BANK’34


Deferred
Compensation Agreement


 






 


BANK’34


DEFERRED
COMPENSATION AGREEMENT


 


This
DEFERRED COMPENSATION AGREEMENT (this “Agreement”) is entered into this 1st day of February, 2010,
by and between BANK’34, a federally-chartered savings and loan located in Alamogordo, New Mexico (the “Bank”),
and JILL GUTIERREZ (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



    	 



    

 





BANK’34


Deferred
Compensation Agreement


 






 


		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 February 1, 2010.



 


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



 


		1.16	“Normal Retirement Date” means the later of the Normal Retirement Age or Separation
from Service.



 




    	2



    	 



    




 


BANK’34


Deferred
Compensation Agreement


 






 




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



 


		1.18	“Plan Year” means each twelve (12) month period commencing on July 1 and
                                                             ending on June 30 of each year. The initial Plan Year shall commence on the Effective Date of this Agreement and end on the
                                                             following June 30.



 


		1.19	“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).



 


		1.20	“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)(1)(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.



 


		1.21	“Termination for Cause” means a Separation from Service due to:



 


		(a)	personal dishonesty;



		(b)	incompetence;



		(c)	willful misconduct;



		(d)	breach of fiduciary duty involving personal profit;



		(e)	material breach of the B ank ‘ s Code of Ethics;



		(f)	intentional failure to perform stated duties;



		(g)	willful violation of any law, rule or regulation (otherthantrafficviolationsor
similar offenses), any felony conviction, any violation of lawinvolving moral turpitude, or any violation of a final cease-and-desist
order; or



		(h)	material breach by Executive of any provision of this Agreement.



 




    	3



    	 



    

 





BANK’34


Deferred
Compensation 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.


 


		1.22	“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.



 


		1.23	“Years of Participation” means for the first Year of Participation, the period
beginning on the Effective Date of this Agreement and ending on June 30, 2010. For each subsequent Year of Participation, this
term shall mean a consecutive twelve (12) month period beginning on July 1 and ending on June 30 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 Plan Year following the Plan 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.



 




    	4



    	 



    

 





BANK’34


Deferred
Compensation Agreement


 






 




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)	The Bank Contribution;



		(b)	Any Deferrals hereunder; 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 applicable 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 the Normal Retirement Date, 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 the
Normal Retirement Date.



 


		4.1.2	Distribution of Benefit. The Bank shall distribute the benefit to the Executive in
                                                                 one                                                                  hundred  twenty (120) monthly installments commencing on
                                                                 the first day of the month following Normal Retirement Date. 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.



 




    	5



    	 



    

 





BANK’34


Deferred
Compensation Agreement


 






 




		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	 	Percentage
	Participation	 	 	Vested
	1	 	 	10%
	2	 	 	20%
	3	 	 	35%
	4	 	 	50%
	5	 	 	65%
	6	 	 	80%
	7	 	 	100%



  


		4.2.3	Distribution of Benefit. The Bank shall distribute the benefit to the Executive in one hundred
twenty (120) 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 one hundred
twenty (120) 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.



 




    	6



    	 



    

 





BANK’34


Deferred
Compensation Agreement


 






 




		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 4.6 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. For distribution of benefits under this Article
4, the Executive and the Bank may, subject to the terms of Section 10.1, amend this Agreement to delay the timing or change the
form of distributions. Any such amendment:



 


		(a)	may not accelerate the time or schedule of any distribution, except as provided in Code Section
409A;



 


		(b)	must, for benefits distributable under Sections 4.1, 4.2 and 4.4, 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)	must take effect not less than twelve (12) months after the amendment is made.



 




    	7



    	 



    

 





BANK’34


Deferred
Compensation Agreement


 






 


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 One
hundred twenty (120) 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.



 




    	8



    	 



    

 





BANK’34


Deferred
Compensation Agreement


 






 




		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.



 




    	9



    	 



    

 





BANK’34


Deferred
Compensation Agreement


 






 




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 to the extent the exercise of such discretion and authority does
not conflict with Code Section 409A.



 


		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.



 




    	10



    	 



    

 





BANK’34


Deferred
Compensation 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.



 




    	11



    	 



    

 


BANK’34


Deferred
Compensation Agreement


 






 



		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)	Astatement 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 actionunder 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. However, 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.



 




    	12



    	 



    

 





BANK’34


Deferred
Compensation Agreement


 






 




		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-1(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.



