Unassociated Document


    


      RIVERVIEW
COMMUNITY BANK

       

      DIRECTORS'
AND EXECUTIVE OFFICERS'

      DEFERRED
COMPENSATION PLAN

      (2008
Restatement)

       

       

       

      Effective:
December 17, 2008


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      RIVERVIEW
COMMUNITY BANK

      DIRECTORS'
AND EXECUTIVE OFFICERS'

      DEFERRED
COMPENSATION PLAN

      (2008
Restatement)

       Page

       

      
        	
                ARTICLE
      1

              	 
      	
                DEFINITIONS

              	  
	 
      	
                1.1

              	 
      	
                Account

              	
                2

              
	 
      	
                1.2

              	 
      	
                Bank

              	
                2

              
	 
      	
                1.3

              	 
      	
                Beneficiary

              	
                2

              
	 
      	
                1.4

              	 
      	
                Board

              	
                2

              
	 
      	
                1.5

              	 
      	
                Code

              	
                2

              
	 
      	
                1.6

              	 
      	
                Committee

              	
                2

              
	 
      	
                1.7

              	 
      	
                Compensation

              	
                2

              
	 
      	
                1.8

              	 
      	
                Deferral
      Election

              	
                3

              
	 
      	
                1.9

              	 
      	
                Determination
      Date

              	
                3

              
	 
      	
                1.10

              	 
      	
                Director

              	
                3

              
	 
      	
                1.11

              	 
      	
                Disabled
      or Disability

              	
                3

              
	 
      	
                1.12

              	 
      	
                Executive
      Officer

              	
                3

              
	 
      	
                1.13

              	 
      	
                Interest

              	
                3

              
	 
      	
                1.14

              	 
      	
                Participant

              	
                3

              
	 
      	
                1.15

              	 
      	
                Participating
      Subsidiary

              	
                3

              
	 
      	
                1.16

              	 
      	
                Participation
      Agreement

              	
                3

              
	 
      	
                1.17

              	 
      	
                Plan
      Benefit

              	
                3

              
	 
      	
                1.18

              	 
      	
                Plan
      Year

              	
                3

              
	 
      	
                1.19

              	 
      	
                Separation
      from Service

              	
                3

              
	 
      	 
      	 
      	 
      	 
      
	
                ARTICLE
      2

              	 
      	
                PARTICIPATION

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                2.1

              	 
      	
                Participation

              	
                4

              
	 
      	
                2.2

              	 
      	
                Deferral
      Elections

              	
                4

              
	 
      	
                2.3

              	 
      	
                Modification
      or Revocation of Deferral Elections

              	
                4

              
	 
      	 
      	 
      	 
      	 
      
	
                ARTICLE
      3

              	 
      	
                 DEFERRED
      COMPENSATION ACCOUNTS

              	 
      
	 
      	
                3.1

              	 
      	
                Maintenance
      of Accounts

              	
                5

              
	 
      	
                3.2

              	 
      	
                Account
      Adjustments

              	
                5

              
	 
      	
                3.3

              	 
      	
                Account
      Statements

              	
                5

              
	 
      	 
      	 
      	 
      	 
      
	
                ARTICLE
      4

              	 
      	
                PLAN
      BENEFITS

              	 
      
	 
      	
                4.1

              	 
      	
                Amount
      of Benefit

              	
                6

              
	 
      	
                4.2

              	 
      	
                Time
      of Payment

              	
                6

              
	 
      	
                4.3

              	 
      	
                Form
      of Payment

              	
                6

              
	 
      	
                4.4

              	 
      	
                Overrides

              	
                7

              
	 
      	
                4.5

              	 
      	
                Change
      in Time or Form of Payment

              	
                7

              
	 
      	
                4.6

              	 
      	
                Special
      2008 Elections

              	
                7

              
	 
      	
                4.7

              	 
      	
                Hardship
      Withdrawals

              	
                7

              
	 
      	
                4.8

              	 
      	
                Death
      Benefits

              	
                8

              


      

       

      
        
          
          

        

        
          
          

          
            

            -i-

        

        
          
          

        

      

      
        	 	 	 	
                                                                                                                         
      

                                                       
      

              
	 
      	 
      	 
      	 
      	 
      
	 	 	 	 	 Page 
      
	 	 	 	 	 
	 
      	
                4.9

              	 
      	
                Disability
      Benefits

              	
                8

              
	 
      	
                4.10

              	 
      	
                Cashout
      of Small
      Accounts                                                      

              	
                8

              
	 
      	
                4.11

              	 
      	
                Withholding

              	
                8

              
	 
      	
                4.12

              	 
      	
                Tax
      Reporting

              	
                8

              
	 
      	
                4.13

              	 
      	
                Loans

              	
                9

              
	 
      	
                4.14

              	 
      	
                Delayed
      Distributions to Key Employees

              	
                9

              
	 
      	
                4.15

              	 
      	
                Facility
      of Payment

              	
                9

              
	 
      	
                4.16

              	 
      	
                Change
      in Control

              	
                9

              
	 
      	 
      	 
      	 
      	 
      
	
                ARTICLE
      5

              	 
      	
                BENEFICIARIES

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                5.1

              	 
      	
                Beneficiary
      Designation

              	
                11

              
	 
      	
                5.2

              	 
      	
                Change
      in Marital Status; Community Property Rights

              	
                11

              
	 
      	
                5.3

              	 
      	
                Default
      Beneficiary

              	
                11

              
	 
      	
                5.4

              	 
      	
                Effect
      of Payment

              	
                11

              
	 
      	 
      	 
      	 
      	 
      
	
                ARTICLE
      6

              	
                PLAN
      ADMINISTRATION

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                6.1

              	 
      	
                Committee;
      Duties

              	
                12

              
	 
      	
                6.2

              	 
      	
                Agents

              	
                12

              
	 
      	
                6.3

              	 
      	
                Binding
      Effect of Decisions

              	
                12

              
	 
      	
                6.4

              	 
      	
                Indemnification

              	
                12

              
	 
      	 
      	 
      	 
      	 
      
	
                ARTICLE
      7

              	
                CLAIMS
      PROCEDURE

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                7.1

              	 
      	
                Written
      Claims

              	
                12

              
	 
      	
                7.2

              	 
      	
                Denial
      of Claim

              	
                12

              
	 
      	
                7.3

              	 
      	
                Review
      of Claim

              	
                13

              
	 
      	
                7.4

              	 
      	
                Decision
      on Review

              	
                13

              
	 
      	
                7.5

              	 
      	
                Exhaustion
      of Review Process

              	
                13

              
	 
      	 
      	 
      	 
      	 
      
	
                ARTICLE
      8

              	
                AMENDMENT
      AND TERMINATION OF PLAN

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                8.1

              	 
      	
                Amendment

              	
                13

              
	 
      	
                8.2

              	 
      	
                Effect
      of Termination; Distribution of Accounts

              	
                14

              
	 
      	 
      	 
      	 
      	 
      
	
                ARTICLE
      9

              	
                GENERAL
      PROVISIONS

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                9.1

              	 
      	
                Unfunded
      Plan

              	
                15

              
	 
      	
                9.2

              	 
      	
                Unsecured
      General Creditors

              	
                15

              
	 
      	
                9.3

              	 
      	
                Nonassignability

              	
                15

              
	 
      	
                9.4

              	 
      	
                Not
      a Contract of Employment

              	
                16

              
	 
      	
                9.5

              	 
      	
                Participant's
      Cooperation

              	
                16

              
	 
      	
                9.6

              	 
      	
                Expenses
      Relating to Enforcing Agreement

              	
                16

              
	 
      	
                9.7

              	 
      	
                Interest
      on Delinquent Payments

              	
                16

              
	 
      	
                9.8

              	 
      	
                Governing
      Law

              	
                17

              
	 
      	
                9.9

              	 
      	
                Severability

              	
                17

              
	 
      	
                9.10

              	 
      	
                Notice

              	
                17

              
	 
      	
                9.11

              	 
      	
                Successors

              	
                17

              
	 
      	 
      
	
                SIGNATURE

              	
                17

              


      

       


      
        
           
-ii-

        

        
           


          
            

          

        

        
           


        

      


      RIVERVIEW
COMMUNITY BANK

       

      DIRECTORS'
AND EXECUTIVE OFFICERS'

      DEFERRED
COMPENSATION PLAN

      (2008
Restatement)

       

      PREAMBLE


        
          

        

      

       

      
        	
                A.

