Employee Stock Ownership Plan



 Exhibit 10.2 
 BEN FRANKLIN BANK OF ILLINOIS 
 EMPLOYEE STOCK OWNERSHIP PLAN 
 Adopted effective January 1, 2006 







 BEN FRANKLIN BANK OF ILLINOIS 
 EMPLOYEE STOCK OWNERSHIP PLAN 
 This Employee Stock Ownership Plan, executed on
the      day of                         , 2006, by Ben Franklin Bank of Illinois, a federally
chartered mutual savings 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 (“Plan”), effective January 1, 2006,
for eligible employees of the Bank and subsidiaries of the Bank, in accordance with the terms and conditions set forth therein; 
 NOW,
THEREFORE, the Bank hereby adopts the following Plan setting forth the terms and conditions pertaining to contributions by the Employer 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: 
  

							
	  
	 		 	By:	 	  

	Secretary	 		 		 	Authorized Officer








 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 Participation	  	11
	3.1	  	Initial Eligibility	  	11
	3.2	  	Definition of Eligibility Year	  	11
	3.3	  	Terminated Employees	  	11
	3.4	  	Certain Employees Ineligible	  	11
	3.5	  	Participation and Reparticipation	  	12
	3.6	  	Omission of Eligible Employee	  	12
	3.7	  	Inclusion of Ineligible Employee	  	12
	Section 4.	  	Contributions and Credits	  	13
	4.1	  	Discretionary Contributions	  	13
	4.2	  	Contributions for Stock Obligations	  	13
	4.3	  	Conditions as to Contributions	  	14
	4.4	  	Rollover Contributions	  	14
	Section 5.	  	Limitations on Contributions and Allocations	  	14
	5.1	  	Limitation on Annual Additions	  	14
	5.2	  	Effect of Limitations	  	16
	5.3	  	Limitations as to Certain Participants	  	17
	5.4	  	Erroneous Allocations	  	17
	5.5	  	Dividend Recharacterization	  	18
	Section 6.	  	Trust Fund and Its Investment.	  	18
	6.1	  	Creation of Trust Fund	  	18
	6.2	  	Stock Fund and Investment Fund	  	18
	6.3	  	Acquisition of Company Stock	  	18
	6.4	  	Participants’ Option to Diversify	  	20
	Section 7.	  	Voting Rights and Dividends on Company Stock	  	20
	7.1	  	Voting and Tendering of Company Stock	  	20
	7.2	  	Application of Dividends	  	21
	Section 8.	  	Adjustments to Accounts	  	23
	8.1	  	ESOP Allocations	  	23
	8.2	  	harges to Accounts	  	24
	8.3	  	Stock Fund Account	  	24









					
	8.4	  	Investment Fund Account	  	24
	8.5	  	Adjustment to Value of Trust Fund	  	25
	8.6	  	Participant Statements	  	25
	Section 9.	  	Vesting of Participants’ Interests	  	25
	9.1	  	Deferred Vesting in Accounts	  	25
	9.2	  	Computation of Vesting Years	  	25
	9.3	  	Full Vesting Upon Certain Events	  	26
	9.4	  	Full Vesting Upon Plan Termination	  	27
	9.5	  	Forfeiture, Repayment, and Restoral	  	28
	9.6	  	Accounting for Forfeitures	  	28
	9.7	  	Vesting and Nonforfeitability	  	29
	Section 10.	  	Payment of Benefits	  	29
	10.1	  	Benefits for Participants	  	29
	10.2	  	Time for Distribution	  	29
	10.3	  	Marital Status	  	31
	10.4	  	Delay in Benefit Determination	  	31
	10.5	  	Accounting for Benefit Payments	  	31
	10.6	  	Options to Receive and Sell Company Stock	  	31
	10.7	  	Restrictions on Disposition of Company Stock	  	32
	10.8	  	Continuing Loan Provisions; Creations of Protections and Rights	  	33
	10.9	  	Direct Rollover of Eligible Distribution	  	33
	10.10	  	Waiver of 30-Day Period After Notice of Distribution	  	34
	Section 11.	  	Rules Governing Benefit Claims and Review of Appeals	  	34
	11.1	  	Claim for Benefits	  	34
	11.2	  	Notification by Committee	  	34
	11.3	  	Claims Review Procedure	  	35
	Section 12.	  	The Committee and its Functions	  	35
	12.1	  	Authority of Committee	  	35
	12.2	  	Identity of Committee	  	35
	12.3	  	Duties of Committee	  	36
	12.4	  	Compliance with ERISA	  	36
	12.5	  	Action by Committee	  	36
	12.6	  	Execution of Documents	  	36
	12.7	  	Adoption of Rules	  	36
	12.8	  	Responsibilities to Participants	  	36
	12.9	  	Alternative Payees in Event of Incapacity	  	37
	12.10	  	Indemnification by Employers	  	37
	12.11	  	Nonparticipation by Interested Member	  	37
	Section 13.	  	Adoption, Amendment, or Termination of the Plan	  	37
	13.1	  	Adoption of Plan by Other Employers	  	37
	13.2	  	Plan Adoption Subject to Qualification	  	38
	13.3	  	Right to Amend or Terminate	  	38

  

 (ii) 









					
	Section 14.	  	Miscellaneous Provisions	  	39
	14.1	  	Plan Creates No Employment Rights	  	39
	14.2	  	Nonassignability of Benefits	  	39
	14.3	  	Limit of Employer Liability	  	39
	14.4	  	Treatment of Expenses	  	39
	14.5	  	Number and Gender	  	39
	14.6	  	Nondiversion of Assets	  	39
	14.7	  	Separability of Provisions	  	40
	14.8	  	Service of Process	  	40
	14.9	  	Governing State Law	  	40
	14.10	  	Employer Contributions Conditioned on Deductibility	  	40
	14.11	  	Unclaimed Accounts	  	40
	14.12	  	Qualified Domestic Relations Order	  	40
	Section 15.	  	Top-Heavy Provisions	  	41
	15.1	  	Top-Heavy Plan	  	41
	15.2	  	Super Top-Heavy Plan	  	42
	15.3	  	Definitions	  	42
	15.4	  	Top-Heavy Rules of Application	  	43
	15.5	  	Minimum Contributions	  	44
	15.6	  	Top-Heavy Provisions Control in Top-Heavy Plan	  	45

  

 (iii) 








 BEN FRANKLIN BANK OF ILLINOIS 
 EMPLOYEE STOCK OWNERSHIP PLAN 
 Section 1. Plan Identity. 
 1.1 Name. The name of this Plan is “Ben Franklin Bank of Illinois 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, 2006. 
 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 Agreement 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 Ben Franklin Bank of Illinois and any entity which succeeds to the business of Ben Franklin Bank of Illinois and adopts
this Plan as its own pursuant to Section 13.1 of the Plan. 
 “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. 
 “Company” means Ben Franklin Financial, Inc., the holding company of the Bank, and any
entity which succeeds to the business of the Company and adopts this Plan as its own pursuant to Section 13.1 of the Plan. 
  

