BANK’34


DEFERRED COMPENSATION AGREEMENT


 


This Deferred Compensation
Agreement (this “Agreement”) is entered into this 1st day of July, 2012, by and between BANK’34, a federally-chartered
Savings Association located in Alamogordo, New Mexico (the “Bank”), and Bill Kauper (the “Executive”).


 


The purpose of this
Agreement is to provide specified benefits to the Executive, a member of a select group of management or highly compensated employees
who contribute materially to the continued growth, development and future business success of the Bank. This Agreement shall be
unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”),
as amended from time to time.


 


Article 1


Definitions


 


Whenever used in this
Agreement, the following words and phrases shall have the meanings specified:


 


		1.1	“Bank Contribution” means the contribution to the Deferral Account, if any,
as set forth in Section 3.1.



 


		1.2	“Base Salary” means the annual cash compensation relating to services performed
during any calendar year, excluding distributions from nonqualified deferred compensation plans, bonuses, commissions, overtime,
fringe benefits, stock options, relocation expenses, incentive payments, non-monetary awards, and other fees, and automobile and
other allowances paid to the Executive for employment rendered (whether or not such allowances are included in the Executive’s
gross income). Base Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Executive
pursuant to all qualified or non-qualified plans of the Bank and shall be calculated to include amounts not otherwise included
in the Executive’s gross income under Code Sections 125, 402(e)(3), 402(h), or 403 (b) pursuant to plans established by the
Bank; provided, however, that all such amounts will be included in compensation only to the extent that had there been no such
plan, the amount would have been payable in cash to the Executive.



 


		1.3	“Beneficiary” means each designated person or entity, or the estate of the deceased
Executive, entitled to any benefits upon the death of the Executive.



 


		1.4	“Beneficiary Designation Form” means the form established from time to time
by the Plan Administrator that the Executive completes, signs and returns to the Plan Administrator to designate one or more beneficiaries.



 


		1.5	“Board” means the Board of Directors of the Bank as from time to time constituted.



 




    	 



    	 



    

 


		1.6	“Change in Control” means a change in the ownership or effective control of
the Bank, or in the ownership of a substantial portion of the assets of the Bank, as such change is defined in Code Section 409A
and regulations thereunder.



 


		1.7	“Code” means the Internal Revenue Code of 1986, as amended, and all regulations
and guidance thereunder, including such regulations and guidance as may be promulgated after the Effective Date of this Agreement.



 


		1.8	“Crediting Rate” means the greater of the (i) Wall Street journal prime
rate on the first business day of the Plan Year or (ii) five percent (5%).



 


		1.9	“Deferrals” means the amount of Base Salary the Executive elects to defer according
to this Agreement.



 


		1.10	“Deferral Account” means the Bank’s accounting of the accumulated Deferrals,
plus Bank Contributions, plus accrued interest.



 


		1.11	“Deferral Election Form” means each form established from time to time by the
Plan Administrator that the Executive completes, signs and returns to the Plan Administrator to designate the amount of Deferrals.



 


		1.12	“Disability” means the Executive; (i) is unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death
or can be expected to last for a continuous period of not less than twelve (12) months; or (ii) is, by reason of any medically
determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous
period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months
under an accident and health plan covering employees or directors of the Bank. Medical determination of Disability may be made
by either the Social Security Administration or by the provider of an accident or health plan covering employees or directors of
the Bank, provided that the definition of “disability” applied under such insurance program complies with the requirements
of the preceding sentence. Upon the request of the Plan Administrator, the Executive must submit proof to the Plan Administrator
of the Social Security Administration’s or the provider’s determination.



 


		1.13	“Early Retirement” means a Separation from Service occurring before Normal Retirement
Age, except a Separation from Service occurs (i) within twenty-four (24) months following a Change in Control or (ii) due to death,
Disability, or Termination for Cause.



 


		1.14	“Effective Date” means July 1, 2012.



 


		1.15	“Normal Retirement Age” means age sixty-six (66).



 




    	 



    	 



    

 


		1.16	“Plan Administrator” means the Board or such committee or person as the Board
shall appoint.



 


		1.17	“Plan Year” means each twelve (12) month period commencing on July 1 and ending
on June 30 of each year.



 


		1.18	“Separation from Service” means termination of the Executive’s employment
with the Bank for reasons other than death or Disability. Whether a Separation from Service has occurred is determined in accordance
with the requirements of Code Section 409A based on whether the facts and circumstances indicate that the Bank and Executive reasonably
anticipated that no further services would be performed after a certain date or that the level of bona fide services the Executive
would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than
twenty percent (20%) of the average level of bona fide services performed (whether as an employee or an independent contractor)
over the immediately preceding thirty-six (36) month period (or the full period of services to the Bank if the Executive has been
providing services to the Bank less than thirty-six (36) months).



