Citizens Bancorp – Material Contracts Watch

from S-1/A ~20 pages Citizens Bancorp and Computershare Trust Company, N.A., Warrant Agent Warrant Agreement Dated as of , 2011

from S-1/A 1 page Material contract

from S-1/A 1 page Material contract

from S-1/A 1 page Citizens Bancorp Desires That Employees Have the Opportunity to Share in the Bancorp’s Growth. Therefore, the Bancorp Has Implemented an Employee Stock Purchase Plan (“The Plan”). Under the Plan, Eligible Employees May Use Payroll Deductions to Purchase Citizens Bancorp Stock (Over the Counter (“Otc”) Symbol: Cznb). Citizens Bancorp Does Not Intend That This Plan Constitute an “Employee Stock Purchase Plan” Within the Meaning of Internal Revenue Code Section 423. Eligibility All Regular Employees Are Eligible to Participate in the Plan as of the First Day of Employment. Participating in the Plan

from S-1/A ~20 pages © 2006 Clark Consulting

from S-1/A 1 page Material contract

from S-1/A 1 page Material contract

from S-1/A 1 page Material contract

from S-1/A ~5 pages Employment Agreement

from S-1/A >50 pages Amendment Number Three for the Citizens Bank of Nevada County Profit Sharing 401(k) Plan Amendment to Comply With the Minimum Distribution Requirements

from S-1/A ~5 pages Adopted Amended and Restated Citizens Bank of Nevada County 1995 Stock Option Plan as Adopted by Citizens Bancorp as of June 1, 2003

from S-1/A ~10 pages Citizens Bancorp 2006 Stock Plan Adopted by the Board of Directors on March 14, 2006 Approved by the Shareholders on May 16, 2006 1

from S-1/A ~20 pages Citizens Bancorp and Computershare Trust Company, N.A., Warrant Agent Warrant Agreement Dated as of , 2010

from S-1/A 1 page Material contract

from S-1/A 1 page Material contract