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 “Company Stock” means shares of the Company’s voting common stock or preferred
stock meeting the requirements of Section 409(e)(3) of the Code issued by an Employer which is a member of the same controlled group of corporations within the meaning of Code Section 414(b). The term “Company Stock” shall
include fractional shares, unless the context clearly indicates otherwise. 
 “Disability” means the inability 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 which has lasted or can be expected to last for a continuous period of not less than 12 months. An
individual shall not be considered to be permanently and totally disabled unless he furnishes proof of the existence thereof in such form and manner, and at such times, as the Committee may require. 
 “Early Retirement Date” means the date on which a Participant’s employment with the Bank is terminated for any reason on or after
the date on which he attains age 55. 
 “Effective Date” means January 1, 2006. 
 “Eligible Employee” means an Employee, other than an Employee identified in Section 3.4, who has performed 1,000 Hours of Service
in the applicable Eligibility Year in accordance with Section 3.2. 
 “Employee” means any individual who is employed
by the Bank or the Company, including an officer, who receives regular compensation other than retirement benefits under this Plan and including Leased Employees. However, if Leased Employees constitute less than twenty percent of the
Employer’s “nonhighly compensated work force” (as defined in Code Section 414(n)(5)(c)(ii) of the Code), the term “Employee” shall not include any Leased Employees who are covered by a plan described in Code
Section 414(n)(5)(B) maintained by a leasing organization. 
 “Employer” means the Bank, the Company 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). 
  

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 “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
extent not includible in gross income 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 $220,000 (as indexed) shall be disregarded for all Participants. For purposes of this sub-section, the
$220,000 limit shall be referred to as the “applicable limit” for the Plan Year in question. The $220,000 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. 
 “Fair Market Value” means, with respect to Company Stock, either (a) the price of the stock prevailing on a national securities exchange which is registered under Section 6 of the Securities
Exchange Act of 1934, or (b) if the stock is not traded on a national securities exchange, then the offering price for the stock as established by the current bid and asked prices quoted by persons independent of the Company and any affiliates
of the Company. If at any time there shall be no generally-recognized market for the Company Stock, then the Fair Market Value of the Company Stock shall be determined by the Trustee based upon a valuation of an independent appraiser meeting the
requirements of the regulations prescribed under Code Section 170(a)(1). 
 “Highly Compensated 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 $100,000 (the $100,000 amount is adjusted at the same time and in the same manner as under Code Section 415(d)) and was in the group of Employees consisting of the top 20 percent of all Employees when ranked on the basis
of compensation paid by the Employer during the preceding Plan Year. For these purposes, “the top 20 percent 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 

  

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normally works fewer than 17 1/2 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. 
 “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 90 Hours of Service for each bi-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 
  

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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. 
 “Investment Fund” means that portion of the Trust Fund
consisting of assets other than Company Stock. Notwithstanding the above, assets from the Investment Fund may be used to purchase Company Stock in the open market or otherwise, or used to pay on the Stock Obligation, and shares so purchased will be
allocated to a Participant’s Stock Fund. 
 “Leased Employee” means any person (other than an employee of the
“Recipient”) who, pursuant to an agreement between the Recipient and the Leasing Organization: (a) has performed services for the Recipient (or for the Recipient and a related person determined in accordance with Code
Section 414(n)(6)) on a substantially full-time basis for a period of at least one year; and (b) performed these services under the primary direction and control of the Recipient. For these purposes, the terms “Recipient” and
“Leasing Organization” shall have the meanings set forth in Code Section 414(n). 
 “Normal Retirement” means
retirement on or after the Participant’s Normal Retirement Date. 
 “Normal Retirement Date” means the date on which a
Participant’s employment with the Bank is terminated for any reason on or after the date on which he attains age 65. 
 “Participant” means any Eligible Employee who is an Active Participant participating in the Plan, or an Employee or former Employee who was previously an Active Participant and still has a balance credited to his Account.

 “Period of Uniformed Service” means the length of time that an Employee serves in the Uniformed Services. 
 “Plan Year” means the twelve-month period that begins on January 1st and ends on December 31st. 
 “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 
  

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 (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). 
 “Reemployment After a Period of Uniformed Service”

 (a) “Reemployment (or Reemployed) After a Period of Uniformed Service” means that an Employee returned to employment
with a Participating Employer, within the time frame set forth in subparagraph (b) below, after a Period of Uniformed Service in the Uniformed Services and the following rules corresponding to provisions of the Uniformed Services Employment and
Reemployment Rights Act of 1994 (“USERRA”) apply: (i) he gives sufficient notice of leave to the Participating Employer prior to commencing a Period of Uniformed Service, or is excused from providing such notice; (ii) his or
her employment with the Participating Employer prior to a Period of Uniformed Service was not of a brief, nonrecurrent nature that would preclude a reasonable expectation that such employment would continue indefinitely or for a significant period;
(iii) the Participating Employer’s circumstances have not changed so that reemployment is unreasonable or an undue hardship to the Participating Employer; and (iv) the applicable cumulative Periods of Uniformed Service under USERRA
equals five years or less, unless service in the Uniformed Services: 
 (1) in excess of five years is required to complete an initial Period
of Uniformed Service; 
 (2) prevents the Participant from obtaining orders releasing him or her from such Period of Uniformed Service prior
to the expiration of a five-year period (through no fault of the Participant); 
 (3) is required in the National Guard for drill and
instruction, field exercises or active duty training, or to fulfill necessary additional training, or to fulfill necessary additional training requirements certified in writing by the Secretary of the branch of Uniformed Services concerned; or

 (4) for a Participant is 
 (A) required other than for training under any provisions of law during a war or national agency declared by the President or Congress; 
 (B) required (other than for training) in support of an operational mission for which personnel have been ordered to active duty other than during war or national emergency; 
  

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 (C) required in support of a critical mission or requirement of the Uniformed Services; or 