 


		1.19	“Specified Employee” means an employee who at the time of Separation from Service
is a key employee of the Bank, if any stock of the Bank is publicly traded on an established securities market or otherwise. For
purposes of this Agreement, an employee is a key employee if the employee meets the requirements of Code Section 416(i)(l)(A)(i),
(ii), or (iii) (applied in accordance with the regulations thereunder and disregarding section 416(i)(5)) at any time during the
twelve (12) month period ending on December 31 (the “identification period”). If the employee is a key employee during
an identification period, the employee is treated as a key employee for purposes of this Agreement during the twelve (12) month
period that begins on the first day of April following the close of the identification period.



 


		1.20	“Termination for Cause” means a Separation from Service for:



		(a)	Personal dishonesty;



		(b)	Incompetence;



		(c)	Willful misconduct;



		(d)	Breach of fiduciary duty involving personal misconduct;



		(e)	Material Breach of the Bank’s Code of Ethics



		(f)	Intentional failure to perform stated duties;



		(g)	Willful violation of any law, rule or regulation (other than traffic violations or similar offenses),
any felony conviction, an violation of law involving morla turpitude, or any violation of a final cease-and-desist order; or



		(h)	Material breach b the Executive of any provision of this Agreement.



 


Notwithstanding the foregoing,
the Executive’s Termination for Cause will not become effective unless the Bank has delivered to the Executive a copy of
a resolution duly adopted by the affirmative vote of a majority of the independent directors of the Board, at a meeting of the
Board called and held for the purpose of finding that, in the good faith opinion of the Board (after reasonable notice to the Executive
and an opportunity for the Executive to be heard before the Board), the Executive was guilty of the conduct described above and
specifying the particulars of such conduct.


 




    	 



    	 



    

 


		1.21	“Unforeseeable Emergency” means a severe financial hardship to the Executive
resulting from an illness or accident of the Executive, the Executive’s spouse, the Beneficiary, or the Executive’s
dependent (as defined in Section 152(a) of the Code), loss of the Executive’s property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Executive.



 


		1.22	“Years of Participation” means the consecutive twelve (12) month period beginning
on the Effective Date and any twelve (12) month anniversary thereof during the entirety of which time the Executive is a participant
in this Agreement.



 


Article 2


Deferral Election


 


		2.1	Elections Generally. The Executive may annually file a Base Salary Deferral Election Form
with the Plan Administrator no later than the end of the Plan Year preceding the Plan Year in which services leading to such Base
Salary will be performed.



 


		2.2	Initial Election. After being notified by the Plan Administrator of becoming eligible to
participate in this Agreement, the Executive may make an initial deferral election by delivering to the Plan Administrator a signed
Deferral Election Form and Beneficiary Designation Form within thirty (30) days of becoming eligible. The Deferral Election Form
shall set forth the amount of Base Salary to be deferred. However, if the Executive was eligible to participate in any other account
balance plans sponsored by the Bank (as referenced in Code Section 409A) prior to becoming eligible to participate in this Agreement,
the initial election to defer Base Salary under this Agreement shall not be effective until the year following the year in which
the Executive became eligible to participate in this Agreement.



 


		2.3	Election Changes. The Executive may modify the amount of Base Salary to be deferred annually
by filing a new Deferral Election Form with the Bank. The modified deferral shall not be effective until the calendar year following
the year in which the subsequent Deferral Election Form is received by the Bank.



 


		2.4	Hardship. If an Unforeseeable Emergency occurs, the Executive, by written instructions to
the Bank, may discontinue deferrals hereunder. Any subsequent Deferral Elections may be made only in accordance with Section 2.1
hereof.



 




    	 



    	 



    

 


Article 3


Bank Contribution and Deferral Account


 


		3.1	Bank Contribution. The Bank, at its discretion may annually contribute to the Deferral Account
an amount determined in accordance with the criteria set forth on Exhibit A. Exhibit A may be amended, from time to time, by the
Bank without the consent of the Executive.



 


		3.2	Establishing and Crediting. The Bank shall establish a Deferral Account on its books for
the Executive and shall credit to the Deferral Account the following amounts:



		(a)	Any Bank Contributions;



		(b)	Any Deferrals; and



		(c)	Interest as follows:



		(i)	On the last day of each month and immediately prior to the distribution of any benefits, but only
until commencement of benefit distributions under this Agreement, interest shall be credited on the Deferral Account at an annual
rate equal to the Crediting Rate, compounded monthly; and



		(ii)	On the last day of each month during any installment period, interest shall be credited on the
unpaid Deferral Account balance at an annual rate equal to the Crediting Rate, compounded monthly. Prior to any event causing distributions
hereunder, the Board, in its sole discretion, may change the rate used to calculate interest in this Section 3.2(c)(ii).