 




    	13



    	 



    

 





BANK’34


Deferred
Compensation Agreement


 






 




		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, including but not limited to taxes owed under Code Section 409A 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, including those under Code Section 409A.



 


		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,
provided that such alternative act does not violate Code Section 409A.



 


		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.



 




    	14



    	 



    

 





BANK’34


Deferred
Compensation Agreement


 






 




		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/ Jill Gutierrez	 	By:	/s/ Karlon Cox
	JILL GUTIERREZ	Title: 	President & CEO



 



    	15



    	 



    



 


BANK’34


Deferred Compensation
Agreement


Beneficiary
Designation Form


 






 


{
}       New Designation


{
}       Change in Designation


 


I,
JILL GUTIERREZ, designate the following as Beneficiary under the Plan:


 


	Primary:	 	 	 	 
	Stephen
    G. Gutierrez	 	 	100	%
	 	 	 	__	%
	Contingent:	 	 	 	 
	Estate of	 	 	__	%
	Janet Jill Gutierrez	 	 	100	%




 


Notes:


 


		·	Please
                                         PRINT CLEARLY or TYPE the names of the beneficiaries.



		·	To
                                         name a trust as Beneficiary, please provide the name of the trustee(s) and the exact
                                         name and date of the trust agreement.



		·	To
                                         name your estate as Beneficiary, please write “Estate of [your name]”.



		·	Be
                                         aware that none of the contingent beneficiaries will receive anything unless ALL of the
                                         primary beneficiaries predecease you.



 


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


 


	Name:	JILL GUTIERREZ	 	 
	 	 	 	 
	Signature:	/s/ Jill
    Gutierrez	 	Date: _____________________


 


SPOUSAL
CONSENT (Not required in all States. Please review with your legal counsel)


 


I,
________________________________(Spouse’s Name), consent to the Beneficiary designation above, and acknowledge that if I
am named Beneficiary and our marriage is subsequently dissolved as set forth in Article 6, the designation will be automatically
revoked.


 


	Signature:	 	 	Date: __________________________


 


Received
by the Plan Administrator this 5th day of March, 2010


 


	By:	/s/
    Karlon Cox	 
	 	 	 
	Title:	President
    & CEO	 


 








    	1



    	 



    

 





BANK’34


Deferred Compensation Agreement Exhibit A


 






 


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:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.50%	 	 	15	%	 	 	16	%	 	 	17	%	 	 	18	%	 	 	19	%	 	 	20	%
	1.35%	 	 	14	%	 	 	15	%	 	 	16	%	 	 	17	%	 	 	18	%	 	 	19	%
	1.20%	 	 	13	%	 	 	14	%	 	 	15	%	 	 	16	%	 	 	17	%	 	 	18	%
	1.05%	 	 	12	%	 	 	13	%	 	 	14	%	 	 	15	%	 	 	16	%	 	 	17	%
	.90%	 	 	11	%	 	 	12	%	 	 	13	%	 	 	14	%	 	 	15	%	 	 	16	%
	.75%	 	 	10	%	 	 	11	%	 	 	12	%	 	 	13	%	 	 	14	%	 	 	15	%
	ROE is at Least:	 	 	2.00	%	 	 	3.00	%	 	 	4.00	%	 	 	5.00	%	 	 	6.00	%	 	 	7.00	%



 


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: Jill Gutierrez
	 
	Signature:	/s/ Jill Gutierrez
	Date:	3-5-10


 




    	1



    	 



    

 


BANK’34


Deferred Compensation Agreement

Deferral Election Form –
Base Salary


 






 


Base Salary Deferral Election


 


	Amount of Deferral	 	Duration
	 	 	 
	[Initial and Complete One]	 	[Initial and Complete One]
	 	 	 
	____	I elect to defer ____% of my Base Salary (amount not to exceed ____%). 	 	JG  	For 1 year(s)
	 	 	 	 	 
	JG     	I elect to defer $6000.00 of my Base Salary (amount not to exceed $_______). 	 	___    	For all future Plan Years
	 	 	 	 	 
	____	I elect not to defer any of my Base Salary. 	 	 	 


 


	Printed Name:  	JILL GUTIERREZ 	 
	 	 	 
	Signature:	/s/ Jill Gutierrez	 
	 	 	 
	Date:	3-5-2010	 


 


Received by the Plan Administrator this 5th day of
March, 2010


 


	By:	/s/ Karlon Cox	 
	 	 	 
	Title:	President & CEO	 


 




    	1



    

 












BANK’34


Deferred
Compensation Agreement


 






 


BANK’34


DEFERRED
COMPENSATION AGREEMENT


 


This
DEFERRED COMPENSATION AGREEMENT (this “Agreement”) is entered into this 1st day of February, 2010,
by and between BANK’34, a federally-chartered savings and loan located in Alamogordo, New Mexico (the “Bank”),
and JILL GUTIERREZ (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



    	 



    

 





BANK’34


Deferred
Compensation Agreement


 






 


		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 February 1, 2010.



