Exhibit 6.9



MOUNTAIN BANK HOLDING COMPANY AND
SUBSIDIARY



LIFE INSURANCE

ENDORSEMENT METHOD SPLIT DOLLAR AGREEMENT



|Insurer:        |  | New York Life Insurance Company            
|--------------- |  | -------------------------------------------
|               
|Policy Number:  |  | 56600423                                   
|               
|Insurer:        |  | Beneficial Life Insurance Company          
|               
|Policy Number:  |  | BL2104986                                  
|               
|Insurer:        |  | Massachusetts Mutual Life Insurance Company
|               
|Policy Number:  |  | 0045771                                    
|               
|Owner:          |  | Mt. Rainier National Bank                  
|               
|Insured:        |  | Steven W. Moergeli                         
|               
|Effective Date: |  | 12/26/2001                                 



This Agreement is by and
between Mountain Bank Holding Company, Mt. Rainier National Bank; its wholly owned subsidiary (either or both, as applicable, referred to interchangeably as the Company), and Steven W. Moergeli, a senior executive of the Company.



|I. |  | DEFINITIONS
|-- |  | -----------



The term Policy shall refer to the above-cited policies as well any policies obtained, by means of 1035 exchange, to replace
the above-cited policies. Policy definitions shall govern.



|II. |  | POLICY TITLE AND OWNERSHIP
|--- |  | --------------------------



The respective rights and duties of the Company and the Insured in the Policy shall be as follows:



Title and ownership shall reside in the Company for its use
and for the use of the Insured all in accordance with this Agreement. The Company alone may, to the extent of its interest, exercise the right to borrow or withdraw the Policy cash values or to terminate the Policy. Where the Company and the
Insured, mutually agree to exercise the right to increase coverage under the Policy, then, in such event, the rights, duties and benefits of the parties to such increased coverage shall continue to be subject to the terms of this Agreement.





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Mountain Bank Holding Company Split Dollar Agreement

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|III. |  | BENEFICIARY DESIGNATION
|---- |  | -----------------------



The Insured shall have the right and power to designate beneficiaries to receive hi s/her share of death proceeds, as provided in this
Agreement. Likewise, the Insured shall have the right and power to elect and change a payment option for such beneficiaries.



|IV. |  | PREMIUM PAYMENTS
|--- |  | ----------------



The Company shall pay premiums and the Insured shall not be responsible for any portion thereof.



|V. |  | TAXABLE BENEFIT
|-- |  | ---------------



Annually the Insured will receive a taxable benefit equal to the assumed cost of insurance as required by the Internal Revenue Service.
The Company (or its administrator) will report to the Insured such imputed income on Form W-2 or its equivalent.



|VI. |  | DIVISION OF DEATH PROCEEDS
|--- |  | --------------------------



The Company shall be entitled to the death proceeds of the Policy except that, subject to Paragraph VII herein, beneficiaries designated
by the Insured in accordance with Paragraph III, shall be entitled to a split dollar share of the death proceeds.



| | 1. |  | If, at the time of his or her death, the Insured is employed by the Company, the Insured employees beneficiary(ies), shall be entitled to an amount, as
follows:
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | If the Insured employee has not yet attained the of age seventy (70), the lesser of $1,767,090, or one hundred percent (100%) of the Net At Risk Insurance portion of
the proceeds; Net At Risk Insurance portion of the proceeds is the aggregate total proceeds less the cash value of the Policies designated herein;
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) |  | If the Insured employee is seventy (70) or older, but not yet age eighty (80), the lesser of $824,642, or one hundred percent (100%) of the Net At Risk Insurance
portion of the proceeds;
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) |  | If the Insured employee dies after the attainment of age eighty (80), the lesser of $353,418, or one hundred percent (100%) of the Net At Risk Insurance portion of
the proceeds.
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. |  | If, at the time of his or her death, the Insured is no longer employed by the Company but, prior to death, was eligible to receive payments under that certain
Executive Supplemental Compensation Agreement dated January 1st, 2002, by and between the Company and the Insured (the SERP Agreement), the Insureds beneficiary(ies), shall be entitled to an amount, as follows. For purposes of this Paragraph
VI, the term Applicable Percentage shall refer to the Applicable
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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Mountain Bank Holding Company Split Dollar Agreement

