First Amendment to the


Amended and Restated Employment Agreement
between


CresCom Bank and David L. Morrow


WHEREAS, CresCom
Bank (the “Bank”) and David J. Morrow (the “Executive)” are parties to an Amended and Restated Employment
Agreement dated as of December 24, 2008 (the “Agreement”);


WHEREAS, the parties
desire to modify the Agreement pursuant to Section 13 thereof to make certain changes the parties deem necessary and appropriate;


NOW, THEREFORE,
in consideration of the mutual covenants herein contained, the parties hereby agree as follows:


First Change


All references to
“Crescent Bank” or the “Bank” in the Agreement shall refer to “Crescom Bank”.


Second Change


Section 2 is hereby
amended by adding the following sentence to the end thereof:


“Notwithstanding
anything in this Section 2 to the contrary, unless otherwise mutually agreed by the parties in writing, no annual extensions of
the term of the Agreement shall occur after the date Executive attains age 70.”


Third Change


Section 3(a) is
hereby amended by substituting “$270,000” for “$197,600” therein and Section 3(b) is hereby amended by
deleting the third sentence thereof (referring to the two percent (2%) of pre-tax, pre-incentive earnings incentive bonus).


Fourth Change


Section 3(d) (referring
to the payment of director’s fees) is hereby deleted and replaced with the following: “(d) Reserved.”


Fifth Change


Sections 4(b) is
hereby amended to read as follows:


“(b) (i) Upon
the occurrence of an Event of Termination, the Bank shall pay Executive, or, in the event of his subsequent death, his beneficiary
or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a lump sum amount equal to
three (3) times the average of the sum of the following items in each of the three (3) years preceding his Date of Termination:
(i) Executive’s annualized Base Salary (as defined in Section 3(a) above), (ii) all other cash compensation paid to Executive by
the Bank in each year of the relevant period and (iii) contributions made on the Executive’s behalf to any employee benefit plans
sponsored by the Bank; provided however, that if the Bank is not in compliance with its minimum capital requirements or if such
payments would cause the Bank’s capital to be reduced below its minimum capital requirements, such payments shall be deferred until
such time as the Bank is in capital compliance.






    	 



    	 



    

(ii) Upon the occurrence
of an Event of Termination, all payments shall be made in a lump sum within thirty (30) days after the Date of Termination, provided
however if the Executive is a “specified employee” (as defined in Treasury Regulation §1.409A-1(i)), then, solely
to the extent required to avoid penalties under Code Section 409A, such payment shall be delayed until the first day of the seventh
month following the Executive’s Date of Termination. Such payment(s) shall not be reduced in the event the Executive obtains other
employment following termination of employment. Notwithstanding anything herein to the contrary, in the event of a Change in Control,
as defined in Section 5 hereof, followed within one (1) year by an Event of Termination, any payments to the Executive under this
Agreement shall be made solely in accordance with Section 5 hereof.”


Sixth Change


Section 5(c) is hereby amended to read
as follows:


“(c) Upon the occurrence of a
Change in Control, followed by Executive’s termination of employment in the circumstances described in Section 5(b), the Bank shall
pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as
severance pay or liquidated damages, or both, an amount equal t o 2.99 times the average of the sum of the following items in each
of the five completed calendar years preceding his termination of employment (or such shorter period as Executive shall have been
employed by the Bank): ( i ) Executive’s “annual compensation” (as defined below) and (ii) contributions made on the
Executive’s behalf to any employee benefit plans of the Bank and its affiliates. For purposes of this Section 5(c), Executive’s
“annual compensation” shall mean the amount reported by the Bank in Box 1 of Executive’s Form W-2(s) for a calendar
year (but excluding income attributable to the vesting of equity compensation or the exercise of stock options). Any payments to
which Executive may be entitled under this Section 5(c) shall be made in a lump sum within thirty (30) days after the Date of Termination
following the Change in Control, or in the event that Code Section 409A applies and Executive is a “specified employee”
within the meaning of Code Section 409A, no later than the first day of the seventh month following the Executive’s Date of Termination.”


Seventh Change


Section 10 is hereby
amended to read as follows:


“If, and only
if, Executive’s employment is terminated for the reasons set forth in Section 4(a) hereof, and such termination occurs prior to
the end of the Executive’s term of employment under this Agreement, Executive agrees that, for a period of one (1) year following
the effective date of his termination under Section 4(a), Executive shall not, without the written consent of the Board, become
an officer, employee, consultant, director, independent contractor, agent, sole proprietor, partner or trustee of any bank or bank
holding company, savings bank, savings and loan association, savings and loan holding company, any mortgage or loan broker or any
other entity competing with the Bank or its affiliates, if such position entails working within (or providing services within)
thirty (30) miles of the Bank’s main office.”






    	 



    	 



    

Eighth Change


Section 19 is hereby
amended to read as follows:


“All reasonable
legal fees paid or incurred by Executive pursuant to any dispute or question of interpretation relating to this Agreement, whether
brought in good faith by the Bank (or any successors thereto) or Executive, shall be paid or reimbursed by the Bank if Executive
is the prevailing party with respect to such matter, provided, however, that such reimbursement shall occur not later than thirty
(30) days after the date that Executive becomes entitled to reimbursement of legal fees under this Section 19 (but in no event
later than two and one-half months after the end of the year in which the expense was incurred). Notwithstanding the foregoing,
with respect to disputes or questions of interpretation arising prior to July 1, 2012. payment or reimbursement shall be made to
Executive without regard to whether Executive is the prevailing party with respect to such matter.”


****


In all other respects,
the terms of the Agreement are hereby ratified and confirmed. This First Amendment may executed by the parties in counterparts.


IN WITNESS WHEREOF,
the parties have executed this First Amendment, effective as of September 19, 2012.





	 	CRESCOM BANK
	 	 	 
	 	 	 
	 	 /s/ Manly Eubank
	 	Name: 	 Manly Eubank 
	 	Title:	 Chairman - Compensation Committee
	 	 	 
	 	 	 
	 	 /s/ David L. Morrow
	 	David L. Morrow