Exhibit 10.4


 


PIONEER BANK 


BOARD OF TRUSTEES AND EXECUTIVE EMPLOYEES DEFERRED
COMPENSATION PLAN 


 


This document is drafted with the intent that it comply with
Internal Revenue Code Section 409A and regulations promulgated thereunder. 


 


MassMutual Retirement Services and MyDeferral
Executive Benefits have provided you this specimen document strictly in their capacity as service provider, employee benefits consulting
firm and plan recordkeeper. MassMutual Retirement Services and MyDeferral Executive Benefits do NOT provide legal, tax or accounting
consultation or advice. It is MassMutual Retirement Services’ and MyDeferral Executive Benefits’ recommendation that
you seek appropriately specialized professional consultation regarding the information and/or material contained herein. 


 




     


     


    

 


Pioneer Bank 


Board of Trustees and Executive Employees Deferred
Compensation Plan 


 


Table of Contents 


 


	Article 1	Definitions	1
	1.1	Account	1
	1.2	Administrator	1
	1.3	Board	1
	1.4	Bonus Awards	1
	1.5	Change-in-Control	1
	1.6	Code	2
	1.7	Compensation	2
	1.8	Deferrals	2
	1.9	Deferral Election	2
	1.10	Disability	2
	1.11	Effective Date	2
	1.12	Eligible Employee	2
	1.13	Eligible Trustee of the Board	3
	1.14	Employee	3
	1.15	Employer	3
	1.16	ERISA	3
	1.17	Investment Fund	3
	1.18	Participant	3
	1.19	Performance-based Compensation	3
	1.20	Plan Year	3
	1.21	Salary	3
	1.22	Separation from Service	3
	1.23	Service Recipient	4
	1.24	Specified Employee	4
	1.25	Trust	4
	1.26	Trustee	4
	1.27	Trustee of the Board	4
	Article 2	Participation	4
	2.1	Commencement of Participation	4
	2.2	Loss of Eligible Trustee of the Board or Employee Status	4
	Article 3	Contributions	4
	3.1	Deferral Elections - General	4
	3.2	Time of Election	5
	3.3	Distribution Elections	5
	3.4	Additional Requirements	5
	3.5	Cancellation of Deferral Election due to Disability	5
	Article 4	Vesting	6
	4.1	Vesting of Deferrals	6
	Article 5	Accounts	6
	5.1	Accounts	6
	5.2	Investments, Gains and Losses	6
	Article 6	Distributions	6
	6.1	Distribution Election	6
	6.2	Distributions upon an In-Service Account Triggering Date	7
	6.3	Distributions upon a Separation	7
	6.4	Substantially Equal Annual Installments	7
	6.5	Distributions due to Disability	7
	6.6	Distributions upon Death	7


 




     


     


    

 


	6.7	Changes to Distribution Elections	8
	6.8	Acceleration or Delay in Payments	8
	6.9	Unforeseeable Emergency	8
	6.10	Distributions to Specified Employee	8
	6.11	Minimum Distribution	8
	6.12	Form of Payment	8
	Article 7	Beneficiaries	9
	7.1	Beneficiaries	9
	7.2	Lost Beneficiary	9
	Article 8	Funding	9
	8.1	Prohibition against Funding	9
	8.2	Deposits in Trust	9
	8.3	Withholding of Employee Contributions	9
	Article 9	Claims Administration	9
	9.1	General	9
	9.2	Claims Procedure	10
	9.3	Right of Appeal	10
	9.4	Review of Appeal	10
	9.5	Designation	11
	Article 10	General Provisions	11
	10.1	Administrator	11
	10.2	No Assignment	11
	10.3	No Employment Rights	11
	10.4	Incompetence	11
	10.5	Identity	12
	10.6	Other Benefits	12
	10.7	Expenses	12
	10.8	Insolvency	12
	10.9	Amendment or Modification	12
	10.10	Plan Suspension	12
	10.11	Plan Termination	12
	10.12	Plan Termination due to a Change-in-Control	13
	10.13	Construction	13
	10.14	Governing Law	13
	10.15	Severability	13
	10.16	Headings	13
	10.17	Terms	13
	10.18	Code Section 409A Fail Safe Provision	13


 




     


     


    

 


Pioneer Bank 


Board of Trustees and Executive Employees Deferred
Compensation Plan 


 


WHEREAS, Pioneer Bank, and its affiliates and
subsidiaries (the “Employer”), adopted the Pioneer Bank Board of Trustees and Executive Employees Deferred
Compensation Plan (“Prior Plan”) on September 1, 2004 with an effective date of September 1, 2004;


 


WHEREAS, the Employer
amended and restated the Plan effective January 1, 2005 retaining the nonqualified deferred compensation provisions from the Prior
Plan whilst maintaining compliance with Internal Revenue Code Section 409A and regulations promulgated thereunder; and


 


WHEREAS, the Employer,
effective September 1, 2014 retained MassMutual Retirement Services, and its subcontractor, MyDeferral Executive Benefits, to provide
recordkeeping and administrative services to the Prior Plan;


 


WHEREAS, the Employer desires to change
certain provisions of the Prior Plan effective September 1, 2014; and


 


WHEREAS, Section 8.1 of the Prior Plan
provides Employer with the authority to amend and modify the Plan, subject to non-applicable restrictions;


 


NOW THEREFORE, the
Employer hereby amends and restates the Prior Plan as the Pioneer Bank Nonqualified Deferred Compensation Plan (“Plan”).
This Plan is an unfunded arrangement and is intended to be exempt from the participation, vesting, funding, and fiduciary requirements
set forth in Title I of the Employee Retirement Income Security Act of 1974, as amended. It is intended to comply with Internal
Revenue Code Section 409A.


