Exhibit 10.50
 
 PLUMAS BANK
SALARY CONTINUATION AGREEMENT
       Article 1
Definitions
  1.1
    
    Accrual Balance means the liability that should be accrued by the Bank, under
Generally Accepted Accounting Principles (GAAP), for the Banks obligation to the Executive
for the Normal Retirement Benefit under this Agreement, by applying Accounting Principles
Board Opinion Number 12 as amended by Statement of Financial Accounting Standards Number 106
and the Discount Rate as of the last day of the month prior to Separation from Service or as
of the end of the month preceding the Executives
death, as the case may be. Any one of a variety of amortization methods may be used to
determine the Accrual Balance. Once chosen, the method must be consistently applied.




---



##### 



1.2
    
    Beneficiary means each designated person or entity, or the estate of the deceased
Executive, entitled to any benefits upon the death of the Executive pursuant to Article 4.
 1.3
    
    Beneficiary Designation Form means the form established from time to time by the
Plan Administrator that the Executive completes, signs and returns to the Plan Administrator
to designate one or more Beneficiaries.
 1.4
    
    Board means the Board of Directors of the Bank as from time to time constituted.
 1.5
    
    Change in Control means a change in the ownership or effective control of the Bank,
or in the ownership of a substantial portion of the assets of the Bank, as such change is
defined in Code Section 409A and regulations thereunder.
 1.6
    
    Code means the Internal Revenue Code of 1986, as amended, and all regulations and
guidance thereunder.
 1.7
    
    Discount Rate means the rate used by the Plan Administrator for determining the
Accrual Balance. The initial Discount Rate is six percent (6%). However, the Plan
Administrator shall adjust the Discount Rate in order to maintain the Discount Rate within
reasonable standards according to GAAP and/or applicable bank regulatory guidance, as passed
on by the Banks independent auditor engaged to audit the financial statements of the Bank.
The Discount Rate will be reviewed at least annually, and if and when changed will be
applicable as to the determination of a benefit calculation under this Agreement on a
prospective basis only. Executive acknowledges that a change in the Discount Rate may
increase or decrease the Accrual Balance which may affect her benefits hereunder.
 1.8
    
    Early Termination means Separation from Service before attainment of Normal
Retirement Age except when such Separation from Service occurs within twenty-four (24) months
following a Change in Control or due to death or Termination for Cause.
 1.9
    
    Effective Date means April 1, 2008.
 1.10
    
    Normal Retirement Age means the Executives age sixty-five (65).
 1.11
    
    Plan Administrator means the Board or such committee or person as the Board shall
appoint.
 1.12
    
    Plan Year means each twelve (12) month period commencing on January 1 and ending on
December 31 of each year. The initial Plan Year shall commence on the Effective Date of this
Agreement and end on the following December 31.
 1.13
    
    Schedule A means the schedule attached to this Agreement and made a part hereof
illustrating the current calculation of Executives benefits under this Agreement. Schedule A
shall be updated upon a change in any of the benefits under Articles 2 or 3 as a result of a
change in the Discount Rate.




---



##### 



1.14
    
    Separation from Service means termination of the Executives employment with the
Bank for reasons other than death. Whether a Separation from Service has occurred is
determined in accordance with the requirements of Code Section 409A based on whether the facts
and circumstances indicate that the Bank and Executive reasonably anticipated that no further
services would be performed after a certain date or that the level of bona fide services the
Executive would perform after such date (whether as an employee or as an independent
contractor) would permanently decrease to no more than twenty percent (20%) of the average
level of bona fide services performed (whether as an employee or an independent contractor)
over the immediately preceding thirty-six (36) month period (or the full period of services to
the Bank if the Executive has been providing services to the Bank less than thirty-six (36)
months).
 1.15
    
    Specified Employee means an employee who at the time of Separation from Service is
a key employee of the Bank, if any stock of the Bank is publicly traded on an established
securities market or otherwise. For purposes of this Agreement, an employee is a key employee
if the employee meets the requirements of Code Section 416(i)(1)(A)(i), (ii), or (iii)
(applied in accordance with the regulations thereunder and disregarding section 416(i)(5)) at
any time during the twelve (12) month period ending on December 31 (the identification
period). If the employee is a key employee during an identification period, the employee is
treated as a key employee for purposes of this Agreement during the twelve (12) month period
that begins on the first day of April following the close of the identification period.
 1.16
    
