. “Actuarial Equivalent” (or “Actuarially Equivalent”) means
        a benefit having the same value as another benefit which such benefit replaces
        based upon the mortality table and discount rate used by the Company to
        determine such value.

      


      2.02
        Board. “Board” means the Board of the Company.

      


      2.03
        Code. “Code” means the Internal Revenue Code of 1986, as amended from time to
        time.

      


      2.04
        Compensation Committee. “Compensation Committee” means the Compensation
        Committee of the Board.

      


      2.05
        Disability. “Disability” means a physical or mental impairment which has been
        determined by the Social Security Administration to have rendered the
        Participant totally and permanently disabled. The term “Disability” shall be
        interpreted in a manner consistent with Section 409A of the Code. The
        Participant must submit such evidence as the Plan Administrator deems necessary
        to verify the Participant’s Disability.

      


      2.06
        Disability Retirement Date. “Disability Retirement Date” means the date on which
        a Participant has been
        deemed to have incurred a Disability while in active employment of the
        Company.

      


      2.07
        Early Retirement Date. “Early Retirement Date” means the first date on which a
        Participant terminates employment with the Company after completing at least
        ten
        (10) years of Service, reaching (5) years of Participation Service, and
        attaining age fifty-five (55), but prior to the Participant’s Normal Retirement
        Date.

      


      2.08
        ERISA. “ERISA” means the Employee Retirement Income Security Act of 1974, as
        amended from time to time.

      


      2.09
        Final Average Compensation. “Final Average Compensation” means the result of (a)
        plus (b) as defined below:

      


      
        	 	
                (a)

              	
                The
                  aggregate of a Participant’s salary during the final three full calendar
                  years of Service, divided by thirty-six
                  (36).

              


      

      
        	 	
                (b)

              	
                The
                  average of the ratios for each of the final seven (7) full calendar
                  years
                  of Service of the participant’s annual bonus paid over the Participant’s
                  salary paid, then multiplied by the amount in (a) above. In the
                  event the
                  Participant does not have seven (7) full calendar years of Service,
                  zero
                  will be used as the ratio for each full year not
                  served.

              


      

      


      2.10
        Normal Retirement Age. “Normal Retirement Age” means age 65.

      


      2.11
        Normal Retirement Date. “Normal Retirement Date” means the date the Participant
        retires on or after their Normal Retirement Age.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      2.12
        Participant. “Participant” means an employee of the Company who satisfies the
        requirements of Section 3 of the Plan.

      


      2.13
        Participation Date. “Participation Date” means the date an employee of the
        Company is approved by the Compensation Committee of the Board to be a
        Participant of this Plan. If an employee participated in a supplemental
        arrangement preceding this Plan, the Participation Date will be the date
        the
        Participant was approved to participate in the preceding plan.

      


      2.14
        Participation Service. “Participation Service” means the period of Service
        starting with the Participation Date and continuing through the termination
        of
        such employment, including paid leaves of absence, but excluding any unpaid
        leaves of absence or other unpaid breaks in service except to the extent
        required to be included under applicable law.

      


      2.15
        Plan
        Administrator. “Plan Administrator” means the Company.

      


      2.16
        Profit Sharing Benefit. “Profit Sharing Benefit” means as of any calculation
        date the monthly benefit payable monthly over the same period as the benefit
        payable from this Plan that is Actuarially Equivalent to a hypothetical account
        balance equal to the sum of (a) and (b) below:

      


      
        	 	
                (a)

              	
                The
                  annual amounts contributed by the Company (excluding any amounts
                  deferred
                  by the Participant) to the First Northern Bank Profit Sharing/401(k)
                  Plan
                  (or any other defined contribution arrangement in which the Participant
                  received contributions from the Company),
                  plus

              


      

      
        	 	
                (b)

              	
                Interest
                  on the hypothetical amounts in (a) above assuming the amounts were
                  contributed on December 31st of each year and interest was earned
                  at the
                  Treasury Rate for such calendar year. In the event interest is
                  projected
                  beyond the period of active employment, the Treasury Rate in effect
                  during
                  the calendar year of termination will be used for such projection.
                  In
                  determining the benefit that is Actuarially Equivalent to the hypothetical
                  balance, the Treasury Rate in effect during the calendar year of
                  termination will be used.

              


      

      


      2.17
        Salary. “Salary” means with respect to any individual the sum of (i) the amount
        paid to such individual as base salary from the Company plus any base salary
        amounts deferred by such individual under the First Northern Bank Profit
        Sharing/401(k) Plan and under the First Northern Bank Voluntary Deferred
        Compensation Plan. Deferred amounts shall be considered to have been received
        at
        such times and in such amounts as would have applied if no deferral had been
        elected by the individual.

      


      2.18
        Separation from Service. “Separation from Service” means the Participant’s
        service as an executive and independent contractor to the Company and any
        member
        of a controlled group, as defined in Code section 414, terminates for any
        reason, other than because of a leave of absence approved by the Company
        or the
        Participant’s death.

      


      2.19
        Service. “Service” means the period during which an Employee is employed by the
        Company commencing with the Employee’s first day of employment and continuing
        through the termination of such employment, including paid leaves of absence,
        but excluding any unpaid leaves of absence or other unpaid breaks in service
        except to the extent required to be included under applicable law.

      


      2.20
        Social Security Benefit. “Social Security Benefit” means one-half of the
        estimated monthly primary insurance amount that an Employee is or would be
        entitled to receive commencing at age 65 under the Social Security Act, whether
        or not the Employee applies for or actually receives such benefit at such
        age or
        at any earlier or later age. The Social Security Benefit shall be calculated
        as
        of January 1st in the year of termination assuming level future earnings
        to age
        65 and no future increases in CPI or National Average Wage. The Social Security
        Benefit shall be calculated assuming a Participant has earned amounts exceeding
        the Social Security taxable wage base in every year possible. Alternatively,
        the
        Participant may submit records from the Social Security Administration
        specifying actual social security earnings which will then be used.

      


      2.21
        Target Retirement Percentage. “Target Retirement Percentage" shall equal the
        following:

      


      
        	 	
                (a)

              	
                For
                  the CEO - 2.5% multiplied by Service, but limited to
                  50%.

              


      

      
        	 	
                (b)

              	
                Other
                  Participants - 2.0% multiplied by Service, but limited to
                  50%.

              


      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      2.22
        Treasury Rate. “Treasury Rate” means the three year average of the market yield
        on U.S. Treasury securities at a 10-year constant maturity. The Plan
        Administrator shall choose the U.S. Treasury rate to be used in the calculation
        of the Treasury Rate annually on or close to the 1st day of each calendar
        year.
        The Treasury Rate is applicable for the full calendar year. If the treasury
        rates used in the calculation of the Treasury Rate ceases to be available,
        then
        the Plan Administrator may select any comparable published rate as a
        replacement.

