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                                 EXHIBIT 10.9

Exhibit 10.9    Amendment to No. 1 no the North Central Bancshares, Inc. 1996
                Stock Option Plan



                   FIRST FEDERAL SAVINGS BANK OF FORT DODGE

                        EMPLOYEE STOCK OWNERSHIP PLAN


                     (adopted effective January 1, 1994)

               (Incorporating the First and Second Amendments)

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                                   CONTENTS

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.                                                  2

Section 3. ELIGIBILITY FOR PARTICIPATION                                12
           3.1     INITIAL ELIGIBILITY                                  13
           3.2     DEFINITION OF ELIGIBILITY YEAR                       13
           3.3     TERMINATED EMPLOYEES                                 13
           3.4     CERTAIN EMPLOYEES INELIGIBLE                         13
           3.5     PARTICIPATION AND REPARTICIPATION                    14

Section 4. CONTRIBUTIONS AND CREDITS                                    14
           4.1     DISCRETIONARY CONTRIBUTIONS                          14
           4.2     CONTRIBUTIONS FOR STOCK OBLIGATIONS                  14
           4.3     DEFINITIONS RELATED TO CONTRIBUTIONS                 15
           4.4     CONDITIONS AS TO CONTRIBUTIONS                       16
           4.5     TRANSFERS                                            17

Section 5. LIMITATIONS ON CONTRIBUTIONS AND ALLOCATIONS                 17
           5.1     LIMITATION ON ANNUAL ADDITIONS                       17
           5.2     COORDINATED LIMITATION WITH OTHER PLANS              19
           5.3     EFFECT OF LIMITATIONS                                20
           5.4     LIMITATIONS AS TO CERTAIN PARTICIPANTS               20

Section 6. TRUST FUND AND ITS INVESTMENT                                22
           6.1     CREATION OF TRUST FUND                               22
           6.2     STOCK FUND AND INVESTMENT FUND                       22
           6.3     ACQUISITION OF STOCK                                 22
           6.4     PARTICIPANTS' OPTION TO DIVERSIFY                    24

Section 7. VOTING RIGHTS AND DIVIDENDS ON STOCK                         25
           7.1     VOTING AND TENDERING OF STOCK                        25
           7.2     DIVIDENDS ON STOCK                                   26

Section 8. ADJUSTMENTS TO ACCOUNTS                                      27
           8.1     ADJUSTMENTS FOR TRANSACTIONS                         27
           8.2     VALUATION OF INVESTMENT FUND                         27
           8.3     ADJUSTMENTS FOR INVESTMENT EXPERIENCE                28

SECTION 9. VESTING OF PARTICIPANTS' INTERESTS                           28
           9.1     DEFERRED VESTING IN ACCOUNTS                         28

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           9.2     COMPUTATION OF VESTING YEARS                         29
           9.3     FULL VESTING UPON CERTAIN EVENTS                     29
           9.3-1   FULL VESTING UPON CHANGE OF CONTROL                  29
           9.3-2   FULL VESTING UPON PLAN TERMINATION                   31
           9.4     FORFEITURE, REPAYMENT, AND RESTORAL                  31
           9.5     ACCOUNTING FOR FORFEITURES                           32
           9.6     VESTING AND NONFORFEITABILITY                        32

SECTION 10. PAYMENT OF BENEFITS                                         32
            10.1   BENEFITS FOR PARTICIPANTS                            32
            10.2   TIME FOR DISTRIBUTION                                33
            10.3   MARITAL STATUS                                       35
            10.4   DELAY IN BENEFIT DETERMINATION                       36
            10.5   ACCOUNTING FOR BENEFIT PAYMENTS                      36
            10.6   OPTIONS TO RECEIVE AND SELL STOCK                    36
            10.7   RESTRICTIONS ON DISPOSITION OF STOCK                 38
            10.8   CONTINUING LOAN PROVISIONS; CREATIONS OF
                   PROTECTIONS AND RIGHTS                               39
            10.9   DIRECT ROLLOVER OF ELIGIBLE DISTRIBUTION             39

Section 11. RULES GOVERNING BENEFIT CLAIMS AND REVIEW OF APPEALS        40
            11.1   CLAIM FOR BENEFITS                                   40
            11.2   NOTIFICATION BY COMMITTEE                            40
            11.3   CLAIMS REVIEW PROCEDURE                              41

Section 12. THE COMMITTEE AND ITS FUNCTIONS                             41
            12.1   AUTHORITY OF COMMITTEE                               41
            12.2   IDENTITY OF COMMITTEE                                42
            12.3   DUTIES OF COMMITTEE                                  42
            12.4   VALUATION OF STOCK                                   43
            12.5   COMPLIANCE WITH ERISA                                43
            12.6   ACTION BY COMMITTEE                                  44
            12.7   EXECUTION OF DOCUMENTS                               44
            12.8   ADOPTION OF RULES                                    44
            12.9   RESPONSIBILITIES TO PARTICIPANTS                     44
            12.10  ALTERNATIVE PAYEES IN EVENT OF INCAPACITY            45
            12.11  INDEMNIFICATION BY EMPLOYERS                         45
            12.12  NONPARTICIPATION BY INTERESTED MEMBER                45

Section 13. ADOPTION, AMENDMENT, OR TERMINATION OF THE PLAN             46
            13.1   ADOPTION OF PLAN BY OTHER EMPLOYERS                  46
            13.2   ADOPTION OF PLAN BY SUCCESSOR                        46
            13.3   PLAN ADOPTION SUBJECT TO QUALIFICATION               46
            13.4   RIGHT TO AMEND OR TERMINATE                          47

Section 14. MISCELLANEOUS PROVISIONS                                    48
            14.1   PLAN CREATES NO EMPLOYMENT RIGHTS                    48
            14.2   NONASSIGNABILITY OF BENEFITS                         49
            14.3   LIMIT OF EMPLOYER LIABILITY                          49
            14.4   TREATMENT OF EXPENSES                                49
            14.5   NUMBER AND GENDER                                    49

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            14.6   NONDIVISION OF ASSETS                                50
            14.7   SEPARABILITY OF PROVISIONS                           50
            14.8   SERVICE OF PROCESS                                   50
            14.9   GOVERNING STATE LAW                                  50
            14.10  EMPLOYER CONTRIBUTIONS CONDITIONED ON DEDUCTIBILITY  50
            14.11  UNCLAIMED ACCOUNTS                                   50
            14.12  QUALIFIED DOMESTIC RELATIONS ORDER                   51

