exv10w10



 







Exhibit 10.10




Tierone Corporation Employee Stock Ownership Plan

Amended And Restated Supplemental Executive Retirement Plan




     This Amended and Restated Supplemental Executive Retirement Plan (“Plan”) of TierOne
Corporation (the “Corporation”) and TierOne Bank (the “Bank”) is adopted effective as of July 27,
2006 (the “Effective Date”). The Plan as amended and restated shall in all respects be subject to
the provisions set forth herein. The Plan was originally established by the Corporation and the
Bank effective as of October 1, 2002 for the purpose of permitting one or more of its officers
listed in Appendix A attached hereto who participate in the TierOne Corporation Employee Stock
Ownership Plan (the “ESOP”) to receive allocations representing shares of common stock of the
Corporation pursuant to this Plan in excess of the number of shares of common stock of the
Corporation which are allocable to their accounts within the ESOP under the limitations imposed by
Sections 401(a)(17) and 415 of the Internal Revenue Code of 1986, as amended, and any regulations
relating thereto (the “Code”).



     This Plan is being amended and restated to comply with the requirements of Section 409A of the
Code, including the guidance issued to date by the Internal Revenue Service (the “IRS”) and the
proposed regulations issued by the IRS in the fall of 2005. No benefits payable under this Plan
shall be deemed to be grandfathered for purposes of Section 409A of the Code.



     The Plan shall at all times be characterized as a “top hat” plan of deferred compensation
maintained for a select group of management or highly compensated employees, as described under
Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as
amended, and any regulations relating thereto (“ERISA”). The Plan has been and shall continue to
be operated in compliance with Section 409A of the Code. The Plan is an unfunded plan for tax
purposes. The provisions of the Plan shall be construed to effectuate such intentions.



     Accordingly, the Corporation and the Bank hereby adopt this amended and restated Plan pursuant
to the terms and provisions set forth below:



ARTICLE I




DEFINITIONS




     In addition to those terms defined above, the following terms shall have the meanings
hereinafter set forth whenever used herein:



     1.1. “Board” means the Board of Directors of the Corporation and the Bank.



     1.2. “Change of Control” means a change in the ownership of the Corporation or the Bank, a
change in the effective control of the Corporation or the Bank or a change in the ownership of a
substantial portion of the assets of the Corporation or the Bank as provided under Section 409A of
the Code and the regulations thereunder.



 









 





     1.3. “Corporation Common Stock” means shares of common stock of the Corporation.



     1.4. “Disability” means in the case of any Participant that the Participant: (i) is unable to
engage in any substantial gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months, receiving income replacement benefits for a
period of not less than three months under an accident and health plan covering employees of the
Bank or Corporation.



     1.5. “ESOP Allocation” means the number of shares allocable to the individual account of a
Participant in the ESOP pursuant to Article IV of the ESOP.



     1.6. “Participant” means a salaried employee of the Corporation and/or the Bank who is a
participant in the ESOP, who is a member of a select group of management or highly compensated
employees within the meaning of Section 201 (2) of ERISA and who is selected by the Board to
participate in the Plan in accordance with Article II hereof.



     1.7. “Plan Year” means the 12-consecutive-month period ending December 31 of each year, except
that the initial Plan Year shall commence on October 1, 2002 and end on December 31, 2002.



     1.8. “Retirement” means the voluntary termination of the Participant’s employment with the
Bank on or after the date the Participant reaches age 65 in a manner which constitutes a Separation
from Service.



     1.9. “Separation from Service” means separation from service within the meaning of Section
409A of the Code and the regulations thereunder.



     1.10. “Stock Unit” means a bookkeeping unit used for the purpose of crediting amounts to the
account of a Participant, with each such Stock Unit being equivalent to one share of Corporation
Common Stock.



     1.11. “Supplemental ESOP Allocation” shall mean the number of Stock Units allocated to a
Participant’s account pursuant to Section 3.1 of the Plan.



