EXHIBIT 10.14 

FIRST BANK
SALARY PHANTOM STOCK PLAN 

I. PURPOSE OF THE PLAN


     First Bank
(the “Company”) adopts the First Bank Salary Phantom Stock Plan (the “Plan”) for
certain executive Employees of the Company. The Plan is created to promote the
growth of the Company by attracting and retaining personnel with the ability to
make a substantial contribution to the success of the Company.

    
The Company intends that the Plan shall at all times be administered and
interpreted as an unfunded Plan for a select group of management and highly
compensated employees who contribute materially to the continued growth of the
Company and so as to qualify for all available exemptions from Title I of the
Employee Retirement Income Security Act of 1974, if it is applicable.


    
This Plan shall be effective as of March 31, 2012.

II. DEFINITIONS 

    
2.1 “Account” means a bookkeeping device established on the books of account of the
Company to measure amounts accumulated by and payable to Participants and
Beneficiaries. 

    
2.2 “Administrator” or “Plan
Administrator” means a committee or an
individual appointed by the Board of Directors of First Banks, Inc. to
administer the Plan. 

    
2.3 “Affiliate” means (1) a corporation that is a member of the same
controlled group of corporations (pursuant to Section 414(b) of the Code) as the
Company, (2) a trade or business (whether or not incorporated) under common
control (pursuant to Section 414(c) of the Code) with the Company, (3) any
organization (whether or not incorporated) that is a member of an affiliated
service group (as described in Section 414(m) of the Code) that includes the
Company, a corporation described in clause (1) or a trade or business described
in clause (2), or (d) any other entity that is required to be aggregated with
the Company pursuant to Regulations promulgated under Section 414(o) of the
Code.

    
2.4 “Award” means a grant of Phantom Units. 

    
2.5 “Award Agreement” an agreement entered into between the Company and the
Participant evidencing the terms of Phantom Units. 

    
2.6 “Beneficiary” means the person who becomes entitled to receive a
Participant’s interest in the Plan in the event of a Participant’s death.


    
2.7 “Code” means the Internal Revenue Code of 1986, as amended. 








    
2.8 “Company” means First Bank. 

    
2.9 “Employee” means an individual whose relationship with the Company or
an Affiliate is, under the common law, that of an employee. Any individual who
has been engaged by the Company or an Affiliate to provide services as a
consultant, independent contractor, director, leased employee (including those
defined in Code Section 414(2)), pursuant to written agreement or classification
established by the Company or Affiliate, shall not be considered to be an
Employee. In addition, any such service provider who is subsequently found,
pursuant to judicial or governmental agency determination, to be or to have been
a common law employee shall, nevertheless, not be considered an Employee.


    
2.10 “Participant” means an Employee who is eligible to receive an Award of
Phantom Units including any Employee who has received an Award and who has an
Account in the Plan whose value has not been paid out. 

    
2.11 “Phantom Unit” means a contractual right to receive a payment in cash equal
to the Value of a Phantom Unit as determined below plus other benefits or rights
specified in any applicable Award Agreement.

    
2.12 “Plan” means the First Bank Phantom Salary Stock Plan, as it may be amended
from time to time. 

    
2.13 “Value of a Phantom
Unit” shall be determined as follows. The
Value of a Phantom Unit granted during the period from the date of adoption of
the Plan through April 29, 2012 shall equal ten dollars ($10.00). The Value of
each Phantom Unit thereafter shall be re-determined effective as of the
30th day of the first month of each of each subsequent calendar
quarter by application of the following formula: 

    
Value of a Phantom Unit = .85A + B/15,000,000 + C/15,000,000 

Where the variables have the following
assigned meanings: 

A equals the
Value of a Phantom Unit at the start of the current calendar quarter.


B equals
consolidated Pre-Tax Net Income for the Company for the immediately preceding
calendar quarter as determined for financial statement purposes, using generally
accepted accounting principles and adjusted for or excluding significant,
extraordinary, nonrecurring or unusual items as determined to be appropriate in
the discretion of the Plan Administrator and as approved by the Compensation
Committee of the Board of Directors of First Banks, Inc.

C equals
Pre-Tax Net Income as determined above and further adjusted to exclude the
Provision for Loan Losses, Loan Professional Fees, ORE write-downs, and ORE
expenses reflected on the Company’s financial statements for the immediately
preceding calendar quarter.

