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AMENDED AND RESTATED EXECUTIVE SALARY
CONTINUATION AGREEMENT
 THIS AGREEMENT th
 WHEREAS th
 WHEREAS
 WHEREAS
 WHEREAS
 ACCORDINGLY
 THEREFORE,
 I.
    
    EFFECTIVE DATEThe Effective Date of this Agreement shall be January 1,
2007.




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II.
    
    EMPLOYMENTThe Bank agrees to employ the Executive in such capacity as the Bank may from time to time
determine. The Executive will continue in the employ of the Bank in such capacity and with such
duties and responsibilities as may be assigned to him, and with such compensation as may be
determined from time to time by the Board of Directors of the Bank.III.
    
    FRINGE BENEFITSThe benefits provided by this Agreement are granted by the Bank as a fringe benefit to the
Executive and are not part of any salary reduction plan or an arrangement deferring a bonus or a
salary increase. The Executive has no option to take any current payment or bonus in lieu of these
benefits except as set forth hereinafter.IV.
    
    DEFINITIONS
 A.
    
    Retirement Date:If the Executive remains in the continuous employ of, the Bank, the Executive shall retire
from active employment with the Bank on the later of the December 31st nearest
the Executives sixty-fifth (65th) birthday or Separation from Service.B.
    
    Normal Retirement Age:Normal Retirement Age shall mean the date on which the Executive attains age sixty-five
(65).C.
    
    Early Retirement Date:Early Retirement Date shall mean a retirement from employment which is effective prior to
the Normal Retirement Age stated herein, provided the Executive has attained age sixty
(62).D.
    
    Plan Year:Any reference to Plan Year shall mean a calendar year from January 1stto
December 31st In the year of implementation, the term Plan Year shall mean
the period from the effective date to December 31st of the year of the
effective date.E.
    
    Termination of Employment:Termination of Employment shall mean voluntary resignation of employment by the
Executive or the Banks discharge of the Executive
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without cause (Subparagraph IV [F]), prior to the Normal Retirement Age (Subparagraph
IV [B]).F.
    
    Separation from Service:Separation from Service shall mean that the Executive has experienced a Termination
of Employment from the Bank. Where the Executive continues to perform services for the
Bank following a Termination of Employment, however, and the facts and circumstances
indicate that such services are intended by the Bank and the Executive to be more than
insignificant services, a Separation from Service will not be deemed to have occurred
and any amounts deferred under this Agreement may not be paid or made available to the
Executive. The determination of whether such services are considered insignificant will
be based upon all facts and circumstances relating to the termination and upon any
applicable rules and regulations issued under §409A of the Code. Military leave, sick
leave, or other bona fide leaves of absence are not generally considered terminations of
employment.G.
    
    Discharge for Cause:Notwithstanding anything herein to the contrary, in the event the Executive shall be
discharged for cause at any time, all benefits provided herein shall be forfeited. For
purposes of this Agreement, Termination for Cause shall include termination because of
the Executives personal dishonesty, willful misconduct, breach of fiduciary duty
involving personal profit, intentional failure to perform stated duties, willful violation
of any law, rule, or regulation which negatively impacts the Bank (other than traffic
violations or similar offenses) or final cease-and-desist order, or material breach of any
provision of this Agreement. For purposes of this Section, the term willful is defined
to include any act or omission which demonstrates the intentional or reckless disregard
for the duties and responsibilities owed to the business of the employer by Executive.H.
    
    Change of Control:Change of Control shall mean a change in ownership or control of the Bank as defined in
Treasury Regulation §1.409A-3(g)(5) or any subsequently applicable Treasury Regulation.I.
    
    Disability:The Executive is considered disabled if the Executive: (i) is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or mental
impairment which can be expected to
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result in death or can be expected to last for a continuous period of not less than twelve
(12) months, or (ii) is, by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last for a
continuous period of not less than twelve (12) months, receiving income replacement
benefits for a period of not less than three (3) months under an accident and health plan
covering employees of the Bank. Medical determination of Disability may be made by either
the Social Security Administration or by the provider of an accident or health plan
covering employees of the Bank. Upon the request of the Plan Administrator, the Executive
must submit proof to the Plan Administrator of Social Security Administrations or the
providers determination.
 J.
    
