Exhibit
      10.3

     

    FAIRPORT
      SAVINGS BANK 

     

    EMPLOYEE
      STOCK OWNERSHIP PLAN

     

    (adopted
      effective January 1, 2007)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    FAIRPORT
      SAVINGS BANK

    EMPLOYEE
      STOCK OWNERSHIP PLAN

     

    This
      Employee Stock Ownership Plan, executed on the ________ day of ______________,
      2007, by Fairport Savings Bank, a federally chartered savings and loan
      association (the “Bank”),

     

    WITNESSETH
      THAT

    


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

    


    NOW,
      THEREFORE, the Bank hereby adopts the following Plan setting forth the terms
      and
      conditions pertaining to contributions by the 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

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CONTENTS

     

    
      
        	 	 	
                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

              	
                8

              
	
                3.1

              	
                Initial
                  Eligibility

              	
                8

              
	
                3.2

              	
                Definition
                  of Eligibility Year

              	
                8

              
	
                3.3

              	
                Terminated
                  Employees

              	
                8

              
	
                3.4

              	
                Certain
                  Employees Ineligible

              	
                9

              
	
                3.5

              	
                Participation
                  and Reparticipation

              	
                9

              
	
                3.6

              	
                Omission
                  of Eligible Employee

              	
                
                  9

                

              
	
                3.7

              	
                Inclusion
                  of Ineligible Employee

              	
                
                  9

                

              
	
                Section
                  4.

              	
                Contributions
                  and Credits

              	
                
                  9

                

              
	
                4.1

              	
                Discretionary
                  Contributions

              	
                
                  9

                

              
	
                4.2

              	
                Contributions
                  for Stock Obligations

              	
                10

              
	
                4.3

              	
                Conditions
                  as to Contributions

              	
                
                  10

                

              
	
                4.4

              	
                Rollover
                  Contributions

              	
                
                  10

                

              
	
                Section
                  5.

              	
                Limitations
                  on Contributions and Allocations

              	
                11

              
	
                5.1

              	
                Limitation
                  on Annual Additions

              	
                11

              
	
                5.2

              	
                Effect
                  of Limitations

              	
                12

              
	
                5.3

              	
                Limitations
                  as to Certain Participants

              	
                13

              
	
                5.4

              	
                Erroneous
                  Allocations

              	
                
                  13

                

              
	
                Section
                  6.

              	
                Trust
                  Fund and Its Investment

              	
                
                  13

                

              
	
                6.1

              	
                Creation
                  of Trust Fund

              	
                
                  13

                

              
	
                6.2

              	
                Stock
                  Fund and Investment Fund

              	
                
                  13

                

              
	
                6.3

              	
                Acquisition
                  of Stock

              	
                14

              
	
                6.4

              	
                Participants’
                  Option to Diversify

              	
                
                  14

                

              
	
                Section
                  7.

              	
                Voting
                  Rights and Dividends on Stock

              	
                15

              
	
                7.1

              	
                Voting
                  and Tendering of Stock

              	
                15

              
	
                7.2

              	
                Application
                  of Dividends

              	
                16

              
	
                Section
                  8.

              	
                Adjustments
                  to Accounts

              	
                17

              
	
                8.1

              	
                ESOP
                  Allocations

              	
                17

              
	
                8.2

              	
                Charges
                  to Accounts

              	
                18

              
	
                8.3

              	
                Stock
                  Fund Account

              	
                18

              
	
                8.4

              	
                Investment
                  Fund Account

              	
                18

              
	
                8.5

              	
                Adjustment
                  to Value of Trust Fund

              	
                18

              
	
                8.6

              	
                Participant
                  Statements

              	
                18

              
	
                Section
                  9.