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The Value of a Phantom Unit will be
determined once per quarter, on the 30th day following the end of the
prior calendar quarter using the foregoing calculation. The Value of a Phantom
Unit so determined will be applicable starting on the 30th day of the
first month of each calendar quarter until re-determined on the 30th
day of the first month of the next calendar quarter.

III. ELIGIBILITY.

     Participants
will be chosen from time to time by the Administrator, in his or her sole
discretion, from Employees who are considered Senior Executive Officers, as
defined in Section 111 of the Emergency Economic Stabilization Act of 2008
(“EESA”) as amended by the American Recovery and Reinvestment Act of 2009
(“ARRA”), and regulations issued thereunder, and Most-Highly Compensated
Employees (who are not Senior Executive Officers) as defined in 31 CFR Part 30,
§30.1, Q-1 (definition of Most Highly Compensated Employee) of regulations
issued pursuant to EESA and ARRA as related to entities who have received
financial assistance under the Troubled Assets Relief Program.

IV. GRANTING OF AWARDS


    
4.1 Grant of Awards. The Administrator may, in his or her sole discretion and at
any time, grant Awards of Phantom Units to any Participant. Participation in the
Plan will be evidenced by an Award Agreement containing such terms and
conditions, not inconsistent with the Plan, as the Administrator determines
appropriate. Participation will become effective upon the execution by the
Participant of an Award Agreement 

    
4.2 Awards as Salary. Awards will be
granted as part of a Participant’s base salary on a semi-monthly installment
basis, in such specific dollar amount as determined appropriate by the
Administrator and as Phantom Units, net of applicable withholdings and other
deductions. 

    
4.3 Phantom Units Awarded. The number of
Phantom Units to be awarded to a Participant for any pay period will be
determined by (1) identifying the amount of salary to be awarded as Phantom
Units, (2) subtracting from that salary amount all applicable tax withholdings
and other deductions immediately applicable, i.e. taxes under the Federal
Insurance Contributions Act, 26 U.S.C. §§3101 through 3128 and not income taxes,
to generate a preliminary net salary, (3) then dividing the preliminary net
salary amount to be paid in Phantom Units by the Value of a Phantom Unit in
effect on the day on which the Award is made. 

    
4.4 Payroll Practices. Except as otherwise
determined by the Plan Administrator, Participant’s salary shall be payable
pursuant to regular Company payroll practices for similarly situated employees,
as in effect from time to time. The Company shall satisfy all applicable
withholding and deduction obligations as it determines appropriate.

    
4.5 Adjustment of Phantom Units. To the
extent that the Value of a Phantom Unit cannot reasonably be re-determined on
the 30th day of the first day of the month following the end of the
prior calendar quarter due to a delay in determination of the Company’s
financial results or other reasons, the number of Phantom Units to be awarded
will be determined preliminarily using the Value of a Phantom Unit for the prior
quarter. The number of Phantom Units awarded will be adjusted as soon as
practicable after a determination of the financial results of the prior
quarter.

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V. VESTING OF AWARDS OF PHANTOM UNITS 

     Each
individual Award of Phantom Units shall be fully vested and shall become
non-forfeitable upon its grant as salary and shall not be forfeited under any
circumstance, except to correct a mistake or to adjust as appropriate with
respect to a material restatement of earnings after the 30th day of
the first month of a quarter. Provided, however, that no Participant or
Beneficiary shall have any vested or non-forfeitable right to continuation of
this Plan, or Awards of Phantom Units, any options or elections or compensation
deferral opportunities hereunder. Furthermore, no Participant shall have any
vested or non-forfeitable right to continued deferrals of compensation or to any
values or benefits associated therewith.

VI. PARTICIPANT ACCOUNTS, CREDITING OF PHANTOM UNITS AND
VALUE 

    
6.1 Establishment of Accounts. An Account
shall be established on the books of the Company for each Participant to whom
Phantom Units have been awarded and shall be maintained as the Administrator
determines appropriate.

    
6.2 Crediting Compensation Deferrals to Elective Deferral Accounts and Tax
Withholding. The Plan Administrator shall credit to each Participant’s Account all
Phantom Units awarded to the Participant as soon as practicable after the date
on which the Units would otherwise have been paid as cash compensation.