              	
                PURPOSE. The
      purpose of this Plan is to assist the Bank in attracting, motivating and
      retaining high caliber executive talent for its Board of Directors and its
      senior management by:

              
	 
      	 
      
	 
      	
                (1)  Providing
      its Directors and Executive Officers with the opportunity to defer their
      fees or compensation on a pre tax and tax-sheltered
  basis;

              
	 
      	 
      
	 
      	
                (2)  Correlating
      the earnings credited to the deferred Compensation to the Bank's yield on
      assets;

              
	 
      	 
      
	 
      	
                (3)  Allowing
      Participants to receive payment of their deferred funds upon their
      Separation from Service or an unexpected financial hardship;
      and

              
	 
      	 
      
	 
      	
                (4)  Upon
      a change in control, requiring the deferred funds to be held in a "rabbi
      trust" where, although those funds would be subject to the claims of
      creditors in the event of the Bank's insolvency, they would be otherwise
      dedicated solely to providing benefit payments under the
    Plan.

              
	 
      	 
      
	
                B.

              	
                ERISA
      EXEMPTION. This is an unfunded plan maintained primarily for
      the purpose of providing deferred compensation for a select group of
      management or highly compensated employees. As such, this Plan is intended
      to qualify as a "top hat plan" exempt from Part 2 (minimum participation
      and vesting standards), Part 3 (minimum funding standards) and Part 4
      (fiduciary responsibility provisions) of Title I of the Employee
      Retirement Income Security Act of 1974. The provisions of the Plan shall
      be interpreted and administered according to this
    intention.

              
	 
      	 
      
	
                C.

              	
                EFFECTIVE DATES. This
      2008 Restatement is a restatement in its entirety of the Riverview
      Directors' and Officers' Deferred Compensation Plan, which has effective
      dates as follows:

              
	 
      	 
      
	 
      	
                (1)  The
      original plan was adopted December 18, 1986.

              
	 
      	 
      
	 
      	
                (2)  The
      2002 Restatement was effective December 18, 2002.

              
	 
      	 
      
	 
      	
                (3)  The
      Interim Plan Document for Operational Compliance with the American Jobs
      Creation Act was effective January 1, 2005, subject to reasonable good
      faith interpretations of the requirements of Code  409A and the
      applicable interim guidance.

              
	 
      	 
      
	 
      	
                (4)  This
      2008 Restatement is effective December 17, 2008, and is intended to bring
      the Plan into compliance with Code  409A and make other changes
      to facilitate Plan administration.

              
	 
      	 
      
	
                D.

              	
                CITATIONS.
      Citations to sections of the Code or Treasury regulations are to those
      sections as amended or any successor
provision.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

            Page 1

        

        
          
          

        

      

       

      
        	
                  

              	 
      
	
                 

                E.

              	
                 

                NAMING
      CONVENTION. This Plan document uses the following system for
      naming,

                numbering and lettering the major divisions in its
      textB

              
	 
      	 
      
	 
      	
                ARTICLE
      1

              
	 
      	
                 

                   1.1           
      Section.

              
	 
      	 
      	
                 

                (a)  Subsection

                 

              
	 
      	 
      	
                (1)
      Paragraph

              
	 
      	 
      	 
      
	 
      	 
      	
                (A)
      Subparagraph.

              
	 
      	 
      	
                          
      

                   
               (i)
    clause.

              
	 
      	 
      	
                 

                     
                   
      (I) Subclause.

              
	 
      	 
      
	 
      	 
      
	
                ARTICLE
      I

                 

                DEFINITIONS
      

                  
      

              
	 
      	 
      
	 
      	
                Words
      and phrases that appear in this Plan with initial capital letters signify
      defined terms with the meanings given in this section. Words appearing in
      the following definitions which are themselves defined terms are also
      indicated by initial capital letters.

              
	 
      	 
      
	
                1.1

              	
                ACCOUNT means
      the separate bookkeeping account maintained by the Bank under Article
      3 with respect to each Participant to record each Participant's Plan
      Benefit.

              
	 
      	 
      
	
                1.2

              	
                BANK means
      Riverview Community Bank and its holding company.

              
	 
      	 
      
	
                1.3

              	
                BENEFICIARY
      means the person, persons or entity designated by the Participant, or
      as
      otherwise determined under Article 5, to receive any Plan Benefits payable
      after a Participant's death.

              
	 
      	 
      
	
                1.4

              	
                BOARD means
      the Board of Directors of the Bank.

              
	 
      	 
      
	
                1.5

              	
                CODE means
      the Internal Revenue Code of 1986, as amended.

              
	 
      	 
      
	
                1.6

              	
                COMMITTEE
      means the Deferred Compensation Committee appointed to administer
      the Plan pursuant to Article 6.

              
	 
      	 
      
	
                1.7

              	
                COMPENSATION
      means.

              
	 
      	 
      
	 
      	
                (a)  With
      respect to a Director --  Board meeting attendance
      fees.

              
	 
      	 
      
	 
      	
                (b)  With
      respect to an Executive Officer --  salary, bonuses that are
      considered to be "wages" for federal income tax withholding
      purposes.

              


      

       

      
        
          
          

        

        
          
          

          
            

            Page 2

        

        
          
          

        

      

      
        	
                 
      

              	
                 

              
	
                 

                 

                1.8

              	
                 

                 

                DEFERRAL
      ELECTION means an election by a Participant to defer Compensation
      pursuant
      to Article 2.

              
	 
      	 
      
	
                1.9

              	
                DETERMINATION
      DATE means the last day of each calendar month.

              
	 
      	 
      
	
                1.10

              	
                DIRECTOR
      means a member of the Board.

              
	 
      	 
      
	
                1.11

              	
                DISABLED or DISABILITY means a
      Participant is:

              
	 
      	 
      
	 
      	
                (a)  Unable
      to engage in any substantial gainful activity by reason of any medically
      determinable physical or mental impairment that can be expected to result
      in death or to last for a continuous period of not less than 12
      months;

              
	 
      	 
      
	 
      	
                (b)  By
      reason of any medically determinable physical or mental impairment that
      can be expected to result in death or 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 Bank or a Participating Subsidiary;
      or

              
	 
      	 
      
	 
      	
                (c)  Determined
      to be totally disabled by the Social Security
    Administration.

              
	 
      	 
      
	 
      	
                The
      Committee, in its sole discretion, shall determine whether a Participant
      is Disabled.

              
	 
      	 
      
	
                1.12

              	
                EXECUTIVE
      OFFICER means any officer at the level of Senior Vice President or
      above.

