CTBI Form 10-K as of December 31, 2006 Exhibit 10.1


    EXHIBIT
      10.1

    


    


    


    COMMUNITY
      TRUST BANCORP, INC.

    


    EMPLOYEE
      STOCK OWNERSHIP PLAN

     

    Effective
      January 1, 2007

    


    


    Community
      Trust Bancorp, Inc. hereby creates an employee stock ownership plan, effective
      as of January 1, 2007, for the benefit of its eligible employees in accordance
      with the following terms and conditions.

    


    ARTICLE
      I  

     

    PURPOSE
      OF PLAN

     

    The
      purpose of the Plan is to provide tax-deferred employer contributions to
      eligible employees of the Company and its Affiliates and their beneficiaries.
      In
      order to provide such benefits, the Company has established a trust in
      accordance with the requirements of law to which the Company will make
      contributions on behalf of eligible employees. Such contributions, and any
      income derived therefrom, shall be held for the exclusive benefit of
      participating employees and their beneficiaries and shall not be used for,
      or
      diverted to, any other purpose.

     

    This
      Plan
      is intended to satisfy the requirements of Section 4975(e)(7) of the Code as
      an
      employee stock ownership plan. 

     

    ARTICLE
      II  

     

    DEFINITIONS

     

    As
      used
      in the Plan:

     

    2.1  “Affiliate”
      means
      for
      any Plan Year a corporation that for any part of such year is a member of a
      controlled group of corporations (as defined in Section 1563(a) of the
      Code, disregarding Sections 1563(a)(4) and 1563(e)(3)(c)) of which the Company
      is a member, any trade or business, whether incorporated or not, that for any
      part of such year is considered to be under common control with the Company
      under regulations prescribed by the Secretary of the Treasury pursuant to
      Section 414(c) of the Code, and any organization that for any part of such
      year is considered under regulations prescribed by the Secretary of the Treasury
      pursuant to Section 414(m) of the Code to be a member of an affiliated
      service group of which the Company is a member.

     

    2.2  “Beneficiary”
      means
      any person or persons entitled to receive a benefit under the Plan which is
      payable upon or after a Participant’s death.

     

    2.3  “Board”
      means
      the Board of Directors of the Company.

     

    2.4  “Break
      in Service”
      means a
      Plan Year during which an Employee is credited with not more than five hundred
      (500) Hours of Service, but shall not include a Leave of Absence.

     

    2.5  “Code”
      means
      the Internal Revenue Code of 1986, as amended.

     

    2.6  “Committee”
      means
      the Community Trust Bancorp, Inc. Retirement and Benefits Committee appointed
      by
      the Board to administer the Plan.

     

    2.7  “Company”
      means
      Community Trust Bancorp Inc. and any corporate successor thereto. The Company
      shall be the plan sponsor.

     

    2.8  “Company
      Stock”
      means
      shares of voting common stock issued by the Company, or by a corporation that
      is
      a member of the same controlled group within the meaning of Section 409(1)(4)
      of
      the Code, that constitute “employer securities” under Section 409(l) of the Code
      and Treasury Regulation Section 54.4975-12.

     

    2.9  “Compensation”
      means
      the aggregate of all payment for services paid by the Employer to a Participant
      during a Plan Year subsequent to the Participant’s Entry Date, including base
      pay, overtime, bonuses, one-time payments, incentive compensation, commissions
      and absence pay including payments for sick, personal, vacation, bereavement,
      jury duty, disability and work related training; provided, Compensation shall
      exclude any reimbursed personal automobile expenses, car allowances or car
      add-ins, relocation expenses, excess life insurance premiums under Section
      79 of
      the Code, stock based compensation includible in a Participant’s gross income
      and any severance payments or amounts paid upon the cancellation of an
      employment contract. Compensation shall be determined without regard to any
      reduction in remuneration resulting from an election to have any salary deferral
      contributions made to any plan or for any other elective amounts that are not
      includible in the gross income of a Participant under Section 125 or 132(f)(4)
      of the Code. For purposes of the Plan, in no event shall a Participant’s
      Compensation be taken into account to the extent such Compensation exceeds
      $225,000, as adjusted by the Secretary of Treasury for cost of living increases.
      

     

    2.10  “Covered
      Employee”
      means
      any Employee of the Employer except any Employee (a) who is included in a
      collective bargaining unit unless participation in the Plan by any such Employee
      was agreed to in the process of good faith negotiations between the Company
      and
      the collective bargaining unit’s representative; (b) who is employed by a
      business acquired on or after January 1, 1999 by the Employer except as provided
      by a resolution adopted by the Committee following the acquisition; (c) who
      is a
      leased employee of the Employer; (d) who is excluded from participating in
      the
      Plan on the basis of payroll classification as not being an employee, but is
      subsequently reclassified by a judicial, regulatory or administrative action
      as
      a common-law employee of the recipient organization; or (e) an Employee who
      is a
      nonresident alien and who receives no earned income (within the meaning of
      Section 911(d)(2) of the Code) from the Company or an Affiliate which
      constitutes income from services within the United States (within the meaning
      of
      Section 861(a)(3) of the Code).

     

    2.11  “Direct
      Rollover”
      means a
      payment by the Plan of all or any portion of an Eligible Rollover Distribution
      to an Eligible Retirement Plan designated by a Distributee.