              	
                Vesting
                  of Participants’ Interests

              	
                19

              
	
                9.1

              	
                Deferred
                  Vesting in Accounts

              	
                19

              
	
                9.2

              	
                Computation
                  of Vesting Years

              	
                19

              
	
                9.3

              	
                Full
                  Vesting Upon Certain Events

              	
                20

              
	
                9.4

              	
                Full
                  Vesting Upon Plan Termination

              	
                21

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                9.5

              	
                Forfeiture,
                  Repayment, and Restoral

              	
                21

              
	
                9.6

              	
                Accounting
                  for Forfeitures

              	
                
                  21

                

              
	
                9.7

              	
                Vesting
                  and Nonforfeitability

              	
                
                  21

                

              
	
                Section
                  10.

              	
                Payment
                  of Benefits

              	
                
                  21

                

              
	
                10.1

              	
                Benefits
                  for Participants

              	
                
                  21

                

              
	
                10.2

              	
                Time
                  for Distribution

              	
                22

              
	
                10.3

              	
                Marital
                  Status

              	
                23

              
	
                10.4

              	
                Delay
                  in Benefit Determination

              	
                
                  23

                

              
	
                10.5

              	
                Accounting
                  for Benefit Payments

              	
                
                  23

                

              
	
                10.6

              	
                Options
                  to Receive and Sell Stock

              	
                
                  23

                

              
	
                10.7

              	
                Restrictions
                  on Disposition of Stock

              	
                24

              
	
                10.8

              	
                Continuing
                  Loan Provisions; Creations of Protections and
                  Rights

              	
                24

              
	
                10.9

              	
                Direct
                  Rollover of Eligible Distribution

              	
                24

              
	
                10.10
                  

              	
                Waiver
                  of 30-Day Period After Notice of Distribution

              	
                25

              
	
                Section
                  11.

              	
                Rules
                  Governing Benefit Claims and Review of Appeals

              	
                25

              
	
                11.1

              	
                Claim
                  for Benefits

              	
                25

              
	
                11.2

              	
                Notification
                  by Committee

              	
                26

              
	
                11.3

              	
                Claims
                  Review Procedure

              	
                26

              
	
                Section
                  12.

              	
                The
                  Committee and its Functions

              	
                26

              
	
                12.1

              	
                Authority
                  of Committee

              	
                26

              
	
                12.2

              	
                Identity
                  of Committee

              	
                26

              
	
                12.3

              	
                Duties
                  of Committee

              	
                27

              
	
                12.4

              	
                Valuation
                  of Stock

              	
                
                  27

                

              
	
                12.5

              	
                Compliance
                  with ERISA

              	
                
                  27

                

              
	
                12.6

              	
                Action
                  by Committee

              	
                
                  27

                

              
	
                12.7

              	
                Execution
                  of Documents

              	
                
                  27

                

              
	
                12.8

              	
                Adoption
                  of Rules

              	
                
                  27

                

              
	
                12.9

              	
                Responsibilities
                  to Participants

              	
                
                  27

                

              
	
                12.10

              	
                Alternative
                  Payees in Event of Incapacity

              	
                28

              
	
                12.11

              	
                Indemnification
                  by Employers

              	
                
                  28

                

              
	
                12.12

              	
                Nonparticipation
                  by Interested Member

              	
                
                  28

                

              
	
                Section
                  13.

              	
                Adoption,
                  Amendment, or Termination of the Plan

              	
                
                  28

                

              
	
                13.1

              	
                Adoption
                  of Plan by Other Employers

              	
                
                  28

                

              
	
                13.2

              	
                Plan
                  Adoption Subject to Qualification

              	
                
                  28

                

              
	
                13.3

              	
                Right
                  to Amend or Terminate

              	
                29

              
	
                Section
                  14.