     1.12. Words in the masculine gender shall include the feminine and the singular shall include
the plural, and vice versa, unless qualified by the context. Any headings used herein are included
for ease of reference only, and are not to be construed so as to alter the terms hereof.



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ARTICLE II




ELIGIBILITY




     A salaried employee of the Corporation and/or the Bank who is eligible to receive the benefit
of an ESOP Allocation, the total amount of which is reduced by reason of the limitation on
compensation or annual additions for the purpose of calculating allocations pursuant to Sections
401(a)(17) and 415 of the Code, shall be eligible to be selected by the Board of Directors of the
Corporation and the Bank to participate in the Plan.



ARTICLE III




SUPPLEMENTAL CONTRIBUTIONS




     3.1. Supplemental ESOP Allocation.



     A Participant in the Plan shall receive a Supplemental ESOP Allocation of Stock Units each
year effective as of the last day of the Plan Year. The number of Stock Units allocable to a
Participant with respect to a given Plan Year shall be calculated as set forth below:




     (a) The Corporation Common Stock which would have been allocated to the Participant for
the Plan Year, as determined by Article IV of the ESOP but without giving effect to the
limitations imposed by Sections 401(a)(17) and 415 of the Code for the Plan Year;



     LESS




     (b) The Corporation Common Stock actually allocated to the account of the Participant
in the ESOP for the Plan Year.


Supplemental ESOP Allocations made for the benefit of a Participant for any Plan Year shall be
credited to an account maintained under the Plan in the name of each Participant (the “Deferred
Account”).




ARTICLE IV




INVESTMENT OF SUPPLEMENTAL ESOP ALLOCATIONS




     Amounts credited hereunder to the account of a Participant shall be treated as if they were
actually invested in the ESOP account of the Participant and shall be credited with gains and
losses at the same time and in the same manner as is applicable to amounts invested in the ESOP
account of such Participant. A change by a Participant in the investment election applicable to
amounts in his ESOP account will be effective at the same time that such change is applicable to
his ESOP account, except as set forth below. Amounts deemed to be credited in



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Corporation Common Stock under this Plan (i) may not be diversified, (ii) must remain at all times
credited with units that represent Corporation Common Stock; and (iii) must be distributed solely
in the form of Corporation Common Stock.




ARTICLE V




VESTING; DISTRIBUTIONS




     5.1. Vesting. The vested portion of a Participant’s account shall be a percentage
of the total amount credited to the account determined on the basis of the Participant’s number of
“Years of Service” (as defined in Section 1.55 (or any successor thereto) of the ESOP) according to
the following schedule:



	 	 	 	 	 
	Years of Service	 	Vested Percentage
	Less than 5
	 	 	0	%
	5 or more
	 	 	100	%






     In determining Years of Service for purposes of vesting under the Plan, Years of Service with
the Bank prior to January 1, 2002 shall be included.



     Notwithstanding the above vesting schedule, a Participant shall be 100% vested in his account
upon (1) attainment of “Early or Normal Retirement Age” (as defined in Sections 1.13 and 1.36 (or
any successor thereto) of the ESOP); (2) Disability; (3) termination or partial termination of this
Plan; or (4) a Change of Control.



     5.2 Distribution of Account Balances.



          (a) General. The vested portion of amounts credited to a Participant’s account may
not be distributed prior to (1) the Participant’s Disability or death, (2) the first day of the
month following the lapse of six months after the Participant’s Separation from Service for reasons
other than Disability or death, (3) the specific post-Retirement date set forth in the
Participant’s payment election form, or (4) a Change of Control. The vested portion of amounts
credited to a Participant’s account shall be distributed to a Participant at the time and in the
manner indicated on the Participant’s payment election form (a copy of which is attached as
Appendix B). The form of benefit payment may be in a single lump sum payment or in annual
installment payments for up to ten years, as specified on a Participant’s payment election form.
If the benefits are to be paid in annual installments, the first annual installment shall be paid
on or as soon as practicable following the payment event selected by the Participant (subject to
the six-month delay required above if the payment event is a Separation from Service), and all
subsequent annual payments shall be paid on the annual anniversary date of the first payment.