 


		3.3	Accounting Device Only. The Deferral Account is solely a device for measuring amounts to
be paid under this Agreement and is not a trust fund of any kind.



 


Article 4


Distributions During Lifetime


 


		4.1	Normal Retirement Benefit. Upon Separation from Service following Normal Retirement Age,
the Bank shall distribute to the Executive the benefit described in this Section 4.1 in lieu of any other benefit under this Article.



 


		4.1.1	Amount of Benefit. The benefit under this Section 4.1 is the Deferral Account balance at Separation from Service.



 


		4.1.2	Distribution of Benefit. The Bank shall distribute the benefit to the Executive in Lump
Sum (     ) monthly installments commencing on the first day of the month following Separation from Service.
If there is more than one monthly installment, the monthly installments shall be equal to the extent possible.



 




    	 



    	 



    

 


		4.2	Early Retirement Benefit. If Early Retirement occurs, the Bank shall distribute to the Executive
the benefit described in this Section 4.2 in lieu of any other benefit under this Article.



 


		4.2.1	Amount of Benefit. The benefit under this Section 4.2 is the Deferral Account balance determined
as of the date of Separation from Service and adjusted by the vesting schedule set forth in Section 4.2.2.



 


		4.2.2	Vesting Schedule. The Executive shall at all times be one hundred percent (100%) vested
in any Deferrals. The Executive shall vest in the Bank Contribution and any Interest based upon the Executive’s Years of
Participation completed prior to Separation from Service as follows:



 


	Years of Participation	 	Percentage Vested
	1	 	20%
	2	 	40%
	3	 	60%
	4	 	80%
	5	 	100%


 


		4.2.3	Distribution of Benefit. The Bank shall distribute the benefit to the Executive in
                                                                 Lump Sum (     ) monthly installments commencing on the first day of the month following Separation
                                                                 from Service. If there is more than one monthly installment, the monthly installments shall be equal to the extent
                                                                 possible.



 


		4.3	Disability Benefit. If the Executive experiences a Disability prior to the Normal Retirement
Age, the Bank shall distribute to the Executive the benefit described in this Section 4.3 in lieu of any other benefit under this
Article.



 


		4.3.1	Amount of Benefit. The benefit under this Section 4.3 is the Deferral Account balance determined
as of the date of Disability.



 


		4.3.2	Distribution of Benefit. The Bank shall distribute the benefit to the Executive in
                                                                 Lump Sum (   ) monthly installments commencing on the first day of the month following Disability. If there
                                                                 is                                                                  more than one monthly installment, the monthly
                                                                 installments shall be equal to the extent possible.



 


		4.4	Change in Control Benefit. If a Change in Control occurs, followed within twenty-four (24)
months by Separation from Service, provided, however, that such Separation from Service is prior to the Normal Retirement Age,
the Bank shall distribute to the Executive the benefit described in this Section 4.4 in lieu of any other benefit under this Article.



 




    	 



    	 



    

 


		4.4.1	Amount of Benefit. The benefit under this Section 4.4 is the Deferral Account balance determined
as of the date of Separation from Service.



 


		4.4.2	Distribution of Benefit. The Bank shall distribute the benefit to the Executive in a lump
sum within thirty (30) days following Separation from Service.



 


		4.5	Change in Control during Distribution of Benefits. If a Change in Control occurs during
the period in which the Executive is receiving installment payments pursuant to this Article 4 or Article 5 below, then within
thirty (30) days after such Change in Control, the Bank shall pay the remaining Deferral Account balance determined as of the date
of the Change in Control to the Executive in a lump sum in lieu of any other installment payments.



 


		4.6	Restriction on Commencement of Distributions. Notwithstanding any provision of this Agreement
to the contrary, if the Executive is considered a Specified Employee, the provisions of this Section 4.5 shall govern all distributions
hereunder. If benefit distributions which would otherwise be made to the Executive due to Separation from Service are limited because
the Executive is a Specified Employee, then such distributions shall not be made during the first six (6) months following Separation
from Service. Rather, any distribution which would otherwise be paid to the Executive during such period shall be accumulated and
paid to the Executive in a lump sum on the first day of the seventh month following Separation from Service. All subsequent distributions
shall be paid in the manner specified.



