Exhibit 10.7


 


DIRECTOR SUPPLEMENTAL RETIREMENT PLAN


 


DIRECTOR AGREEMENT


 


THIS AGREEMENT is made
and entered into this 19th day of November, 1999, by and between St. Tammany Homestead Savings & Loan Association, a savings
and loan association organized and existing under the laws of the State of Louisiana, (hereinafter referred to as the, “Bank”),
and William D. Crumhorn, a member of the Board of Directors of the Bank (hereinafter referred to as the, “Director”).


 


WHEREAS, the Director is
now on the Board of the Bank (hereinafter referred to as the, “Board”) and has for many years faithfully served the
Bank. It is the consensus of the Board of Directors that the Director’s services have been of exceptional merit, in excess
of the compensation paid and an invaluable contribution to the profits and position of the Bank in its field of activity. The Board
further believes that the Director’s experience, knowledge of corporate affairs, reputation and industry contacts are of
such value, and the Director’s continued services so essential to the Bank’s future growth and profits, that it would
suffer severe financial loss should the Director terminate their service on the Board;


 


ACCORDINGLY, the Board
has adopted the St. Tammany Homestead, Savings & Loan Association Director Supplemental Retirement Plan (hereinafter referred
to as the, ‘‘Director Plan”) and it is the desire of the Bank and the Director to enter into this agreement which
the Bank will agree to make certain payments to the Director upon the Director’s retirement and to the Director’s beneficiary(ies)
in the event of the Director’s death pursuant to the Director Plan;


 


FURTHERMORE, it is the
intent of the parties hereto that this Director Plan be considered an unfunded arrangement maintained primarily to provide supplemental
retirement benefits for the Director, and to be considered a non-qualified benefit plan for purposes of the Employee Retirement
Security Act of 1974, as amended (“ERISA”). The Director is fully advised of the Bank’s financial status and
has had substantial input in the design and operation of this benefit plan; and


 


NOW THEREFORE, in consideration
of services the Director has performed in the past and those to be performed in the future, and based upon the mutual promises
and covenants herein contained, the Bank and the Director agree as follows:


 


		I.	DEFINITIONS



 


		A.	Effective Date:



 


The Effective Date of the
Plan shall be July 12, 1999.


 


		B.	Plan Year:



 


Any reference to
the “Plan Year” shall mean a calendar year from January 1st to December 31st. In the year of implementation, the term
the “Plan Year” shall mean the period from the Effective Date to December 31st of the year of the Effective Date.


 


		C.	Retirement Date:



 


Retirement Date shall
mean retirement from service with the Bank which becomes effective on the first day of the calendar month following the month in
which the Director reaches age seventy (70) or such later date as the Director may actually retire.


 




     

     


    

 


		D.	Termination of Service:



 


Termination of Service
shall mean the Director’s voluntary resignation from service on the Board or failure of re-election to the Board, prior to
the Normal Retirement Age [Subparagraph I (J)].


 


		E.	Pre-Retirement Account



 


A Pre-Retirement
Account·shall be established as a liability reserve account on the books of the Bank for the benefit of the Director. Prior
to the Director’s Termination of Service or the Director’s retirement, whichever event shall first occur, such liability
reserve account shall be increased or decreased each Plan Year, until the aforestated event occurs, by the Index Retirement Benefit
[Subparagraph I (F)].


 


		F.	Index Retirement Benefit:



 


The Index Retirement
Benefit for each Director in the Director Plan for each Plan Year shall be equal to the excess (if any) of the Index [Subparagraph
I (G)] for that Plan Year over the Cost of Funds Expense [Subparagraph I (H)] for that Plan Year.


 


		G.	Index:



 


The Index for any
Plan Year shall be the aggregate annual after-tax income from the life insurance contract(s) described hereinbelow as defined by
FASB Technical Bulletin 85-4. This Index shall be applied as if such insurance contracts were purchased on the Effective Date of
the Director Plan.