              	
                Miscellaneous
                  Provisions

              	
                
                  29

                

              
	
                14.1

              	
                Plan
                  Creates No Employment Rights

              	
                
                  29

                

              
	
                14.2

              	
                Nonassignability
                  of Benefits

              	
                
                  29

                

              
	
                14.3

              	
                Limit
                  of Employer Liability

              	
                
                  29

                

              
	
                14.4

              	
                Treatment
                  of Expenses

              	
                
                  29

                

              
	
                14.5

              	
                Number
                  and Gender

              	
                30

              
	
                14.6

              	
                Nondiversion
                  of Assets

              	
                
                  30

                

              
	
                14.7

              	
                Separability
                  of Provisions

              	
                
                  30

                

              
	
                14.8

              	
                Service
                  of Process

              	
                
                  30

                

              
	
                14.9

              	
                Governing
                  State Law

              	
                
                  30

                

              
	
                14.10

              	
                Employer
                  Contributions Conditioned on Deductibility

              	
                
                  30

                

              
	
                14.11

              	
                Unclaimed
                  Accounts

              	
                
                  30

                

              
	
                14.12

              	
                Qualified
                  Domestic Relations Order

              	
                
                  30

                

              
	
                Section
                  15.

              	
                Top-Heavy
                  Provisions

              	
                31

              
	
                15.1

              	
                Top-Heavy
                  Plan

              	
                31

              


      

       

      
        
          
          

        

        
          (ii)

          
            

          

        

        
          
          

        

      

       

      
        	
                15.2

              	
                Super
                  Top-Heavy Plan

              	
                
                  31

                

              
	
                15.3

              	
                Definitions

              	
                32

              
	
                15.4

              	
                Top-Heavy
                  Rules of Application

              	
                33

              
	
                15.5

              	
                Minimum
                  Contributions

              	
                34

              
	
                15.6

              	
                Minimum
                  Vesting

              	
                34

              
	
                15.7

              	
                Top-Heavy
                  Provisions Control in Top-Heavy Plan

              	
                34

              


      

    

     

    
      
        
        

      

      
        (iii)

        
          

        

      

      
        
        

      

    

     

    

       FAIRPORT
        SAVINGS BANK

       EMPLOYEE
        STOCK OWNERSHIP PLAN

       

      Section
        1.  Plan
        Identity.

      


      1.1      
        Name.
        The
        name of this Plan is “Fairport Savings Bank Employee Stock Ownership
        Plan.”

      


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

      


      1.3      
        Effective
        Date.
        The
        Effective Date of this Plan is January 1, 2007.

      


      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
        Fairport Savings Bank and any entity which succeeds to the business of Fairport
        Savings Bank 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
        FSB Community Bankshares, Inc., the holding company of the Bank, and any
        successor entity which succeeds to the business of the Company.

      


      “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” means
        retirement on or after the date a Participant attains age 55 and has completed
        10 years of Service.

      


      “Effective
        Date”
        means
        January 1, 2007.

      


      “Eligible
        Employee”
means
        an Employee, other than an Employee identified in Section 3.4, who has both
        (i)
        satisfied the age requirement of Section 3.1(ii) and (ii) has performed 1,000
        Hours of Service in the applicable Eligibility Year in accordance with Section
        3.2.

      


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

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

       

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

      

       

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

      


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

      


      “415
        Compensation” 

      


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

      


      (b)      
        Any
        elective deferral as defined in Code Section 402(g)(3) (any Employer
        contributions made on behalf of a Participant to the 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 $225,000 (as indexed) shall be disregarded for
        all
        Participants. For purposes of this sub-section, the $225,000 limit shall
        be
        referred to as the “applicable limit” for the Plan Year in question. The
        $225,000 limit shall be adjusted for increases in the cost of living in
        accordance with Section 401(a)(17)(B) of the Code, effective for the Plan
        Year
        which begins within the applicable calendar year. For purposes of the applicable
        limit, 415 Compensation shall be prorated over short Plan Years. 