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          (b) Amount of Each Annual Installment. The dollar amount of each annual installment
paid to a Participant or his or her Beneficiaries shall be determined by multiplying the value of
the Participant’s Deferral Account as of the close of business on the day preceding such payment by
a fraction. The numerator of the fraction shall in all cases be one, and the denominator of the
fraction shall be the number of annual installments remaining to be paid to the Participant or his
or her Beneficiaries, including the annual installment for which the calculation is being made. For
example, if a Participant elected to receive 10 annual installments, the amount of the first annual
installment shall be 1/10th of the Participant’s Deferral Account, the second annual
installment shall be 1/9th of the then remaining Deferral Account, and so on.




          (c) Prior Elections. Any payment elections made by a Participant before January 1,
2005 shall continue in effect until such time as the Participant makes a subsequent payment
election pursuant to Section 5.2(d) below and such payment election becomes effective as set forth
below. If no payment election was previously made, then the current payment election shall be
deemed to be a lump sum payment as of the first day of the month following the lapse of six months
after a Separation of Service.




          (d) Transitional Elections in 2006. On or before December 31, 2006, if a Participant
wishes to change his payment election, the Participant may do so by completing a payment election
form approved by the Bank, provided that any such election (1) must be made at least 12 months
before the date on which benefit payments are scheduled to commence, (2) must be made while the
Participant is an active employee of the Company or one of its subsidiaries, (3) shall not take
effect before the date that is 12 months after the date the election is made and accepted by the
Bank, (4) does not cause a payment that would otherwise be made in 2006 to be delayed to a later
year, and (5) does not accelerate into 2006 a payment that is otherwise scheduled to be made in a
later year.




          (e) Subsequent Payment Elections. A Participant may not change his payment election
on or after January 1, 2007.




          (f) Payments Following the Participant’s Death. If a Participant should die before
distribution of the entire vested portion of his account pursuant to the Plan has been made to him,
any remaining vested amounts shall be distributed to his beneficiary in the method designated by
the Participant in writing delivered to the Bank prior to his death. If a Participant has not
designated a beneficiary, or if no designated beneficiary is living on the date of distribution,
such vested amounts shall be distributed to those persons entitled to receive distributions of the
Participant’s account under the ESOP. If a Participant has not designated a method of
distribution, then the vested portion of his account shall be paid in a lump sum as soon as
practicable following the date of his death.




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ARTICLE VI




ADMINISTRATION OF THE PLAN




     6.1. Administration by the Corporation and the Bank. The Corporation and the Bank
shall be responsible for the general operation and administration of the Plan and for carrying out
the provisions thereof.



     6.2. General Powers of Administration. All provisions set forth in the ESOP with
respect to the administrative powers and duties of the Corporation and the Bank, expenses of
administration, and procedures for filing claims shall also be applicable with respect to the Plan.



ARTICLE VII




CLAIMS PROCEDURES




     7.1 Scope of Claims Procedures. This Article is based on final regulations issued by
the Department of Labor and published in the Federal Register on November 21, 2000 and codified at
29 C.F.R. Section 2560.503-1. If any provision of this Article conflicts with the requirements of
those regulations, the requirements of those regulations will prevail.



     7.2 Initial Claim. The Participant or any beneficiary who believes he or she is
entitled to any benefit under the Plan (a “Claimant”) may file a claim with the Bank. The Bank
shall review the claim itself or appoint an individual or an entity to review the claim.



          (a) Initial Decision. The Claimant shall be notified within ninety (90) days after
the claim is filed whether the claim is allowed or denied, unless the Claimant receives written
notice from the Bank or appointee of the Bank prior to the end of the ninety (90) day period
stating that special circumstances require an extension of the time for decision, such extension
not to extend beyond the day which is one hundred eighty (180) days after the day the claims is
filed.