    Restriction on Timing of Distribution:Notwithstanding any provision of this Agreement to the contrary, distributions to .the
Executive may not commence earlier than six (6) months after the date of a Separation from
Service if, pursuant to §409A of the Code and regulations and guidance promulgated
thereunder, the Executive is considered a specified employee under §416(i) of the Code.
In the event a distribution is delayed pursuant to this paragraph, the originally
scheduled payment shall be delayed for six (6) months, and shall commence instead on the
first day of the seventh month following the delay. 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 payment shall be delayed for six (6) months and instead be
made on the first day of the seventh month.K.
    
    Beneficiary:The Executive shall have the right to name a Beneficiary of the Death Benefit. The
Executive shall have the right to name such Beneficiary at any time prior to the
Executives death and submit it to the Plan Administrator (or Plan Administrators
representative) on the form provided. Once received and acknowledged by the Plan
Administrator, the form shall be effective. The Executive may change a Beneficiary
designation at any time by submitting a new form to the Plan Administrator. Any such
change shall follow the same rules as for the original Beneficiary designation and shall
automatically supersede the existing Beneficiary form on file with the Plan Administrator.
If the Beneficiary predeceases the Executive, or if the Beneficiary is a spouse and the
marriage is dissolved prior to the Executives death, the Beneficiary designation shall be
automatically revoked.
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V.
    
    RETIREMENT BENEFIT AND POST-RETIREMENT DEATH BENEFITUpon the attainment of the Retirement Date, the Bank shall pay the Executive an annual
benefit equal to sixty percent (60%) of the  Executives average highest three (3) years
base salary during the term of the Executives employment with the Bank. Said benefit
shall be paid in equal monthly installments (1/12th of the annual benefit)
until the Executives death at which time the benefits provided hereunder shall cease.
Said payment shall be made the first day of the month following the date of such
retirement.VI.
    
    DEATH BENEFIT PRIOR TO RETIREMENTIn the event the Executive should die while actively employed by the Bank at any time
after the date of this Agreement but prior to the Executive attaining the age of
sixty-five (65) years, the Bank will pay the accrued balance on the date of death, of the
Executives accrued liability retirement account in one (1) lump sum, the first day of the
second month following the Executives death, to the Beneficiary, at which time this
Agreement shall terminate. Said payment due hereunder shall be made by the first day of
the second month following the decease of the Executive.VII.
    
    BENEFIT ACCOUNTING/ACCRUED LIABILITY RETIREMENT
ACCOUNTThe Bank shall account for this benefit using the regulatory accounting principles of the
Banks primary federal regulator. The Bank shall establish an accrued
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liability retirement account for the Executive into which appropriate reserves shall be
accrued.VIII.
    
    VESTINGExecutives interest in the accrued liability retirement account shall be subject to an
annual vesting percentage as set forth herein below for each full year of service with
the Bank from the date of first employment with the Bank (to a maximum of 100%).
 Total Years of Employmentwith the Bank from the date
    
    Vested Percentageof first Employment
    
    (to a maximum of 100%)1-4
    
    0% per year5
    
    
    50%6-10 or more
    
    10% per year
 IX.
    
    DISABILITY, TERMINATION OF EMPLOYMENT, EARLY
RETIREMENT, AND DEATH BENEFIT POST TERMINATION OF
EMPLOYMENT, POST DISABILITY,AND POST EARLY
RETIREMENT AND PRIOR TO COMPLETION OF ANY
INSTALLMENT PAYMENTS HEREUNDER
 A.
    
    Termination of Employment:In the event that the employment of the Executive shall terminate prior to
retirement, early or otherwise, as provided in Paragraph IV, for reasons other
than disability, by the Executives voluntary action, or by the Executives
discharge by the Bank without cause, then the Bank shall pay to the Executive an
amount of money equal to the accrued balance of the Executives liability
retirement account on the date of said termination multiplied by the Executives
cumulative vested percentage (Paragraph VIII). Said payment to be made in a lump
sum thirty (30) days following the Executive attaining Normal Retirement Age
(Subparagraph IV [B]).B.
    