    
6.3 Risk
of Loss. Each Participant assumes the risk of
gain or loss for any change in value of his or her Account and Phantom Units
based upon the fluctuation in the Value of a Phantom Unit.

    
6.4 Valuation of Accounts. The value of a
Participant’s Account as of any Valuation Date shall equal the sum of (a) all
Phantom Units credited to the Participant’s Account, less (b) all Phantom Units
credited to the Participant’s Account that have been cashed out or distributed
to the Participant or the Participant’s Beneficiary, (c) multiplied by the Value
of a Phantom Unit in effect as of the date of measurement.

    
6.5 Statement of Account. The Plan
Administrator shall provide, or make available, to each Participant, at least
annually, a statement setting forth the balance of the Participant’s
Account.

VII. PAYMENT OF VALUE OF AWARDS OF
PHANTOM UNITS

    
7.1 Payment. A payment shall be made to a Participant in settlement of and in
exchange for Participant’s Phantom Units in the manner, time and amount
described below. 

    
7.2 Quarterly
Distributions. The Value of Phantom Units
credited to a Participant’s Account during each calendar quarter will be paid to
the Participant (or the Participant’s Beneficiary if the Participant is
deceased) in cash within 30 days following the fourth quarterly determination of
value, as provided in section 2.13, after the award of Phantom Units to the
Participant. The Value of those Phantom Units will be determined using the Value
of a Phantom Unit in effect on the last day of the calendar quarter that is one
year after the close of the calendar quarter in which the Units were awarded.
For example, if a Participant is awarded Phantom Units in March 2012, the
Participant will be paid in cash for those Units no later than May 30, 2013
using a Value of Phantom Units effective April 30, 2013 as determined in Section
II of this Plan.

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     7.3
Cancellation of Distributed Phantom
Units. Phantom Units whose Value has been
distributed will be cancelled, will be removed from the Participant’s Account
and will no longer have any value.

VIII. BENEFICIARY AND BENEFICIARY DESIGNATION 

    
8.1 Beneficiary Designation. Subject to
Section 8.2, each Participant may designate one (1) or more person(s) or an
entity(ies) as Beneficiary (both primary as well as contingent) to whom Plan
benefits shall be paid in the event of such Participant’s Death prior to
complete distribution of the Participant’s Account. Each Beneficiary designation
shall be in a writing as prescribed by the Plan Administrator and shall be
effective only when filed with the Plan Administrator during the Participant’s
lifetime as the Administrator may establish.

    
8.2 Changing Beneficiary. Any Beneficiary
designation may be changed by a Participant without the consent of the
previously named Beneficiary by filing of a new Beneficiary designation with the
Plan Administrator. Filing of a properly completed Beneficiary designation shall
cancel all Beneficiary designations previously filed. 

         
(a) No
Beneficiary Designation. If any Participant
fails to properly designate a Beneficiary or if the Beneficiary(ies) designated
predecease the Participant, the Participant’s Beneficiary shall be the
Participant’s surviving spouse, if any. If the Participant is not survived by a
spouse, then the entire remaining undistributed balance to the credit of the
Participant in his or her Account shall be paid: (i) first, to the Participant’s
children (including adopted children) per
stirpes and (ii) second, if no spouse or
children survive the Participant, to the Participant’s estate. 

         
(b) Beneficiary of a Beneficiary. If a
Participant dies and has left a valid Beneficiary designation or has a surviving
spouse who becomes the Beneficiary at death, and the Beneficiary dies after the
Participant before all balances due have been paid, then the Participant’s
Account balances shall be distributed to the estate or personal representative
of the deceased Beneficiary. 

         
(c) Automatic Beneficiary Change. If a
Participant designates as Beneficiary his or her spouse and the Participant
later becomes divorced from that spouse, the former spousal beneficiary
designation automatically shall become null and void; provided, however, the
Participant may reactivate such designation by naming the former spouse as
Beneficiary after the date upon which the divorce became final. 

    
8.3 Effect of Payment. Payment to a
specified or deemed Beneficiary shall completely discharge the Company’s
obligations under this Plan. 