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| |  |  | Percentage as defined in the SERP Agreement and in effect as of the Insureds last date of employment with the Company:
| |  |  | -----------------------------------------------------------------------------------------------------------------------



| | (a) |  | If the Insured has not yet attained the of age seventy (70), the Applicable Percentage times the lesser of $1,767,090, or one hundred percent (100%) of the Net At
Risk Insurance portion of the proceeds;
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) |  | If the Insured is seventy (70) or older, but not yet age eighty (80), the Applicable Percentage times the lesser of $824,642, or one hundred percent (100%) of the
Net At Risk Insurance portion of the proceeds;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) |  | If the Insured dies after the attainment of age eighty (80), the Applicable Percentage times the lesser of $353,418, or one hundred percent (100%) of the Net At Risk
Insurance portion of the proceeds.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. |  | If the Company no longer employs the Insured at the time of death and the Insured was not eligible to receive payments under the SERP Agreement prior to death, the
beneficiaries share of Policy proceeds shall be $50,000.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. |  | The Company and the Insureds beneficiaries shall share any interest due on death proceeds in the same pro rata ratio as applies to death proceeds,
respectively.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. |  | In the event that the Policy is terminated other than as a result of a termination of this Agreement pursuant to paragraph X, then the Bank shall pay to the
Insureds beneficiary(ies) an amount which will provide a total after-tax death benefit equal to the benefit that the Insured would have received if the Policy had not been terminated.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|VII. |  | DIVISION OF CASH SURRENDER VALUE
|---- |  | --------------------------------



The Company shall at all times be entitled to an amount equal to the Policys cash value, as that term is defined in the Policy, less
any Policy loans and unpaid interest or cash withdrawals previously incurred by the Company and any applicable Policy surrender charges. Such cash value shall be determined as of the date of surrender of the Policy or death of the Insured as the
case may be.



|VIII. |  | PREMIUM WAIVER
|----- |  | --------------



If the Policy contains a premium waiver provision, any such waived amounts shall be considered for all purposes of this Agreement as
having been paid by the Company.



|IX. |  | RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS
|--- |  | -------------------------------------------------------------------



In the event the Policy involves an endowment or annuity element, the Companys right and interest in
any endowment proceeds or annuity benefits shall be determined according to this Agreement, by regarding such endowment proceeds, or the commuted





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Mountain Bank Holding Company Split Dollar Agreement

Page 4 of 6



value of such annuity benefits, as the Policys cash value. Such endowment
proceeds or annuity benefits shall be treated like death proceeds for the purposes of division under this Agreement.



|X. |  | TERMINATION OF AGREEMENT
|-- |  | ------------------------



This Agreement shall terminate immediately upon the commission of any act by the Insured that results in the termination of the Policy by
the Insurer.



Except as provided above, this
Agreement shall terminate upon distribution of death benefits in accordance with Paragraph VI above.



|XI. |  | PROHIBITION ON ASSIGNMENT
|--- |  | -------------------------



The Insured may not, without the prior written consent of the Company, assign to any individual, trust or other organization, any right,
title or interest in the Policy or in any rights, options, privileges or duties created under this Agreement.



|XII. |  | AGREEMENT BINDING UPON THE PARTIES
|---- |  | ----------------------------------



This Agreement shall be binding upon the Insured and the Company, and their respective heirs, successors, personal representatives and
assigns, as applicable.



|XIII. |  | NAMED FIDUCIARY AND PLAN ADMINISTRATOR
|----- |  | --------------------------------------



The Company is hereby designated the Named Fiduciary until resignation or removal by its Board of Directors. As Named
Fiduciary, the Company shall be responsible for the management, control, and administration of this Agreement as established herein. The Named Fiduciary may allocate to others certain aspects of the management and operations responsibilities of this
Agreement, including the employment of advisors and the delegation of any ministerial duties to qualified individuals.



|XIV. |  | FUNDING POLICY
|---- |  | --------------



The funding Policy for this Agreement shall be to maintain the Policy in force by paying, when due, all premiums required.



|XV. |  | CLAIM PROCEDURES
|--- |  | ----------------



Claims shall be directed to The Benefit Marketing Group, Inc., Atlanta Georgia (770-952-1529). If a claim is payable, a benefit check will
be issued to the Named Fiduciary. In the event that a claim is not eligible under the Policy, the Insurer will notify the Named Fiduciary of the denial as required by the Policy. If the Named Fiduciary is dissatisfied with the denial of the claim
and wishes to contest such claim denial, it should contact the office named above and they will assist in making inquiry to the Insurer. All objections to the Insurers actions should be in writing and submitted to the office named above for
transmittal to the Insurer.





