ex10-1.htm

                                                                           EXHIBIT
    10.1

     

     

     

     

    
 

    


    FIRST
      GUARANTY BANK

    


    EMPLOYEE
      STOCK OWNERSHIP PLAN

    


    


    


    (adopted
      effective January 1, 2003)

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    FIRST
      GUARANTY BANK

    EMPLOYEE
      STOCK OWNERSHIP PLAN

    


    


    This
      First Guaranty Bank Employee Stock Ownership Plan (the “Plan”), is executed on
      the 22nd day of December, 2003, by First Guaranty Bank (the
“Bank”).

    


    


    W
      I T N E S S E T H  T H A T

    


    WHEREAS,
      the board of directors of the Bank has resolved to adopt an employee stock
      ownership plan for eligible employees of the Bank, in accordance with the terms
      and conditions presented set forth herein;

    


    NOW,
      THEREFORE, the Bank hereby adopts the following Plan setting forth the terms
      and
      conditions pertaining to contributions by the Bank and the payment of benefits
      to Participants and Beneficiaries.

    


    IN
      WITNESS WHEREOF, the Bank has adopted this Plan and caused this instrument
      to be
      executed by its duly authorized officers as of the above date.

    


    


    


    ATTEST:

     

     

    
 

    


    
      	/s/Collins
              Bonicard 	
               By: 
                 

            	 /s/Stanley
              M. Dameron
	 Secretary	
                                                                                                             

            	President 


    

                                                     
       

    

    
                                                                                      

    

    



    
      
        
        

      

      
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    C
      O N T E N T S 

     

    
      
        	 	 	 	 Page
                No.
	
                Section
                  1.    

              	 	 Plan
                Identity........................................................................................................................................................................................................................................................	
                 1

              
	
                1.1  
                  

              	  	  
                 Name.................................................................................................................................................................................................................................................................	
                 1

              
	
                 1.2  
                  

              	 	
                   
                  Purpose.............................................................................................................................................................................................................................................................

              	
                 1

              
	
                 1.3  
                  

              	 	  
                 Effective
                Date..................................................................................................................................................................................................................................................	
                 1

              
	
                 1.4  
                  

              	 	  
                 Fiscal
                Period.....................................................................................................................................................................................................................................................	
                 1

              
	
                 1.5  
                  

              	 	  
                 Single Plan for All
                Employers........................................................................................................................................................................................................................	
                 1

              
	
                 1.6  
                  

              	 	   
                Interpretation of
                Provisions..........................................................................................................................................................................................................................	
                 1

              
	
                 Section
                  2.     

              	 	 Definitions...........................................................................................................................................................................................................................................................	
                 1

              
	
                Section
                  3.    

              	 	 
                Eligibility for
                Paticipation.................................................................................................................................................................................................................................	
                 6

              
	                          3.1	 	
                   
Initial
                  Eligibility................................................................................................................................................................................................................................................

              	
                                 6

              
	                          3.2	 	   
                Definition of Eligibility
                Year..........................................................................................................................................................................................................................	                
                6
	                         
                3.3	 	   
                Terminated
                Employees...................................................................................................................................................................................................................................	                
                6
	                         
                3.4	 	   
                Certain Employees
                Ineligible.........................................................................................................................................................................................................................	                
                7
	                         
                3.5	 	   
                Participation and
                Reparticipation.................................................................................................................................................................................................................	                
                7
	                          3.6	 	   
                Omission of Eligible
                Employee......................................................................................................................................................................................................................	                
                7
	            Section
                4.	 	 
                Contributions and
                Credits...............................................................................................................................................................................................................................	                
                7
	                         
                4.1	 	    
                Discretionary
                Contributions.........................................................................................................................................................................................................................	                
                7
	                         
                4.2	 	    
                Conditions as to
                Contributions...................................................................................................................................................................................................................	                
                7
	                          4.3	 	    
                Rollover
                Contributions..................................................................................................................................................................................................................................	                
                8
	            Section
                5.	 	 Limitations
                on Contributions and
                Allocations..............................................................................................................................................................................................	                
                8
	                         
                5.1	 	    
                Limitation on Annual
                Additions..................................................................................................................................................................................................................	                
                8
	                         
                5.2	 	    
                Effect of
                Limitations.......................................................................................................................................................................................................................................	                
                9
	                         
                5.3	 	    
                Limitations as to Certain
                Participants.........................................................................................................................................................................................................	                
                9
	            Section
                6.	 	 Trust
                Fund and Its
                Investment........................................................................................................................................................................................................................	               10
	                         
                6.1	 	    
                Creation of Trust
                Fund..................................................................................................................................................................................................................................	               10
	                         
                6.2	 	    
                Stock Fund and Investment
                Fund...............................................................................................................................................................................................................	               10
	                         
                6.3	 	    
                Acquisition of
                Stock......................................................................................................................................................................................................................................	               10
	                         
                6.4	 	    
                Participants' Option to
                Diversity.................................................................................................................................................................................................................	               10
	            Section
                7.	 	 Voting
                Rights and Dividends on
                Stock..........................................................................................................................................................................................................	               11
	                         
                7.1	 	    
                Voting and Tendering
                Stock........................................................................................................................................................................................................................	               11
	                         
                7.2	 	    
                Dividends on
                Stock.......................................................................................................................................................................................................................................	               11
	            Section
                8.	 	Adjustments
                to
                Accounts ................................................................................................................................................................................................................................	               12
	                         
                8.1	 	    
                Adjustments for
                Transactions.....................................................................................................................................................................................................................	               12
	                         
                8.2	 	    
                Valuation of Investment
                Fund.....................................................................................................................................................................................................................	               12
	                         
                8.3	 	    
                Adjustments for Investment
                Experience....................................................................................................................................................................................................	               12
	            Section
                9.	 	 Vesting
                of Participants'
                Interests.....................................................................................................................................................................................................................	               12
	                         
                9.1	 	    
                Deferred Vesting
                Years.................................................................................................................................................................................................................................	               12
	                         
                9.2	 	    
                Computation of Vesting
                Years.....................................................................................................................................................................................................................	               12
	                         
                9.3	 	    
                Full Vesting Upon Certain
                Events...............................................................................................................................................................................................................	               13
	                         
                9.4	 	    
                Full Vesting Upon Plan
                Termination...........................................................................................................................................................................................................	               13
	                         
                9.5	 	    
                Forfeiture, Repayment and
                Restoral............................................................................................................................................................................................................	           
                   13
	                         
                9.6	 	    
                Accounting for
                Forfeitures...........................................................................................................................................................................................................................	               14
	                         
                9.7	 	    
                Vesting and
                Nonforfeitability.......................................................................................................................................................................................................................	               14
	           Section
                10.	 	 Payment
                of
                Benefits...........................................................................................................................................................................................................................................	               14
	                          10.1	 	      Benefits
                for
                Participants...............................................................................................................................................................................................................................	               14
	                          10.2	 	    
                Time for
                Distribution.....................................................................................................................................................................................................................................	               15
	                          10.3	 	    
                Marital
                Status.................................................................................................................................................................................................................................................	               16
	                          10.4	 	    
                Delay in Benefit
                Determination....................................................................................................................................................................................................................	               16


      

    

    
      
        
        

      

      
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      C
        O N T E N T S

      
        
          	 	 	 	 Page
                  No.
	
                                      
                    10.5    

                	 	    Accounting
                  for Benefit
                  Payments.............................................................................................................................................................................................................	
                   16

                
	
                                      
                      10.6    

                	  	   
                  Options to Receive and Sell
                  tock.............................................................................................................................................................................................................	
                   16

                
	
                                      10.7 
                      

                	 	
                     
                    Restricktions on Disposition of
                    Stock......................................................................................................................................................................................................

                	
                   17

                
	
                          10.8   
                    

                	 	   Creations
                  of Protections and
                  Rights..........................................................................................................................................................................................................	
                   17

                
	
                                           10.9   
                    

                	 	  
                   Direct Rollover of Eligible
                  Distribution.....................................................................................................................................................................................................	
                   17

                
	
                                           10.10  
                    

                	 	  
                   Waiver of 30-Day Period After Notice of
                  istribution.............................................................................................................................................................................	
                   18

                
	
                    Section
                    11.       

                	 	Rules
                  Governing Benefit Claims and Review of
                  Appeals..........................................................................................................................................................................	
                   18

                
	
                  11.1     
                    

                	 	    
                  Claim for
                  Benefits........................................................................................................................................................................................................................................	
                   18

                
	
                                           11.2    
                    

                	 	    
                  Notification by
                  Committee.........................................................................................................................................................................................................................	
                   18

                
	                          11.3    
                  	 	
                     
Claims
                    Review
                    Procedure............................................................................................................................................................................................................................

                	                 19
	           
                  Section 12.      	 	 The
                  Committee and its
                  Functions................................................................................................................................................................................................................	                
                  19
	                         
                  12.1	 	   
                  Authority of
                  Committee..............................................................................................................................................................................................................................	                
                  19
	                         
                  12.2	 	   
                  Identy of
                  Committee....................................................................................................................................................................................................................................	                
                  19
	                         
                  12.3	 	   
                  Duties of
                  Committee....................................................................................................................................................................................................................................	                
                  19
	                          12.4	 	   
                  Vaulation of
                  Stock........................................................................................................................................................................................................................................	                
                  20
	                         
                  12.5	 	   
                  Compliance with
                  FRISA..............................................................................................................................................................................................................................	                
                  20
	                         
                  12.6	 	    Action
                  by
                  Committee...................................................................................................................................................................................................................................	                
                  20
	                         
                  12.7	 	    Execution
                  of
                  Documents.............................................................................................................................................................................................................................	                
                  20
	                          12.8	 	    Adoption
                  of
                  Rules.......................................................................................................................................................................................................................................	                
                  20
	                         
                  12.9	 	    
                  Responsibilities to
                  Participants................................................................................................................................................................................................................	                
                  20
	                         
                  12.10	 	    
                  Alternative Payees in Event of
                  Incapacity..............................................................................................................................................................................................	                
                  21
	                         
                  12.11	 	    
                  Indemnification by
                  Employers..................................................................................................................................................................................................................	                
                  21
	                         
                  12.12	 	    
                  Nonparticipation by Interested
                  Member.................................................................................................................................................................................................	                
                  21
	            Section
                  13.	 	 Adoption
                  Amendment, or Termination of the
                  Plan...................................................................................................................................................................................	                
                  21
	                         
                  13.1	 	    
                  Adoption of Plan by Other
                  Employers....................................................................................................................................................................................................	                
                  21
	                         
                  13.2	 	    
                  Plan Adoption Subject to
                  Qualifiacations...............................................................................................................................................................................................	                
                  21
	                         
                  13.3	 	    
                  Right to Amend or
                  Terminate....................................................................................................................................................................................................................	                
                  21
	            Section
                  14.	 	 Miscellaneous
                  Provisions.............................................................................................................................................................................................................................	                
                  22
	                         
                  14.1	 	    
                  Plan Creates No Employment
                  Rights.......................................................................................................................................................................................................	                
                  22
	                         
                  14.2	 	    
                  Nonassignability of
                  Benefits.....................................................................................................................................................................................................................	                
                  22
	                         
                  14.3	 	   
                  Limit of Employer
                  Liability..........................................................................................................................................................................................................................	                
                  22
	                         
                  14.4	 	    
                  Treatment of
                  Expenses...............................................................................................................................................................................................................................	                
                  22
	                         
                  14.5	 	    
                  Number and
                  Gender....................................................................................................................................................................................................................................	                
                  22
	                         
                  14.6	 	    
                  Nondiversion of
                  Assets............................................................................................................................................................................................................................	                
                  22
	                         
                  14.7	 	    
                  Seperability of
                  Provisions.........................................................................................................................................................................................................................	                
                  22
	                         
                  14.8	 	    
                  Service of
                  Process.......................................................................................................................................................................................................................................	                
                  23
	                         
                  14.9	 	    
                  Governing State
                  Law..................................................................................................................................................................................................................................	                
                  23
	                         
                  14.10	 	    
                  Employer Contributions Conditioned on
                  Deductivility........................................................................................................................................................................	                
                  23
	                         
                  14.11	 	    
                  Unclaimed
                  Accounts..................................................................................................................................................................................................................................	                
                  23
	                         
                  14.12	 	    
                  Qualified Domestic Relations
                  Order.........................................................................................................................................................................................................	                
                  23
	           Section
                  15.    	 	 Top-Heavy
                  Provisions...................................................................................................................................................................................................................................	                
                  24
	                         
                  15.1	 	    
                  Top-Heavy
                  Plan..........................................................................................................................................................................................................................................	                
                  24
	                         
                  15.2	 	    
                  Super Top-Heavy
                  Plans.............................................................................................................................................................................................................................	                
                  24
	                          15.3	 	      Definitions...................................................................................................................................................................................................................................................	                
                  24
	                          15.4	 	    
                  Top-Heavy Rules of
                  Applicaiton.............................................................................................................................................................................................................	                
                  25
	                          15.5	 	    
                  Minimum
                  Contributions.............................................................................................................................................................................................................................	                
                  26
	                          15.6	 	    
                  Top-Heavy Provisions Control in Top-Heavy
                  Plan..............................................................................................................................................................................	                
                  27



          
            
              
              

            

            
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    FIRST
      GUARANTY BANK

    EMPLOYEE
      STOCK OWNERSHIP PLAN

    


    Section
      1.  Plan
      Identity.

    


    1.1           Name.  The
      name of this Plan is “First Guaranty Bank Employee Stock Ownership
      Plan.”

    


    1.2           Purpose.  The
      purpose of this Plan is to describe the terms and conditions under which
      contributions made pursuant to the Plan will be credited and paid to the
      Participants and their Beneficiaries.