      


      “Highly
        Paid Employee”
        for any
        Plan Year means an Employee who, during either that or the immediately preceding
        Plan Year was at any time a five percent owner of the Employer (as defined
        in
        Code Section 416(i)(1)) or, during the immediately preceding Plan Year, had
        415
        Compensation exceeding $100,000 and was among the most highly compensated
        one-fifth of all Employees (the $100,000 amount is adjusted at the same time
        and
        in the same manner as under Code Section 415(d)). For these purposes, “the most
        highly compensated one-fifth of all Employees” shall be determined by taking
        into account all individuals working for all related Employer entities described
        in the definition of “Service,” but excluding any individual who has not
        completed six months of Service, who normally works fewer than 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.
        The
        applicable year for which a determination is being made is called a
“determination year” and the preceding 12-month period is called a look-back
        year.

       

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

       

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

      

       

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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


      “Normal
        Retirement Date”
        means
        the first day of the month coincident with or next following a Participant’s
        65th
        birthday. 

       

      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

      


      “Participant”
        means
        any Eligible Employee who is an Active Participant participating in the Plan,
        or
        Eligible 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 commencing January 1, 2007 and ending December 31,
        2007
        and each period of 12 consecutive months beginning on January 1 of each
        succeeding year.

      


      “Recognized
        Absence”
        means a
        period for which --

      


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

      


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

      


      (c)      
        an
        Employee is on active military duty, but only to the extent that his employment
        rights are protected by the Military Selective Service Act of 1967 (38 U.S.C.
        Sec. 2021).

      


       “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 or she 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;

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

       

      (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;

       

      (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.

       

      (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;

       

      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      

       

      (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 either (i) for a period after 1975 in
        which
        the other entity is a member of a controlled group of corporations or is
        under
        common control with other trades and businesses within the meaning of Section
        414(b) or 414(c) of the Code, and a member of the controlled group or one
        of the
        trades and businesses is an Employer, (ii) for a period after 1979 in which
        the
        other entity is a member of an affiliated service group within the meaning
        of
        Section 414(m) of the Code, and a member of the affiliated service group
        is an
        Employer, or (iii) all Employers aggregated with the Employer under Section
        414(o) of the Code (but not until the Proposed Regulations under Section
        414(o)
        become effective). Notwithstanding any provision of this Plan to the contrary,
        contributions, benefits and service credit with respect to qualified military
        service will be provided in accordance with Section 414(u) of the
        Code.

      


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

      


      “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 “Stock” shall include fractional shares, unless the
        context clearly indicates otherwise.

      


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

      


      “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.

       

      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      

       

      “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 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 Stock each
        business day. If at any time there shall be no generally-recognized market
        for
        the 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.

      


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

      


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

      


      Section
        3.  Eligibility
        for Participation.

      


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

      


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

      


      (ii)      
        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 Eligible Employee’s first “eligibility period” is
        the 12-consecutive month period beginning on the first day on which he has
        an
        Hour of Service, and subsequent eligibility periods shall commence on the
        first
        anniversary of the date on which the Employee first completed an Hour of
        Service
        for the Employer.

      


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

       

      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      

       

      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.

      


      
        
          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 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 fiscal 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 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.

       

      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      

       

      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 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 Stock held in the Unallocated Stock Account,
        shall be applied to the Stock Obligation related to that Stock, subject to
        Section 7.2.

      


      In
        each
        Plan Year in which Employer contributions, earnings on contributions, or
        dividends on Stock in the Unallocated Stock Fund are used as payments under
        a
        Stock Obligation, a certain number of shares of the 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.

      


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

      


      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.

       

      
        
          
          

        

        
          -10-

          
            

          

        

        
          
          

        

      

       

      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 Paid 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 Employer for this purpose) shall not exceed
        the
        lesser of $45,000 (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. Annual additions to a defined contribution plan
        also
        include amounts allocated, after March 31, 1984, to an individual medical
        account, as defined in Section 415(l)(2) of the Internal Revenue Code, which
        is
        part of a pension or annuity plan maintained by the Employer, amounts derived
        from contributions paid or accrued after December 31, 1985, in taxable
        years ending after such date, which are attributable to post-retirement medical
        benefits allocated to the separate account of a Key Employee under a welfare
        benefit fund, as defined in Section 419A(d) of the Internal Revenue Code,
        maintained by the Employer. 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.