 


	Insurance Company:	Alexander Hamilton Life
	Policy Form: 	Flexible Premium Adjustable Life 
	Policy Name: 	Executive Security Plan IV 
	Insured’s Age and Sex: 	45, Male
	Riders:	None
	Ratings:	According to the health of the proposed insured
	Option: 	Level Death Benefit
	Face Amount:	$145,000
	Premiums Paid:	$50,000
	Number of Premium Payments: 	One
	Assumed Purchase Date:	July 12, 1999


 


	Insurance Company:	 Security Life of Denver
	Policy Form: 	 Whole Life 
	Policy Name: 	Corp IV 
	Insured’s Age and Sex: 	46, Male 
	Riders: 	None
	Ratings:	According to the health of the proposed insured
	Option: 	Level Death Benefit
	Face Amount:	$123,513
	Premiums Paid:	$50,000
	Number of Premium Payments: 	One
	Assumed Purchase Date:	July 12, 1999


 




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If such contracts
of life insurance are actually purchased by the Bank, then the actual policies as of the dates they were actually purchased shall
be used in calculations under this Director Plan. If such contracts of life insurance are not purchased or are subsequently surrendered
or lapsed, then the Bank shall receive annual policy illustrations that assume the above-described policies were purchased, or
had not subsequently surrendered or lapsed, which illustrations will be received from the respective insurance companies and will
indicate the increase in policy values for purposes of calculating the amount of the Index.


 


In either case, references
to the life insurance contracts are merely for purposes of calculating a benefit. The Bank has no obligation to purchase such life
insurance and, if purchased, the Directors and their beneficiary(ies) shall have no ownership interest in such policy and shall
always have no greater interest in the benefits under this Director Plan than that of an unsecured creditor of the Bank.


 


		H.	Cost of Funds Expense:



 


The Cost of Funds
Expense for any Plan Year shall be calculated by taking the sum of the amount of premiums for the life insurance policies described
in the definition of “Index” plus the amount of any after-tax benefits paid to any Director pursuant to the Director
Plan (Paragraph II hereinafter) plus the amount of all previous years after-tax Costs of Funds Expense, and multiplying that sum
by the after-tax thirty day (30) mortgage repurchase rate.


 


		L.	Mutual to Stock Conversion or a Change of Control:



 


Mutual to Stock Conversion
shall mean the conversion of the Bank from a mutual savings and loan association to an entity which issues stock and is owned by
its shareholders. Such Mutual to Stock Conversion shall be deemed to be a Change of Control for purposes of this Agreement. For
the purposes of this Director Plan, transfers on account of deaths or gifts, transfers between family members or transfers to a
qualified retirement plan maintained by the Bank shall not be considered in determining whether there has been a Change of Control.


 


		J.	Normal Retirement Age:



 


Normal Retirement
Age shall mean the date on which the Director attains age seventy (70).


 


		II.	INDEX BENEFITS



 


		A.	Retirement Benefits:



 


Subject to Subparagraph
II (D) hereinafter, a Director who remains on the Board until the Normal Retirement Age [Subparagraph I (J)] shall be entitled
to receive the balance in the Pre-Retirement Account in ten (10) equal annual installments commencing thirty (30) days following
the Director’s retirement. In addition to these payments and commencing in conjunction therewith, the Index Retirement Benefit
[Subparagraph I (F)] for each Plan Year subsequent to the Director’s retirement, and including the remaining portion of the
Plan Year following said retirement, shall be paid to the Director until the Director’s death.


 




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		B.	Termination of Service:



 


Subject to Subparagraph
II (D), should a Director suffer a Termination of Service the Director shall be entitled to receive the balance in the Pre-Retirement
Account payable to the Director in ten (10) equal annual installments commencing thirty (30) days following the Director’s
Normal Retirement Age [Subparagraph 1 (J)]. In addition to these payments and commencing in conjunction therewith, the Index Retirement
Benefit for each Plan Year subsequent to the year in which the Director attains Normal Retirement Age, and including the remaining
portion of the Plan Year in which the Director attains Normal Retirement Age, shall be paid to the Director until the Director’s
death.