    


    1.3           Effective
      Date.  The Effective Date of this Plan is January 1,
      2003.

    


    1.4           Fiscal
      Period.  This Plan shall be operated on the basis of a
      January 1 to December 31 fiscal year for the purpose of keeping the Plan’s books
      and records and distributing or filing any reports or returns required by
      law.

    


    1.5           Single
      Plan for All Employers.  This Plan shall be treated as a
      single plan with respect to all participating Employers for the purpose of
      crediting contributions and forfeitures and distributing benefits, determining
      whether there has been any termination of Service, and applying the limitations
      set forth in Section 5.

    


    1.6           Interpretation
      of Provisions.  The Employers intend this Plan and the
      Trust to be a qualified stock bonus plan under Section 401(a) of the Code and
      an
      employee stock ownership plan within the meaning of Section 407(d)(6) of ERISA
      and Section 4975(e)(7) of the Code.  The Plan is intended to have its
      assets invested primarily in qualifying employer securities of one or more
      Employers within the meaning of Section 407(d)(3) of ERISA, and to satisfy
      any
      requirement under ERISA or the Code applicable to such a plan.

    


    Accordingly,
      the Plan and Trust Agreement shall be interpreted and applied in a manner
      consistent with this intent and shall be administered at all times and in all
      respects in a nondiscriminatory manner.

    


    Section
      2.  Definitions.

    


    The
      following capitalized words and phrases shall have the meanings specified when
      used in this Plan and in the Trust Agreement, unless the context clearly
      indicates otherwise:

    


    “Account”
      means a Participant’s interest in the assets accumulated under this Plan as
      expressed in terms of a separate account balance which is periodically adjusted
      to reflect his Employer’s contributions, the Plan’s investment experience, and
      distributions and forfeitures.

    


    “Active
      Participant” means a Participant who has satisfied the eligibility
      requirements under Section 3 and who has at least 1,000 Hours of Service during
      the current Plan Year.  However, a Participant shall not qualify as an
      Active Participant unless (i) he is in active Service with an Employer as of
      the
      last day of the Plan Year, or (ii) he is on a Recognized Absence as of that
      date, or (iii) his Service terminated during the Plan Year by reason of
      Disability, death, Early or Normal Retirement.

     

    “Bank”
      means First Guaranty Bank and any entity which succeeds to the business of
      First
      Guaranty Bank and adopts this Plan as its own pursuant to Section 13.1 of the
      Plan.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    “Beneficiary”
      means the person or persons who are designated by a Participant to receive
      benefits payable under the Plan on the Participant’s death.  In the
      absence of any designation or if all the designated Beneficiaries shall die
      before the Participant dies or shall die before all benefits have been paid,
      the
      Participant’s Beneficiary shall be his surviving Spouse, if any, or his estate
      if he is not survived by a Spouse.  The Committee may rely upon the
      advice of the Participant’s executor or administrator as to the identity of the
      Participant’s Spouse.

    


    “Break
      in Service” means any Plan Year, or, for the initial eligibility
      computation period under Section 3.2, the 12-consecutive month period beginning
      on the first day of which an Employee has an Hour of Service, in which an
      Employee has 500 or fewer Hours of Service.  Solely for this purpose,
      an Employee shall be considered employed for his normal hours of paid employment
      during a Recognized Absence (said Employee shall not be credited with more
      than
      501 Hours of Service to avoid a Break in Service), unless he does not resume
      his
      Service at the end of the Recognized Absence.  Further, if an Employee
      is absent for any period (i) by reason of the Employee’s pregnancy, (ii) by
      reason of the birth of the Employee’s child, (iii) by reason of the placement of
      a child with the Employee in connection with the Employee’s adoption of the
      child, or (iv) for purposes of caring for such child for a period beginning
      immediately after such birth or placement, the Employee shall be credited with
      the Hours of Service which would normally have been credited but for such
      absence, up to a maximum of 501 Hours of Service.

    


    “Code”
      means the Internal Revenue Code of 1986, as amended.

    


    “Committee”
      means the committee responsible for the administration of this Plan
      in
      accordance with Section 12.

    


    “Disability”
      means only a disability which renders the Participant totally unable, as a
      result of bodily or mental disease or injury, to perform any duties for an
      Employer for which he is reasonably fitted, which disability is expected to
      be
      permanent or of long and indefinite duration.  However, this term
      shall not include any disability directly or indirectly resulting from or
      related to habitual drunkenness or addiction to narcotics, a criminal act or
      attempt, service in the armed forces of any country, an act of war, declared
      or
      undeclared, any injury or disease occurring while compensation to the
      Participant is suspended, or any injury which is intentionally
      self-inflicted.  Further, this term shall apply only if (i) the
      Participant is sufficiently disabled to qualify for the payment of disability
      benefits under the federal Social Security Act or Veterans Disability Act,
      or
      (ii) the Participant’s disability is certified by a physician selected by the
      Committee.  Unless the Participant is sufficiently disabled to qualify
      for disability benefits under the federal Social Security Act or Veterans
      Disability Act, the Committee may require the Participant to be appropriately
      examined from time to time by one or more physicians chosen by the Committee,
      and no Participant who refuses to be examined shall be treated as having a
      Disability.  In any event, the Committee’s good faith decision as to
      whether a Participant’s Service has been terminated by Disability shall be final
      and conclusive.

    


    “Early
      Retirement” means retirement on or after a Participant’s attainment of
      age 62 and the completion of ten (10) years of credited Service with an
      Employer.  If the Participant terminates employment before satisfying
      the age requirement, but has satisfied the employment requirement, the
      Participant will be entitled to elect early retirement upon satisfaction of
      the
      age requirement.

    


    “Effective
      Date” means January 1, 2003.

    


    “Employee”
      means any individual who is or has been employed or self-employed by an
      Employer.  “Employee” also means an individual employed by a leasing
      organization who, pursuant to an agreement between an Employer and the leasing
      organization, has performed services for the Employer and any related persons
      (within the meaning of Section 414(n)(6)
      of
      the Code) on a substantially full-time basis for more than one year, if such
      services are performed under the primary direction or control of the
      Employer.  However, such a “leased employee” shall not be considered
      an Employee if (i) he participates in a money purchase pension plan sponsored
      by
      the leasing organization which provides for immediate participation, immediate
      full vesting, and an annual contribution of at least 10 percent of the
      Employee’s 415 Compensation, and (ii) leased employees do not constitute more
      than 20 percent of the Employer’s total work force (including leased employees,
      but excluding Highly Paid Employees and any other Employees who have not
      performed services for the Employer on a substantially full-time basis for
      at
      least one year).

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    “Employer”
      means the Bank or any affiliate within the purview of section 414(b),
      (c) or (m) and 415(h) of the Code, any other corporation, partnership, or
      proprietorship which adopts this Plan with the Bank’s consent pursuant to
      Section 13.1, and any entity which succeeds to the business of any Employer
      and
      adopts the Plan pursuant to Section 13.2.

    


    “Entry
      Date” means the Effective Date of the Plan and each January 1 and July
      1 of each Plan Year after the Effective Date.

    


    “ERISA”
      means the Employee Retirement Income Security Act of 1974 (P.L. 93-406, as
      amended).

    


    “415
      Compensation”

    


    (a)  shall
      mean wages, as defined in Code Section 3401(a) for purposes of income tax
      withholding at the source.

     

    
            
         (b)         Any elective
        deferral as defined in Code Section 402(g)(3) (any Employer contributions
        made
        on behalf of a Participant to the extne not includible in gross ineome and
        any
        Employer contributions to purchase an annuity contract under Code Section
        403(b)
        under a salary reduction agreement) and any amount which is contributed or
        deferred by the Employer at the election of the Participant and which is
        not
        includible in gross income of the Participant by reason of Code Section 125
        (Cafeteria Plan), Code Section 457 or 132(f)(4) shall also be included in
        the
        definition of 415 Compensation.

       

    

          
       (c)         415 Compensation
      in excess of $200,000 (as indexed) shall be disregarded for all
      Participants.  For purposes of this sub-section, the $200,000
      limit  shall be
      referred to as the “applicable limit” for the Plan Year in
      question.  The $200,000 limit shall be adjusted for increases in the
      cost of living in accordance with Section 401(a)(17)(B) of the Code, effective
      for the Plan Year which begins within the applicable calendar
      year.  For purposes of the applicable limit, 415 Compensation shall be
      prorated over short Plan Years.

    


    “Highly
      Paid Employee” for any Plan Year means an Employee who, during either
      that or the immediately preceding Plan Year was at any time a five percent
      owner
      of the Employer (as defined in Code Section 416(i)(1)) or, during the
      immediately preceding Plan Year, had 415 Compensation exceeding $90,000 and
      was
      among the most highly compensated one-fifth of all Employees (the $90,000 amount
      is adjusted at the same time and in the same manner as under Code Section
      415(d), provided, however, the base period is the calendar quarter ending
      September 30, 1996).  For these purposes, “the most highly compensated
      one-fifth of all Employees” shall be determined by taking into account all
      individuals working for all related Employer entities described in the
      definition of “Service,” but excluding any individual who has not completed six
      months of Service, who normally works fewer than 171⁄2  hours per week
      or in fewer than six months per year, who has not reached age 21, whose
      employment is covered by a collective bargaining agreement, or who is a
      nonresident alien who receives no earned income from United States
      sources.  The applicable year for which a determination is being made
      is called a “determination year” and the preceding 12-month period is called a
      look-back year.

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    “Hours
      of Service” means hours to be credited to an Employee under the
      following rules:

    


    (a)          Each
      hour for which an Employee is paid or is entitled to be paid for services to
      an
      Employer is an Hour of Service.

    


    (b)          Each
      hour for which an Employee is directly or indirectly paid or is entitled to
      be
      paid for a period of vacation, holidays, illness, disability, lay-off, jury
      duty, temporary military duty, or leave of absence is an Hour of
      Service.  However, except as otherwise specifically provided, no more
      than 501 Hours of Service shall be credited for any single continuous period
      which an Employee performs no duties.  No more than 501 Hours of
      Service will be credited under this paragraph for any single continuous period
      (whether or not such period occurs in a single computation
      period).  Further, no Hours of Service shall be credited on account of
      payments made solely under a plan maintained to comply with worker’s
      compensation, unemployment compensation, or disability insurance laws, or to
      reimburse an Employee for medical expenses.

    


    (c)          Each
      hour for which back pay (ignoring any mitigation of damages) is either awarded
      or agreed to by an Employer is an Hour of Service.  However, no more
      than 501 Hours of Service shall be credited for any single continuous period
      during which an Employee would not have performed any duties.  The
      same Hours of Service will not be credited both under paragraph (a) or (b)
      as
      the case may be, and under this paragraph (c).  These hours will be
      credited to the employee for the computation period or periods to which the
      award or agreement pertains rather than the computation period in which the
      award agreement or payment is made.

    


    (d)          Hours
      of Service shall be credited in any one period only under one of the foregoing
      paragraphs (a), (b) and (c); an Employee may not get double credit for the
      same
      period.

    


    (e)          If
      an Employer finds it impractical to count the actual Hours of Service for any
      class or group of non-hourly Employees, each Employee in that class or group
      shall be credited with 45 Hours of Service for each weekly pay period in which
      he has at least one Hour of Service.  However, an Employee shall be
      credited only for his normal working hours during a paid absence.

    


    (f)          Hours
      of Service to be credited on account of a payment to an Employee (including
      back
      pay) shall be recorded in the period of Service for which the payment was
      made.  If the period overlaps two or more Plan Years, the Hours of
      Service credit shall be allocated in proportion to the respective portions
      of
      the period included in the several Plan Years.  However, in the case
      of periods of 31 days or less, the Administrator may apply a uniform policy
      of
      crediting the Hours of Service to either the first Plan Year or the
      second.

    


    (g)          In
      all respects an Employee’s Hours of Service shall be counted as required by
      Section 2530.200b-2(b) and (c) of the Department of Labor’s regulations under
      Title I of ERISA.

    


    “Independent
      Appraiser”
means any appraiser appointed by the Trustee, who is independent of
      the
      Bank, and who meets requirements of the regulations prescribed under Section
      170(a)(1)(A) of the Code.

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    “Investment
      Fund” means that portion of the Trust Fund consisting of assets other
      than Stock.  Notwithstanding the above, assets from the Investment
      Fund may be used to purchase Stock in the open market or otherwise, and shares
      so purchased will be allocated to a Participant’s Stock Fund.

    


    “Normal
      Retirement” means retirement on or after the Participant’s Normal
      Retirement Date.

    


    “Normal
      Retirement Date” means the later of (i) the date on which a Participant
      attains age 65 and (ii) the 5th anniversary
      of the
      time a Participant commenced employment with the Employer.

    


    “Participant”
      means any Employee who is an Active Participant participating in the Plan,
      or
      Employee or former Employee who was previously an Active Participant and still
      has a balance credited to his Account.

    


    “Plan
      Year” means the twelve-month period commencing January 1 and ending
      December 31, 2003 and each period of 12 consecutive months beginning on January
      1 of each succeeding year.

    


    “Recognized
      Absence” means a period for which --

    


    (a)          an
      Employer grants an Employee a leave of absence for a limited period, but only
      if
      an Employer grants such leave on a nondiscriminatory basis; or

    


    (b)          an
      Employee is temporarily laid off by an Employer because of a change in business
      conditions; or

    


    (c)          an
      Employee is on active military duty, but only to the extent that his employment
      rights are protected by the Military Selective Service Act of 1967 (38 U.S.C.
      