     

    2.12  “Distributee”
      means
      any Participant, Former Participant, surviving spouse of any Participant or
      of
      any Former Participant, and any alternate payee under a qualified domestic
      relations order within the meaning of Section 414(p) of the Code who receives
      an
      Eligible Rollover Distribution.

     

    2.13  “Eligibility
      Computation Period”
      means a
      twelve (12) consecutive month period beginning on the Employment Commencement
      Date; provided, if an Employee does not earn one thousand (1,000) Hours of
      Service during such twelve month period then, thereafter the Eligibility
      Computation Period shall be a Plan Year commencing with the first Plan Year
      after an Employee’s Employment Commencement Date.

     

    2.14  “Eligible
      Employee”
      means an
      Employee who meets the requirements of Section 3.1 or 3.2 of the
      Plan.

     

    2.15  “Eligible
      Retirement Plan”
      means,
      if the Distributee is not the surviving spouse of a Participant or of a Former
      Participant, any of the following:

     

    (a)  an
      individual retirement account described in Section 408(a) of the
      Code;

     

    (b)  an
      individual retirement annuity described in Section 408(b) of the
      Code;

     

    (c)  an
      annuity plan described in Section 403(a) of the Code; or

     

    (d)  a
      qualified plan described in Section 401(a) of the Code.

     

           The
      term Eligible
      Retirement Plan also shall include an eligible deferred compensation plan
      described in Section 457(b) of the Code which is maintained by an eligible
      employer described in Section 457(e)(1)(A) and an annuity contract described
      in
      Section 403(b) of the Code.

     

    2.16  “Eligible
      Rollover Distribution”
      means
      any distribution of all or a portion of the balance to the credit of a
      Distributee, except that such term shall not
      include:

     

    (a)  any
      distribution that is one of a series of substantially equal periodic payments
      made (not less frequently than annually) for either:

     

    (i)  the
      life
      (or life expectancy) of the Distributee or the joint lives (or joint life
      expectancies) of the Distributee and the Distributee’s designated Beneficiary,
      or

     

    (ii)  a
      specified period of ten years or more;

     

    (b)  any
      distribution to the extent such distribution is required under Section 401(a)(9)
      of the Code;

     

    (c)  any
      distribution or portion of a distribution that is not includible in the gross
      income of the Distributee;

     

    (d)  any
      withdrawal on account of financial hardship; or 

     

    (e)  any
      other
      type of distribution or similar item designated by the Internal Revenue Service
      as exempt from the definition of Eligible Rollover Distribution.

     

    2.17  “Employee”
      means
      any individual who is compensated by the Employer or by an Affiliate for
      services actually rendered as a common law employee.

     

    2.18  “Employer”
      means
      for any Plan Year the Company and each Affiliate that is listed (with the
      approval of the Committee) on Schedule A that has not terminated its
      participation in the Plan during or prior to such Plan Year; provided, that
      absent the express consent of the Board, the participation of an Affiliate
      shall
      terminate automatically on the date the Company’s ownership or proprietary
      interest in or affiliation with such Affiliate terminates. The term Employer
      shall include each successor corporation of an Affiliate listed on Schedule
      A.

     

    2.19  “Employer
      Base Contribution”
or
      “Employer
      Contribution”
      means a
      contribution made by the Employer to the Trust under the Plan pursuant to
      Article IV.

     

    2.20  “Employer
      Base Contribution Account”
      means
      the separate account maintained for a Participant that contains Employer Base
      Contributions made by the Employer.

     

    2.21  “Employment
      Commencement Date”
      means
      the first date on which an Employee is entitled to be credited with an Hour
      of
      Service.

     

    2.22  “Entry
      Date”
      means
      January 1, April 1, July 1 or October 1.

     

    2.23  “ERISA”
      means
      the Employee Retirement Income Security Act of 1974, as amended, or any
      successor statute.

     

    2.24  “ESOP
      Stock Fund”
      means
      the Investment Fund maintained for a Participant that contains the assets held
      in such Participant’s Plan Account that reflect such Participant’s interest in
      Company Stock held by the Trust attributable to Employer Base
      Contributions.

     

    2.25  “Former
      Participant”
      means a
      Participant whose employment with the Employer has terminated but who has a
      vested balance in his Plan Account.

     

    2.26  “Highly
      Compensated Employee”
      means
      any Employee who performs service for the Employer during the Determination
      Year
      and who, during the Look-back Year: (i) was a five percent (5%) owner at
      any time during such year, or (ii) received compensation from the Employer
      in
      excess of $100,000 (as adjusted by the Secretary of Treasury for cost of
      living increases). The term Highly Compensated Employee also includes Employees
      who are five-percent (5%) owners at any time during the Determination Year.
      For
      purposes of this Section 2.26, the Determination Year shall be the Plan Year
      and
      the Look-back Year shall be the twelve (12) month period immediately preceding
      the Determination Year. For purposes of this Section 2.26, compensation means
      compensation as defined under Section 415(c)(3) of the Code paid to the Employee
      by the Employer including any salary reduction contributions under any other
      plan of the Employer and any other elective amounts that are not includible
      in
      the gross income of a Participant under Section 132(f)(4) of the Code. The
      determination of who is a Highly Compensated Employee will be made in accordance
      with section 414(q) of the Code and the regulations thereunder.