      


      


      SECTION
        3

      PARTICIPATION
        AND VESTING

      


      3.1
        Eligibility. Eligibility to participate in the Plan is limited to a select
        group
        of management or highly compensated employees of the Company that are
        designated, from time to time, by the Board.

      


      3.2
        Participation. An employee’s participation in the Plan shall be effective upon
        notification of such person by Company of eligibility to participate, completion
        of a Participation Agreement by such person, and acceptance of the Participation
        Agreement by the Company. Except as modified by paragraph 3.3 below,
        participation in the Plan shall continue as long as the Participant is eligible
        to receive benefits under the Plan.

      


      3.3
        Change in Employment Status. If the Board determines that a Participant’s
        employment performance is no longer at a level which deserves reward through
        participation in this Plan, but does not terminate the Participant’s employment
        with the Company, participation herein and eligibility to receive benefits
        hereunder shall be limited. The benefit payable to such Participant upon
        eventual termination of employment shall be determined at the date of
        termination for eligibility and vesting determinations. However, the monthly
        benefit payable to the Participant shall be calculated based on the
        Participant’s Service and Final Average Compensation as of the date of the
        change in employment status.

      


      3.4
        Vesting. A Participant whose employment with Employer terminates because
        of
        Normal Retirement, Early Retirement, Disability, or Death shall be 100% vested
        in the benefits described herein. Upon any other termination of employment,
        the
        Participant and the Participant’s Beneficiaries shall not be eligible to receive
        any benefits under the Plan, except as may be provided in the Participation
        Agreement between the Company and the Participant.

      


      3.5
        Discharge for Cause. Notwithstanding any other provisions of this Plan, no
        benefit shall be paid hereunder if a Participant’s employment with the Company
        has been terminated for “cause.” A termination for cause is a termination based
        upon the occurrence of any one of the following events:

      


      
        	 	
                (a)

              	
                The
                  Participant’s willful and intentional violation of any state or federal
                  banking or securities laws, or of the Bylaws, rules, policies or
                  resolutions of the Company, or the rules or regulations of the
                  Federal
                  Deposit Insurance Corporation, Office of the Comptroller of the
                  Currency,
                  or other regulatory agency or governmental authority having jurisdiction
                  over the Company, which in the opinion of the Board has or might
                  have a
                  material adverse effect upon the
                  Company;

              


      

      
        	 	
                (b)

              	
                The
                  Participant’s conviction of (i) any felony or (ii) a crime involving moral
                  turpitude, or the Participant’s willful and intentional commission of a
                  fraudulent or dishonest act; or

              


      

      
        	 	
                (c)

              	
                The
                  Participant’s willful and intentional disclosure, without authority, of
                  any secret or confidential information concerning the Company or
                  any
                  customer of the Company, or taking any action which the Board determines,
                  in its sole discretion and subject to good faith, fair dealing
                  and
                  reasonableness, constitutes unfair competition with or induces
                  any
                  customer to breach any contract with the
                  Company.

              


      

      


      


      SECTION
        4

      BENEFITS

      


      4.1
        Normal Retirement Benefit. The Normal Retirement Benefit payable under this
        Plan
        to a Participant who retires on a Normal Retirement Date shall be a monthly
        benefit payable for 120 months plus 6 months for each full year of Service
        over
        10 years (limited to 180 months total) and shall be equal to (a) less (b),
        but
        not less than zero:

      


      
        	 	
                (a)

              	
                The
                  Participant’s Target Retirement Percentage multiplied by the Participant’s
                  Final Average Compensation.

              


      

      
        	 	
                (b)

              	
                The
                  sum of 1. and 2. below:

              


      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      
        	 	
                1.

              	
                The
                  Participant’s Social Security Benefit, multiplied by the ratio (limited to
                  1.0) of the Participant’s Service to 25;
                  and

              


      

      
        	 	
                2.

              	
                The
                  Participant’s Profit Sharing Benefit on January 1st of the year of
                  termination. 

              


      

      


      Benefit
        payments shall commence on the first day of the month after the month in
        which
        the Participant’s Separation from Service occurs. If when the Participant’s
        Separation from Service occurs the Participant is a specified employee within
        the meaning of Code section 409A, benefits for the first six months after
        Separation from Service shall be delayed and shall instead be paid on the
        first
        day of the seventh month after the month in which Separation from Service
        occurs. Should benefit payments be delayed due to the requirements of law
        or
        administration, the first payment will be the accumulated value of the delayed
        payments with interest to the payment date using the Treasury Rate, plus
        the
        payment due in that month.

      


      4.2
        Early
        Retirement Benefit. The Early Retirement Benefit payable under this Plan
        to a
        Participant who retires on an Early Retirement Date shall be a monthly benefit
        payable for 120 months plus 6 months for each full year of Service over 10
        years
        (limited to 180 months total) and shall be equal to (a) less (b) less (c),
        but
        not less than zero:

      


      
        	 	
                (a)

              	
                The
                  Participant’s Target Retirement Percentage multiplied by the Participant’s
                  Final Average Compensation and further multiplied by the factor
                  described
                  in (d).

              


      

      
        	 	
                (b)

              	
                The
                  Participant’s Social Security multiplied by the ratio (limited to 1.0) of
                  the Participant’s Service to 25 and further multiplied by the factor
                  described in (d); and

              


      

      
        	 	
                (c)

              	
                The
                  Participant’s Profit Sharing Benefit on January 1st of the year of
                  termination.

              


      

      
        	 	
                (d)

              	
                Early
                  Commencement Factor - The early commencement factor is 1.0 minus
                  the
                  product of 0.41667% multiplied by the number of full calendar months
                  that
                  early retirement precedes the Participant’s Normal Retirement Age.
                  

              


      

       

      Benefit
        payments shall commence on the first day of the month after the month in
        which
        the Participant’s Separation from Service occurs. If when the Participant’s
        Separation from Service occurs the Participant is a specified employee within
        the meaning of Code section 409A, benefits for the first six months after
        Separation from Service shall be delayed and shall instead be paid on the
        first
        day of the seventh month after the month in which Separation from Service
        occurs. Should benefit payments be delayed due to the requirements of law
        or
        administration, the first payment will be the accumulated value of the delayed
        payments with interest to the payment date using the Treasury Rate, plus
        the
        payment due in that month.

      


      4.3
        Disability Retirement Benefit. The Disability Retirement Benefit payable
        under
        this Plan is the same benefit that would be paid in 4.2 above with the following
        modifications: (1) the Early Commencement Factor described in (d) shall not
        be
        less than 0.50 and (2) the Participant shall be eligible for the benefit
        without
        regard to any age or service requirement. Benefit payments shall commence
        on the
        first day of the month after the month in which the Participant’s Separation
        from Service occurs. If when the Participant’s Separation from Service occurs
        the Participant is a specified employee within the meaning of Code section
        409A,
        benefits for the first six months after Separation from Service shall be
        delayed
        and shall instead be paid on the first day of the seventh month after the
        month
        in which Separation from Service occurs Should benefit payments be delayed
        due
        to the requirements of law or administration, the first payment will be the
        accumulated value of the delayed payments with interest to the payment date
        using the Treasury Rate, plus the payment due in that month.