    Termination for Cause means Separation from Service for:
 (a)
    
    Gross negligence or gross neglect of duties to the Bank;
 (b)
    
    Conviction of a felony or of a gross misdemeanor involving moral turpitude in
connection with the Executives employment with the Bank; or
 (c)
    
    Fraud, disloyalty, dishonesty or willful violation of any law or significant
Bank policy committed in connection with the Executives employment and resulting in a
material adverse effect on the Bank.
 Article 2
Distributions During Lifetime
 2.1
    
    Normal Retirement Benefit. Upon Separation from Service after attaining Normal
Retirement Age, the Bank shall distribute to the Executive the benefit described in this
Section 2.1 in lieu of any other benefit under this Article.
 2.1.1
    
    Amount of Benefit. The annual benefit under this Section 2.1 is
Sixty-Two
Thousand Dollars ($62,000).
 2.1.2
    
    Distribution of Benefit. The Bank shall distribute the annual benefit
to the Executive in twelve (12) equal monthly installments commencing on the first day
of the month following Separation from Service. The annual benefit shall be
distributed to the Executive for fifteen (15) years.




---



##### 



2.2
    
    Early Termination Benefit. If Early Termination occurs, the Bank shall distribute to
the Executive the benefit described in this Section 2.2 in lieu of any other benefit under
this Article.
 2.2.1
    
    Amount of Benefit. The benefit under this Section 2.2 is the Accrual
Balance calculated as of the last day of the month prior to Separation from Service.
An illustration of the year-end Accrual Balance using the current Discount Rate is set
forth in Schedule A.
 2.2.2
    
    Distribution of Benefit. The Bank shall distribute the benefit to the
Executive in one hundred eighty (180) equal monthly installments commencing on the
first day of the month following Normal Retirement Age. The Accrual Balance shall
continue to accrue earnings at the Discount Rate until all monthly installments are
completely distributed.
 2.3
    
    Change in Control Benefit. If a Change in Control occurs followed within twenty-four
(24) months by Separation from Service, the Bank shall distribute to the Executive the benefit
described in this Section 2.3 in lieu of any other benefit under this Article.
 2.3.1
    
    Amount of Benefit. The annual benefit under this Section 2.3 is the
Normal Retirement Benefit amount described in 2.1.1.
 2.3.2
    
    Distribution of Benefit. The Bank shall distribute the annual benefit
to the Executive in twelve (12) equal monthly installments commencing on the first day
of the month following Separation from Service. The annual benefit shall be
distributed to the Executive for fifteen (15) years.
 2.4
    
    Restriction on Commencement of Distributions. Notwithstanding any provision of this
Agreement to the contrary, if the Executive is considered a Specified Employee at the time of
her Separation from Service the provisions of this Section 2.4 shall govern distributions on
account of such Executives Separation from Service. If benefit distributions which would
otherwise be made to the Executive due to Separation from Service are limited because the
Executive is a Specified Employee, then such distributions shall not be made during the first
six (6) months following Separation from Service. Rather, any distribution which would
otherwise be paid to the Executive during such period shall be accumulated and paid to the
Executive in a lump sum on the first day of the seventh month following Separation from
Service. All subsequent distributions shall be paid in the manner specified.
 2.5
    
    Distributions Upon Taxation of Amounts Deferred. If, pursuant to Code Section 409A,
the Federal Insurance Contributions Act or other state, local or foreign tax laws, the
Executive becomes subject to tax on the amounts deferred hereunder, then the Bank may make a
limited distribution to the Executive in a manner that conforms to the requirements of Code
section 409A. Any such distribution will decrease the Executives benefits distributable
under this Agreement.