 


		C.	Death:



 


Should the Director
die prior to having received the balance of the Pre-Retirement Account the Director may be entitled to under the terms of this
Director Plan, the entire unpaid balance of the Director’s Pre-Retirement Account shall be paid in a lump sum to the individual
or individuals the Director may have designated in writing and filed with the Bank. In the absence of any effective designation
of beneficiary(ies), the unpaid balance shall be paid as set forth herein to the duly qualified executor or administrator of the
Director’s estate. Said payment due hereunder shall be made the first day of the second month following the decease of the
Director. Provided, however, that anything hereinabove to the contrary notwithstanding, no death benefit shall be payable hereunder
if the Director dies on or before the 12th day of July, 2001.


 


		D.	Discharge for Cause:



 


Should the Director
be Discharged for Cause at any time, all benefits under this Director Plan shall be forfeited. The term for “cause”
shall mean any of the following that result in an adverse effect on the Ban1c (i) gross negligence or gross neglect; (ii) the commission
of a felony or gross misdemeanor involving moral turpitude, fraud, or dishonesty; (iii) the willful violation of any law, rule,
or regulation (other than a traffic violation or similar offense); (iv) an intentional failure to perform stated duties; or (v)
a breach of fiduciary duty involving personal profit. If a dispute arises as to discharge for “cause”, such dispute
shall be resolved by arbitration as set forth in this Director Plan.


 


		E.	Death Benefit:



 


Except as set forth
above, there is no death benefit provided under this Agreement.


 


		III.	RESTRICTIONS UPON FUNDING



 


The Bank shall
have no obligation to set aside, earmark or entrust any fund or money with which to pay its obligations under this Director Plan.
The Directors, their beneficiary(ies), or any successor in interest shall be and remain simply a general creditor of the Bank in
the same manner as any other creditor having a general claim for matured and unpaid compensation.


 


The Bank reserves
the absolute right, at its sole discretion, to either fund the obligations undertaken by this Director Plan or to refrain from
funding the same and to determine the extent, nature and method of such funding. Should the Bank elect to fund this Director Plan,
in whole or in part, through the purchase of life insurance, mutual funds, disability policies or annuities, the Bank reserves
the absolute right, in its sole discretion, to terminate such funding at any time, in


 




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whole or in part. At no time shall
any Director be deemed to have any lien nor right, title or interest in or to any specific funding investment or to any assets
of the Bank.


 


If the Bank elects
to invest in a life insurance, disability or annuity policy upon the life of the Director, then the Director shall assist the Bank
by freely submitting to a physical exam and supplying such additional information necessary to obtain such insurance or annuities.


 


		IV.	MUTUAL TO STOCK CONVERSION OR CHANGE OF CONTROL



 


Upon a Mutual to
Stock Conversion or a Change of Control (as defined in Subparagraph I (I) herein), if the Director’s employment is subsequently
terminated, except for cause, then the Director shall receive the benefits promised in this Agreement upon attaining Normal Retirement
Age, as if he had been continuously employed by the Bank until said Normal Retirement Age. The Director will also remain eligible
for all promised death benefits in this Agreement. In addition, no sale, merger, consolidation or conversion of the Bank shall
take place unless the new or surviving entity expressly acknowledges the obligations under this Agreement and agrees to abide by
its terms.


 


		V.	MISCELLANEOUS



 


		A.	Alienability and Assignment Prohibition:



 


Neither the Director,
nor the Director’s surviving spouse, nor any other beneficiary(ies) under this Director Plan shall have any power or right
to transfer, assign, anticipate, hypothecate, mortgage, commute, modify or otherwise encumber in advance any of the benefits payable
hereunder nor shall any of said benefits be subject to seizure for the payment of any debts, judgments, alimony or separate maintenance
owed by the Director or the Director’s beneficiary(ies), nor be transferable by operation of law in the event of bankruptcy,
insolvency or otherwise. In the event the Director or any beneficiary attempts assignment, commutation, hypothecation, transfer
or disposal of the benefits hereunder, the Bank’s liabilities shall forthwith cease and terminate.