      


      4.4
        Benefits Payable Upon Death. If a Participant dies while actively employed,
        the
        benefit payable to the Participant’s Beneficiary shall be the same benefit and
        paid for the same duration as the benefit the Participant would have received
        had the Participant become eligible for benefits under section 4.3 above
        on the
        date of the Participant’s death and then died before receiving the first
        payment. The benefit shall be paid to the Beneficiary at the same time the
        benefit would have been paid to the Participant under section 4.3, disregarding
        the potential six-month delay required under Code section 409A for
        separation-from-service benefits paid to a specified employee. If a Participant
        dies after termination of employment, the Participant’s Beneficiary shall be
        entitled to receive benefits in the same amount and for the same duration
        that
        the Participant would have received had the Participant survived to receive
        all
        payments due. The benefit shall be paid to the Beneficiary at the same time
        the
        benefit would have been paid to the Participant, disregarding the potential
        six-month delay required under Code section 409A for separation-from-service
        benefits paid to a specified employee.

      


      4.5
        Income Tax Withholding. The Company shall withhold from any amount paid under
        this Plan any and all federal, state and local income taxes and any other
        taxes
        that are required to be withheld from such payment under applicable
        law.


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      4.6
        FICA
        Tax Withholding. The Company shall withhold from a Participant’s other
        compensation and/or from the first payments to be made under this Plan, the
        Participant’s share of FICA and other employment taxes imposed on the value of
        the benefits payable from this Plan when such taxes, in the sole judgment
        of the
        Company, are required to be withheld under applicable law. If any law provides
        the Company discretion as to the timing of tax withholding, the Company shall
        have the sole right determine when taxes shall be withheld.

      


      4.7
        Unfunded Status and Source of Benefit Payments. The Plan is intended to be
        unfunded for purposes of both ERISA and the Code. The Plan does not require
        any
        segregated or separate assets. The benefits provided under the Plan shall
        be
        paid solely from the general assets of the Company.

      


      


      SECTION
        5

      BENEFICIARY
        DESIGNATION

      


      5.1
        Beneficiary Designation. Each Participant shall have the right, at any time,
        to
        designate any person or persons as their Beneficiary or Beneficiaries (both
        primary as well as secondary). Each Beneficiary designation shall be in a
        written form prescribed by the Plan Administrator, and will be effective
        only
        when filed with the Plan Administrator during the Participant’s
        lifetime.

      


      5.2
        Amendments; Marital Status. A Participant may change Beneficiary designation
        without the consent of any designated Beneficiary by filing a new Beneficiary
        designation with the Plan Administrator. The filing of a new Beneficiary
        designation form will cancel all Beneficiary designations previously filed.
        If a
        Participant’s compensation is community property, any Beneficiary designation
        shall be valid or effective only as permitted under applicable law.

       

      5.3
        No
        Participant Designation. In the absence of an effective Beneficiary designation,
        or if all designated Beneficiaries predecease the Participant or die prior
        to
        complete distribution of the Participant’s benefits, the Participant’s
        designated Beneficiary shall be deemed to be the Participant’s
        estate.

      


      5.4
        Effect of Payment. The payment to the deemed Beneficiary shall completely
        discharge the Company’s obligations under this Plan.

      


      


      SECTION
        6

      ADMINISTRATION

      


      6.1
        Administration. This Plan shall be administered by the Plan Administrator.
        The
        Plan Administrator is authorized to interpret this Plan and make all
        determinations which it deems necessary or advisable for its administration,
        which interpretations and determinations shall be conclusive on all affected
        parties, unless and until reversed, amended or withdrawn by the Plan
        Administrator. This Plan shall be administered as an unfunded employee pension
        benefit plan maintained primarily for the purpose of providing deferred
        compensation for a select group of management or highly compensated employees,
        and is not intended to meet the qualification requirements of Section 401
        of the
        Code or the requirements of Parts 2, 3 and 4 of Subtitle B of Title I of
        ERISA.

      


      6.2
        Agents and Specialists. The Plan Administrator may appoint one or more persons
        or agents to aid it in carrying out its duties as Plan Administrator and
        a named
        fiduciary, and may delegate such of its powers and duties or powers as it
        deems
        desirable to such persons or agents. Such persons and agents may be, but
        are not
        required to be, officers of the Company or other Employees. The Plan
        Administrator may employ such counsel, auditors, actuaries and other specialists
        and such clerical, medical and other services as the Plan Administrator may
        require in carrying out the provisions of the Plan.

      


      6.3
        Application for Benefits. The Plan Administrator may require any applicant
        for a
        retirement benefit under this Plan to furnish it with such documents, data
        or
        information as the Plan Administrator may consider reasonably necessary or
        desirable. To the greatest extent possible, it is the intent of the Plan
        and its
        administrative procedures that any benefits payable to a Participant or
        Beneficiary be processed automatically by the Plan Administrator without
        the
        necessity of the Participant or Beneficiary filing any formal claim for
        benefits, other than such elections or notifications as may be required under
        the Plan.


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      6.4
        Claims Procedure.

      


      
        	 	
                (a)

              	
                If
                  a Participant or beneficiary believes he or she is entitled to
                  benefits
                  under the Plan and that such benefits have been denied to him or
                  her, such
                  Participant or beneficiary shall file a claim to benefits in writing
                  with
                  the Plan Administrator, setting forth the reason for and including
                  any
                  evidence supporting such claim. The Plan Administrator shall review
                  any
                  such claim and shall render a decision with respect thereto and
                  shall
                  notify the claimant of such decision within ninety (90) days following
                  the
                  Plan Administrator’s receipt of such claim, unless the Plan Administrator
                  determines that special circumstances require an extension of time
                  for
                  processing the claim. In no event shall any such extension exceed
                  ninety
                  (90) days following the end of the initial ninety (90)-day period
                  (i.e.,
                  the total period may not exceed one hundred eighty (180) days).
                  If the
                  Plan Administrator extends the time for processing a claim, the
                  Plan
                  Administrator shall give the claimant written notice of the extension
                  within ninety (90) days of the Plan Administrator’s receipt of the claim.
                  The notice of extension shall indicate the special circumstances
                  requiring
                  the extension of time and the date by which the Plan Administrator
                  expects
                  to render a decision on the claim. If the Plan Administrator denies
                  any
                  benefit claim, notice of the denial shall set forth the following
                  information in a manner calculated to be understood by the
                  claimant:

              


      

      


      
        	 	
                1.

              	
                The
                  specific reason or reasons for the
                  denial;

              


      

      
        	 	
                2.

              	
                Reference
                  to the specific Plan provisions on which the denial is
                  based;

              


      

      
        	 	
                3.