 


		4.7	Distributions Upon Taxation of Amounts Deferred. If, pursuant to Code Section 409A, the
Federal Insurance Contributions Act or other state, local or foreign tax, the Executive becomes subject to tax on the amounts deferred
hereunder, then the Bank may make a limited distribution to the Executive in a manner that conforms to the requirements of Code
section 409A. Any such distribution will decrease the Deferral Account balance.



 


		4.8	Change in Form or Timing of Distributions. The Bank and the Executive may, subject to the
terms hereof, amend this Agreement to delay the timing or change the form of payments. Any such amendment:



 


		(a)	must take effect not less than twelve (12) months after the amendment is made;



		(b)	must, for benefits distributable due solely to the arrival of a specified date, or on account of
Separation from Service or Change in Control, delay the commencement of distributions for a minimum of five (5) years from the
date the first distribution was originally scheduled to be made; and



		(c)	may not accelerate the time or schedule of any distribution.



 




    	 



    	 



    

 


Article 5


Distributions at Death


 


		5.1	Death During Active Service. If the Executive dies prior to Separation from Service, the
Bank shall distribute to the Beneficiary the benefit described in this Section 5.1. This benefit shall be distributed in lieu of
any benefit under Article 4.



 


		5.1.1	Amount of Benefit. The benefit under this Section 5.1 is the Deferral Account balance determined
as of the date of the Executive’s death.



 


		5.1.2	Distribution of Benefit. The Bank shall distribute the benefit to the Beneficiary in
                                                                 Lump Sum (     ) monthly installments commencing on the first day of the fourth month following the
                                                                 Executive’s death. If there is more than one monthly installment, the monthly installments shall be equal to the extent
                                                                 possible. The Beneficiary shall be required to provide to the Bank the Executive’s death certificate.



 


		5.2	Death During Distribution of a Benefit. If the Executive dies after any benefit distributions
have commenced under this Agreement but before receiving all such distributions, the Bank shall distribute to the Beneficiary the
remaining benefits at the same time and in the same amounts they would have been distributed to the Executive had the Executive
survived.



 


		5.3	Death After Separation from Service But Before Benefit Distributions Commence. If the Executive
is entitled to benefit distributions under this Agreement but dies prior to the date that commencement of said benefit distributions
are scheduled to be made under this Agreement, the Bank shall distribute to the Beneficiary the same benefits to which the Executive
was entitled prior to death, except that the benefit distributions shall be paid in the manner specified in Section 5.1.2 and shall
commence on the first day of the fourth month following the Executive’s death.



 


Article 6


Beneficiaries


 


		6.1	In General. The Executive shall have the right, at any time, to designate a Beneficiary
to receive any benefit distributions under this Agreement upon the death of the Executive. The Beneficiary designated under this
Agreement may be the same as or different from the beneficiary designated under any other plan of the Bank in which the Executive
participates.



 




    	 



    	 



    

 


		6.2	Designation. The Executive shall designate a Beneficiary by completing and signing the Beneficiary
Designation Form and delivering it to the Plan Administrator or its designated agent. If the Executive names someone other than
the Executive’s spouse as a Beneficiary, the Plan Administrator may, in its sole discretion, determine that spousal consent
is required to be provided in a form designated by the Plan Administrator, executed by the Executive’s spouse and returned
to the Plan Administrator. The Executive’s beneficiary designation shall be deemed automatically revoked if the Beneficiary
predeceases the Executive or if the Executive names a spouse as Beneficiary and the marriage is subsequently dissolved. The Executive
shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation
Form and the Plan Administrator’s rules and procedures. Upon the acceptance by the Plan Administrator of a new Beneficiary
Designation Form, all Beneficiary designations previously filed shall be cancelled. The Plan Administrator shall be entitled to
rely on the last Beneficiary Designation Form filed by the Executive and accepted by the Plan Administrator prior to the Executive’s
death.



 

 


		6.3	Acknowledgment.
No designation or change in designation of a Beneficiary shall be effective until received, accepted and acknowledged in writing
by the Plan Administrator or its designated agent.



 


		6.4	No Beneficiary
Designation. If the Executive dies without a valid Beneficiary designation, or if all designated Beneficiaries predecease the
Executive, then the Executive’s spouse shall be the designated Beneficiary. If the Executive has no surviving spouse, any
benefit shall be paid to the personal representative of the Executive’s estate.



