Adopted: 12/17/08


 


COMMUNITY BANK-WHEATON/GLEN ELLYN 


DIRECTORS RETIREMENT PLAN 


 


The Board of Directors
of Community Bank-Wheaton/Glen Ellyn (the “Bank”) adopted the Community Bank Directors Retirement Plan, effective December
31, 2008, in order to recognize the contributions of its directors to the success of the
Bank, as well as to encourage the continued contributions of the directors to the Bank’s long-term success.


 


This document (the “409A
Program”) amends and restates the Plan effective as of January 1, 2005, and it sets forth the terms of the Plan applicable
to vested benefits subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), i.e., vested
benefits accrued after December 31, 2004.


 


Other vested benefits
under the Plan shall be governed by a separate document that sets forth the pre-Section 409A terms of the Plan (the “Pre-409A
Program”). Together, this document and the document for the Pre-409A Program describe the terms of a single plan. However,
amounts subject to the terms of this 409A Program and amounts subject to the terms of the Pre-409A Program shall be tracked separately
at all times. The preservation of the terms of the Pre-409A Program, without material modification, and the separation between
the 409A Program amounts and the Pre-409A Program amounts are intended to permit the Pre-409A Program to remain exempt from Section
409A, and the administration of the Plan shall be consistent with this intent.


 


Article
1 


Definition



 


Whenever used in this Plan, the following
words and phrases shall have the meanings specified:


 


Account means the Bank’s accounting
of the Participant’s accumulated benefits.


 


Bank means Community Bank-Wheaton/Glen
Ellyn.


 


Benefit Election Form means the Form
attached as Exhibit 1.


 


Change in Control
means a “change in ownership,” a “change in effective control” or a “change in ownership of a
substantial portion of assets,” as such terms are defined for purposes of Section 409A of the Code.


 


Code means the Internal Revenue Code
of 1986, as amended.


 


Director means a member of the Board of Directors
of the Bank.


 


Disability means the Participant
is unable to engage in any substantial activity by reason of any medically determinable physical or mental impairment that can
be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months.


 


Participant means a Director who
participates in the Plan.


 


Effective Date means January 1, 2005,
as referenced in the opening paragraphs of this Plan.


 


Plan Year means the calendar year.


 




    	 



    	 



    

 


Separation from Service means, the
Participant’s death or the effective date of the Participant’s “Separation from Service” within the meaning
of Section 409A of the Code.


 


Article
2


Account


 


2.1           Establishing and Crediting. The Bank
shall establish an Account on its books for each Participant and shall credit to the Participant’s Account the following
amounts for each Plan Year in which the Director is in active service with the Board of Directors as of the last day of the Plan
Year:


 


2.1.1     Accrued Benefit. The retainer for services
with the Board of Director of the Bank for that Plan Year.


 


2.2           Accounting Device Only. The Account
is solely a device for measuring amounts to be paid under this Plan. The Account is not a trust fund of any kind. The Participant
is a general unsecured creditor of the Bank for the payment of benefits. The benefits represent the mere promise of the Bank to
pay such benefits. The Participant’s rights are not subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment, or garnishment by the Participant’s creditors.


 


Article
3


Payment
of Benefits


 


3.1           Separation from Service Benefit. Upon
Separation from Service for any reason, the Bank shall pay to the Participant the benefit described in this Section 3.1 in lieu
of any other benefit under the Plan.


 


3.1.1       Amount
of Benefit. The benefit under this Section 3.1 is the vested Account balance at the Participant’s Separation from Service.


 


3.1.2     Vested Benefit. Each Participant shall become
vested (i.e., earn a non-forfeitable interest) in his Account in accordance with the following schedule:


 


	Years of Service	 	% of Accrued Benefit

(Account) Earned
	Less than 5 years	 	0%
	5	 	20%
	6	 	30%
	7	 	40%
	8	 	50%
	9	 	60%
	10	 	70%
	11	 	80%
	12	 	90%
	13	 	100%


 


Notwithstanding the above schedule, a Participant will be 100%
vested at age 75 or upon the Change in Control.