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

              


      

      
        	 	
                4.

              	
                A
                  description of the Plan’s appeal procedures and the time limits applicable
                  to such procedures, including a statement of the claimant’s right to bring
                  a civil action under Section 502(a) of ERISA if the appeal is
                  denied.

              


      

      


      
        	 	
                (b)

              	
                Any
                  denial of a claim to benefits may be appealed by a Participant
                  or
                  beneficiary for a reexamination of the claim by the Plan Administrator.
                  Any such appeal must be filed in writing with the Plan Administrator
                  within ninety (90) days following the Participant’s receipt of the written
                  notice of denial. The written notice of appeal shall set forth
                  grounds on
                  which the appeal for reexamination of the claim is based. If written
                  notice of the appeal is not submitted to the Plan Administrator
                  within
                  such ninety (90)-day period, the Plan Administrator’s original decision on
                  the claim will become final. In the event such an appeal is timely
                  filed,
                  the Plan Administrator shall reexamine the claim and shall afford
                  the
                  participant or beneficiary an opportunity to present written comments,
                  documents, records and other information relating to such claim.
                  In such
                  event, the claimant shall be provided, upon request and free of
                  charge,
                  reasonable access to, and copies of, all documents, records and
                  other
                  information relevant to the claimant’s claim for benefits. The Plan
                  Administrator’s review on appeal shall take into account all comments,
                  documents, records and other information submitted by the claimant
                  relating to the claim, without regard to whether such information
                  was
                  submitted or considered in the initial benefit determination. The
                  decision
                  of the Plan Administrator with respect to any claim appealed to
                  it for
                  reexamination shall be made within a reasonable time, but not later
                  than
                  sixty (60) days after receipt of the request for review, unless
                  the Plan
                  Administrator determines that special circumstances require an
                  extension
                  of time for processing the appeal. In no event shall any such extension
                  exceed sixty (60) days following the end of the initial sixty (60)-day
                  period (i.e., the total period may not exceed one hundred twenty
                  (120)
                  days). If the Plan Administrator extends the time for processing
                  an
                  appeal, the Plan Administrator shall give the claimant written
                  notice of
                  the extension within sixty (60) days of the Plan Administrator’s receipt
                  of the claim. The notice of extension shall indicate the special
                  circumstances requiring the extension of time and the date by which
                  the
                  Plan Administrator expects to render a decision on the appeal.
                  If the Plan
                  Administrator denies any benefit claim on appeal, notice of the
                  denial
                  shall set forth the following information in a manner calculated
                  to be
                  understood by the claimant:

              


      

      


      
        	 	
                1.

              	
                The
                  specific reason or reasons for the
                  denial;

              


      

      
        	 	
                2.

              	
                Reference
                  to the specific Plan provisions on which the denial is
                  based;

              


      

      
        	 	
                3.

              	
                A
                  statement that the claimant is entitled to receive, upon request
                  and free
                  of charge, reasonable access to, and copies of, all documents,
                  records and
                  other information relevant to the claimant’s claim for benefits;
                  and

              


      

      
        	 	
                4.

              	
                A
                  statement of the claimant’s right to bring a civil action under Section
                  502(a) of ERISA.

              


      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      
        	 	
                (c)

              	
                The
                  determination of the Plan Administrator with respect to any claim
                  or
                  appeal filed hereunder shall be conclusive and binding on all affected
                  parties.

              


      

      
        	 	
                (d)

              	
                It
                  is the duty of a Participant or beneficiary to keep the Plan Administrator
                  or the Company informed of his or her current address and of any
                  other
                  changes in status or other factors which may affect his or her
                  entitlement
                  to benefits under this Plan and the processing of any claim in
                  accordance
                  with the automatic procedures contemplated in the Plan. In the
                  event the
                  Plan Administrator or Company is not kept so informed and as a
                  result the
                  claim to benefits cannot be processed automatically, the participant
                  or
                  beneficiary must file a claim to benefits in writing in accordance
                  with
                  the procedures set forth in Section 6.4(a)
                  above.

              


      

      


      


      SECTION
        7

      MISCELLANEOUS

      


      7.1
        Applicable Law. All matters respecting the validity, effect, interpretation
        and
        administration of this Plan shall be determined in accordance with ERISA,
        as it
        applies to unfunded employee pension benefit plans maintained primarily for
        the
        purpose of providing deferred compensation for a select group of management
        or
        highly compensated employees, and, to the extent state law is not pre-empted
        by
        ERISA, the laws of the State of California applicable to contracts wholly
        executed and performed in such state. 

      


      7.2
        Amendment or Discontinuance of the Plan. The Company expects to continue
        this
        Plan, but reserves the right to amend or terminate it in whole or in part
        at any
        time, to any extent and in any manner that the Company in its sole discretion
        may consider advisable, necessary or desirable. Each such amendment or
        termination shall be adopted by action of the Board taken at a duly held
        meeting
        of the Board, taken by written consent of the Board or taken in any other
        manner
        permitted under the Company’s articles of incorporation or bylaws or permitted
        under corporate law applicable to the Company. The Board may delegate (by
        reference to a specific amendment or class of amendments or otherwise) to
        any
        officer of the Company the authority to adopt any amendment or amendments
        (but
        not any plan termination) on behalf of the Board. Each amendment shall be
        duly
        adopted and in full force and effect when the action of the Board adopting
        such
        amendment is taken (if such amendment is adopted by the Board) or when signed
        by
        an officer of the Company who has authority to do so pursuant to the provisions
        of this Section 

      


      7.2
        (if
        such amendment is adopted by such an officer). Upon any termination or partial
        termination of this Plan, the rights of all affected Participants and their
        Beneficiaries to benefits then accrued under this Plan shall be fully vested
        and
        non-forfeitable. No amendment or termination of this Plan shall adversely
        affect
        the rights of a Participant with respect to his or her accrued benefit under
        the
        Plan determined as of the date of adoption of the amendment with such accrued
        benefit being determined based on the benefit due to the participant on the
        amendment date had no amendment been adopted and the Participant had voluntarily
        terminated their employment. For the purpose of this section 7.2, the accrued
        benefit shall be determined assuming the date of amendment or discontinuance
        of
        the Plan is an Early Retirement Date for each Participant, disregarding the
        Early Retirement Date conditions stated in section 2.07.

      


      7.3
        Attorneys’ Fees and Costs. If any legal action or other proceeding is brought to
        collect any payment, to enforce any right, or to clarify any right under
        this
        Plan, the successful or prevailing party or parties shall be entitled to
        recover
        reasonable attorney’s fees and other costs incurred in that action or
        proceeding, in addition to any other relief to which it or they may be
        entitled.

      


      7.4
        No
        Trust or Fiduciary Relationship Created. Nothing contained in this Plan,
        and no
        action taken pursuant to the provisions of this Plan, shall create or be
        construed to create a trust of any kind or a fiduciary relationship between
        the
        Company or the Plan Administrator and any Participant or
        Beneficiary.