 


		6.5	Facility of Distribution.
If the Plan Administrator determines in its discretion that a benefit is to be distributed to a minor, to a person declared incompetent
or to a person incapable of handling the disposition of that person’s property, the Plan Administrator may direct distribution
of such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or
incapable person. The Plan Administrator may require proof of incompetence, minority or guardianship as it may deem appropriate
prior to distribution of the benefit. Any distribution of a benefit shall be a distribution for the account of the Executive and
the Beneficiary, as the case may be, and shall completely discharge any liability under this Agreement for such distribution amount.



 


Article
7


General
Limitations


 


		7.1	Termination for
Cause. Notwithstanding any provision of this Agreement to the contrary, the Bank shall not distribute any benefit under this
Agreement in excess of the Deferrals if the Executive’s employment with the Bank is terminated by the Bank or an applicable
regulator due to a Termination for Cause.



 


		7.2	Suicide or Misstatement.
No benefit in excess of the Deferrals shall be distributed if the Executive commits suicide within two (2) years after the Effective
Date, or if an insurance company which issued a life insurance policy covering the Executive and owned by the Bank denies coverage
(i) for material misstatements of fact made by the Executive on an application for such life insurance, or (ii) for any other reason;
provided, however that the Bank shall evaluate the reason for the denial, and upon advice of legal counsel and in its sole discretion,
consider judicially challenging any denial.



 




    	 



    	 



    

 


		7.3	Removal. Notwithstanding any provision of this Agreement
to the contrary, the Bank shall not distribute any benefit under this Agreement in excess of Deferrals if the Executive is subject
to a final removal or prohibition order issued by an appropriate federal banking agency pursuant to Section 8(e) of the Federal
Deposit Insurance Act. Notwithstanding anything herein to the contrary, any payments made to the Executive pursuant to this Agreement,
or otherwise, shall be subject to and conditioned upon compliance with 12 U.S.C. 1828 and FDIC Regulation 12 CFR Part 359, Golden
Parachute Indemnification Payments and any other regulations or guidance promulgated thereunder.



 


Article
8 

Administration of Agreement


 


		8.1	Plan Administrator
Duties. The Plan Administrator shall administer this Agreement according to its express terms and shall also have the discretion
and authority to (i) make, amend, interpret and enforce all appropriate rules and regulations for the administration of this Agreement
and (ii) decide or resolve any and all questions, including interpretations of this Agreement, as may arise in connection with
this Agreement.



 


		8.2	Agents. In
the administration of this Agreement, the Plan Administrator may employ agents and delegate to them such administrative duties
as the Plan Administrator sees fit, including acting through a duly appointed representative, and may from time to time consult
with counsel who may be counsel to the Bank.



 


		8.3	Binding Effect
of Decisions. Any decision or action of the Plan Administrator with respect to any question arising out of or in connection
with the administration, interpretation or application of this Agreement and the rules and regulations promulgated hereunder shall
be final and conclusive and binding upon all persons having any interest in this Agreement.



 


		8.4	Indemnity of Plan
Administrator. The Bank shall indemnify and hold harmless the Plan Administrator against any and all claims, losses, damages,
expenses or liabilities arising from any action or failure to act with respect to this Agreement, except in the case of willful
misconduct by the Plan Administrator.



 


		8.5	Bank Information.
To enable the Plan Administrator to perform its functions, the Bank shall supply full and timely information to the Plan Administrator
on all matters relating to the date and circumstances of the Executive’s death, Disability or Separation from Service, and
such other pertinent information as the Plan Administrator may reasonably require.



 




    	 



    	 



    

 


		8.6	Annual Statement.
The Plan Administrator shall provide to the Executive, within one hundred twenty (120) days after the end of each Plan Year, a
statement setting forth the benefits to be distributed under this Agreement.



 


Article
9


Claims
and Review Procedures


 


		9.1	Claims Procedure. An Executive
or Beneficiary (“claimant”) who has not received benefits under this Agreement that he or she believes should be distributed
shall make a claim for such benefits as follows:



 


		9.1.1	Initiation - Written
Claim. The claimant initiates a claim by submitting to the Plan Administrator a written claim for the benefits. If such a claim
relates to the contents of a notice received by the claimant, the claim must be made within sixty (60) days after such notice was
received by the claimant. All other claims must be made within one hundred eighty (180) days of the date on which the event that
caused the claim to arise occurred. The claim must state with particularity the determination desired by the claimant.



 


		9.1.2	Timing of Plan
Administrator Response. The Plan Administrator shall respond to such claimant within ninety (90) days after receiving the claim.
If the Plan Administrator determines that special circumstances require additional time for processing the claim, the Plan Administrator
can extend the response period by an additional ninety (90) days by notifying the claimant in writing, prior to the end of the
initial ninety (90) day period, that an additional period is required. The notice of extension must set forth the special circumstances
and the date by which the Plan Administrator expects to render its decision.



