Split Dollar Insurance Plan, Election Form, & Policy Endorsement-mary K. Dopko

EXHIBIT 10.11

MOUNTAIN 1ST BANK & TRUST COMPANY

SPLIT DOLLAR INSURANCE PLAN Pursuant to due authorization by its Board of Directors, the undersigned, MOUNTAIN 1ST BANK & TRUST COMPANY, a state-chartered commercial bank located in Hendersonville, North Carolina (the " Bank" ), did constitute, establish, and adopt the following SPLIT DOLLAR INSURANCE PLAN (the " Plan" ), effective March 26, 2008. The purpose of this Plan is to attract, retain, and reward Employees, by dividing the death proceeds of certain life insurance policies which are owned by the Bank on the lives of the participating Employees with the designated beneficiary of each insured participating Employee. The Bank will pay the life insurance premiums due under this Plan from its general assets. Article 1

Definitions

Whenever used in this Plan, the following terms shall have the meanings specified: 1.1" Bank' s Interest" means the benefit set forth in Section 3.1. 1.2" Beneficiary" means each designated person, or the estate of a deceased Participant, entitled to benefits, if any, upon the death of a Participant.

1.3" Beneficiary Designation Form" means the form established from time to time by the Plan Administrator that a Participant completes, signs and returns to the Plan Administrator to designate one or more Beneficiaries.

1.4" Board" means the Board of Directors of the Bank as from time to time constituted. 1.5" 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.

1.6" Election Form" means the form required by the Plan Administrator of an eligible Employee to indicate acceptance of participation in this Plan.

1.7" Employee" means an active employee of the Bank.

1.8" Insured" means the individual Participant whose life is insured.

1.9" Insurer" means the insurance company issuing the Policy on the life of the Insured. 1.10" Net Death Proceeds" means the total death proceeds of the Participant' s Policy or Policies minus the greater of (i) the cash surrender value, or (ii) the aggregate premiums paid.

1.11" Participant" means an Employee (i) who is selected to participate in the Plan, (ii) who elects to participate in the Plan, (iii) who signs an Election Form and a Beneficiary Designation Form, (iv) whose signed Election Form and Beneficiary Designation Form are accepted by the Plan Administrator, (v) who commences participation in the Plan and (vi) whose Participation has not terminated. 1.12" Participant' s Interest" means the benefit set forth in Section 3.2. 1.13" Plan Administrator" means the plan administrator described in Article 10. 1.14" Policy" or " Policies" means the specific life insurance policy or policies issued by the Insurer. 1.15" Separation from Service" means the Participant ceasing to be employed by the Bank for any reason other than death. Article 2

Participation

2.1 Selection by Plan Administrator . Participation in the Plan shall be limited to those Employees of the Bank selected by the Plan Administrator, in its sole discretion, to participate in the Plan.

2.2 Enrollment Requirements . As a condition to participation, each selected Employee shall complete, execute and return to the Plan Administrator (i) an Election Form, and (ii) a Beneficiary Designation Form. In addition, the Plan Administrator shall establish from time to time such other enrollment requirements as it determines in its sole discretion are necessary. 2.3 Eligibility; Commencement of Participation . Provided an Employee selected to participate in the Plan has met all enrollment requirements set forth in this Plan and required by the Plan Administrator, and provided that the Policies on a such Employee have been issued by the Insurer, that Employee will become a Participant, be covered by the Plan, and will be eligible to receive benefits at the time and in the manner provided hereunder, subject to the provisions of the Plan. A Participant' s participation is limited to only issued Policies where the Participant is the Insured. 2.4 Termination of Participation . A Participant' s rights under this Plan shall automatically cease and his or her participation in this Plan shall automatically terminate if the Plan or any Participant' s rights under the Plan are terminated in accordance with Article 5 or Section 11.1. In the event that the Bank decides to maintain the Policy after the Participant' s termination of participation in the Plan, the Bank shall be the direct beneficiary of the entire death proceeds of the Policy.

Article 3 Policy Ownership/Interests

3.1 Bank' s Interest . The Bank is the sole owner of the Policies and shall have the right to exercise all incidents of ownership, except that the Bank shall not sell, surrender, or transfer ownership of a Policy without the Insured' s consent so long as the Insured has an interest in the Policy as described in section 3.2. The Bank shall be the beneficiary of the remaining death proceeds of the Policy after the Participant' s interest is paid according to section 3.2 below.

3.2 Participant' s Interest . The Participant, or the Participant' s assignee, shall have the right to designate the Beneficiary of an amount of death proceeds as specified in Section 3.2.1.

3.2.1 Death Prior to Separation from Service . Upon the Participant' s death the Beneficiary shall be entitled to Policy proceeds in an amount set forth on the Election Form. The Participant shall have the right to designate the beneficiary of the Participant' s Interest.


2 3.2.2 Death After Separation from Service . If the Participant dies after Separation from Service, the Beneficiary shall receive no benefit under this Plan.

3.3 Comparable Coverage . The Bank shall maintain the Policy in full force and effect. The Bank may not amend, terminate or otherwise abrogate the Participant' s interest in the Policy unless the Bank replaces the Policy with a comparable insurance policy to cover the benefit provided under this Plan and executes a new split dollar agreement and endorsement for the comparable insurance policy. The Policy or any comparable policy shall be subject to claims of the Bank' s creditors.

3.4 Offer to Purchase . Upon termination of participation in this Plan, the Bank shall not sell, surrender or transfer ownership of the Policies without first giving the Participant or the Participant' s transferee the option to purchase the Policy for a period of sixty (60) days from written notice of such intention. The purchase price shall be an amount equal to the cash surrender value of the Policy.

3.5 Internal Revenue Code Section 1035 Exchanges . The Participant recognizes and agrees that the Bank may after this Plan is adopted wish to exchange the Policy of life insurance on the Participant' s life for another contract of life insurance insuring the Participant' s life. Provided that the Policy is replaced (or intended to be replaced) with a comparable policy of life insurance, the Participant agrees to provide medical information and cooperate with medical insurance-related testing required by a prospective insurer for implementing the Policy or, if necessary, for modifying or updating to a comparable insurer.

Article 4

Premiums And Imputed Income

4.1 Premium Payment . The Bank shall pay all premiums due on all Policies.

4.2 Economic Benefit . The Plan Administrator shall determine the economic benefit attributable to any Participant based on the life insurance premium factor for the Participant' s age multiplied by the aggregate death benefit payable to the Beneficiary. The " life insurance premium factor" is the minimum amount required to be imputed under IRS Reg. a71.61-22(d)(3)(ii) or any subsequent applicable authority.

4.3 Imputed Income . The Bank shall impute the economic benefit to the Participant on an annual basis, by adding the economic benefit to the Participant' s W-2, or if applicable, Form 1099.

Article 5

General Limitations

5.1 Removal . Notwithstanding any provision of this Plan to the contrary, the Participant' s rights in the Plan shall terminate if the Participant 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.

5.2 Suicide or Misstatement . No benefits shall be payable if the Participant commits suicide within two (2) years after the date of this Plan, or if the insurance company denies coverage (i) for material misstatements of fact made by the Participant on any application for life insurance purchased by the Bank, 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. ...