exv10w10






Exhibit 10.10




FORM OF

FRATERNITY FEDERAL SAVINGS AND LOAN ASSOCIATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




Effective January 1, 2011



 









 





FRATERNITY FEDERAL SAVINGS AND LOAN ASSOCIATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




Table of Contents



	 	 	 	 	 	 	 

	ARTICLE I

	 	Introduction
	 	 	1	 
	ARTICLE II

	 	Definitions
	 	 	1	 
	ARTICLE III

	 	Eligibility and Participation
	 	 	3	 
	ARTICLE IV

	 	Benefits
	 	 	4	 
	ARTICLE V

	 	Accounts
	 	 	5	 
	ARTICLE VI

	 	Supplemental Benefit Payments
	 	 	6	 
	ARTICLE VII

	 	Claims Procedures
	 	 	7	 
	ARTICLE VIII

	 	Amendment and Termination
	 	 	8	 
	ARTICLE IX

	 	General Provisions
	 	 	8	 






 









 






ARTICLE I

INTRODUCTION




Section 1.01 Purpose, Design and Intent.





	(a)	 	The purpose of the Fraternity Federal Savings and Loan Association Supplemental Executive
Retirement Plan (the “Plan”) is to assist Fraternity Federal Savings and Loan Association (the
“Association”) in retaining the services of key employees until their retirement, to induce
such employees to use their best efforts to enhance the business of the Association and its
affiliates, and to provide certain supplemental retirement benefits to such employees, which
cannot otherwise be provided under certain tax-qualified retirement plans.
	 
	(b)	 	The Plan, in relevant part, is intended to constitute an unfunded “excess benefit plan” as
defined in Section 3(36) of the Employee Retirement Income Security Act of 1974, as amended.
In this respect, the Plan is specifically designed to provide certain key employees with
retirement benefits that would have been provided under various tax-qualified retirement plans
sponsored by the Association but for the applicable limitations placed on benefits and
contributions under such plans by various provisions of the Internal Revenue Code of 1986, as
amended.





ARTICLE II

DEFINITIONS


Section 2.01 Definitions. In this Plan, whenever the context so indicates, the singular or
the plural number and the masculine or feminine gender shall be deemed to include the other, the
terms “he,” “his,” and “him,” shall refer to a Participant or a beneficiary of a Participant, as
the case may be, and, except as otherwise provided, or unless the context otherwise requires, the
capitalized terms shall have the following meanings:



(a) “401(k) Plan” means [plan].



(b) “Applicable Limitations” means one or more of the following, as applicable:





	 	(i)	 	the maximum limitations on annual additions to a tax-qualified defined
contribution plan under Section 415(c) of the Code; and
	 
	 	(ii)	 	the maximum limitation on the annual amount of compensation that may, under
Section 401(a)(17) of the Code, be taken into account in determining contributions to
and benefits under tax-qualified plans; and
	 
	 	(iii)	 	the maximum limitations, under Section 401(k), 401(m), or 402(g) of the Code,
on pre-tax contributions that may be made to a qualified defined contribution plan.




(c) “Association” means Fraternity Federal Savings and Loan Association and its successors.



(d) “Board of Directors” means the Board of Directors of the Association.



(e) “Change in Control” means a change in control as defined in Section 409A of the Code and rules,
regulations, and guidance of general application thereunder issued by the Department of the
Treasury, including:







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	 	(i)	 	Change in ownership: a change in ownership of the Corporation occurs on
the date any one person or group accumulates ownership of Corporation stock
constituting more than 50% of the total fair market value or total voting power of
Corporation stock; or
	 
	 	(ii)	 	Change in effective control: (x) any one person or more than one person
acting as a group acquires within a 12-month period ownership of Corporation stock
possessing 30% or more of the total voting power of Corporation stock, or (y) a
majority of the Corporation’s board of directors is replaced during any 12-month period
by directors whose appointment or election is not endorsed in advance by a majority of
the Corporation’s board of directors; or
	 
	 	(iii)	 	Change in ownership of a substantial portion of assets: a change in
ownership of a substantial portion of the Corporation’s assets occurs if in a 12-month
period any one person or more than one person acting as a group acquires from the
Corporation assets having a total gross fair market value equal to or exceeding 40% of
the total gross fair market value of all of the Corporation’s assets immediately before
the acquisition or acquisitions. For this purpose, gross fair market value means the
value of the Corporation’s assets, or the value of the assets being disposed of,
determined without regard to any liabilities associated with the assets.




