----

| 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 |

----

|           |                                   |          |                                                                                                                                                        |
|----------------|----------------------------------------|---------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|           |                                   |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|           |                                   |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  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                                     |

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| 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 successorprovision.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |

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|                       |                                                                                                                                                                                                                                                                                      |
|---------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  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.                                                                                                           |

----

|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|--------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |

----

|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|-----------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   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 PlanYear. |
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|                                                      | (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: |

----

|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   (A)      An unforeseeable emergency or a hardship distribution under Section 4.7;      or |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (B)  A      disability (as defined in paragraph (4) below), provided thecancellation      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. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |

----

| 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'sAccount.                                                                                                                                                                                                                                                                                                                                       |

----

----

| 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.                                                                                                                                                                                                             |

----

| 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); |

----

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                               |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  (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.                                                                                                                                                                                                                                                                                                                                                                                                                                            |

----

| 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 thissection:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (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. |

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|    |
|--------------|
|         | (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 thoseshares; |
|         |   |   |   |
|         |   |   | (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. |

----

----

| 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.                                                                                                                                                                                                                                                       |

----

----

| 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. |

----

| 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.                                                                                                                                                              |

----

|   | (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.                                                                                                                                                                                                                                                                                   |

----

| 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 beeffective. |

----

|   | (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 thisPlan.                     |
|   |                                                                                                     |   |
|   | (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 |

----

|   |   |   |                                                                                                                                     |                                                                                                                                                                                                                                                                                                 |
|--------|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   |                                                                                                                                     | (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.          |

----

| 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 orinsolvency.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |

----

| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |

----

| 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                              |