                  
      Sec. 2021).


    “Service”
      means an Employee’s period(s) of employment or self-employment with an Employer,
      excluding for initial eligibility purposes any period in which the individual
      was a nonresident alien and did not receive from an Employer any earned income
      which constituted income from sources within the United States.  An
      Employee’s Service shall include any Service which constitutes Service with a
      predecessor Employer within the meaning of Section 414(a) of the Code, provided,
      however, that Service with an acquired entity shall not be considered Service
      under the Plan unless required by applicable law or agreed to by the parties
      to
      such transaction.  An Employee’s Service shall also include any
      Service with an entity which is not an Employer, but only either (i) for a
      period after 1975 in which the other entity is a member of a controlled group
      of
      corporations or is under common control with other trades and businesses within
      the meaning of Section 414(b) or 414(c) of the Code, and a member of the
      controlled group or one of the trades and businesses is an Employer, (ii) for
      a
      period after 1979 in which the other entity is a member of an affiliated service
      group within the meaning of Section 414(m) of the Code, and a member of the
      affiliated service group is an Employer, or (iii) all Employers aggregated
      with
      the Employer under Section 414(o) of the Code (but not until the Proposed
      Regulations under Section 414(o) become effective).  Notwithstanding
      any provision of this Plan to the contrary, contributions, benefits and service
      credit with respect to qualified military service will be provided in accordance
      with Section 414(u) of the Code.

    


    “Spouse”
      means the individual, if any, to whom a Participant is lawfully married on
      the
      date benefit payments to the Participant are to begin, or on the date of the
      Participant’s death, if earlier.  A former Spouse shall be treated as
      the Spouse or surviving Spouse to the extent provided under a qualified domestic
      relations order as described in section 414(p) of the Code.

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    “Stock”
      means shares of voting common stock or preferred stock meeting the requirements
      of Section 409(e)(3) of the Code issued by the Bank or an Employer which is
      a
      member of the same controlled group of corporations within the meaning of Code
      Section 414(b).

    


    “Stock
      Fund” means that portion of the Trust Fund consisting of
      Stock.

    


    “Trust”
      or “Trust Fund” means the trust fund created under this
      Plan.

    


    “Trust
      Agreement” means the agreement between the Bank and the Trustee
      concerning the Trust Fund.  If any assets of the Trust Fund are held
      in a co-mingled trust fund with assets of other qualified retirement plans,
      “Trust Agreement” shall be deemed to include the trust agreement governing that
      co-mingled trust fund.  With respect to the allocation of investment
      responsibility for the assets of the Trust Fund, the provisions of Article
      II of
      the Trust Agreement are incorporated herein by reference.

    


    “Trustee”
      means one or more corporate persons or individuals selected from time to time
      by
      the Bank to serve as trustee or co-trustees of the Trust Fund.

    


    “Valuation
      Date” means the last day of the Plan Year and each other date as of
      which the Committee shall determine the investment experience of the Investment
      Fund and adjust the Participants’ Accounts accordingly.

    


    “Valuation
      Period” means the period following a Valuation Date and ending with the
      next Valuation Date.

    


    “Vesting
      Year” means a unit of Service credited to a Participant pursuant to
      Section 9.2 for purposes of determining his vested interest in his
      Account.

    


    Section
      3.   Eligibility for Participation.

    


    3.1     
           Initial
      Eligibility.  An Employee shall enter the Plan as of the
      Entry Date coincident with or next following the later of the following
      dates:

    


    (a)          the
      last day of the Employee’s first Eligibility Year, and

    


    (b)          the
      Employee’s 21st birthday.  However, if an Employee is not in active
      Service with an Employer on the date he would otherwise first enter the Plan,
      his entry shall be deferred until the next day he is in Service.

    


    3.2           Definition
      of Eligibility Year.  An “Eligibility Year” means an
      applicable eligibility period (as defined below) in which the Employee has
      completed 1,000 Hours of Service for the Employer.  For this
      purpose:

    


    (a)          an
      Employee’s first “eligibility period” is the 12-consecutive month period
      beginning on the first day on which he has an Hour of Service, and

    


    (b)          his
      subsequent eligibility periods will be 12-consecutive month periods beginning
      on
      each January 1 after that first day of Service.

    


     3.3          Terminated
      Employees.  No Employee shall have any interest or rights
      under this Plan if he is never in active Service with an Employer on or after
      the Effective Date.

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    3.4           Certain
      Employees Ineligible.

    


    
      	
               

            	
              (a)

            	
              No
                Employee shall participate in the Plan while his Service is covered
                by
                a

            


    

    collective
      bargaining agreement between an Employer and the Employee’s collective
      bargaining representative if (i) retirement benefits have been the subject
      of
      good faith bargaining between the Employer and the representative and (ii)
      the
      collective bargaining agreement does not provide for the Employee’s
      participation in the Plan.

    


    
      	
               

            	
              (b)

            	
              Leased
                Employees are not eligible to participate in the
                Plan.

            


    

    


    
      	
               

            	
              (c)

            	
              An
                eligible Employee may elect not to participate in the Plan, provided,
                however,

            


    

    such
      election is made solely to meet the requirements of Code Section
      409(n).  For an election to be effective for a particular Plan Year,
      the Employee or Participant must file the election in writing with the Plan
      administrator no later than the last day of the Plan Year for which the election
      is to be effective.  The Employer may not make a contribution under
      the Plan for the Employee or for the Participant for the Plan Year for which
      the
      election is effective, nor for any succeeding Plan Year, unless the Employee
      or
      Participant re-elects to participate in the Plan.  The Employee or
      Participant may elect again not to participate, but not earlier than the first
      Plan Year following the Plan Year in which the re-election was first
      effective.

    


    3.5           Participation
      and Reparticipation.  Subject to the satisfaction of the
      foregoing requirements, an Employee shall participate in the Plan during each
      period of his Service from the date on which he first becomes eligible until
      his
      termination.  For this purpose, an Employee who returns before five
      (5) consecutive Breaks in Service who previously satisfied the initial
      eligibility requirements or who returns after five (5) consecutive one year
      Breaks in Service with a vested Account balance in the Plan shall re-enter
      the
      Plan as of the date of his return to Service with an Employer.

    


    3.6           Omission
      of Eligible Employee.  If, in any Plan Year, any Employee
      who should be included as a Participant in the Plan is erroneously omitted
      and
      discovery of such omission is not made until after a contribution by his
      Employer for the year has been made, the Employer shall make a subsequent
      contribution with respect to the omitted Employee in the amount which the said
      Employer would have contributed regardless of whether or not it is deductible
      in
      whole or in part in any taxable year under applicable provisions of the
      Code.

    


    Section
      4.   Contributions and Credits.

    


    4.1     Discretionary
      Contributions.  The Employer shall from time to time
      contribute, with respect to a Plan Year, such amounts as it may determine from
      time to time.  The Employer contribution may be made in Stock or in
      cash, or in a combination of both.  The Employer shall have no
      obligation to contribute any amount under this Plan except as so determined
      in
      its sole discretion.  The Employer’s contributions and available
      forfeitures for a Plan Year shall be credited as of the last day of the year
      to
      the Accounts of the Active Participants in proportion to their amounts of 415
      Compensation earned during that portion of the Plan Year that such persons
      are
      Participants in the Plan.

    


    4.2      Conditions
      as to Contributions.  Employers’ contributions shall in
      all events be subject to the limitations set forth in Section 5. Contributions
      may be made in the form of cash, or securities and other property to the extent
      permissible under ERISA, including Stock, and shall be held by the Trustee
      in
      accordance with the Trust Agreement.  In addition to the provisions of
      Section 13.3 for the return of an Employer’s contributions in connection with a
      failure of the Plan to qualify initially under the Code, any amount contributed
      by an Employer due to a good faith mistake of fact, or based upon a good faith
      but erroneous determination of its deductibility under Section 404 of the Code,
      shall be returned to the Employer within one year after the date on which the
      contribution was originally made, or within one year after its nondeductibility
      has been finally determined.  However, the amount to be returned shall
      be reduced to take account of any adverse investment experience within the
      Trust
      Fund in order that the balance credited to each Participant’s Account is not
      less that it would have been if the contribution had never been
      made.

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    4.3     Rollover
      Contributions.  This Plan shall not accept a direct
      rollover or rollover contribution of an “eligible rollover distribution” as such
      term is defined in Section 10.9-1 of the Plan.

    


    Section
      5.   Limitations on Contributions and
      Allocations.

    


    5.1    
        Limitation on Annual
      Additions.  Notwithstanding anything herein to the
      contrary, allocation of Employer contributions for any Plan Year shall be
      subject to the following:

    


    5.1-1  
      The annual additions during any Plan Year to any Participant’s Account under
      this and any other defined contribution plans maintained by the Employer or
      an
      affiliate (within the purview of Section 414(b), (c) and (m) and Section 415(h)
      of the Code, which affiliate shall be deemed the Employer for this purpose)
      shall not exceed the lesser of $40,000 (or such other dollar amount which
      results from cost-of-living adjustments under Section 415(d) of the Code) (the
      “dollar limitation”) or 100 percent of the Participant’s 415 Compensation for
      such limitation year (the “percentage limitation”).  The percentage
      limitation shall not apply to any contribution for medical benefits after
      separation from service (within the meaning of Section 401(h) or Section
      419A(f)(2) of the Code) which is otherwise treated as an annual
      addition.  In the event that annual additions exceed the aforesaid
      limitations, they shall be reduced in the following priority:

    


    
      	
               

            	
              (i)

            	
              Any
                excess amount at the end of the Plan Year that cannot be allocated
                to
                the

            


    

    Participant’s
      Account shall be reallocated to the remaining Participants who are eligible
      for
      an allocation of Employer contributions for the Plan Year.  The
      reallocation shall be made in accordance with Section 4.1 of the Plan as if
      the
      Participant whose Account otherwise would receive the excess amount is not
      eligible for an allocation of Employer contributions.

    


    (ii)          If
      the allocation or reallocation of the excess amounts causes the limitations
      of
      Code section 415 to be exceeded with respect to each Participant for the
      limitation year, then the excess amount will be held unallocated in a suspense
      account.  The suspense account will be applied to reduce future
      Employer contributions for all remaining Participants in the next limitation
      year and each succeeding limitation year if necessary.

    


    (iii)          If
      a suspense account is in existence at any time during a limitation year, it
      will
      not participate in any allocation of investment gains and losses.  All
      amounts held in suspense accounts must be allocated to Participants’ Accounts
      before any contributions may be made to the Plan for the limitation
      year.

    


    (iv)          If
      a suspense account exists at the time of Plan termination, amounts held in
      the
      suspense account that cannot be allocated shall revert to the
      Employer.

    


    5.1-2  
      For purposes of this Section 5.1, the “annual addition” to a Participant’s
      Accounts means the sum of (i) Employer contributions, (ii) Employee
      contributions, if any, and (iii) forfeitures.  Annual additions to a
      defined contribution plan also include amounts allocated, after March 31, 1984,
      to an individual medical account, as defined in Section 415(l)(2) of the
      Internal Revenue Code, which is part of a pension or annuity plan maintained
      by
      the Employer, amounts derived from contributions paid or accrued after
      December 31, 1985, in taxable years ending after such date, which are
      attributable to post-retirement medical benefits allocated to the separate
      account of a Key Employee under a welfare benefit fund, as defined in Section
      419A(d) of the Internal Revenue Code, maintained by the Employer.

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    5.1-3  
      If the Employer contributes amounts, on behalf of Employees covered by this
      Plan, to other “defined contribution plans” as defined in Section 3(34) of
      ERISA, the limitation on annual additions provided in this Section shall be
      applied to annual additions in the aggregate to this Plan and to such other
      plans.  Reduction of annual additions, where required, shall be
      accomplished first by reductions under such other plan pursuant to the
      directions of the named fiduciary for administration of such other plans or
      under priorities, if any, established under the terms of such other plans and
      then by allocating any remaining excess for this Plan in the manner and priority
      set out above with respect to this Plan.

    


    5.1-6  
      A limitation year shall mean each 12 consecutive month period beginning each
      January 1.

    


    5.2        Effect
      of Limitations.  The Committee shall take whatever action
      may be necessary from time to time to assure compliance with the limitations
      set
      forth in Section 5.1.  Specifically, the Committee shall see that each
      Employer restrict its contributions for any Plan Year to an amount which, taking
      into account the amount of available forfeitures, may be completely allocated
      to
      the Participants consistent with those limitations.  Where the
      limitations would otherwise be exceeded by any Participant, further allocations
      to the Participant shall be curtailed to the extent necessary to satisfy the
      limitations.  Where an excessive amount is contributed on account of a
      mistake as to one or more Participants’ compensation, or there is an amount of
      forfeitures which may not be credited in the Plan Year in which it becomes
      available, the amount shall be corrected in accordance with Section 5.1-2 of
      the
      Plan.  If it is determined at any time that the Committee and/or
      Trustee has erred in accepting and allocating any contributions or forfeitures
      under this Plan, or in allocating net gain or loss pursuant to Sections 8.2
      and
      8.3, then the Committee, in a uniform and nondiscriminatory manner, shall
      determine the manner in which such error shall be corrected and shall promptly
      advise the Trustee in writing of such error and of the method for correcting
      such error.  The Accounts of any or all Participants may be revised,
      if necessary, in order to correct such error.