 


		B.	Binding Obligation of the Bank and any Successor in Interest:



 


The Bank shall not
merge or consolidate into or with another bank or sell substantially all of its assets to another bank, firm or person until such
bank, firm or person expressly agrees, in writing, to assume and discharge the duties and obligations of the Bank under this Director
Plan. This Director Plan shall be binding upon the parties hereto, their successors, beneficiaries, heirs and personal representatives.


 


		C.	Amendment or Revocation:



 


It is agreed by and
between the parties hereto that, during the lifetime of the Director, this Director Plan may be amended or revoked at any time
or times, in whole or in part, by the mutual written consent of the Director and the Bank.


 


		D.	Gender:



 


Whenever in this
Director Plan words are used in the masculine or neuter gender, they shall be read and construed as in the masculine, feminine
or neuter gender, whenever they should so apply.


 




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		E.	Effect on Other Bank Benefit Plans:



 


Nothing contained
in this Director Plan 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 other supplemental compensation or fringe benefit plan constituting a part of the Bank’s
existing or future compensation structure.


 


		F.	Headings:



 


Headings and subheadings
in this Director Plan are inserted for reference and convenience only and shall not be deemed a part of this Director Plan.


 


		G.	Applicable Law:



 


The validity and
interpretation of this Agreement shall be governed by the laws of the State of Louisiana.


 


		H.	12 U.S.C. § 1828(k):



 


Any payments made
to the Director pursuant to this Director Plan, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C.
§ 1828(k) or any regulations promulgated thereunder.


 


		I.	Partial Invalidity:



 


If any term, provision,
covenant, or condition of this Director Plan is determined by an arbitrator or a court, as the case may be, to be invalid, void,
or unenforceable, such determination shall not render any other term, provision, covenant, or condition invalid, void, or unenforceable,
and the Director Plan shall remain in full force and effect notwithstanding such partial invalidity.


 


		J.	Continuation as Director:



 


Neither this Agreement
nor the payment 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.


 


		VI.	ERISA PROVISION



 


		A.	Named Fiduciary and Plan Administrator:



 


The “Named
Fiduciary and Plan Administrator” of this Director Plan shall be St. Tammany Homestead Savings & Loan Association until
its resignation or removal by the Board. As Named Fiduciary and Plan Administrator, the Bank shall be responsible for the management,
control and administration of the Director Plan. The Named Fiduciary may delegate to others certain aspects of the management and
operation responsibilities of the Director Plan including the employment of advisors and the delegation of ministerial duties to
qualified individuals.


 




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		B.	Claims Procedure and Arbitration:



 


In the event a dispute
arises over benefits under this Director Plan and benefits are not paid to the Director (or to the Director’s beneficiary(ies)
in the case of the Director’s death) and such claimants feel they are entitled to receive such benefits, then a written claim
must be made to the Named Fiduciary and Plan Administrator named above within sixty (60) days from the date payments are refused.
The Named Fiduciary and Plan Administrator shall review the written claim and if the claim is denied, in whole or in part, they
shall provide in writing within sixty (60) days of receipt of such claim its specific reasons for such denial, reference to the
provisions of this Director Plan upon which the denial is based and any additional material or information necessary to perfect
the claim. Such written notice shall further indicate the additional steps to be taken by claimants if a further review of the
claim denial is desired. A claim shall be deemed denied if the Named Fiduciary and Plan Administrator fail to take any action within
the aforesaid sixty-day period.


 


If claimants desire
a second review they shall notify the Named Fiduciary and Plan Administrator in writing within sixty (60) days of the first claim
denial. Claimants may review this Director Plan or any documents relating thereto and submit any written issues and comments it
may feel appropriate. In their sole discretion, the Named Fiduciary and Plan Administrator shall then review the second claim and
provide a written decision within sixty (60) days of receipt of such claim. This decision shall likewise state the specific reasons
for the decision and shall include reference to specific provisions of the Plan Agreement upon which the decision is based.