(D) the result of being called into service as a member of the National Guard by the President in the case of rebellion or danger of rebellion against
the authority of the United States Government or if the President is unable to execute the laws of the United States with the regular forces. 
 (b) The applicable statutory time frames within which an Employee must report to a Participating Employer after a Period of Uniformed Service are as follows: 
 (1) If the Period of Uniformed Service was less than 31 days, 
 (A) not later than the beginning of the
first full regularly scheduled work period on the first full calendar day following the completion of the Period of Uniformed Service and the expiration of eight hours after a period of time allowing for the safe transportation of the Employee from
the place of service in the Uniformed Services to the Employee’s residence; or 
 (B) as soon as possible after the expiration of the
eight-hour period of time referred to in Clause (A), if reporting within the period referred to in such clause is impossible or unreasonable through no fault of the Employee. 
 (2) In the case of an Employee whose Period of Uniformed Service was for more than 30 days but less than 181 days, by submitting an application for
reemployment with a Participating Employer not later than 14 days after the completion of the Period of Uniformed Service or, if submitting such application within such period is impossible or unreasonable through no fault of the Employee, the next
first full calendar day when submission of such application becomes reasonable. 
 (3) In the case of an Employee whose Period of Uniformed
Service was for more than 180 days, by submitting an application for reemployment with a Participating Employer not later than 90 days after the completion of the Period of Uniformed Service. 
 (4) In the case of an Employee who is hospitalized for, or convalescing from, an illness or injury related to the Period of Uniformed Service the
Employee shall apply for reemployment with a Participating Employer at the end of the period that is necessary for the Employee to recover. Such period of recovery shall not exceed two years, unless circumstances beyond the Employee’s control
make reporting as above unreasonable or impossible. 
  

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 (c) Notwithstanding subparagraph (a), Reemployment After a Period of Uniformed Service terminates upon
the occurrence of any of the following: 
 (1) a dishonorable or bad conduct discharge from the Uniformed Services; 
 (2) any other discharge from the Uniformed Services under circumstances other than an honorable condition; 
 (3) a discharge of a commissioned officer from the Uniformed Services by court martial, by commutation of sentence by court martial, or, in time of war,
by the President; or 
 (4) a demotion of a commissioned officer in the Uniformed Services for absence without authorized leave of at least
3 months confinement under a sentence by court martial, or confinement in a federal or state penitentiary after being found guilty of a crime under a final sentence. 
 “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 to the extent: (i) that 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) that 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) of the Employee’s Service with 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. 
  

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

 “Stock Obligation” means an indebtedness arising from any extension of credit to the Plan or the Trust which satisfies
the requirements set forth in Section 6.3 and which was obtained for any or all of the following purposes: 
 (i) to acquire qualifying
Employer securities as defined in Treasury Regulations § 54.4975-12; 
 (ii) to repay such Stock Obligation; or 
 (iii) to repay a prior exempt loan. 
 “Trust” or “Trust Fund” means the trust fund created under this Plan to hold the assets of the 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. 
 “Unallocated Stock Fund” means that
portion of the Stock Fund consisting of the Plan’s holding of Company Stock which have been acquired in exchange for one or more Stock Obligations and which have not yet been allocated to the Participant’s Accounts in accordance with
Section 4.2. 
 “Uniformed Service” means the performance of duty on a voluntary or involuntary basis in the uniformed
service of the United States, including the U.S. Public Health Services, under competent authority and includes active duty, active duty for training, initial activity duty for training, inactive duty training, full-time National Guard duty, and the
period for which a person is absent from a position of employment for purposes of an examination to determine the fitness of the person to perform any such duty. 
 “Valuation Date” means, for so long as there is a generally recognized market for the Company Stock, each business day. If at any time there shall be no generally recognized market for the Company
Stock, then “Valuation Date” shall mean 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.

  

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 “Valuation Period” means the period following a Valuation Date and ending with the next
Valuation Date; provided, however, that with respect to the assets in the Investment Fund, the last day of the Valuation Period shall be December 31. 
 “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. 
 “Year of Service” means a 12-month period of Service during which an Employee or Participant has completed at least 1,000 Hours of
Service with the Bank, the Company, the Bank’s mutual predecessor or an affiliate. For purposes of determining Vesting Years prior to the adoption of the Plan, a Year of Service shall be based on the calendar year. 
 Section 3. Eligibility for Participation. 
 3.1 Initial Eligibility. Each Employee shall initially enter the Plan on the Effective Date if he or she was an Employee on the Effective Date. Any person who subsequently becomes 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 Eligible Employee’s first
Eligibility Year, and 
 (b) the Eligible Employee’s 21st birthday. However, if an Eligible 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. “Eligibility Year” means an applicable eligibility period (as defined below) in which the Eligible Employee has completed 1,000 Hours of Service for the Employer. For this purpose, 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. If the Employee does not have 1,000 Hours of Service in the first eligibility period, the next
eligibility period shall commence on the first day of the Plan Year commencing within the Employee’s first eligibility period, and subsequent eligibility periods shall be each Plan Year thereafter. 
 3.3 Terminated Employees. An Employee shall have no interest or rights under this Plan if the Employee is never in active Service with an
Employer on or after the Effective Date. 
 3.4 Certain Employees Ineligible. 
 3.4-1. 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. 
  

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 3.4-2. Leased Employees are not eligible to participate in the Plan. 
 3.4-3. Employees who are nonresident aliens with no earned income (within the meaning of Code Section 911(d)(2)) from the Employer which constitutes
income from sources within the United States (within the meaning of Code Section 861(a)(3)). 
 3.4-4. 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 Eligible 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 Eligible Employee or for the Participant for the
Plan Year for which the election is effective, nor for any succeeding Plan Year, unless the Eligible Employee or Participant re-elects to participate in the Plan. The Eligible 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 Eligible 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 Eligible Employee who returns before five (5) consecutive one year 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 Eligible 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, in its sole discretion, (i) either allocate an amount equal to the omitted allocation (A) from forfeitures under Section 9.6 or (B) from dividends received on Company Stock in the Unallocated Stock
Fund, or (ii) make a subsequent contribution with respect to the omitted Eligible 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. 
 3.7 Inclusion of Ineligible Employee. If, in any Plan Year, any person who should not
have been included as a Participant in the Plan is erroneously included and discovery of such incorrect inclusion is not made until after a contribution for the year has been made, the Employer shall not be entitled to recover the contribution made
with respect to the ineligible person regardless of whether or not a deduction is allowable with respect to 

  

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such contribution. In such event, the amount contributed with respect to the ineligible person shall constitute a forfeiture for the fiscal year in which the
discovery is made. Any person who, after the close of a Plan Year, is retroactively treated by the Bank, an affiliated company or any other party as an Employee for such prior Plan Year shall not, for purposes of the Plan, be considered an Employee
for such prior Plan Year unless expressly treated as such by the Bank. 
 Section 4. Contributions and Credits. 
 4.1 Discretionary Contributions. 
 4.1-1. 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 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 the manner set forth in Section 8.1-2.