---



##### 



2.6
    
    Change in Form or Timing of Distributions. For distribution of benefits under this
Article 2, the Executive and the Bank may, subject to the terms of Section 8.1, amend this
Agreement to delay the timing or change the form of distributions. Any such amendment:
 (a)
    
    may not accelerate the time or schedule of any distribution,
except as provided in Code Section 409A;
 (b)
    
    must, for benefits distributable under Section 2.2, be made at
least twelve (12) months prior to the first scheduled distribution;
 (c)
    
    must, for benefits distributable under Sections 2.1, 2.2 and
2.3, delay the commencement of distributions for a minimum of five (5) years
from the date the first distribution was originally scheduled to be made;
and
 (d)
    
    must take effect not less than twelve (12) months after the
amendment is made.
 Article 3
Distribution at Death
 3.1
    
    Death During Active Service. If the Executive dies prior to Separation from Service,
the Bank shall distribute to the Beneficiary the benefit described in this Section 3.1. This
benefit shall be distributed in lieu of any benefit under Article 2.
 3.1.1
    
    Amount of Benefit. The benefit under this Section 3.1 is the
Executives Accrual Balance calculated as of the end of the month preceding the
Executives death. An illustration of the year-end Accrual Balance using the current
Discount Rate is set forth in Schedule A.
 3.1.2
    
    Distribution of Benefit. The Bank shall distribute the benefit to the
Beneficiary in one hundred eighty (180) equal monthly installments commencing on the
first day of the fourth month following the Executives death. The Accrual Balance
shall continue to accrue earnings at the Discount Rate until the installments are
completely distributed. The Beneficiary shall be required to provide the Executives
death certificate to the Bank.
 3.2
    
    Death During Distribution of a Benefit. If the Executive dies after any benefit
distributions have commenced under this Agreement but before receiving all such
distributions, the Bank shall distribute to the Beneficiary the remaining benefits at the
same time and in the same amounts they would have been distributed to the Executive had the
Executive survived.
 3.3
    
    Death Before Benefit Distributions Commence. If the Executive is entitled to benefit
distributions under this Agreement but dies prior to the date of commencement of said benefit
distributions, the Bank shall distribute to the Beneficiary the same benefits to which the
Executive was entitled prior to death, except that the benefit distributions shall be paid in
the manner specified in Section 3.1.2 and shall commence on the first day of the fourth month
following the Executives death.




---



##### 



Article 4
Beneficiaries
 4.1
    
    In General. The Executive shall have the right, at any time, to designate a
Beneficiary to receive any benefit distributions under this Agreement upon the death of the
Executive. The Beneficiary designated under this Agreement may be the same as or different
from the beneficiary designated under any other plan of the Bank in which the Executive
participates.
 4.2
    
    Designation. The Executive shall designate a Beneficiary by completing and signing
the Beneficiary Designation Form and delivering it to the Plan Administrator or its designated
agent. If the Executive names someone other than the Executives spouse as a Beneficiary, the
Plan Administrator may, in its sole discretion, determine that spousal consent is required to
be provided in a form designated by the Plan Administrator, executed by the Executives spouse
and returned to the Plan Administrator. The Executives beneficiary designation shall be
deemed automatically revoked if the Beneficiary predeceases the Executive or if the Executive
names a spouse as Beneficiary and the marriage is subsequently dissolved. However, nothing in
the foregoing sentence shall preclude the Executive from executing a new Beneficiary
Designation Form after the date the marriage is dissolved that names her former spouse as a
Beneficiary. The Executive shall have the right to change a Beneficiary by completing,
signing and otherwise complying with the terms of the Beneficiary Designation Form and the
Plan Administrators rules and procedures. Upon the acceptance by the Plan Administrator of a
new Beneficiary Designation Form, all Beneficiary designations previously filed shall be
cancelled. The Plan Administrator shall be entitled to rely on the last Beneficiary
Designation Form filed by the Executive and accepted by the Plan Administrator prior to the
Executives death.
 4.3
    
    Acknowledgment. No designation or change in designation of a Beneficiary shall be
effective until received, accepted and acknowledged in writing by the Plan Administrator or
its designated agent.
 4.4
    