     

    2.27  “Hour
      of Service”
      shall be
      determined from records maintained by the Employer.

    (a)  Inclusions.

    An
      Hour
      of Service shall include:

    (i)  Each
      hour
      for which an Employee is directly or indirectly paid or entitled to payment
      by
      the Employer for the performance of duties. Each such Hour of Service shall
      be
      credited to the Eligibility Computation Period or calendar year in which the
      duties were actually performed. Notwithstanding the foregoing, an Employee
      who
      does not have a regular working schedule shall be credited with 45 hours per
      week for each week in which such Employee is credited with at least one
      hour.

     

    (ii)  Each
      hour
      for which back pay (irrespective of mitigation of damages) has been either
      awarded or agreed to by the Employer. Each such Hour of Service shall be
      credited to the Eligibility Computation Period or calendar year to which the
      agreement or award with respect to back pay pertains rather than to the
      Eligibility Computation Period or calendar year in which the award, agreement
      or
      payment is made.

     

    (iii)  Each
      hour
      for which an Employee is directly or indirectly paid, or entitled to payment,
      by
      the Employer for reasons other than the performance of duties during a period
      of
      service with the Employer in which no duties are performed (irrespective of
      whether the employment relationship has terminated) because of vacation,
      holiday, sickness, incapacity, disability, layoff, jury duty, military duty
      or
      compensated Leave of Absence. Each such Hour of Service shall be credited in
      accordance with paragraphs (b) and (c) of Section 2530.200b-2 of the Hour
      of Service regulations of the Department of Labor.

     

    (iv)  Each
      hour
      during which an Employee normally would have been entitled to credit for the
      performance of duties with the Employer but during which no duties are performed
      by reason of the absence of an Employee due to the pregnancy of the Employee,
      the birth of a child of the Employee, the placement of a child with the Employee
      in connection with the adoption of such child by the Employee or the caring
      for
      a child for a period beginning immediately following such birth or placement.
      For the purpose of this Section 2.27(a)(iv), an Employee who does not have
      a regular working schedule shall be deemed to have a regular working schedule
      of
      40 hours per week and 8 hours per day. Each such Hour of Service shall be
      credited to the Eligibility Computation Period in which such absence begins
      if
      the crediting of such Hours of Service to the Employee in such Eligibility
      Computation Period would prevent the Employee from incurring a Break-in-Service
      during such Eligibility Computation Period or, otherwise, to the immediately
      following Eligibility Computation Period, but only to the extent necessary
      to
      prevent the Employee from incurring a Break-in-Service in such immediately
      following Eligibility Computation Period. No credit for hours shall be provided
      according to this Section 2.27(a)(iv) unless the Employee furnishes to the
      Plan Administrator information that provides the reason for the absence and
      the
      number of days for which there was such an absence.

     

    (b)  Exclusions.

    Notwithstanding
      the foregoing, an Hour of Service shall not include:

    (i)  any
      Hours
      of Service, credited during a period in which no duties are performed by an
      Employee, which exceed the number of hours regularly scheduled for performance
      of duties during such period;

     

    (ii)  more
      than
      five hundred and one (501) Hours of Service credited to a single continuous
      period during which an Employee does not perform any duties (whether or not
      such
      period occurs during a single Eligibility Computation Period or calendar
      year);

     

    (iii)  any
      hour
      for which an Employee is directly or indirectly paid, or entitled to payment,
      if
      such payment is made or due solely to reimburse the Employee for medical or
      medically related expenses incurred by the Employee; or

     

    (iv)  any
      hour
      for which an Employee is directly or indirectly paid, or entitled to payment,
      during a period in which the Employee performs no duties, if such payment is
      made or due under a plan maintained solely for the purpose of complying with
      applicable workmen’s compensation, unemployment compensation or disability
      insurance laws. 

     

    (c)  Crediting
      Hours of Service.

    An
      Employee shall not be credited with an Hour of Service under this
      Section more than once. All Hours of Service attributable to a period of no
      more than thirty-one (31) days that overlap two (2) Eligibility Computation
      Periods or calendar years shall be credited either to the first or to the second
      of the two such periods or years involved as the Committee, in its discretion,
      may determine on any reasonable basis which is consistently applied with respect
      to all Employees.

     

    2.28  “Leave
      of Absence”
      means a
      leave of absence granted in writing to an Employee in accordance with the
      personnel policy of the Employer by which such Employee is employed during
      which
      he or she is not expected to perform an Hour of Service. The employment of
      an
      Employee who is on a Leave of Absence shall terminate for purposes of this
      Plan
      on the earlier of (a) the date on which such Leave of Absence expires, if the
      Leave of Absence is for a fixed period or expires upon the occurrence of a
      certain event, such as recovery from a disability, unless the Employee
      immediately upon the expiration of the Leave of Absence returns to the
      employment of the Employer, (b) the first anniversary of the date on which
      such
      Leave of Absence commenced, if such Leave of Absence was for an indefinite
      period, or (c) the date on which the Employee dies, retires, or Terminates
      Employment as an Employee.

     

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

     

    2.30  “Participant”
      means an
      Eligible Employee who has been allocated employer contributions to his or her
      Plan Account in the manner provided in Article IV. 