      


      7.5
        No
        Guarantee of Employment. No provision in this Plan shall be deemed or construed
        to impair or affect in any manner whatsoever the right of the Company in
        its
        discretion at any time to employ persons as Employees, to discharge or terminate
        the Service of any Participant or Employee, or to retire any Participant
        or
        Employee, and every such right shall remain with the Company as if this Plan
        were not in existence and had not been established.

      


      7.6
        Prohibition against Certain Payments. Notwithstanding any provision of the
        Plan
        to the contrary, no Participant shall be entitled to receive, and the Company
        shall not pay, any amount under this Plan that is prohibited by Federal Deposit
        Insurance Corporation Rules and Regulations, 12 CFR Part 359 (Golden Parachute
        and Indemnification Payments).


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      7.7
        Indemnification. The Company, through insurance or otherwise, shall indemnify
        and defend any Board member, Company officer, Employee, Plan Administrator,
        and
        agent or representative of any Plan Administrator to whom the Plan Administrator
        has delegated administrative or fiduciary duties against any and all claims,
        losses, damages, expenses, including counsel fees, incurred by the person
        or
        agent and any liability, including any amounts paid in settlement with the
        Company’s approval, arising from the action or failure to act of the person or
        agent or Company, except when the same is judicially determined to be
        attributable to the gross negligence or willful misconduct of such person
        or
        agent. The right of indemnity described in the preceding sentence shall be
        conditioned upon (a) the timely receipt of notice by the Company of any claim
        asserted against the person or agent, which notice, in the event of a lawsuit
        shall be given within ten (10) days after receipt by the person or agent
        of the
        complaint, and (b) the receipt by the Company of an offer from person or
        agent
        of an opportunity to participate in the settlement or defense of such
        claim.

      


      7.8
        Assignments Prohibited. The interest hereunder, whether vested or not, of
        any
        Participant, contingent annuitant, or beneficiary shall not be subject to
        alienation, assignment, encumbrance, attachment, garnishment, execution,
        sequestration or other legal or equitable process, or transferability by
        operation of law in event of bankruptcy, insolvency or otherwise.

      


      


      IN
        WITNESS WHEREOF,
        the
        Company has caused this Plan to be duly executed for and on behalf of the
        Company by its duly authorized officers on this the 21st day of December,
        2006.

      


      


      
        	 	
                FIRST
                  NORTHERN BANK

              
	 	 	 
	 	
                By:

              	 
	 	 	 
	 	
                Title:

              	 


      

      

        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

      

       

      PARTICIPATION
        AGREEMENT

      FOR

      OWEN
        J. ONSUM

      
        

      

       

      This
        Participation Agreement is entered into as of this 31st day of December,
        2006,
        by and between First Northern Bank of Dixon, a California-chartered,
        FDIC-insured bank with it main office in Dixon, California (“Company”) and Owen
        J. Onsum (the “Executive”). 

      


      Whereas,
        the
        Executive has contributed substantially to the success of the Company and
        its
        parent corporation, First Northern Community Bancorp, and the Company desires
        that the Executive continue its employ,

      


      Whereas,
        the
        Board has in accordance with Section 3.1 of the First Northern Bank of Dixon
        Supplemental Executive Retirement Plan (the “Plan”) nominated the Executive for
        Eligibility in such Plan,

      


      Whereas,
        the
        Executive wishes to accept Participation in the Plan and freely acknowledges
        that such acceptance irrevocably replaces the Executive’s Salary Continuation
        Agreement dated January 1, 2002, and executed January 2nd,
        2002,
        and any amendments thereto, between the Executive and the Company, 

      


      Whereas,
        the
        Company wishes, for the benefit of the Executive, to amend certain provisions
        of
        the Plan as they apply to the Executive through the execution of this
        Participation Agreement and acknowledges that this Participation Agreement
        shall
        be terminated or amended only by a written agreement signed by the Company
        and
        the Executive except as specified in 3.1 below,

      


      Now
        Therefore, in
        consideration of the foregoing premises and other good and valuable
        consideration, the receipt and sufficiency of which are hereby acknowledged,
        the
        parties hereto agree that the Executive is a Participant in the Plan and
        further
        agree as follows:

      


      


      SECTION
        1


      DEFINITIONS

      


      Terms
        used in this Participation Agreement are used as defined in the Plan. In
        addition, the following terms shall have the meanings given in this
        Participation Agreement.

      


      1.1
        Change-in-Control.
        “Change-in-Control” means the first to occur of any of the following events:


       

      
        	 	
                (a)

              	
                Merger
                  -
                  First Northern Community Bancorp merges into or consolidates with
                  another
                  corporation, or merges another corporation into First Northern
                  Community
                  Bancorp, and as a result less than 50% of the combined voting power
                  of the
                  resulting corporation immediately after the merger or consolidation
                  is
                  held by persons who were stockholders of First Northern Community
                  Bancorp
                  immediately before the merger or
                  consolidation,

              


      

      
        	 	
                (b)

              	
                Acquisition
                  of Significant Share Ownership
                  -
                  A report on Schedule 13D or another form or schedule (other than
                  Schedule
                  13G) is filed or is required to be filed under Sections 13(d) or
                  14(d) of
                  the Securities Exchange Act of 1934, if the schedule discloses
                  that the
                  filing person or persons acting in concert has or have become the
                  beneficial owner of 20% or more of a class of First Northern Community
                  Bancorp’s voting securities, but this clause (b) shall not apply to
                  beneficial ownership of First Northern Community Bancorp voting
                  shares
                  held in a fiduciary capacity by an entity of which First Northern
                  Community Bancorp directly or indirectly beneficially owns 50%
                  or more of
                  its outstanding voting securities or voting shares held by an employee
                  benefit plan maintained for the benefit of First Northern Bank
                  of Dixon’s
                  employees, or

              


      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      
        	 	
                (c)

              	
                Change
                  in Board Composition
                  -
                  During any period of two consecutive years, individuals who constitute
                  First Northern Community Bancorp’s Board of Directors at the beginning of
                  the two-year period cease for any reason to constitute at least
                  a majority
                  of First Northern Community Bancorp’s Board of Directors; provided,
                  however, that - for purposes of this clause (c) - each director
                  who is
                  first elected by the board (or first nominated by the board for
                  election
                  by stockholders) by a vote of at least two-thirds of the directors
                  who
                  were directors at the beginning of the period shall be deemed to
                  have been
                  a director at the beginning of the two-year
                  period.