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



(g) “Committee” means the person(s) designated by the Board of Directors, pursuant to Section 9.02
of the Plan, to administer the Plan.



(h) “Common Stock” means the common stock of the Corporation.



(i) “Corporation” means Fraternity Community Bancorp, Inc. and its successors.



(j) “Eligible Individual” means any Employee who participates in the ESOP or 401(k) Plan, as the
case may be, and whom the Board of Directors determines is one of a “select group of management or
highly compensated employees,” as such phrase is used for purposes of Sections 101, 201, and 301 of
ERISA.



(k) “Employee” means any person employed by the Association or an Affiliate.



(l) “Employer” means the Association or Affiliate thereof that employs the Employee.



(m) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.



(n) “ESOP” means the Fraternity Federal Savings and Loan Association Employee Stock Ownership Plan,
as amended from time to time.



(o) “ESOP Acquisition Loan” means a loan or other extension of credit incurred by the trustee of
the ESOP in connection with the purchase of Common Stock on behalf of the ESOP.



(p) “ESOP Valuation Date” means any day as of which the investment experience of the trust fund of
the ESOP is determined and individuals’ accounts under the ESOP are adjusted accordingly.



(q) “Effective Date” means January 1, 2011.







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(r) “Participant” means an Eligible Employee who is entitled to benefits under the Plan.



(s) “Plan” means this Fraternity Federal Savings and Loan Association Supplemental Executive
Retirement Plan, as amended from time to time.



(t) “Separation from Service” means a termination of a Participant’s services (whether as an
employee or as an independent contractor) to the Association. Whether a Separation from Service
has occurred shall be determined in accordance with the requirements of Section 409A of the Code
based on whether the facts and circumstances indicate that the Association and the Participant
reasonably anticipated that no further services would be performed after a certain date or that the
level of bona fide services the Participant would performed after a certain date or (whether as an
employee or as an independent contractor) would permanently decrease to no more than twenty percent
(20%) of the average level of bona fide services performed (whether as an employee or an
independent contractor) over the immediately preceding thirty-six (36) month period.



(u) “Supplemental ESOP Account” means an account established by an Employer, pursuant to Section
5.01 of the Plan, with respect to a Participant’s Supplemental ESOP Benefit.



(v) “Supplemental ESOP Benefit” means the benefit credited to a Participant pursuant to Section
4.01 of the Plan.



(w) “Supplemental Savings Account” means an account established by an Employer, pursuant to Section
5.03 of the Plan, with respect to a Participant’s Supplemental Savings Benefit.



(x) “Supplemental Savings Benefit” means the benefit credited to a Participant pursuant to Section
4.03 of the Plan.



(y) “Supplemental Stock Ownership Account” means an account established by an Employer, pursuant to
Section 5.02 of the Plan, with respect to a Participant’s Supplemental Stock Ownership Benefit.



(z) “Supplemental Stock Ownership Benefit” means the benefit credited to a Participant pursuant to
Section 4.02 of the Plan.




ARTICLE III

ELIGIBILITY AND PARTICIPATION




Section 3.01 Eligibility and Participation.





	(a)	 	Each Eligible Employee may participate in the Plan. An Eligible Employee shall become a
Participant in the Plan upon designation as such by the Board of Directors. An Eligible
Employee whom the Board of Directors designates as a Participant in the Plan shall commence
participation as of the date established by the Board of Directors. The Board of Directors
shall establish an Eligible Employee’s date of participation at the same time it designates
the Eligible Employee as a Participant in the Plan.
	 
	(b)	 	The Board of Directors may, at any time, designate an Eligible Employee as a Participant for
any or all supplemental benefits provided for under Article IV of the Plan.




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ARTICLE IV

BENEFITS




Section 4.01 Supplemental ESOP Benefit.



As of the last day of each plan year of the ESOP, the Employer shall credit the Participant’s
Supplemental ESOP Account with a Supplemental ESOP Benefit equal to the excess of (a) over (b),
where:





	(a)	 	Equals the annual contributions made by the Employer and/or the number of shares of Common
Stock released for allocation in connection with the repayment of an ESOP Acquisition Loan
that would otherwise be allocated to the accounts of the Participant under the ESOP for the
applicable plan year, if the provisions of the ESOP were administered without regard to any of
the Applicable Limitations; and
	 
	(b)	 	Equals the annual contributions made by the Employer and/or the number of shares of common
stock released for allocation in connection with the repayment of an ESOP Acquisition Loan
that are actually allocated to the accounts of the Participant under the provisions of the
ESOP for that particular plan year, after giving effect to any reduction of such allocation
required by any of the Applicable Limitations.