     

    2.31  “Plan”
      means
      the Community Trust Bancorp, Inc. Employee Stock Ownership Plan as set forth
      in
      this document and as hereafter amended.

     

    2.32  “Plan
      Account”
      means a
      Participant’s Employer Base Contribution Account.

     

    2.33  “Plan
      Administrator”
      means
      the Company or such other person(s) as may be designated by the Company pursuant
      to Article XVI.

     

    2.34  “Plan
      Year”
      means
      the calendar year.

     

    2.35  “Qualified
      Domestic Relations Order”
      means a
      judgment, decree or order (including an approval of a property settlement
      agreement) that relates to the provision of child support, alimony payments
      or
      marital property rights to a spouse, former spouse, child or other dependent
      of
      a Participant or Former Participant, that is made pursuant to a domestic
      relations law of a state, that meets the requirements of Section 414(p) of
      the Code and that creates or recognizes the right of an alternate payee to
      receive all or a portion of the benefit payable to a Participant or Former
      Participant.

     

    2.36  “Qualified
      Election Period”
      means
      the six consecutive Plan Years beginning with the first Plan Year in which
      the
      Participant first becomes a Qualified Participant.

     

    2.37  “Qualified
      Participant”
      means a
      Participant who has attained age 55 and who has completed at least ten years
      of
      participation under the Plan.

     

    2.38  “Rehired
      Employee”
      means an
      Employee who Terminates Employment and subsequently is reemployed by the
      Employer.

     

    2.39  “Termination
      of Employment”,
      including the verb form “Terminates Employment”, means the voluntary or
      involuntary termination of employment with the Employer for any reason other
      than death or retirement.

     

    2.40  “Total
      and Permanent Disability”
      means
      the Participant has become entitled to receive disability benefits either under
      a long term disability plan sponsored by the Company or one of its Affiliates
      or
      under the United States Social Security Act.

     

    2.41  “Trust”
      means
      the legal entity created by the Trust Agreement between the Company and the
      Trustee under which the Trustee shall receive the total contributions made
      by
      the Employer pursuant to the Plan and shall hold, invest and disburse the Trust
      Fund to, or for the benefit of, Participants and their Beneficiaries under
      the
      Plan.

     

    2.42  “Trust
      Agreement”
      means
      the Community Trust Bancorp, Inc. Employee Stock Ownership Plan Trust
      Agreement.

     

    2.43  “Trust
      Fund”
      means
      the
      total contributions made by the Employer pursuant to this Plan, increased by
      profits, gains, income and recoveries received, and decreased by losses,
      depreciation, benefits paid and expenses incurred but not paid by the Employer
      in the administration of the Trust Fund. The term “Trust Fund” shall include all
      assets acquired by investment and reinvestment that are held in the Trust by
      the
      Trustee.

     

    2.44  “Trustee”
      means
      the
      parties, individual or corporate, named as Trustee in the Trust Agreement or
      any
      successor thereto.

     

    2.45  “Valuation
      Date”
      means
      any day, but not less frequently than once during each Plan Year, on which
      the
      balances in the Plan Accounts are valued under procedures established by the
      Committee, in the exercise of its sole discretion. 

     

    2.46  “Year
      of Eligibility Service”
      means an
      Eligibility Computation Period in which an Employee is credited with one
      thousand (1,000) or more Hours of Service with the Employer or an
      Affiliate.

     

    2.47  “Year
      of Vesting Service”
      means a
      Plan Year in which an Employee is credited with one thousand (1,000) or more
      Hours of Service with the Employer or an Affiliate.

    


     

    ARTICLE
      III  

     

    ELIGIBILITY
      AND PARTICIPATION

     

    3.1  General
      Rule.

     

    Each
      Covered Employee who has attained age twenty-one (21) and who is credited with
      one (1) Year of Eligibility Service under the Plan shall be an Eligible Employee
      and may commence participation on the Entry Date coincident with, or next
      following, the date on which he or she satisfies such requirement, or any Entry
      Date thereafter, provided he or she is a Covered Employee on the Entry Date,
      or
      if not a Covered Employee on such date, on the first Entry Date after the date
      thereafter on which he or she is a Covered Employee. Notwithstanding any
      provisions of the Plan to the contrary, an Employee who receives prior service
      credit pursuant to Article XXIV and who satisfies the eligibility requirements
      of this Section 3.1 based on his or her prior employment shall commence
      participation as of the Entry Date next following his or her employment date.
      Notwithstanding any provisions of this Section 3.1 to the contrary, any Covered
      Employee who was a participant in the Community Trust Bancorp, Inc. Savings
      and
      Employee Stock Ownership Plan on December 31, 2006 shall be deemed an eligible
      Participant for purposes of this Plan on January 1, 2007.