              
	 
      	 
      
	
                1.13

              	
                INTEREST
      means interest computed on a Determination Date at the rate of the Bank's
      average yield on assets for the prior calendar year, less one hundred
      (100) basis points. The term "yield on assets" shall mean the "total
      revenue" as reported on the Bank's Thrift Financial Report or Bank Call
      Report, as applicable, for that calendar year divided by the average total
      assets of the Bank during that calendar year. For this purpose, "average
      total assets" will be determined by taking the average of the Bank's
      assets as reported on its Thrift Financial Report or Bank Call Report, as
      applicable, as of January 1 of that calendar year and at the end of each
      calendar quarter in that same calendar year.

              
	 
      	 
      
	
                1.14

              	
                PARTICIPANT
      means any Director or Executive Officer who elects to participate by
      filing a Participation Agreement as provided in Article
  2.

              
	 
      	 
      
	
                1.15

              	
                PARTICIPATING
      SUBSIDIARY means any subsidiary of the Bank except those that
      affirmatively
      elect not to participate in this Plan.

              
	 
      	 
      
	
                1.16

              	
                PARTICIPATION
      AGREEMENT means the agreement filed by a Participant prior to the
      beginning
      of the first period for which the Participant's Compensation is to be
      deferred. A new Participation Agreement shall be filed by the Participant
      for each separate Deferral Election.

              
	 
      	 
      
	
                1.17

              	
                PLAN BENEFIT
      means the benefit payable to Participants, as determined under Article
      4.

              
	 
      	 
      
	
                1.18

              	
                PLAN YEAR
      means the calendar year.

              
	 
      	 
      
	
                1.19

              	
                SEPARATION FROM
      SERVICE means:

              
	 
      	 
      
	 
      	
                (a)  With
      respect to a Director the date the Director is no longer serving on the
      Board.

              
	 
      	 
      
	
                 
      

                 

                 

              	
                (b)  With
      respect to an Executive Officer the date the Executive Officer is no
      longer employed by the Bank or by any Participating
      Subsidiary.

              


      

       

      
        
          
          

        

        
          
          

          
            

            Page 3

        

        
          
          

        

      

      
        	
                 

              	 
      
	
                 

                 

                ARTICLE
      2

                 

                PARTICIPATION
      

                  
      

                 

              
	
                2.1

              	
                PARTICIPATION.
      Participation in the Plan shall be limited to Directors and Executive
      Officers who elect to participate by filing a Participation Agreement with
      the Committee or its designee.

              
	 
      	 
      
	
                2.2

              	
                DEFERRAL
    ELECTIONS.

              
	 
      	 
      
	 
      	
                (a)   Initial Enrollment.

              
	 
      	 
      	 
      
	 
      	 
      	
                (1)
        In order to defer Compensation in the first Plan Year that a
      Participant becomes eligible to participate in the Plan, the Participant
      must file a Participation Agreement no later than thirty (30) days
      following notification by the Committee of eligibility to
      participate.

              
	 
      	 
      	 
      
	 
      	 
      	
                (2)  
      Except as provided in paragraph (3) below, the Deferral Election will be
      effective only for the Compensation paid for services to be performed
      after the date the election is filed.

              
	 
      	 
      	 
      
	 
      	 
      	
                (3)  
      In the case of bonus Compensation, the Deferral Election will be effective
      only for the portion of the bonus paid for services performed after the
      date the election is filed. That portion will be determined by
      multiplying:

              
	 
      	 
      	 
      
	 
      	 
      	 
      	
                (A)  The
      total bonus payment by the ratio of the number of days remaining in the
      bonus measuring period after the election is filed; by

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                (B)  The
      total number of days in the bonus measuring period.

              
	 
      	 
      	 
      	 
      
	 
      	(b)  
      Annual Enrollment.  New
      Deferral Elections shall be made annually by filing a Participation
      Agreement with the Committee before December 15th (or such other deadline
      as established by the Committee from time to time) of any Plan Year
      stating the amount or percentage of Compensation that the Participant
      elects to have deferred during the upcoming Plan Year. A Participant may
      elect a schedule of deferral percentages or amounts that will apply at
      stated times or during stated periods in the coming Plan
Year.
	 
      	 
      	 
      
	 
      	(c)  
      Minimum and Maximum Deferral
      Limits. The minimum deferral for a Plan Year is One Hundred Dollars
      ($100.00). The maximum deferral for Executive Officers shall be fifty
      percent (50%) of Compensation otherwise payable to the Participant during
      the Plan Year. Directors are not subject to a maximum
  deferral.
	 
      	 
      	 
      
	
                2.3

              	
                MODIFICATION OR
      REVOCATION OF DEFERRAL ELECTIONS.

              
	 
      	 
      	 
      
	 
      	
                (a)   Deferral
      Election may be modified or revoked at any time up until the applicable
      election deadline specified in Section 2.2(b). After that date, the
      Deferral Election becomes irrevocable except as provided under subsection
      (b) below.

              
	 
      	 
      	 
      
	 
      	
                (b)  A
      Participant may cancel a Deferral Election as follows:

              
	 
      	 
      	 
      
	 
      	 
      	
                (1)  The
      cancellation may be made only upon the following
  events:

              


      

       

      
        
          
          

        

        
          
          

          
            

            Page 4

        

        
          
          

        

      

      
        	
                 
      

              	 
      	 
      
	 
      	 
      	 
      	
                 

                 

                (A)
      An unforeseeable emergency or a hardship distribution under Section 4.7;
      or

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                (B)  A
      disability (as defined in paragraph (4) below), provided the

                cancellation
      occurs by the later of:

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                (i)  The
      end of the calendar year in which the Participant incurs the Disability;
      or

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                (ii)   The
      15th day of the third month following the date the Participant incurs the
      Disability.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (2)   The
      deferral election must be cancelled, not merely postponed or otherwise
      delayed.

              
	 
      	 
      	 
      
	 
      	 
      	
                (3)   Any
      later deferral election must be made within the deadline under Section
      2.2(b).

              
	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (4)   For
      purposes of subsection (b)(1)(B) above, "disability" means any medically
      determinable physical or mental impairment resulting in the Participant's
      inability to perform the duties of the Participant's position or any
      substantially similar and available position, where that impairment can be
      expected to result in death or can be expected to last for a continuous
      period of at least six months.

              
	 
      	 
      	 
      	 
      


      

       

      ARTICLE
3

       

      DEFERRED
COMPENSATION ACCOUNTS 

        
          

        

      

       

      
        	
                3.1

              	
                MAINTENANCE OF
      ACCOUNTS.   An Account shall be maintained for
      each Participant for   recordkeeping purposes only. The
      maintenance of Accounts shall not require the Bank to segregate any of its
      assets for the benefit of a Participant except as provided under Section
      4.16 (funding a trust upon a change in control). The deferred Compensation
      of a Participant, together with accrued Interest, shall be credited to
      that Participant's Account. Distributions (including hardship withdrawals
      under Section 4.7) shall be debited from that Account.

              
	 
      	 
      	 
      
	
                3.2

              	
                ACCOUNT
      ADJUSTMENTS.   Participants' Accounts shall be
      adjusted as of each Determination.  Date as
    follows:

              
	 
      	 
      	 
      
	 
      	
                (a)   First,
      deducting from the balance of the Account determined as of the
      preceding  Determination Date the amount of any distributions
      made from that Account since the preceding Determination
    Date.

              
	 
      	 
      
	 
      	
                (b)    Second,
      crediting Interest on the Account balance, as adjusted under subsection
      (a) above.

              
	 
      	 
      
	 
      	
                (c)    Third,
      crediting any Compensation deferred since the preceding Determination
      Date.