 


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



 


		1.16	“Normal Retirement Date” means the later of the Normal Retirement Age or Separation
from Service.



 




    	2



    	 



    




 


BANK’34


Deferred
Compensation Agreement


 






 




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



 


		1.18	“Plan Year” means each twelve (12) month period commencing on July 1 and
                                                             ending on June 30 of each year. The initial Plan Year shall commence on the Effective Date of this Agreement and end on the
                                                             following June 30.



 


		1.19	“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).



 


		1.20	“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)(1)(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.



 


		1.21	“Termination for Cause” means a Separation from Service due to:



 


		(a)	personal dishonesty;



		(b)	incompetence;



		(c)	willful misconduct;



		(d)	breach of fiduciary duty involving personal profit;



		(e)	material breach of the B ank ‘ s Code of Ethics;



		(f)	intentional failure to perform stated duties;



		(g)	willful violation of any law, rule or regulation (otherthantrafficviolationsor
similar offenses), any felony conviction, any violation of lawinvolving moral turpitude, or any violation of a final cease-and-desist
order; or



		(h)	material breach by Executive of any provision of this Agreement.



 




    	3



    	 



    

 





BANK’34


Deferred
Compensation 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.


 


		1.22	“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.



 


		1.23	“Years of Participation” means for the first Year of Participation, the period
beginning on the Effective Date of this Agreement and ending on June 30, 2010. For each subsequent Year of Participation, this
term shall mean a consecutive twelve (12) month period beginning on July 1 and ending on June 30 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 Plan Year following the Plan 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.



 




    	4



    	 



    

 





BANK’34


Deferred
Compensation Agreement


 






 




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)	The Bank Contribution;



		(b)	Any Deferrals hereunder; 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 applicable 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 the Normal Retirement Date, 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 the
Normal Retirement Date.



 


		4.1.2	Distribution of Benefit. The Bank shall distribute the benefit to the Executive in
                                                                 one                                                                  hundred  twenty (120) monthly installments commencing on
                                                                 the first day of the month following Normal Retirement Date. 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.



 




    	5



    	 



    

 





BANK’34


Deferred
Compensation Agreement


 






 




		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	 	Percentage	 
	Participation	 	 	Vested	 
	1	 	 	10	%
	2	 	 	20	%
	3	 	 	35	%
	4	 	 	50	%
	5	 	 	65	%
	6	 	 	80	%
	7	 	 	100	%



  


		4.2.3	Distribution of Benefit. The Bank shall distribute the benefit to the Executive in one hundred
twenty (120) 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 one hundred
twenty (120) 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.



 




    	6



    	 



    

 





BANK’34


Deferred
Compensation Agreement


 






 




		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 4.6 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. For distribution of benefits under this Article
4, the Executive and the Bank may, subject to the terms of Section 10.1, amend this Agreement to delay the timing or change the
form of distributions. Any such amendment:



 


		(a)	may not accelerate the time or schedule of any distribution, except as provided in Code Section
409A;



 


		(b)	must, for benefits distributable under Sections 4.1, 4.2 and 4.4, 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)	must take effect not less than twelve (12) months after the amendment is made.



 




    	7



    	 



    

 





BANK’34


Deferred
Compensation Agreement


 






 


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 One
hundred twenty (120) 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.



 




    	8



    	 



    

 





BANK’34


Deferred
Compensation Agreement


 






 




		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.



 




    	9



    	 



    

 





BANK’34


Deferred
Compensation Agreement


 






 




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 to the extent the exercise of such discretion and authority does
not conflict with Code Section 409A.



 


		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.



 




    	10



    	 



    

 





BANK’34


Deferred
Compensation 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.



 




    	11



    	 



    

 


BANK’34


Deferred
Compensation Agreement


 






 



		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)	Astatement 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 actionunder 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. However, 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.



 




    	12



    	 



    

 





BANK’34


Deferred
Compensation Agreement


 






 




		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-1(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.