    


    5.3          Limitations
      as to Certain Participants.  Aside from the limitations
      set forth in Section 5.1, if the Plan acquires any Stock in a transaction as
      to
      which a selling shareholder or the estate of a deceased shareholder is claiming
      the benefit of Section 1042 of the Code, the Committee shall see that none
      of
      such Stock, and no other assets in lieu of such Stock, are allocated to the
      Accounts of certain Participants in order to comply with Section 409(n) of
      the
      Code.

    


    This
      restriction shall apply at all times to a Participant who owns (taking into
      account the attribution rules under Section 318(a) of the Code, without regard
      to the exception for employee plan trusts in Section 318(a)(2)(B)(i) more than
      25 percent of any class of stock of a corporation which issued the Stock
      acquired by the Plan, or another corporation within the same controlled group,
      as defined in Section 409(l)(4) of the Code (any such class of stock hereafter
      called a “Related Class”).  For this purpose, a Participant who owns
      more than 25 percent of any Related Class at any time within the one year
      preceding the Plan’s purchase of the Stock shall be subject to the restriction
      as to all allocations of the Stock, but any other Participant shall be subject
      to the restriction only as to allocations which occur at a time when he owns
      more than 25 percent of any Related Class.

    


    Further,
      this restriction shall apply to the selling shareholder claiming the benefit
      of
      Section 1042 and any other Participant who is related to such a shareholder
      within the meaning of Section 267(b) of the Code, during the period beginning
      on
      the date of sale and ending on the later of (1) the date that is ten years
      after
      the date of sale, or (2) the date of the Plan allocation attributable to the
      final payment of acquisition indebtedness incurred in connection with the
      sale.

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    This
      restriction shall not apply to any Participant who is a lineal descendant of
      a
      selling shareholder if the aggregate amounts allocated under the Plan for the
      benefit of all such descendants do not exceed five percent of the Stock acquired
      from the shareholder.

    


    5.4         Erroneous
      Allocations.  No Participant shall be entitled to any
      annual additions or other allocations to his Account in excess of those
      permitted under Section 5.  If it is determined at any time that the
      administrator and/or Trustee have erred in accepting and allocating any
      contributions or forfeitures under this Plan, or in allocating investment
      adjustments, or in excluding or including any person as a Participant, then
      the
      administrator, in a uniform and nondiscriminatory manner, shall determine the
      manner in which such error shall be corrected and shall promptly advise the
      Trustee in writing of such error and of the method for correcting such
      error.  The Accounts of any or all Participants may be revised, if
      necessary, in order to correct such error.

     

    Section
      6.    Trust Fund and Its
      Investment.

    


    6.1     Creation
      of Trust Fund.  All amounts received under the Plan from
      Employers and investments shall be held as the Trust Fund pursuant to the terms
      of this Plan and of the Trust Agreement between the Bank and the
      Trustee.  The benefits described in this Plan shall be payable only
      from the assets of the Trust Fund, and none of the Bank, any other Employer,
      its
      board of directors or trustees, its stockholders, its officers, its employees,
      the Committee, and the Trustee shall be liable for payment of any benefit under
      this Plan except from the Trust Fund.

    


    6.2      Stock
      Fund and Investment Fund.  The Trust Fund held by the
      Trustee shall be divided into the Stock Fund, consisting entirely of Stock,
      and
      the Investment Fund, consisting of all assets of the Trust other than
      Stock.  The Trustee shall have no investment responsibility for the
      Stock Fund, but shall accept any Employer contributions made in the form of
      Stock, and shall acquire, sell, exchange, distribute, and otherwise deal with
      and dispose of Stock in accordance with the instructions of the
      Committee.  The Trustee shall have full responsibility for the
      investment of the Investment Fund, except to the extent such responsibility
      may
      be delegated from time to time to one or more investment managers pursuant
      to
      Section 2.3 of the Trust Agreement, or to the extent the Committee directs
      the
      Trustee to purchase Stock with the assets in the Investment Fund.

    


    6.3     Acquisition
      of Stock.  From time to time the Committee may, in its
      sole discretion, direct the Trustee to acquire Stock from the issuing Employer
      or from shareholders, including shareholders who are or have been Employees,
      Participants, or fiduciaries with respect to the Plan.  The Trustee
      shall pay for such Stock no more than its fair market value, which shall be
      determined conclusively by the Committee pursuant to Section 12.4.

    


    6.4     Participants’
      Option to Diversify.  The Committee shall provide for a
      procedure under which each Participant may, during the qualified election
      period, elect to “diversify” a portion of the Employer Stock allocated to his
      Account, as provided in Section 401(a)(28)(B) of the Code.  An
      election to diversify must be made on the prescribed form and filed with the
      Committee within the period specified herein.  For each of the first
      five (5) Plan years in the qualified election period, the Participant may elect
      to diversify an amount which does not exceed 25% of the number of shares
      allocated to his Account since the inception of the Plan, less all shares with
      respect to which an election under this Section has already been
      made.  For the last year of the qualified election period, the
      Participant may elect to have up to 50 percent of the value of his Account
      committed to other investments, less all shares with respect to which an
      election under this Section has already been made.  The term
“qualified election period” shall mean the six (6) Plan Year period beginning
      with the first Plan Year in which a Participant has both attained age 55 and
      completed 10 years of participation in the Plan.  A Participant’s
      election to diversify his Account may be made within each year of the qualified
      election period and shall continue for the 90-day period immediately following
      the last day of each year in the qualified election period.  Once a
      Participant makes such election, the Plan must complete diversification in
      accordance with such election within 90 days after the end of the period during
      which the election could be made for the Plan Year.  In the discretion
      of the Committee, the Plan may satisfy the diversification requirement by any
      of
      the following methods:

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    6.4-1  
      The Plan may distribute all or part of the amount subject to the diversification
      election.

     

    6.4-2   The
      Plan
      may transfer the portion of the Participant’s Account subject to the
      diversification election to another qualified defined contribution
      plan    
                  of
      the Employer that  offers at least three investment options satisfying
      the requirements of the regulations promulgated under Section 404(c) of
      ERISA.

    


    Section
      7.   Voting Rights and Dividends on
      Stock.

    


    7.1      Voting
      and Tendering of Stock.  The Trustee generally shall vote
      all shares of Stock held under the Plan in accordance with the written
      instructions of the Committee.  However, if any Employer has
      registration-type class of securities within the meaning of Section 409(e)(4)
      of
      the Code, or if a matter submitted to the holders of the Stock involves a
      merger, consolidation, recapitalization, reclassification, liquidation,
      dissolution, or sale of substantially all assets of an entity, then (i) the
      shares of Stock which have been allocated to Participants’ Accounts shall be
      voted by the Trustee in accordance with the Participants’ written
      instructions.

    


    Notwithstanding
      any provision hereunder to the contrary, all allocated but unvoted shares of
      Stock must be voted by the Trustee in a manner determined by the Trustee to
      be
      for the exclusive benefit of the Participants and
      Beneficiaries.  Whenever such voting rights are to be exercised, the
      Employers shall provide the Trustee, in a timely manner, with the same notices
      and other materials as are provided to other holders of the Stock, which the
      Trustee shall distribute to the Participants.  The Participants shall
      be provided with adequate opportunity to deliver their instructions to the
      Trustee regarding the voting of Stock allocated to their
      Accounts.  The instructions of the Participants’ with respect to the
      voting of allocated shares hereunder shall be confidential.

    


    7.1-1  In
      the event of a tender offer, Stock shall be tendered by the Trustee in the
      same
      manner as set forth above with respect to the voting of
      Stock.  Notwithstanding any provision hereunder to the contrary, Stock
      must be tendered by the Trustee in a manner determined by the Trustee to be
      for
      the exclusive benefit of the Participants and Beneficiaries.

    


    7.2        Dividends
      on Stock.  Dividends on Stock which are received by the
      Trustee in the form of additional Stock shall be retained in the Stock Fund,
      and
      shall be allocated among the Participant’s Accounts and the Unallocated Stock
      Fund in accordance with their holdings of the Stock on which the dividends
      have
      been paid.  Dividends on Stock credited to Participants’ Accounts
      which are received by the Trustee in the form of cash shall, at the direction
      of
      the Employer paying the dividends, either (i) be credited to the Accounts in
      accordance with Section 8.3 and invested as part of the Investment Fund, (ii)
      be
      distributed immediately to the Participants in proportion with the Participants’
Stock Fund Account balance, or (iii) be distributed to the Participants within
      90 days of the close of the Plan Year in which paid in proportion with the
      Participants’ Stock Fund Account balance.  In the sole discretion of
      the Committee, Participants or their Beneficiaries may be given the opportunity
      to elect to have dividends on Stock paid as provided in clause (ii) or (iii)
      in
      the preceding paragraph, or elect to have such dividends paid to the Plan and
      reinvested in qualifying employer securities.  Such dividends shall be
      considered “applicable dividends” for purposes of Code Section
      404(k)(2)(A).  In the event the Committee gives Participants and
      Beneficiaries the opportunity to elect to have dividends distributed or
      reinvested in the Plan, all dividends for which Participants may make an
      election shall be deemed to be fully vested, regardless of whether the
      Participant is vested in the underlying Stock.

    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    Section
      8.   Adjustments to Accounts.

    


    8.1      Adjustments
      for Transactions.  An Employer contribution pursuant to
      Section 4.1 shall be credited to the Participants’ Accounts as of the last day
      of the Plan Year for which it is contributed, in accordance with Section
      4.1.  Any benefit which is paid to a Participant or Beneficiary
      pursuant to Section 10 shall be charged to the Participant’s Account as of the
      first day of the Valuation Period in which it is paid.  Any forfeiture
      or restoral shall be charged or credited to the Participant’s Account as of the
      first day of the Valuation Period in which the forfeiture or restoral occurs
      pursuant to Section 9.6.

     

    8.2      Valuation
      of Investment Fund.  As of each Valuation Date, the
      Trustee shall prepare a balance sheet of the Investment Fund, recording each
      asset (including any contribution receivable from an Employer) and liability
      at
      its fair market value.  Any liability with respect to short positions
      or options and any item of accrued income or expense and unrealized appreciation
      or depreciation shall be included; provided, however, that such an item may
      be
      estimated or excluded if it is not readily ascertainable unless estimating
      or
      excluding it would result in a material distortion.  The Committee
      shall then determine the net gain or loss of the Investment Fund since the
      preceding Valuation Date, which shall mean the entire income of the Investment
      Fund, including realized and unrealized capital gains and losses, net of any
      expenses to be charged to the general Investment Fund and excluding any
      contributions by the Employer.  The determination of gain or loss
      shall be consistent with the balance sheets of the Investment Fund for the
      current and preceding Valuation Dates.

    


    8.3       Adjustments
      for Investment Experience.  Any net gain or loss of the
      Investment Fund during a Valuation Period, as determined pursuant to Section
      8.2, shall be allocated as of the last day of the Valuation Period among the
      Participants’ Accounts in proportion to the opening balance in each Account, as
      adjusted for benefit payments and forfeitures during the Valuation Period,
      without regard to whatever Stock may be credited to an Account. Any cash
      dividends received on Stock credited to Participant’s Accounts shall be
      allocated as of the last day of the Valuation Period among the Participants’
Accounts based on the opening balance in each Participant’s Stock Fund
      Account.

    


    Section
      9.   Vesting of Participants’
Interests.

    


    9.1       Deferred
      Vesting in Accounts.  A Participant’s vested interest in
      his Account shall be based on his Vesting Years in accordance with the following
      table, subject to the balance of this Section 9:

     

    
      	
              Vesting
                Years

            	
              Percentage
                of Interest Vested

            
	
              Fewer
                than 3

            	
                0%

            
	
              3
                or more

            	
              100%

            


    

    


    9.2       Computation
      of Vesting Years.  For purposes of this Plan, a “Vesting
      Year” means generally a Plan Year in which an Employee has at least 1,000 Hours
      of Service, beginning with the first Plan Year in which the Employee has
      completed an Hour of Service with the Employer, and including Service with
      other
      Employers as provided in the definition of “Service.”  However, a
      Participant’s Vesting Years shall be computed subject to the following
      conditions and qualifications:

    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    9.2-1
      A
      Participant’s Vesting Years shall not include any Service prior to the date on
      which an Employee attains age 18.

    


    9.2-2  A
      Participant’s vested interest in his Account accumulated before five (5)
      consecutive Breaks in Service shall be determined without regard to any Service
      after such five consecutive Breaks in Service.  Further, if a
      Participant has five (5) consecutive Breaks in Service before his interest
      in
      his Account has become vested to some extent, pre-Break years of Service shall
      not be required to be taken into account for purposes of determining his
      post-Break vested percentage.

    


    9.2-3 
      In the case of a Participant who has 5 or more consecutive 1-year Breaks in
      Service, the Participant’s pre-Break Service will count in vesting of the
      Employer-derived post-break accrued benefit only if either:

    


    (i)           such
      Participant has any nonforfeitable interest in the accrued benefit attributable
      to Employer contributions at the time of separation from Service,
      or

    


    (ii)           upon
      returning to Service the number of consecutive 1-year Breaks in Service is
      less
      than the number of years of Service.

    


    9.2-4  Notwithstanding
      any provision of the Plan to the contrary, effective January 1, 1998,
      calculation of service for determining Vesting Years with respect to qualified
      military service will be provided in accordance with Section 414(u) of the
      Code.

    


    9.2-5  If
      any amendment changes the vesting schedule, including an automatic change to
      or
      from a top-heavy vesting schedule, any Participant with three (3) or more
      Vesting Years may, by filing a written request with the Employer, elect to
      have
      his vested percentage computed under the vesting schedule in effect prior to
      the
      amendment.  The election period must begin not later than the later of
      sixty (60) days after the amendment is adopted, the amendment becomes effective,
      or the Participant is issued written notice of the amendment by the Employer
      or
      the Committee.