 4.1-2. Upon a Participant’s Reemployment After a Period of Uniformed Service, the Employer shall make an additional contribution on
behalf of such Participant that would have been made on his or her behalf during the Plan Year or Years corresponding to the Participant’s Period of Uniformed Service. 
 4.2 Contributions for Stock Obligations. If the Trustee, upon instructions from the Committee, incurs any Stock Obligation upon the
purchase of Company Stock, the Employer may contribute for each Plan Year an amount sufficient to cover all payments of principal and interest as they come due under the terms of the Stock Obligation. If there is more than one Stock Obligation, the
Employer shall designate the one to which any contribution is to be applied. Investment earnings realized on Employer contributions and any dividends paid by the Employer on Company Stock held in the Unallocated Stock Account, shall be applied to
the Stock Obligation related to that Company Stock, subject to Section 7.2. 
 In each Plan Year in which Employer contributions,
earnings on contributions, or dividends on Company Stock in the Unallocated Stock Fund are used as payments under a Stock Obligation, a certain number of shares of the Company Stock acquired with that Stock Obligation which is then held in the
Unallocated Stock Fund shall be released for allocation among the Participants. The number of shares released shall bear the same ratio to the total number of those shares then held in the Unallocated Stock Fund (prior to the release) as
(i) the principal and interest payments made on the Stock Obligation in the current Plan Year bears to (ii) the sum of (i) above, and the remaining principal and interest payments required (or projected to be required on the basis of
the interest rate in effect at the end of the Plan Year) to satisfy the Stock Obligation. 
  

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 At the direction of the Committee, the current and projected payments of interest under a Stock
Obligation may be ignored in calculating the number of shares to be released in each year if (i) the Stock Obligation provides for annual payments of principal and interest at a cumulative rate that is not less rapid at any time than level
annual payments of such amounts for 10 years, (ii) the interest included in any payment is ignored only to the extent that it would be determined to be interest under standard loan amortization tables, and (iii) the term of the Stock
Obligation, by reason of renewal, extension, or refinancing, has not exceeded 10 years from the original acquisition of the Company Stock. 
 4.3 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 Company Stock, and shall be held by the Trustee in accordance with the Trust Agreement. In addition to the provisions of Section 13.2 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. 
 4.4 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 If allocation of Employer contributions in accordance with Section 4.1 will
result in an allocation of more than one-third the total contributions for a Plan Year to the Accounts of Highly Compensated Employees, then allocation of such amount shall be adjusted so that such excess will not occur. 
 5.1-2 After adjustment, if any, required by the preceding paragraph, 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 

  

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Employer for this purpose) shall not exceed the lesser of $44,000 (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. If, as a result of the allocation of forfeitures, a
reasonable error in estimating a Participant’s annual compensation, a reasonable error in determining the amount of elective deferrals (within the meaning of Code Section 402(g)(3)) that may be made with respect to any individual under the
limits of Code Section 415, or under other limited facts and circumstances that the Commissioner of the Internal Revenue Service finds justify the availability of the rules set forth in this paragraph, the annual additions under the terms of
the Plan for a particular Participant would cause the limitations of Code Section 415 applicable to that Participant for the limitation year to be exceeded, the excess amounts shall not be deemed annual additions in that limitation year if they
are treated in accordance with any one of the following: 
 (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. 
 5.1-3 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. For these purposes, annual additions to a defined contribution plan shall not include the allocation of the excess amounts remaining in the Unallocated Stock Fund
subsequent to a sale of stock from such fund in accordance with a transaction described in Section 8.1 of the Plan. 
  

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 5.1-4 Notwithstanding the foregoing, if no more than one-third of the Employer contributions to the Plan
for a year which are deductible under Section 404(a)(9) of the Code are allocated to Highly Compensated Employees (within the meaning of Section 414(q) of the Internal Revenue Code), the limitations imposed herein shall not apply to:

 (i) forfeitures of Employer securities (within the meaning of Section 409 of the Code) under the Plan if such securities were acquired
with the proceeds of a loan described in Section 404(a)(9)(A) of the Code), or 
 (ii) Employer contributions to the Plan which are
deductible under Section 404(a)(9)(B) and charged against a Participant’s Account. 
 5.1-5 If the Employer contributes amounts, on
behalf of Eligible 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 ending on December 31. 
 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. 
  

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 5.3 Limitations as to Certain Participants. Aside from the limitations set forth in
Section 5.1, if the Plan acquires any Company 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
Company Stock, and no other assets in lieu of such Company 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 Company 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 Company Stock shall be subject to the restriction as to all allocations of the Company 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. 
 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 Company 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, after taking into consideration Sections 3.6 and 3.7, if applicable, 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. 
  

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 5.5 Dividend Recharacterization. If any dividend paid on Stock shall be recharacterized to
be an Employer contribution to the Plan for any limitation year, and if this recharacterization would cause an allocation to the Participant’s Accounts to exceed the limits allowed under Section 415 of the Code for the limitation year,
then the Participant’s Accounts shall be retroactively reduced by an amount equal to the sum of (i) the excess of the amount credited to the Participant’s Accounts over the maximum amount that was properly allocable to his or her
Accounts (the “excess amount”) plus (ii) all earnings of the Trust Fund credited to the Participant’s Accounts that are attributable to the excess amount. This provision shall be administered in such a way as to assure
that no Participant receives any benefit from an allocation of any excess amount to his or her Accounts. Any excess amount and any earnings attributable to the excess amount shall be placed in the suspense account referred to in Section 5.1. It
shall be conclusively presumed that any error with respect to the characterization of any dividend payment by the Company was a mistake of fact with respect to which the Trustee or the Administrator shall be entitled to make corrective adjustments
to Participant Accounts. 
 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 Company
Stock, and the Investment Fund, consisting of all assets of the Trust other than Company Stock. The Trustee shall have no investment responsibility for the Stock Fund, but shall accept any Employer contributions made in the form of Company Stock,
and shall acquire, sell, exchange, distribute, and otherwise deal with and dispose of Company 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 Company Stock with the assets in
the Investment Fund. 
 6.3 Acquisition of Company Stock. From time to time the Committee may, in its sole discretion, direct
the Trustee to acquire Company 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 Company Stock no more
than its Fair Market Value, which shall be determined conclusively by the Committee 