 




    	13



    	 



    

 





BANK’34


Deferred
Compensation Agreement


 






 




		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, including but not limited to taxes owed under Code Section 409A 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, including those under Code Section 409A.



 


		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,
provided that such alternative act does not violate Code Section 409A.



 


		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.



 




    	14



    	 



    

 





BANK’34


Deferred
Compensation Agreement


 






 




		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/ Jill Gutierrez	 	By:	/s/ Karlon Cox
	JILL GUTIERREZ	Title: 	President & CEO



 



    	15



    	 



    






BANK’34


Deferred Compensation
Agreement


Beneficiary
Designation Form


 






 


{
}       New Designation


{
}       Change in Designation


 


I,
JILL GUTIERREZ, designate the following as Beneficiary under the Plan:


 


	Primary:	 	 	 	 
	Stephen
    G. Gutierrez	 	 	100	%
	 	 	 	__	%
	Contingent:	 	 	 	 
	Estate of	 	 	__	%
	Janet Jill Gutierrez	 	 	100	%




 


Notes:


 


		·	Please
                                         PRINT CLEARLY or TYPE the names of the beneficiaries.



		·	To
                                         name a trust as Beneficiary, please provide the name of the trustee(s) and the exact
                                         name and date of the trust agreement.



		·	To
                                         name your estate as Beneficiary, please write “Estate of [your name]”.



		·	Be
                                         aware that none of the contingent beneficiaries will receive anything unless ALL of the
                                         primary beneficiaries predecease you.



 


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


 


	Name:	JILL GUTIERREZ	 	 
	 	 	 	 
	Signature:	/s/ Jill
    Gutierrez	 	Date: _____________________


 


SPOUSAL
CONSENT (Not required in all States. Please review with your legal counsel)


 


I,
________________________________(Spouse’s Name), consent to the Beneficiary designation above, and acknowledge that if I
am named Beneficiary and our marriage is subsequently dissolved as set forth in Article 6, the designation will be automatically
revoked.


 


	Signature:	 	 	Date: __________________________


 


Received
by the Plan Administrator this 5th day of March, 2010


 


	By:	/s/ Karlon Cox	 
	 	 	 
	Title:	President
    & CEO	 


 








    	1



    	 



    

 





BANK’34


Deferred Compensation Agreement Exhibit A


 






 


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:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.50%	 	 	15	%	 	 	16	%	 	 	17	%	 	 	18	%	 	 	19	%	 	 	20	%
	1.35%	 	 	14	%	 	 	15	%	 	 	16	%	 	 	17	%	 	 	18	%	 	 	19	%
	1.20%	 	 	13	%	 	 	14	%	 	 	15	%	 	 	16	%	 	 	17	%	 	 	18	%
	1.05%	 	 	12	%	 	 	13	%	 	 	14	%	 	 	15	%	 	 	16	%	 	 	17	%
	.90%	 	 	11	%	 	 	12	%	 	 	13	%	 	 	14	%	 	 	15	%	 	 	16	%
	.75%	 	 	10	%	 	 	11	%	 	 	12	%	 	 	13	%	 	 	14	%	 	 	15	%
	ROE is at Least:	 	 	2.00	%	 	 	3.00	%	 	 	4.00	%	 	 	5.00	%	 	 	6.00	%	 	 	7.00	%



 


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: Jill Gutierrez
	 
	Signature:	/s/ Jill Gutierrez
	Date:	3-5-10


 




    	1



    	 



    

 


BANK’34


Deferred Compensation Agreement

Deferral Election Form –
Base Salary


 






 


Base Salary Deferral Election


 


	Amount of Deferral	 	Duration
	 	 	 
	[Initial and Complete One]	 	[Initial and Complete One]
	 	 	 
	____	I elect to defer ____% of my Base Salary (amount not to exceed ____%). 	 	JG     	For 1 year(s)
	 	 	 	 	 
	JG     	I elect to defer $6000.00 of my Base Salary (amount not to exceed $_______). 	 	___	For all future Plan Years
	 	 	 	 	 
	____	I elect not to defer any of my Base Salary. 	 	 	 


 


	Printed Name:  	JILL GUTIERREZ 	 
	 	 	 
	Signature:	/s/ Jill Gutierrez	 
	 	 	 
	Date:	3-5-2010	 


 


Received by the Plan Administrator this 5th day of
March, 2010


 


	By:	/s/ Karlon Cox	 
	 	 	 
	Title:	President & CEO	 


 




    	1