    


    9.3         Full
      Vesting Upon Certain Events. Notwithstanding Section 9.1, a
      Participant’s interest in his Account shall fully vest on the Participant’s
      Normal Retirement Date.  The Participant’s interest shall also fully
      vest in the event that his Service is terminated by Early Retirement, Disability
      or by death.

    


    9.4         Full
      Vesting Upon Plan Termination. Notwithstanding Section 9.1, a
      Participant’s interest in his Account shall fully vest upon termination of this
      Plan or upon the permanent and complete discontinuance of contributions by
      his
      Employer.  In the event of a partial termination, the interest of each
      affected Participant shall fully vest with respect to that part of the Plan
      which is terminated.

    


    9.5         Forfeiture,
      Repayment, and Restoral.  If a Participant’s Service
      terminates before his interest in his Account is fully vested, that portion
      which has not vested shall be forfeited if he either (i) receives a distribution
      of his entire vested interest pursuant to Section 10.1, or (ii) incurs a
      one-year Break in Service.  If a Participant’s Service terminates
      prior to having any portion of his Account become vested, such Participant
      shall
      be deemed to have received a distribution of his vested interest as of the
      Valuation Date next following his termination of Service.

    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    If
      a
      Participant who has suffered a forfeiture of the nonvested portion of his
      Account returns to Service before he has five (5) consecutive Breaks in Service,
      the nonvested portion shall be restored, provided that, if the Participant
      had
      received a distribution of his vested Account balance, the amount distributed
      shall be repaid prior to such restoral.  The Participant may repay
      such amount at any time within five years after he has returned to
      Service.  The amount repaid shall be credited to his Account at the
      time it is repaid; an additional amount equal to that portion of his Account
      which was previously forfeited shall be restored to his Account at the same
      time
      from other Employees’ forfeitures and, if such forfeitures are insufficient,
      from a special contribution by his Employer for that year.  If the
      Participant did not receive a distribution of his vested Account balance, any
      forfeiture restored shall include earnings that would have been credited to
      the
      Account but for the forfeiture.  A Participant who was deemed to have
      received a distribution of his vested interest in the Plan shall have his
      Account restored as of the first day on which he performs an Hour of Service
      after his return.

    


    9.6         Accounting
      for Forfeitures.  If a portion of a Participant’s Account
      is forfeited, Stock allocated to said Participant’s Account shall be forfeited
      only after other assets are forfeited.  If interests in more than one
      class of Stock have been allocated to a Participant’s Account, the Participant
      must be treated as forfeiting the same proportion of each class of
      Stock.  A forfeiture shall be charged to the Participant’s Account as
      of the first day of the first Valuation Period in which the forfeiture becomes
      certain pursuant to Section 9.5.  Except as otherwise provided in that
      Section, a forfeiture shall be added to the contributions of the terminated
      Participant’s Employer which are to be credited to other Participants pursuant
      to Section 4.1 as of the last day of the Plan Year in which the forfeiture
      becomes certain.

    


    9.7        Vesting
      and Nonforfeitability.  A Participant’s interest in his
      Account which has become vested shall be nonforfeitable for any
      reason.

    


    Section
      10.   Payment of Benefits.

    


    10.1  
         Benefits for
      Participants.  For a Participant whose Service ends for
      any reason, distribution will be made to or for the benefit of the Participant
      or, in the case of the Participant’s death, his Beneficiary, by payment in a
      lump sum, in accordance with Section 10.2, either, or a combination of the
      following methods:

    


    10.1-1  By
      payment in a lump sum,
      in accordance with Section 10.2; or

    


    10.1-2  By
      payment in a series of
      substantially equal annual installments over a period not to exceed five (5)
      years, provided the maximum period over which the distribution of a
      Participant’s Account may be made shall be extended by 1 year, up to five (5)
      additional years, for each $160,000 (or fraction thereof) by which such
      Participant’s Account balance exceeds $800,000 (the aforementioned figures are
      subject to cost-of-living adjustments prescribed by the Secretary of the
      Treasury pursuant to Section 409(o)(2) of the Code).

    


    The
      Participant shall elect the manner in which his vested Account balance will
      be
      distributed to him.  If a Participant so desires, he may direct how
      his benefits are to be paid to his Beneficiary.  If a deceased
      Participant did not file a direction with the Committee, the Participant’s
      benefits shall be distributed to his Beneficiary in a lump
      sum.  Notwithstanding any provision to the contrary, if the value of a
      Participant’s vested Account balance at the time of any distribution, does not
      equal or exceed $5,000, then such Participant’s vested Account shall be
      distributed in a lump sum within 60 days after the end of the Plan Year in
      which
      employment terminates.  If the value of a Participant’s vested Account
      balance is, or has ever been, in excess of $5,000, then his benefits shall
      not
      be paid prior to the later of the time he has attained Normal Retirement or
      age
      62 unless he elects an early payment date in a written election filed with
      the
      Committee.  A Participant may modify such an election at any time,
      provided any new benefit payment date is at least 30 days after a modified
      election is delivered to the Committee.  Failure of a Participant to
      consent to a distribution prior to the later of Normal Retirement or age 62
      shall be deemed to be an election to defer commencement of payment of any
      benefit under this section.

    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    10.2        Time
      for Distribution.

    


    10.2-1  If
      the Participant and,
      if applicable, with the consent of the Participant’s spouse, elects the
      distribution of the Participant’s Account balance in the Plan, distribution
      shall commence as soon as practicable following his termination of Service,
      but
      no later than one year after the close of the Plan Year:

    


    (i)           in
      which the Participant separates from service by reason of attainment of Normal
      Retirement Age under the Plan, Disability, or death; or

    


    (ii)           which
      is the fifth Plan Year following the year in which the Participant resigns
      or is
      dismissed, unless he is reemployed before such date.

    


    10.2-2  Unless
      the Participant
      elects otherwise, the distribution of the balance of a Participant’s Account
      shall commence not later than the 60th day after the latest of the close of
      the
      Plan Year in which -

    


    (i)           
      the Participant attains the age of 65;

    


    (ii)          occurs
      the tenth anniversary of the year in which the Participant commenced
      participation in the Plan; or

    


    (iii)           the
      Participant terminates his Service with the Employer.

    


    10.2-3      Notwithstanding
      anything to the contrary, (1) with respect to a 5-percent owner (as defined
      in
      Code Section 416), distribution of a Participant’s Account shall commence
      (whether or not he remains in the employ of the Employer) not later than the
      April 1 of the calendar year next following the calendar year in which the
      Participant attains age 70 1/2, and (2) with respect to all other Participants,
      payment of a Participant’s benefit will commence not later than April 1 of the
      calendar year following the calendar year in which the Participant attains
      age
      70 1/2, or, if later, the year in which the Participant retires.  A
      Participant’s benefit from that portion of his Account committed to the
      Investment Fund shall be calculated on the basis of the most recent Valuation
      Date before the date of payment.

    


    10.2-4     Distribution
      of a Participant’s Account balance after his death shall comply with the
      following requirements:

    


    (i)           If
      a Participant dies before his distributions have commenced, distribution of
      his
      Account to his Beneficiary shall commence not later than one year after the
      end
      of the Plan Year in which the Participant died; however, if the Participant’s
      Beneficiary is his surviving Spouse, distributions may commence on the date
      on
      which the Participant would have attained age 70 1/2.  In either case,
      distributions shall be completed within five years after they
      commence.

    


    (ii)          If
      the Participant dies after distribution has commenced pursuant to Section 10.1.2
      but before his entire interest in the Plan has been distributed to him, then
      the
      remaining portion of that interest shall, in accordance with Section 401(a)(9)
      of the Code, be distributed at least as rapidly as under the method of
      distribution being used under Section 10.1.2 at the date of his
      death.

    


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    (iii)          If
      a married Participant dies before his benefit payments begin, then unless he
      has
      specifically elected otherwise the Committee shall cause the balance in his
      Account to be paid to his Spouse.  No election by a married
      Participant of a different Beneficiary shall be valid unless the election is
      accompanied by the Spouse’s written consent, which (i) must acknowledge the
      effect of the election, (ii) must explicitly provide either that the designated
      Beneficiary may not subsequently be changed by the Participant without the
      Spouse’s further consent, or that it may be changed without such consent, and
      (iii) must be witnessed by the Committee, its representative, or a notary
      public. (This requirement shall not apply if the Participant establishes to
      the
      Committee’s satisfaction that the Spouse may not be located.)

    


    10.3       Marital
      Status.  The Committee, the Plan, the Trustee, and the
      Employers shall be fully protected and discharged from any liability to the
      extent of any benefit payments made as a result of the Committee’s good faith
      and reasonable reliance upon information obtained from a Participant and his
      Employer as to his marital status.

    


    10.4     
       Delay in Benefit Determination.  If the
      Committee is unable to determine the benefits payable to a Participant or
      Beneficiary on or before the latest date prescribed for payment pursuant to
      Section 10.1 or 10.2, the benefits shall in any event be paid within 60 days
      after they can first be determined, with whatever makeup payments may be
      appropriate in view of the delay.

    


    10.5       Accounting
      for Benefit Payments.  Any benefit payment shall be
      charged to the Participant’s Account as of the first day of the Valuation Period
      in which the payment is made.

    


    10.6       Options
      to Receive Stock or Cash.  Unless
      ownership of virtually all Stock is restricted to active Employees and qualified
      retirement plans for the benefit of Employees pursuant to the certificates
      of
      incorporation or by-laws of the Employers issuing Stock, a terminated
      Participant or the Beneficiary of a deceased Participant may instruct the
      Committee to distribute the Participant’s entire vested interest in his Account
      in the form of cash or Stock or a combination thereof.  In the event
      the Participant elects to receive all Stock, the Committee shall apply the
      Participant’s vested interest in the Investment Fund to purchase sufficient
      Stock from the Stock Fund or from any owner of Stock to make the required
      distribution.

    


    Any
      Participant who receives Stock pursuant to Section 10.1, and any person who
      has
      received Stock from the Plan or from such a Participant by reason of the
      Participant’s death or incompetency, by reason of divorce or separation from the
      Participant, or by reason of a rollover contribution described in Section
      402(a)(5) of the Code, shall have the right to require the Employer which issued
      the Stock to purchase the Stock for its current fair market value (hereinafter
      referred to as the “put right”).  The put right shall be exercisable
      by written notice to the Committee during the first 60 days after the Stock
      is
      distributed by the Plan, and, if not exercised in that period, during the first
      60 days in the following Plan Year after the Committee has communicated to
      the
      Participant its determination as to the Stock’s current fair market
      value.  However, the put right shall not apply to the extent that the
      Stock, at the time the put right would otherwise be exercisable, may be sold
      on
      an established market in accordance with federal and state securities laws
      and
      regulations.  Similarly, the put option shall not apply with respect
      to the portion of a Participant’s Account which the Employee elected to have
      reinvested under Code Section 401(a)(28)(B).  If the put right is
      exercised, the Trustee may, if so directed by the Committee in its sole
      discretion, assume the Employer’s rights and obligations with respect to
      purchasing the Stock.  Notwithstanding anything herein to the
      contrary, in the case of a plan established by a bank (as defined in Code
      Section 581), the put option shall not apply if prohibited by a federal or
      state
      law and Participants are entitled to elect their benefits be distributed in
      cash.

    


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    If
      a
      Participant elects to receive his distribution in the form of a lump sum
      pursuant to Section 10.1.1 of the Plan, the Employer or the Trustee, as the
      case
      may be, may elect to pay for the Stock in equal periodic installments, not
      less
      frequently than annually, over a period not longer than five years from the
      day
      after the put right is exercised, with adequate security and interest at a
      reasonable rate on the unpaid balance, all such terms to be set forth in a
      promissory note delivered to the seller with normal terms as to acceleration
      upon any uncured default.

    


    If
      a
      Participant elects to receive his distribution in the form of an installment
      payment pursuant to Section 10.1.2 of the Plan, the Employer or the Trustee,
      as
      the case may be, shall pay for the Stock distributed in the installment
      distribution over a period which shall not exceed 30 days after the exercise
      of
      the put right.

    


    Nothing
      contained herein shall be deemed to obligate any Employer to register any Stock
      under any federal or state securities law or to create or maintain a public
      market to facilitate the transfer or disposition of any Stock.  The
      put right described herein may only be exercised by a person described in the
      second preceding paragraph, and may not be transferred with any Stock to any
      other person.

    


    10.7       Restrictions
      on Disposition of Stock.  Except in the case of Stock
      which is traded on an established market, a Participant who receives Stock
      pursuant to Section 10.1, and any person who has received Stock from the Plan
      or
      from such a Participant by reason of the Participant’s death or incompetency, by
      reason of divorce or separation from the Participant, or by reason of a rollover
      contribution described in Section 402(a)(5) of the Code, shall, prior to any
      sale or other transfer of the Stock to any other person, first offer the Stock
      to the issuing Employer and to the Plan at the greater of (i) its current fair
      market value, as determined pursuant to section 12.4 herein, or (ii) the
      purchase price offered in good faith by an independent third party
      purchaser.  This restriction shall apply to any transfer, whether
      voluntary, involuntary, or by operation of law, and whether for consideration
      or
      gratuitous.  Either the Employer or the Trustee may accept the offer
      within 14 days after it is delivered.  Any Stock distributed by the
      Plan shall bear a conspicuous legend describing the right of first refusal
      under
      this Section 10.7, as well as any other restrictions upon the transfer of the
      Stock imposed by federal and state securities laws and regulations.