       

      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

        

         

      

      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 Paid 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 within the Plan Year.

      


      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.

       

      
        
          
          

        

        
          -12-

          
            

          

        

        
          
          

        

      

       

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

      


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

      


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

      


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

      


      5.4      
        Erroneous
        Allocations.
        No
        Participant shall be entitled to any annual additions or other allocations
        to
        his Account in excess of those permitted under Section 5. If it is determined
        at
        any time that the administrator and/or Trustee have erred in accepting and
        allocating any contributions or forfeitures under this Plan, or in allocating
        investment adjustments, or in excluding or including any person as a
        Participant, then the administrator, in a uniform and nondiscriminatory manner,
        shall determine the manner in which such error shall be corrected, 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.

      


      Section
        6.       Trust
        Fund and Its Investment.

      


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

      


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

       

      
        
          
          

        

        
          -13-

          
            

          

        

        
          
          

        

      

       

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

      


      6.3-3      Any
        pledge of Stock to secure a Stock Obligation must provide for the release
        of
        pledged 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 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.

      


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

       

      
        
          
          

        

        
          -14-

          
            

          

        

        
          
          

        

      

       

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

      


      6.4-2  The
        Plan
        may 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 Stock.

      


      7.1    
        Voting
        and Tendering of Stock.
        

      


       7.1-1.
        The Trustee generally shall vote all shares of Stock held under the Plan
        in
        accordance with the written instructions of the Committee.  However, if any
        Employer has registration-type class of securities within the meaning of
        Section
        409(e)(4) of the Code, or if a matter submitted to the holders of the Stock
        involves a merger, consolidation, recapitalization, reclassification,
        liquidation, dissolution, or sale of substantially all assets of an entity,
        then
        (i) the shares of Stock which have been allocated to Participants’ Accounts
        shall be voted by the Trustee in accordance with the Participants’ written
        instructions, and (ii) the Trustee shall vote any unallocated Stock, allocated
        Stock for which it has received no voting instructions, and Stock for which
        Participants vote to “abstain,” in the same proportions as it votes the
        allocated 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 Stock
        have
        been allocated to Participants’ Accounts at the time 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 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 Stock
        must be
        voted by the Trustee in a manner determined by the Trustee to be for the
        exclusive benefit of the Participants and Beneficiaries. Whenever such voting
        rights are to be exercised, the Employers shall provide the Trustee, in a
        timely
        manner, with the same notices and other materials as are provided to other
        holders of the Stock, which the Trustee shall distribute to the Participants.
        The Participants shall be provided with adequate opportunity to deliver their
        instructions to the Trustee regarding the voting of Stock allocated to their
        Accounts. The instructions of the Participants with respect to the voting
        of
        allocated shares hereunder shall be confidential.

       

      
        
          
          

        

        
          -15-

          
            

          

        

        
          
          

        

      

       

      7.1-2
        In
        the event of a tender offer, Stock shall be tendered by the Trustee in the
        same
        manner as set forth above with respect to the voting of Stock. Notwithstanding
        any provision hereunder to the contrary, Stock must be tendered by the Trustee
        in a manner determined by the Trustee to be for the exclusive benefit of
        the
        Participants and Beneficiaries.

      


      	7.2   
                     	
              Application
                of Dividends.
                 

            


      


      7.2-1      
        Stock
        Dividends.
        Dividends on Stock which are received by the Trustee in the form of additional
        Stock shall be retained in the Stock Fund, and shall be allocated among the
        Participants’ Accounts and the Unallocated Stock Fund in accordance with their
        holdings of the 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 Stock held in Participants’ Accounts or
        the Unallocated Stock Fund. 