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IX. ADMINISTRATION 

    
9.1 Plan
Administrator. The Plan Administrator shall
have the powers, rights and duties set forth in the Plan and shall have full
discretionary authority to interpret the Plan and resolve all questions under
it. The Plan Administrator shall also be authorized to prescribe and rescind any
rules as it deems appropriate for proper Plan administration. If a Participant
is assisting the Plan Administrator (either individually or as a member of a
committee), the Participant may not decide or participate in the decision, on
any matter concerning such Participant’s benefits. 

    
9.2 Agents. The Plan Administrator may
employ agents and delegate to them such duties as he or she sees fit, and may
consult with counsel who may be counsel to the Company.

    
9.3 Binding Effect of Decisions. All
decisions and determinations by the Plan Administrator shall be final,
conclusive and binding on the Company, Participants, Beneficiaries and any other
persons having or claiming an interest hereunder. 

    
9.4 Indemnification of Plan Administrator and Others. To the extent permitted by law, the Company shall indemnify
and hold harmless its employees, officers, directors and the Plan Administrator
from all loss, damage or liability, including payment of expenses in connection
with defense against any such claim, for their acts, omissions and conduct (and
for the acts, omissions and conduct of their duly appointed agents and
consultants) performed or omitted in connection with the operation,
administration or performance of any duties or actions with respect to this Plan
except for those acts, omissions or conduct resulting from the willful
misconduct, willful failure to act, gross negligence or breach of any service
contract which any may have for or with respect to the Plan. Provided, however,
that if any party would otherwise be entitled to indemnification hereunder in
respect of any liability and such party shall be insured against loss as a
result of such liability by any insurance contact or contracts, such party shall
be entitled to indemnification hereunder only to the extent by which the amount
of such liability shall exceed the amount thereof payable under such insurance
contact or contracts. 

X. CLAIMS PROCEDURES


    
10.1 Claims. A Participant who believes
that he or she is being denied a benefit to which he or she is entitled or has
any other grievance or issue concerning Plan operation, may file a written
request for such benefit or resolution of the issue with the Company’s Senior
Human Resource Officer stating the claim or issue. Such claim or request for
determination must be submitted within ninety (90) days of occurrence the events
which gave rise to the claim or dispute. 

    
10.2 Claim Decision. The Plan Administrator
shall reply to any such claim within 90 days of receipt, unless it determines to
extend such reply period for an additional 90 days for reasonable cause. If the
claim is denied in whole or in part, such reply shall include a written
explanation stating: (a) the specific reason(s) for such denial, (b) the
provisions of this Plan on which such denial is based; (c) a description of any
additional information necessary to perfect the claim; (d) the process if the
Participant wishes to submit the claim for review. 

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10.3 Review of Claim Denial. Within sixty
(60) days after written notice of denial of the claim is issued, the Participant
may file a written request, through the Plan Administrator, requesting that he
or she conduct a review. 

          (a) The
Participant may review pertinent documents considered and must submit all
arguments and evidence supporting his or her position in writing. Any evidence
or arguments not submitted during the initial claim determination or appeal may
not be used or introduced as evidence in any subsequent legal or other action
challenging the final decision. 

          (b) The
Plan Administrator shall issue the Participant a written decision on the claim
within sixty days after the receipt of the Participant’s request for review.
Such decision shall (i) be in writing, (ii) include the specific reasons for the
decision and (iii) refer to the pertinent Plan provisions upon which the
decision is based. 

    
10.4 Effect of Claim and Appeal
Process. This claim and appeal procedure is
the exclusive method of contesting denials of benefits, interpretations and
actions made or taken under the Plan.

          (a) If this
claim and appeal procedure is not exhausted as specified, a Participant or
anyone claiming through such Participant shall be foreclosed from further
contesting any determination through legal process or otherwise.

          (b) Any
action brought by a Participant to contest an adverse Plan decision or action
will be heard by a court as a review of an administrative decision.

          (c) A
reviewing court will render a decision based exclusively upon the materials and
evidence assembled, received and considered by the Company in the claim and
appeal process.

          (d) A
reviewing court will give maximum deference to the final decision of the Plan
Administrator and will not overturn that decision unless it is found to be
arbitrary and capricious and without any reasonable basis.

          (e)
Participants and any persons claiming through them agree to waive their rights
to a trial by jury of any claims they may have with respect to this Plan.


    
10.5 Time for Filing
Suit. No lawsuit may be initiated under this
Plan, to obtain benefits under it or to challenge any Plan decision after more
than eighteen (18) months after a final decision on appeal
hereunder. 