    


    10.8       Creations
      of Protections and Rights.  Except as
      otherwise provided in Sections 10.6 and 10.7 and this Section, no shares of
      Employer Stock held or distributed by the Trustee may be subject to a put,
      call
      or other option, or buy-sell arrangement.  The provisions of this
      Section shall continue to be applicable to such Stock even if the Plan ceases
      to
      be an employee stock ownership plan under Section 4975(e)(7) of the
      Code.

    


    10.9       Direct
      Rollover of Eligible Distribution.  A Participant or
      distributee may elect, at the time and in the manner prescribed by the Trustee
      or the Committee, to have any portion of an eligible rollover distribution
      paid
      directly to an eligible retirement plan specified by the Participant or
      distributee in a direct rollover.

    


    10.9-1    An
      “eligible rollover” is any distribution that does not include: any distribution
      that is one of a series of substantially equal periodic payments (not less
      frequently than annually) made for the life (or life expectancy) of the
      distributee or the joint lives (or joint life expectancies) of the Participant
      and the Participant’s Beneficiary, or for a specified period of ten years or
      more; any distribution to the extent such distribution is required under Code
      Section 401(a)(9); any hardship distribution described in Section
      401(k)(2)(B)(i)(IV) of the Code; and the portion of any distribution that is
      not
      included in gross income (determined without regard to the exclusion for net
      unrealized appreciation with respect to employer securities).  A
      portion of a distribution shall not fail to be an eligible rollover distribution
      merely because the portion consists of after-tax employee contributions which
      are not includible in gross income.  However, such portion may be
      transferred only to an individual retirement account or annuity described in
      Section 408(a) or (b) of the Code, or to a qualified defined contribution plan
      described in Section 401(a) or 403(a) of the Code that agrees to separately
      accounting for the portion of such distribution which is includible in gross
      income and the portion of such distribution which is not so
      includible.

    


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    10.9-2      An
      “eligible retirement plan” is an individual retirement account described in Code
      Section 408(a), an individual retirement annuity described in Code Section
      408(b), an annuity plan described in Code Section 403(a), or a qualified trust
      described in Code Section 401(a), that accepts the distributee’s eligible
      rollover distribution.  In the case of distributions after December
      31, 2001, an eligible retirement plan shall also include an annuity contract
      described in Section 403(b) of the Code and an eligible plan under Section
      457(b) of the Code which is maintained by a state, or any agency or
      instrumentality of a state or political subdivision of a state and which agrees
      to separately account for amounts transferred into such plan from this
      plan.  In the case of an eligible rollover distribution to a surviving
      Spouse, an eligible retirement plan is an individual retirement account or
      individual retirement annuity.

    


    10.9-3                      A
      “direct rollover” is a payment by the Plan to the eligible retirement plan
      specified by the distributee.

    


    10.9-4                      The
      term “distributee” shall refer to a deceased Participant’s Spouse or a
      Participant’s former Spouse who is the alternate payee under a qualified
      domestic relations order, as defined in Code Section 414(p).

    


    10.10       Waiver
      of 30-Day Period After Notice of
      Distribution.  If a distribution is one
      to which Sections 401(a)(11) and 417 of the Code do not  apply, such
      distribution may commence less than 30 days after the notice required under
      Section 1.411(a)-11(c) of the Income Tax Regulations is given, provided
      that:

    


    (i)          the
      Trustee or Committee, as applicable, clearly informs the Participant that the
      Participant has a right to a period of at least 30 days after receiving the
      notice to consider the decision of whether or not to elect a distribution (and,
      if applicable, a particular option), and

    


    (ii)          the
      Participant, after receiving the notice, affirmatively elects
      a  distribution.

    


    Section
      11.  Rules Governing Benefit Claims and Review of
      Appeals.

    


    11.1        Claim
      for Benefits.  Any Participant or Beneficiary who
      qualifies for the payment of benefits shall file a claim for his benefits with
      the Committee on a form provided by the Committee.  The claim,
      including any election of an alternative benefit form, shall be filed at least
      30 days before the date on which the benefits are to begin.  If a
      Participant or Beneficiary fails to file a claim by the day before the date
      on
      which benefits become payable, he shall be presumed to have filed a claim for
      payment for the Participant’s benefits in the standard form prescribed by
      Sections 10.1 or 10.2.

    


    11.2        Notification
      by Committee.  Within 90 days after receiving a claim for
      benefits (or within 180 days, if special circumstances require an extension
      of
      time and written notice of the extension is given to the Participant or
      Beneficiary within 90 days after receiving the claim for benefits), the
      Committee shall notify the Participant or Beneficiary whether the claim has
      been
      approved or denied.  If the Committee denies a claim in any respect,
      the Committee shall set forth in a written notice to the Participant or
      Beneficiary:

    


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    (i)           each
      specific reason for the denial;

    


    (ii)          specific
      references to the pertinent Plan provisions on which the denial is
      based;

    
 

     (iii)         a
      description of any additional material or information which could be submitted
      by the Participant or Beneficiary to support his claim, with an explanation
      of
      the relevance of such information; and

    


    (iv)          an
      explanation of the claims review procedures set forth in Section
      11.3.

    


    11.3        Claims
      Review Procedure.  Within 60 days after a Participant or
      Beneficiary receives notice from the Committee that his claim for benefits
      has
      been denied in any respect, he may file with the Committee a written notice
      of
      appeal setting forth his reasons for disputing the Committee’s
      determination.  In connection with his appeal the Participant or
      Beneficiary or his representative may inspect or purchase copies of pertinent
      documents and records to the extent not inconsistent with other Participants’
and Beneficiaries’ rights of privacy.  Within 60 days after receiving
      a notice of appeal from a prior determination (or within 120 days, if special
      circumstances require an extension of time and written notice of the extension
      is given to the Participant or Beneficiary and his representative within 60
      days
      after receiving the notice of appeal), the Committee shall furnish to the
      Participant or Beneficiary and his representative, if any, a written statement
      of the Committee’s final decision with respect to his claim, including the
      reasons for such decision and the particular Plan provisions upon which it
      is
      based.

    


    Section
      12.   The Committee and its
      Functions.

    


    12.1        Authority
      of Committee.  The Committee shall be the “plan
      administrator” within the meaning of ERISA and shall have exclusive
      responsibility and authority to control and manage the operation and
      administration of the Plan, including the interpretation and application of
      its
      provisions, except to the extent such responsibility and authority are otherwise
      specifically (i) allocated to the Bank, the Employers, or the Trustee under
      the
      Plan and Trust Agreement, (ii) delegated in writing to other persons by the
      Bank, the Employers, the Committee, or the Trustee, or (iii) allocated to other
      parties by operation of law.  The Committee shall have exclusive
      responsibility regarding decisions concerning the payment of benefits under
      the
      Plan.  The Committee shall have no investment responsibility with
      respect to the Investment Fund except to the extent, if any, specifically
      provided in the Trust Agreement.  In the discharge of its duties, the
      Committee may employ accountants, actuaries, legal counsel, and other agents
      (who also may be employed by an Employer or the Trustee in the same or some
      other capacity) and may pay their reasonable expenses and
      compensation.

    


    12.2        Identity
      of Committee.  The Committee shall consists of three or
      more individuals selected by the Chairman of the Board of the Bank.  Any
      individual, including a director, trustee, shareholder, officer, or Employee
      of
      an Employer, shall be eligible to serve as a member of the Committee. The Bank
      shall have the power to remove any individual serving on the Committee at any
      time without cause upon 10 days written notice, and any individual may resign
      from the Committee at any time upon 10 days written notice to the
      Bank.  The Bank shall notify the Trustee of any change in membership
      of the Committee.

    


    12.3        Duties
      of Committee.  The Committee shall keep whatever records
      may be necessary to implement the Plan and shall furnish whatever reports may
      be
      required from time to time by the Bank.  The Committee shall furnish
      to the Trustee whatever information may be necessary to properly administer
      the
      Trust.  The Committee shall see to the filing with the appropriate
      government agencies of all reports and returns required of the Plan under ERISA
      and other laws.

    


    
      
        
        

      

      
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    Further,
      the Committee shall have exclusive responsibility and authority with respect
      to
      the Plan’s holdings of Stock and shall direct the Trustee in all respects
      regarding the purchase, retention, sale, exchange, and pledge of
      Stock.  The Committee shall at all times act consistently with the
      Bank’s long-term intention that the Plan, as an employee stock ownership plan,
      be invested primarily in Stock.  No provision of the Plan relating to
      the allocation or vesting of any interests in the Stock Fund or the Investment
      Fund shall restrict the Committee from changing any holdings of the Trust,
      whether the changes involve an increase or a decrease in the Stock or other
      assets credited to Participants’ Accounts.  In determining the proper
      extent of the Trust’s investment in Stock, the Committee shall be authorized to
      employ investment counsel, legal counsel, appraisers, and other agents and
      to
      pay their reasonable expenses and compensation.

    


    12.4        Valuation
      of Stock.  If the valuation of any Stock is not
      established by reported trading on a generally recognized public market, the
      Committee shall have the exclusive authority and responsibility to determine
      its
      value for all purposes under the Plan, subject to the requirements of Code
      Section 401(a)(28)(C).  Such value shall be determined as of each
      Valuation Date, and on any other date as of which the Plan purchases or sells
      such Stock.  The Committee shall use generally accepted methods of
      valuing stock of similar corporations for purposes of arm’s length business and
      investment transactions, and in this connection the Committee shall obtain,
      and
      shall be protected in relying upon, the valuation of such Stock as determined
      by
      an Independent Appraiser experienced in preparing valuations of similar
      businesses.

    


    12.5        Compliance
      with ERISA.  The Committee shall perform all acts
      necessary to comply with ERISA.  Each individual member or employee of
      the Committee shall discharge his duties in good faith and in accordance with
      the applicable requirements of ERISA.

    


    12.6        Action
      by Committee.  All actions of the Committee shall be
      governed by the affirmative vote of a number of members which is a majority
      of
      the total number of members currently appointed, including
      vacancies.

    


    12.7        Execution
      of Documents.  Any instrument executed by the Committee
      shall be signed by any member or employee of the Committee.

    


    12.8       Adoption
      of Rules.  The Committee shall adopt such rules and
      regulations of uniform applicability as it deems necessary or appropriate for
      the proper administration and interpretation of the Plan.

    


    12.9       Responsibilities to
      Participants.  The Committee shall determine which
      Employees qualify to enter the Plan.  The Committee shall furnish to
      each eligible Employee whatever summary plan descriptions, summary annual
      reports, and other notices and information may be required under
      ERISA.  The Committee also shall determine when a Participant or his
      Beneficiary qualifies for the payment of benefits under the Plan.  The
      Committee shall furnish to each such Participant or Beneficiary whatever
      information is required under ERISA (or is otherwise appropriate) to enable
      the
      Participant or Beneficiary to make whatever elections may be available pursuant
      to Sections 6 and 10, and the Committee shall provide for the payment of
      benefits in the proper form and amount from the assets of the Trust
      Fund.  The Committee may decide in its sole discretion to permit
      modifications of elections and to defer or accelerate benefits to the extent
      consistent with applicable law and the best interests of the individuals
      concerned.

    


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    12.10      Alternative
      Payees in Event of Incapacity.  If the Committee finds at
      any time that an individual qualifying for benefits under this Plan is a minor
      or is incompetent, the Committee may direct the benefits to be paid, in the
      case
      of a minor, to his parents, his legal guardian, or a custodian for him under
      the
      Uniform Gifts to Minors Act, or, in the case of an incompetent, to his spouse,
      or his legal guardian, the payments to be used for the individual’s
      benefit.  The Committee and the Trustee shall not be obligated to
      inquire as to the actual use of the funds by the person receiving them under
      this Section 12.10, and any such payment shall completely discharge the
      obligations of the Plan, the Trustee, the Committee, and the Employers to the
      extent of the payment.

    


    12.11      Indemnification
      by Employers.  Except as separately agreed in writing,
      the Committee, and any member or employee of the Committee, shall be indemnified
      and held harmless by the Employer, jointly and severally, to the fullest extent
      permitted by ERISA, and subject to and conditioned upon compliance with 12
      C.F.R. Section 545.121, to the extent applicable, against any and all costs,
      damages, expenses, and liabilities reasonably incurred by or imposed upon it
      or
      him in connection with any claim made against it or him or in which it or he
      may
      be involved by reason of its or his being, or having been, the Committee, or
      a
      member or employee of the Committee, to the extent such amounts are not paid
      by
      insurance.

    


    12.12      Nonparticipation
      by Interested Member.  Any member of the Committee
      who also is a Participant in the Plan shall take no part in any determination
      specifically relating to his own participation or benefits, unless his
      abstention would leave the Committee incapable of acting on the
      matter.

    


    Section
      13.   Adoption,
      Amendment, or Termination of the Plan.

    


    13.1        Adoption
      of Plan by Other Employers.  With the consent of the
      Bank, any entity may become a participating Employer under the Plan by (i)
      taking such action as shall be necessary to adopt the Plan, (ii) becoming a
      party to the Trust Agreement establishing the Trust Fund, and (iii) executing
      and delivering such instruments and taking such other action as may be necessary
      or desirable to put the Plan into effect with respect to the entity’s
      Employees.