              


      

      


      1.2
        Good
        Reason.
“Good
        Reason” shall be defined as any of the following: 

       

      
        	 	
                (a)

              	
                A
                  material reduction in the Executive’s title or responsibilities;
                  or

              


      

      
        	 	
                (b)

              	
                A
                  reduction in base salary as in effect on the date of Change in
                  Control;
                  or

              


      

      
        	 	
                (c)

              	
                The
                  relocation of the Executive’s principal executive office so that
                  Executive’s one-way commute distance from Executive’s residence is
                  increased by more than forty (40) miles;
                  or

              


      

      
        	 	
                (d)

              	
                The
                  adverse and substantial alternation in the nature and quality of
                  the
                  office space within which the Executive performs duties on behalf
                  of the
                  Company, including the size and location thereof, as well as the
                  secretarial and administrative support provided to the Executive;
                  or

              


      

      
        	 	
                (e)

              	
                The
                  failure by the Company to continue to provide the Executive with
                  compensation and benefits substantially similar to those provided
                  under
                  any of the employee benefit plans in which the Executive becomes
                  a
                  participant, or the taking of any action by the Company which would
                  directly or indirectly materially reduce any of such benefits or
                  deprive
                  the Executive of any material fringe benefit enjoyed at the time
                  of Change
                  in Control; or

              


      

      
        	 	
                (f)

              	
                The
                  failure of the Company to obtain a satisfactory agreement from
                  any
                  successor or assign of the Company to assume and agree to perform
                  this
                  Agreement.

              


      

      


      


      SECTION
        2


      AMENDMENTS

      


      This
        section, solely for the purpose of benefits earned by this Executive, amends
        certain sections of the First Northern Bank Supplemental Executive Retirement
        Plan.

      


      2.1
        Amendments
        Following a Change in Control
        - If the
        Executive’s employment with the Bank terminates within 24 months after any
        Change in Control or in the event the Executive terminates employment
        voluntarily for Good Reason within 24 months after any Change-in-Control,
        the
        following benefit shall be payable to the Executive in lieu of any other
        benefits payable under the Plan:

       

      Change
        in Control Benefit
        - the
        benefit payable to the Executive shall be the greater of the payments described
        in (1), (2), and (3) below:

      


      
        	 	
                1.

              	
                A
                  lump sum payment of $768,372 adjusted at the rate equal to 4.37%
                  per year
                  for the period of time between January 1, 2007, and the payment
                  date.
                  

              


      

      
        	 	
                2.

              	
                A
                  lump sum payment Actuarially Equivalent to the benefit determined
                  under
                  Section 4.1 of the Plan with the following changes: (a) the Target
                  Retirement Percentage used shall be the Target Retirement Percentage
                  assuming Service to age 65, and (b) the Profit Sharing Benefit
                  and Social
                  Security Benefit shall be determined as of the 1st
                  of
                  the year of termination. The lump sum payment shall be determined
                  using
                  the Treasury Rate in effect on the date of termination and shall
                  be
                  discounted for the period of time the lump sum payment precedes
                  the date
                  the Participant attains age 65. 

              


      

      
        	 	
                3.

              	
                A
                  lump sum payment Actuarially Equivalent to the benefit the Participant
                  would receive from the Plan without regard to this Section 2.1.
                  The lump
                  sum payment shall be determined using the Treasury Rate in effect
                  on the
                  date of termination.

              


      

       

      The
        Company shall pay this Change in Control Benefit to the Executive within
        three
        days after the Executive’s Separation from Service. If when the Participant’s
        Separation from Service occurs the Participant is a specified employee within
        the meaning of Code section 409A, the lump-sum benefit shall be delayed and
        shall instead be paid on the first day of the seventh month after the month
        in
        which Separation from Service occurs, with interest to the payment date using
        the Treasury Rate.


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      2.2
        Vested
        Benefit
        - Any
        increase in the value of benefits payable to the Executive under any section
        of
        the Plan or this Participation Agreement over the value that would have been
        provided under the Salary Continuation Agreement which this Participation
        Agreement replaces shall be vested as follows: 25% on December 31, 2006,
        50% on
        December 31, 2007, 75% on December 31, 2008, and 100% on December 31, 2009.
        In
        determining the increase in value, the assumptions currently in use to account
        from this plan under GAAP shall be used. 

      


      2.3 One
        Benefit Only.
        Despite
        anything to the contrary in the Plan or in this Participation Agreement,
        the
        Executive and Beneficiary are entitled to one benefit only, which shall be
        determined by the first event to occur that is dealt with by the Plan and
        this
        Participation Agreement. Subsequent occurrence of events dealt with by the
        Plan
        and this Participation Agreement shall not entitle the Executive or Beneficiary
        to other or additional benefits under the Plan or this Participation
        Agreement.

      


      2.4
        Amendment
        of Death Benefit
        - If the
        Executive dies while actively employed and before the attainment of Normal
        Retirement Age, the benefit payable to the Executive’s beneficiary shall be
        $1,666,667. This benefit shall be paid in a lump sum as soon as administratively
        feasible. 

      


      If
        the
        Executive dies while actively employed and on or after attainment of Normal
        Retirement Age, the benefit payable to the Executive’s beneficiary shall be the
        same benefit the beneficiary would have received had the Executive retired
        on
        the date of death, commenced Normal Retirement Benefits and died before
        receiving the first payment. 

      


      If
        the
        Executive dies after termination of employment, then the Executive shall
        receive
        the benefit described in Section 4.4 of the Plan. 

      


      The
        benefit payable under this section 2.4 shall be paid in lieu of any other
        benefit payable under the Plan or this Participation Agreement. The Executive
        acknowledges that this amendment replaces all endorsed death benefit agreements
        dated prior to this Participation Agreement and that the effect of this
        amendment is that the Executive and the Executive’s beneficiaries no longer have
        any interest in any life insurance contract owned by First Northern
        Bank.

      


      


      SECTION
        3


      MISCELLANEOUS

      


      3.1
        Amendments
        and Termination.
        This
        Participation Agreement may be amended or terminated only by a written agreement
        signed by the Bank and the Executive. For the purpose of determining benefits
        for the Executive, any amendment or termination of the Plan shall be effective
        for the Executive only by a written agreement signed by the Company and the
        Executive. However, the Executive and Company agree that the Company, in
        its
        sole discretion, may amend the Plan and this Participation Agreement to reduce
        the impact on the Company’s earnings of any changes made by the Financial
        Accounting Standards Board to pension accounting standards. The Company may
        change the manner of benefit accrual for the Executive if, in the opinion
        of the
        Company, the changes to the Plan and this Participation Agreement produce
        an
        expense recognition pattern closer to the pattern of expense recognition
        expected prior to the change in accounting standards. In no event will the
        benefit provided to the Executive at Normal Retirement Age be
        reduced.

      


      3.2
        Binding
        Effect.
        This
        Participation Agreement shall bind the Executive and the Company, and their
        beneficiaries, survivors, executors, successors, administrators and
        trustees.