 


Article 1      Definitions 


 


		1.1	Account



The sum of all the bookkeeping sub-accounts
as may be established for each Participant as provided in Section 5.1 hereof.


 


		1.2	Administrator



The Employer or individuals
or an administrative committee or officer of the Employer appointed by the Employer shall serve as the Administrator of the Plan.
The Administrator shall serve as the agent for the Employer with respect to the Trust


 


		1.3	Board



The Board of Trustees of the Employer.


 


		1.4	Bonus Awards



Compensation which
is designated as such by the Employer and which relates to services performed during an incentive period by an Eligible Employee
in addition to his or her Salary, including any pretax elective deferrals from said Bonus Awards to any Employer sponsored plan
that includes amounts deferred under a Deferral Election or any elective deferral as defined in Code Section 402(g)(3) or any amount
contributed or deferred at the election of the Eligible Employee in accordance with Code Section 125 or 132(f)(4).


 


		1.5	Change-in-Control



Provided that such term shall be interpreted
within the meaning of regulations promulgated under Code Section 409A, a “Change-in-Control” of the Employer
(which, for purpose of this Section 1.5 shall mean Pioneer Bank but not any of its affiliates or subsidiaries) shall mean the
first to occur of any of the following:


 




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(a)        the
date that any one person or persons acting as a group acquires ownership of Employer stock constituting more than fifty percent
(50%) of the total fair market value or total voting power of the Employer;


 


(b)        the
date that any one person or persons acting as a group acquires (or has acquired during the 12-month period ending on the date of
the most recent acquisition by such person or persons) ownership of the stock of the Employer possessing thirty percent (30%) or
more of the total voting power of the stock of the Employer;


 


(c)        the
date that any one person or persons acting as a group acquires (or has acquired during the 12-month period ending on the date of
the most recent acquisition by such person or persons) assets from the Employer that have a total gross fair market value equal
to or more than forty percent (40%) of the total gross fair market value of all of the assets of the Employer immediately prior
to such acquisition; or


 


(d)        the
date that a majority of members of the Employer’s Board is replaced during any 12-month period by directors whose appointment
or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or elections.


 


		1.6	Code



The Internal Revenue Code of 1986, as amended.


 


		1.7	Compensation



The Participant’s
earned income, including Trustee Fees, Employee Salary, Bonus Awards, Performance-based Compensation, and other remuneration from
the Employer as may be included by the Administrator.


 


		1.8	Deferrals



The portion of Compensation that a Participant
elects to defer in accordance with Section 3.1 hereof.


 


		1.9	Deferral Election



The separate agreement, submitted to the
Administrator, by which an Eligible Employee agrees to participate in the Plan and make Deferrals thereto.


 


		1.10	Disability



Provided that such
term shall be interpreted within the meaning of regulations promulgated under Code Section 409A, a Participant shall be considered
to have incurred a Disability if: (i) the Participant is unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months; (ii) the Participant is, by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months,
receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees
of the Participant’s Employer; or (iii) determined to be totally disabled by the Social Security Administration.


 


		1.11	Effective Date



September 1, 2014


 


		1.12	Eligible Employee



An Employee shall be considered an Eligible
Employee if such Employee is a member of a “select group of management or highly compensated employees,” within
the meaning of Sections 201, 301 and 401 of ERISA, and is designated as an Eligible Employee by the Administrator. The
Administrator may at any time, in its sole discretion, change the eligible criteria for an Eligible Employee or determine
that one or more Participants will cease to be an Eligible Employee. The designation of an Employee as an Eligible Employee
in any year shall not confer upon such Employee any right to be designated as an Eligible Employee in any future Plan
Year.


 




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		1.13	Eligible Trustee of the Board



A trustee shall be
considered an Eligible Trustee of the Board as designated by the Administrator in its sole discretion. The Administrator may at
any time, in its sole discretion, change the eligible criteria for an Eligible Trustee of the Board or determine that one or more
Participants will cease to be an Eligible Trustee of the Board. The designation of a Trustee of the Board as an Eligible Trustee
of the Board in any year shall not confer upon such Trustee of the Board any right to be designated as an Eligible Trustee of the
Board in any future Plan Year.


 


		1.14	Employee



Any person employed by the Employer.


 


		1.15	Employer



Pioneer Bank and its subsidiaries and affiliates.


 


		1.16	ERISA



The Employee Retirement Income Security Act of 1974,
as amended.


 


		1.17	Investment Fund



Each investment(s) which serves as a means
to measure value, increases or decreases with respect to a Participant’s Accounts.


 


		1.18	Participant



An Eligible Employee who is a Participant as provided
in Article 2.


 


		1.19	Performance-based Compensation



Provided that such term shall be interpreted
within the meaning of regulations promulgated under Code Section 409A, “Performance-based Compensation” shall
mean compensation that (i) meets the definition of Code Section 409A(a)(4)(B)(iii) and related guidance and regulations, and
(ii) is designated as such by the Employer and relates to services performed during a performance period of at least twelve
months by an Eligible Employee, including any pretax elective deferrals from said Performance-based Compensation to any
Employer sponsored plan that includes amounts deferred under a Deferral Election or any elective deferral as defined in Code
Section 402(g)(3) or any amount contributed or deferred at the election of the Eligible Employee in accordance with Code
Section 125 or 132(f)(4).