Section 4.02 Supplemental Stock Ownership Benefit.





	(a)	 	Upon a Change in Control, the Employer shall credit to the Participant’s Supplemental Stock
Ownership Account a Supplemental Stock Ownership Benefit equal to (i) less (ii), the result of
which is multiplied by (iii), where:






	 	(i)	 	Equals the total number of shares of Common Stock acquired with the proceeds of
all ESOP Acquisition Loans (together with any dividends, cash proceeds, or other medium
related to such ESOP Acquisition Loans) that would have been allocated or credited for
the benefit of the Participant under the ESOP and/or this Plan, as the case may be, had
the Participant continued in the employ of the Employer through the first ESOP
Valuation Date following the last scheduled payment of principal and interest on all
ESOP Acquisition Loans outstanding at the time of the Change in Control; and
	 
	 	(ii)	 	Equals the total number of shares of Common Stock acquired with the proceeds of
all ESOP Acquisition Loans (together with any dividends, cash proceeds, or other medium
related to such ESOP Acquisition Loans) and allocated for the benefit of the
Participant under the ESOP and/or this Plan, as the case may be, as of the first ESOP
Valuation Date following the Change in Control; and
	 
	 	(iii)	 	Equals the fair market value of the Common Stock immediately preceding the
Change in Control.






	(b)	 	For purposes of clause (i) of subsection (a) of this Section 4.02, the total number of shares
of Common Stock shall be determined by multiplying the sum of (i) and (ii) by (iii), where:






	 	(i)	 	Equals the average of the total shares of Common Stock acquired with the
proceeds of an ESOP Acquisition Loan and allocated for the benefit of the Participant
under the ESOP as of the three most recent ESOP Valuation Dates preceding the Change in
Control (or lesser number if the Participant has not participated in the ESOP for three
full years);




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	 	(ii)	 	Equals the average number of shares of Common Stock credited to the
Participant’s Supplemental ESOP Account for the three most recent plan years of the
ESOP (such that the three most recent plan years coincide with the three most recent
ESOP Valuation Dates referred to in (i) above); and
	 
	 	(iii)	 	Equals the original number of scheduled annual payments on the ESOP
Acquisition Loan.





Section 4.03 Supplemental Savings Benefit.



A Participant’s Supplemental Savings Benefit under the Plan shall be equal to the excess of (a)
over (b), where:





	(a)	 	is the sum of the matching contributions and other contributions of the Employer that would
otherwise be allocated to an account of the Participant under the 401(k) Plan for a particular
year, if the provisions of the 401(k) Plan were administered without regard to any of the
Applicable Limitations; and
	 
	(b)	 	is the sum of the matching contributions and other contributions of the Employer that are
actually allocated on account of the Participant under the provisions of the 401(k) Plan for
that particular year, after giving effect to any reduction of such allocation required by any
of the Applicable Limitations.





ARTICLE V

ACCOUNTS




Section 5.01 Supplemental ESOP Benefit Account.



For each Participant who is credited with a benefit pursuant to Section 4.01 of the Plan, the
Employer shall establish, as a memorandum account on its books, a Supplemental ESOP Account. Each
year, the Committee shall credit to the Participant’s Supplemental ESOP Account the amount of
benefits determined under Section 4.01 of the Plan for that year. The Committee shall credit the
account with an amount equal to the appropriate number of shares of Common Stock or other medium of
contribution that would have otherwise been made to the Participant’s accounts under the ESOP but
for the limitations imposed by the Code. Shares of Common Stock shall be valued under this Plan in
the same manner as under the ESOP. Cash contributions credited to a Participant’s Supplemental
ESOP Account shall be credited annually with interest at a rate equal to the combined weighted
return provided to the Participant’s non-stock accounts under the ESOP.




Section 5.02 Supplemental Stock Ownership Account.