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Mountain Bank Holding Company Split Dollar Agreement

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|XVI. |  | GENDER AND PLURAL VS SINGULAR
|---- |  | -----------------------------



Whenever in this Agreement words are used in the masculine or neuter gender, they shall be read and construed as in the masculine,
feminine or neuter gender, whenever they should so apply. When applicable, nouns in the singular shall be read and construed as in the plural and visa versa.



|XVII. |  | INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT
|----- |  | -----------------------------------------------



The Insurer shall not be deemed a party to this Agreement, but will be served with an executed copy of this Agreement. Payment or other
performance in accordance with the Policy provisions shall fully discharge the Insurer from any and all liability.



IN WITNESS WHEREOF, the Insured and duly authorized Company officer have signed this Agreement as of the above written date.



|Mountain Bank Holding Company  Name
Title |  | Mountain Bank Holding Company  Name
Title
|----------------------------------------- |  | -----------------------------------------
|                                         
|Executive Name:                           |  |                                          





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Mountain Bank Holding Company Split Dollar Agreement

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BENEFICIARIES DESIGNATION FORM



Primary
Designation:



|Name |  | Relationship
|---- |  | ------------
|    
|     |  |             
|    
|     |  |             
|    
|     |  |             



Contingent
Designation:



|Name |  | Relationship
|---- |  | ------------
|    
|     |  |             
|    
|     |  |             
|    
|     |  |             





______________________, 2003



|         
|---------
|Signed:  
|         
|Executive







---



For SERP
Plan ParticipantsDraftRequires Review of Bank Counsel



MOUNTAIN BANK HOLDING COMPANY AND SUBSIDIARY



LIFE INSURANCE

ENDORSEMENT METHOD SPLIT DOLLAR AGREEMENT



|               
|---------------
|Insurer:       
|               
|Policy Number: 
|               
|Insurer:       
|               
|Policy Number: 
|               
|Owner:         
|               
|Insured:       
|               
|Effective Date:



This Agreement is by and
between Mountain Bank Holding Company, Mt. Rainier National Bank; its wholly owned subsidiary (either or both, as applicable, referred to interchangeably as the Company), and Sterlin E. Franks, a senior executive of the Company.



|I. |  | DEFINITIONS
|-- |  | -----------



The term Policy shall refer to the above-cited policies as well any policies obtained, by means of 1035 exchange, to replace
the above-cited policies. Policy definitions shall govern.



|II. |  | POLICY TITLE AND OWNERSHIP
|--- |  | --------------------------



The respective rights and duties of the Company and the Insured in the Policy shall be as follows:



Title and ownership shall reside in the Company for its use
and for the use of the Insured all in accordance with this Agreement. The Company alone may, to the extent of its interest, exercise the right to borrow or withdraw the Policy cash values or to terminate the Policy. Where the Company and the
Insured, mutually agree to exercise the right to increase coverage under the Policy, then, in such event, the rights, duties and benefits of the parties to such increased coverage shall continue to be subject to the terms of this Agreement.





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Mountain Bank Holding Company Split Dollar Agreement

Page 2 of 6





|III. |  | BENEFICIARY DESIGNATION
|---- |  | -----------------------



The Insured shall have the right and power to designate beneficiaries to receive his/her share of death proceeds, as provided in this
Agreement. Likewise, the Insured shall have the right and power to elect and change a payment option for such beneficiaries.



|IV. |  | PREMIUM PAYMENTS
|--- |  | ----------------



The Company shall pay premiums and the Insured shall not be responsible for any portion thereof.



|V. |  | TAXABLE BENEFIT
|-- |  | ---------------



Annually the Insured will receive a taxable benefit equal to the assumed cost of insurance as required by the Internal Revenue Service.
The Company (or its administrator) will report to the Insured such imputed income on Form W-2 or its equivalent.



|VI. |  | DIVISION OF DEATH PROCEEDS
|--- |  | --------------------------



The Company shall be entitled to the death proceeds of the Policy except that, subject to Paragraph VII herein, beneficiaries designated
by the Insured in accordance with Paragraph III, shall be entitled to a split dollar share of the death proceeds.