Section 15. TOP-HEAVY PROVISIONS                                        53
            15.1   TOP-HEAVY PLAN                                       53
            15.2   SUPER TOP-HEAVY PLAN                                 53
            15.3   DEFINITIONS                                          53
            15.4   TOP-HEAVY RULES OF APPLICATION                       55
            15.5   TOP-HEAVY RATIO                                      56
            15.6   MINIMUM CONTRIBUTIONS                                57
            15.7   MINIMUM VESTING                                      57
            15.8   MAXIMUM COMPENSATION                                 58
            15.9   TOP-HEAVY PROVISIONS CONTROL IN TOP-HEAVY PLAN       58

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FIRST FEDERAL SAVINGS BANK OF FORT DODGE
EMPLOYEE STOCK OWNERSHIP PLAN


SECTION 5.PLAN IDENTITY.

     1.1     NAME.  The name of this Plan is "First Federal Savings Bank of
Fort Dodge 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,
1994.

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

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

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

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

SECTION 6. 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:

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     "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 any Employee who has satisfied the eligibility
requirements of Section 3 and who qualifies as an Active Participant for a
particular Plan Year under Section 4.3.

     "BANK" means First Federal Savings Bank of Fort Dodge, and any entity
which succeeds to the business of First Federal Savings Bank of Fort Dodge and
adopts this Plan as its own pursuant to Section 13.2.

     "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 Vesting Year 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 (but shall not be credited with more than 501 Hours of
Service for the sole purpose of avoiding 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 beginning on or after January 1, 1985, (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, tely 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.

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     "COMMITTEE" means the committee responsible for the administration of
this Plan in accordance with Section 12.

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

     "EARLY RETIREMENT" means retirement on or after a Participant's
attainment of age 55 and the completion of ten years of Service for an
Employer. If the Participant separates from Service before satisfying the age
requirement, but has satisfied the Service requirement, the Participant will
be entitled to elect Early Retirement upon satisfaction of the age
requirement.

     "EFFECTIVE DATE" means January 1, 1994.

     "EMPLOYEE" means any individual who is or has been emp 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

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one year, if such services are of a type historically performed by employees
in the Employer's business field. 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 Total 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).

     "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 I and
July 1 of each Plan Year.

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

     "HIGHLY PAID EMPLOYEE" for any Plan Year means an Employee who, during
either of that or the immediately preceding Plan Year, (i) owned more than
five percent of the outstanding equity interest or the outstanding voting
interest in any Employer, (ii) had Total Compensation exceeding $75,000 (as
adjusted pursuant to section 415(d) of the Code), (iii) had Total Compensation
exceeding $50,000 (as adjusted pursuant to section 415(d) of the Code) and was
among the most highly compensated one-fifth of all Employees, or (iv) was at
any time an officer of an Employer and had Total Compensation exceeding
$45,000 (or 50 percent of the currently applicable dollar limit under Section
415(b)(1)(A) of the Code). For this purpose:

             (a)     "Total Compensation" shall include any amount which is
        excludable from the Employee's gross income for tax purposes pursuant
        to Sections 125, 402(a)(8), 402(h)(1)(B), or 403(b) of the Code.

             (b)     The number of Employees in "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

                                     -111-
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        bargaining agreement, or who is a nonresident alien who receives no
        earned income from United States sources.

             (c)     The number of individuals counted as "officers" shall not
        be more than the lesser of (i) 50 individuals and (ii) the greater of
        3 individuals or 10 percent of the total number of Employees. If no
        officer earns more than $45,000 (or the adjusted limit), then the
        highest paid officer shall be a Highly Paid Employee.

             (d)     A former employee shall be treated as a highly
        compensated employee if such employee was a highly paid employee when
        such employee separated from service, or if such employee was a highly
        paid employee at any time after attaining age 55.

     "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. 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.

             (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.

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     "NORMAL RETIREMENT" means retirement on or after the later of a
Participant's 65th birthday or fifth year of Service for the Employer.

     "PARTICIPANT" means any Employee who is participating in the Plan, or who
has previously participated in the Plan and still has a balance credited to
his Account.

     "PLAN YEAR" means the plan year commencing January 1, 1994 and ending
December 31, 1994, and each period of 12 consecutive months beginning on
January 1 of each succeeding year.

     "RECOGNIZED ABSENCE" means a period for which--

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

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

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

     "SERVICE" means an Employee's period(s) of employment or self-employment
with an Employer, excluding for initial eligibility purposes any period in
which the individual was a nonresident alien and did not receive from an
Employer any earned income which constituted income from sources within the
United States. An Employee's Service shall include any service which
constitutes service with a predecessor employer within the meaning of Section
414(a) of the Code. 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).

     "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

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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 Bank's voting common stock or preferred stock
meeting the requirements of Section 409(e)(3) of the Code issued by an
Employer or an affiliated corporation.

     "STOCK FUND" means that portion of the Trust Fund consisting of Stock.

     "STOCK OBLIGATION" means an indebtedness arising from any extensionying
Stock and which satisfies the requirements set forth in Section 6.3.

     "TOTAL COMPENSATION" (a) shall mean:

             (i)     A Participant's wages, salaries, fees for professional
        services and other amounts received (without regard to whether an
        amount is paid in cash) for personal services actually rendered in the
        course of employment with the Employer while a Participant in the
        Plan, (including, but not limited to, commissions paid to salesmen,
        compensation for services on the basis of a percentage of profits,
        commissions on insurance premiums, tips, bonuses, severance payments
        and amounts paid as a result of termination, and any deferred
        compensation contributions made to this or any other Section 401(k)
        Plan on behalf of the Participants), taxable fringe benefits,
        reimbursements and expense allowances under a nonaccountable plan (as
        described in Section 1.62-2(c) of the Treasury Regulations).

             (ii)    Amounts described in sections 104(a)(3), 105(a), and
        105(h), but only to the extent that these amounts are includable in
        the gross income of the employee.

             (iii)   Amounts paid or reimbursed by the employer for moving
        expenses incurred by an employee, but only to the extent that at the
        time of payment it is reasonable to believe that these amounts are not
        deductible by the employee under section 217.

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             (iv)    The value of a non-qualified stock option granted to an
        employee by the employer, but only to the extent that the value of the
        option is includable in the gross income of the employee for the
        taxable year in which granted.