 


If claimants continue
to dispute the benefit denial based upon completed performance of this Director Plan or the meaning and effect of the terms and
conditions thereof, then claimants may submit the dispute to an Arbitrator for final arbitration. The Arbitrator shall be selected
by mutual agreement of the Bank and the claimants. The Arbitrator shall operate under any generally recognized set of arbitration
rules. The parties hereto agree that they and their heirs, personal representatives, successors and assigns shall be bound by the
decision of such Arbitrator with respect to any controversy properly submitted to it for determination.


 


Where a dispute arises
as to the Bank’s discharge of the Director for “cause”, such dispute shall likewise be submitted to arbitration
as above- described and the parties hereto agree to be bound by the decision thereunder.


 


		VII.	TERMINATION OR MODIFICATION OF AGREEMENT BY REASON OF CHANGES IN THE LAW, RULES OR REGULATIONS



 


The Bank is entering
into this Agreement upon the assumption that certain existing tax laws, rules and regulations will continue in effect in their
current form. If any said assumptions should change and said change has a detrimental effect on this Director Plan, then the Bank
reserves the right to terminate or modify this Agreement accordingly. Upon a Change of Control [Subparagraph I (1)], this paragraph
shall become null and void effective immediately upon said Change of Control.


 




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IN WITNESS WHEREOF, the parties hereto acknowledge
that each, has carefully read this Agreement and executed the original thereof on the 19th day of November, 1999, and that; upon
execution, each has received a conforming copy.


 


	 	ST. TAMMANY HOMESTEAD SAVINGS & LOAN ASSOCIATION
	 	Covington, Louisiana


 


	/s/
    Christina Easen-Finnen	 	By: 	/s/
    William G. Silversten, Treasurer
	Witness	 	 	Title:
	 	 	 	 
	/s/ Dana Whitaker	 	/s/ W. David Crumhorn
	Witness	 	William David Crumhorn


 




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AMENDMENT


TO THE DIRECTOR SUPPLEMENTAL RETIREMENT PLAN


DIRECTOR AGREEMENT


DATED JULY 12, 1999


 


This Amendment made and
entered into this 21st day of July, 2004, by and between St. Tammany Homestead Savings & Loan Association, a savings
and loan association organized and existing under the laws of the State of Louisiana, hereinafter referred to as the “Bank,”
and William D. Crumhorn, a Director of the Bank, hereinafter referred to as the “Director,” shall effectively amend
the Director Supplemental Retirement Plan Director Agreement dated July 12, 1999, as specifically set forth herein. Said Agreement
shall be amended as follows:


 


		1)	Subparagraph IT (B), Termination of Service, shall be deleted in its entirety and replaced with
the following:



 


		B.	Termination of Service:



 


Subject to Subparagraph II (D), should
a Director suffer a Termination of Service, the Director shall be entitled to receive a vested percentage of the Pre-Retirement
Account and in conjunction therewith a vested percentage of the index benefit in accordance with the following schedule payable
to the Director in ten (10) equal annual installments commencing thirty (30) days following the Director’s Normal Retirement
Age [Subparagraph I (J)].


 


	Year	 	Vested Percentage	 
	2004	 	 	22	%
	2005	 	 	26	%
	2006	 	 	30	%
	2007	 	 	35	%
	2008	 	 	39	%
	2009	 	 	43	%
	2010	 	 	47	%
	2011	 	 	51	%
	2012	 	 	55	%
	2013	 	 	59	%
	2014	 	 	63	%
	2015	 	 	67	%
	2016	 	 	71	%
	2017	 	 	75	%
	2018	 	 	79	%
	2019	 	 	84	%
	2020	 	 	88	%
	2021	 	 	92	%
	2022	 	 	96	%
	2023	 	 	100	%



 




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This Amendment shall be
effective the 1st day of January, 2004. To the extent that any term, provision, or paragraph of said agreement is hot specifically
amended herein, or in any other amendment thereto, said term, provision, or paragraph shall remain in full force and effect as
set forth in said July 12, 1999, Agreement.


 


IN WITNESS WHEREOF, the
parties hereto acknowledge that each has carefully read this Amendment and executed the original thereof on the first day set forth
hereinabove, and that, upon execution, each has received a conforming copy.