 


		1.20	Plan Year



Calendar year


 


		1.21	Salary



An Eligible Employee’s
base salary earned during a Plan Year, including any pretax elective deferrals from said Salary to any Employer sponsored plan
that includes amounts deferred under a Deferral Election or any elective deferral as defined in Code Section 402(g)(3) or any amount
contributed or deferred at the election of the Eligible Employee in accordance with Code Section 125 or 132(f)(4).


 


		1.22	Separation from Service



Provided that such
term shall be interpreted within the meaning of regulations promulgated under Code Section 409A, a Participant shall incur a Separation
from Service with the Service Recipient due to death, retirement or other termination of employment with the Service Recipient
unless the employment relationship is treated as continuing intact while the individual is on military leave, sick leave, or other
bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the individual retains
a right to reemployment with the Service Recipient under an applicable statute or by contract. Upon a sale or other disposition
of the assets of the Employer to an unrelated purchaser, the Administrator reserves the right, to the extent permitted by Code
section 409A to determine whether Participants providing services to the purchaser after and in connection with the purchase transaction
have experienced a Separation from Service.


 




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		1.23	Service Recipient



Provided that such
term shall be interpreted within the meaning of regulations promulgated under Code Section 409A, Service Recipient shall mean the
Employer or person for whom the services are performed and with respect to whom the legally binding right to compensation arises,
and all persons with whom such person would be considered a single employer under Code Section 414(b) (employees of controlled
group of corporations), and all persons with whom such person would be considered a single employer under Code Section 414(c) (employees
of partnerships, proprietorships, etc., under common control).


 


		1.24	Specified Employee



Provided that such term shall be interpreted
within the meaning of regulations promulgated under Code Section 409A, a “Specified Employee” shall mean a
participant who is considered a key employee on the Identification Date, as defined in Code Section 416(i) without regard to
section 416(i)(5) and such other requirements imposed under Code Section 409A(a)(2)(B)(i) and regulations thereunder for the
period beginning April 1 of the year subsequent to the Identification Date and ending March 31 of the following year. The
Identification Date for this Plan is December 31 of each year. Notwithstanding anything to the contrary, a Participant is not
a Specified Employee unless any stock of the Service Recipient is publicly traded on an established securities market or
otherwise.


 


		1.25	Trust



The agreement between the Employer and the
Trustee under which the assets of the Plan are held, administered and managed, which shall conform to the terms of Rev. Proc. 92-64.


 


		1.26	Trustee



State Street Bank & Trust, or such other
successor that shall become trustee pursuant to the terms of the Plan.


 


		1.27	Trustee of the Board



Any person on the Board of Trustees for the Employer.


 


Article 2       Participation 


 


		2.1	Commencement of Participation



Each Eligible Trustee of the Board or Employee
shall become a Participant at the earlier of the date on which his or her Deferral Election first becomes effective.


 


		2.2	Loss of Eligible Trustee of the Board or Employee Status



A Participant who is
no longer an Eligible Trustee of the Board or Employee shall not be permitted to submit a Deferral Election and all Deferrals for
such Participant shall cease as of the end of the year in which such Participant is determined to no longer be an Eligible Trustee
of the Board or Employee. Amounts credited to the Account of a Participant who is no longer an Eligible Trustee of the Board or
Employee shall continue to be held pursuant to the terms of the Plan and shall be distributed as provided in Article 6.


 


Article 3       Contributions 


 


		3.1	Deferral Elections - General



A
Participant’s Deferral Election for a Plan Year, is irrevocable for that applicable Plan Year; provided, however that a
cessation of Deferrals shall be allowed if required by the terms of the Employer’s qualified 401(k) plan in order for
the Participant to obtain a hardship withdrawal from the 401(k) plan, or if required under Section 6.9 (Unforeseeable
Emergency) of this Plan. Such amounts deferred under the Plan shall not be made available to such Participant, except as
provided in Article 6, and shall reduce such Participant’s Compensation from the Employer in accordance with the
provisions of the applicable Deferral Election; provided, however, that all such amounts shall be subject to the rights of
the general creditors of the Employer as provided in Article 8. The Deferral Election, in addition to the requirements set
forth below, must designate: (i) the amount of Compensation to be deferred, (ii) the time of the distribution, and (iii) the
form of the distribution.


 




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		3.2	Time of Election



A Deferral Election shall be void if it is not made
in a timely manner as follows:


 


(a)        A
Deferral Election with respect to any Compensation must be submitted to the Administrator before the beginning of the calendar
year during which the amount to be deferred will be earned. As of December 31 of each calendar year, said Deferral Election is
irrevocable for the calendar year.


 


(b)        Notwithstanding
the foregoing and in the discretion of the Employer, in a year in which a Trustee of the Board or Employee is first eligible to
participate, and provided that such Trustee of the Board or Employee is not eligible to participate in any other similar account
balance arrangement subject to Code Section 409A, such Deferral Election shall be submitted within thirty (30) days after the date
on which a Trustee of the Board or Employee is first eligible to participate, and such Deferral Election shall apply to Compensation
to be earned during the remainder of the calendar year after such election is made.


 


(c)        Notwithstanding
the foregoing and in the discretion of the Employer, a Deferral Election with respect to any Performance-based Compensation may
be submitted by the Eligible Employee or Participant provided that such Deferral Election is submitted at least six (6) months
prior to the end of the performance period on which the Performance-based Compensation is based.


