# EMPLOYMENT AGREEMENT
AMENDMENT

This EMPLOYMENT AGREEMENT AMENDMENT
is made as of the  day of July, 2007, by and between Pavilion Bancorp, Inc. a
Michigan Corporation (herein referred to as the Holding Company), and the Bank
of Lenawee, a Michigan banking corporation (herein referred to as the
Company), and Richard J. DeVries (herein referred to as the
Executive).

WHEREAS the Holding Company, the
Company and Executive desire to amend the Employment Agreement made by and between the
Holding Company, the Company and the Executive, dated July 1, 2003, as extended by an
Employment Agreement Extension Agreement made by and between the Holding Company, the
Company and the Executive dated February 22, 2007 (collectively, the Employment
Agreement).

NOW, THEREFORE, the Holding Company,
the Company and the Executive hereby agree to the following amendment:

1.    
          The first paragraph in Section 3.4 of the Employment Agreement is hereby deleted
          in its entirety and replaced with the following:

Executive shall have the right to
terminate this Agreement and his employment provided he gives thirty (30) calendar days
advance notice in writing to the Chair of the Board of Directors. The employment
relationship and this Agreement shall terminate thirty (30) days after receipt of such
notice, and the Company shall be relieved of making any further salary payments to
Executive. In the event Executive terminates this Agreement or retires, he shall receive
salary which has been earned and accrued pro-rata through the effective date of the
termination and earned but unpaid leave but shall not be eligible for any pro-rated bonus
under the Companys senior officers bonus plan. Notwithstanding the foregoing,
Executive will be paid a lump sum amount equal to Executives then-current annual
salary times one hundred percent (100%) less applicable state, federal and local income
tax and FICA withholdings if Executive terminates this Agreement and his employment as a
result of the assignment of responsibilities by the Company to Executive which is a
substantial diminution of Executives then present functions and responsibilities.
Such lump sum shall be paid to Executive no later than 30 days following the effective
date of termination of employment.

If a Change in Control (as defined
below) occurs during the term of this Agreement, the Company or the Holding Company (or
either of their respective successors) shall pay to Executive a lump sum payment (the
Lump Sum) equal to Executives annual salary at the time of the Change in
Control times two hundred percent (200%), less applicable state, federal and local income
tax and FICA withholdings. If in connection with the Change in Control, Executive either
does not receive an offer of employment from the entity or entities to whom control is
ceded or if Executive rejects an offer (with the result that his employment is terminated)
from such entity or entities due to the fact that the offer (i) involves a diminution of
Executives functions and responsibilities in effect as of the Change in Control, or
(ii) involves a decrease in Executives base salary in effect as of the Change in
Control, or (iii) would require Executive to be primarily based at a location more than 50
miles from Executives residence as of the Change in Control, then (a) the Lump Sum
payable to Executive pursuant to the preceding sentence shall equal Executives
annual salary at the time of the Change in Control times two hundred fifty percent (250%)
(in which case Executive shall not be entitled to a severance payment pursuant to the
first paragraph of this Section 3.4) and (b) the Company or the Holding Company (or either
of their respective successors) shall be required to provide Executive, for a period of
six months following the effective date of termination of employment, a continuation of
all medical and dental insurance coverage for Executive and his family as was in place
immediately prior to the Change in Control, at no cost or expense to Executive or his
family. The Lump Sum shall be due and payable to the Executive within thirty (30) days
following the date of the Change in Control.

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For purposes of calculating any lump
sum payment pursuant to this Agreement, the base salary shall not include any year-end
bonuses, severance payments or other amounts received prior to any Change in Control.

2.    
          All other paragraphs, provisions, and clauses in the Employment Agreement not so
          modified remain in full force and effect as originally written.

IN WITNESS WHEREOF, the parties have
caused this EMPLOYMENT AGREEMENT AMENDMENT to be executed as of the date set forth in the
first paragraph of this EMPLOYMENT AGREEMENT AMENDMENT.

/s/ Richard J. DeVries
Richard J. DeVries

FOR PAVILION BANCORP, INC. AND BANK OF LENAWEE, BY:
/s/ Douglas L. Kapnick
Douglas L. KapnickChairman of the Board of Directors

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