 


		9.1.3	Notice of Decision.
If the Plan Administrator denies part or all of the claim, the Plan Administrator shall notify the claimant in writing of such
denial. The Plan Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification
shall set forth:



 


		(a)	The specific reasons
for the denial;



		(b)	A reference to the
specific provisions of this Agreement on which the denial is based;



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



		(d)	An explanation of
this Agreement’s review procedures and the time limits applicable to such procedures; and



		(e)	A statement of the
claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.



 




    	 



    	 



    

 


		9.2	Review Procedure. If the Plan Administrator denies part
or all of the claim, the claimant shall have the opportunity for a full and fair review by the Plan Administrator of the denial
as follows:



 


		9.2.1	Initiation - Written
Request. To initiate the review, the claimant, within sixty (60) days after receiving the Plan Administrator’s notice
of denial, must file with the Plan Administrator a written request for review.



 


		9.2.2	Additional Submissions
- Information Access. The claimant shall then have the opportunity to submit written comments, documents, records and other
information relating to the claim. The Plan Administrator shall also provide the claimant, upon request and free of charge, reasonable
access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to
the claimant’s claim for benefits.



 


		9.2.3	Considerations
on Review. In considering the review, the Plan Administrator shall take into account all materials and information the claimant
submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.



 


		9.2.4	Timing of Plan
Administrator Response. The Plan Administrator shall respond in writing to such claimant within sixty (60) days after receiving
the request for review. If the Plan Administrator determines that special circumstances require additional time for processing
the claim, the Plan Administrator can extend the response period by an additional sixty (60) days by notifying the claimant in
writing, prior to the end of the initial sixty (60) day period, that an additional period is required. The notice of extension
must set forth the special circumstances and the date by which the Plan Administrator expects to render its decision.



 


		9.2.5	Notice of Decision.
The Plan Administrator shall notify the claimant in writing of its decision on review. The Plan Administrator shall write the notification
in a manner calculated to be understood by the claimant. A notification of denial shall set forth:



 


		(a)	The specific reasons
for the denial;



		(b)	A reference to the
specific provisions of this Agreement on which the denial is based;



		(c)	A statement that
the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records
and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits; and



		(d)	A statement of the
claimant’s right to bring a civil action under ERISA Section 502(a).



 




    	 



    	 



    

 


Article
10


Amendments
and Termination

 


		10.1	Amendments.
This Agreement may be amended only by a written agreement signed by the Bank and the Executive. Notwithstanding the foregoing however,
(i) the Bank may unilaterally amend Exhibit A and (ii) the Bank may unilaterally amend this Agreement to conform with written directives
to the Bank from its auditors or banking regulators or to comply with legislative changes or tax law, including without limitation
Code Section 409A.



 


		10.2	Plan Termination
Generally. This Agreement may be terminated only by a written agreement signed by the Bank and the Executive. Except as provided
in Section 10.3, the termination of this Agreement shall not cause a distribution of benefits under this Agreement. Rather, upon
such termination benefit distributions will be made at the earliest distribution event permitted under Article 4 or Article 5.



 


		10.3	Plan Terminations
Under Section 409A. Notwithstanding anything to the contrary in Section 10.2, if the Bank terminates this Agreement in the
following circumstances:



 


		(a)	Within thirty (30)
days before or twelve (12) months after a Change in Control, provided that all distributions are made no later than twelve (12)
months following such termination of this Agreement and further provided that all the Bank’s arrangements which are substantially
similar to this Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive
all amounts of compensation deferred under the terminated arrangements within twelve (12) months of such termination;



		(b)	Upon the Bank’s
dissolution or with the approval of a bankruptcy court provided that the amounts deferred under this Agreement are included in
the Executive’s gross income in the latest of (i) the calendar year in which this Agreement terminates; (ii) the calendar
year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the
distribution is administratively practical; or



		(c)	Upon
the Bank’s termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury
Regulations Section 1.409A-l(c)
if the Executive participated in such arrangements (“Similar Arrangements”), provided that (i) the termination and
liquidation does not occur proximate to a downturn in the financial health of the Bank, (ii) all termination distributions are
made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Bank
does not adopt any new arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date the
Bank takes all necessary action to irrevocably terminate and liquidate the Agreement; 



 




    	 



    	 



    

 


the
Bank may distribute the Deferral Account balance, determined as of the date of the termination of this Agreement, to the Executive
in a lump sum subject to the above terms.


 


Article
11


Miscellaneous


 


		11.1	Binding Effect.
This Agreement shall bind the Executive and the Bank and their beneficiaries, survivors, executors, administrators and transferees.