             (v)     The amount includable in the gross income of an employee
        upon making the election described in section 83(b).

        (b)     The term "Total Compensation" does not include items such as:

             (i)      Contributions made by the Employer to a Plan of deferred
        compensation to the extent that before the application of Section 415
        limitations to the Plan, the contributions are not includable in the
        gross income of the Employee for the taxable year in which
        contributed, except for deferred compensation contributions made by
        the Employer to a Section 401(k) Plan on behalf of the Participant.
        However, for purposes of computing Code Section 415 annual additions,
        deferred compensation contributions made by the Employer to a Section
        401(k) Plan on behalf of a Participant shall be deducted from Total
        Compensation. In addition, Employer contributions made on behalf of an
        Employee to a simplified employee pension plan described in Code
        Section 408(k) are not considered as compensation for the taxable year
        in which contributed to the extent such contributions are deductible
        by the Employee under Code Section 219(b)(7). Additionally, any
        distributions from a Plan of deferred compensation are not considered
        as compensation for Code Section 415 purposes, regardless of whether
        such amounts are includable in the gross income of the Employee when
        distributed. However, any amounts received by an Employee pursuant to
        an unfunded non-qualified Plan may be considered as compensation for
        Code Section 415 purposes in the year such amounts are includable in
        the gross income of the Employee.

                (ii)  Amounts realized from the exercise of a non-qualified
        stock option, or when restricted stock (or property) held by an
        Employee either becomes freely transferable or is no longer subject to
        a substantial risk of forfeiture.

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               (iii)  Amounts realized from the sale, exchange or other
        disposition of stock acquired under a qualified stock option.

                (iv)  Other amounts which receive special tax benefits, such
        as premiums for group term life insurance (but only to the extent that
        the premiums are not includable in the gross income of the Employee),
        or contributions made by the Employer (whether or not under a salary
        reduction agreement) towards the purchase of an annuity contract
        described in Code Section 403(b) (whether or not the contributions are
        excludable from the gross income of the Employee).

     (c)     For Plan years beginning after December 31, 1993, compensation in
excess of $150,000 (as indexed) shall be disregarded for all Participants.
Such amount 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 $150,000
limit, compensation shall be prorated over short plan years. In determining
the compensation of a Participant for purposes of this limitation, the rules
of Code Section 414(q)(6) shall apply, except as set forth in Section 4.3
hereof. If as a result of the application of such rules, the adjusted $150,000
limitation is exceeded, then the limitation shall be prorated among the
affected individuals in proportion to each such individual's compensation, as
determined under this Section prior to the application of this limitation.

     "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 Section 2.4
of the Trust Agreement are incorporated herein by reference.

     "TRUSTEE" mean serve as trustee or co-trustees of the Trust Fund.

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     "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

     "VALUATION DATE" means the last day of the Plan Year and each other date
as of which the committee shall determine the investment experience of the
Investment Fund and adjust the Participants' accounts accordingly.  The
adoption of any additional Valuation Dates by the Committee, shall be made in
a uniform and non-discriminatory manner.

     "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 7. ELIGIBILITY FOR PARTICIPATION.

     3.1      INITIAL ELIGIBILITY.   An Employee shall enter the Plan as of
the Entry Date coinciding with or next following the later of the following
dates:
                  (a)     the last day of the Employee's first Eligibility
        Year, and

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

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

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

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

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

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     3.4      CERTAIN EMPLOYEES INELIGIBLE. 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. No
Employee shall participate in the Plan while he is actually employed by a
leasing organization rather than an Employer.

     Employees who were employees of Valley Savings Bank, FSB, as of the close
of business on January 30, 1998 and who became Employees of an Employer as of
the opening of business on February 2, 1998, shall not be eligible to
participate in the Plan prior to July 1, 1999.

     3.5     PARTICIPATION AND REPARTICIPATION.  Subject to the satisfaction
of the foregoing requirements, an Employee shall participate in the Plan
during each period of his Service from the date on which he first becomes
eligible until his termination. For this purpose, an Employee returning within
five years of his or her termination who previously satisfied the initial
eligibility requirements shall re-enter the Plan as of the date of his return
to Service with an Employer.

SECTION 8. CONTRIBUTIONS AND CREDITS.

     4.1      DISCRETIONARY CONTRIBUTIONS.  The Employer shall from time to
time contribute, with respect to a Plan Year, such amounts as it may determine
from time to time. The Employer shall have no obligation to contribute any
amount under this Plan except as so determined in its sole discretion. The
Employer's contributions and available forfeitures for a Plan Year shall be
credited as of the last day of the year to the Accounts of the Active
Participants in proportion to their amounts of Cash Compensation.

     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.
The Employer's obligation to make contributions under this Section 4.2 shall

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be reduced to the extent of any investment earnings realized on such
contributions and any dividends paid by the Employer on Stock held in the
Unallocated Stock Account, which earnings and dividends shall be applied to
the Stock Obligation related to that Stock.

     In each Plan Year in which Employer contributions, earnings on
contributions, or dividends on unallocated Stock 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 ignoree 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.

     For these purposes, each Stock Obligation, the Stock purchased with it,
and any dividends on such Stock, shall be considered separately. The Stock
released from the Unallocated Stock Fund in any Plan Year shall be credited as
of the last day of the year to the Accounts of the Active Participants in
proportion to their amounts of Cash Compensation.

     4.3     DEFINITIONS RELATED TO CONTRIBUTIONS.  For the purposes of this
Plan, the following terms have the meanings specified:

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<PAGE>

     "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 Early Retirement, Normal Retirement, Disability or death.

     "CASH COMPENSATION" A Participant's Cash Compensation shall include all
wages within the meaning of Section 3401(a) of the Code (for purposes of
income tax withholding at the source) received by the Participant during the
Plan Year, and shall also include amounts contributed under a salary reduction
agreement pursuant to Section 401(k) or Section 125 of the Code.

     In determining the Cash Compensation of a Participant for purposes of
this limitation, the rules of Code Section 414(q)(6) shall apply, except in
applying such rules, the term "family" shall include only the spouse of the
Participant and any lineal descendants of the Participant who have not
attained age 19 years before the close of the year. If as a result of the
application of such rules the adjusted $150,000 limitation is exceeded, then
the limitation shall be prorated among the affected individuals in proportion
to each individual's compensation, as determined under this Section prior to
the application of this limitation.