 


		3.3	Distribution Elections



At the time a Participant
makes a Deferral Election, he or she must also elect the time and form of the distribution by establishing one or more In-Service
Account or Separation Account(s) as provided in Sections 5.1 and 6.1. If the Participant fails to properly designate the time and
form of a distribution, the Participant’s Account shall be designated as a Separation Account and shall be paid in a lump
sum.


 


		3.4	Additional Requirements



The Deferral Election,
subject to the limitations set forth in Sections 3.1 and 3.2 hereof, shall comply with the following additional requirements, or
as otherwise required by the Administrator in its sole discretion:


 


(a)        Deferrals
may be made in whole percentages or stated dollar amounts as determined by the Administrator.


 


(b)        The
maximum amount that may be deferred each Plan Year is one-hundred percent (100%) of the Trustee of the Board’s Fees, one-hundred
percent (100%) of the Participant’s Salary and one-hundred percent (100%) of the Participant’s Bonus Awards and Performance-based
Compensation, net of applicable taxes.


 


		3.5	Cancellation of Deferral Election due to Disability



Notwithstanding anything
to the contrary, if a Participant incurs a disability as defined in this Section 3.5, said Participant may file an election to
stop Deferrals as of the date the election is received by the Administrator, provided that such cancellation occurs by the later
of the end of the calendar year or the 15th day of the third month following the date the Participant incurs a disability. Disability
for purposes of this Section 3.5 only means that a Participant incurs a medically determinable physical or mental impairment resulting
in the Participant’s inability to perform the duties of his or her position or any substantially similar position, where
such impairment can be expected to result in death or can be expected to last for a continuous period of not less than six months,
as determined by the Administrator in its sole discretion.


 




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Article 4       Vesting 


 


		4.1	Vesting of Deferrals



A Participant shall be one-hundred percent
(100%) vested in his or her Account attributable to Deferrals and any earning or losses on the investment of such Deferrals.


 


Article 5       Accounts 


 


		5.1	Accounts



The Administrator shall
establish and maintain a bookkeeping account in the name of each Participant. The Administrator shall also establish sub-accounts
as provided in subsection (a) and (b), below, as elected by the Participant pursuant to Article 3. A Participant may have a maximum
of ten (10) sub-accounts at any time.


 


(a)        A
Participant may establish one or more Separation Account (“Separation sub-account”) by designating as such on the Participant’s
Deferral Election. Each Participant’s Separation sub-account shall be credited with Deferrals (as specified in the Participant’s
Deferral Election), and the Participant’s allocable share of any earnings or losses on the foregoing. Each Participant’s
Separation sub-account shall be reduced by any distributions made plus any federal and state tax withholding, and any social security
withholding tax as may be required by law.


 


(b)
       A Participant may elect to establish one or more In-Service Account
(“In-Service sub-account”) by designating as such in the Participant’s Deferral Election the year in which
payment shall be made. Each Participant’s In-Service sub-account shall be credited with Deferrals (as specified in the
Participant’s Deferral Election), and the Participant’s allocable share of any earnings or losses on the
foregoing. Each Participant’s In-Service sub-account shall be reduced by any distributions made plus any federal and
state tax withholding and any social security withholding tax as may be required by law.


 


		5.2	Investments, Gains and Losses



 


(a)        A
Participant may direct that his or her Separation sub-accounts and or In-Service sub-accounts established pursuant to Section 5.1
may be valued as if they were invested in one or more Investment Funds as selected by the Employer in multiples of one percent
(1%). The Employer may from time to time, at the discretion of the Administrator, change the Investment Funds for purposes of this
Plan.


 


(b)        The
Administrator shall adjust the amounts credited to each Participant’s Account to reflect Deferrals, investment experience,
distributions and any other appropriate adjustments. Such adjustments shall be made as frequently as is administratively feasible.


 


(c)        A
Participant may change his or her selection of Investment Funds no more than six (6) times each Plan Year with respect to his or
her Account or sub-accounts by filing a new election in accordance with procedures established by the Administrator. An election
shall be effective as soon as administratively feasible following the date the change is submitted on a form prescribed by the
Administrator.


 


(d)        Notwithstanding
the Participant’s ability to designate the Investment Fund in which his or her deferred Compensation shall be deemed invested,
the Employer shall have no obligation to invest any funds in accordance with the Participant’s election. Participants’
Accounts shall merely be bookkeeping entries on the Employer’s books, and no Participant shall obtain any property right
or interest in any Investment Fund.


 


Article 6       Distributions 


 


		6.1	Distribution Election



Each Participant shall designate in
his or her Deferral Election the form and timing of his or her distribution by indicating the type of sub-account as
described under Section 5.1, and by designating the form in which payments shall be made from the choices available under
Section 6.2 and 6.3 hereof. Notwithstanding anything to the contrary contained herein provided, no acceleration of the time
or schedule of payments under the Plan shall occur except as permitted under both this Plan and Code Section 409A.


 




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		6.2	Distributions upon an In-Service Account Triggering
Date



In-Service sub-account
distributions shall begin as soon as administratively feasible but no later than sixty (60) days following June 1 of the calendar
year designated by the Participant on a properly submitted Deferral Election, and are payable in either a lump-sum payment or substantially
equal annual installments, as described in Section 6.4 below, over a period of up to five (5) years as elected by the Participant
in his or her Deferral Election. If the Participant fails to designate the form of the distribution, the sub-account shall be paid
in a lump-sum payment. Notwithstanding anything to the contrary contained herein, in the event the Participant has an In-Service
sub-account from the Prior Plan, such Prior Plan In-Service sub-account shall be maintained and accounted for pursuant to the applicable
Prior Plan rules, which shall include but not be limited to, those requirements affecting distribution(s).