      


      3.3
        Agreement
        To Insure.
        The
        Company may, in its sole discretion, decide to purchase a life insurance
        policy
        or policies on the life of the Executive in order to informally fund or
        otherwise offset the costs incurred by the Plan. The Executive agrees to
        complete all forms and undergo any insurance underwriting that the Company
        may
        request from time to time during the Executive’s active employment. In addition,
        the Executive hereby acknowledges that the Executive, Beneficiaries, or the
        Executive’s estate hold no claim to any part of the value of or rights provided
        by such policies.


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      In
        Witness Whereof, the
        Executive and a duly authorized Company officer have signed this Participation
        Agreement as of the day and year shown below.

      


      


      
        	
                The
                  Executive:

              	 	
                The
                  Company:

              
	 	 	
                First
                  Northern Bank Of Dixon

              
	 	 	 	 
	
                Owen
                  J. Onsum

              	 	 	 
	 	 	
                By:

              	 
	 	 	 	 
	 	 	
                Its:

              	 


      

      

        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

      

       

      PARTICIPATION
        AGREEMENT

      FOR

      LOUISE
        WALKER

      
        
          

        

         

      

      This
        Participation Agreement is entered into as of this 31st day of December,
        2006,
        by and between First Northern Bank of Dixon, a California-chartered,
        FDIC-insured bank with it main office in Dixon, California (“Company”) and
        Louise Walker (the “Executive”). 

      


      Whereas,
        the
        Executive has contributed substantially to the success of the Company and
        its
        parent corporation, First Northern Community Bancorp, and the Company desires
        that the Executive continue its employ,

      


      Whereas,
        the
        Board has in accordance with Section 3.1 of the First Northern Bank of Dixon
        Supplemental Executive Retirement Plan (the “Plan”) nominated the Executive for
        Eligibility in such Plan,

      


      Whereas,
        the
        Executive wishes to accept Participation in the Plan and freely acknowledges
        that such acceptance irrevocably replaces the Executive’s Salary Continuation
        Agreement dated January 1, 2002, and executed January 2nd,
        2002,
        and any amendments thereto, between the Executive and the Company, 

      


      Whereas,
        the
        Company wishes, for the benefit of the Executive, to amend certain provisions
        of
        the Plan as they apply to the Executive through the execution of this
        Participation Agreement and acknowledges that this Participation Agreement
        shall
        be terminated or amended only by a written agreement signed by the Company
        and
        the Executive except as specified in 3.1 below,

      


      Now
        Therefore, in
        consideration of the foregoing premises and other good and valuable
        consideration, the receipt and sufficiency of which are hereby acknowledged,
        the
        parties hereto agree that the Executive is a Participant in the Plan and
        further
        agree as follows:

      


      


      SECTION
        1


      DEFINITIONS

      


      Terms
        used in this Participation Agreement are used as defined in the Plan. In
        addition, the following terms shall have the meanings given in this
        Participation Agreement.

      


      1.1
        Change-in-Control.
        “Change-in-Control” means the first to occur of any of the following events:


       

      
        	 	
                (d)

              	
                Merger
                  -
                  First Northern Community Bancorp merges into or consolidates with
                  another
                  corporation, or merges another corporation into First Northern
                  Community
                  Bancorp, and as a result less than 50% of the combined voting power
                  of the
                  resulting corporation immediately after the merger or consolidation
                  is
                  held by persons who were stockholders of First Northern Community
                  Bancorp
                  immediately before the merger or
                  consolidation,

              


      

      
        	 	
                (e)

              	
                Acquisition
                  of Significant Share Ownership
                  -
                  A report on Schedule 13D or another form or schedule (other than
                  Schedule
                  13G) is filed or is required to be filed under Sections 13(d) or
                  14(d) of
                  the Securities Exchange Act of 1934, if the schedule discloses
                  that the
                  filing person or persons acting in concert has or have become the
                  beneficial owner of 20% or more of a class of First Northern Community
                  Bancorp’s voting securities, but this clause (b) shall not apply to
                  beneficial ownership of First Northern Community Bancorp voting
                  shares
                  held in a fiduciary capacity by an entity of which First Northern
                  Community Bancorp directly or indirectly beneficially owns 50%
                  or more of
                  its outstanding voting securities or voting shares held by an employee
                  benefit plan maintained for the benefit of First Northern Bank
                  of Dixon’s
                  employees, or

              


      

      
        	 	
                (f)

              	
                Change
                  in Board Composition
                  -
                  During any period of two consecutive years, individuals who constitute
                  First Northern Community Bancorp’s Board of Directors at the beginning of
                  the two-year period cease for any reason to constitute at least
                  a majority
                  of First Northern Community Bancorp’s Board of Directors; provided,
                  however, that - for purposes of this clause (c) - each director
                  who is
                  first elected by the board (or first nominated by the board for
                  election
                  by stockholders) by a vote of at least two-thirds of the directors
                  who
                  were directors at the beginning of the period shall be deemed to
                  have been
                  a director at the beginning of the two-year
                  period.

              


      


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      1.2
        Good
        Reason.
“Good
        Reason” shall be defined as any of the following: 

       

      
        	 	
                (g)

              	
                A
                  material reduction in the Executive’s title or responsibilities;
                  or

              


      

      
        	 	
                (h)

              	
                A
                  reduction in base salary as in effect on the date of Change in
                  Control;
                  or

              


      

      
        	 	
                (i)

              	
                The
                  relocation of the Executive’s principal executive office so that
                  Executive’s one-way commute distance from Executive’s residence is
                  increased by more than forty (40) miles;
                  or

              


      

      
        	 	
                (j)

              	
                The
                  adverse and substantial alternation in the nature and quality of
                  the
                  office space within which the Executive performs duties on behalf
                  of the
                  Company, including the size and location thereof, as well as the
                  secretarial and administrative support provided to the Executive;
                  or

              


      

      
        	 	
                (k)

              	
                The
                  failure by the Company to continue to provide the Executive with
                  compensation and benefits substantially similar to those provided
                  under
                  any of the employee benefit plans in which the Executive becomes
                  a
                  participant, or the taking of any action by the Company which would
                  directly or indirectly materially reduce any of such benefits or
                  deprive
                  the Executive of any material fringe benefit enjoyed at the time
                  of Change
                  in Control; or

              


      

      
        	 	
                (l)

              	
                The
                  failure of the Company to obtain a satisfactory agreement from
                  any
                  successor or assign of the Company to assume and agree to perform
                  this
                  Agreement.

              


      

      


      


      SECTION
        2


      AMENDMENTS

      


      This
        section, solely for the purpose of benefits earned by this Executive, amends
        certain sections of the First Northern Bank Supplemental Executive Retirement
        Plan.

      


      2.1
        Amendments
        Following a Change in Control
        - If the
        Executive’s employment with the Bank terminates within 24 months after any
        Change in Control or in the event the Executive terminates employment
        voluntarily for Good Reason within 24 months after any Change-in-Control,
        the
        following benefit shall be payable to the Executive in lieu of any other
        benefits payable under the Plan:

      


      Change
        in Control Benefit
        - the
        benefit payable to the Executive shall be the greater of the payments described
        in (1), (2), and (3) below:

      


      
        	 	
                4.