     4.4      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
bated 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

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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.

     4.5     TRANSFERS.  This plan shall not accept any direct or indirect
transfers from any other retirement plan that is tax-qualified under Section
401(a) of the Code and which is subject to the survivor annuity requirements
of section 401(a)(11) and section 417 of the Code.

SECTION 9. 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 $30,000 (or such
  other dollar amount which results from cost-of-living adjustments under
  Section 415(d) of the Code) or "25 percent of the Participant's Total
  Compensation for such limitation year." In the event that annual additions
  exceed the aforesaid limitations, they shall be reduced in the following
  priority:

              (i)     If the Participant is covered by the Plan at the end of
        the Plan Year, any excess amount at the end of the Plan Year that
        cannot be allocated to the Participant's account shall be used to
        reduce the employer contribution for such Participant in the next
        limitation year and any succeeding limitation years if necessary.

             (ii)     If the Participant is not covered by the Plan at the end
        of the Plan Year, 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 Participant's 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 and the following Section
  5.2, 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


                                     -121-
<PAGE>

  allocated, after March 31, 1984, to an individual medical account, as
  defined in Section 415(1)(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. The $30,000 limitations referred to shall, for
  each limitation year ending after 1988, be automatically adjusted to the new
  dollar limitations determined by the Commissioner of Internal Revenue for
  the calendar year beginning in that limitation year.

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

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

     5.2      COORDINATED LIMITATION WITH OTHER PLANS.  Aside from the
limitation proscribed by Section 5.1 with respect to the annual addition to a
Participant's accounts for any single limitation year, if a Participant has
ever participated in one or more defined benefit plans maintained by an
Employer or an affiliate, then the annual additions to his accounts shall be
limited on a cumulative basis so that the sum of his defined contribution plan
fraction and his defined benefit plan fraction does not exceed one. For this
purpose:

       5.2-1     A Participant's defined contribution plan fraction with
  respect to a Plan Year shall be a fraction, (i) the numerator of which is
  the sum of the annual additions to his accounts through the current year,
  and (ii) the denominator of which is the sum of the lesser of the following
  amounts -A- and -B- determined for the current limitation year and each
  prior limitation year of Service with an Employer: -A- is 1.25 times the
  dollar limit in effect for the year under Section 415(c)(1)(A) of

                                     -122-
<PAGE>

  the Code, or 1.0 times such dollar limitation if the Plan is top-heavy, and
  -B- is 35 percent of the Participant's Total Compensation for such year.
  Further, if the Participant participated in any related defined contribution
  plan in any years beginning before 1976, any-excess of the sum of the actual
  annual additions to the Participant's accounts for those years over the
  maximum annual additions which could have been made in accordance with
  Section 5.1 shall be ignored, and voluntary contributions by the Participant
  during those years shall be taken into account as to each such year only to
  the extent that his average annual voluntary contribution in those years
  exceeded 10 percent of his average annual Total Compensation in those years.

       5.2-2     A Participant's defined benefit plan fraction with respect to
  a limitation year shall be a fraction, (i) the numerator of which is his
  projected annual benefit payable at normal retirement under the Employers'
  defined benefit plans, and (ii) the denominator of which is the lesser of
  (a) 1.25 times $90,000, or 1.0 times such dollar limitation if the Plan is
  top-heavy, and (b) 1.4 times the Participant's average Total Compensation
  during his highest-paid three consecutive limitation years.

     5.3     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 and 5.2. 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 held in a suspense account to be
allocated in lieu of any Employer contributions in future years until it is
eliminated, and to be returned to the Employer if it cannot be credited
consistent with these limitations before the termination of the Plan.

     5.4      LIMITATIONS AS TO CERTAIN PARTICIPANTS.  Aside from the
limitations set forth in Section 5.1 and 5.2, if the Plan acquires any Stock
in a transaction as to which a selling shareholder or the estate of a deceased
shareholder 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

                                     -123-
<PAGE>

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 uired from the
shareholder.

SECTION 10. 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

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<PAGE>

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.

     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

                                     -125-
<PAGE>

  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 held in the Unallocated Stock Fund.

     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 diversity 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
                                     -126-
<PAGE>

which the election could be made for the Plan Year. In the discretion of the
Committee, the Plan may satisfy the diversification requirement by any of the
following methods:

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

     6.4-2     The Plan may offer the Participant at least three other
  distinct investment options, if available under the Plan. The other
  investment options shall satisfy the requirements of Regulations under
  Section 404(c) of the Employee Retirement Income Security Act of 1974, as
  amended ("ERISA").

     6.4-3     The Plan may transfer the portion of the Participant's Account
  subject to the diversification election to another qualified defined
  contribution plan of the Employer that offers at least three investment
  options satisfying the requirements of the Regulations under Section 404(c)
  of ERISA.

SECTION 11. VOTING RIGHTS AND DIVIDENDS ON STOCK.

     7.1     VOTING AND TENDERING OF STOCK. The Trustee generally shall vote
all shares of Stock held under the Plan in accordance with the written
instructions of the Committee. However, if any Employer has registration-type
class of securities within the meaning of Section 409(e)(4) of the Code, or if
a matter submitted to the holders of the Stock involves a merger,
consolidation, recapitalization, reclassification, liquidation, dissolution,
or sale of substantially all assets of an entity, then (i) the shares of Stock
which have been allocated to Participants' Accounts shall be voted by the
Trustee in accordance with the Participants' written instructions, and (ii)
the Trustee shall vote any unallocated Stock in a manner calculated to most
accurately reflect the instructions it has received from Participants
regarding the allocated Stock; 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.

                                     -127-
<PAGE>

     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, the Committee,
and the Trustee shall see that all Participants are provided with the same
notices and other materials as are provided to other holders of the Stock, and
are provided with adequate opportunity to deliver theitee regarding the voting
of Stock allocated to their Accounts. The instructions of the Participants'
with respect to the voting of allocated shares hereunder shall be
confidential.