    Disability Benefit:In the event the Executive becomes Disabled as defined in Subparagraph IV (I),
prior to any Termination of Employment, and the Executives employment is
terminated because of such disability, the Executive shall be entitled to
receive one hundred percent (100%) of the Executives Accrued Liability
Retirement Account balance on the date of said termination due to
disability.
Said payment shall commence either: (i) thirty (30) days following said
termination due to disability and shall be paid in equal monthly installments
until the Executive attains age sixty-
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five (65), if the Banks long term disability policy does not offset for other
employer disability payments; or (ii) If the Banks long term disability policy
does offset for other employer disability payments, then payments shall be in sixty
(60) equal monthly installments commencing thirty (30) days following said
termination of the Banks long term disability policy, or when the Executive
attains age sixty-five (65), whichever event shall first occur.C.
    
    Early Retirement:In the event that the Executive shall terminate employment, other than for cause,
prior to retirement but on or subsequent to the Executives Early Retirement Date
(Subparagraph IV [C)]) for reasons other than disability, then the Bank shall pay
to the Executive an amount of money equal to the accrued balance of the
Executives liability retirement account on the date of said early retirement
multiplied by the Executives cumulative vested percentage (Paragraph VI). This
compensation shall be paid in sixty (60) monthly installments
and said payment(s)
shall commence thirty (30) days following said early retirement.D.
    
    Death Benefit:In the event the Executive should die while actively employed by the Bank at any
time after the date of this Agreement but prior to the Executive attaining the age
of sixty-five (65) years, the Bank will pay the accrued balance on the date of
death, of the Executives accrued liability retirement account in one (1) lump sum
to the Beneficiary. Said payment due hereunder shall be made by the first day of
the second month following the decease of the Executive.
 X.
    
    CHANGE OF CONTROLIf the Executive subsequently suffers a Termination of Employment (voluntary or
involuntary), except for cause, anytime subsequent to a Change of Control as defined in
Subparagraph IV (H), then the Executive shall receive the benefits in Paragraph IV herein
upon attaining Normal Retirement Age, as if the Executive had been continuously employed
by the Bank until the Executives Normal Retirement Age.XI.
    
    RESTRICTIONS ON FUNDINGThe Bank shall have no obligation to set aside, earmark or entrust any fund or money with
which to pay its obligations under this Executive Plan. The Executive, their
beneficiary(ies), or any successor in interest shall be and remain
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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 Executive 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 Executive 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 whole or in part. At no time shall
any Executive be deemed to have any lien, right, title or interest in any specific funding
investment or assets of the Bank.If the Bank elects to invest in a life insurance, disability or annuity policy on the
life of the Executive, then the Executive shall assist the Bank by freely submitting
to a physical exam and supplying such additional information necessary to obtain
such insurance or annuities.
 XII.
    
    MISCELLANEOUS
 A.
    
    Alienability and Assignment Prohibition:Neither the Executive, nor the Executives surviving spouse, nor any other
beneficiary(ies) under this Executive 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 Executive or the Executives beneficiary(ies),
nor be transferable by operation of law in the event of bankruptcy, insolvency or
otherwise. In the event the Executive 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 Executive Plan. This Executive 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
Executive, this Executive Plan may be amended or revoked at any time
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or times, in whole or in part, by the mutual written consent
of the
Executive and the Bank. Any such amendment shall be subject to Internal
Revenue Code §409A.D.
    
    Gender:Whenever in this Executive 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.E.
    
    Headings:Headings and subheadings in this Executive Plan are inserted for reference and
convenience only and shall not be deemed a part of this Executive Plan.F.
    
    Applicable Law:The laws of the State of Tennessee shall govern the validity and
interpretation of this Agreement.a.
    
    Partial Invalidity:If any term, provision, covenant, or condition of this Executive 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 Executive Plan shall remain in full force and effect
notwithstanding such partial invalidity.H.
    
    Not a Contract of Employment:This Agreement shall not be deemed to constitute a contract of employment between the
parties hereto, nor shall any provision hereof restrict the right of the Bank to discharge
the Executive, or restrict the right of the Executive to terminate employment.I.
    
    Amend and Restate Entire Agreement:This Agreement shall amend the Executive Salary Continuation Agreement dated March 25,
2003, and shall restate the entire Agreement of the parties pertaining to this particular
Executive Salary Continuation Agreement.
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J.
    
    Tax Withholding:The Bank shall withhold any taxes that are required to be withheld, under §409A of the
Code and regulations thereunder, from the benefits provided under this Agreement. The
Executive acknowledges that the Banks sole liability regarding taxes is to forward any
amounts withheld to the appropriate taxing authority(ies).K.
    