 


	 	ST. TAMMANY HOMESTEAD SAVINGS & LOAN ASSOCIATION
	 	Covington, Louisiana


 


	/s/ Dana Whitaker	 	By: 	/s/ Alvin L. Ross, III, SVP
	Witness	 	 	Title:
	 	 	 	 
	/s/ Mary B. Brand	 	/s/ W. David Crumhorn
	Witness	 	William David Crumhorn


 




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SECOND AMENDMENT


TO THE DIRECTOR SUPPLEMENTAL RETIREMENT PLAN


DIRECTOR AGREEMENT EFFECTIVE JULY 12, 1999


 


THIS AMENDMENT,
made and entered into this 2nd day of February, 2007, by and between St. Tammany Homestead Savings & Loan Association,
a savings and loan association organized and existing under the laws of the State of Louisiana, hereinafter referred to as the
“Bank”, and William D. Crumhorn, a member of the Board of Directors of the Bank, hereinafter referred to as the “Director”,
shall effectively amend the Director Supplemental Retirement Plan Director Agreement effective July 12, 1999 as follows:


 


		1.	Subparagraph I (G) titled, “Index”, of the Director Supplemental Retirement Plan Director
Agreement shall be amended to delete the Security Life of Denver Insurance Policy and replace the same as follows:



 


		I.	DEFINITIONS



 


		H.	Index:



 


	Insurance Company: 	Security Life of Denver
	Policy Form:	Flexible Premium Adjustable Life
	Policy Name:	Executive UL
	Insured’s Age and Sex: 	52, Male
	Riders:	None
	Ratings: 	None
	Option:	Level
	Face Amount: 	$144,452
	Premiums Paid:	$61,037.58
	Number of Premium Payments: 	One
	Assumed Purchase Date:	July 12, 2005


 


This Amendment shall have the effect
of using the Index from the previous Security Life of Denver and Alexander Hamilton Life Insurance Company policies until July
12, 2005. The Index on and subsequent to July 12, 2005 shall be based upon the Security Life of Denver Insurance Company Policy
set forth hereinabove as well as the Alexander Hamilton Life Insurance Company Policy as set forth in the original July 12, 1999
Agreement.


 


This Amendment shall be
effective the 12th day of July 2005. To the extent that any paragraph, term, or provision of said agreement is not specifically
amended herein, or in any other amendment thereto, said paragraph, term, or provision shall remain in full force and effect as
set forth in said Agreements.


 




     

     


    

 


IN WITNESS WHEREOF, the
parties hereto acknowledge that each has carefully read this Amendment and executed the original thereof on the first day set forth
hereinabove, and that, upon execution, each has received a conforming copy.


 


	 	ST. TAMMANY HOMESTEAD SAVINGS & LOAN ASSOCIATION
	 	Covington, Louisiana


 


	/s/ Alvin L. Ross, III	 	By: 	/s/ Dana Whitaker, AVP
	Witness	 	 	Title:
	 	 	 	 
	/s/ Erin Hughes	 	/s/ W. David Crumhorn
	Witness	 	William David Crumhorn


 




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409A Amendment


to the


St.Tammany Homestead Savings & Loan Association


Director Supplemental Retirement Plan Director
Agreement for


William D. Crumhorn


 


St. Tammany Homestead Savings
& Loan Association (“Bank”) and William D. Crumhorn (“Director”) originally entered into the St. Tammany
Homestead Savings & Loan Association Director Supplemental Retirement Plan Director Agreement (“Agreement”) on
November 19, 1999. Pursuant to Subparagraph V (C) of the Agreement, the Bank and the Director hereby adopt this 409A Amendment,
effective January 1, 2005.


 


RECITALS


 


This Amendment is intended
to bring the Agreement into compliance with the requirements of Internal Revenue Code Section 409A. Accordingly; the intent of
the parties hereto is that the Agreement shall be operated and interpreted consistent with the requirements of Section 409A. Therefore,
the following changes shall be made:


 


		1.	Subparagraph I (1), “Mutual to Stock Conversion or Change of Control” shall be deleted
in its entirety, renamed “Change in Control” and replaced with the following Subparagraph I (1):



 


Change in Control: “Change
in Control” shall mean a change in ownership or control of the Bank as defined in Treasury Regulation §1.409A-3(i)(5)
or any subsequently applicable Treasury Regulation.