 


		11.2	No Guarantee of
Employment. This Agreement is not a contract for employment. It does not give the Executive the right to remain as an employee
of the Bank nor interfere with the Bank’s right to discharge the Executive. It does not require the Executive to remain an
employee nor interfere with the Executive’s right to terminate employment at any time.



 


		11.3	Non-Transferability.
Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.



 


		11.4	Tax Withholding
and Reporting. The Bank shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement.
The Executive acknowledges that the Bank’s sole liability regarding taxes is to forward any amounts withheld to the appropriate
taxing authorities. The Bank shall satisfy all applicable reporting requirements.



 


		11.5	Applicable Law.
This Agreement and all rights hereunder shall be governed by the laws of the State of New Mexico, except to the extent preempted
by the laws of the United States of America.



 


		11.6	Unfunded Arrangement.
The Executive and the Beneficiary are general unsecured creditors of the Bank for the distribution of benefits under this Agreement.
The benefits represent the mere promise by the Bank to distribute such benefits. The rights to benefits are not subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors. Any
insurance on the Executive’s life or other informal funding asset is a general asset of the Bank to which the Executive and
Beneficiary have no preferred or secured claim.



 


		11.7	Reorganization. The Bank shall not merge or consolidate
into or with another bank, or reorganize, or sell substantially all of its assets to another bank, firm or person unless such succeeding
or continuing bank, firm or person agrees to assume and discharge the obligations of the Bank under this Agreement. Upon the occurrence
of such an event, the term “Bank” as used in this Agreement shall be deemed to refer to the successor or survivor entity.



 




    	 



    	 



    

 






 


		11.8	Entire Agreement. This Agreement constitutes the entire agreement between the Bank and the
Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those
specifically set forth herein.



 


		11.9	Interpretation. Wherever the fulfillment of the intent and purpose of this Agreement requires
and the context will permit, the use of the masculine gender includes the feminine and use of the singular includes the plural



 


		11.10	Alternative Action. In the event it shall become impossible for the Bank or the Plan Administrator
to perform any act required by this Agreement due to regulatory or other constraints, the Bank or Plan Administrator may perform
such alternative act as most nearly carries out the intent and purpose of this Agreement and is in the best interests of the Bank.



 


		11.11	Headings. Article and section headings are for convenient reference only and shall not control
or affect the meaning or construction of any provision herein.



 


		11.12	Validity. If any provision of this Agreement shall be illegal or invalid for any reason,
said illegality or invalidity shall not affect the remaining parts hereof, but this Agreement shall be construed and enforced as
if such illegal or invalid provision had never been included herein.



 


		11.13	Notice. Any notice or filing required or permitted to be given to the Bank or Plan Administrator
under this Agreement shall be sufficient if in writing and hand-delivered or sent by registered or certified mail to the address
below:



 


	BANK’34
	C/O                                       
	500 10th STREET 
	ALAMOGORDO, NM 88310


 


Such notice shall be deemed given
as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration
or certification.


 


Any notice or filing required
or permitted to be given to the Executive under this Agreement shall be sufficient if in writing and hand-delivered or sent by
mail to the last known address of the Executive.


 


		11.14	Deduction Limitation on Benefit Payments. If the Bank reasonably anticipates that the Bank’s
deduction with respect to any distribution under this Agreement would be limited or eliminated by application of Code Section 162(m),
then to the extent deemed necessary by the Bank to ensure that the entire amount of any distribution from this Agreement is deductible,
the Bank may delay payment of any amount that would otherwise be distributed under this Agreement. The delayed amounts shall be
distributed to the Executive (or the Beneficiary in the event of the Executive’s death) at the earliest date the Bank reasonably
anticipates that the deduction of the payment of the amount will not be limited or eliminated by application of Code Section 162(m).



 




    	 



    	 



    

 


		11.15	Compliance with Section 409A. This Agreement shall be interpreted and administered consistent
with Code Section 409A.



 




    	 



    	 



    

 


IN WITNESS WHEREOF, the Executive and a
duly authorized representative of the Bank have signed this Agreement.


 


	EXECUTIVE:	 	BANK:
	 	 	 	 
	/s/ Bill Kauper	 	By:	/s/ Jill Gutierrez
	 	 	Title:	President & CEO


 




    	 



    	 



    

 


DEFERRED COMPENSATION AGREEMENT


 


BASE SALARY DEFERRAL ELECTION FORM


 


	Amount of Deferral	 	Duration
	 	 	 
	[Initial and Complete One]	 	[Initial and Complete One]
	 	 	 	 	 
	 ̈	I elect to defer          % of my Base Salary (amount not to exceed                     %).	 	x	For 1 year(s)
	 	 	 	 	 
	 ̈	I elect to defer $                 of my Base Salary (amount not to exceed $                 ).	 	 ̈	For all future Plan Years
	 	 	 	 	 
	x	I elect not to defer any of my Base Salary.	 	 	 