    


    13.2        Plan
      Adoption Subject to Qualification.  Notwithstanding any
      other provision of the Plan, the adoption of the Plan and the execution of
      the
      Trust Agreement are conditioned upon their being determined initially by the
      Internal Revenue Service to meet the qualification requirements of Section
      401(a) of the Code, so that the Employers may deduct currently for federal
      income tax purposes their contributions to the Trust and so that the
      Participants may exclude the contributions from their gross income and recognize
      income only when they receive benefits.  In the event that this Plan
      is held by the Internal Revenue Service not to qualify initially under Section
      401(a), the Plan may be amended retroactively to the earliest date permitted
      by
      U.S. Treasury Regulations in order to secure qualification under Section
      401(a).  If this Plan is held by the Internal Revenue Service not to
      qualify initially under Section 401(a) either as originally adopted or as
      amended, each Employer’s contributions to the Trust under this Plan (including
      any earnings thereon) shall be returned to it and this Plan shall be
      terminated.  In the event that this Plan is amended after its initial
      qualification and the Plan as amended is held by the Internal Revenue Service
      not to qualify under Section 401(a), the amendment may be modified retroactively
      to the earliest date permitted by U.S. Treasury Regulations in order to secure
      approval of the amendment under Section 401(a).

    


    13.3        Right
      to Amend or Terminate.  The Bank intends to continue this
      Plan as a permanent program.  However, each participating Employer
      separately reserves the right to suspend, supersede, or terminate the Plan
      at
      any time and for any reason, as it applies to that Employer’s Employees, and the
      Bank reserves the right to amend, suspend, supersede, merge, consolidate, or
      terminate the Plan at any time and for any reason, as it applies to the
      Employees of the Bank.  No amendment, suspension, supersession,
      merger, consolidation, or termination of the Plan shall (i) reduce any
      Participant’s or Beneficiary’s proportionate interest in the Trust Fund, (ii)
      reduce or restrict, either directly or indirectly, the benefit provided any
      Participant prior to the amendment, or (iii) divert any portion of the Trust
      Fund to purposes other than the exclusive benefit of the Participants and their
      Beneficiaries prior to the satisfaction of all liabilities under the
      Plan.  Moreover, there shall not be any transfer of assets to a
      successor plan or merger or consolidation with another plan unless, in the
      event
      of the termination of the successor plan or the surviving plan immediately
      following such transfer, merger, or consolidation, each participant or
      beneficiary would be entitled to a benefit equal to or greater than the benefit
      he would have been entitled to if the plan in which he was previously a
      participant or beneficiary had terminated immediately prior to such transfer,
      merger, or consolidation.  Following a termination of this Plan by the
      Bank, the Trustee shall continue to administer the Trust and pay benefits in
      accordance with the Plan as amended from time to time and the Committee’s
      instructions.

    


    
      
        
        

      

      
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    Section
      14.   Miscellaneous Provisions.

    


    14.1        Plan
      Creates No Employment Rights.  Nothing in this Plan shall
      be interpreted as giving any Employee the right to be retained as an Employee
      by
      an Employer, or as limiting or affecting the rights of an Employer to control
      its Employees or to terminate the Service of any Employee at any time and for
      any reason, subject to any applicable employment or collective bargaining
      agreements.

    


    14.2        Nonassignability
      of Benefits.  No assignment, pledge, or other
      anticipation of benefits from the Plan will be permitted or recognized by the
      Employer, the Committee, or the Trustee.  Moreover, benefits from the
      Plan shall not be subject to attachment, garnishment, or other legal process
      for
      debts or liabilities of any Participant or Beneficiary, to the extent permitted
      by law.  This prohibition on assignment or alienation shall apply to
      any judgment, decree, or order (including approval of a property settlement
      agreement) which relates to the provision of child support, alimony, or property
      rights to a present or former spouse, child or other dependent of a Participant
      pursuant to a state domestic relations or community property law, unless the
      judgment, decree, or order is determined by the Committee to be a qualified
      domestic relations order within the meaning of Section 414(p) of the Code,
      as
      more fully set forth in Section 14.12 hereof.

    


    14.3       Limit
      of Employer Liability.  The liability of the Employer
      with respect to Participants under this Plan shall be limited to making
      contributions to the Trust from time to time, in accordance with Section
      4.

    


    14.4       Treatment
      of Expenses.  All expenses incurred by the Committee and
      the Trustee in connection with administering this Plan and Trust Fund shall be
      paid by the Trustee from the Trust Fund to the extent the expenses have not
      been
      paid or assumed by the Employer or by the Trustee.

    


    14.5       Number
      and Gender.  Any use of the singular shall be interpreted
      to include the plural, and the plural the singular.  Any use of the
      masculine, feminine, or neuter shall be interpreted to include the masculine,
      feminine, or neuter, as the context shall require.

    


    14.6       Nondiversion
      of Assets.  Except as provided in Sections 5.2 and 14.12,
      under no circumstances shall any portion of the Trust Fund be diverted to or
      used for any purpose other than the exclusive benefit of the Participants and
      their Beneficiaries prior to the satisfaction of all liabilities under the
      Plan.

    


    14.7       Separability
      of Provisions.  If any provision of this Plan is held to
      be invalid or unenforceable, the other provisions of the Plan shall not be
      affected but shall be applied as if the invalid or unenforceable provision
      had
      not been included in the Plan.

    


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    14.8      Service
      of Process.  The agent for the service of process upon
      the Plan shall be the president of the Bank, or such other person as may be
      designated from time to time by the Bank.

    


    14.9      Governing
      State Law.  This Plan shall be interpreted in accordance
      with the laws of the State of Louisiana to the extent those laws are applicable
      under the provisions of ERISA.

    


    14.10     Employer
      Contributions Conditioned on Deductibility.
Employer Contributions to the Plan are conditioned
      on deductibility
      under Code Section 404.  In the event that the Internal Revenue
      Service shall determine that all or any portion of an Employer Contribution
      is
      not deductible under that Section, the nondeductible portion shall be returned
      to the Employer within one year of the disallowance of the
      deduction.

    


    14.11     Unclaimed
      Accounts.  Neither the Employer nor the
      Trustees shall be under any obligation to search for, or ascertain the
      whereabouts of, any Participant or Beneficiary.  The Employer or the
      Trustees, by certified or registered mail addressed to his last known address
      of
      record with the Employer, shall notify any Participant or Beneficiary that
      he is
      entitled to a distribution under this Plan, and the notice shall quote the
      provisions of this Section.  If the Participant or Beneficiary fails
      to claim his benefits or make his whereabouts known in writing to the Employer
      or the Trustees within seven (7) calendar years after the date of notification,
      the benefits of the Participant or Beneficiary under the Plan will be disposed
      of as follows:

    


    (a)          If
      the whereabouts of the Participant is unknown but the whereabouts of the
      Participant’s Beneficiary is known to the Trustees, distribution will be made to
      the Beneficiary.

    


    (b)           If
      the whereabouts of the Participant and his Beneficiary are unknown to the
      Trustees, the Plan will forfeit the benefit, provided that the benefit is
      subject to a claim for reinstatement if the Participant or Beneficiary make
      a
      claim for the forfeited benefit.

    


    Any
      payment made pursuant to the power herein conferred upon the Trustees shall
      operate as a complete discharge of all obligations of the Trustees, to the
      extent of the distributions so made.

    


    14.12    Qualified
      Domestic Relations Order.  Section 14.2
      shall not apply to a “qualified domestic relations order” defined in Code
      Section 414(p), and such other domestic relations orders permitted to be so
      treated under the provisions of the Retirement Equity Act of
      1984.  Further, to the extent provided under a “qualified domestic
      relations order,” a former Spouse of a Participant shall be treated as the
      Spouse or surviving Spouse for all purposes under the Plan.

    


    In
      the
      case of any domestic relations order received by the Plan:

    


    (a)          The
      Employer or the Committee shall promptly notify the Participant and any other
      alternate payee of the receipt of such order and the Plan’s procedures for
      determining the qualified status of domestic relations orders, and

    


    (b)          Within
      a reasonable period after receipt of such order, the Employer or the Committee
      shall determine whether such order is a qualified domestic relations order
      and
      notify the Participant and each alternate payee of such
      determination.  The Employer or the Committee shall establish
      reasonable procedures to determine the qualified status of domestic relations
      orders and to administer distributions under such qualified orders.

    


    During
      any period in which the issue of whether a domestic relations order is a
      qualified domestic relations order is being determined (by the Employer or
      Committee, by a court of competent jurisdiction, or otherwise), the Employer
      or
      the Committee shall segregate in a separate account in the Plan or in an escrow
      account the amounts which would have been payable to the alternate payee during
      such period if the order had been determined to be a qualified domestic
      relations order.  If within eighteen (18) months the order (or
      modification thereof) is determined to be a qualified domestic relations order,
      the Employer or the Committee shall pay the segregated amounts (plus any
      interest thereon) to the person or persons entitled thereto.  If
      within eighteen (18) months it is determined that the order is not a qualified
      domestic relations order, or the issue as to whether such order is a qualified
      domestic relations order is not resolved, then the Employer or the Committee
      shall pay the segregated amounts (plus any interest thereon) to the person
      or
      persons who would have been entitled to such amounts if there had been no
      order.  Any determination that an order is a qualified domestic
      relations order which is made after the close of the eighteen (18) month period
      shall be applied prospectively only.  The term “alternate payee” means
      any Spouse, former Spouse, child or other dependent of a Participant who is
      recognized by a domestic relations order as having a right to receive all,
      or a
      portion of, the benefit payable under a Plan with respect to such
      Participant.

    


    Section
      15.   Top-Heavy Provisions.

    


    15.1        Top-Heavy
      Plan.  This Plan is top-heavy if any of the following
      conditions exist:

    


    (a)           If
      the top-heavy ratio for this Plan exceeds sixty percent (60%) and this Plan
      is
      not part of any required aggregation group or permissive aggregation
      group;

    


    (b)           If
      this Plan is a part of a required aggregation group (but is not part of a
      permissive aggregation group) and the aggregate top-heavy ratio for the group
      of
      Plans exceeds sixty percent (60%); or

    


    (c)          If
      this Plan is a part of a required aggregation group and part of a permissive
      aggregation group and the aggregate top-heavy ratio for the permissive
      aggregation group exceeds sixty percent (60%).

    


    15.2        Super
      Top-Heavy Plan. This Plan will be a super top-heavy Plan if any of
      the following conditions exist:

    


    (a)          If
      the top-heavy ratio for this Plan exceeds ninety percent (90%) and this Plan
      is
      not part of any required aggregation group or permissive aggregation
      group.

    


    (b)          If
      this Plan is a part of a required aggregation group (but is not part of a
      permissive aggregation group) and the aggregate top-heavy ratio for the group
      of
      Plans exceeds ninety percent (90%), or

    


    (c)          If
      this Plan is a part of a required aggregation group and part of a permissive
      aggregation group and the aggregate top-heavy ratio for the permissive
      aggregation group exceeds ninety percent (90%).

    


    15.3   Definitions.

    


    In
      making this determination, the
      Committee shall use the following definitions and principles:

    


    
      
        
        

      

      
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    15.3-1  
       The “Determination Date,” with respect to the first Plan Year of any plan,
      means the last day of that Plan Year, and with respect to each subsequent Plan
      Year, means the last day of the preceding Plan Year.  If any other
      plan has a Determination Date which differs from this Plan’s Determination Date,
      the top-heaviness of this Plan shall be determined on the basis of the other
      plan’s Determination Date falling within the same calendar years as this Plan’s
      Determination Date.

    


    15.3-2  
       A “Key Employee” means any employee or former employee (including any
      deceased employee) who at any time during the plan year that includes the
      determination date was an officer of the employer having annual compensation
      greater than $130,000 (as adjusted under section 416(i)(1) of the Code for
      plan
      years beginning after December 31, 2002, a 5-percent owner of the employer,
      or a
      1-percent owner of the employer having annual compensation of more than
      $150,000.  For this purpose, annual compensation means compensation
      within the meaning of section 415(c)(3) of the Code.  The
      determination of who is a key employee will be made in accordance with section
      416(i)(1) of the Code and the applicable regulations and other guidance of
      general applicability issued thereunder.

    


    15.3-3  
       A “Non-key Employee” means an Employee who at any time during the five
      years ending on the top-heavy Determination Date for the Plan Year has received
      compensation from an Employer and who has never been a Key Employee, and the
      Beneficiary of any such Employee.

    


    15.3-4   
      A “required aggregation group” includes (a) each qualified Plan of the Employer
      in which at least one Key Employee participates in the Plan Year containing
      the
      Determination Date and (b) any other qualified Plan of the Employer which
      enables a Plan described in (a) to meet the requirements of Code Sections
      401(a)(4) and 410.  For purposes of the preceding sentence, a
      qualified Plan of the Employer includes a terminated Plan maintained by the
      Employer within the period ending on the Determination Date.  In the
      case of a required aggregation group, each Plan in the group will be considered
      a top-heavy Plan if the required aggregation group is a top-heavy
      group.  No Plan in the required aggregation group will be considered a
      top-heavy Plan if the required aggregation group is not a top-heavy
      group.  All Employers aggregated under Code Sections 414(b), (c) or
      (m) or (o) (but only after the Code Section 414(o) regulations become effective)
      are considered a single Employer.

    


    15.3-5  
      A “permissive aggregation group” includes the required aggregation group of
      Plans plus any other qualified Plan(s) of the Employer that are not required
      to
      be aggregated but which, when considered as a group with the required
      aggregation group, satisfy the requirements of Code Sections 401(a)(4) and
      410
      and are comparable to the Plans in the required aggregation group.  No
      Plan in the permissive aggregation group will be considered a top-heavy Plan
      if
      the permissive aggregation group is not a top-heavy group.  Only a
      Plan that is part of the required aggregation group will be considered a
      top-heavy Plan if the permissive aggregation group is top-heavy.

     

    15.4  Top-Heavy
      Rules of Application.

    


    For
      purposes of determining the value of Account balances and the present value
      of
      accrued benefits the following provisions shall apply:

    


    15.4-1  The
      value of Account balances and the present value of accrued benefits will be
      determined as of the most recent Valuation Date that falls within or ends with
      the twelve (12) month period ending on the Determination Date.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    15.4-2    For
      purposes of testing whether this Plan is top-heavy, the present value of an
      individual’s accrued benefits and an individual’s Account balances is counted
      only once each year.

    


    15.4-3    The
      Account balances and accrued benefits of a Participant who is not presently
      a
      Key Employee but who was a Key Employee in a Plan Year beginning on or after
      January 1, 1984 will be disregarded.

    


    15.4-4     Employer
      contributions attributable to a salary reduction or similar arrangement will
      be
      taken into account.  Employer matching contributions also shall be
      taken into account for purposes of satisfying the minimum contribution
      requirements of Section 416(c)(2) of the Code and the Plan.

    


    15.4-5    When
      aggregating Plans, the value of Account balances and accrued benefits will
      be
      calculated with reference to the Determination Dates that fall within the same
      calendar year.

    


    15.4-6    The
      present values of accrued benefits and the amounts of account balances of an
      employee as of the determination date shall be increased by the distributions
      made with respect to the employee under the plan and any plan aggregated with
      the plan under Section 416(g)(2) of the Code during the 1-year period ending
      on
      the determination date.  The preceding sentence shall also apply to
      distributions under a terminated plan which, had it not been terminated, would
      have been aggregated with the plan under Section 416(g)(2)(A)(i) of the
      Code.  In the case of a distribution made for a reason other than
      separation from service, death, or disability, this provision shall be applied
      by substituting “five (5) year period” for “one (1) year period.”

    


    15.4-7    Accrued
      benefits and Account balances of an individual shall not be taken into account
      for purposes of determining the top-heavy ratios if the individual has performed
      no services for the Employer during the one (1) year period ending on the
      applicable Determination Date.  Compensation for purposes of this
      subparagraph shall not include any payments made to an individual by the
      Employer pursuant to a qualified or non-qualified deferred compensation
      plan.

    


    15.4-8   The
      present value of the accrued benefits or the amount of the Account balances
      of
      any Employee participating in this Plan shall not include any rollover
      contributions or other transfers voluntarily initiated by the Employee except
      as
      described below.  If this Plan transfers or rolls over funds to
      another Plan in a transaction voluntarily initiated by the Employee, then this
      Plan shall count the distribution for purposes of determining Account balances
      or the present value of accrued benefits.  A transfer incident to a
      merger or consolidation of two or more Plans of the Employer (including Plans
      of
      related Employers treated as a single Employer under Code Section 414), or
      a
      transfer or rollover between Plans of the Employer, shall not be considered
      as
      voluntarily initiated by the Employee.

    


    15.5        Minimum
      Contributions.  For any Top-Heavy Year, each Employer
      shall make a special contribution on behalf of each Participant to the extent
      that the total allocations to his Account pursuant to Section 4 is less than
      the
      lesser of:

    


    (i)           three
      percent of his 415 Compensation for that year, or

    


    (ii)           the
      highest ratio of such allocation to 415 Compensation received by any Key
      Employee for that year.  For purposes of the special contribution of this
      Section 15.2, a Key Employee’s 415 Compensation shall include amounts the Key
      Employee elected to defer under a qualified 401(k) arrangement.  Such
      a special contribution shall be made on behalf of each Participant who is
      employed by an Employer on the last day of the Plan Year, regardless of the
      number of his Hours of Service, and shall be allocated to his
      Account.

    


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

    If
      the
      Employer maintains a qualified plan in addition to this Plan and more than
      one
      such plan is determined to be Top-Heavy, a minimum contribution or a minimum
      benefit shall be provided in one of such other plans, including a plan that
      consists solely of a cash or deferred arrangement which meets the requirements
      of Section 401(k)(12) of the Code and matching contributions with respect to
      which the requirements of Section 401(m)(11) of the Code are met.  If
      the Employer has both a Top-Heavy defined benefit plan and a Top-Heavy defined
      contribution plan and a minimum contribution is to be provided only in the
      defined contribution plan, then the sum of the Employer contributions and
      forfeitures allocated to the Account of each Non-key Employee shall be equal
      to
      at least five percent (5%) of such Non-key Employee’s 415 Compensation for that
      year.

    


    15.6       Top-Heavy
      Provisions Control in Top-Heavy Plan.  In the event this
      Plan becomes top-heavy and a conflict arises between the top-heavy provisions
      herein set forth and the remaining provisions set forth in this Plan, the
      top-heavy provisions shall control.

    


    


    


     

    



    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    


    FIRST
      GUARANTY BANK

    EMPLOYEE
      STOCK OWNERSHIP PLAN

    


    APPENDIX
      A

     

    MINIMUM
      DISTRIBUTION REQUIREMENTS.

     

    Section
      1. General Rules

     

    1.1.
      Adoption and Effective Date. For purposes of determining required
      minimum distributions, First Guaranty Bank adopts the following amendment to
      the
      First Guaranty Bank Employee Stock Ownership Plan for plan years beginning
      on or
      after January 1, 2003.

    


    1.2.
      Coordination with Minimum Distribution Requirements Previously in
      Effect. [Inapplicable.]

    


    1.3.
      Precedence. The requirements of this Appendix will take precedence over
      any inconsistent provisions of the Plan.

    


    1.4.
      Requirements of Treasury Regulations Incorporated. All distributions
      required under this Appendix will be determined and made in accordance with
      the
      Treasury Regulation under section 401(a)(9) of the Internal Revenue
      Code.

    


    1.5.
      TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions
      of this Appendix, distributions may be made under a designation made before
      January 1, 1984, in accordance with section 242(b)(2) of the Tax Equity and
      Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate
      to
      section 242(b)(2) of TEFRA.

    


    Section
      2. Time and Manner of Distribution.

     

    2.1.
      Required Beginning Date. The participant’s entire interest will be
      distributed, or begin to be distributed, to the participant no later than the
      participant’s required beginning date.

     

    2.2.
      Death of Participant Before Distributions Begin. If the participant
      dies before distributions begin, the participant’s entire interest will be
      distributed, or begin to be distributed, no later than as follows:

          

    
      (a)
If
        the
        participant’s surviving spouse is the participant’s sole designated beneficiary,
        then distributions to the surviving spouse will begin by December 31 of the
        calendar year immediately following the calendar year in which the participant
        died, or by December 31 of the calendar year in which the participant would
        have
        attained age 70 1/2, if later.


    

    (b)
      If
      the participant’s surviving spouse is not the participant’s sole designated
      beneficiary, then distributions to the designated beneficiary will begin by
      December 31 of the calendar year immediately following the calendar year in
      which the participant died.

    


     

    (c)
      If
      there is no designated beneficiary as of September 30 of the year following
      the
      year of the participant’s death, the participant’s entire interest will be
      distributed by December 31 of the calendar year containing the fifth anniversary
      of the participant’s death.

     

    (d)
      If
      the participant’s surviving spouse is the participant’s sole designated
      beneficiary and the surviving spouse dies after the participant but before
      distributions to the surviving spouse begin, this Section 2.2, other than
      Section 2.2(a), will apply as if the surviving spouse were the
      participant.

    


    For
      purposes of this Section 2.2 and Section 4, unless Section 2.2(d) applies,
      distributions are considered to begin on the participant’s required beginning
      date. If Section 2.2(d) applies, distributions are considered to begin on the
      date distributions are required to begin to the surviving spouse under Section
      2.2(a).

    


    Section
      3. Required Minimum Distributions During Participant’s
      Lifetime.

     

    3.1.
      Amount of Required Minimum Distribution For Each Distribution Calendar
      Year. During the participant’s lifetime, the minimum amount that will
      be distributed for each distribution calendar year is the lesser
      of:

    


    (a)
      the
      quotient obtained by dividing the participant’s account balance by the
      distribution period in the Uniform Lifetime Table set forth in section
      1.401(a)(9)-9 of the Treasury Regulations, using the participant’s age as of the
      participant’s birthday in the distribution calendar year; or

    


    (b)
      if
      the participant’s sole designated beneficiary for the distribution calendar year
      is the participant’s spouse, the quotient obtained by dividing the participant’s
      account balance by the number in the Joint and Last Survivor Table set forth
      in
      section 1.401(a)(9)-9 of the Treasury Regulations, using the participant’s and
      spouse’s attained ages as of the participant’s and spouse’s birthdays in the
      distribution calendar year.

    


    3.2.
      Lifetime Required Minimum Distributions Continue Through Year of Participant’s
      Death. Required minimum distributions will be determined under this
      Section 3 beginning with the first distribution calendar year and up to and
      including the distribution calendar year that includes the participant’s date of
      death.

     

    Section
      4. Required Minimum Distributions After Participant’s
      Death.

     

    4.1.
      Death On or After Date Distributions Begin.

     

    (a)
      Participant Survived by Designated Beneficiary. If the participant dies on
      or
      after the date distributions begin and there is a designated beneficiary, the
      minimum amount that will be distributed for each distribution calendar year
      after the year of the participant’s death is the quotient obtained by dividing
      the participant’s account balance by the longer of the remaining life expectancy
      of the participant or the remaining life expectancy of the participant’s
      designated beneficiary, determined as follows:

    


    (1)
      The
      participant’s remaining life expectancy is calculated using the age of the
      participant in the year of death, reduced by one for each subsequent
      year.

     

    (2)
      If
      the participant’s surviving spouse is the participant’s sole designated
      beneficiary, the remaining life expectancy of the surviving spouse is calculated
      for each distribution calendar year after the year of the participant’s death
      using the surviving spouse’s age as of the spouse’s birthday in that year. For
      distribution calendar years after the year of the surviving spouse’s death, the
      remaining life expectancy of the surviving spouse is calculated using the age
      of
      the surviving spouse as of the spouse’s birthday in the calendar year of the
      spouse’s death, reduced by one for each subsequent calendar year.

    


    (3)
      If
      the participant’s surviving spouse is not the participant’s sole designated
      beneficiary, the designated beneficiary’s remaining life expectancy is
      calculated using the age of the beneficiary in the year following the year
      of
      the participant’s death, reduced by one for each subsequent year.

    


    (b)
      No
      Designated Beneficiary. If the participant dies on or after the date
      distributions begin and there is no designated beneficiary as of September
      30 of
      the year after the year of the participant’s death, the minimum amount that will
      be distributed for each distribution calendar year after the year of the
      participant’s death is the quotient obtained by dividing the participant’s
      account balance by the participant’s remaining life expectancy calculated using
      the age of the participant in the year of death, reduced by one for each
      subsequent year.

     

    4.2.
      Death Before Date Distributions Begin.

     

    (a)
      Participant Survived by Designated Beneficiary. If the participant dies before
      the date distributions begin and there is a designated beneficiary, the minimum
      amount that will be distributed for each distribution calendar year after the
      year of the participant’s death is the quotient obtained by dividing the
      participant’s account balance by the remaining life expectancy of the
      participant’s designated beneficiary, determined as provided in Section
      4.1.

    


    (b)
      No
      Designated Beneficiary. If the participant dies before the date distributions
      begin and there is no designated beneficiary as of September 30 of the year
      following the year of the participant’s death, distribution of the participant’s
      entire interest will be completed by December 31 of the calendar year containing
      the fifth anniversary of the participant’s death.

     

    (c)
Death
      of
      Surviving Spouse Before Distributions to Surviving Spouse Are Required to Begin.
      If the participant dies before the date distributions begin, the participant’s
      surviving spouse is the participant’s sole designated beneficiary, and the
      surviving spouse dies before distributions are required to begin to the
      surviving spouse under Section 2.2(a), this Section 4.2 will apply as if the
      surviving spouse were the participant.

     

    Section
      5. Definitions.

     

    5.1.
      Designated beneficiary. The individual who is designated as the
      beneficiary under the Plan and is the designated beneficiary under section
      401(a)(9) of the Internal Revenue Code and section 1.401(a)(9)-1, Q&A-4, of
      the Treasury Regulations.

     

    5.2.
      Distribution calendar year. A calendar year for which a minimum
      distribution is required. For distributions beginning before the participant’s
      death, the first distribution calendar year is the calendar year immediately
      preceding the calendar year which contains the participant’s required beginning
      date. For distributions beginning after the participant’s death, the first
      distribution calendar year is the calendar year in which distributions are
      required to begin under Section 2.2. The required minimum distribution for
      the
      participant’s first distribution calendar year will be made on or before the
      participant’s required beginning date. The required minimum distribution for
      other distribution calendar years, including the required minimum distribution
      for the distribution calendar year in which the participant’s required beginning
      date occurs, will be made on or before December 31 of that distribution calendar
      year.

    


    5.3.
      Life expectancy. Life expectancy as computed by use of the Single Life
      Table in section 1.401(a)(9)-9 of the Treasury Regulations.

    


    5.4.
      Participant’s account balance. The account balance as of the last
      valuation date in the calendar year immediately preceding the distribution
      calendar year (valuation calendar year) increased by the amount of any
      contributions made and allocated or forfeitures allocated to the account balance
      as of dates in the valuation calendar year after the valuation date and
      decreased by distributions made in the valuation calendar year after the
      valuation date. The account balance for the valuation calendar year includes
      any
      amounts rolled over or transferred to the Plan either in the valuation calendar
      year or in the distribution calendar year if distributed or transferred in
      the
      valuation calendar year.

    


    5.5.
      Required beginning date. The date specified in Section 10.2-5 of the
      Plan.