      


      (i)      
        On
        Stock in Participants’ Accounts.
        (A)  Employer
        Exercises Discretion.
        Dividends on Stock credited to Participants’ Accounts which are received by the
        Trustee in the form of cash shall, at the direction of the Employer paying
        the
        dividends, either (i) be credited to the Accounts in accordance with Section
        8.4(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 Stock allocated to a Participant’s Account are used to repay the
        Stock Obligation, 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
        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 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. 

       

      
        
          
          

        

        
          -16-

          
            

          

        

        
          
          

        

      

       

      (ii)      
        On
        Stock in the Unallocated Stock Fund.
        Dividends received on shares of 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 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. Notwithstanding the foregoing, dividends paid on a share of 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 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 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 Stock in the
        Unallocated Stock Fund) and amounts forfeited from Stock Fund Accounts pursuant
        to Section 9.5.

       

      8.1-1.      
        Shares
        of
        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 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 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 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 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 Stock or cash attributable to the second category (i.e., Employer
        contributions, Stock released from the Unallocated Stock Fund on 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. 

       

      
        
          
          

        

        
          -17-

          
            

          

        

        
          
          

        

      

       

      8.1-3.  Shares
        of 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.

       

      8.2      
        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 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 Stock that is released from the Unallocated Stock Fund for that
        year; (c) the Participant’s allocable share of any forfeitures of Stock arising
        under the Plan during that year; and (d) any stock dividends declared and
        paid
        during that year on Stock credited to the Participant’s Stock Fund
        Account.

      


      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
        Stock
        in the Unallocated Stock Fund sufficient to repay, in its entirety, the Stock
        Obligations, and following such repayment, there remains Stock or other assets
        in the Unallocated Stock Fund, such 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.

      


      8.4      
        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 Stock that is not used by the
        Trustee
        to purchase Employer 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 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.

      


      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
        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 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.

       

      
        
          
          

        

        
          -18-

          
            

          

        

        
          
          

        

      

       

      Section
        9.       Vesting
        of Participants’ Interests.

      


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

      


      
        	
                Vesting

                Years

              	 	
                Percentage
                  of

                Interest
                  Vested

              
	
                Fewer
                  than 2

              	 	
                0%

              
	
                2

              	 	
                20%

              
	
                3

              	 	
                40%

              
	
                4

              	 	
                60%

              
	
                5

              	 	
                80%

              
	
                6
                  or more

              	 	
                100%

              


      

      


       9.2      
        Computation
        of Vesting Years.
        For
        purposes of this Plan, a “Vesting Year” means generally a Plan Year in which an
        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 Eligible
        Employee employed with the Bank shall receive credit for vesting purposes
        for
        each calendar year of continuous employment with the Bank, prior to the adoption
        of the Plan, in which such Eligible Employee completed at least 1,000 Hours
        of
        Service (such years shall also be referred to as “Vesting Years”), up to a
        maximum of ____________ Vesting Years. However, a Participant’s Vesting Years
        shall be computed subject to the following conditions and
        qualifications:

      


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

      


      9.2-2 
          To the extent applicable, a Participant’s vested interest in his Account
        accumulated before five (5) consecutive one year Break 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 Break
        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.

      


      9.2-3  
To
        the extent applicable, in the case of a Participant who has 5 or more
        consecutive one year Break 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.

      


      9.2-4  
        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.

      


      9.2-5 
        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.

       

      
        
          
          

        

        
          -19-

          
            

          

        

        
          
          

        

      

       

      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 a change in control 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 Owners
        Loan
        Act, as amended (“HOLA”), and applicable rules and regulations promulgated
        thereunder, as in effect at the time of the Change in Control; 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 Company
        representing 25% or more of the combined voting power of 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
        that any
        person becoming a director subsequent to the date hereof whose election was
        approved by a vote of at least three-quarters 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 plan of 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 Company 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 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.