  

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pursuant to Section 12.3. The Committee may direct the Trustee to finance the acquisition of Company Stock by incurring or assuming indebtedness to the
seller or another party which indebtedness shall be called a “Stock Obligation.” The term “Stock Obligation” shall refer to a loan made to the Plan by a disqualified person within the meaning of Section 4975(e)(2) of the
Code, or a loan to the Plan which is guaranteed by a disqualified person. A Stock Obligation includes a direct loan of cash, a purchase-money transaction, and an assumption of an obligation of a tax-qualified employee stock ownership plan under
Section 4975(e)(7) of the Code (“ESOP”). For these purposes, the term “guarantee” shall include an unsecured guarantee and the use of assets of a disqualified person as collateral for a loan, even though the use of assets
may not be a guarantee under applicable state law. An amendment of a Stock Obligation in order to qualify as an “exempt loan” is not a refinancing of the Stock Obligation or the making of another Stock Obligation. The term “exempt
loan” refers to a loan that satisfies the provisions of this paragraph. A “non-exempt loan” fails to satisfy this paragraph. Any Stock Obligation shall be subject to the following conditions and limitations: 
 6.3-1 A Stock Obligation shall be for a specific term, shall not be payable on demand except in the event of default, and shall bear a reasonable rate of
interest. 
 6.3-2 A Stock Obligation may, but need not, be secured by a collateral pledge of either the Company Stock acquired in exchange
for the Stock Obligation, or the Company Stock previously pledged in connection with a prior Stock Obligation which is being repaid with the proceeds of the current Stock Obligation. No other assets of the Plan and Trust may be used as collateral
for a Stock Obligation, and no creditor under a Stock Obligation shall have any right or recourse to any Plan and Trust assets other than Company Stock remaining subject to a collateral pledge. 
 6.3-3 Any pledge of Company Stock to secure a Stock Obligation must provide for the release of pledged Company Stock in connection with payments on the
Stock Obligations in the ratio prescribed in Section 4.2. 
 6.3-4 Repayments of principal and interest on any Stock Obligation shall be
made by the Trustee only from Employer cash contributions designated for such payments, from earnings on such contributions, and from cash dividends received on Company Stock, in the last case, however, subject to the further requirements of
Section 7.2. 
 6.3-5 In the event of default of a Stock Obligation, the value of Plan assets transferred in satisfaction of the Stock
Obligation must not exceed the amount of the default. If the lender is a disqualified person within the meaning of Section 4975 of the Code, a Stock Obligation must provide for a transfer of Plan assets upon default only upon and to the extent
of the failure of the Plan to meet the payment schedule of said Stock Obligation. For purposes of this paragraph, the making of a guarantee does not make a person a lender. 
  

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 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 Company 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:

 6.4-1 The Plan may distribute all or part of the amount subject to the diversification election. 
 6.4-2 The Plan may offer the Participant at least three other distinct investment options, if available under the Plan. The other investment options
shall satisfy the requirements of Regulations under Section 404(c) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). 
 6.4-3 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 under Section 404(c) of ERISA. 
 Section 7. Voting Rights and Dividends on Company
Stock. 
 7.1 Voting and Tendering of Company Stock. 
 7.1-1. The Trustee generally shall vote all shares of Company 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 Company Stock involves a merger, consolidation,
recapitalization, reclassification, liquidation, dissolution, or sale of 

  

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substantially all assets of an entity, then (i) the shares of Company Stock which have been allocated to Participants’ Accounts shall be voted by
the Trustee in accordance with the Participants’ written instructions, and (ii) the Trustee shall vote any unallocated Company Stock, allocated Company Stock for which it has received no voting instructions, and Company Stock for which
Participants vote to “abstain,” in the same proportions as it votes the allocated Company Stock for which it has received instructions from Participants; provided, however, that if an exempt loan, as defined in Section 4975(d) of the
Code, is outstanding and the Plan is in default on such exempt loan, as default is defined in the loan documents, then to the extent that such loan documents require the lender to exercise voting rights with respect to the unallocated shares, the
loan documents will prevail. In the event no shares of Company Stock have been allocated to Participants’ Accounts at the time Company Stock is to be voted and any exempt loan which may be outstanding is not in default, each Participant shall
be deemed to have one share of Company Stock allocated to his or her Account for the sole purpose of providing the Trustee with voting instructions. 
 Notwithstanding any provision hereunder to the contrary, all unallocated shares of Company 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 Company 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 Company Stock allocated to their Accounts. The instructions of the Participants’
with respect to the voting of allocated shares hereunder shall be confidential. 
 7.1-2 In the event of a tender offer, Company Stock shall
be tendered by the Trustee in the same manner as set forth above with respect to the voting of Company Stock. Notwithstanding any provision hereunder to the contrary, Company 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 Application of Dividends. 
 7.2-1 Stock Dividends. Dividends on Company Stock which are received by the Trustee in the form of additional Company Stock shall be retained in
the Stock Fund, and shall be allocated among the Participants’ Accounts and the Unallocated Stock Fund in accordance with their holdings of the Company Stock on which the dividends are paid. 
 7.2-2 Cash Dividends. The treatment of dividends paid in cash shall be determined after consideration to whether the cash dividends are paid on
Company Stock held in Participants’ Accounts or the Unallocated Stock Fund. 
  