              
	 
      	 
      	 
      
	
                3.3

              	
                ACCOUNT
      STATEMENTS.   The Committee shall provide each
      Participant, within ninety (90) days after the close of each Plan Year and
      at such other times as determined by the Committee, a statement setting
      forth the balance of that Participant's
Account.

              


      

       

      
         

        
          
          

          
            

            Page 5

        

        
          
          

        

      

       

       

      ARTICLE
4

       

      PLAN
BENEFITS 

        
          

        

      

       

      
        	
                4.1

              	
                AMOUNT
      OF BENEFIT. The Plan Benefit shall be equal to the balance
      of the Participant's Account as of the Determination Date on or before the
      date of distribution plus the amount of any Compensation deferred since
      that Determination Date.

              
	 
      	 
      	 
      
	
                4.2

              	
                TIME OF
  PAYMENT.

              
	 
      	 
      	 
      
	 
      	
                (a)    Participants
      may elect on their initial Participation Agreement either a specific date
      or a fixed schedule of payments starting on a specified date on which
      distribution of their Plan Benefit is to be made. If a Participant does
      not make such an election, the Participant's Plan Benefit will be
      distributed upon the Participant's Separation from
  Service.

              
	 
      	 
      	 
      
	 
      	
                (b)   Distributions
      shall be made in accordance with subsection (a) except as provided in
      Section 4.6 (overrides), Section 4.7 (hardship withdrawals), Section 4.8
      (death),  Section 4.9 (Disability), Section 4.10 (cashout of
      small accounts) and Section 4.14  (delayed distributions to key
      employees).

              
	 
      	 
      	 
      
	 
      	
                (c)   A
      Participant may, as allowed under Section 4.5 below and under procedures
      established by the Committee, change the time of payment elected under
      subsection (a) above.

              
	 
      	 
      	 
      
	 
      	
                (d)   Neither
      the time nor the schedule of any payment under the Plan may be accelerated
      except:

              
	 
      	 
      	 
      
	 
      	 
      	
                (1)   As
      otherwise provided in Section 4.7 (hardship withdrawals), Section 4.8
      (death), Section 4.9 (Disability), Section 4.10 (cashout of small
      accounts); or

              
	 
      	 
      	 
      
	 
      	 
      	
                (2)   To
      the extent allowed under Treas. Reg.  1.409A-3(j)(4) and
      policies and procedures established by the Committee.

              
	 
      	 
      	 
      
	
                4.3

              	
                FORM OF
  PAYMENT.

              
	 
      	 
      	 
      
	 
      	
                (a)  Participants
      may elect on their initial Participation Agreement one of the following
      forms of payment for their Plan Benefit:

              
	 
      	 
      	 
      
	 
      	 
      	
                (1)   A
      lump-sum payment (which shall be the default if a Participant fails to
      elect a form of payment); or

              
	 
      	 
      	 
      
	 
      	 
      	
                (2)   Annual
      installments in substantially equal payments of principal and Interest
      over a period not to exceed ten (10) years.

              
	 
      	 
      	 
      
	 
      	
                (b)   A
      Participant may, as allowed under Section 4.5 below and under procedures
      established by the Committee, change the form of payment elected under
      subsection (a) above.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

            Page 6

        

        
          
          

        

      

       

       

      
        	
                4.4

              	
                OVERRIDES.  On their
      initial Participation Agreements, Participants may also elect one or more
      override options as follows:

              


      

      
        	 
      	 
      
	 
      	
                (a)  
      An override election provides that the time and form of payment elected by
      the Participant will be followed unless an override event occurs first. If
      it does, the date of the override event will be the date of distribution
      and the form of payment will be a lump-sum.

              
	 
      	 
      	 
      
	 
      	
                (b)  
      Participants may elect either or both of the following as an override
      event:

              
	 
      	 
      	 
      
	 
      	 
      	
                (1)  Separation
      from Service; and/or

              
	 
      	 
      	 
      
	 
      	 
      	
                (2)  "Change
      in control" as defined in Treas.
      Reg.  1.409A-3(i)(5).

              
	 
      	 
      	 
      
	
                4.5

              	
                CHANGES
      IN TIME OR FORM OF PAYMENT. Participants may change the time
      or the form of payment selected for their Plan Benefit upon the following
      conditions:

              
	 
      	 
      	 
      
	 
      	
                (a)   The
      change cannot take effect for at least 12 months after filing the election
      change form required by the Committee;

              
	 
      	 
      	 
      
	 
      	
                (b)   If
      a Participant wants to change the specific date on which a payment is to
      be made, the Participant must file the required election change form at
      least 12 months in advance of that date; and

              
	 
      	 
      	 
      
	 
      	
                (c)   The
      Participant must elect to delay the commencement of the payment for at
      least five years from the original payment date, except in the case of
      death, Disability or a financial hardship withdrawal under Section
      4.7(b).

              
	 
      	 
      	 
      
	
                4.6

              	
                SPECIAL
      2008 ELECTIONS. Participants may change their elections as
      to the time and form of payment of their Plan Benefit and elect an
      override option under Section 4.4 without regard to the deadlines in
      Sections 4.2, 4.3 and 4.4 or the rules of Section 4.5 provided they file
      their new elections no later than December 31, 2008 (or such earlier
      deadline as established by the Committee).

              
	 
      	 
      	 
      
	
                4.7

              	
                HARDSHIP
      WITHDRAWALS.

              
	 
      	 
      	 
      
	 
      	
                (a)   A
      Participant may apply to the Committee for a withdrawal to meet a
      financial hardship (as defined in subsection (b) below). If the
      application is approved, the withdrawal will be effective at the later of
      the date specified in the Participant's application or the date of
      approval. The approved amount shall be payable in a lump
    sum.

              
	 
      	 
      	 
      
	 
      	
                (b)   A
      "financial hardship" is an unforeseeable financial emergency resulting
      from:

              
	 
      	 
      	 
      
	 
      	 
      	
                (1)   An
      illness or accident of the Participant, or the Participant's spouse or
      dependent (as defined in Code  152, without regard
      to  152(b)(1), (b)(2) and (d)(1)(B));

              
	 
      	 
      	 
      
	 
      	 
      	
                (2)   Medical
      expenses (as defined in Code  213(d)) of the Participant, the
      Participant's spouse or the Participant's dependent (as defined in
      paragraph (1) above), including prescription drug
  expenses;

              
	 
      	 
      	 
      
	 
      	 
      	
                (3)   A
      property casualty loss incurred by the Participant (including the need to
      rebuild a home following damage not otherwise covered by
      insurance);

              


      

       

      
        
          
          

        

        
          
          

          
            

            Page 7

        

        
          
          

        

      

      
        	
                 
      

              	 
      	 
      
	 
      	 
      	
                 

                (4)   Funeral
      expenses of a spouse, a Beneficiary or a dependent (as defined in
      paragraph (1) above); or

              
	 
      	 
      	 
      
	 
      	 
      	
                (5)   A
      similar extraordinary and unforeseeable circumstance caused by events
      beyond the Participant's control.

              
	 
      	 
      	 
      
	 
      	
                 The
      circumstances that constitute a financial hardship depend upon the facts
      of each case, but, in general, the purchase of a home or the payment of
      college tuition is not an unforeseeable emergency.