 




    	2



    	 



    

 


3.1.3       Payment of Benefit. The Bank shall pay
the benefit under this Section 3.1 to the Participant in accordance with the Participant’s prior valid election (i) in a
lump sum as soon as practicable following the Participant’s Separation from Service or (ii) as a monthly benefit in equal
monthly installments payable over a period of one hundred twenty (120) months on the first day of each month commencing with the
month following the Participant’s Separation from Service. Installment payments shall be calculated as a fixed amount which
amortizes the Participant’s Account balance in equal monthly installments. For purposes of determining the amount of a lump
sum payment, the monthly installments shall be discounted to the lump sum payment date, using a discount rate of six (6) percent.
Notwithstanding the foregoing, the Participant’s benefit shall automatically be paid in a lump sum as soon as practicable
following the Participant’s Separation from Service if (i) the Participant has failed to timely make an election for the
payment of the benefit, or (ii) the value of the Participant’s Account as of the date of the Participant’s Separation
from Service is ten thousand dollars ($10,000) or less.


 


3.2          Change in Control Benefit. If irrevocably
elected by the Participant on a Benefit Election Form (Exhibit 1) duly completed, executed and submitted to the Bank by the later
of (i) the date which is thirty (30) days following the Participant’s initial participation under the Plan, or (ii) December
31, 2008, the Bank shall pay to the Participant the benefit described in this Section 3.2.


 


3.2.1      Amount of Benefit. The benefit under this
Section 3.2 is the Account balance (which shall vest 100% upon a Change in Control) at the Change in Control.


 


3.2.2      Payment of Benefit. The Bank shall pay
the benefit under this Section 3.2 to the Participant in accordance with the Participant’s prior valid election (i) in a
lump sum as soon as practicable following the Change in Control or (ii) as an annual benefit in one hundred twenty (120) equal
monthly installments on the first day of each month commencing with the month following the Change in Control. For purposes of
determining the amount of a lump sum payment, the monthly installments shall be discounted to the lump sum payment date, using
a discount rate of six (6) percent. Notwithstanding the foregoing, the Participant’s benefit shall automatically be paid
in a lump sum as soon as practicable following the Change in Control if the value of the Participant’s Account as of the
date of the Change in Control is ten thousand dollars ($10,000) or less.


 


3.3          Death During Active Service. If the
Participant dies while in active service of the Bank, the Bank shall pay to the participant’s beneficiary the benefit described
in this Section 3.3.


 


3.3.1       Amount of Benefit. The benefit under this
Section 3.3 is the vested account balance at the date of the Participant’s death.


 


3.3.2      Payment of Benefit. The Bank shall pay the
benefit to the beneficiary in the form elected by the Participant on the Benefit Election Form and in effect at death.


 


3.4          Death During Benefit Period. If the
Participant dies after the benefit payments have commenced under this Agreement but before receiving all such payments, the Bank
shall pay the remaining benefits to the Participant’s beneficiary at the same time and in the same amounts they would have
been paid to the Participant had the Participant survived.


 


3.5          Disability. If a Participant incurs
a Disability prior to a Separation from Service, the Bank shall pay his vested Account to him in one hundred (120) equal monthly
installments commencing as of the first day of the month following the month in which he is determined to be disabled. This benefit
shall be in lieu of any other benefit under this Plan.


 




    	3



    	 



    

 


3.6         Transition Elections. On or before
December 31, 2008, if a Participant wishes to change his payment election as to the form of payment, the Participant may do so
by completing a payment election form, provided that any such election (i) must be made prior to the Participant’s Separation
form Service, (ii) shall not take effect before the date that is 12 months after the date the election is made, (iii) cannot apply
to amounts that would otherwise be payable in 2008 and may not cause an amount to be paid in 2008 that would otherwise be paid
in a later year. A lump sum payment shall be made within sixty (60) days following the date the Participant becomes entitled to
receive a benefit under the Plan.