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 (i) On Company Stock in Participants’ Accounts. 
 (A) Employer Exercises Discretion. Dividends on Company 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 8.4(c) and invested as part of the Investment Fund, (ii) be distributed immediately to the
Participants in proportion with the Participants’ Stock Fund Account balance, (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 or (iv) be used to make payments on the Stock Obligation. If dividends on Company Stock allocated to a Participant’s Account are used to repay the Stock Obligation, Company Stock with a Fair Market Value equal to the dividends so
used must be allocated to such Participant’s Account in lieu of the dividends. 
 (B) Participant Exercises Discretion over
Dividend. In addition, in the sole discretion of the Employer, the Employer may grant Participants the right to elect: (I) to have cash dividends paid on shares of Company Stock credited to such Participants’ Stock Fund Accounts
distributed to the Participant, or (II) to leave the cash dividends allocated to the Participant’s Account in the Plan, to be credited to the Stock Fund Account and invested in shares of Company Stock. Dividends on which such election may be
made will be fully vested in the Participant (even if not otherwise vested, absent the ability to make such election). Accordingly, the Employer may choose to offer this election only to Participants who are fully vested in their Account. In the
event the Employer elects to give Participants the right to determine the treatment of such dividends, the Participant’s election shall be made by filing with the Committee the appropriate written direction as provided by the Committee at such
time and in accordance with such procedures and limitations which the Committee may from time to time establish; provided, however, that the procedures established by the Committee shall provide a reasonable opportunity to change the election at
least annually, may establish a default election if a Participant fails to make an affirmative election within the time established for making elections, may provide that the election is applicable for the Plan Year and cannot be revoked with
respect to such Plan Year, shall otherwise be implemented in a manner such that the dividends paid or reinvested will constitute “applicable dividends” which may be deducted under Code Section 404(k), and are in accordance with
applicable guidance issued or to be issued by the Secretary of the Treasury. If the Employer elects to give Participants the right to exercise the discretion in this Paragraph 7.2-2(i)(B), the ability to make such election shall be available to the
Participant with respect to dividends paid for the entire Plan Year. 
 (ii) On Company Stock in the Unallocated Stock Fund.
Dividends received on shares of Company Stock held in the Unallocated Stock Fund shall be applied to the repayment of principal and interest then due on the Stock Obligation used to acquire such shares. If the amount of dividends exceeds the amount
needed to repay such principal and 

  

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interest (including any prepayments of principal and interest deemed advisable by the Employer), then in the sole discretion of the Committee, the excess
shall: (A) be allocated to Active Participants on a non-discriminatory basis, consistent with Section 7.2-2(i) above, and in the discretion of the Committee, treated as a dividend described in such Section, or (B) be deemed to be
general earnings of the Trust Fund and used for paying appropriate Plan or Trust related expenditures for the Plan Year, including make-up contributions to inadvertently omitted Eligible Employees under Section 3.6. Notwithstanding the
foregoing, dividends paid on a share of Company Stock may not be used to make payments on a particular Stock Obligation unless the share was acquired with the proceeds of such loan or a refinancing of such loan. 
 Section 8. Adjustments to Accounts. 
 8.1
ESOP Allocations. Amounts available for allocation for a particular Plan Year will be divided into two categories. The first category relates to shares of Company Stock released from the Unallocated Stock Fund attributable to using
cash dividends to make Stock Obligation payments. The second category relates to contributions made by the Employer, shares of Company Stock released from the Unallocated Stock Fund on the basis of Employer contributions (or on the basis of the
complete repayment of the Stock Obligation through the sale or other disposition of Company Stock in the Unallocated Stock Fund) and amounts forfeited from Stock Fund Accounts pursuant to Section 9.5. 
 8.1-1. Shares of Company Stock attributable to the first category will be allocated to the Stock Fund Accounts of eligible Participants as follows:

 (i) first, if dividends paid on shares of Company Stock held in Participants’ Stock Fund Accounts are used to make payments on an
Stock Obligation, there shall be allocated to each such account a number of shares of Company Stock released from the Unallocated Stock Fund with a Fair Market Value (determined as of the Valuation Date coincident with or immediately preceding the
loan payment date) that at least equals the amount of dividends so used, 
 (ii) second, if necessary, any remaining shares of Company
Stock shall be applied to reinstate amounts forfeited from Stock Fund Accounts of former employees who are entitled to a reinstatement under Section 9.5, and 
 (iii) finally, any remaining shares of Company Stock shall be allocated as a general investment gain in proportion to the number of shares held in the Active Participants’ Stock Fund Accounts as of the last
Valuation Date of the Plan Year for which they are allocated in the same manner as described in Section 7.2-2(i). 
 8.1-2. Shares of
Company Stock or cash attributable to the second category (i.e., Employer contributions, Company Stock released from the Unallocated Stock Fund on 

  

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the basis of Employer contributions, and amounts forfeited) will be allocated to the Stock Fund Accounts or Investment Fund Accounts, as the case may be, pro
rata, in proportion to the 415 Compensation of each Active Participant that was earned by such Participant during the period of the Plan Year in which such person participated in the Plan compared to total 415 Compensation for all Active
Participants. 
 8.1-3. Shares of Company Stock or cash attributable to contributions made under Section 4.1-2 shall be allocated
specifically to the Participants on whose behalf such contributions were made. 
 8.1-4 If, in any Plan Year during which an outstanding
Stock Obligation exists, the Employer directs the Trustee to sell or otherwise dispose of a number of shares of Company Stock in the Unallocated Stock Fund sufficient to repay, in its entirety, the Stock Obligations, and following such repayment,
there remains Company Stock or other assets in the Unallocated Stock Fund, such Company Stock or other assets shall be allocated as of the last day of the Plan Year in which the repayment occurred as earnings of the Plan to Active Participants, in
proportion to the number of shares held in Active Participants’ Stock Fund Accounts. 
 8.2 Charges to Accounts. When a
Valuation Date occurs, any distributions made to or on behalf of any Participant or Beneficiary since the last preceding Valuation Date shall be charged to the proper Accounts maintained for that Participant or Beneficiary. 
 8.3 Stock Fund Account. Subject to the provisions of Sections 5 and 8.1, as of the last day of each Plan Year, the Trustee shall
credit to each Participant’s Stock Fund Account: (a) the Participant’s allocable share of Company Stock purchased by the Trustee or contributed by the Employer to the Trust Fund for that year; (b) the Participant’s allocable
share of the Company Stock that is released from the Unallocated Stock Fund for that year; (c) the Participant’s allocable share of any forfeitures of Company Stock arising under the Plan during that year; and (d) any stock dividends
declared and paid during that year on Company Stock credited to the Participant’s Stock Fund Account. 
 8.4 Investment Fund
Account. Subject to the provisions of Sections 5 and 8.1, as of the last day of each Plan Year, the Trustee shall credit to each Participant’s Investment Fund Account: (a) the Participant’s allocable share of any contribution
for that year made by the Employer in cash or in property other than Company Stock that is not used by the Trustee to purchase Company Stock or to make payments due under a Stock Obligation; (b) the Participant’s allocable share of any
forfeitures from the Investment Fund Accounts of other Participants arising under the Plan during that year; (c) any cash dividends paid during that year on Company Stock credited to the Participant’s Stock Fund Account, other than
dividends which are paid directly to the Participant and other than dividends which are used to repay Stock Obligation; and (d) the share of the net income or loss of the Trust Fund properly allocable to that Participant’s Investment Fund
Account, as provided in Section 8.5. 
  