              	
                A
                  lump sum payment of $313,397 adjusted at the rate equal to 4.37%
                  per year
                  for the period of time between January 1, 2007, and the payment
                  date.
                  

              


      

      
        	 	
                5.

              	
                A
                  lump sum payment Actuarially Equivalent to the benefit determined
                  under
                  Section 4.1 of the Plan with the following changes: (a) the Target
                  Retirement Percentage used shall be the Target Retirement Percentage
                  assuming Service to age 65, and (b) the Profit Sharing Benefit
                  and Social
                  Security Benefit shall be determined as of the 1st
                  of
                  the year of termination. The lump sum payment shall be determined
                  using
                  the Treasury Rate in effect on the date of termination and shall
                  be
                  discounted for the period of time the lump sum payment precedes
                  the date
                  the Participant attains age 65. 

              


      

      
        	 	
                6.

              	
                A
                  lump sum payment Actuarially Equivalent to the benefit the Participant
                  would receive from the Plan without regard to this Section 2.1.
                  The lump
                  sum payment shall be determined using the Treasury Rate in effect
                  on the
                  date of termination.

              


      

       

      The
        Company shall pay this Change in Control Benefit to the Executive within
        three
        days after the Executive’s Separation from Service. If when the Participant’s
        Separation from Service occurs the Participant is a specified employee within
        the meaning of Code section 409A, the lump-sum benefit shall be delayed and
        shall instead be paid on the first day of the seventh month after the month
        in
        which Separation from Service occurs, with interest to the payment date using
        the Treasury Rate.

      


      2.2
        Vested
        Benefit
        - Any
        increase in the value of benefits payable to the Executive under any section
        of
        the Plan or this Participation Agreement over the value that would have been
        provided under the Salary Continuation Agreement which this Participation
        Agreement replaces shall be vested as follows: 25% on December 31, 2006,
        50% on
        December 31, 2007, 75% on December 31, 2008, and 100% on December 31, 2009.
        In
        determining the increase in value, the assumptions currently in use to account
        from this plan under GAAP shall be used. 


      
        
          
          

        

        
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      2.3 One
        Benefit Only.
        Despite
        anything to the contrary in the Plan or in this Participation Agreement,
        the
        Executive and Beneficiary are entitled to one benefit only, which shall be
        determined by the first event to occur that is dealt with by the Plan and
        this
        Participation Agreement. Subsequent occurrence of events dealt with by the
        Plan
        and this Participation Agreement shall not entitle the Executive or Beneficiary
        to other or additional benefits under the Plan or this Participation
        Agreement.

      


      2.4
        Amendment
        of Death Benefit
        - If the
        Executive dies while actively employed and before the attainment of Normal
        Retirement Age, the benefit payable to the Executive’s beneficiary shall be
        $1,333,333. This benefit shall be paid in a lump sum as soon as administratively
        feasible. 

      


      If
        the
        Executive dies while actively employed and on or after attainment of Normal
        Retirement Age, the benefit payable to the Executive’s beneficiary shall be the
        same benefit the beneficiary would have received had the Executive retired
        on
        the date of death, commenced Normal Retirement Benefits and died before
        receiving the first payment. 

      


      If
        the
        Executive dies after termination of employment, then the Executive shall
        receive
        the benefit described in Section 4.4 of the Plan. 

      


      The
        benefit payable under this section 2.4 shall be paid in lieu of any other
        benefit payable under the Plan or this Participation Agreement. The Executive
        acknowledges that this amendment replaces all endorsed death benefit agreements
        dated prior to this Participation Agreement and that the effect of this
        amendment is that the Executive and the Executive’s beneficiaries no longer have
        any interest in any life insurance contract owned by First Northern
        Bank.

      


      4.4
        Benefits
        Payable Upon Death.
        If a
        Participant dies while actively employed, the benefit payable to the
        Participant’s Beneficiary shall be the same benefit and paid for the same
        duration as the benefit the Participant would have received had the Participant
        become eligible for benefits under section 4.3 above on the date of the
        Participant’s death and then died before receiving the first payment. The
        benefit shall be paid to the Beneficiary at the same time the benefit would
        have
        been paid to the Participant under section 4.3, disregarding the potential
        six-month delay required under Code section 409A for separation-from-service
        benefits paid to a specified employee.

      


      If
        a
        Participant dies after termination of employment, the Participant’s
        Beneficiary shall be entitled to receive benefits in the same amount and
        for the
        same duration that the Participant would have received had the Participant
        survived to receive all payments due. The benefit shall be paid to the
        Beneficiary at the same time the benefit would have been paid to the
        Participant, disregarding the potential six-month delay required under Code
        section 409A for separation-from-service benefits paid to a specified
        employee.

      


      


      SECTION
        3


      MISCELLANEOUS

      


      3.1
        Amendments
        and Termination.
        This
        Participation Agreement may be amended or terminated only by a written agreement
        signed by the Bank and the Executive. For the purpose of determining benefits
        for the Executive, any amendment or termination of the Plan shall be effective
        for the Executive only by a written agreement signed by the Company and the
        Executive. However, the Executive and Company agree that the Company, in
        its
        sole discretion, may amend the Plan and this Participation Agreement to reduce
        the impact on the Company’s earnings of any changes made by the Financial
        Accounting Standards Board to pension accounting standards. The Company may
        change the manner of benefit accrual for the Executive if, in the opinion
        of the
        Company, the changes to the Plan and this Participation Agreement produce
        an
        expense recognition pattern closer to the pattern of expense recognition
        expected prior to the change in accounting standards. In no event will the
        benefit provided to the Executive at Normal Retirement Age be
        reduced.

      


      3.2
        Binding
        Effect.
        This
        Participation Agreement shall bind the Executive and the Company, and their
        beneficiaries, survivors, executors, successors, administrators and
        trustees.

      


      3.3
        Agreement
        To Insure.
        The
        Company may, in its sole discretion, decide to purchase a life insurance
        policy
        or policies on the life of the Executive in order to informally fund or
        otherwise offset the costs incurred by the Plan. The Executive agrees to
        complete all forms and undergo any insurance underwriting that the Company
        may
        request from time to time during the Executive’s active employment. In addition,
        the Executive hereby acknowledges that the Executive, Beneficiaries, or the
        Executive’s estate hold no claim to any part of the value of or rights provided
        by such policies.


      
        
          
          

        

        
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      In
        Witness Whereof, the
        Executive and a duly authorized Company officer have signed this Participation
        Agreement as of the day and year shown below.

      


      


      
        	
                The
                  Executive:

              	 	
                The
                  Company:

              
	 	 	
                First
                  Northern Bank of Dixon

              
	 	 	 	 
	
                Louise
                  Walker

              	 	 	 
	 	 	
                By:

              	 
	 	 	 	 
	 	 	
                Its:

              	 


      

       

    

     

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