 


Article
4


Claims
and Review Procedures


 


4.1         Claims Procedure. The Bank shall notify
any person or entity that makes a claim against the Agreement (the “Claimant”) in writing within ninety (90) days of
Claimant’s written application for benefits, of his or her eligibility or non-eligibility for benefits under the Agreement.
If the Bank determines that the Claimant is not eligible for benefits or full benefits, the notice shall set forth (1) the specific
reasons for such denial, (2) specific reference to the provisions of the Agreement on which the denial is based, (3) a description
of any additional information or material necessary for the Claimant to perfect his or her claim and a description of why it is
needed and (4) an explanation of the Agreement’s claims review procedure and other appropriate information as to the steps
to be taken if the Claimant wishes to have the claim reviewed. If the Bank determines that there are special circumstances requiring
additional time to make a decision, the Bank shall notify the Claimant of the special circumstances and the date by which a decision
is expected to be made, and may extend the time for up to ninety (90) days.


 


4.2          Review Procedure. If the Claimant
is determined by the Bank not to be eligible for benefit, or if the Claimant believes that he or she is entitled to greater or
different benefits, the Claimant shall have the opportunity to have such claim reviewed by the Bank by filing a petition for review
with the Bank within sixty (60) days after receipt of the notice issued by the Bank. Said petition shall state the specific reasons
which the Claimant believes entitle him or her to benefits or to greater or different benefits. Within sixty (60) days after receipt
by the Bank of the petition, the Bank shall afford the Claimant (and counsel, if any) an opportunity to present his of her position
to the Bank verbally or in writing, and the Claimant (or counsel) shall have the tight to review the pertinent documents. The Bank
shall notify the Claimant of its decision in writing within the 60-day period stating specifically the basis of its decision, written
in a manner calculated to be understood by the Claimant and the specific provisions of the Agreement on which the decision is based.
If, because of the need for a hearing, the 60day period is not sufficient, the decision may be deferred for up to another sixty
(60) days at the election of the Bank, but notice of this deferral shall be given to the Claimant.


 


Article
5


Amendments
and Termination


 


5.1          Termination. Although the Bank anticipates
that it will continue the Plan for an indefinite period of time, there is no guarantee that the Bank will continue the Plan or
will not terminate the Plan at any time in the future. Accordingly, the Bank reserves the right to discontinue its sponsorship
of the Plan and/or to terminate the Plan at any time with respect to any or all of the Participants, by action of its full Board
of Directors. The termination of the Plan shall not adversely affect any Participant’s or beneficiary’s right to receive
the payment of any benefits under the Plan as of the date of termination, including the right of the Participant or beneficiary
to be paid Plan vested benefits accrued through the date of termination in accordance with the Plan terms and the Participant’s
distribution elections in effect at the time of termination.


 




    	4



    	 



    

 


5.2          Amendment. The Bank may, at any
time, amend or modify the Plan in whole or in part, by action of its full Board of Directors; provided, however, that no
amendment or modification shall be effective to decrease or restrict the rights of a Participant is his Account in existence
at the time the amendment or modification is made, including the right to be paid Plan benefits accrued through the date of
the amendment or modification in accordance with the Plan terms and the Participant’s distribution elections in effect
at the time of the amendment or modification.


 


Article
6


Miscellaneous


 


6.1         Binding Effect. This Plan shall bind
each participating Participant and the Bank and their respective beneficiaries, survivors, executors, administrators and transferees.


 


6.2         No Guarantee of Service. This Plan
is not a contract for service. It does not give a Participant the right to remain in the service of the Bank, nor does it interfere
with the Bank’s right to replace a Participant. It also does not require a Participant to remain in the service of the Bank
nor interfere with the Participant’s right to terminate service at any time.