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 8.5 Adjustment to Value of Trust Fund. As of the last day of each Plan Year, the Trustee
shall determine: (i) the net worth of that portion of the Trust Fund which consists of properties other than Company Stock (the “Investment Fund”); and (ii) the increase or decrease in the net worth of the Investment Fund since
the last day of the preceding Plan Year. The net worth of the Investment Fund shall be the fair market value of all properties held by the Trustee under the Trust Agreement other than Company Stock, net of liabilities other than liabilities to
Participants and their beneficiaries. The Trustee shall allocate to the Investment Fund Account of each Participant that percentage of the increase or decrease in the net worth of the Investment Fund equal to the ratio which the balances credited to
the Participant’s Investment Fund Account bear to the total amount credited to all Participants’ Investments Fund Accounts. This allocation shall be made after application of Section 7.2, but before application of Sections 8.1, 8.4
and 5.1. 
 8.6 Participant Statements. Each Plan Year, the Trustee will provide each Participant with a statement of his or
her Account balances as of the last day of the Plan Year. 
 Section 9. Vesting of Participants’ Interests. 
 9.1 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 1
	  	0	%
	 1 year
	  	20	%
	 2 years
	  	40	%
	 3 years
	  	60	%
	 4 years
	  	80	%
	 5 years
	  	100	%

 9.2 Computation of Vesting Years. For purposes of this Plan, a “Vesting
Year” means generally a Plan Year in which an Eligible Employee has performed at least 1,000 Hours of Service, beginning with the first Plan Year in which the Eligible Employee has completed an Hour of Service with the Employer, and including
Service with other Employers as provided in the definition of “Service.” Notwithstanding the above, an Employee who was employed with Ben Franklin Bank of Illinois, a federal mutual savings bank (the “Mutual Association”) which
is the predecessor to the Bank, shall receive credit for vesting purposes for each calendar year of continuous employment with the Mutual Bank in which such Employee completed 1,000 Hours of Service. However, a Participant’s Vesting Years shall
be computed subject to the following conditions and qualifications: 
  

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 9.2-1 To the extent applicable, a Participant’s vested interest in his Account accumulated before
five (5) consecutive one year 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 one year Breaks in Service before his
interest in his Account has become vested to some extent, pre-Break in Service years of Service shall not be required to be taken into account for purposes of determining his post-Break in Service vested percentage. 
 9.2-2 To the extent applicable, in the case of a Participant who has five (5) or more consecutive one year Breaks in Service, the Participant’s
pre-Break in Service will count in vesting of the Employer-derived post-Break in Service 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 one year Breaks in Service is less than the number of years of Service. 
 9.2-3 Notwithstanding any provision of the Plan to the contrary, 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. 
 9.2-4 To the extent applicable, 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. 
 9.3-1 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. 
 9.3-2 The Participant’s interest in his Account
shall also fully vest in the event of a “Change in Control” of the Bank or the Company. For these purposes, “Change in Control” shall mean an event of a nature that (i) would be required to be reported in response to
Item 5.01 of the Current Report on Form 8 K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); or (ii) results in a Change in Control of the Bank or
the Company within the meaning of the Home 

  

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Owners Loan Act, as amended, and applicable rules and regulations promulgated thereunder as in effect at the time of the Change in Control (collectively, the
“HOLA”); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (a) any “Person” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the
“beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank or the Company representing 25% or more of the Bank’s or the Company’s outstanding securities except for any
securities purchased by the Bank’s employee stock ownership plan or trust; or (b) individuals who constitute the Board on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof,
provided, however, that this sub-section (b) shall not apply if the Incumbent Board is replaced by the appointment by a Federal banking agency of a conservator or receiver for the Bank and, provided further that any person
becoming a director subsequent to the date hereof whose election was approved by a vote of at least two-thirds of the directors comprising the Incumbent Board or whose nomination for election by the Company’s stockholders was approved by the
same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (b), considered as though he were a member of the Incumbent Board; or (c) a reorganization, merger, consolidation, sale of all or substantially
all the assets of the Bank or the Company, or similar transaction in which the Bank or Company is not the surviving institution occurs; or (d) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the
current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the class of
securities then subject to the Plan are to be exchanged for or converted into cash or property or securities not issued by the Company; or (e) a tender offer is made for 25% or more of the voting securities of the Company and the shareholders
owning beneficially or of record 25% or more of the outstanding securities of the Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror. Notwithstanding
anything herein to the contrary, the reorganization of the Bank by way of a second step conversion shall not be considered a “Change in Control.” 
 9.3-3 Upon a Change in Control described in 9.3-2, the Plan shall be terminated and the Plan Administrator shall direct the Trustee to sell a sufficient amount of Company Stock from the Unallocated Stock Fund to repay
any outstanding Stock Obligation in full. The proceeds of such sale shall be used to repay such Stock Obligation. After repayment of the Stock Obligation, all remaining shares in the Unallocated Stock Fund (or the proceeds thereof, if applicable)
shall be deemed to be earnings and shall be allocated in accordance with the requirements of Section 8.1-4. 
 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. 
  

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 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 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 immediately upon his termination of Service. In all other cases, a forfeiture will occur on the earlier of (i) the date on which the Participant receives a distribution of the Participant’s vested
Account balance, or (ii) the end of the first Plan Year in which the Participant incurs a Break in Service. 
 If a Participant who has
suffered a forfeiture of the nonvested portion of his Account returns to Service before he has five (5) consecutive one-year Break 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 and 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, then from amounts allocated in accordance with Section 8.1-1(ii), and if insufficient, then from a special contribution by his Employer for that year. Upon repayment by the Participant of the amounts that were distributed from his
or her Accounts: (i) there shall be restored to the Participant’s Stock Fund Account that number of shares that have a value equal to the value of the shares that previously were forfeited from his or her Stock Fund Account (determined as
of the date of forfeiture); and (ii) there shall have been restored to the Participant’s Investment Fund Account the amount forfeited from that Account. 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. Section 5.1, which imposes limitations on allocations to Participants and imposes limitations on contributions by the Bank, shall not apply to a reinstatement under this
Section. 
 9.6 Accounting for Forfeitures. If a portion of a Participant’s Account is forfeited, Company Stock allocated
to said Participant’s Account shall be forfeited only after other assets are forfeited. If interests in more than one class of Company Stock have been allocated to a Participant’s Account, the Participant must be treated as forfeiting the
same proportion of each class of Company 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 or in Section 