The Employer shall establish, as a memorandum account on its books, a Supplemental Stock Ownership
Account. Upon a Change in Control, the Committee shall credit to the Participant’s Supplemental
Stock Ownership Account the amount of benefits determined under Section 4.02 of the Plan. The
Committee shall credit the account with an amount equal to the appropriate number of shares of
Common Stock or other medium of contribution that would have otherwise been made to the
Participant’s accounts under the ESOP. Shares of Common Stock shall be valued under this Plan in
the same manner as under the ESOP. Cash contributions credited to a Participant’s Supplemental
Stock Ownership Account shall be credited annually with interest at a rate equal to the combined
weighted return provided to the Participant’s non-stock accounts under the ESOP.







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Section 5.03 Supplemental Savings Account.



The Employer shall establish a memorandum account on its books, a Supplemental Savings Account, for
each Participant, and each year the Committee will credit the amount of contributions determined
under Section 4.03 of the Plan. Contributions credited to a Participant’s Supplemental Savings
Account shall be credited monthly with interest at a rate equal to the combined weighted return
provided to the Participant’s account(s) under the 401(k) Plan.




ARTICLE VI

SUPPLEMENTAL BENEFIT PAYMENTS




Section 6.01 Payment of Supplemental ESOP Benefit.





	(a)	 	A Participant’s Supplemental ESOP Benefit shall be paid to the Participant or, in the event
of the Participant’s death, to his beneficiary (as designated on a form acceptable to the
Employer), in a single lump sum cash payment as soon as administratively practicable, but in
no event not later than sixty (60) days, following the Participant’s Separation from Service.
	 
	(b)	 	A Participant shall have a non-forfeitable right to the Supplemental ESOP Benefit credited to
him under this Plan in the same percentage as he has with respect to benefits allocated to him
under the ESOP at the time the benefits become distributable to him under the ESOP.





Section 6.02 Payment of Supplemental Stock Ownership Benefit.





	(a)	 	A Participant’s Supplemental Stock Ownership Benefit shall be paid to the Participant or, in
the event of the Participant’s death, to his beneficiary (as designated on a form acceptable
to the Employer), in a single lump sum cash payment as soon as administratively practicable,
but in no event not later than sixty (60) days, following the Participant’s Separation from
Service.
	 
	(b)	 	A Participant shall always have a fully non-forfeitable right to the Supplemental Stock
Ownership Benefit credited to him under this Plan.





Section 6.03 Payment of Supplemental Savings Benefit.





	(a)	 	A Participant’s Supplemental Savings Benefit shall be paid to the Participant or, in the
event of the Participant’s death, to his beneficiary (as designated on a form acceptable to
the Employer) in a single sum cash payment, as soon as administratively practicable, but in no
event not later than sixty (60) days, following the Participant’s Separation from Service.
	 
	(b)	 	A Participant shall have a non-forfeitable right to his Supplemental Savings Benefit under
this Plan in the same percentage as he has to any matching contributions under the 401(k) Plan
at the time of his Separation from Service.





Section 6.04 Payment to Specified Employees.



Notwithstanding anything in Article VI, if when a Separation from Service occurs the Participant is
a “specified employee” within the meaning of Section 409A of the Code, the benefit shall be paid to
the Participant in a single lump sum cash payment without interest on the first business day of the
seventh (7th) month after which the Participant incurs a Separation from Service.







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ARTICLE VII

CLAIMS PROCEDURES




Section 7.01 Claims Reviewer.



For purposes of handling claims with respect to this Plan, the “Claims Reviewer” shall be the
Committee, unless the Committee designates another person or group of persons as Claims Reviewer.




Section 7.02 Claims Procedure.





	(a)	 	An initial claim for benefits under the Plan must be made by the Participant or his
beneficiary or beneficiaries in accordance with the terms of this Section 7.02.
	 
	(b)	 	Not later than ninety (90) days after receipt of such a claim, the Claims Reviewer will
render a written decision on the claim to the claimant, unless special circumstances require
the extension of such 90-day period. If such extension is necessary, the Claims Reviewer
shall provide the Participant or the Participant’s beneficiary or beneficiaries with written
notification of such extension before the expiration of the initial 90-day period. Such
notice shall specify the reason or reasons for the extension and the date by which a final
decision can be expected. In no event shall such extension exceed a period of ninety (90)
days from the end of the initial 90-day period.
	 
	(c)	 	In the event the Claims Reviewer denies the claim of a Participant or any beneficiary in
whole or in part, the Claims Reviewer’s written notification shall specify, in a manner
calculated to be understood by the claimant, the reason for the denial; a reference to the
Plan or other document or form that is the basis for the denial; a description of any
additional material or information necessary for the claimant to perfect the claim; an
explanation as to why such information or material is necessary; and an explanation of the
applicable claims procedure.
	 