     

    3.2  Re-employment,
      Breaks of Service and Leaves of Absence.

     

    A
      Former
      Participant who returns to employment and becomes a Covered Employee may
      commence participation as of the date he or she again becomes a Covered
      Employee. An Employee who has satisfied the eligibility requirements of this
      Article III but does not become a Participant on the next Entry Date due to
      a
      Break in Service, a Leave of Absence or because he or she is not a Covered
      Employee on that Entry Date may commence participation upon the Entry Date
      next
      following the termination of the Break in Service or Leave of Absence or the
      date he or she again becomes a Covered Employee. An Employee who has satisfied
      the eligibility requirements of this Article III but who Terminates Employment
      prior to his or her applicable Entry Date, and who is re-employed after that
      Entry Date, shall commence participation immediately upon reemployment.
      Notwithstanding any other provisions herein to the contrary, any Former
      Participant or terminated Employee who subsequently returns to employment after
      a Break in Service shall be required to complete 1,000 Hours of Service in
      the
      twelve (12) consecutive months beginning on his or her date of reemployment,
      or,
      failing that, in any Plan Year that commences after his or her date of
      reemployment. Upon completion of 1,000 Hours of Service, the Plan participation
      for such Former Participant or Employee (except with regard to entitlement
      to
      contributions under the Plan) shall be retroactive to his or her date of
      reemployment.

    3.3  Notice
      of Eligibility.

     

    The
      Employer shall notify each Employee of his or her status as an Eligible Employee
      and right to participate in the Plan. Any Employee who was a participant in
      the
      Community Trust Bancorp, Inc. Savings and Employee Stock Ownership Plan as
      of
      December 31, 2006, shall be deemed to have received such notice.

    


    ARTICLE
      IV  

     

    EMPLOYER
      CONTRIBUTIONS

     

    With
      respect to each Plan Year, the Employer shall contribute to the Employer Base
      Contribution Account on behalf of each Participant an amount not less than
      three
      percent (3%) of the Compensation of such Participant. The Employer Base
      Contribution may be made in cash or in shares of Company Stock as determined
      solely by the Employer. The Employer Base Contribution shall be allocated not
      later than the last day of each calendar quarter within a Plan Year to the
      ESOP
      Stock Fund of each Participant. 

     

    


    ARTICLE
      V  

     

    ACCOUNTS
      AND CONTRIBUTIONS

     

    5.1  Plan
      Accounts

     

    The
      Trustee shall establish and maintain in the name of each Participant an Employer
      Base Contribution Account, as appropriate. However, no account need be
      maintained with respect to a Participant if no assets would be allocated to
      that
      account.

    5.2  Contributions
      to Trust

     

    All
      contributions to the Trust shall be paid directly to the Trustee. Each
      contribution shall be subject to instructions from the Plan Administrator that
      identify each Participant on whose behalf the contribution is being made and
      the
      amount thereof.

    5.3  Return
      of Contributions

     

    (a)  Qualification
      of Plan

     

    The
      retention by the Trustee of contributions made to the Trust shall be
      specifically conditioned upon the continued qualification of the Plan under
      Section 401 of the Internal Revenue Code. If the Plan does not so qualify,
      any contributions made by the Employer to the Trust shall be returned to the
      Employer as soon as practicable but within one year after the date of denial
      of
      qualification of the Plan.

    (b)  Deductibility
      of Contributions

     

    The
      retention by the Trustee of contributions made to the Trust Fund shall be
      conditioned upon the deductibility of such contributions under Section 404
      of the Code. To the extent such deduction is disallowed, any contribution to
      the
      Trust shall be returned to the Employer or to the Participant, respectively,
      as
      soon as practicable but within one year after the disallowance of the
      deduction.

    (c)  Mistake
      of Fact

     

    Any
      contribution made to the Plan because of a mistake of fact may be returned
      to
      the Employer, at the discretion of the Employer, as soon as practicable but
      within one year after the payment of such contribution.

    


    ARTICLE
      VI  

     

    GENERAL
      LIMITS 

     

    6.1  Limitations
      on Contributions

     

    Notwithstanding
      any other provision of the Plan to the contrary, the contributions to a
      Participant’s Plan Account under this Plan and any other defined contribution
      plans maintained by the Employer (or by any trade or business, whether or not
      incorporated, which is considered to be under common control with the Employer
      under regulations prescribed by the Secretary of the Treasury pursuant to
      Section 414(c) of the Code), with respect to a Plan Year, which shall be
      the “limitation year,” shall not exceed the lesser of (a) Forty-five Thousand
      Dollars ($45,000), as adjusted for increases in the cost of living under Code
      Section 415(d), or one-hundred percent (100%) of the Participant’s total
      compensation. Compensation, for purposes of this Article shall mean all
      compensation paid to a Participant as an Employee during the Plan Year for
      personal services rendered in the course of employment within the meaning of
      Section 415(c)(3) of the Code, including any elective deferrals (as defined
      in
      Section 402(g)(3) of the Code), and any amounts that are contributed or deferred
      by the Employer at the election of the Participant and which is not includible
      in the gross income of the Participant by reason of Section 125, Section 132(f)
      or Section 457 of the Code.

    6.2  Excess
      Contributions

     

    In
      the
      event that it is determined that the Employer Contributions to a Participant’s
      Plan Account with respect to a Plan Year exceed the limitations contained in
      Section 6.1, the Employer may take any permissible action to bring such
      Employer Contributions within the allowable limitations, including, but not
      limited to, holding any “excess amounts” in a Code Section 415 suspense account,
      allocating and reallocating the Code Section 415 suspense account in the next
      limitation year (and succeeding limitation years, if necessary) to all
      Participants in the Plan before any Employer Contributions which would
      constitute annual additions are made to the Plan for such limitation year and
      reducing Employer Contributions to the Plan for such “limitation year” by the
      amount of the Code Section 415 suspense account allocated and reallocated during
      such limitation year. For purposes of this section, a Code Section 415 suspense
      account shall mean an unallocated account equal to the sum of excess amounts
      for
      all Participants in the Plan during the limitation year.