| | 1. |  | If, at the time of his or her death, the Insured is employed by the Company, the Insured employees beneficiary(ies), shall be entitled to an amount, as
follows:
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | If the Insured employee has not yet attained the of age seventy (70), the lesser of $977,340, or one hundred percent (100%) of the Net At Risk Insurance portion of
the proceeds; Net At Risk Insurance portion of the proceeds is the aggregate total proceeds less the cash value of the Policies designated herein;
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) |  | If the Insured employee is seventy (70) or older, but not yet age eighty (80), the lesser of $456,092, or one hundred percent (100%) of the Net At Risk Insurance
portion of the proceeds;
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) |  | If the Insured employee dies after the attainment of age eighty (80), the lesser of $195,468, or one hundred percent (100%) of the Net At Risk Insurance portion of
the proceeds.
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. |  | If, at the time of his or her death, the Insured is no longer employed by the Company but, prior to death, was eligible to receive payments under that certain
Executive Supplemental Compensation Agreement dated January 1st, 2002, by and between the Company and the Insured (the SERP Agreement), the Insureds beneficiary(ies), shall be entitled to an amount, as follows. For purposes of this Paragraph
VI, the term Applicable Percentage shall refer to the Applicable
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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Mountain Bank Holding Company Split Dollar Agreement

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| | Percentage |  | as defined in the SERP Agreement and in effect as of the Insureds last date of employment with the Company:
| | ---------- |  | ------------------------------------------------------------------------------------------------------------



| | (a) |  | If the Insured has not yet attained the of age seventy (70), the Applicable Percentage times the lesser of $977,340, or one hundred percent (100%) of the Net At Risk
Insurance portion of the proceeds;
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) |  | If the Insured is seventy (70) or older, but not yet age eighty (80), the Applicable Percentage times the lesser of $456,092, or one hundred percent (100%) of the
Net At Risk Insurance portion of the proceeds;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) |  | If the Insured dies after the attainment of age eighty (80), the Applicable Percentage times the lesser of $195,468, or one hundred percent (100%) of the Net At Risk
Insurance portion of the proceeds.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. |  | If the Company no longer employs the Insured at the time of death and the Insured was not eligible to receive payments under the SERP Agreement prior to death, the
beneficiaries share of Policy proceeds shall be $50,000.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. |  | The Company and the Insureds beneficiaries shall share any interest due on death proceeds in the same pro rata ratio as applies to death proceeds,
respectively.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. |  | In the event that the Policy is terminated other than as a result of a termination of this Agreement pursuant to paragraph X, then the Bank shall pay to the
Insureds beneficiary(ies) an amount which will provide a total after-tax death benefit equal to the benefit that the Insured would have received if the Policy had not been terminated.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|VII. |  | DIVISION OF CASH SURRENDER VALUE
|---- |  | --------------------------------



The Company shall at all times be entitled to an amount equal to the Policys cash value, as that term is defined in the Policy, less
any Policy loans and unpaid interest or cash withdrawals previously incurred by the Company and any applicable Policy surrender charges. Such cash value shall be determined as of the date of surrender of the Policy or death of the Insured as the
case may be.



|VIII. |  | PREMIUM WAIVER
|----- |  | --------------



If the Policy contains a premium waiver provision, any such waived amounts shall be considered for all purposes of this Agreement as
having been paid by the Company.



|IX. |  | RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS
|--- |  | -------------------------------------------------------------------



In the event the Policy involves an endowment or annuity element, the Companys right and interest in
any endowment proceeds or annuity benefits shall be determined according to this Agreement, by regarding such endowment proceeds, or the commuted





---

Mountain Bank Holding Company Split Dollar Agreement

Page 4 of 6



value of such annuity benefits, as the Policys cash value. Such endowment
proceeds or annuity benefits shall be treated like death proceeds for the purposes of division under this Agreement.



|X. |  | TERMINATION OF AGREEMENT
|-- |  | ------------------------



This Agreement shall terminate immediately upon the commission of any act by the Insured that results in the termination of the Policy by
the Insurer.