       

      
        
          
          

        

        
          -20-

          
            

          

        

        
          
          

        

      

       

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

      


      9.5      
        Forfeiture,
        Repayment, and Restoral.
        If a
        Participant’s Service terminates before his interest in his Account is fully
        vested, that portion which has not vested shall be forfeited if he either
        (i)
        receives a distribution of his entire vested interest pursuant to Section
        10.1,
        or (ii) incurs a one year Break in Service. If a Participant’s Service
        terminates prior to having any portion of his Account become vested, such
        Participant shall be deemed to have received a distribution of his vested
        interest immediately upon his termination of 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; 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.
        If
        the Participant did not receive a distribution of his vested Account balance,
        any forfeiture restored shall include earnings that would have been credited
        to
        the Account but for the forfeiture. A Participant who was deemed to have
        received a distribution of his vested interest in the Plan shall have his
        Account restored as of the first day on which he performs an Hour of Service
        after his return.

      


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

      


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

      


      Section
        10.       Payment
        of Benefits.

      


      10.1      
        Benefits
        for Participants.
        For a
        Participant whose Service ends for any reason, distribution will be made
        to or
        for the benefit of the Participant or, in the case of the
        Participant=s
        death,
        his Beneficiary, by payment in a lump sum, in accordance with Section
        10.2. 
        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. 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 the later of the time he has attained
        Normal
        Retirement or age 62 unless he elects an early payment date in a written
        election filed with the Committee. A Participant may modify such an election
        at
        any time, provided any new benefit payment date is at least 30 days after
        a
        modified election is delivered to the Committee. Failure of a Participant
        to
        consent to a distribution prior to the later of Normal Retirement or age
        62
        shall be deemed to be an election to defer commencement of payment of any
        benefit under this section. Notwithstanding the foregoing, in the event a
        distribution of more than $1,000 but not exceeding $5,000 is made in accordance
        with the above without the Participant’s consent, then the Plan administrator
        shall pay the distribution 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.

       

      
        
          
          

        

        
          -21-

          
            

          

        

        
          
          

        

      

       

      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 by reason of attainment of Normal
        Retirement Age 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;

      


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

      


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

      


      10.2-3  Notwithstanding
        anything to the contrary, (1) with respect to a 5-percent owner (as defined
        in
        Code Section 416), distribution of a Participant’s Account shall commence
        (whether or not he remains in the employ of the Employer) not later than
        the
        April 1 of the calendar year next following the calendar year in which the
        Participant attains age 702,
        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 702,
        or, if
        later, the year in which the Participant retires. A Participant’s benefit from
        that portion of his Account committed to the Investment Fund shall be calculated
        on the basis of the most recent Valuation Date before the date of
        payment.

      


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

      


      (i)      
        If
        a
        Participant dies before his distributions have commenced, distribution of
        his
        Account to his Beneficiary shall commence not later than one year after the
        end
        of the Plan Year in which the Participant died; however, if the Participant’s
        Beneficiary is his surviving Spouse, distributions may commence on the date
        on
        which the Participant would have attained age 702.
        In
        either case, distributions shall be completed within five years after they
        commence.

       

      
        
          
          

        

        
          -22-

          
            

          

        

        
          
          

        

      

       

    

    
      


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

      


      10.2-5
        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 Stock.
        Unless
        ownership of virtually all Stock is restricted to active Employees and qualified
        retirement plans for the benefit of Employees pursuant to the certificates
        of
        incorporation or by-laws of the Employers issuing Stock, a terminated
        Participant or the Beneficiary of a deceased Participant may instruct the
        Committee to distribute the Participant’s entire vested interest in his Account
        in the form of Stock. In that event, the Committee shall apply the Participant’s
        vested interest in the Investment Fund to purchase sufficient Stock from
        the
        Stock Fund or from any owner of Stock to make the required distribution.
        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 Stock, and his vested interest in the Investment Fund shall be distributed
        in
        cash.