              
	 
      	 
      	 
      
	 
      	
                (c)   A
      withdrawal cannot exceed the amount necessary to meet the financial
      hardship (including any amounts necessary to pay any federal, state, local
      or foreign income taxes or penalties reasonably anticipated to result from
      the distribution). In making this determination, the Committee does not
      need to conduct an independent investigation but may reasonably rely on
      the Participant's written representations that the financial hardship
      cannot be relieved by:

              
	 
      	 
      	 
      
	 
      	 
      	
                (1)   Reimbursement
      or compensation by insurance or otherwise;

              
	 
      	 
      	 
      
	 
      	 
      	
                (2)   Liquidating
      the Participant's assets, to the extent the liquidation of those assets
      would not cause a severe financial hardship; or

              
	 
      	 
      	 
      
	 
      	 
      	
                (3)   Cancelling
      deferrals under this Plan.

              
	 
      	 
      	 
      
	 
      	
                (d)   If
      a Participant takes a financial hardship withdrawal, the Participant's
      Account shall be appropriately reduced to reflect the amount
      withdrawn.

              
	 
      	 
      	 
      
	 
      	
                (e)   Hardship
      withdrawals may not be repaid.

              
	 
      	 
      	 
      
	 
      	
                (f)   Hardship
      withdrawals shall be treated as taxable distributions from the
      Plan.

              
	 
      	 
      	 
      
	
                4.8

              	
                DEATH
      BENEFITS. Upon a Participant's death, the unpaid balance of
      the Participant's Plan Benefit shall be paid to the Participant's
      Beneficiary in a lump sum as soon as administratively feasible following
      the date of death.

              
	 
      	 
      	 
      
	
                4.9

              	
                DISABILITY BENEFITS. The
      unpaid balance of a Participant's Plan Benefit shall be paid to the
      Participant in a lump sum as soon as administratively feasible following
      the date the Participant is determined to be Disabled.

              
	 
      	 
      	 
      
	
                4.10

              	
                CASHOUT OF SMALL
      ACCOUNTS. Regardless of the time or form of payment elected
      by a Participant, the Committee, in its sole discretion, may at any time
      distribute the balance or the unpaid balance of the Participant's Plan
      Benefit in a lump-sum payment provided that the amount of the Plan Benefit
      (taking into account all plans that are required to be aggregated with
      this Plan under Treas. Reg.  1.409A-1(c)(2)) does not exceed the
      dollar limit under Code 402(g) on 401(k) plan elective deferrals for the
      year in which the cashout distribution is made.

              
	 
      	 
      	 
      
	
                4.11

              	
                WITHHOLDING. All federal,
      state and local taxes required to be withheld from deferred Compensation
      paid to employees shall be withheld from benefit payments made under this
      Plan to or with respect to Participants who are Executive
      Officers.

              
	 
      	 
      	 
      
	
                4.12

              	
                TAX
      REPORTING. The Trustee shall furnish Participants or
      Beneficiaries with the appropriate tax form or forms reporting the amount
      of the payments made to them.

              


      

       

      
        
          
          

        

        
          
          

          
            

            Page 8

        

        
          
          

        

      

      
         

         

      

       

       

      
        	
                4.13

              	
                LOANS. Participants shall
      not be permitted to borrow from their Accounts.

              
	 
      	 
      	 
      
	
                4.14

              	
                DELAYED
      DISTRIBUTIONS TO KEY EMPLOYEES. The following provisions
      apply to a distribution made on account of a key employee's separation
      from service, except to the extent the distribution is exempt under
      subsection (d) below:

              
	 
      	 
      	 
      
	 
      	
                (a)   The
      distribution shall not be made before the date which is six months after
      the date of the key employee's separation from service or, if earlier, the
      date of the key employee's death.

              
	 
      	 
      	 
      
	 
      	
                (b)   If
      the key employee would have otherwise received installment payments during
      the six-month delay period, the Committee, in its sole discretion, shall
      determine whether the payments that would otherwise have been made during
      the six-month delay period will be paid in a lump sum on the first day of
      the seventh month following the key employee's separation from service or
      whether the commencement date of the installment payment period will be
      delayed by six months.

              
	 
      	 
      	 
      
	 
      	
                (c)   The
      following defmitions apply for purposes of this
section:

              
	 
      	 
      	 
      
	 
      	 
      	
                (1)   "Key
      employee" as defined in Code  416(i).

              
	 
      	 
      	 
      
	 
      	 
      	
                (2)   "Separation
      from service" as defined in Treas.
      Reg.  1.409A-1(h).

              
	 
      	 
      	 
      
	 
      	
                (d)   This
      section does not apply to the extent the distribution is exempt from the
      requirements of Code  409A or is a payment excepted from the
      six-month delay rule under Treas.
      Reg.  1.409A-3(i)(2)(i).

              
	 
      	 
      	 
      
	
                4.15

              	
                FACILITY OF PAYMENT. If a
      Plan Benefit is payable to a minor, a person declared incompetent or a
      person incapable of handling the disposition of his or her property, the
      Committee may direct payment of that Plan Benefit to the guardian, legal
      representative or other person having the care and custody of that person.
      The Committee may require appropriate indemnification and proof of
      incompetency, minority, incapacity or guardianship as it may deem
      appropriate before distributing the Plan Benefit. Such a distribution
      shall completely discharge the Committee and the Bank or the Participating
      Subsidiary from all liability with respect to that Plan
      Benefit.

              
	 
      	 
      	 
      
	
                4.16

              	
                CHANGE
      IN CONTROL. The following provisions will apply upon the
      occurrence of a potential change in control or a change in
      control:

              
	 
      	 
      	 
      
	 
      	
                (a)   Upon
      the earlier of a potential change in control or a change in control, the
      Bank shall, as soon as possible, but not later than 60 days following the
      date of that potential change or change, establish a trust (the "Trust")
      with an institutional trustee (the "Trustee"). This Trust shall be
      structured and operated as a grantor trust (a so-called "rabbi trust") so
      that:

              
	 
      	 
      	 
      
	 
      	 
      	
                (1)   The
      Trust's assets shall be subject to the claims of the Bank's general
      unsecured creditors in the event of the Bank's insolvency until such time
      as those assets are paid to Participants and Beneficiaries in such manner
      and at such times as specified in this Plan;

              
	 
      	 
      	 
      
	 
      	 
      	
                (2)   The
      Trust will not affect the status of the Plan as a "top hat" plan for
      purposes of Title I of the Employee Retirement Income Security Act of
      1974; and

              
	 
      	 
      	 
      
	 
      	 
      	
                (3)   Participants
      and Beneficiaries do not realize current income on amounts contributed to
      the Trust.

              


      

       

      
        
          
          

        

        
          
          

          
            

            Page 9

        

        
          
          

        

      

      
        	
                 

                 

              
	 
      	
                (b)   Upon
      a change in control, the Bank shall, as soon as possible, but not later
      than 60 days after that change, make an irrevocable contribution to the
      Trust in an amount equal to the balance of the Participants' Accounts as
      determined under Section 3.2 as of the Determination Date that is on or
      immediately before the date the contribution is remitted to the
      Trustee.

              
	 
      	 
      	 
      
	 
      	
                (c)   Within
      60 days after the close of each Plan Year after a change in control has
      occurred, the Bank shall irrevocably deposit such additional cash or other
      property acceptable to the Trustee as may be required for the total value
      of the Trust's assets, less the accrued Trustee's fees and other
      operational costs determined as of the close of the Plan Year, to be no
      less than the total value of the Participants' Accounts determined under
      Section 3.2 as of the close of the Plan Year.