 


6.3         Non-Transferability. Benefits under
this Plan cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.


 


6.4         Tax Withholding. The Bank shall withhold
any taxes that are required to be withheld from the benefits provided under this Plan.


 


6.5         Applicable Law. The Plan and all rights
hereunder shall be governed by the laws of Illinois, except to the extent preempted by federal law.


 


6.6         Unfunded Arrangement. Each Participant
and any beneficiary of such Participant are general unsecured creditors of the Bank for the payment of benefits under this Plan.
The benefits represent the mere promise by the Bank to pay such benefits. The rights to benefits are not subject in any manner
to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance
on a Participant’s life is a general asset of the Bank to which the Participant and the Participant’s beneficiary have
no preferred or secured claim.


 


6.7         Reorganization. The Bank shall not
merge or consolidate into or with another entity, or reorganize, or sell substantially all of its assets to another entity, firm,
or person unless such succeeding or continuing entity, firm, or person agrees to assume and discharge the obligations of the Bank
under this Plan. Upon the occurrence of such event, the term “Bank” as used in this Plan shall be deemed to refer to
the successor or survivor entity.


 


6.8         Entire Agreement. This Plan constitutes
the entire agreement between the Bank and a participating Participant as to the subject matter hereof. No rights are granted to
a Participant by virtue of this Plan other than those specifically set forth herein.


 


6.9         Administration. The Board of Directors
of the Bank shall have powers which are necessary to administer this Plan, including but not limited to:


 


(a)         Interpreting the provisions of the Plan;


 


(b)         Establishing and revising the method of accounting
for the Plan;


 




    	5



    	 



    

 


(c)         Maintaining a record of benefit payments; and


 


(d)         Establishing rules and prescribing any forms necessary
or desirable to administer the Plan.


 


6.10       Prohibited Acceleration/Distribution Timing.
This Section shall take precedence over any other provision of the Plan to the contrary. No provision of this Plan shall be followed
if following the provision would result in the acceleration of the time or schedule of any payment from the Plan (i) as would require
income tax to a Participant prior to the date on which the amount is distributable to or on behalf of the Participant under Article
3 or (ii) which would result in penalties to the Participant under Section 409A of the Code. In addition, if the timing of any
distribution election would result in any tax or other penalty (other than ordinarily payable Federal, state or local income or
payroll taxes), which tax or penalty can be avoided by payment of the distribution at a later time, then the distribution shall
be made (or commence, as the case may be) on (or as soon as practicable after) the first date on which such distributions can be
made (or commence) without such tax or penalty.


 


6.11       Aggregation of Employers. To the
extent required under Section 409A of the Code, if the Bank is a member of a controlled group of corporations or a group of trades
or business under common control (as described in Section 414(b) or (c) of the Code), all members of the group shall be treated
as a single employer for purposes of whether there has occurred a Separation from Service and for any other purposes under the
Plan as Section 409A of the Code shall require.


 


6.12       Designation of Beneficiary(ies).
Each Participant shall have the right to designate a beneficiary or beneficiaries (including contingent beneficiaries) to receive
any benefits payable upon the death of a Participant. No such designation shall be effective unless completed and submitted in
accordance with rules and procedures established by the Bank for this purpose. In the absence of an effective beneficiary designation,
the Participant’s designated beneficiary shall be assumed to be the Participant’s surviving spouse or, if none, the
Participant’s estate.


 


6.13       Consulting. The Participant agrees
that as long as he continues to receive payments hereunder and as long as he is physically and mentally able to do so. He will
consult with the Bank in an advisory capacity, in person if he is residing in the vicinity of Glen Ellyn, Illinois, and by telephone
and by mail if he shall not be residing in said vicinity when reasonably requested to do so by the Bank. The Bank and the Participant
agree that the Participant will render such consulting services as an independent contractor and shall receive a separate remuneration
when performing such services. If the Participant does not comply with this provision of the agreement, the Bank may, at its own
discretion, suspend, reduce, or terminate any or all of the benefits provided under this agreement for the benefit of the Participant
and his beneficiaries. It is intended that the amount of consulting services performed by the Participant shall not cause the Participant
not to have incurred a Separation from Service for purposes of Section 409A of the Code.