 


		6.3	Distributions upon a Separation



If the Participant
has a Separation from Service, the Participant’s Separation sub-account shall be distributed as soon as administratively
feasible but no later than sixty (60) days following the Participant’s Separation from Service, subject to Section 6.10 (Distributions
to Specified Employees).


 


Distribution shall be made either in a
lump-sum payment or in substantially equal annual installments, as defined in Section 6.4 below, over a period of up to ten (10)
years as elected by the Participant. If the Participant fails to designate the form of the distribution, the sub-account shall
be paid in a lump-sum payment. If a Participant has any In-Service sub-accounts at the time of his or her Separation, said sub-accounts
shall be distributed in a lump sum as soon as administratively feasible but no later than sixty (60) days following Participant’s
Separation from Service, subject to Section 6.10 (Distributions to Specified Employees). Notwithstanding anything to the contrary
contained herein, in the event the Participant has a Separation sub-account (a.k.a. Retirement Account) from the Prior Plan, such
Prior Plan Separation sub-account shall be maintained and accounted for pursuant to the applicable Prior Plan rules, which shall
include but not be limited to, those requirements affecting distribution(s).


 


		6.4	Substantially Equal Annual Installments



 


(a)        The
amount of the substantially equal payments shall be determined by multiplying the Participant’s Account or sub-account by
a fraction, the denominator of which in the first year of payment equals the number of years over which benefits are to be paid,
and the numerator of which is one (1). The amounts of the payments for each succeeding year shall be determined by multiplying
the Participant’s Account or sub-account as of the applicable anniversary of the payout by a fraction, the denominator of
which equals the number of remaining years over which benefits are to be paid, and the numerator of which is one (1). Installment
payments made pursuant to this Section 6.4 shall be made as soon as administratively feasible but no later than sixty (60) days
following the anniversary of the distribution event, subject to Section 6.10 (Distributions to Specified Employees).


 


(b)        For
purposes of the Plan pursuant to Code Section 409A and regulations thereunder, a series of annual installments from a particular
subaccount shall be considered a single payment.


 


		6.5	Distributions due to Disability



Upon a Participant’s
Disability, all amounts credited to his or her Account shall be paid to the Participant in a lump sum as soon as administratively
feasible but no later than sixty (60) days following the date of Disability.


 


		6.6	Distributions upon Death



Upon the death of a
Participant, all amounts credited to his or her Account shall be paid, as soon as administratively feasible but no later than sixty
(60) days following Participant’s date of death, to his or her beneficiary or beneficiaries, as determined under Article
7 hereof, in a lump sum.


 




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		6.7	Changes to Distribution Elections



A Participant will
be permitted to elect to change the form or timing of the distribution of the balance of his or her one or more sub-accounts within
his or her Account to the extent permitted and in accordance with the requirements of Code Section 409A(a)(4)(C), including the
requirement that (i) a redeferral election may not take effect until at least twelve (12) months after such election is filed with
the Employer, (ii) an election to further defer a distribution (other than a distribution upon death, Disability or an unforeseeable
emergency) must result in the first distribution subject to the election being made at least five (5) years after the previously
elected date of distribution, and (iii) any redeferral election affecting a distribution at a fixed date must be filed with the
Employer at least twelve (12) months before the first scheduled payment under the previous fixed date distribution election.


 


		6.8	Acceleration or Delay in Payments



To the extent
permitted by Code Section 409A, and notwithstanding any provision of the Plan to the contrary, the Administrator, in its sole
discretion, may elect to (i) accelerate the time or form of payment of a benefit owed to a Participant hereunder in
accordance with the terms and subject to the conditions of Treasury Regulations Section 1.409A-3(j)(4), or (ii) delay the
time of payment of a benefit owed to a Participant hereunder in accordance with the terms and subject to the conditions of
Treasury Regulations Section 1.409A-2(b)(7). By way of example, and at the sole discretion of the Administrator, if a
Participant’s entire Account balance is less than the applicable Code Section 402(g) annual limit, the Employer may
distribute the Participant’s Account in a lump sum provided that the distribution results in the termination of the
participant’s entire interest in the Plan, subject to the plan aggregation rules of Code Section 409A and regulations
thereunder. By way of example, the Administrator may permit such acceleration of the time or schedule of a payment under the
arrangement to an individual other than a Participant as may be necessary to fulfill a domestic relations order (as defined
in Code Section 414(p)(1)(B)).


 


		6.9	Unforeseeable Emergency



The Administrator may
permit an early distribution of part or all of any deferred amounts; provided, however, that such distribution shall be made only
if the Administrator, in its sole discretion, determines that the Participant, or the Participant’s beneficiary, has experienced
an Unforeseeable Emergency. An Unforeseeable Emergency is defined as a severe financial hardship resulting from an illness or accident
of the Participant, the Participant’s spouse, the Participant’s beneficiary, or a dependent (as defined in Code Section
152(a)) of the Participant, loss of the Participant’s property due to casualty or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the Participant. If an Unforeseeable Emergency is determined
to exist, a distribution may not exceed the amounts necessary to satisfy such emergency plus amounts necessary to pay taxes reasonably
anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved
through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent
the liquidation of such assets would not itself cause severe financial hardship).