              
	 
      	 
      	 
      
	 
      	
                (d)   For
      purposes of this section, the following definitions
  apply:

              
	 
      	 
      	 
      
	 
      	 
      	
                (1)  "Change
      in control" means:

              
	 
      	 
      	 
      
	 
      	 
      	 
      	
                (A)   An
      offeror other than the Bank has purchased shares of the stock of the Bank
      pursuant to a tender or exchange offer for those
shares;

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                (B)  A
      person has become the beneficial owner, directly or indirectly, of
      securities of the Bank representing twenty-five percent (25%) or more of
      the combined voting power of the Bank's then outstanding
      securities;

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                (C)   The
      membership of the Board has changed as the result of a contested election,
      so that individuals who were Directors at the beginning of any twenty-four
      (24-) month period (whether commencing before or after the date of
      adoption of this 2008 Restatement) do not constitute a majority of the
      Board at the end of that period; or

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                (D)   Shareholders
      of the Bank have approved a merger, consolidation, sale or disposition of
      all or substantially all of the Bank's assets, or a plan of partial or
      complete liquidation.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (2)   "Person"
      has the same meaning as defined in Sections 13(d) and 14(d)(2) of the
      Securities Exchange Act of 1934.

              
	 
      	 
      	 
      
	 
      	 
      	
                (3)"Potential
      change in control" means.

              
	 
      	 
      	 
      
	 
      	 
      	 
      	
                (A)   Any
      person, including the Bank, has announced (including filing any report or
      statement required under applicable securities or banking law) an
      intention to take actions which, if concluded, would constitute a change
      in control of either the Bank, or the Board becomes aware that such a
      public announcement is imminent;

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                (B)   Any
      person, including the Bank, has entered into an arrangement or agreement
      which, if concluded, would constitute a change in control with respect to
      the Bank; or

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                (C)   The
      Board of Directors of the Bank approves a proposal which, if concluded,
      would constitute a change in control with respect to the
    Bank.

              


      

       

       

      
        
          
            
            

            
              

              Page 10

          

          
            
            

          

        

      

       

      ARTICLE
5

       

      BENEFICIARIES


        
          

        

      

       

      
        	
                5.1

              	
                BENEFICIARY
      DESIGNATION.

              
	  	 
      	 
      
	 
      	
                (a)   Each
      Participant shall have the right, at any time, to designate any person or
      persons as the Participant's Beneficiary or Beneficiaries to whom payment
      under this Plan shall be made if the Participant dies before complete
      distribution of the Participant's Plan Benefit.

              
	 
      	 
      	 
      
	 
      	
                (b)   A
      Beneficiary designation may be changed by a Participant by filing that
      change on a form prescribed by the Committee. The filing of a new
      Beneficiary designation form will cancel all Beneficiary designations
      previously filed.

              
	 
      	 
      	 
      
	 
      	
                (c)   A
      Beneficiary designation form will be effective upon its receipt by the
      Committee, provided it is received before the Participant's
      death.

              
	 
      	 
      	 
      
	
                5.2

              	
                CHANGE IN MARITAL STATUS; COMMUNITY
      PROPERTY RIGHTS.

              
	 
      	 
      	 
      
	 
      	
                (a)   Any
      finalized divorce or marriage (other than a common law marriage) of a
      Participant subsequent to the date a Beneficiary designation form is filed
      with the Committee shall revoke that designation.

              
	 
      	 
      	 
      
	 
      	
                (b)   If
      a Participant's Compensation is community property, a Beneficiary
      designation made by a married Participant shall not be effective unless
      either:

              
	 
      	 
      	 
      
	 
      	 
      	
                (1)   The
      Participant's spouse is named as the Beneficiary of at least fifty percent
      (50%) of the Participant's Plan Benefit; or

              
	 
      	 
      	 
      
	 
      	 
      	
                (2)   The
      Participant's spouse gives written consent to that Beneficiary
      designation.

              
	 
      	 
      	 
      
	
                5.3

              	
                DEFAULT
      BENEFICIARY. If a Participant fails to duly designate a
      Beneficiary, a Beneficiary designation is revoked by marriage, divorce or
      otherwise without the Participant duly filing a new designation, or if all
      designated Beneficiaries predecease the Participant, then the
      Participant's designated Beneficiary shall be deemed to be the person or
      persons surviving the Participant in the first of the following classes in
      which there is a survivor:

              
	 
      	 
      	 
      
	 
      	
                (a)   The
      surviving spouse;

              
	 
      	 
      	 
      
	 
      	
                (b)   The
      Participant's children in equal shares, except that if any of the children
      predecease the Participant but leave issue surviving, then such issue
      shall take by right of representation the share their parent would have
      taken if living; and

              
	 
      	 
      	 
      
	 
      	
                (c)   The
      Participant's estate.

              
	 
      	 
      	 
      
	
                5.4

              	
                EFFECT
      OF PAYMENT. The payment to the designated or default
      Beneficiary(ies) shall completely discharge the Bank's or the
      Participating Subsidiary's obligations under this Plan with respect to the
      deceased Participant.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

            Page 11

        

        
          
          

        

      

      
         

      

       

      ARTICLE
6

       

      PLAN
ADMINISTRATION 

        
          

        

      

       

      
        	
                6.1

              	
                COMMITTEE;
    DUTIES.

              
	 
      	 
      	 
      
	 
      	
                (a)   This
      Plan shall be administered by a Deferred Compensation Committee which
      shall consist of not more than three (3) persons appointed by the Board.
      Members of the Committee may be Participants under this
    Plan.

              
	 
      	 
      	 
      
	 
      	
                (b)   In
      addition to the authority granted elsewhere in this Plan document, the
      Committee shall have
      the authority to:

              
	 
      	 
      	 
      
	 
      	 
      	
                (1)   Make,
      amend, interpret and enforce any rules and regulations it deems
      appropriate for the administration of this Plan; and

              
	 
      	 
      	 
      
	 
      	 
      	
                (2)   Decide
      or resolve any and all questions including interpretations of this Plan,
      as may arise in connection with the Plan.

              
	 
      	 
      	 
      
	
                6.2

              	
                AGENTS.   In
      the administration of this Plan, the Committee may, from time to time,
      employ agents and delegate to them such administrative duties as it deems
      advisable and may from time to time consult with counsel who may be
      counsel to the Bank.

              
	 
      	 
      	 
      
	
                6.3

              	
                BINDING
      EFFECT OF DECISIONS.  The decision or action of the
      Committee in respect of any question arising out of or in connection with
      the administration, interpretation and application of the Plan and the
      rules and regulations revised by the Committee shall be final and
      conclusive and binding upon all persons having any interest in the
      Plan.

              
	 
      	 
      	 
      
	
                6.4

              	
                INDEMNIFICATION.  
      The Bank shall indemnify and hold harmless the members of the Committee
      against any and all claims, loss, damage, expense or liability arising
      from any action or failure to act with respect to this Plan (including
      fines, penalties and punitive or exemplary damages and attorneys' fees,
      including those incurred in connection with enforcing their
      indemnification rights under this section), except in the case of gross
      negligence or willful misconduct by a  Committee
      member.

              


      

       

       

      ARTICLE
7

       

      CLAIMS
PROCEDURE 

        
          

        

      

       

      
        	
                7.1

              	
                WRITTEN
      CLAIMS.   Any person claiming a benefit,
      requesting an interpretation or ruling under the Plan or requesting
      information under the Plan shall present the request in writing to the
      Committee, which shall respond in writing as soon as
      practicable.

              
	 
      	 
      	 
      
	
                7.2

              	
                DENIAL
      OF CLAIM.   If the claim or request is denied, the
      written notice of denial shall state:

              
	 
      	 
      	 
      
	 
      	
                (a)   The
      reasons for denial, with specific reference to the Plan provisions on
      which the denial is based.