 


		2.	The following provision regarding “Separation from Service” distributions shall be
added as a new subparagraph (K) under Section I, as follows:



 


Separation from Service: Notwithstanding
anything to the contrary in this Agreement, to the extent that any benefit under this Agreement is payable upon a “Termination
of Employment,” “Termination of Service,” or other event involving the Director’s cessation of services,
such payment(s) shall not be made unless such event constitutes a “Separation from Service” as defined in Treasury
Regulations Section 1.409A-l(h).


 


		3.	Subparagraph II (A), “Retirement Benefits”, shall be modified to insert the word “annually’’
into the second sentence after the word “paid”.



 


		4.	A new Subparagraph II (F) shall be added as follows:



 


Restriction on Timing of Distribution:
Notwithstanding any provision of this Agreement to the contrary, distributions under this Agreement may not commence earlier than
six (6) months after the date of a Separation from Service (as described under the “Separation from Service” provision
herein) if, pursuant to Internal Revenue Code Section 409A, the participant hereto is considered a “specified employee”
(under Internal Revenue Code Section 416(i)) of the Bank if any stock of the Bank is publicly traded on an established securities
market or otherwise. In the event a distribution is delayed pursuant to this Section, the originally scheduled distribution shall
be delayed for six (6) months, and shall commence instead on the first day of the seventh month following Separation from Service.
If payments are scheduled to be made in installments, the first six (6) months of installment payments shall be delayed,


 




     

     


    

 


aggregated, and paid instead on
the first day of the seventh month, after which all installment payments shall be made on their regular schedule. If payment is
scheduled to be made in a lump sum, the lump sum payment shall be delayed for six (6) months and instead be made on the first day
of the seventh month.


 


		5.	A new Subparagraph II (G) shall be added as follows:



 


Certain Accelerated Payments:
The Bank may make any accelerated distribution permissible under Treasury Regulation 1.409A-3G)(4) to the Director of deferred
amounts, provided that such distribution(s) meets the requirements of Section 1.409A-3(j)(4).


 


		6.	Section IV, “Mutual to Stock Conversion or Change of Control”, shall be deleted in
its entirety, renamed “Change in Control” and replaced with the following Section IV:



 


Upon a Change in Control (as defined
in Subparagraph I [I] herein), the Director shall receive the benefits in Subparagraph II (A) of this Agreement in the same form
and with the same timing, except that the payments shall commence upon the Director attaining Normal Retirement Age. The Director
will also remain eligible for all promised death benefits in this Agreement. In addition, no sale, merger, consolidation or conversion
of the Bank shall take place unless the new or surviving entity expressly acknowledges the obligations under this Agreement and
agrees to abide by its terms.


 


		7.	A new Subparagraph V (K) shall be added as follows:



 


Subsequent Changes to Time and Form
of Payment: The Bank may permit a subsequent change to the time and form of benefit distributions. Any such change shall be
considered made only when it becomes irrevocable under the terms of the Agreement. Any change will be considered irrevocable not
later than thirty (30) days following acceptance of the change by the Plan Administrator, subject to the following rules:


 


		(1)	the subsequent deferral election may not take effect until at least twelve (12) months after the
date on which the election is made;



		(2)	the payment (except in the case of death, disability, or unforeseeable emergency) upon which the
subsequent deferral election is made is deferred for a period of not less than five (5) years from the date such payment would
otherwise have been paid; and



		(3)	in the case of a payment made at a specified time, the election must be made not less than twelve
(12) months before the date the payment is scheduled to be paid.



 


Therefore, the foregoing changes are agreed
to.


 


	 	 	 	 
	For the Bank	 	William David Crumhorn	 
	 	 	 	 
	Date                                                          	 	Date                                                                                 	 


 


     




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