          (b) Manner and Content of Denial of Initial Claims. If the Bank denies a claim, it
must provide to the Claimant, in writing or by electronic communication:





	 	(i)	 	The specific reasons for the denial;
	 
	 	(ii)	 	A reference to the provision of the Plan upon which the denial
is based;
	 
	 	(iii)	 	A description of any additional information or material that
the Claimant must provide in order to perfect the claim;
	 
	 	(iv)	 	An explanation of why such additional material or information
is necessary;




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	 	(v)	 	Notice that the Claimant has a right to request a review of the
claim denial and information on the steps to be taken if the Claimant wishes to
request a review of the claim denial; and
	 
	 	(vi)	 	A statement of the Participant’s right to bring a civil action
under Section 502(a) of ERISA following a denial on review of the initial
denial.





7.3 Review Procedures.




          (a) Request For Review. A request for review of a denied claim must be made in
writing to the Bank within sixty (60) days after receiving notice of denial. The decision upon
review will be made within sixty (60) days after the Bank’s receipt of a request for review, unless
special circumstances require an extension of time for processing, in which case a decision will be
rendered not later than one hundred twenty (120) days after receipt of a request for review. A
notice of such an extension must be provided to the Claimant within the initial sixty (60) day
period and must explain the special circumstances and provide an expected date of decision.




          The reviewer shall afford the Claimant an opportunity to review and receive, without charge,
all relevant documents, information and records and to submit issues and comments in writing to the
Bank. The reviewer shall take into account all comments, documents, records and other information
submitted by the Claimant relating to the claim regardless of whether the information was submitted
or considered in the initial benefit determination.




          (b) Manner and Content of Notice of Decision on Review. Upon completion of its review
of an adverse claim determination, the Bank will give the Claimant, in writing or by electronic
notification, a notice containing:





	 	(i)	 	its decision;
	 
	 	(ii)	 	the specific reasons for the decision;
	 
	 	(iii)	 	the relevant provisions of the Plan on which its decision is
based;
	 
	 	(iv)	 	a statement that the Claimant is entitled to receive, upon
request and without charge, reasonable access to, and copies of, all documents,
records and other information in the Bank’s files which is relevant to the
Claimant’s claim for benefits;
	 
	 	(v)	 	a statement describing the Claimant’s right to bring an action
for judicial review under Section 502(a) of ERISA; and
	 
	 	(vi)	 	if an internal rule, guideline, protocol or other similar
criterion was relied upon in making the adverse determination on review, a
statement that a




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	 	 	 	copy of the rule, guideline, protocol or other similar criterion will be
provided without charge to the Claimant upon request.





     7.4 Calculation of Time Periods. For purposes of the time periods specified in this
Article, the period of time during which a benefit determination is required to be made begins at
the time a claim is filed in accordance with the procedures herein without regard to whether all
the information necessary to make a decision accompanies the claim. If a period of time is
extended due to a Claimant’s failure to submit all information necessary, the period for making the
determination shall be tolled from the date the notification is sent to the Claimant until the date
the Claimant responds.



     7.5 Legal Action. If the Bank fails to follow the claims procedures required by this
Article, a Claimant shall be deemed to have exhausted the administrative remedies available under
the Plan and shall be entitled to pursue any available remedy under Section 502(a) of ERISA on the
basis that the Plan has failed to provide a reasonable claims procedure that would yield a decision
on the merits of the claim. A Claimant’s compliance with the foregoing provisions of this Article
is a mandatory requisite to a Claimant’s right to commence any legal action with respect to any
claims for benefits under the Plan.



     7.6 Review by the Bank. Notwithstanding anything in this Plan to the contrary, the
Bank may determine, in its sole and absolute discretion, to review any claim for benefits submitted
by a Claimant under this Agreement.