              


      

       

      
        
          
          

        

        
          
          

          
            

            Page 12

        

        
          
          

        

      

       

       

      
        	 
      	
                (b)
      A description of any additional material or information required and an
      explanation of why it is necessary.

              
	 
      	 
      	 
      
	 
      	
                (c)
      An explanation of the Plan's claim review procedure.

              
	 
      	 
      	 
      
	
                7.3

              	
                REVIEW
      OF CLAIM.   Any person whose claim or request is
      denied or who has not received a response within thirty (30) days may
      request review by giving written notice to the Committee.  The
      claim or request shall be reviewed by the Committee who may, but shall not
      be required to, grant the claimant a hearing. On review, the claimant may
      have representation, examine pertinent documents and submit issues and
      comments in writing.

              
	 
      	 
      	 
      
	
                7.4

              	
                DECISION ON
      REVIEW.   The decision on review shall normally be
      made within sixty (60) days.  If an extension of time is
      required for a hearing or other special circumstances, the claimant shall
      be notified and the time limit shall be one hundred twenty (120) days. The
      decision shall be in writing and shall state the reasons and the relevant
      Plan provisions.

              
	 
      	 
      	 
      
	
                7.5

              	
                EXHAUSTION OF REVIEW
      PROCESS.   Claimants are required to exhaust this claims
      and claims review process before instituting any litigation against the
      Bank or a Participating Subsidiary.

              


      

       

       

      ARTICLE
8

       

      AMENDMENT
AND TERMINATION OF PLAN 

        
          

        

      

       

      
        	
                8.1

              	
                AMENDMENT.

              
	 
      	 
      	 
      
	 
      	
                (a)   Board's Authority. The Board may at
      any time amend the Plan in whole or in part, provided, however, that no
      amendment shall:

              
	 
      	 
      	 
      
	 
      	 
      	
                (1)   Directly
      or indirectly reduce the balance of any Participant's Account as of the
      effective date of that amendment, including any amounts that are to be
      credited as of that date;

              
	 
      	 
      	 
      
	 
      	 
      	
                (2)   Result
      in the acceleration of the payment of any Plan Benefit except to the
      extent permissible under Code  409A; or

              
	 
      	 
      	 
      
	 
      	 
      	
                (3)   Make
      any substantive change to the definition of "Interest" unless
      either:

              
	 
      	 
      	 
      
	 
      	 
      	 
      	
                (A)
      All of the Participants with Deferral Elections in effect at the time the
      change is adopted consent in writing to the change; or

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                (B)
      If that consent is not obtained, then any change to the definition of
      Interest shall not become effective until the first day of the Plan Year
      which follows the adoption of the amendment provided Participants are
      given written notice at least thirty (30) days before the beginning of the
      Plan Year that the change is to be
effective.

              


      

       

      
        
          
          

        

        
          
          

          
            

            Page 13

        

        
          
          

        

      

      
         

      


       

      
        	 
      	
                (b)   Committee's Authority.

              
	 
      	 
      	 
      
	 
      	 
      	
                (1)   Subject
      to paragraph (2) below, the Committee may adopt any technical, clerical,
      conforming or clarifying amendment or other change, either prospectively
      or retroactively, which may be necessary or desirable
  to:

              
	 
      	 
      	 
      
	 
      	 
      	 
      	
                (A)  Facilitate
      the administration of the Plan;

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                (B)  Clarify
      or simplify the Plan; or

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                (C)  Upon
      the advice of counsel:

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                (i)
      Maintain the Plan's status as a "top hat" plan for purposes of ERISA;
      or

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                (ii)     Comply
      with other applicable laws.

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                (2)   Any
      formal amendment adopted by the Committee shall be in writing, signed by
      or on behalf of the Committee and reported to the Board at its next
      scheduled meeting.

              
	 
      	 
      	 
      	 
      
	
                8.2

              	
                EFFECT
      OF TERMINATION; DISTRIBUTION OF ACCOUNTS.   Upon
      the termination of the Plan:

              
	 
      	 
      	 
      
	 
      	
                (a)   No
      additional Compensation may be deferred under this
Plan.

              
	 
      	 
      	 
      
	 
      	
                (b)   Participants'
      Accounts shall be distributed as follows

              
	 
      	 
      	 
      
	 
      	 
      	
                (1)
      If a trust has been created under Section 4.16, the Accounts will continue
      to be held by the Trustee under the terms and conditions of the Trust and
      shall be disbursed at the time and in the manner provided in this
      Plan.

              
	 
      	 
      	 
      
	 
      	 
      	
                (2)
      Otherwise, the Accounts will be distributed, in the sole discretion of the
      Board, under one of the following methods:

              
	 
      	 
      	 
      
	 
      	 
      	 
      	
                (A)   The
      Accounts will be paid out in full within 24 months of the effective date
      of the termination of the Plan regardless of the elections Participants
      had made regarding the time and form of payment of their Accounts,
      provided:

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                (i)
      The termination of the Plan does not occur proximate to a downturn in the
      Bank's financial health;

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                (ii)     The
      Bank terminates and liquidates all other plans or other arrangements that
      are required to be aggregated with this Plan under Treas.
      Reg.  1.409A-1(c) if any Participant under this Plan also has
      deferred compensation payable under those other plans or other
      arrangements;

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                (iii)
      No payments in liquidation are made within 12 months of the effective date
      of the termination of the Plan, other than payments that would be payable
      under the Plan if termination had not occurred;
  and

              


      

       

      
        
          
          

        

        
          
          

          
            

            Page 14

        

        
          
          

        

      

      
         

      

       

      
        	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                (iv)   Within
      three years following the effective date of the termination of this Plan,
      the Bank does not adopt a new plan that would be aggregated with this Plan
      under Treas. Reg.  1.409A-1(c) if any Participant in this Plan
      participated in both.

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                (B)   The
      Accounts will be distributed in a lump-sum payment as soon as
      administratively feasible, but only if:

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                (i)   The
      Plan termination is made within 12 months of a corporate dissolution under
      Code  331 or with the approval of a bankruptcy court;
      or

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                (ii)   If
      the Plan termination is made in connection with a change in control event
      (as defined in Treas. Reg.  1.409A-3(i)(5)) and the requirements
      of Treas. Reg.  1.409A 3(j)(ix)(B) for accelerated distributions
      are satisfied.

              


      

       

      ARTICLE
9

       

      GENERAL
PROVISIONS 

        
          

        

      

       

      
        	
                9.1

              	
                UNFUNDED
      PLAN.   This Plan is intended to be an unfunded
      plan maintained primarily to provide deferred Compensation benefits for a
      "select group of key management employees or highly compensated employees"
      as that phrase is defined for purposes of ERISA.

              
	 
      	 
      	 
      
	
                9.2

              	
                UNSECURED GENERAL
      CREDITORS.   Participants and their Beneficiaries,
      heirs, successors and  assigns shall have no legal or equitable
      rights, interest or claims in any property or assets of the Bank or its
      Participating Subsidiaries, nor shall they have any rights, claims or
      interests in any life insurance policies, annuity contracts or the
      proceeds of such policies or contracts that may be owned or acquired by
      the Bank or a Participating Subsidiary as a source of financing for its
      obligations under this Plan ("Policies"). Except as provided under Section
      4.16, such Policies or other assets of the Bank or its Participating
      Subsidiaries shall not be held under any trust for the benefit of
      Participants, their Beneficiaries, heirs, successors or assigns, or held
      in any way as collateral security for fulfilling the obligations of the
      Bank and its Participating Subsidiaries under this Plan. Any and all of
      the assets and Policies of the Bank and its Participating Subsidiaries
      shall be and remain their general  unrestricted assets. The
      obligations of the Bank and its Participating Subsidiaries under the Plan
      shall be that of an unfunded and unsecured promise to pay money in the
      future.