    


    ARTICLE
      VII  

     

    VESTING

     

    7.1  Vesting
      Schedule

     

    A
      Participant’s interest in his or her Employer Base Contribution Account shall be
      100% vested in the event (a) he or she attains age 65 while still employed
      by
      the Employer or (b) his or her employment terminates as a result of death
      or Total and Permanent Disability. If a Participant’s employment terminates
      prior to attaining age 65 for any reason other than death or Total and Permanent
      Disability, then the Vested Percentage of the Plan Account shall be calculated
      in accordance with the following table:

    


    Years
      of Vesting Service  Vested
      Percentage

    Fewer
      than 3        0%

    3
      or
      more        100%

     

    7.2  Calculation
      of Years of Vesting Service

     

    (a)  Any
      Year
      of Vesting Service completed after a Break in Service shall not be included
      for
      the purpose of determining a Participant’s vested percentage with respect to
      Employer Contributions to the Plan Account prior to the Break in Service if
      the
      number of consecutive Breaks in Service equals or exceeds five.

     

    (b)  If
      a
      Participant’s interests in his or her Plan Account are 100% forfeitable at the
      time the Participant has a Break in Service, any Year of Vesting Service
      completed before such Break in Service shall not be counted if the number of
      consecutive Breaks in Service equals or exceeds five. The aggregate number
      of
      Years of Vesting Service before a Break in Service shall not include any Years
      of Vesting Service not required to be taken into account under this subsection
      by reason of any prior Break in Service.

     

    7.3  Use
      of
      Forfeitures

     

    Forfeitures
      from a Participant’s Employer Base Contribution Account, shall be allocated
      among the Plan Accounts of remaining Participants in accordance with the
      provisions of this Section 7.3. Available forfeitures shall be allocated as
      of
      any Valuation Date selected by the Committee, in its sole discretion, so long
      as
      such an allocation of available forfeitures is made at least once per each
      Plan
      Year. Forfeitures shall be allocated to the Employer Base Contribution Accounts
      of all Participants who are entitled to an allocation of Employer Base
      Contributions with respect to the Valuation Date for which such forfeitures
      are
      being allocated, and each such Participant’s allocable share of the forfeiture
      amount shall be determined on the same ratio that such Participant’s
      Compensation for such Plan Year that includes the Valuation Date bears to the
      Compensation of all Participants for such Plan Year. 

    7.4  Forfeiture
      of Unvested Balances

     

    The
      forfeiture of the balances in a Participant’s unvested Plan Account shall occur
      upon the earliest of the following events:

    (a)  The
      last
      day of the Plan Year in which the Participant incurs his or her fifth
      consecutive Break in Service following termination of employment; or


     

    (b)  The
      last
      day of the Plan Year in which the Participant receives a distribution of the
      vested percentage of his or her Plan Account as a result of his or her
      termination of employment.

     

    If
      a
      Participant who received a distribution again becomes a Participant in the
      Plan,
      and the amount of his Plan Account in which he did not have a vested percentage
      was forfeited hereunder, the Employer shall then make a contribution for such
      Participant (or forfeitures of other Participants shall be applied for such
      Participant) if the conditions in (1) and (2), below are met: 

    (i)  the
      amount received by the Participant was the entire vested percentage of his
      Plan
      Account; and 

     

    (ii)  the
      Participant repays to the Trustee the amount of the vested percentage of his
      Plan Account distributed as a result of his termination of participation in
      the
      Plan, and such repayment is made prior to the earlier of five years after the
      first date on which he is subsequently re-employed by the Employer.

     

    A
      Participant who does not have a vested interest in his or her Plan Account
      when
      the Participant Terminates Employment is deemed to have received a distribution
      of zero and the Participant’s Plan Account shall be forfeited hereunder; if such
      an Employee again becomes a Participant in the Plan prior to incurring a Break
      in Service, the Employer shall then make a contribution under the Plan on behalf
      of such Participant (or forfeitures of other Participants shall be applied
      for
      such Participant) to restore the forfeited amounts.

    


    ARTICLE
      VIII  

     

    BENEFICIARIES

     

    Upon
      becoming a Participant in the Plan, each Employee shall designate a primary
      Beneficiary and one or more secondary Beneficiaries. The designation shall
      be
      made in accordance with a procedure established by the Committee. Any
      Participant or Former Participant may, at any time, revoke or change his or
      her
      Beneficiary designation by filing a new designation form with the Committee.
      If
      no such designation is made, the Participant’s primary Beneficiary shall be the
      Participant’s Spouse, if known and living; or if there is no known surviving
      spouse, then the Participant’s issue at his death, per stirpes, or if there is
      no known surviving spouse and no issue living at the Participant’s death, then
      the Participant’s estate.

    


    ARTICLE
      IX  

     

    


     

    INVESTMENT
      DIRECTION AND DIVERSIFICATION

     

    9.1  Investment
      Direction

     

    Amounts
      allocated to the ESOP Stock Fund of any Participant or Former Participant shall
      be invested by the Company primarily in Company Stock. 