XI. MISCELLANEOUS 

    
11.1 Voting and Stockholder Rights. A
Participant will not have any dividend, voting, distribution or other
stockholder rights by reason of any Award of Phantom Units. Awards of Phantom
Units create no ownership or equity interests in the Company or any Affiliate.


    
11.2 No
Strict Construction. No rule of strict
construction will be applied against the Company or the Administrator in the
interpretation of the Plan, any Award, or any rule established and no provision
of this Plan shall be construed against the drafter.

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11.3 Withholding of Taxes. The Company
shall withhold from all Plan payments such income and employment taxes which the
Company determines appropriate. 

    
11.4 Unfunded Plan. This Plan is intended
to be an unfunded plan maintained primarily to provide compensation for a select
group of management or highly compensated employees. If it is determined to be
subject to the Employee Retirement Income Security act of 1974, as amended
(“ERISA”), it is intended to be exempt from the provisions of Parts 2, 3, and 4
of Title I of ERISA.

    
11.5 Unsecured General Creditor.
Participants, their Beneficiaries, and all others have no rights or interests in
any property of the Company or its Affiliates, including any life insurance
policies, annuity contracts, or proceeds there from. Assets of the Company shall
not be held under any trust for the benefit of Participants, their
Beneficiaries, or others or as collateral security for fulfilling obligations of
the Company under this Plan. The Company’s obligation under the Plan shall be
that of an unfunded and unsecured promise to pay money in the future and each
Participant or Beneficiary shall be treated as a general unsecured creditor of
the Company and shall have no greater right to any assets other than an
unsecured creditor. 

    
11.6 Payment Responsibility. The obligation
to pay or provide for payment of a benefit hereunder to any Participant or his
or her Beneficiary shall, at all times, be the sole and exclusive liability and
responsibility of the Company.

    
11.7 Inability to Locate Participant or Beneficiary. If the Plan Administrator is unable to locate a Participant or
Beneficiary within two years following the date the Participant was to commence
receiving a distribution hereunder, the entire amount allocated to the
Participant’s Account shall be held pending application of relevant escheat
rules.

    
11.8 No
Contract of Employment. Nothing in this Plan
or Award Agreement shall be construed as giving any Participant the right to be
retained in the service of the Company or an Affiliate or as being a contract of
employment for any term whatsoever.

    
11.9 Obligations to Company.
Notwithstanding the provisions of Section 11.11, if a Participant becomes
entitled to a distribution hereunder, and if at such time the Participant has
outstanding any debt, or other liability to the Company or an Affiliate, the
Company may offset such amount owed against the amount distributable.

    
11.10 No
Liability for Action or Omission. Neither the
Company nor any director, officer or employee of the Company shall be liable in
any manner to any Participant, Beneficiary or any other person claiming through
them for any benefit or action taken or omitted in connection with
interpretation and administration of this Plan. 

    
11.11 Non-Alienation of Benefits. Except for
withholding of taxes and as provided at Section 11.9, all amounts payable
hereunder shall be paid only to the person(s) designated by the Plan and to no
one else. No part of a Participant’s Account or any benefit hereunder shall be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, or any other encumbrance of any kind or to any attachment, garnishment,
or other legal process of any kind. Any attempt by a person (including a
Participant or a Participant’s Beneficiary) to anticipate, alienate, sell,
transfer, assign, pledge, or otherwise encumber any benefits shall be
void.

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     11.12 Payments to Incompetents or Minors. If
the Plan Administrator receives evidence satisfactory to it that any person
entitled to receive a benefit is, when such benefit becomes payable, either a
minor or physically or mentally incompetent to receive such benefit and to give
a valid release therefore, and that another person or an institution is then
maintaining or has custody of said person (such as a guardian, committee or
other representative of the estate of such person), the Plan Administrator may
authorize the payment of the benefit, otherwise payable to such person, to such
other person or institution. Such payment shall constitute a valid and complete
discharge of the Company. 

    
11.13 Liability for Benefit Payments and Successorship. The Plan shall not be automatically terminated by the
Company’s acquisition by or merger into any other entity, but shall be
continued. All rights to amend, modify, suspend or terminate the Plan shall be
transferred to the successor as of the effective date of the merger or
acquisition. This Plan and all of its terms shall be binding upon such
successors and the Company’s assigns. 

    
11.14 Governing Law and Venue for Disputes.
This Plan shall be construed in accordance with and governed by the laws of the
State of Missouri to the extent not superseded by federal law, without reference
to Missouri’s conflict of laws provisions. Any action, dispute or challenge
regarding the interpretation or enforcement of this Agreement must be brought
and litigated in the United States District Court for the Eastern District of
Missouri, if it otherwise has subject matter jurisdiction, or otherwise in the
Circuit Court for the County of St. Louis, Missouri, Twenty-First Judicial
Circuit. Such litigation or proceeding shall be before a judge without benefit
of jury and all parties hereto and seeking benefits hereunder agree to waive any
rights that they may otherwise have to trial by jury of any matter relating to
this Plan. 

    
11.15 Correction of Defects and Overpayment. The Company and Plan Administrator
may correct any defect, supply any omission, or reconcile any inconsistency in
the Plan or any payment as it deems appropriate. If a Participant is overpaid or
receives amounts which the Company determines have been incorrectly paid to the
Participant, the Participant shall return such payments to the Company upon
demand. 

    
11.16 Severability of Provisions. If any
provision of this Plan shall be held invalid or unenforceable, such invalidity
or unenforceability shall not affect any other provisions hereof, and this Plan
shall be construed and enforced as if such provisions had not been included.


    
11.17 Acceptance of Terms. As a condition to
receipt of benefits under the Plan, each Participant agrees to accept the terms
of this Plan. 

    
11.18 No
Fiduciary Relationship. Nothing contained in
this Plan, and no action taken pursuant to its provisions by the Company, Plan
Administrator or any other person shall create, or be construed to create a
fiduciary relationship between the Company or Administrator and any Participant
or Beneficiary.

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11.19 Securities Laws. Each Award of Phantom
Units will be subject to the condition that such Award may be cancelled and
forfeited, regardless of its vested status, if the Administrator determines that
the grant or existence of such Award may violate the securities laws of the
United States or any governmental authority.

    
11.20 409A Compliance. It is the intention
of the parties that this Agreement and the Awards of Phantom Units made
hereunder will comply with the provisions of Section 409A of the Code to the
extent, if any, that such provisions are applicable to the Agreement, and the
Plan will be administered consistently with this intent. If any payments
hereunder may be deemed to be nonconforming deferred compensation subject to
taxation under the provisions of Section 409A, Participants agree that the
Company, without the consent of the Participant, may modify the Plan and the
awards made pursuant to it to the extent the Administrator deems advisable or
take such other action that the Administrator deems appropriate in order either
to preclude any such payments or benefits from being deemed “deferred
compensation” within the meaning of Section 409A or to provide such payments or
benefits in a manner that complies with the provisions of Section 409A such that
they will not be taxable there under.

XII. AMENDMENT AND TERMINATION

    
12.1 Amendment. The Plan may be amended, suspended, or terminated at any
time by Company or the Plan Administrator in their sole discretion; provided,
however, that no such amendment, suspension or termination shall result in any
reduction in the value of the vested and non-forfeitable portion of a
Participant’s Account balance determined as of the effective date of such
amendment.

          In
addition, the Plan, and/or the terms of any Award Agreement may be amended at
any time and in any respect by the Company or by the Plan Administrator if and
to the extent recommended by counsel in order to conform to the requirements of
Code Section 409A and regulations there under or as required by law.

    
12.2 Termination. In the event of any suspension or termination of the Plan,
payment of Participants’ Accounts shall be made under and in accordance with the
terms of the Plan and the applicable elections; provided, however, that the Plan
Administrator may determine, in its sole discretion, to accelerate payments to
all Participants if and to the extent that such acceleration is permitted under
Code Section 409A and regulations there under. 

    
12.3 Notice. Notice of any amendment or termination shall be given to each
Participant and Beneficiary of any deceased Participant entitled to benefits to
the extent such amendment or termination would impact their benefit.

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PHANTOM UNIT AWARD AGREEMENT AND
AGREEMENT REGARDING
PORTION OF SALARY PAYABLE IN PHANTOM UNITS


     AGREEMENT
dated as of the ___ day of __________________, 2012 (this “Agreement”) by and
between First Bank (the “Company”) and ___________ (the “Executive”).


    
WHEREAS, the Company has determined that going forward and until the
Compensation Committee determines otherwise Executive’s base salary will be
payable partly in cash and partly in Phantom Stock Units (“Phantom Units”).


     NOW,
THEREFORE, IT IS HEREBY AGREED AS FOLLOWS: 

    
1. Plan Terms. The terms of this
Agreement will be supplemented by the terms of the First Bank Salary
Phantom Stock Plan (the “Plan”) which is
incorporated herein and attached hereto and all awards of Phantom Units will be
governed by the Plan. If the Plan and this Agreement are inconsistent, the Plan
will govern. Interpretations of the Plan and this Agreement by the Plan
Administrator are final and binding. 

    
2. Amount of Phantom Unit
Award. Starting with the first semimonthly pay period commencing on
_________________, a portion of Executive’s salary for each such semimonthly
equal to $ _________ will be paid in the form of Company Phantom Units, net of
applicable FICA withholdings and other applicable deductions, if any. The cash
value of the Units awarded will be immediately subject to FICA taxation but
their value will not be subject to income taxation until actually paid in
cash.

    
Unless otherwise provided in this Agreement, Executive’s salary shall be
payable in accordance with the Company’s regular payroll practice for similarly
situated employees. The Company may withhold from salary such federal, state or
local or foreign taxes as it determines appropriate.

    
3. Vesting, Non-Forfeitability,
Non-Transferability. Once awarded, the Phantom Units will be fully vested and not
subject to the risk of forfeiture or any requirement of future service. Phantom
Units may not be sold, assigned, transferred, exchanged, pledged, hypothecated
or otherwise encumbered.

    
4. Determination of Number of
Phantom Units. The number of Phantom Units, each representing the right to
receive an amount of cash equal to the calculated value of a Phantom Unit at
time of distribution, awarded to Executive as part of Executive’s semimonthly
salary will be calculated as follows: 

	
  First,
  determine the semimonthly Phantom Unit Salary determined in Paragraph 2
  above; 

	
  Second, subtract the amount of then
  applicable FICA tax withholdings and other applicable deductions to generate
  the net salary payable in Phantom Units. 

	
  Third, divide the net salary amount
  to be paid in Phantom Units by the calculated value per Phantom Unit in effect
  for the calendar quarter in which the Units are issued. 



    
5. Shareholder
Rights. Executive has no rights as a shareholder of the Company, including no
voting or dividend or distribution rights, by virtue of awards of Phantom Units.


    
6. Cash
Payment. All awards of Phantom Units made during a calendar quarter will be
settled in cash as provided by section 7.2 of the Plan. These payments will be
subject to all federal, state and local income withholding taxes determined by
the Company to be applicable. If Executive is deceased at the time awarded Units
are settled, the Company will make payment to a Beneficiary that Executive shall
designate. 

    
7. Phantom Unit
Value. Any Phantom Units issued through April 29, 2012 will bear an initial
value of $10.00 per unit. The value of Phantom Units thereafter will be
determined pursuant to a formula based upon net income, as adjusted, as provided
in the Plan. 

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8. Employment
Status. Executive and the Company acknowledge that, except as may otherwise be
provided under any other written agreement, the employment of Executive by the
Company remains is “at will” and may be terminated by either Executive or the
Company at any time. 

     9. Tax Status and Section 409A Compliance. This Agreement, the Plan and the
awards of Phantom Units will comply with Section 409A of the Internal Revenue
Code as applicable and the Agreement will be administered consistently with this
intent. If any payments or awards constitute nonconforming deferred compensation
subject to taxation under the provisions of Section 409A, Executive agrees that
the Company may, without consent, modify the Plan, this Agreement and awards of
Phantom Units (even retroactively) as the Company deems necessary or advisable
to preclude any such payments or benefits from being deemed taxable under
Section 409A. 

     10. Compliance With Law.
The Company is excused from compliance with
any term or condition of the Plan and this Agreement to the extent prohibited by
law, including but not limited to federal banking and securities regulations, or
as otherwise directed by one or more regulatory agencies having jurisdiction
over the Company or any of its subsidiaries and affiliates. 

     11. This Agreement and the Plan will be
effective with respect to Executive upon execution and delivery of the Agreement
by both the Company and Executive.

	    
	EXECUTIVE	         	FIRST
      BANK
				
		 		 



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