 


		6.10	Distributions to Specified Employee



Notwithstanding anything
herein to the contrary, if any Participant is a Specified Employee upon a Separation from Service for any reason other than death,
distributions shall commence no earlier than six months following Separation from Service (or, if earlier, the date of death of
the Participant) and no later than eight months following Separation from Service. If distributions are to be made in annual installments,
the second installment and all those thereafter will be made on the applicable anniversaries of the date on which the Participant’s
initial installment was payable.


 


		6.11	Minimum Distribution



Notwithstanding any
provision to the contrary, if the balance of a Participant’s Account or sub-account at the time of a distribution event is
$10,000 or less, then the Participant shall be paid his or her Account or sub-account as a single lump sum.


 


		6.12	Form of Payment



All distributions shall be made in the form of cash.


 




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Article 7       Beneficiaries 


 


		7.1	Beneficiaries



Each Participant may
from time to time designate one or more persons (who may be any one or more members of such person’s family or other persons,
administrators, trusts, foundations or other entities) as his or her beneficiary under the Plan. Such designation shall be made
in a form prescribed by the Administrator. Each Participant may at any time and from time to time, change any previous beneficiary
designation, without notice to or consent of any previously designated beneficiary, by amending his or her previous designation
in a form prescribed by the Administrator. If the beneficiary does not survive the Participant (or is otherwise unavailable to
receive payment), or if no beneficiary is validly designated then the amounts payable under this Plan shall be paid to the Participant’s
estate. If more than one person is the beneficiary of a deceased Participant, each such person shall receive a pro rata share of
any death benefit payable unless otherwise designated in the applicable form. If a beneficiary who is receiving benefits dies,
all benefits that were payable to such beneficiary shall then be payable to the estate of that beneficiary.


 


		7.2	Lost Beneficiary



All Participants and
beneficiaries shall have the obligation to keep the Administrator informed of their current address until such time as all benefits
due have been paid. If a Participant or beneficiary cannot be located by the Administrator exercising due diligence, then, in its
sole discretion, the Administrator may presume that the Participant or beneficiary is deceased for purposes of the Plan and all
unpaid amounts (net of due diligence expenses) owed to the Participant or beneficiary shall be paid accordingly or, if a beneficiary
cannot be so located, then such amounts may be forfeited. Any such presumption of death shall be final, conclusive and binding
on all parties.


 


Article 8       Funding 


 


		8.1	Prohibition against Funding



Should any investment
be acquired in connection with the liabilities assumed under this Plan, it is expressly understood and agreed that the Participants
and beneficiaries shall not have any right with respect to, or claim against, such assets nor shall any such purchase be construed
to create a trust of any kind or a fiduciary relationship between the Employer and the Participants, their beneficiaries or any
other person. Any such assets shall be and remain a part of the general, unpledged, unrestricted assets of the Employer, subject
to the claims of its general creditors. It is the express intention of the parties hereto that this arrangement shall be unfunded
for tax purposes and for purposes of Title I of the ERISA. Each Participant and beneficiary shall be required to look to the provisions
of this Plan and to the Employer itself for enforcement of any and all benefits due under this Plan, and to the extent any such
person acquires a right to receive payment under this Plan, such right shall be no greater than the right of any unsecured general
creditor of the Employer. The Employer or the Trust shall be designated the owner and beneficiary of any investment acquired in
connection with its obligation under this Plan.


 


		8.2	Deposits in Trust



Notwithstanding Section
8.1, or any other provision of this Plan to the contrary, the Employer may deposit into the Trust any amounts it deems appropriate
to pay the benefits under this Plan. The amounts so deposited may include all contributions made pursuant to a Deferral Election
by a Participant.


 


		8.3	Withholding of Employee Contributions



The Administrator is authorized to make
any and all necessary arrangements with the Employer in order to withhold the Participant’s Deferrals under Section 3.1
hereof from his or her Compensation. The Administrator shall determine the amount and timing of such withholding.


 


Article 9       Claims Administration 


 


		9.1	General



If a Participant, beneficiary or his
or her representative is denied all or a portion of an expected Plan benefit for any reason and the Participant, beneficiary
or his or her representative desires to dispute the decision of the Administrator, he or she must file a written notification
of his or her claim with the Administrator.


 




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		9.2	Claims Procedure



Upon receipt of any
written claim for benefits, the Administrator shall be notified and shall give due consideration to the claim presented. If any
Participant or beneficiary claims to be entitled to benefits under the Plan and the Administrator determines that the claim should
be denied in whole or in part, the Administrator shall, in writing, notify such claimant within ninety (90) days (forty-five (45)
days if the claim is on account of Disability) of receipt of the claim that the claim has been denied. The Administrator may extend
the period of time for making a determination with respect to any claim for a period of up to ninety (90) days (thirty (30) days
if claim is on account of Disability), provided that the Administrator determines that such an extension is necessary because of
special circumstances and notifies the claimant, prior to the expiration of the initial ninety (90) day (or forty-five (45) day)
period, of the circumstances requiring the extension of time and the date by which the Plan expects to render a decision. If the
claim is denied to any extent by the Administrator, the Administrator shall furnish the claimant with a written notice setting
forth:


 


(a)        the
specific reason or reasons for denial of the claim;


 


(b)        a specific
reference to the Plan provisions on which the denial is based;


 


(c)        a
description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why
such material or information is necessary; and


 


(d)        an explanation
of the provisions of this Article.