     

    9.2  Diversification
      of ESOP Stock Fund

     

    (a)  Each
      Qualified Participant may elect within 90 days after the close of each Plan
      Year
      in the Qualified Election Period to direct the Plan as to the investment of
      25
      percent of the Participant’s ESOP Stock Fund to the extent such portion exceeds
      the amount to which a prior election under this Section 9.2 applies. In the
      case
      of the election in which the Qualified Participant can make his or her last
      election, the preceding sentence shall be applied by substituting 50 percent
      for
      25 percent.

     

    (b)  The
      Qualified Participant may direct that portion of his or her ESOP Stock Fund
      referenced under Section 9.2(a) to be invested in any of the Investment Funds
      available under the Plan that do not include Company Stock. 

     

    (c)  The
      Participant’s direction shall be provided to the Committee in writing, shall be
      effective no later that 180 days after the close of the Plan Year to which
      it
      applies and shall specify which, if any, of the Investment Funds selected in
      accordance with the provisions of Section 9.2(b). 

    


    ARTICLE
      X  

     

    VALUATION
      OF COMMON TRUST FUND

     

    The
      Trustee shall determine the net worth of the Trust Fund by valuing the assets
      of
      the Plan and each Participant’s Plan Account for all Plan purposes as of each
      Valuation Date. The Committee, acting in its sole discretion, shall establish
      the procedures by which such valuations are performed. When the Participant’s
      Plan Account is credited with an allocation of any Employer Base Contributions,
      the value of such allocations shall be used to purchase shares and added to
      such
      Participant’s Plan Account. When any distributions, withdrawals and/or
      administrative fees are charged against the Participant’s Plan Account in
      accordance with the terms of the Plan, the number of shares equal in value
      to
      the amount paid from the Participant’s Plan Account shall be deducted from the
      outstanding shares.

    


    ARTICLE
      XI  

     

    PAYMENT
      OF BENEFITS

     

    11.1  Time
      of Payment Upon Retirement

     

    Subject
      to the following provisions of this Article XI, upon a Participant’s retirement
      after reaching his or her Normal Retirement Date, the entire balance of his
      or
      her Plan Account shall be distributed to the Participant as soon as reasonably
      practicable. 

     

    11.2  Time
      of Payment Upon Termination of Employment

     

    Subject
      to the following provisions of this Article XI, upon a Participant’s Termination
      of Employment, the vested portion of his or her Plan Account shall be
      distributed as soon as reasonably practicable after the Termination of
      Employment, unless the Participant chooses to defer distribution of his or
      her
      accrued benefit.

     

    11.3  Form
      of Benefit

     

    Plan
      benefits to be paid to a Participant, or to a Participant’s Beneficiary as
      described in Article VIII, shall be paid as follows:

    (a)  in
      substantially equal annual installments of cash (or installments in Company
      Stock if elected in writing by the Participant prior to the date distribution
      begins) over the greater of (i) five years or (ii) if the balance held in a
      Participant’s Company Stock Account exceeds $915,000, as adjusted in accordance
      with the provisions of Code Section 409(o), over a period equal to five years
      plus one additional year (but not more than five additional year in the
      aggregate) for each $180,000, as adjusted in accordance with the provisions
      of
      Code Section 409(o), or portion thereof, that the balance held in the
      Participant’s Company Stock Account exceeds $915,000; 

     

    (b)  in
      (i)
      one lump sum payment (including Company Stock if elected in writing by the
      Participant prior to the date distribution begins); or (ii) payments in cash
      and/or Company Stock made in substantially equal annual installments for a
      specified period not to exceed the joint life expectancy of the Participant
      and
      his or her designated Beneficiary, if any.

     

    A
      Participant may elect to receive a distribution in the form of Company Stock
      upon distribution from the Plan only to the extent of the balance held in his
      or
      her Company Stock Fund as of the time of distribution and except as provided
      under Section 409(h)(2) of the Code.

     

    11.4  Notice
      Requirements and Election of Form

     

    No
      less
      than thirty (30) days and no more than ninety (90) days prior to the date of
      any
      distribution to a Participant, prior to the Participant’s Normal Retirement
      Date, the Plan Administrator shall furnish a written notification to the
      Participant or the Beneficiary describing the forms of benefit in which the
      Participant or Beneficiary may elect to receive his or her benefit distribution
      and describing the Participant’s right to defer distribution until the
      Participant’s Normal Retirement Date, subject to Section 11.5. Not later than
      thirty (30) days after receiving the notification described above, the
      Participant or Beneficiary shall elect, on a form provided by the Employer,
      the
      form in which the benefit is to be distributed. Any election made pursuant
      to
      this Section 11.4 may be revoked at any time up to thirty (30) days prior
      to the commencement of benefit payments. A Participant may elect to waive the
      30-day waiting period before the commencement of benefit payments if the
      distribution of the Participant’s benefit begins no earlier than seven (7) days
      after the written notification described in this Section 11.4 is provided to
      the
      Participant.

     

    11.5  Cash-Out
      Payments and Deferred Payment

     

    Notwithstanding
      any provisions of the Plan to the contrary, if the vested portion of a
      Participant’s Plan Account upon Termination of Employment is $1,000 or less,
      then such vested portion shall be paid to the Participant in a lump sum payment
      as soon as practicable after the date the benefit first becomes payable to
      such
      Participant or Beneficiary.