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

     7.2     DIVIDENDS ON STOCK.  Dividends on Stock which are received by the
Trustee in the form of additional Stock shall be retained in the Stock Fund,
and shall be allocated among the Participant's Accounts and the Unallocated
Stock Fund in accordance with their holdings of the Stock on which the
dividends have been paid. Dividends on Stock credited to Participants'
Accounts which are received by the Trustee in the form of cash shall, at the
direction of the Employer paying the dividends, either (i) be credited to the
Accounts in accordance with Section 8.03 and invested as part of the
Investment Fund, (ii) be distributed to the Participants within 90 days of the
close of the Plan Year in which paid in proportion with the Participants'
Account balance, or (iii) be used to repay the Stock Obligation. In the event
that the dividends are applied to repay the Stock Obligation in accordance
with (iii) above, Stock with a fair market value equal to the dividends so
applied, must be allocated to such Participants in lieu of such dividends.
Dividends on Stock held in the Unallocated Stock Fund which are received by
the Trustee in the form of cash shall be applied as soon as practicable to
payments of principal and interest under the Stock Obligation incurred with
the purchase of the Stock.

SECTION 12. ADJUSTMENTS TO ACCOUNTS.

     8.1      ADJUSTMENTS FOR TRANSACTIONS.  An Employer contribution pursuant
to Section 4.1 shall be credited to the Participants' Accounts as of the last
day of the Plan Year for which it is contributed. Stock

                                     -128-
<PAGE>

released from the Unallocated Stock Fund upon the Trust's repayment of a Stock
Obligation pursuant to Section 4.2 shall be credited to the Participants'
Accounts as of the last day of the Plan Year in which the repayment occurred.
Any excess amounts remaining from the use of proceeds of a sale of Stock from
the Unallocated Stock Fund to repay a Stock Obligation shall be allocated as
of the last day of the Plan Year in which the repayment occurred among the
Participants' Accounts in proportion to the opening balance in each Account.
Any benefit which is paid to a Participant or Beneficiary pursuant to Section
10 shall be charged to the Participant's Account as of the first day of the
Valuation Period in which it is paid. Any forfeiture or restoral shall be
charged or credited to the Participant's Account as of the first day of the
Valuation Period in which the forfeiture or restoral occurs pursuant to
Section 9.6.

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

     8.3      ADJUSTMENTS FOR INVESTMENT EXPERIENCE.  Any net gain or loss of
the Investment Fund during a Valuation Period, as determined pursuant to
Section 8.2, shall be allocated as of the last day of the Valuation Period
among the Participants' Accounts in proportion to the opening balance in each
Account, as adjusted for benefit payments and forfeitures during the Valuation
Period, without regard to whatever Stock may be credited to an Account.

                                     -129-
<PAGE>

SECTION 13.      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                 Percentage of
      Years                 Interest Vested
     -------                ---------------
     Fewer than 5                  0%
     5 or more                   100%


     9.2      COMPUTATION OF VESTING YEARS. For purposes of this Plan, a
"Vesting Year" means a Plan Year in which an Employee has at least 1,000 Hours
of Service, beginning with the first Plan Year in which the Employee has
completed an Hour of Service with the Employer, and including Service with
other employers as provided in the definition of "Service". However, a
Participant's Vesting Years shall be computed subject to the following
conditions and qualifications:

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

             (b)     Unless otherwise specifically excluded, a Participant's
        Vesting Years shall include any period of active military duty to the
        extent required by the Military Selective Service Act of 1967 (38
        U.S.C. Section 2021).

     9.3      FULL VESTING UPON CERTAIN EVENTS.  Notwithstanding Section 9.1,
a Participant's interest in his Account shall fully vest on the Participant's
Normal Retirement. The Participant's interest shall also fully vest in the
event that his Service is terminated by Early Retirement, Disability or by
death.
          9.3-1      FULL VESTING UPON CHANGE OF CONTROL.  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"
means:

             (a)      a reorganization, merger, merger conversion,
        consolidation or sale of all or substantially all of the assets of the
        Bank, the Company or the Stock Holding Company, or a similar
        transaction in which the Bank, the Company or the Stock Holding
        Company is not the resulting entity and that is not approved by a
        majority of the Board of Directors of the Bank, the Company or the
        Stock Holding Company;

                                     -130-
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             (b)     individuals who constitute the Incumbent Board of the
        Bank, the Company, or the Stock Holding Company cease for any reason
        to constitute a majority thereof; or

             (c)     a change in control within the meaning of 12 C.F.R.
        § 574.4, as determined by the board of directors of the Bank or
        the Company; provided, however, that a change in control shall not be
        deemed to occur if the transaction(s) constituting a change in control
        is approved by a majority of the board of directors of the Bank or the
        Company, as the case may be.

             (d)     In the event that the Company converts to the Stock
        Holding Company on a stand-alone basis, a "change in control" of the
        Bank or the Stock Holding Company (a) shall mean an event of a nature
        that would be required to be reported in response to Item 1 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 results in a Change in Control of the Bank or the
        Stock Holding Company within the meaning of the Home Owners' Loan Act
        of 1933 and the Rules and Regulations promulgated by the Office of
        Thrift Supervision (or its predecessor agency), as in effect on the
        date hereof, (b) without limitation shall be deemed to have occurred
        at such time as (i) any "person" (as the term is used in Section 13(d)
        and 14(d) of the Exchange Act) other than the Stock Holding Company is
        or becomes a "beneficial owner" (as defined in Rule 13-d under the
        Exchange Act) directly or indirectly, of securities of the Bank
        representing 25 % or more of the Bank's outstanding securities
        ordinarily having the right to vote at the election of directors
        except for any securities of the Bank received by the Stock Holding
        Company in connection with the Reorganization and any securities
        purchased by the Bank's employee stock ownership plan and trust shall
        not be counted in determining whether such plan is the beneficial
        owner of more than 25% of the Bank's securities, (ii) a proxy
        statement soliciting proxies from stockholders of the Bank, by someone
        other than the current management of the Bank, seeking stockholder
        approval of a plan of reorganization, merger or consolidation of the
        Stock Holding Company of the Bank 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 or transaction are
        exchanged or converted into cash or property or securities not issued
        by the Bank or the Stock Holding Company, or (iii) a tender othe
        voting securities of the Bank and the shareholders owning beneficially
        or of record 25% or more of the outstanding securities of the Bank
        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, the foregoing, a "Change in Control" of the Bank or the
Company shall not be deemed to have occurred if the Company ceases to own at
least 51% of all outstanding shares of stock of the Bank in connection with a
conversion of the Company from mutual to stock form.

          9.3-2      FULL VESTING UPON PLAN TERMINATION.  Notwithstanding
Section 9.1, a Participant's interest in his Account shall fully vest, and
shall be nonforfeitable to the extent funded, upon termination of this Plan or
upon the permanent and complete discontinuance of contributions. In the event
of a partial termination or termination, the interest of each affected
Participant as of such date of partial or complete
                                     -131-
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termination, and shall be
nonforfeitable to the extent funded, with respect to that part of the Plan
which is terminated.

     9.4      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 five consecutive Breaks In Service. If a Participant's Service
terminates prior to having any portion of his Account become vested, such
Participant shall be deemed to have received a distribution of his vested
interest as of the Valuation Date next following his termination of Service.

     If a Participant who has received his entire vested interest returns to
Service before he has five consecutive Breaks in Service, he may repay to the
Trustee an amount equal to the distribution. The Participant may repay such
amount at any time within five years after he has returned to Service. The
amount shall be credited to his account as of the last day of the Plan Year in
which it is repaid; an additional amount equal to that portion of his Account
which was previously forfeited shall be restored to his Account at the same
time from other Employees' forfeitures and, if such forfeitures are
insufficient, from a special contribution by his Employer for that year. A
Participant who was deemed to receive a distribution of his vested interest in
the Plan shall have his Account restored as of the last day of the Plan Year
in which he returns to Service.

     9.5      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 9.4. 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. l as of
the last day of the Plan Year in which the forfeiture becomes certain.

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     9.6      VESTING AND NONFORFEITABILITY. A Participant's interest in his
Account which has become vested shall be nonforfeitable for any reason.

SECTION 14. 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
either, or a combination of the following methods:
10.1.l     By payment in a lump sum, in accordance with Section 10.2; or

     10.1.2     By payment in a series of substantially equal annual
installments over a period not to exceed five (S) years, provided the maximum
period over which the distribution of a Participant's Account may be made
shall be extended by 1 year, up to five (5) additional years, for each
$100,000 (or fraction thereof) by which such Participant's Account balance
exceeds $500,000 (the aforementioned figures are subject to cost-of-living
adjustments prescribed by the Secretary of the Treasury pursuant to Section
409(o)(2) of the Code).

     The Participant shall elect the manner in which his vested Account
balance will be distributed to him. If a Participant so desires, he may direct
how his benefits are to be paid to his Beneficiary. If a deceased Participant
did not file a direction with the Committee, the Participant's benefits shall
be distributed to his Beneficiary in a lump sum. Notwithstanding the
foregoing, if the balance credited to his Account exceeds $3,500, his benefits
shall not be paid before the latest of his 65th birthday or the tenth
anniversary of the year in which he commenced participation in the Plan 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. In all events, a Participant's benefits shall be
paid by April 1st of the calendar year in which he reaches age 71-1/2.

     10.2 TIME FOR DISTRIBUTION.
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     10.2.1     Distribution of the balance of a Participant's Account
generally shall commence as soon as practicable after the last day of the Plan
Year next following his termination of Service for any reason, but no later
than one year after the close of the Plan Year:

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

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

     10.2.2     Unless the Participant elects otherwise, the distribution of
the balance of a Participant's Account shall commence not later than the 60th
day after the latest of the close of the plan year in which -

     (i)     the Participant attains the age of 65;

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

     (iii)   the participant terminates his service with the Employer.

     10.2.3      Notwithstanding any other provision in this Section 10.2 to
the contrary, distribution of a Participant's Account shall commence (whether
or not he remains in the employ of the Employer) not later than the April 1 of
the calendar year next following the calendar year in which the Participant
attains age 70 and 1/2 years. 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

                                     -134-
<PAGE>

        surviving spouse, distributions may commence on the date on
        which the Participant would have attained age 70-1/2. In either case,
        distributions shall be completed within five years after the they
        commence.

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

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

     10.3      MARITAL STATUS. The Committee shall from time to time take
whatever steps it deems appropriate to keep informed of each Participant's
marital status. Each Employer shall provide the Committee with the most
reliable information in the Employer's possession regarding its Participants'
marital status, and the Committee may, in its discretion, require a notarized
affidavit from any Participant as to his 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.

                                     -135-
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     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 AND SELL 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, 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.

     Any Participant who receives Stock pursuant to Section 10.1, and any
person who has received Stock from the Plan or from such a Participant by
reason of the Participant's death or incompetency, by reason of divorce or
separation from the Participant, or by reason of a rollover contribution
described in Section 402(a)(5) of the Code, shall have the right to require
the Employer which issued the Stock to purchase the Stock for its current fair
market value (hereinafter referred to as the "put right"). The put right shall
be exercisable by written notice to the Committee during the first 60 days
after the Stock is distributed by the Plan, and, if not exercised in that
period, during the first 60 days in the following Plan Year after the
Committee has communicated to the Participant its determination as to the
Stock's current fair market value. However, the put right shall not apply to
the extent that the Stock, at the time the put right would otherwise be
exercisable, may be sold on an established market in accordance with federal
and state securities laws and regulations. Similarly, the put right shall not
apply with respect to the portion of a Participant's account which

                                     -136-
<PAGE>

the Participantunder 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
right shall not apply if prohibited by a federal or state law and Participants
are entitled to elect that their benefits be distributed in cash.

     If a Participant elects to receive his distribution in the form of a lump
sum pursuant to Section 10.1.1 of the Plan, the Employer or the Trustee, as
the case may be, may elect to pay for the Stock in equal periodic
installments, not less frequently than annually, over a period not longer than
five years from the 60th day after the put right is exercised, with adequate
security and interest at a reasonable rate on the unpaid balance, all such
terms to be set forth in a promissory note delivered to the seller with normal
terms as to acceleration upon any uncured default.

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

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

                                     -137-
<PAGE>

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 by applicable to such Stock even
if the Plan ceases to be an employee stock ownership plan under Section
4975(e)(7) of the Code.

     10.9      DIRECT ROLLOVER OF ELIGIBLE DISTRIBUTION. A Participant or
distributee may elect, at the time and in the manner prescribed by the Trustee
or the Committee, to have any portion of an eligible rollover distribution
paid directly to an eligible retirement plan specified by the Participant or
distributee in a direct rollover.

             10.9-1          An "eligible rollover" is any distribution that
        does not include any distribution that is one of a series of
        substantially equal periodic payments (not less frequently than
        annually) made for the life (or life expectancy) of the distributee or
        the joint lives (or joint life expectancies) of the Participant and
        the Participant's Beneficiary, or for a specified period of ten years
        or more; any distribution to the extent such distribution is required
        under Code Section 401(a)(9); 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).

             10.9-2          An "eligible retirement plan" is an individual
        retirement account described in Code Section 401(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. However, in the case of an eligible rollover
        distribution to the surviving spouse, an eligible retirement plan is
        an individual retirement account or individual retirement annuity.

                                     -138-
<PAGE>

             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).

SECTION 15.      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 30th day before the date on which
benefits become payable, he shall be presumed to have filed a claim for
payment for the Participant's benefits in the standard form prescribed by
Sections 10.1 or 10.2.

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

              (i)    each specific reason for the denial;

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

             (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

                                     -139-
<PAGE>

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 16.       THE COMMITTEE AND ITS FUNCTIONS.

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

     12.2      IDENTITY OF COMMITTEE. The Committee shall consists of three or
more individuals selected by the 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

                                     -140-
<PAGE>

serving on the Committee at any time without cause upon 10 days written
notice, and any individual may resign from the Committee at any time upon 10
days written notice to the Bank. The Bank shall notify the Trustee of any
change in membership of the Committee.

     12.3      DUTIES OF COMMITTEE.  The Committee shall keep whatever records
may be necessary to implement the Plan and shall furnish whatever reports may
be required from time to time by the Bank. The Committee shall furnish to the
Trustee whatever information may be necessary to properly administer the
Trust. The Committee shall see to the filing with the appropriate government
agencies of all reports and returns required of the plan Committee 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 to pay their reasonable expenses and
compensation.

     12.4      VALUATION OF STOCK.  If the valuation of any Stock is not
established by reported trading on a generally recognized public market, the
Committee shall have the exclusive authority and responsibility to determine
its value for all purposes under the Plan. Such value shall be determined as
of each Valuation Date,

                                     -141-
<PAGE>

and on any other date as of which the Plan purchases or sells such Stock. The
Committee shall use generally accepted methods of valuing stock of similar
corporations for purposes of arm's length business and investment
transactions, and in this connection the Committee shall obtain, and shall be
protected in relying upon, the valuation of such Stock as determined by an
independent appraiser experienced in preparing valuations of similar
businesses.

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

     12.6     ACTION BY COMMITTEE.  All actions of the Committee shall be
governed by the affirmative vote of a number of members which is a majority of
the total number of members currently appointed, including vacancies. The
members of the Committee may meet informally and may take any action without
meeting as a group.

     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

                                     -142-
<PAGE>

discretion to permit modifications of elections and to defer or accelerate
benefits to the extent consistent with applicable law and the best interests
of the individuals concerned.

     12.10      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, a custodian
for him under the Uniform Gifts to Minors Act, or the person having actual
custody of him, or, in the case of an incompetent, to his spouse, his legal
guardian, or the person having actual custody of him, 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 law 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 17.      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

                                     -143-
<PAGE>

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      ADOPTION OF PLAN BY SUCCESSOR. In the event that any Employer
shall be reorganized by way of merger, consolidation, transfer of assets or
otherwise, so that an entity other than an Employer shall succeed to all or
substantially all of the Employer's business, the successor entity may be
substituted for the Employer under the Plan by adopting the Plan and becoming
a party to the Trust Agreement. Contributions by the Employer shall be
automatically suspended from the effective date of any such reorganization
until the date upon which the substitution of the successor entity for the
Employer under the Plan becomes effective. If, within 90 days following the
effective date of any such reorganization, the successor entity shall not have
elected to become a party to the Plan, or if the Employer shall adopt a plan
of complete liquidation other than in connection with a reorganization, the
Plan shall be automatically terminated with respect to Employees of the
Employer as of the close of business on the 90th day following the effective
date of the reorganization, or as of the close of business on the date of
adoption of a plan of complete liquidation, as the case may be.

     13.3      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

                                     -144-
<PAGE>

amendment may be modified retroactively to the earliest date permitted by U.S.
Treasury Regulations in order to secure approval of the amendment under
Section 401(a).

     13.4      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.

     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. Thenot 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.

                                     -145-
<PAGE>

SECTION 18.      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 14.2 hereof.

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

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

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

                                     -146-
<PAGE>

     14.6      NONDIVISION OF ASSETS.  Except as provided in Sections 5.3 and
13.3, 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 Iowa to the extent those laws are
applicable under the provisions of ERISA.

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

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

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

     (b)  If the whereabouts of the Participant and his beneficiary are
unknown to the Trustees, but the whereabouts of one (1) or more relatives of
the Participants by adoption, blood or marriage is known to the Trustees, the
Trustees shall distribute the Participant's benefits to any one (1) or more of
such relatives and in such proportions as the Trustees shall determine.

                                     -147-
<PAGE>

     (c)  If the Trustees do not know the whereabouts of any of the above
persons, they shall then notify the Social Security Administration of the
Participant's (or beneficiary's) failure to claim the distribution to which he
is entitled. The Trustees shall request the Social Security Administration to
notify the Participant (or beneficiary) in accordance with the procedures it
has established for this purpose.

     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 by
Administrator under the provisions of the Retirement Equity Act of 1984.
Further, to the extent provided under a "qualified domestic relations order",
a former spouse of a Participant shall be treated as the spouse or surviving
spouse for all purposes under the Plan.

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

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

     (b) Within a reasonable period after receipt of such order, the Employer
or the Plan 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 Plan 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 Plan Committee, by a court of competent jurisdiction, or
otherwise), the Employer or the Plan 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 Plan Committee shall pay the
segregated amounts (plus any interest thereon) to the person or persons
entitled

                                     -148-
<PAGE>

thereto. If within eighteen (18) months it is determinens order, or the issue
as to whether such order is a qualified domestic relations order is not
resolved, then the Employer or the Plan 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 19.     TOP-HEAVY PROVISIONS.

     15.1      TOP-HEAVY PLAN. For any Plan Year beginning after December 31,
1983, this Plan is top-heavy if any of the following conditions exist:

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

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

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

     15.2      SUPER TOP-HEAVY PLAN.  For any Plan Year beginning after
December 31, 1983, this Plan will be a super top-heavy Plan if any of the
following conditions exist:

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

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

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

                                     -149-
<PAGE>

     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", with respect to a Plan Year, 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 has been (i) an officer of the Employer having Total
        Compensation greater than 50 percent of the limit then in effect under
        Section 415(b)(1)(A) of the Code, (ii) one of the 10 Employees owning
        the largest interests in the Employer having Total Compensation
        greater than the limit then in effect under Section 415(c)(1)(A),
        (iii) an owner of more than five percent of the outstanding equity
        interest or the outstanding voting interest in any Employer, or (iv)
        an owner of more than one percent of the outstanding equity interest
        or the outstanding voting interest in an Employer whose Total
        Compensation exceeds $150,000. In determining which individuals are
        Key Employees, the rules of Section 415(i) of the Code and Treasury
        Regulations promulgated thereunder shall apply. The Beneficiary of a
        Key Employee shall also be considered a Key Employee.

             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 any of the four
        (4) preceding Plan Years, and (b) any other qualified Plan of the
        Employer which enables a Plan described in (a) to meet the
        requirements of Code Sections 401(a)(4) and 410. For purposes of the
        preceding sentence, a qualified Plan of the Employer includes a
        terminated Plan maintained by the Employer within the five (5) year
        period ending on the Determination Date. In the case of a required
        aggregation group, each Plan in the group will be considered a
        top-heavy Plan if the required aggregation group is a top-heavy group.
        No Plan in the required aggregation group will be considered a
        top-heavy Plan if the required aggregation group is not a top-heavy
        group. All Employers aggregated under Code Sections 414(b), (c) or (m)
        or (o) (but only after the Code Section 414(o) regulations become
        effective) are considered a single Employer.

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

     15.4      TOP-HEAVY RULES OF APPLICATION.

                                     -150-
<PAGE>

     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     For years beginning after December 31, 1984,
        non-deductible Voluntary Employee Contributions will be taken into
        account for purposes of computing the top-heavy ratio. Employer
        contributions attributable to a salary reduction or similar
        arrangement will be taken into account.

               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 value of the accrued benefits or the
        amount of the account balances of an Employee shall be increased by
        the aggregate distributions made to such Employee from a Plan of the
        Employer. No distribution, however, made from the Plan to an
        individual (other than the beneficiary of a deceased Employee who was
        an Employee within the five (5) year period ending on the
        Determination Date) who has not been an Employee at any time during
        the five (5) year period ending on the Determination Date shall be
        taken into account in determining whether the Plan is top-heavy. Also,
        any amounts recontributed by an Employee upon becoming a Participant
        in the Plan shall no longer be counted as a distribution under this
        paragraph.

               15.4-7     The present value of the accrued benefits or the
        amount of the account balances of an Employee shall be increased by
        the aggregate distributions made to such Employee from a terminated
        Plan of the Employer, provided that such Plan (if not terminated)
        would have been required to be included in the aggregation group.

               15.4-8     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 five (5) 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.

               15.4-9     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 a
        rollover was received by this Plan after December 31, 1983, the
        rollover or transfer voluntarily initiated by the Employee was
        received prior to January 1, 1984, then the rollover or transfer shall
        be considered as part of the accrued benefit by the Plan receiving
        such rollover or transfer. If this Plan transfers or rolls over funds
        to another Plan in a transaction voluntarily initiated by the Employee
        after December 31, 1983, then this Plan shall count the distribution
        for purposes of determining account balances or the present

                                     -151-
<PAGE>

        value of accrued benefits. A transfer incident to a merger or
        consolidation of two or more Plans of the Employer (including Plans of
        related Employers treated as a single Employer under Code Section
        414), or a transfer or rollover between Plans of the Employer, shall
        not be considered as voluntarily initiated by the Employee.

     15.5      TOP-HEAVY RATIO.

     If the Employer maintains one (1) or more defined contribution plans
(including any simplified Employee pension plan) and the Employer has never
maintained any defined benefit plans which have covered or could cover a
Participant in this Plan, the top-heavy ratio is a fraction, the numerator of
which is the sum of the account balances of all Key Employees as of the
Determination Date, and the denominator of which is the sum of the account
balances of all Employees as of the Determination Date. Both the numerator and
denominator of the top-heavy ratio shall be increased to reflect any
contribution which is due but unpaid as of the Determination Date.

     If the Employer maintains one (1) or more defined contribution plans
(including any simplified Employee pension plan) and the Employer maintains or
has maintained one (1) or more defined benefit plans which have covered or
could cover a Participant in this Plan, the top-heavy ratio is a fraction, the
numerator of which is the sum of account balances under the defined
contribution plans for all Key Employees and the present value of accrued
benefits under the defined benefit plans for all Key Employees, and the
denominator of which is the sum of the account balances under the defined
contribution plans for all Employees and the present value of accrued benefits
under the defined benefit plans for all Employees.

     15.6      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 Total Compensation for that year, or

             (ii)     the highest ratio of such allocation to Total
        Compensation received by any Key Employee for that year. For purposes
        of the special contribution of this Section 15.2, a Key Employee's
        Total 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.

                                     -152-
<PAGE>

     For any Plan Year when (1) the Plan is top-heavy and (2) a Non-key
Employee is a Participant in both this Plan and a defined benefit plan
included in the plan aggregation group which is top heavy, the Top-Heavy
minimum will be provided in the Employer's defined benefit plan.

     15.7     MINIMUM VESTING.     If a Participant's vested interest in his
Account is to be determined in a Top-Heavy Year, it shall be based on the
following "top-heavy table":

                Vesting             Percentage of
                 Years             Interest Vested
                -------            ---------------
          Fewer than 3 years              0%
          3                             100%


     15.8     MAXIMUM COMPENSATION. For any Top-Heavy Year, a Participant's
"Cash Compensation" as defined in Section 4.3, and his "Total Compensation"
for purposes of Section 15.2, shall not exceed $150,000 (or the limit
currently in effect under Section 415(d) of the Code).

     15.9      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.

                                     -153-
<PAGE>

                   FIRST FEDERAL SAVINGS BANK OF FORT DODGE
                        EMPLOYEE STOCK OWNERSHIP PLAN

     This Employee Stock Ownership Plan, executed on the       day
of            , 1994, by  First Federal Savings Bank of Fort Dodge, a
federally chartered stock savings 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 in accordance with the
terms and conditions presented to the directors;

     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, effective January 1,
1994.

     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:                     FIRST FEDERAL SAVINGS BANK OF FORT DODGE



                              By:
Jean Lake, Secretary                         David M. Bradley, President


                                     -154-