 


6.14       Compliance with Section 409A of the Code.
Despite any contrary provision of this Agreement, if, when a Participant’s service terminates, the Participant is a “specified
employee,” as defined in Section 409A of the Code, and if any payments under this Plan will result in additional tax or interest
to the Participant because of Section 409A of the Code, the Participant shall not be entitled to the such payments until the earliest
of (i) the date that is at least six months after termination of the Participant’s employment for reasons other than the
Participant’s death, (ii) the date of the Participant’s death, or (iii) any earlier date that does not result in additional
tax or interest to the Participant under Section 409A of the Code. If any provision of this Agreement would subject the Participant
to additional tax or interest under Section 409A of the Code, the Bank shall reform the provision. However, the Bank shall maintain
to the maximum extent practicable the original intent of the applicable provision without subjecting the Participant to additional
tax or interest.


 




    	6



    	 



    

 


EXHIBIT 1


 


COMMUNITY
BANK-WHEATON/GLEN ELLYN 


DIRECTORS’ RETIREMENT PLAN


 


Benefit Election Form/Beneficiary Designation


 


PARTICIPANT
INFORMATION (Please Print in Ink)


 


	Name:	 
	Social Security Number:	 
	Address:	 
	Telephone Number:	 


 


I.
        FORM OF DISTRIBUTION. I request payments under the plan to be made in the following forms and at the following times
(check one under each category as applicable):


 


A.         In the event benefits
become payable to me upon Separation from Service, I hereby elect that such payments be made to me in the following form:


 


(1)       £   As
an annual benefit payable in twelve (12) equal monthly installments over a period of 10 years commencing with the month following
my Separation from Service or on the following date after my Separation from Service:__________________.


 


(2)       £   As
a lump sum payable as soon as practicable following my Separation from Service.


 


B.        I hereby elect
that any benefits due to me under this Plan be paid upon the occurrence of a Change in Control in the following form:


 


(1)       £    As
an annual benefit in twelve (12) equal monthly installments payable over a period of 10 years on the first day of each month commencing
with the month following a Change in Control.


 


(2)       £    As
a lump sum payable as soon as practicable following a Change in Control.


 


(3)       £    I
hereby elect not to have my benefits payable upon a Change in Control, but instead to have my benefits paid upon the occurrence
of a benefit entitlement event (i.e., Separation from Service) occurring at a later date.


 




    	 



    	 



    

 


II.         BENEFICIARY DESIGNATION


 


I hereby revoke any prior designations
of death benefit beneficiary/ies under the Plan, and I hereby designate the following beneficiary/ies to receive any benefit payable
on account of my death under the Plan, subject to my right to change this designation and subject to the terms of the Plan:


 


	 	A.	Primary Beneficiary/ies


 


	 	Name/Address/Telephone	 
	 	 	 
	 	Relationship to Participant	 
	 	% of Plan Benefit	 
	 	Date of Birth	 
	 	Social Security Number	 


 


		B.	Contingent Beneficiary/ies (Will receive indicated
portions of Plan benefit if no Primary Beneficiary/ies survive the Participant)



 


	 	Name/Address/Telephone	 
	 	 	 
	 	Relationship to Participant	 
	 	% of Plan Benefit	 
	 	Date of Birth	 
	 	Social Security Number	 


 


I acknowledge that I have been given a
copy of the Plan and I agree that the above elections and designations are subject to all of the terms of the Plan. All capitalized
terms not defined in this Benefit Election Form shall have the same meaning as indicated in the Plan.


 


	Date:	 	 	Signature:	 	 


 




    	2