 


Under no circumstances shall any failure by the
Administrator to comply with the provisions of this Section 9.2 be considered to constitute an allowance of the
claimant’s claim.


 


		9.3	Right of Appeal



A claimant who has
a claim denied wholly or partially under Section 9.2 may appeal to the Administrator for reconsideration of that claim. A request
for reconsideration under this Section must be filed by written notice within sixty (60) days (one-hundred and eighty (180) days
if the claim is on account of Disability) after receipt by the claimant of the notice of denial under Section 9.2.


 


		9.4	Review of Appeal



Upon receipt of an
appeal the Administrator shall promptly take action to give due consideration to the appeal. Such consideration may include a hearing
of the parties involved, if the Administrator feels such a hearing is necessary. In preparing for this appeal, the claimant shall
be given the right to review pertinent documents and the right to submit in writing a statement of issues and comments. After consideration
of the merits of the appeal, the Administrator shall issue a written decision, which shall be binding on all parties. The decision
shall specifically state its reasons and pertinent Plan provisions on which it relies. The Administrator’s decision shall
be issued within sixty (60) days (forty-five (45) days if the claim is on account of Disability) after the appeal is filed, except
that the Administrator may extend the period of time for making a determination with respect to any claim for a period of up one-hundred
and twenty (120) days (ninety (90) days if the claim is on account of Disability), provided that the Administrator determines that
such an extension is necessary because of special circumstances and notifies the claimant, prior to the expiration of the initial
one-hundred and twenty (120) day (or, if the claim is on account of Disability, initial ninety (90) day) period, of the circumstances
requiring the extension of time and the date by which the Plan expects to render a decision. Under no circumstances shall any failure
by the Administrator to comply with the provisions of this Section 9.4 be considered to constitute an allowance of the claimant’s
claim. In the case of a claim on account of Disability: (i) the review of the denied claim shall be conducted by an employee who
is neither the individual who made the initial determination or a subordinate of such person; and (ii) no deference shall be given
to the initial determination. For issues involving medical judgment, the employee must consult with an independent health care
professional who may not be the health care professional who rendered the initial claim.


 




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		9.5	Designation



The Administrator may
designate any other person of its choosing to make any determination otherwise required under this Article. Any person so designated
shall have the same authority and discretion granted to the Administrator hereunder.


 


Article 10       General Provisions 


 


		10.1	Administrator



 


(a)        The
Administrator is expressly empowered to limit the amount of Compensation that may be deferred; to deposit amounts into the Trust
in accordance with Section 8.2 hereof; to interpret the Plan, and to determine all questions arising in the administration, interpretation
and application of the Plan; to employ actuaries, accountants, counsel, and other persons it deems necessary in connection with
the administration of the Plan; to request any information from the Employer it deems necessary to determine whether the Employer
would be considered insolvent or subject to a proceeding in bankruptcy; and to take all other necessary and proper actions to fulfill
its duties as Administrator.


 


(b)        The
Administrator shall not be liable for any actions by it hereunder, unless due to its own negligence, willful misconduct or lack
of good faith.


 


(c)        The
Administrator shall be indemnified and saved harmless by the Employer from and against all personal liability to which it may be
subject by reason of any act done or omitted to be done in its official capacity as Administrator in good faith in the administration
of the Plan and Trust, including all expenses reasonably incurred in its defense in the event the Employer fails to provide such
defense upon the request of the Administrator. The Administrator is relieved of all responsibility in connection with its duties
hereunder to the fullest extent permitted by law, short of breach of duty to the beneficiaries.


 


		10.2	No Assignment



Benefits or payments
under this Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment, or garnishment by creditors of the Participant or the Participant’s beneficiary, whether voluntary or involuntary,
and any attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber, attach or garnish the same shall not be valid,
nor shall any such benefit or payment be in any way liable for or subject to the debts, contracts, liabilities, engagement or torts
of any Participant or beneficiary, or any other person entitled to such benefit or payment pursuant to the terms of this Plan,
except to such extent as may be required by law. If any Participant or beneficiary or any other person entitled to a benefit or
payment pursuant to the terms of this Plan becomes bankrupt or attempts to anticipate, alienate, sell, transfer, assign, pledge,
encumber, attach or garnish any benefit or payment under this Plan, in whole or in part, or if any attempt is made to subject any
such benefit or payment, in whole or in part, to the debts, contracts, liabilities, engagements or torts of the Participant or
beneficiary or any other person entitled to any such benefit or payment pursuant to the terms of this Plan, then such benefit or
payment, in the discretion of the Administrator, shall cease and terminate with respect to such Participant or beneficiary, or
any other such person.


 


		10.3	No Employment Rights



Participation in this
Plan shall not be construed to confer upon any Participant the legal right to be retained in the employ of the Employer, or give
a Participant or beneficiary, or any other person, any right to any payment whatsoever, except to the extent of the benefits provided
for hereunder. Each Participant shall remain subject to discharge to the same extent as if this Plan had never been adopted.


 


		10.4	Incompetence



If the Administrator
determines that any person to whom a benefit is payable under this Plan is incompetent by reason of physical or mental disability,
the Administrator shall have the power to cause the payments becoming due to such person to be made to another for his or her benefit
without responsibility of the Administrator or the Employer to see to the application of such payments. Any payment made pursuant
to such power shall, as to such payment, operate as a complete discharge of the Employer, the Administrator and the Trustee.