       

      
        
          
          

        

        
          -23-

          
            

          

        

        
          
          

        

      

       

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

      


      The
        Employer or the Trustee, as the case may be, may elect to pay for the Stock
        in
        equal periodic installments, not less frequently than annually, over a period
        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
        Stock
        under any federal or state securities law or to create or maintain a public
        market to facilitate the transfer or disposition of any Stock. The put right
        described herein may only be exercised by a person described in the second
        preceding paragraph, and may not be transferred with any Stock to any other
        person. As to all Stock purchased by the Plan in exchange for any Stock
        Obligation, the put right shall be nonterminable. The put right for Stock
        acquired through a Stock Obligation shall continue with respect to such Stock
        after the Stock Obligation is repaid or the Plan ceases to be an employee
        stock
        ownership plan.

      


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

      


      10.8      
        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
        Employer Stock held or distributed by the Trustee may be subject to a put,
        call
        or other option, or buy-sell arrangement. The provisions of this Section
        shall
        continue to be applicable to such Stock even if the Plan ceases to be an
        employee stock ownership plan under Section 4975(e)(7) of the Code.

      


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

       

      
        
          
          

        

        
          -24-

          
            

          

        

        
          
          

        

      

       

      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. 

      


      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.

       

      
        
          
          

        

        
          -25-

          
            

          

        

        
          
          

        

      

       

      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;

      


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

       

      
        
          
          

        

        
          -26-

          
            

          

        

        
          
          

        

      

       

      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 Stock and shall direct the Trustee in all respects
        regarding the purchase, retention, sale, exchange, and pledge of 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 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 Stock or in assets other than 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 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 Stock
        or
        other assets credited to Participants’ Accounts. In determining the proper
        extent of the Trust’s investment in Stock, the Committee shall be authorized to
        employ investment counsel, legal counsel, appraisers, and other agents and
        to
        pay their reasonable expenses and compensation.

      


      12.4      
        Valuation
        of Stock.
        If the
        valuation of any Stock is not established by reported trading on a generally
        recognized public market, the valuation of such Stock shall be determined
        by an
        independent appraiser. For purposes of the preceding sentence, the term
“independent appraiser” means any appraiser meeting requirements similar to the
        requirements of the regulations prescribed under Section 170(a)(1) of the
        Code.


      


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

      


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

      


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

      


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

      


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

       

      
        
          
          

        

        
          -27-

          
            

          

        

        
          
          

        

      

       

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

      


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

      


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

      


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

      


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

      


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

       

      
        
          
          

        

        
          -28-

          
            

          

        

        
          
          

        

      

       

      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.

      


      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.

       

      
        
          
          

        

        
          -29-

          
            

          

        

        
          
          

        

      

       

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

      


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

      


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

      


      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 New
        York
        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 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.

       

      
        
          
          

        

        
          -30-

          
            

          

        

        
          
          

        

      

       

      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;

      


      (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.

       

      
        
          
          

        

        
          -31-

          
            

          

        

        
          
          

        

      

       

      (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
        $145,000 (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.

      


      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.

       

      
        
          
          

        

        
          -32-

          
            

          

        

        
          
          

        

      

       

      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. 

      


      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. 

       

      
        
          
          

        

        
          -33-

          
            

          

        

        
          
          

        

      

       

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

      


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

      


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

       

      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      
        Minimum
        Vesting.
        For any
        Plan Year in which this Plan is Top-Heavy, Participant’s vested interest in his
        Account shall be based on the following “top-heavy table”: 

      


      
        	
                Vesting

                Years

              	 	
                Percentage
                  of 

                Interest
                  Vested

              
	
                Fewer
                  than 2 years

              	 	
                0%

              
	
                2

              	 	
                20%

              
	
                3

              	 	
                40%

              
	
                4

              	 	
                60%

              
	
                5

              	 	
                80%

              
	
                6
                  or more

              	 	
                100%

              


      

      


      15.7      
        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.

       

      
        
          
          

        

        
          -34-