    No Beneficiary Designation. If the Executive dies without a valid beneficiary
designation, or if all designated Beneficiaries predecease the Executive, then the
Executives spouse shall be the designated Beneficiary. If the Executive has no surviving
spouse, any benefit shall be paid to the Executives estate.
 4.5
    
    Facility of Distribution. If the Plan Administrator determines in its discretion
that a benefit is to be distributed to a minor, to a person declared incompetent or to a
person incapable of handling the disposition of that persons property, the Plan Administrator
may direct distribution of such benefit to the guardian, legal representative or person having
the care or custody of such individual. The Plan Administrator may require proof of
incompetence, minority or guardianship as it may deem appropriate prior to distribution of the
benefit. Any distribution of a benefit shall be a distribution for the account of the
Executive and the Beneficiary, as the case may be, and shall completely discharge any
liability under this Agreement for such distribution amount.




---



##### 



Article 5
General Limitations
 5.1
    
    Termination for Cause. Notwithstanding any provision of this Agreement to the
contrary, the Bank shall not distribute any benefit under this Agreement if the Executives
employment with the Bank is terminated by the Bank or an applicable regulator due to a
Termination for Cause.
 5.2
    
    Suicide or Misstatement. No benefit shall be distributed if the Executive commits
suicide within two (2) years after the Effective Date, or if an insurance company which issued
a life insurance policy covering the Executive and owned by the Bank denies coverage (i) for
material misstatements of fact made by the Executive on an application for such life
insurance, or (ii) for any other reason.
 5.3
    
    Removal. Notwithstanding any provision of this Agreement to the contrary, the Bank
shall not distribute any benefit under this Agreement if the Executive is subject to a final
removal or prohibition order issued by an appropriate federal banking agency pursuant to
Section 8(e) of the Federal Deposit Insurance Act.
 5.4
    
    Golden Parachute Indemnification Payments. Notwithstanding anything herein to the
contrary, any payments made to the Executive pursuant to this Agreement, or otherwise, shall
be conditioned upon compliance with 12 U.S.C. 1828 and FDIC Regulation 12 CFR Part 359, Golden
Parachute Indemnification Payments and any other regulations or guidance promulgated
thereunder.
 Article 6
Administration of Agreement
 6.1
    
    Plan Administrator Duties. The Plan Administrator shall administer this Agreement
according to its terms and shall also have the discretion and authority to (i) make, amend,
interpret and enforce all appropriate rules and regulations for the administration of this
Agreement and (ii) decide or resolve any and all questions, including interpretations of
this Agreement, as may arise in connection with this Agreement to the extent the exercise of
such discretion and authority does not conflict with Code Section 409A.
 6.2
    
    Agents. In the administration of this Agreement, the Plan Administrator may employ
agents and delegate to them such administrative duties as the Plan Administrator sees fit,
including acting through a duly appointed representative, and may from time to time consult
with counsel who may be counsel to the Bank.




---



##### 



6.3
    
    Binding Effect of Decisions. Any decision or action of the Plan Administrator with
respect to any question arising out of or in connection with the administration,
interpretation or application of this Agreement and the rules and regulations promulgated
hereunder shall be final and conclusive and binding upon all persons having any interest in
this Agreement.
 6.4
    
    Indemnity of Plan Administrator. The Bank shall indemnify and hold harmless the Plan
Administrator against any and all claims, losses, damages, expenses or liabilities arising
from any action or failure to act with respect to this Agreement, except in the case of
willful misconduct by the Plan Administrator.
 6.5
    
    Bank Information. To enable the Plan Administrator to perform its functions, the
Bank shall supply full and timely information to the Plan Administrator on all matters
relating to the date and circumstances of the Executives death or Separation from Service,
and such other pertinent information as the Plan Administrator may reasonably require.
 6.6
    
    Annual Statement. The Plan Administrator shall provide to the Executive, within one
hundred twenty (120) days after the end of each Plan Year, a statement setting forth the
benefits accrued to date under this Agreement.
 Article 7
Claims And Review Procedures
 7.1
    
    Claims Procedure. An Executive or Beneficiary (claimant) who has not received
benefits under this Agreement that he or she believes should be distributed shall make a claim
for such benefits as follows:
 7.1.1
    