  

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3.6, 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. Notwithstanding any provision
to the contrary, if the value of a Participant’s vested Account balance at the time of any distribution does not exceed $1,000, 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 without the Participant’s consent. If the value of a Participant’s vested Account balance is in excess of $5,000, then his benefits shall not be paid prior to his Normal Retirement Date 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 his Normal Retirement Date shall be deemed to be an election to defer commencement of payment of any benefit under this section. Notwithstanding the foregoing, unless a Participant elects
to receive a distribution, the Plan administrator shall transfer accounts in excess of $1,000 but less than $5,000 in a direct rollover to an individual retirement plan designated by the Plan administrator in accordance with Code
Section 401(a)(31)(B) and the regulations promulgated thereunder. All distributions of $5,000 or less that are made pursuant to this Section without the Participant’s consent shall be made in cash. 
 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 in which the Participant separates from service following the Participant’s Normal Retirement Date under the Plan, Disability, or death. 
 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; 
  

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 (ii) occurs the tenth anniversary of the year in which the Participant commenced participation in the
Plan; or 
 (iii) the Participant terminates 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 the Participant’s death shall comply
with the following requirements: 
 (i) If a Participant dies before 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 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 at the date of his death. 
 (iii) If a married Participant dies before benefit payments begin, then the Committee shall
cause the balance in his Account to be paid to his Beneficiary, provided, however, that no election by a married Participant of a different Beneficiary than his surviving Spouse 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. 
  

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 10.2-5 All distributions under this section shall be determined and made in accordance with Code
Section 401(a)(9) and final Treasury Regulations Sections 1.401(a)(9)-1 through 1.401(a)(9)-9, including the minimum distribution incidental benefit requirements of Code Section 401(a)(9)(G). These provisions override any distribution
options in the Plan inconsistent with Code Section 401(a)(9). 
 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 Company Stock. Unless ownership of virtually all Company 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 Company 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 Company Stock. In that event, the
Committee shall apply the Participant’s vested interest in the Investment Fund to purchase sufficient Company Stock from the Stock Fund or from any owner of Company Stock to make the required distribution. In all other cases, other than as
specifically set forth in Section 10.1, the Participant’s vested interest in the Stock Fund shall be distributed in shares of Company Stock, and his vested interest in the Investment Fund shall be distributed in cash. 
 Except in the case of Company Stock that is treated on an established securities market, any Participant who receives Company Stock pursuant to
Section 10.1, and any person who has received Company Stock from the Plan or from such a Participant by reason of the Participant’s death or incompetence, 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 Company Stock to purchase the Company 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 Company 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 

  

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communicated to the Participant its determination as to the Company Stock’s current Fair Market Value. However, the put right shall not apply to the
extent that the Company 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 Company 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. 
 The
Employer or the Trustee, as the case may be, may elect to pay for the Company Stock in equal periodic installments, not less frequently than annually, over a period beginning not later than 30 days after the exercise of the put right and not
exceeding five years, 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.

 Nothing contained herein shall be deemed to obligate any Employer to register any Company Stock under any federal or state securities law
or to create or maintain a public market to facilitate the transfer or disposition of any Company 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 Company Stock to any other person. As to all Company Stock purchased by the Plan in exchange for any Stock Obligation, the put right shall be nonterminable. The put right for Company Stock acquired through a Stock Obligation shall continue with
respect to such Company Stock after the Stock Obligation is repaid or the Plan ceases to be an employee stock ownership plan. 
 10.7
Restrictions on Disposition of Company Stock. Except in the case of Company Stock which is traded on an established securities market, a Participant who receives Company Stock pursuant to Section 10.1, and any person who has
received Company Stock from the Plan or from such a Participant by reason of the Participant’s death or incompetence, 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 Company Stock to any other person, first offer the Company Stock to the issuing Employer and to the Plan at the greater of (i) its current Fair Market Value,
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 Company 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 Company Stock imposed by federal and state securities laws and regulations. 
  

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 10.8 Continuing Loan Provisions; Creations of Protections and Rights. Except as otherwise
provided in Sections 10.6 and 10.7 and this Section, no shares of Company 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 Company 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. 
 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. 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. 
  

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 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: 
 (i) each specific reason for the denial; 
 (ii) specific references to the pertinent Plan provisions on which the denial is based; 
  

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 (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 consist of the those persons appointed to the Committee by the Bank from time to time. 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. 
  

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 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. 
 Further, the
Committee shall have exclusive responsibility and authority with respect to the Plan’s holdings of Company Stock and shall direct the Trustee in all respects regarding the purchase, retention, sale, exchange, and pledge of Company Stock and the
creation and satisfaction of Stock Obligations. 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 Company Stock. Subject to the
direction of the board as to the application of Employer contributions to Stock Obligations, and subject to the provisions of Sections 6.4 and 10.6 as to Participants’ rights under certain circumstances to have their Accounts invested in
Company Stock or in assets other than Company Stock, the Committee shall determine in its sole discretion the extent to which assets of the Trust shall be used to repay Stock Obligations, to purchase Company Stock, or to invest in other assets to be
selected by the Trustee or an investment manager. 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 Company Stock or other assets credited to Participants’ Accounts. In determining the proper extent of the Trust’s investment in Company 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
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. 
 12.5 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. 
 12.6 Execution of
Documents. Any instrument executed by the Committee shall be signed by any member or employee of the Committee. 
 12.7
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. 
 12.8 Responsibilities to Participants. The Committee shall determine which Employees qualify to enter the Plan. The Committee shall furnish
to each Eligible Employee 

  

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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. 
 12.9 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, 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. 
 12.10 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. 
 12.11 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. 
  

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 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 each Employer. 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. The Committee may determine that, and shall inform the Trustee when, reasonable expenses may be charged
directly to the Account or Accounts of a Participant or group of Participants to whom or for whose benefit such expenses are allocable, subject to the guidelines set forth in Field Assistance Bulletin 2003-03, to the extent not superseded, or any
successor directive issued by the Department of Labor. 
 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. 
  

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 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. 
 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 Illinois 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: 
 (i) 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. 
 (ii) 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 

  

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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: 
 (i) 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 
 (ii) 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: 
 (i) 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; 
  

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 (ii) 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 
 (iii) 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: 
 (i) 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. 
 (ii) 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 
 (iii) 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: 
 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 $135,000 (as
adjusted under section 416(i)(1) of the Code), 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. 
  

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 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) or 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.

 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. 
  

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 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 
  

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 (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. 
 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. 
  

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