    Opportunity to Consult with Independent Advisors:The Executive acknowledges that he has been afforded the opportunity to consult with
independent advisors of his choosing including, without limitation, accountants or tax
advisors and counsel regarding both the benefits granted to him under the terms of this
Agreement and the: (i) terms and conditions which may affect the Executives right to
these benefits; and (ii) personal tax effects of such benefits including, without
limitation, the effects of any federal or state taxes, §280G of the Code, §409A of the
Code and guidance or regulations thereunder, and any other taxes, costs, expenses or
liabilities whatsoever related to such benefits, which in any of the foregoing instances
the Executive acknowledges and agrees shall be the sole responsibility of the Executive
notwithstanding any other term or provision of this Agreement. The Executive further
acknowledges and agrees that the Bank shall have no liability whatsoever related to any
such personal tax effects or other personal costs, expenses, or liabilities applicable to
the Executive and further specifically waives any right for himself or herself, and his or
her heirs, beneficiaries, legal representative, agents, successor and assign to claim or
assert liability on the part of the Bank related to the matters described above in this
paragraph. The Executive further acknowledges that he has read, understands and consents
to all of the terms and conditions of this Agreement, and that he enters into this
Agreement with a full understanding of its terms and conditions.L.
    
    Permissible Acceleration Provision:Under §409A(a)(3), a payment of deferred compensation may not be accelerated except as
provided in regulations by the Internal Revenue Code. Certain permissible payment
accelerations include payments necessary to comply with a domestic relations order,
payments necessary to comply with certain conflict of interest rules, payments intended
to pay employment taxes, and certain de minimis payments related to the participants
termination of the Executives interest in the plan.
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XIII.
    
    ADMINISTRATIVE AND CLAIMS PROVISIONS
 A.
    
    Plan Administrator:The Plan Administrator of this Executive Plan shall be Mountain National
Bank. As Plan Administrator, the Bank shall be responsible for the
management, control and administration of the Executive Plan. The Plan
Administrator may delegate to others certain aspects of the management and
operation responsibilities of the Executive Plan including the employment of
advisors and the delegation of ministerial duties to qualified individuals.
 B.
    
    Claims Procedure:
 a.
    
    Filing a Claim for Benefits:Any insured, beneficiary, or other individual, (Claimant) entitled
to benefits under this Executive Plan will file a claim request with
the Plan Administrator. The Plan Administrator will, upon written
request of a Claimant, make available copies of all forms and
 instructions necessary to file a claim for benefits or advise the
Claimant where such forms and instructions may be obtained. If
the claim relates to disability benefits, then the Plan Administrator
shall designate a sub-committee to conduct the initial review of the
claim (and applicable references below to the Plan Administrator
shall mean such sub-committee).b.
    
    Denial of Claim:A claim for benefits under this Executive Plan will be denied if the Bank determines that the
Claimant is not entitled to receive benefits under the Executive Plan. Notice of a denial shall be
furnished the Claimant within a reasonable period of time after receipt of the claim for benefits
by the Plan Administrator. This time period shall not exceed more than ninety (90) days after the
receipt of the properly submitted claim. In the event that the claim for benefits pertains to
disability, the Plan Administrator shall provide written notice within forty-five (45) days.
However, if the Plan Administrator determines, in its discretion, that an extension of time for
processing the claim is required, such extension shall not exceed an
additional ninety (90) days.
In the case of a claim for disability benefits, the forty-five (45) day review period may be
extended for up to thirty (30) days if necessary due to circumstances beyond the Plan
Administrators control, and for an  additional thirty (30) days, if necessary. Any extension
notice shall
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indicate the special circumstances requiring an extension of time and the date by which
the Plan Administrator expects to render the determination on review.c.
    
    Content of Notice:The Plan Administrator shall provide written notice to every Claimant who is denied a
claim for benefits which notice shall set forth the following:
 (i.)
    
    The specific reason or reasons for the denial;(ii.)
    
    Specific reference to pertinent Executive Plan provisions on which the
denial is based;(iii.)
    
    A description of any additional material or information necessary for the
Claimant to perfect the claim, and any explanation of why such material or
information is necessary; and(iv.)
    
    Any other information required by applicable regulations, including with
respect to disability benefits.
 d.
    