    Initiation  Written Claim. The claimant initiates a claim by
submitting to the Plan Administrator a written claim for the benefits. If such a claim
relates to the contents of a notice received by the claimant, the claim must be made
within sixty (60) days after such notice was received by the claimant. All other
claims must be made within one hundred eighty (180) days of the date on which the event
that caused the claim to arise occurred. The claim must state with particularity the
determination desired by the claimant.
 7.1.2
    
    Timing of Plan Administrator Response. The Plan Administrator shall
respond to such claimant within ninety (90) days after receiving the claim. If the
Plan
Administrator determines that special circumstances require additional time for
processing the claim, the Plan Administrator can extend the response period by an
additional ninety (90) days by notifying the claimant in writing, prior to the end
of the initial ninety (90) day period that an additional period is required. The
notice of extension must set forth the special circumstances and the date by which
the Plan Administrator expects to render its decision.




---



##### 



7.1.3
    
    Notice of Decision. If the Plan Administrator denies part or all of
the claim, the Plan Administrator shall notify the claimant in writing of such denial.
The Plan Administrator shall write the notification in a manner calculated to be
understood by the claimant. The notification shall set forth:
 (a)
    
    The specific reasons for the denial;
 (b)
    
    A reference to the specific provisions of this Agreement on
which the denial is based;
 (c)
    
    A description of any additional information or material
necessary for the claimant to perfect the claim and an explanation of why it is
needed;
 (d)
    
    An explanation of this Agreements review procedures and the
time limits applicable to such procedures; and
 (e)
    
    A statement of the claimants right to bring a civil action
under ERISA Section 502(a) following an adverse benefit determination on
review.
 7.2
    
    Review Procedure. If the Plan Administrator denies part or all of the claim, the
claimant shall have the opportunity for a full and fair review by the Plan Administrator of
the denial as follows:
 7.2.1
    
    Initiation  Written Request. To initiate the review, the claimant,
within sixty (60) days after receiving the Plan Administrators notice of denial, must
file with the Plan Administrator a written request for review.
 7.2.2
    
    Additional Submissions  Information Access. The claimant shall then
have the opportunity to submit written comments, documents, records and other
information relating to the claim. The Plan Administrator shall also provide the
claimant, upon request and free of charge, reasonable access to, and copies of, all
documents, records and other information relevant (as defined in applicable ERISA
regulations) to the claimants claim for benefits.
 7.2.3
    
    Considerations on Review. In considering the review, the Plan
Administrator shall take into account all materials and information the claimant
submits relating to the claim, without regard to whether such information was submitted
or considered in the initial benefit determination.
 7.2.4
    
    Timing of Plan Administrator Response. The Plan Administrator shall
respond in writing to such claimant within sixty (60) days after receiving the request
for review. If the Plan Administrator determines that special circumstances require
additional time for processing the claim, the Plan Administrator can extend the
response period by an additional sixty (60) days by notifying the claimant in
writing, prior to the end of the initial sixty (60) day period that an additional
period is required. The notice of extension must set forth the special
circumstances and the date by which the Plan Administrator expects to render its
decision.




---



##### 



7.2.5
    
    Notice of Decision. The Plan Administrator shall notify the claimant
in writing of its decision on review. The Plan Administrator shall write the
notification in a manner calculated to be understood by the claimant. The notification
shall set forth:
 (a)
    
    The specific reasons for the denial;
 (b)
    
    A reference to the specific provisions of this Agreement on
which the denial is based;
 (c)
    
    A statement that the claimant is entitled to receive, upon
request and free of charge, reasonable access to, and copies of, all documents,
records and other information relevant (as defined in applicable ERISA
regulations) to the claimants claim for benefits; and
 (d)
    
    A statement of the claimants right to bring a civil action
under ERISA Section 502(a).
 Article 8
Amendments and Termination
 8.1
    