 




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		10.5	Identity



If, at any time, any
doubt exists as to the identity of any person entitled to any payment hereunder or the amount or time of such payment, the Administrator
shall be entitled to hold such sum until such identity or amount or time is determined or until an order of a court of competent
jurisdiction is obtained. The Administrator shall also be entitled to pay such sum into court in accordance with the appropriate
rules of law. Any expenses incurred by the Employer, Administrator, and Trust incident to such proceeding or litigation shall be
charged against the Account of the affected Participant.


 


		10.6	Other Benefits



The benefits of each
Participant or beneficiary hereunder shall be in addition to any benefits paid or payable to or on account of the Participant or
beneficiary under any other pension, disability, annuity or retirement plan or policy whatsoever.


 


		10.7	Expenses



All expenses incurred in the administration
of the Plan, whether incurred by the Employer or the Plan, shall be paid by the Employer.


 


		10.8	Insolvency



Should the Employer
be considered insolvent (as defined by the Trust), the Employer, through its Board and chief executive officer, shall give immediate
written notice of such to the Administrator of the Plan and the Trustee. Upon receipt of such notice, the Administrator or Trustee
shall cease to make any payments to Participants who were Employees of the Employer or their beneficiaries and shall hold any and
all assets attributable to the Employer for the benefit of the general creditors of the Employer.


 


		10.9	Amendment or Modification



The Employer may, at
any time, in its sole discretion, amend or modify the Plan in whole or in part, except that no such amendment or modification shall
have any retroactive effect to reduce any amounts allocated to a Participant’s Accounts, and provided that such amendment
or modification complies with Code Section 409A and related regulations thereunder.


 


		10.10	Plan Suspension



The Employer further reserves the
right to suspend the Plan in whole or in part, except that no such suspension shall have any retroactive effect to reduce any
amounts allocated to a Participant’s Accounts, and provided that the distribution of the vested Participant Accounts
shall not be accelerated but shall be paid at such time and in such manner as determined under the terms of the Plan
immediately prior to suspension as if the Plan had not been suspended.


 


		10.11	Plan Termination



The Employer further
reserves the right to terminate the Plan in whole or in part, in the following manner, except that no such termination shall have
any retroactive effect to reduce any amounts allocated to a Participant’s Accounts, and provided that such termination complies
with Code Section 409A and related regulations thereunder:


 


(a)
       The Employer, in its sole discretion, may terminate the Plan and distribute all
vested Participants’ Accounts no earlier than twelve (12) calendar months from the date of the Plan termination and no
later than twenty-four (24) calendar months from the date of the Plan termination, provided however that all other similar
arrangements are also terminated by the Employer for any affected Participant and no other similar arrangements are adopted
by the Employer for any affected Participant within a three (3) year period from the date of termination; or


 


(b)
       The Employer may decide, in its sole discretion, to terminate the Plan in the event
of a corporate dissolution taxed under Code Section 331, or with the approval of a bankruptcy court, provided that the
Participants vested Account balances are distributed to Participants and are included in the Participants’ gross income
in the latest of: (i) the calendar year in which the termination occurs; (ii) the calendar year in which the amounts deferred
are no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which payment is
administratively practicable.


 




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		10.12	Plan
Termination due to a Change-in-Control



The
Employer may decide, in its discretion, to terminate the Plan in the event of a Change-in-Control and distribute all vested Participants
Account balances no earlier than thirty (30) days prior to the Change-in-Control and no later than twelve (12) months after the
effective date of the Change-in-Control, provided however that the Employer terminates all other similar arrangements for any affected
Participant.


 


		10.13	Construction



All
questions of interpretation, construction or application arising under or concerning the terms of this Plan shall be decided by
the Administrator, in its sole and final discretion, whose decision shall be final, binding and conclusive upon all persons.


 


		10.14	Governing
Law



This
Plan shall be governed by, construed and administered in accordance with the applicable provisions of ERISA, Code Section 409A,
and any other applicable federal law, provided, however, that to the extent not preempted by federal law this Plan shall be governed
by, construed and administered under the laws of the State of New York other than its laws respecting choice of law.


 


		10.15	Severability



If
any provision of this Plan is held invalid or unenforceable, its invalidity or unenforceability shall not affect any other provision
of this Plan and this Plan shall be construed and enforced as if such provision had not been included therein. If the inclusion
of any Employee (or Employees) as a Participant under this. Plan would cause the Plan to fail to comply with the requirements of
sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, then the Plan shall be severed with respect to such Employee or Employees, who
shall be considered to be participating in a separate arrangement.


 


		10.16	Headings



The
Article headings contained herein are inserted only as a matter of convenience and for reference and in no way define, limit, enlarge
or describe the scope or intent of this Plan nor in any way shall they affect this Plan or the construction of any provision thereof.


 


		10.17	Terms



Capitalized
terms shall have meanings as defined herein. Singular nouns shall be read as plural, masculine pronouns shall be read as feminine,
and vice versa, as appropriate.


 


		10.18	Code
Section 409A Fail Safe Provision



If
any provision of this Plan violates Code Section 409A, the regulations promulgated thereunder, regulatory interpretations, announcements
or mandatory judicial precedent construing Code Section 409A (collectively “Applicable Law”), then such provision shall
be void and have no effect. At all times, this Plan shall be interpreted in such manner that it complies with Applicable Law.


 


IN
WITNESS WHEREOF, Pioneer Bank has caused this instrument to be executed by its duly authorized officer, effective as of this 14
day of august, 2014.


 


 


	Pioneer Bank
	By:	Susan C. Vernooy
	Title:	Senior Vice President /Chief Human Resources Officer


 



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