    Review Procedure:The purpose of the Review Procedure is to provide a method by which a Claimant may have a
reasonable opportunity to appeal a denial of a claim to the Plan Administrator for a full
and fair review. The Claimant, or his duly authorized representative,
may:
 (i.)
    
    Request a review upon written application to the Plan Administrator.
Application for review must be made within sixty (60) days of receipt of written
notice of denial of claim. If the denial of claim pertains to disability,
application for review must be made within one hundred eighty (180) days of receipt
of written notice of the denial of claim;(ii.)
    
    Review and copy (free of charge) pertinent Executive Plan documents,
records and other information relevant to the Claimants claim for benefits;(iii.)
    
    Submit issues and concerns in writing, as well as documents, records, and other
information relating to the claim.
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e.
    
    Decision on Review:A decision on review of a denied claim shall be made in the following manner:
 (i.)
    
    The Plan Administrator may, in its sole discretion, hold a hearing on the
denied claim. If the Claimants initial claim is for disability benefits, any review
of a denied claim shall be made by members of the Plan Administrator other than the
original decision maker(s) and such person(s) shall not be a subordinate of the
original decision maker(s). The decision on review shall be made promptly, but
generally not later than sixty (60) days after receipt of the application for review.
In the event that the denied claim pertains to disability, such decision shall not be
made later than forty-five (45) days after receipt of the application for review. If
the Plan Administrator determines that an extension of time for processing is
required, written notice of the extension shall be furnished to the Claimant prior to
the termination of the initial sixty (60) day period. In no event shall the
extension exceed a period of sixty (60) days from the end of the initial period. In
the event the denied claim pertains to disability, written notice of such extension
shall be furnished to the Claimant prior to the termination of the initial forty-five
(45) day period. In no event shall the extension exceed a period of thirty (30) days
from the end of the initial period. The extension notice shall indicate the special
circumstances requiring an extension of time and the date by which the Plan
Administrator expects to render the determination on review.(ii.)
    
    The decision on review shall be in writing and shall include
specific reasons for the decision written in an
understandable manner with specific references to the
pertinent Executive Plan provisions upon which the
decision is based.(iii.)
    
    The review will 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. Additional considerations shall be required in the case of a claim
for disability benefits. For example, the claim will be reviewed without deference
to
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the initial adverse benefits determination and, if the initial
adverse benefit determination was based in whole or in part on a
medical judgment, the Plan Administrator will consult with a
health care professional with appropriate training and experience
in the field of medicine involving the medical judgment. The
health care professional who is consulted on appeal will not be
the same individual who was consulted during the initial
determination or the subordinate of such individual. If the Plan
Administrator obtained the advice of medical or vocational experts
in making the initial adverse benefits determination (regardless
of whether the advice was relied upon), the Plan Administrator
will identify such experts.
 (iv.)
    
    The decision on review will
include a statement that the Claimant is entitled to receive, upon
request and free of charge, reasonable access to, and copies of, all
documents, records or other information relevant to the Claimants
claim for benefits.
 f.
    
    Exhaustion of Remedies:A Claimant must follow the claims review procedures under this Executive
Plan and exhaust his or her administrative remedies before taking any
further action with respect to a claim for benefits.
 C.
    
    Arbitration:If a claimant continues to dispute the benefit denial based upon completed
performance of this Executive Plan or the meaning and effect of the terms and
conditions thereof, then the claimant may submit the dispute to an arbitrator for
final arbitration. The arbitrator shall be selected by mutual agreement of the
Bank and the claimant. 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.
 XIV.
    
    TERMINATION OR MODIFICATION OF AGREEMENT BY REASON OF CHANGES IN THE LAW, RULES OR
REGULATIONSThe 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 Executive Plan,
then the Bank reserves the right to terminate or
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modify this Agreement accordingly. If this Agreement is terminated, any payment made to the
Executive shall be in accordance with the Internal Revenue Code
§409A. Upon a Change of Control, this paragraph shall become null and void effective
immediately upon said Change of Control.
 IN WITNESS WHEREOF,
 MOUNTAIN NATIONAL BANKSevierville, Tennessee/s/
Beverly J. Bosch
    
    By:
    
    /s/ Michael L.
Brown                                 EVPWitness
    
    
    
    (Bank Officer other than Insured)          Title/s/ [ILLEGIBLE]
    
    /s/ Grace D. McKinzieWitness
    
    Grace D. McKinzie
 15