              
	 
      	 
      	 
      
	
                9.3

              	
                NONASSIGNABILITY.  
      Neither a Participant nor any other person shall have any right to sell,
      assign, transfer, pledge, anticipate, mortgage or otherwise encumber,
      transfer, hypothecate or convey in advance of actual receipt the amounts,
      if any, payable under this Plan. A Participant's rights to payment under
      this Plan are expressly declared to be unassignable and nontransferable.
      No part of the amounts payable shall, prior to actual payment, be subject
      to seizure or sequestration for the payment of any debts, judgments,
      alimony or separate maintenance owed by a Participant or any other person,
      nor be transferable by operation of law in the event of a Participant's or
      any other person's bankruptcy or
insolvency.

              


      

       

      
        
          
          

        

        
          
          

          
            

            Page 15

        

        
          
          

        

      

       

       

      
        	
                9.4

              	
                NOT A
      CONTRACT OF EMPLOYMENT.   The terms and conditions
      of this Plan shall not be deemed to constitute a contract of employment
      between the Bank or any of its Participating Subsidiaries and the
      Participant, and the Participant (or the Participant's Beneficiary) shall
      have no rights against the Bank or any of its Participating Subsidiaries
      except as may otherwise be specifically provided in this Plan. Moreover,
      nothing in this Plan shall be deemed to give a  Participant the
      right to be retained in the service of the Bank or any of its
      Participating Subsidiaries or to interfere with the right of the Bank or
      its applicable subsidiary to discipline or discharge the Participant at
      any time.

              
	 
      	 
      	 
      
	
                9.5

              	
                PARTICIPANT'S
      COOPERATION. As a condition of participation, a Participant
      shall permit the issuance of life insurance contracts on the Participant's
      life, shall furnish any and all information requested by the Bank, shall
      take such physical examinations as the Bank may deem necessary, and shall
      take such other action as may be requested by the Bank to facilitate the
      operation of this Plan. The Committee shall not be required to accept a
      Deferral Election by any Participant until the Participant has satisfied
      the underwriting requirements of a designated life insurance company. No
      death benefits in excess of the balance of the Account shall be paid with
      respect to any Participant.

              
	 
      	 
      	 
      
	
                9.6

              	
                EXPENSES RELATING TO ENFORCING
      AGREEMENT.

              
	 
      	 
      	 
      
	 
      	
                (a)   If
      a Participant incurs legal or other fees or expenses in an effort to
      secure, preserve or establish entitlement to compensation or benefits
      under this Plan or enforce any other provision of this Plan, the Bank
      shall, regardless of the outcome of those efforts, pay on behalf of, or
      reimburse the Participant for the reasonable fees and expenses
      incurred.

              
	 
      	 
      	 
      
	 
      	
                (b)   The
      Bank shall also pay the Participant a "double" tax gross-up payment with
      respect to the taxes payable by the Participant on the payment or
      reimbursement under subsection (a) above (that is, the payment shall be
      sufficient to pay the tax on the gross-up payment
  itself).

              
	 
      	 
      	 
      
	 
      	
                (c)   If
      the Participant does not prevail (after exhaustion of all available
      judicial remedies) on the claim and the Bank establishes in a court of
      competent jurisdiction, by clear and convincing evidence, that the
      Participant had no reasonable basis for the claim or acted in bad faith,
      then the Bank shall have no further obligation to reimburse the
      Participant for legal fees and expenses with regard to that claim, and the
      Participant shall refund any amounts previously reimbursed by the Bank
      with respect to that claim.

              
	 
      	 
      	 
      
	 
      	
                (d)   The
      Bank shall pay on behalf of, or reimburse the Participant for fees and
      expenses under this section as they are incurred within 10 days after the
      Participant submits a request for payment or reimbursement accompanied by
      evidence that the fees and expenses were incurred.

              
	 
      	 
      	 
      
	
                9.7

              	
                INTEREST ON
      DELINQUENT PAYMENTS. If the Bank or a Participating Subsidiary
      fails to pay a Participant or Beneficiary any amount provided under this
      Plan when due, the delinquent payment shall accrue interest, compounded
      daily, at a rate equal to the greater of:

              
	 
      	 
      	 
      
	 
      	
                (a)   The
      Plan's rate of Interest; or

              
	 
      	 
      	 
      
	 
      	
                (b)   200
      basis points over the prime commercial lending rate announced by the Bank
      on the date the delinquent amount was due or, if no such rate is announced
      on that date, the nearest prior date on which the Bank announced that
      rate.

              


      

       

      
        
          
          

        

        
          
          

          
            

            Page 16

        

        
          
          

        

      

      
         

      

       

       

      
        	
                9.8

              	
                GOVERNING LAW. The
      provisions of this Plan shall be construed and interpreted according to
      the laws of the State of Washington to the extent not preempted by federal
      law.

              
	 
      	 
      	 
      
	
                9.9

              	
                SEVERABILITY. If any
      provision of this Plan shall be held illegal or invalid for any reason,
      that illegality or invalidity shall not affect the Plan's remaining
      provisions, and the Plan shall be construed and enforced by disregarding
      that illegal or invalid provision.

              
	 
      	 
      	 
      
	
                9.10

              	
                NOTICE. Notices shall be
      given as follows:

              
	 
      	 
      	 
      
	 
      	
                (a)   Notices
      to the Bank or the Committee must be addressed to the Bank's principal
      office.   Any notice or administrative form required to be
      filed with the Committee by or on behalf of a Participant, Beneficiary or
      other distributee of a Participant's Account must be actually received by
      the Committee, and not simply mailed by the sender, to be effective. That
      is, this Plan does not follow the common law "mailbox rule" with respect
      to these types of communications.

              
	 
      	 
      	 
      
	 
      	
                (b)   Notices
      to Participants, Beneficiaries and other distributees of a Participant's
      Account must be addressed to their last address as shown in the Bank's
      records. The Plan follows the common law "mailbox rule" with respect to
      such notices.

              
	 
      	 
      	 
      
	
                9.11

              	
                SUCCESSORS.  
      The provisions of this Plan shall bind and inure to the benefit of the
      Bank, its Participating Subsidiaries, the Participants and their
      respective heirs, personal representatives, successors  and
      assigns. The term successors shall include any corporate or other business
      entity which shall, whether by merger, consolidation, purchase or
      otherwise acquire all or substantially all of the business and assets of
      the Bank or any of its Participating Subsidiaries, and the successors of
      any such corporation  or other business entity. The Bank and its
      Participating Subsidiaries agree that any agreement they
      enter  into for their merger, consolidation or sale or the sale
      of all or substantially all of their assets shall require the acquirer,
      surviving entity or buyer to assume this Plan as the successor
      employer.

              


      

       

       

       

       

      
        	 
      	 
      	
                RIVERVIEW
      COMMUNITY BANK

                 

              
	 
      	 
      	
                By:_______________________________

              
	 
      	 
      	
                      Ronald
      A. Wysaske

              
	 
      	 
      	
                      President
      and COO

              
	 
      	 
      	 
      
	 
      	 
      	
                Dated:
      December 17, 2008

              


      

       

       


      Page 17