    Amendments. Except as provided below under Sections 8.2 and 8.3, this Agreement may
be amended only by a written agreement signed by the Bank and the Executive. However, the
Bank may unilaterally amend this Agreement to conform with written directives to the Bank from
its auditors or banking regulators or to comply with legislative changes or tax law, including
without limitation Code Section 409A.
 8.2
    
    Plan Termination Generally. Except as otherwise provided in Section 8.3, this
Agreement may be terminated only by a written agreement signed by the Bank and the Executive.
The benefit upon termination shall be the Accrual Balance as of the date this Agreement is
terminated. Except as provided in Section 8.3, the termination of this Agreement shall not
cause a distribution of benefits under this Agreement. Rather, upon such termination benefit
distributions will be made at the earliest distribution event permitted under Article 2 or
Article 3.
 8.3
    
    Plan Terminations Under Code Section 409A. Notwithstanding anything to the contrary
in Section 8.2:
 (a)
    
    This Agreement may be terminated at any time by the Bank in its sole and
absolute discretion under the following circumstances, provided, however, that the Bank
shall continue to be obligated to pay the benefits under the Agreement with
respect to compensation which the Executive and the Bank had deferred prior to the
termination of the Agreement, in accordance with the terms of the Agreement as in
effect immediately prior to such termination.




---



##### 



(b)
    
    The Banks discretionary termination of this Agreement under one of the
following circumstances may result in the acceleration of the time and form of payment
to Executive, where the right to payment arises in connection with the Banks
discretionary termination of the Agreement:
 1.
    
    Within twelve (12) months following a corporate dissolution
taxed under Code section 331, or with the approval of a bankruptcy court
pursuant to section 503(b)(1)(A) of Title 11 of the United States Code,
provided that Executives benefits under the Agreement are included in
Executives income on the latest of:
 a.
    
    The calendar year in which the Agreement terminates;b.
    
    The calendar year in which the amount is no
longer subject to a substantial risk of forfeiture; orc.
    
    The first calendar year in which the payment is
administratively practicable;
 2.
    
    Within the thirty (30) days preceding or the twelve (12) months
following a Change In Control, provided that all substantially similar arrangements
sponsored by the Bank are terminated, such that Executive and all other
participants under substantially similar arrangements are required to receive all
amounts of compensation deferred under the terminated arrangements within twelve
(12) months of the date of termination of the arrangements;
 3.
    
    Where the termination and liquidation does not occur proximate
to a downturn in the financial health of the Bank and;
 a.
    
    All arrangements sponsored by the Bank, that
would be aggregated with any terminated arrangement under Treasury
regulations section 1.409A-1(c) if Executive participated in all of the
arrangements, are terminated;b.
    
    No payments, other than payments that would be
payable under the terms of the arrangements if the termination had not
occurred, are made within twelve (12) months of the termination of the
arrangements;c.
    
    All payments are made within twenty-four (24)
months of the termination of the arrangements; andd.
    
    The Bank does not adopt a new arrangement, that
would be aggregated with any terminated arrangement under Treasury
regulations section 1.409A-1(c) if Executive participated in both
arrangements, at any time within three (3) years following the date of
termination of the Agreement;
 4.
    
    Upon such other events and conditions as the Commissioner of
the Internal Revenue Service may prescribe in generally applicable guidance
published in the Internal Revenue Bulletin.
 (d)
    
    If not terminated at an earlier date, this Agreement shall terminate as of the
earliest date on which the Banks obligations to the Executive and the Executives
Beneficiaries have been satisfied.




---



##### 



Article 9
Miscellaneous
 9.1
    
    Binding Effect. This Agreement shall bind the Executive and the Bank and their
beneficiaries, survivors, executors, administrators and transferees.
 9.2
    
    No Guarantee of Employment. This Agreement is not a contract for employment. It
does not give the Executive the right to remain as an employee of the Bank nor interfere with
the Banks right to discharge the Executive. It does not require the Executive to remain an
employee nor interfere with the Executives right to terminate employment at any time.
 9.3
    
    Non-Transferability. Benefits under this Agreement cannot be sold, transferred,
assigned, pledged, attached or encumbered in any manner.
 9.4
    