	(d)	 	Should the claim be denied in whole or in part and should the claimant be dissatisfied with
the Claims Reviewer’s disposition of the claimant’s claim, the claimant may have a full and
fair review of the claim by the Committee upon written request submitted by the claimant or
the claimant’s duly authorized representative and received by the Committee within sixty (60)
days after the claimant receives written notification that the claimant’s claim has been
denied. In connection with such review, the claimant or the claimant’s duly authorized
representative shall be entitled to review pertinent documents and submit the claimant’s views
as to the issues, in writing. The Committee shall act to deny or accept the claim within
sixty (60) days after receipt of the claimant’s written request for review unless special
circumstances require the extension of such 60-day period. If such extension is necessary,
the Committee shall provide the claimant with written notification of such extension before
the expiration of such initial 60-day period. In all events, the Committee shall act to deny
or accept the claim within one hundred and twenty (120) days of the receipt of the claimant’s
written request for review. The action of the Committee shall be in the form of a written
notice to the claimant and its contents shall include all of the requirements for action on
the original claim.
	 
	(e)	 	In no event may a claimant commence legal action for benefits the claimant believes are due
the claimant until the claimant has exhausted all of the remedies and procedures afforded the
claimant by this Article VII.




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ARTICLE VIII

AMENDMENT AND TERMINATION




Section 8.01 Amendment of the Plan.



The Association may from time to time and at any time amend the Plan; provided, however, that such
amendment may not adversely affect the rights of any Participant or beneficiary with respect to any
benefit under the Plan to which the Participant or beneficiary may have previously become entitled
prior to the effective date of such amendment without the consent of the Participant or
beneficiary. The Committee shall be authorized to make minor or administrative changes to the
Plan, as well as amendments required by applicable federal or state law (or authorized or made
desirable by such statutes); provided, however, that such amendments must subsequently be ratified
by the Board of Directors.




Section 8.02 Termination of the Plan.



The Association may terminate the Plan at any time; provided, however, that such termination may
not adversely affect the rights of any Participant or beneficiary with respect to any benefit under
the Plan to which the Participant or beneficiary may have previously become entitled prior to the
effective date of such termination without the consent of the Participant or beneficiary. Any
amounts credited to the supplemental accounts of any Participant shall remain subject to the
provisions of the Plan and no distribution of benefits shall be accelerated because of termination
of the Plan.




ARTICLE IX

GENERAL PROVISIONS



Section 9.01 Unfunded, Unsecured Promise to Make Payments in the Future.



The right of a Participant or any beneficiary to receive a distribution under this Plan shall be an
unsecured claim against the general assets of the Association or its Affiliates, and neither a
Participant, nor his designated beneficiary or beneficiaries, shall have any rights in or against
any amount credited to any account under this Plan or any other assets of the Association or an
Affiliate. The Plan at all times shall be considered entirely unfunded both for tax purposes and
for purposes of Title I of ERISA. Any funds invested hereunder shall continue for all purposes to
be part of the general assets of the Association or an Affiliate and available to its general
creditors in the event of bankruptcy or insolvency. Accounts under this Plan and any benefits
which may be payable pursuant to this Plan are not subject in any manner to anticipation, sale,
alienation, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of a
Participant or a Participant’s beneficiary. The Plan constitutes a mere promise by the Association
or Affiliate to make benefit payments in the future. No interest or right to receive a benefit may
be taken, either voluntarily or involuntarily, for the satisfaction of the debts of, or other
obligations or claims against, such Participant or beneficiary, including claims for alimony,
support, separate maintenance and claims in bankruptcy proceedings.




Section 9.02 Committee as Plan Administrator.





	(a)	 	The Plan shall be administered by the Committee designated by the Board of Directors of the
Association.
	 
	(b)	 	The Committee shall have the authority, duty and power to interpret and construe the
provisions of the Plan as it deems appropriate. The Committee shall have the duty and
responsibility of maintaining records, making the requisite calculations and disbursing the
payments hereunder. In




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	 	 	addition, the Committee shall have the authority and power to delegate any of its
administrative duties to employees of the Association or an Affiliate, as they may deem
appropriate. The Committee shall be entitled to rely on all tables, valuations,
certificates, opinions, data and reports furnished by any actuary, accountant, controller,
counsel or other person employed or retained by the Association with respect to the Plan.
The interpretations, determinations, regulations and calculations of the Committee shall be
final and binding on all persons and parties concerned.