Except as provided above, this
Agreement shall terminate upon distribution of death benefits in accordance with Paragraph VI above.



|XI. |  | PROHIBITION ON ASSIGNMENT
|--- |  | -------------------------



The Insured may not, without the prior written consent of the Company, assign to any individual, trust or other organization, any right,
title or interest in the Policy or in any rights, options, privileges or duties created under this Agreement.



|XII. |  | AGREEMENT BINDING UPON THE PARTIES
|---- |  | ----------------------------------



This Agreement shall be binding upon the Insured and the Company, and their respective heirs, successors, personal representatives and
assigns, as applicable.



|XIII. |  | NAMED FIDUCIARY AND PLAN ADMINISTRATOR
|----- |  | --------------------------------------



The Company is hereby designated the Named Fiduciary until resignation or removal by its Board of Directors. As Named
Fiduciary, the Company shall be responsible for the management, control, and administration of this Agreement as established herein. The Named Fiduciary may allocate to others certain aspects of the management and operations responsibilities of this
Agreement, including the employment of advisors and the delegation of any ministerial duties to qualified individuals.



|XIV. |  | FUNDING POLICY
|---- |  | --------------



The funding Policy for this Agreement shall be to maintain the Policy in force by paying, when due, all premiums required.



|XV. |  | CLAIM PROCEDURES
|--- |  | ----------------



Claims shall be directed to The Benefit Marketing Group, Inc., Atlanta Georgia (770-952-1529). If a claim is payable, a benefit check will
be issued to the Named Fiduciary. In the event that a claim is not eligible under the Policy, the Insurer will notify the Named Fiduciary of the denial as required by the Policy. If the Named Fiduciary is dissatisfied with the denial of the claim
and wishes to contest such claim denial, it should contact the office named above and they will assist in making inquiry to the Insurer. All objections to the Insurers actions should be in writing and submitted to the office named above for
transmittal to the Insurer.





---

Mountain Bank Holding Company Split Dollar Agreement

Page 5 of 6





|XVI. |  | GENDER AND PLURAL VS SINGULAR
|---- |  | -----------------------------



Whenever in this Agreement words are used in the masculine or neuter gender, they shall be read and construed as in the masculine,
feminine or neuter gender, whenever they should so apply. When applicable, nouns in the singular shall be read and construed as in the plural and visa versa.



|XVII. |  | INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT
|----- |  | -----------------------------------------------



The Insurer shall not be deemed a party to this Agreement, but will be served with an executed copy of this Agreement. Payment or other
performance in accordance with the Policy provisions shall fully discharge the Insurer from any and all liability.



IN WITNESS WHEREOF, the Insured and duly authorized Company officer have signed this Agreement as of the above written date.



|Mountain Bank Holding Company  Name
Title |  | Mountain Bank Holding Company  Name
Title
|----------------------------------------- |  | -----------------------------------------
|                                         
|Executive Name:                           |  |                                          





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Mountain Bank Holding Company Split Dollar Agreement

Page 6 of 6



BENEFICIARIES DESIGNATION FORM



Primary Designation:



|Name |  | Relationship
|---- |  | ------------
|    
|     |  |             
|    
|     |  |             
|    
|     |  |             



Contingent
Designation:



|Name |  | Relationship
|---- |  | ------------
|    
|     |  |             
|    
|     |  |             
|    
|     |  |             





______________________, 2003



|         
|---------
|Signed:  
|         
|Executive









---



For SERP
Plan Participant  Draft  Requires Review of Bank Counsel



MOUNTAIN BANK HOLDING COMPANY AND SUBSIDIARY



LIFE INSURANCE

ENDORSEMENT METHOD SPLIT DOLLAR
AGREEMENT



|               
|---------------
|Insurer:       
|               
|Policy Number: 
|               
|Insurer:       
|               
|Policy Number: 
|               
|Insurer:       
|               
|Policy Number: 
|               
|Owner:         
|               
|Insured:       
|               
|Effective Date:



This Agreement is by and
between Mountain Bank Holding Company, Mt. Rainier National Bank; its wholly owned subsidiary (either or both, as applicable, referred to interchangeably as the Company), and Sheila M. Brumley, a senior executive of the Company.



|I. |  | DEFINITIONS
|-- |  | -----------



The term Policy shall refer to the above-cited policies as well any policies obtained, by means of 1035 exchange, to replace
the above-cited policies. Policy definitions shall govern.



|II. |  | POLICY TITLE AND OWNERSHIP
|--- |  | --------------------------



The respective rights and duties of the Company and the Insured in the Policy shall be as follows:



Title and ownership shall reside in the Company for its use
and for the use of the Insured all in accordance with this Agreement. The Company alone may, to the extent of its interest, exercise the right to borrow or withdraw the Policy cash values or to terminate the Policy. Where the Company and the
Insured, mutually agree to exercise the right to increase coverage under the Policy, then, in such event, the rights, duties and benefits of