    Tax Withholding and Reporting. The Bank shall withhold any taxes that are required
to be withheld, including but not limited to taxes owed under Code Section 409A 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
authorities. The Bank shall satisfy all applicable reporting requirements, including those
under Code Section 409A.
 9.5
    
    Applicable Law. This Agreement and all rights hereunder shall be governed by the
laws of the State of California, except to the extent preempted by the laws of the United
States of America.
 9.6
    
    Unfunded Arrangement. The Executive and the Beneficiary are general unsecured
creditors of the Bank for the distribution of benefits under this Agreement. The benefits
represent the mere promise by the Bank to distribute 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 the
Executives life or other informal funding asset is a general asset of the Bank to which the
Executive and Beneficiary have no preferred or secured claim.
 9.7
    
    Reorganization. The Bank shall not merge or consolidate into or with another bank,
or reorganize, or sell substantially all of its assets to another bank, firm or person unless
such succeeding or continuing bank, firm or person agrees to assume and discharge the
obligations of the Bank under this Agreement. Upon the occurrence of such an event, the term
Bank as used in this Agreement shall be deemed to refer to the successor or survivor entity.




---



##### 



9.8
    
    Entire Agreement. This Agreement constitutes the entire agreement between the Bank
and the Executive as to the subject matter hereof. No rights are granted to the Executive by
virtue of this Agreement other than those specifically set forth herein.
 9.9
    
    Interpretation. Wherever the fulfillment of the intent and purpose of this Agreement
requires and the context will permit, the use of the masculine gender includes the feminine
and use of the singular includes the plural.
 9.10
    
    Alternative Action. In the event it shall become impossible for the Bank or the Plan
Administrator to perform any act required by this Agreement due to regulatory or other
constraints, the Bank or Plan Administrator may perform such alternative act as most nearly
carries out the intent and purpose of this Agreement and is in the best interests of the Bank,
provided that such alternative act does not violate Code Section 409A.
 9.11
    
    Headings. Article and section headings are for convenient reference only and shall
not control or affect the meaning or construction of any provision herein.
 9.12
    
    Validity. If any provision of this Agreement shall be illegal or invalid for any
reason, said illegality or invalidity shall not affect the remaining parts hereof, but this
Agreement shall be construed and enforced as if such illegal or invalid provision had never
been included herein.
 9.13
    
    Notice. Any notice or filing required or permitted to be given to the Bank or Plan
Administrator under this Agreement shall be sufficient if in writing and hand-delivered or
sent by registered or certified mail to the address below:
 
   9.14
    
    Deduction Limitation on Benefit Payments. If the Bank reasonably anticipates that
the Banks deduction with respect to any distribution under this Agreement would be limited or
eliminated by application of Code Section 162(m), then to the extent deemed necessary by the
Bank to ensure that the entire amount of any distribution from this Agreement is deductible,
the Bank may delay payment of any amount that would otherwise be distributed under this
Agreement. The delayed amounts shall be distributed to the Executive (or the Beneficiary in
the event of the Executives death) at the earliest date the Bank reasonably anticipates that
the deduction of the payment of the amount will not be limited or eliminated by application of
Code Section 162(m).




---



##### 



EXECUTIVE
    
    
    
    BANK/s/ Rose Dembosz
    
    
    
    By:
    
    /s/ Daniel E. WestRose Dembosz
    
    
    
    
    
    Daniel E. WestTitle:
    
    Chairman of the Board




---



##### 



o New Designationo Change in Designation
  Primary:%%Contingent:%%
 Notes:
 
    
    Please PRINT CLEARLY or TYPE the names of the beneficiaries.
 
    
    To name a trust as Beneficiary, please provide the name of the trustee(s) and the
exactname and date of the trust agreement.
 
    
    To name your estate as Beneficiary, please write Estate of[your name].
 
    
    Be aware that none of the contingent beneficiaries will receive anything unless ALL of
the primary beneficiaries predecease you.
  Name:Signature:
    
    
    
    Date:
 SPOUSAL CONSENT (Required if spouse is not named Beneficiary and Plan Administrator requests):
  Spouse Name:Signature:
    
    
    
    Date:
  By:Title: