EXHIBIT 10.4

# FIRST AMENDMENTTO THE
LENAWEE BANCORP, INC.2001 STOCK OPTION PLAN

This First  Amendment  to
the Lenawee  Bancorp,  Inc.  2001 Stock  Option Plan was adopted by the Board of
Directors of Pavilion  Bancorp,  Inc.,  f/k/a Lenawee Bancorp,  Inc. (the "Company"),
 effective May 18, 2007, with reference to the following:

A.       
          The Lenawee Bancorp, Inc. 2001 Stock Option Plan (the Plan) was
          adopted by the Companys Board of Directors, and was subsequently approved
          by its shareholders, on November 16, 2000. Capitalized terms used without
          definition in this First Amendment shall have the meanings assigned to them in
          the Plan.

B.       
          Under Article VII of the Plan, the Board of Directors has the authority, subject
          to certain conditions, to amend the Plan from time to time.

C.       
          The Board has agreed to amend the Plan to provide the Committee discretion to
          determine the period during which any Option may be exercised in the event of
          the termination of an Optionees status as a Director or as an employee of
          the Company or the Bank.

NOW,
THEREFORE, the Plan is amended as follows:

1.       
          Section 6.6(a) of the Plan is hereby amended in its entirety, to read as
          follows:

Section 6.6.
 Effect of Termination of Employment or Death.

| | (a)       
               If an Optionnees status as a Director or as an employee of the Company or
               the Bank terminates for any reason, other than the death of the Optionee, before
               the date of expiration of Options held by such Optionee, such Options shall
               become null and void on the later of (i) the thirtieth (30th) day following the
               date of such termination, or (ii) such other date as may be determined by the
               Committee in its sole discretion. Without limiting the generality of the
               foregoing, the Committee shall have the discretion to extend the option
               termination date described in the preceding sentence as set forth in any Stock
               Option Agreement upon agreement with the Optionee. An Optionee who terminates
               employment with the Company or the Bank but retains his status as a Director is
               not considered terminated for purposes of this Section 6.6. The date of such
               termination shall be the date the Optionee ceases to be a Director or an
               employee of the Company or the Bank.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2.       
          This First Amendment shall apply to all Options granted under the Plan, whether
          prior to or after the effective date hereof.

3.       
          In all other respects, the Plan shall continue in full force and effect.

---



# CERTIFICATION

The
foregoing First Amendment to the Plan was duly adopted by the Board of Directors of the
Company, effective May 18, 2007.

| |  | PAVILION BANCORP, INC./s/ Mark D. Wolfe
By:  Mark D. WolfeIts:  Chief Financial Officer
| |  | -----------------------------------------------------------------------------------------------------