---

Mountain Bank Holding Company Split Dollar Agreement

Page 2 of 6



the parties to such increased coverage shall continue to be subject to the terms of
this Agreement.



|III. |  | BENEFICIARY DESIGNATION
|---- |  | -----------------------



The Insured shall have the right and power to designate beneficiaries to receive his/her share of death proceeds, as provided in this
Agreement. Likewise, the Insured shall have the right and power to elect and change a payment option for such beneficiaries.



|IV. |  | PREMIUM PAYMENTS
|--- |  | ----------------



The Company shall pay premiums and the Insured shall not be responsible for any portion thereof.



|V. |  | TAXABLE BENEFIT
|-- |  | ---------------



Annually the Insured will receive a taxable benefit equal to the assumed cost of insurance as required by the Internal Revenue Service.
The Company (or its administrator) will report to the Insured such imputed income on Form W-2 or its equivalent.



|VI. |  | DIVISION OF DEATH PROCEEDS
|--- |  | --------------------------



The Company shall be entitled to the death proceeds of the Policy except that, subject to Paragraph VII herein, beneficiaries designated
by the Insured in accordance with Paragraph III, shall be entitled to a split dollar share of the death proceeds.



| | 1. |  | If, at the time of his or her death, the Insured is employed by the Company, the Insured employees beneficiary(ies), shall be entitled to an amount, as
follows:
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | If the Insured employee has not yet attained the of age seventy (70), the lesser of $1,329,030, or one hundred percent (100%) of the Net At Risk Insurance portion of
the proceeds; Net At Risk Insurance portion of the proceeds is the aggregate total proceeds less the cash value of the Policies designated herein;
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) |  | If the Insured employee is seventy (70) or older, but not yet age eighty (80), the lesser of $620,214, or one hundred percent (100%) of the Net At Risk Insurance
portion of the proceeds;
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) |  | If the Insured employee dies after the attainment of age eighty (80), the lesser of $265,806, or one hundred percent (100%) of the Net At Risk Insurance portion of
the proceeds.
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. |  | If, at the time of his or her death, the Insured is no longer employed by the Company but, prior to death, was eligible to receive payments under that certain
Executive Supplemental Compensation Agreement dated January 1st, 2002, by and between the Company and the Insured (the SERP Agreement), the Insureds
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





---

Mountain Bank Holding Company Split Dollar Agreement

Page 3 of 6



| |  |  | beneficiary(ies), shall be entitled to an amount, as follows. For purposes of this Paragraph Vi, the term Applicable Percentage shall refer to the Applicable
Percentage as defined in the SERP Agreement and in effect as of the Insureds last date of employment with the Company:
| |  |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | If the Insured has not yet attained the of age seventy (70), the Applicable Percentage times the lesser of $1,329,030, or one hundred percent (100%) of the Net At
Risk Insurance portion of the proceeds;
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) |  | If the Insured is seventy (70) or older, but not yet age eighty (80), the Applicable Percentage times the lesser of $620,214, or one hundred percent (100%) of the
Net At Risk Insurance portion of the proceeds;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) |  | If the Insured dies after the attainment of age eighty (80), the Applicable Percentage times the lesser of $265,806, or one hundred percent (100%) of the Net At Risk
Insurance portion of the proceeds.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. |  | If the Company no longer employs the Insured at the time of death and the Insured was not eligible to receive payments under the SERP Agreement prior to death, the
beneficiaries share of Policy proceeds shall be $50,000.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. |  | The Company and the Insureds beneficiaries shall share any interest due on death proceeds in the same pro rata ratio as applies to death proceeds,
respectively.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. |  | In the event that the Policy is terminated other than as a result of a termination of this Agreement pursuant to paragraph X, then the Bank shall pay to the
Insureds beneficiary(ies) an amount which will provide a total after-tax death benefit equal to the benefit that the Insured would have received if the Policy had not been terminated.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|VII. |  | DIVISION OF CASH SURRENDER VALUE
|---- |  | --------------------------------



The Company shall at all times be entitled to an amount equal to the Policys cash value, as that term is defined in the Policy, less
any Policy loans and unpaid interest or cash withdrawals previously incurred by the Company and any applicable Policy surrender charges. Such cash value shall be determined as of the date of surrender of the Policy or death of the Insured as the
case may be.



|VIII. |  | PREMIUM WAIVER
|----- |  | --------------



If the Policy contains a premium waiver provision, any such waived amounts shall be considered for all purposes of this Agreement as
having been paid by the Company.





---

Mountain Bank Holding Company Split Dollar Agreement

Page 4 of 6





|IX. |  | RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS
|--- |  | -------------------------------------------------------------------



In the event the Policy involves an endowment or annuity element, the Companys right and interest in
any endowment proceeds or annuity benefits shall be determined according to this Agreement, by regarding such endowment proceeds, or the comminuted value of such annuity benefits, as the Policys cash value. Such endowment proceeds or annuity
benefits shall be treated like death proceeds for the purposes of division under this Agreement.



|X. |  | TERMINATION OF AGREEMENT
|-- |  | ------------------------



This Agreement shall terminate immediately upon the commission of any act by the Insured that results in the termination of the Policy by
the Insurer.



Except as provided above, this
Agreement shall terminate upon distribution of death benefits in accordance with Paragraph VI above.



|XI. |  | PROHIBITION ON ASSIGNMENT
|--- |  | -------------------------



The Insured may not, without the prior written consent of the Company, assign to any individual, trust or other organization, any right,
title or interest in the Policy or in any rights, options, privileges or duties created under this Agreement.



|XII. |  | AGREEMENT BINDING UPON THE PARTIES
|---- |  | ----------------------------------



This Agreement shall be binding upon the Insured and the Company, and their respective heirs, successors, personal representatives and
assigns, as applicable.



|XIII. |  | NAMED FIDUCIARY AND PLAN ADMINISTRATOR
|----- |  | --------------------------------------



The Company is hereby designated the Named Fiduciary until resignation or removal by its Board of Directors. As Named
Fiduciary, the Company shall be responsible for the management, control, and administration of this Agreement as established herein. The Named Fiduciary may allocate to others certain aspects of the management and operations responsibilities of this
Agreement, including the employment of advisors and the delegation of any ministerial duties to qualified individuals.



|XIV. |  | FUNDING POLICY
|---- |  | --------------



The funding Policy for this Agreement shall be to maintain the Policy in force by paying, when due, all premiums required.



|XV. |  | CLAIM PROCEDURES
|--- |  | ----------------



Claims shall be directed to The Benefit Marketing Group, Inc., Atlanta Georgia (770-952-1529). If a claim is payable, a benefit check will
be issued to the Named Fiduciary. In the event that a claim is not eligible under the Policy, the Insurer will notify the Named





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Mountain Bank Holding Company Split Dollar Agreement

Page 5 of 6



Fiduciary of the denial as required by the Policy. If the Named Fiduciary is
dissatisfied with the denial of the claim and wishes to contest such claim denial, it should contact the office named above and they will assist in making inquiry to the Insurer. All objections to the Insurers actions should be in writing and
submitted to the office named above for transmittal to the Insurer.



|XVI. |  | GENDER AND PLURAL VS SINGULAR
|---- |  | -----------------------------



Whenever in this Agreement words are used in the masculine or neuter gender, they shall be read and construed as in the masculine,
feminine or neuter gender, whenever they should so apply. When applicable, nouns in the singular shall be read and construed as in the plural and visa versa.



|XVII. |  | INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT
|----- |  | -----------------------------------------------



The Insurer shall not be deemed a party to this Agreement, but will be served with an executed copy of this Agreement. Payment or other
performance in accordance with the Policy provisions shall fully discharge the Insurer from any and all liability.



IN WITNESS WHEREOF, the Insured and duly authorized Company officer have signed this Agreement as of the above written date.



|Mountain Bank Holding Company  Name
Title |  | Mountain Bank Holding Company  Name
Title
|----------------------------------------- |  | -----------------------------------------
|                                         
|Executive Name:                           |  |                                          





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Mountain Bank Holding Company Split Dollar Agreement

Page 6 of 6





BENEFICIARIES DESIGNATION FORM



Primary
Designation:



|Name |  | Relationship
|---- |  | ------------
|    
|     |  |             
|    
|     |  |             
|    
|     |  |             



Contingent
Designation:



|Name |  | Relationship
|---- |  | ------------
|    
|     |  |             
|    
|     |  |             
|    
|     |  |             





______________________, 2003



|         
|---------
|Signed:  
|         
|Executive