Section 9.03 Expenses.



Expenses of administration of the Plan shall be paid by the Association or an Affiliate.




Section 9.04 Statements.



The Committee shall furnish individual annual statements of accrued benefits to each Participant,
or current beneficiary, in such form as determined by the Committee or as required by law.




Section 9.05 Rights of Participants and Beneficiaries.





	(a)	 	The sole rights of a Participant or beneficiary under this Plan shall be to have this Plan
administered according to its provisions and to receive whatever benefits he may be entitled
to hereunder.
	 
	(b)	 	Nothing in the Plan shall be interpreted as a guaranty that any funds in any trust which may
be established in connection with the Plan or assets of the Association or an Affiliate will
be sufficient to pay any benefit hereunder.
	 
	(c)	 	The adoption and maintenance of this Plan shall not be construed as creating any contract of
employment or service between the Association or an Affiliate and any Participant or other
individual. The Plan shall not affect the right of the Association or an Affiliate to deal
with any Participants in employment or service respects, including their hiring, discharge,
compensation, and other conditions of employment or service.





Section 9.06 Incompetent Individuals.



The Committee may, from time to time, establish rules and procedures which it determines to be
necessary for the proper administration of the Plan and the benefits payable to a Participant or
beneficiary in the event that such Participant or beneficiary is declared incompetent and a
conservator or other person is appointed and legally charged with that Participant’s or
beneficiary’s care. Except as otherwise provided for herein, when the Committee determines that
such Participant or beneficiary is unable to manage his financial affairs, the Committee may pay
such Participant’s or beneficiary’s benefits to such conservator, person legally charged with such
Participant’s or beneficiary’s care, or institution then contributing toward or providing for the
care and maintenance of such Participant or beneficiary. Any such payment shall constitute a
complete discharge of any liability of the Association or an Affiliate and the Plan for such
Participant or beneficiary.




Section 9.07 Sale, Merger or Consolidation of the Association.



The Plan may be continued after a sale of assets of the Association, or a merger or consolidation
of the Association into or with another corporation or entity only if, and to the extent that, the
transferee, purchaser or successor entity agrees to continue the Plan. Additionally, upon a
merger, consolidation or other Change in Control, any amounts credited to Participant’s deferral
accounts shall be placed in a


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grantor trust to the extent not already in such a trust. In the event that the Plan is not
continued by the transferee, purchaser or successor entity, then the Plan shall be terminated
subject to the provisions of Section 8.02 of the Plan. Any legal fees incurred by a Participant in
determining benefits to which such Participant is entitled under the Plan following a sale, merger,
or consolidation of the Association or an Affiliate of which the Participant is an Employee or, if
applicable, a member of the Board of Directors, shall be paid by the resulting or succeeding
entity.




Section 9.08 Location of Participants.



Each Participant shall keep the Association informed of his current address and the current address
of his designated beneficiary or beneficiaries. The Association shall not be obligated to search
for any person. If such person is not located within three (3) years after the date on which
payment of the Participant’s benefits payable under this Plan may first be made, payment may be
made as though the Participant or his beneficiary had died at the end of such three-year period.




Section 9.09 Liability of the Association and its Affiliates.



Notwithstanding any provision herein to the contrary, neither the Association nor any individual
acting as an employee or agent of the Association shall be liable to any Participant, former
Participant, beneficiary, or any other person for any claim, loss, liability or expense incurred in
connection with the Plan, unless attributable to fraud or willful misconduct on the part of the
Association or any such employee or agent of the Association.




Section 9.10 Governing Law.



All questions pertaining to the construction, validity and effect of the Plan shall be determined
in accordance with the laws of the United States and, to the extent not preempted by such laws, by
the laws of the State of Maryland.




[Signature page follows]







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This Plan has been approved and adopted by the Board of Directors of the Association and is
effective as of January 1, 2011.




	 	 	 	 	 	 	 	 	 
	Attest:	 	 	 	FRATERNITY FEDERAL SAVINGS AND	 	 
	 	 	 	 	LOAN ASSOCIATION	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 


	 	 	 	 	 	 

For the entire of Board of Directors
	 	 







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