ARTICLE VIII




AMENDMENT OR TERMINATION




     8.1. Amendment or Termination. The Corporation and the Bank intend the Plan to be
permanent but reserve the right to amend or terminate the Plan when, in the sole opinion of the
Corporation and the Bank, such amendment or termination is advisable. Any such amendment or
termination shall be made pursuant to a resolution of the Board. In addition, in the event that
the Bank determines, after a review of Section 409A of the Code and all applicable Internal Revenue
Service guidance, that the Plan or payment election form needs to be further amended to comply with
Section 409A of the Code, the Bank may amend the Plan or the payment election form to make any
changes required for it to comply with Section 409A of the Code.



     8.2. Effect of Amendment or Termination.



          (a) General. No amendment or termination of the Plan shall directly or indirectly
reduce the vested portion of any account held hereunder as of the effective date of such amendment
or termination. A termination of the Plan will not be a distributable event, except in the three
circumstances set forth in Section 8.2(b) below. No additional credits with respect to
Supplemental ESOP Allocations shall be made to the account of a Participant and no additional Years
of Service (within the meaning of Section 5.1) shall be credited after termination of the Plan, but
the Corporation or Bank shall continue to credit gains and losses pursuant to Article IV

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until the vested balance of the Participant’s account has been fully distributed to the
Participant or his beneficiary.




          (b) Termination. Under no circumstances may the Plan permit the acceleration of the
time or form of any payment under the Plan prior to the payment events specified herein, except as
provided in this Section 8.2(b). The Corporation or Bank may, in its discretion, elect to
terminate the Plan in any of the following three circumstances and accelerate the payment of the
entire unpaid balance of the Participant’s vested benefits as of the date of such payment in
accordance with Section 409A of the Code:





	 	(i)	 	the Plan is terminated within the 30 days preceding a Change of
Control and (1) all substantially similar arrangements sponsored by the Bank
and/or the Corporation are terminated, and (2) the Participant and all
participants under the substantially similar arrangements receive all of their
benefits under the terminated arrangements within 12 months of the date of
termination of the arrangements,
	 
	 	(ii)	 	the Plan is terminated and (1) all arrangements sponsored by
the Bank and/or the Corporation that would be aggregated with the Plan under
Treasury Regulation ' 1.409A-1(c) if the Participant participated in all
of the arrangements are terminated, (2) no payments other than payments that
would be payable under the terms of the arrangements if the termination had not
occurred are made within 12 months of the termination of the arrangements; (3)
all payments are made within 24 months of the termination of the arrangements;
and (4) neither the Bank nor the Corporation adopts a new arrangement that
would be aggregated with the Plan under Treasury Regulation ' 1.409A-1(c)
if the Participant participated in both arrangements, at any time within five
years following the date of termination of the Plan, or
	 
	 	(iii)	 	the Plan is terminated within 12 months of a corporate
dissolution taxed under Section 331 of the Code, or with the approval of a
bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts
deferred by the Participant under the Plan are included in the Participant’s
gross income in the later of (1) the calendar year in which the Plan
termination of the Plan occurs, or (2) the first calendar year in which the
payment is administratively practicable.





ARTICLE IX




GENERAL PROVISIONS




     9.1. Participant’s Rights Unsecured. To fund its obligations under the Plan, the
Corporation and the Bank may elect to form a trust, or to utilize a pre-existing trust, to purchase
and hold the alternative forms of assets which are permitted under the ESOP, including shares of



9









 




Corporation Common Stock, subject to compliance with all applicable securities laws. If the
Corporation and the Bank elect to use a trust to fund their obligations under the Plan, a
Participant shall have no right to demand the transfer to him of stock or other assets from the
Corporation and the Bank, or from such a trust formed or utilized by the Corporation and the Bank.
Any assets held in a trust, including shares of Corporation Common Stock, may be distributed to a
Participant in payment of part or all of the Corporation’s and the Bank’s obligations under the
Plan. The right of a Participant or his designated beneficiary to receive a distribution hereunder
shall be an unsecured claim against the general assets of the Corporation and the Bank, and neither
the Participant nor a designated beneficiary shall have any rights in or against any specific
assets of the Corporation and the Bank.




     9.2. General Conditions. Nothing in this Plan shall operate or be construed in any way
to modify, amend or affect the terms and provisions of the ESOP.



     9.3. No Guarantee of Benefits. Nothing contained in the Plan shall constitute a
guarantee by the Corporation and the Bank or any other person or entity that the assets of the
Corporation and the Bank will be sufficient to pay any benefit hereunder.



     9.4. No Enlargement of Employee Rights. No Participant shall have any right to receive
a distribution of contributions made under the Plan except in accordance with the terms of the
Plan. Establishment of the Plan shall not be construed to give any Participant the right to be
retained in the service of the Corporation and the Bank.



     9.5. Spendthrift Provision. No interest of any person or entity in, or right to
receive a distribution under, the Plan shall be subject in any manner to sale, transfer,
assignment, pledge, attachment, garnishment, or other alienation or encumbrance of any kind; nor
may such interest or right to receive a distribution be taken, either voluntarily or involuntarily
for the satisfaction of the debts of, or other obligations or claims against, such person or
entity, including claims for alimony, support, separate maintenance and claims in bankruptcy
proceedings.



     9.6. Applicable Law. The Plan shall be construed and administered under the laws of
the State of Nebraska to the extent such laws are not superseded by federal law.



     9.7. Incapacity of Recipient. If any person entitled to a distribution under the Plan
is deemed by the Corporation and the Bank to be incapable of personally receiving and giving a
valid receipt for such payment, then, unless and until claim therefor shall have been made by a
duly appointed guardian or other legal representative of such person, the Corporation and the Bank
may provide for such payment or any part thereof to be made to any other person or institution then
contributing toward or providing for the care and maintenance of such person. Any such payment
shall be a payment for the account of such person and a complete discharge of any liability of the
Corporation and the Bank and the Plan therefor.



     9.8. Corporate Successors. The Plan shall not be automatically terminated by a
transfer or sale of assets of the Corporation and the Bank or by the merger or consolidation of the
Corporation and the Bank into or with any other corporation or other entity, but the Plan shall be
continued after such sale, merger or consolidation only if and to the extent that the transferee,



10









 




purchaser or successor entity agrees to continue the Plan. In the event that the Plan is not
continued by the transferee, purchaser or successor entity (including a continuation by means of a
merger into a successor plan), then the Plan shall terminate subject to the provisions of Section
8.2. Any termination of the ESOP shall not in and of itself result in a termination of this Plan.




     9.9. Unclaimed Benefit. Each Participant shall keep the Corporation and the Bank
informed of his current address and the current address of his designated beneficiary. The
Corporation and the Bank shall not be obligated to search for the whereabouts of any person. If the
location of a Participant is not made known to the Corporation and the Bank within three (3) years
after the date on which payment of the Participant’s account may first be made, payment may be made
as though the Participant had died at the end of the three-year period. If, within one additional
year after such three-year period has elapsed, or, within three years after the actual death of a
Participant, the Corporation and the Bank is unable to locate any designated beneficiary of the
Participant, then the Corporation and the Bank shall have no further obligation to pay any benefit
hereunder to such Participant or designated beneficiary and such benefit shall be irrevocably
forfeited.



     9.10. Limitations on Liability. Notwithstanding any of the preceding provisions of the
Plan, neither the Corporation and the Bank nor any individual acting as employee or agent of the
Corporation and the Bank shall be liable to any Participant, former Participant or other person for
any claim, loss, liability or expense incurred in connection with the Plan.



     IN WITNESS WHEREOF, TierOne Corporation and TierOne Bank have caused these presents to be duly
executed on this 27th day of July 2006.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	TierOne Corporation	 	 
	 
	 	 	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Eugene
B. Witkowicz

	 	 	 	By:	 	/s/ Gilbert G. Lundstrom	 	 
	 

Secretary

	 	 	 	 	 	 

Gilbert G. Lundstrom
	 	 
	 

	 	 	 	 	 	Chairman & Chief Executive

      Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	TierOne Bank	 	 
	 
	 	 	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Eugene
B. Witkowicz

	 	 	 	By:	 	/s/ Gilbert G. Lundstrom	 	 
	 

Secretary

	 	 	 	 	 	 

Gilbert G. Lundstrom
	 	 
	 

	 	 	 	 	 	Chairman & Chief Executive

      Officer	 	 






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APPENDIX A




     The Corporation and the Bank have designated the following persons as Participants in its
Amended and Restated Supplemental Executive Retirement Plan with respect to its ESOP:




	1.	 	Gilbert G. Lundstrom, Chairman and Chief Executive Officer, effective October 1, 2002.






	2.	 	James A. Laphen, President and Chief Operating Officer, effective October 1, 2002.






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APPENDIX B




PAYMENT ELECTION FORM




TierOne CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN

AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




                                                            

Date




     I acknowledge receipt of a copy of the TierOne Corporation (the “Corporation”) Amended and
Restated Supplemental Executive Retirement Plan (the “Plan”) with respect to the Corporation’s ESOP
and understand that the Plan and this Payment Election Form constitute a binding agreement between
myself, the Corporation and the Bank. I further acknowledge that I have no rights to any amounts
deferred pursuant to the Plan until the time of distribution pursuant to the provisions of Section
5.2 of the Plan.



     This Payment Election Form sets forth below my election as to the timing of payment of the
vested portion of my account balances under the Plan. All payments under the Plan will be subject
to the terms and conditions of the Plan which are incorporated herein by reference.



     I acknowledge that my election will apply to all amounts deferred on my behalf under the Plan
and can only be changed in calendar year 2006 in a manner which complies with Section 409A of the
Internal Revenue Code.



     My period of deferral, with respect to amounts deferred under the Plan, shall expire upon the
earliest event or date specified below (check as many as you wish to have applied to you):



	 	 	 	 	 	 	 	 	 
	G	 	 	1.	 	 	Upon my termination of employment, excluding termination due to death or Disability or in connection
with a Change of Control, I elect to receive settlement of my account by (check one):
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	                    
	 	Lump sum distribution on the first day of the month following the lapse
of six months after the occurrence of such event; or
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	                    
	 	Commencement of ___ annual installment payments on the first day of the
month following the lapse of six months after the occurrence of such
event (up to 10 installment payments permitted).
	and/or	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	G	 	 	2.	 	 	Upon my death or Disability, I elect to receive settlement of my account by (check one):
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	                    
	 	Lump sum distribution as soon as administratively feasible after the
occurrence of such event; or






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	 	Commencement of ___ annual installment payments as soon as
administratively feasible after the occurrence of such event (up to 10
installment payments permitted).
	and/or	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	G	 	 	3.	 	 	Upon the occurrence of a Change of Control, I elect to receive settlement of my account by (check one):
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	                    
	 	Lump sum distribution as soon as administratively feasible after the
occurrence of such event; or
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	                    
	 	Commencement of ___ annual installment payments as soon as
administratively feasible after the occurrence of such event (up to 10
installment payments permitted).
	and/or	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	G

	 	 	4.	 	 	 	 	On                      ___, 20___ (NOTE: needs to be a date after you retire, and
if you wish to have this option apply, you should not check box No. 1
above), I elect to receive my account by (check one):
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	                    
	 	Lump sum settlement; or
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	                    
	 	Commencement of ___ annual installment payments (up to 10 installment
payments permitted).






     I understand that any balance remaining in my account, as of the date of the last distribution
to be made to me pursuant to my elections above, will be added to and distributed in said last
distribution.



	 	 	 	 	 	 	 
	 	 	PARTICIPANT	 	 
	 
	 	 	 	 	 	 
	 

	 	Signature:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Printed Name:	 	 	 	 
	 

	 	 	 	 

	 	 






The Bank hereby acknowledges the receipt of this

Payment Election Form.




	 	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 
	 

	 

	 	 
	 
	 	 	 	 	 	 
	Date Received:	 	 	 	 
	 

	 	 	 

	 	 







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