 


	Signature: 	/s/ William P. Kauper	 
	 	 	 
	Printed Name:	WILLIAM P. KAUPER	 
	 	 	 
	Date:	8-15-12	 


 


Received by the Administrator this 1st day of July, 2012.


 


	By:	/s/ Jill Gutierrez	 
	Title: 	President & CEO	 


 




    	 



    	 



    

 


DEFERRED COMPENSATION AGREEMENT


 


Beneficiary Designation


 


I, Bill Kauper, designate the following
as Beneficiary under this Agreement:


 


	Primary	 	 	 	 
	 	 	 	 	 
	PATRICIA R KAUPER	 	 	100	%
	(Spouse)	 	 	____	%
	 	 	 	 	 
	Contingent	 	 	 	 
	 	 	 	 	 
	Andrew C. Butryn	 	 	100	%
	(Step Son)	 	 		%



 


I understand that I may change this beneficiary
designation by delivering a new written designation to the Administrator, which shall be effective only upon receipt by the Administrator
prior to my death. I further understand that the designation will be automatically revoked if the Beneficiary predeceases me or
if I have named my spouse as Beneficiary and our marriage is subsequently dissolved.


 


	Signature:	/s/ Bill Kauper	 	Date:	8-15-12


 


SPOUSAL CONSENT (Required only if Administrator
requests and someone other than spouse is named Beneficiary)


 


I consent to the beneficiary designation
above. I also acknowledge that if I am named Beneficiary and my marriage is subsequently dissolved, the beneficiary designation
will be automatically revoked.


 


	Spouse Name:	 	 	 


 


	Signature:	 	 	Date:	 	 


 


Received by the Administrator this                  
day of                         ,
2012


 


	By:	Jill Gutierrez	 
	Title:	President & CEO	 


 




    	 



    	 



    

 


EXHIBIT A


 


Per Section 3.1 of the Deferred Compensation
Agreement, the bank, at its discretion, may annually contribute to the Deferral Account an amount in accordance with the criteria
set forth on Exhibit A.


 


Each Plan Year, the Return on Assets (ROA)
and the Return on Equity (ROE) shall determine the Incentive Award Percentage, in accordance with the following grid. The Incentive
Award is calculated by multiplying the Base Salary by the Incentive Award Percentage. The Incentive Award shall be awarded as of
the last day of the Plan Year to which the Incentive Award relates.


 


	INCENTIVE AWARD PERCENTAGE
	ROA is at Least:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	.46%	 	 	10	%	 	 	11	%	 	 	12	%	 	 	13	%	 	 	14	%	 	 	15	%
	.40%	 	 	9	%	 	 	10	%	 	 	11	%	 	 	12	%	 	 	13	%	 	 	14	%
	.34%	 	 	8	%	 	 	9	%	 	 	10	%	 	 	11	%	 	 	12	%	 	 	13	%
	.28%	 	 	7	%	 	 	8	%	 	 	9	%	 	 	10	%	 	 	11	%	 	 	12	%
	.22%	 	 	6	%	 	 	7	%	 	 	8	%	 	 	9	%	 	 	10	%	 	 	11	%
	.16%	 	 	5	%	 	 	6	%	 	 	7	%	 	 	8	%	 	 	9	%	 	 	10	%
	ROE is at Least:	 	 	1.30	%	 	 	1.75	%	 	 	2.20	%	 	 	2.60	%	 	 	3.00	%	 	 	3.50	%





 


Return on Assets (ROA) means the Bank’s
net income at the end of the Plan Year, adjusted for Extraordinary Items, divided by the Bank’s average assets for the Plan
Year.


 


Return on Equity (ROE) means the Bank’s
net income at the end of the Plan Year, adjusted for Extraordinary Items, divided by the Bank’s average equity for the Plan
Year.


 


Extraordinary Items are those items
recognized by Generally Accepted Accounting Principles as extraordinary that substantially affect shareholder equity and/or the
Bank’s assets. Examples of such items are stock redemptions, mergers, acquisitions, stock splits, and other items of that
nature.


 


The above chart is subject to change
at the sole discretion of the Board.


 


	Executive Name:	Bill Kauper	 


 


	Signature:	/s/ Bill Kauper	 
	 	 	 
	Date:	8-15-12