    If
      the
      vested portion of a Participant’s Plan Account upon Termination of Employment
      exceeds $1,000, the Participant may elect to receive an immediate distribution
      of benefits. If such Participant does not elect or consent to receive an
      immediate distribution, his or her Plan Account shall remain in the Trust until
      the earlier of the Participant’s Normal Retirement Date or the date as of which
      the Participant elects to receive a distribution of his or her Plan
      Account.

     

    11.6  Inability
      to Locate Benefit Recipient

     

    If,
      after
      a reasonable effort has been made by the Plan Administrator to locate a
      Participant or Beneficiary who is entitled to receive a benefit and after
      sending written notice to his or her last known mailing address and to the
      United States Social Security Administration, such Participant or Beneficiary
      (hereafter in this Section “missing person”) cannot be located and no claim
      is filed for the payment of such benefits on or before the fifth anniversary
      of
      the date such benefits first became payable, such missing person may be presumed
      dead. As of the Plan Year’s last day which first follows, or coincides with,
      such fifth anniversary, the Plan Account of such missing person may be allocated
      as a forfeiture among the Plan Accounts of all Participants in the same
      proportion that each Participant’s Compensation for that Plan Year bears to the
      total Compensation of all Participants for such Plan Year. In the event that
      such missing person thereafter files a claim for such benefit while this Plan
      is
      in effect and demonstrates to the satisfaction of the Plan Administrator that
      he
      or she is in fact such missing person, the amounts which were allocated in
      accordance with the preceding sentence shall be paid to him or her by the
      Company.

     

    11.7  Claims
      Procedure

     

    All
      claims shall be processed in accordance with the claims procedure described
      in
      the Summary Plan Description for the Plan.

     

    11.8  Required
      Commencement of Benefits

     

    (a)  Unless
      otherwise elected in writing by a former Participant, (such election may not
      result in a death benefit that is more than incidental), distribution of
      benefits under this Plan shall begin not later than the 60th day after the
      close
      of the Plan Year in which the latest of the following events occur:

     

    (i)  the
      date
      on which the Participant attains age 65,

     

    (ii)  the
      10th
      anniversary of the year in which the Participant commenced participation in
      the
      Plan, or

     

    (iii)  the
      date
      the Participant terminates his service with the Employer.

     

    (b)  In
      no
      event may benefit payments be made later than April 1 of the calendar year
      following the later of the calendar year in which the Participant (1) separates
      from service, or (2) attains the age of seventy and one-half (70 1⁄2); provided,
      that benefit payments to a Participant who is a five-percent (5%) owner, as
      defined in Section 416 of the Code, must be made not later than April 1 of
      the
      calendar year following the calendar year in which such Participant attains
      the
      age of seventy and one-half (70 1⁄2). All distributions required under this
      Section 11.8(b) will be determined in accordance with the Treasury Regulations
      under Section 401(a)(9) of the Code. 

     

    11.9  Direct
      Rollovers

     

    Notwithstanding
      any provision of the Plan to the contrary that would otherwise limit a
      Distributee’s election under this Section, a Distributee may elect, at the time
      and in the manner prescribed by the Committee, to have any portion of an
      Eligible Rollover Distribution paid directly to an Eligible Retirement Plan
      specified by the Distributee in a Direct Rollover.

    


    ARTICLE
      XII  

     

    DEATH
      BENEFITS

     

    12.1  Benefit
      Determination

     

    Upon
      the
      death of a Participant prior to retirement or Termination of Employment, or
      upon
      the death of a Former Participant to whom payment of benefits has not commenced,
      the designated Beneficiary of the deceased Participant shall be entitled to
      receive a benefit equal in value to the sum of the amount in the Participant’s
      Plan Account as of the date such benefits are distributed. Such benefit shall
      commence, or shall be paid in a lump sum, in accordance with the provisions
      of
      this Article XII. Upon the death of a Former Participant to whom payment of
      benefits has commenced, the designated Beneficiary of the deceased Former
      Participant shall be entitled to receive a benefit equal in value to the amount,
      if any, in such Former Participant’s Plan Account which has not been distributed
      to the Former Participant prior to the date of his or her death. Such benefit,
      if any, shall be paid to the Beneficiary in the benefit form elected by the
      Former Participant.

     

    12.2  Proof
      of Death

     

    The
      Committee may require such proof of death and such evidence of the right of
      any
      person to receive death benefit payments under the Plan as it may deem
      appropriate, and its determination shall be conclusive and binding.

     

    12.3  Form
      of Benefit

     

    Except
      as
      otherwise provided in Article XI, Plan benefits to be paid to Beneficiaries
      of
      Participants or Former Participants under Article XII as a death benefit shall
      be in the form described in either subsection (a) or (b) below at the
      Beneficiary’s election:

    (a)  A
      lump
      sum payment to be made as soon as reasonably practicable after the date of
      the
      Participant’s or Former Participant’s death; or

     

    (b)  A
      payment
      of installments for a maximum of five (5) years after the date of the
      Participant’s death. For purposes of this Section 12.3, in the case of a
      Participant (including a Former Participant) who is married on the date of
      death, the Participant’s Beneficiary shall be the Participant’s surviving spouse
      unless the Participant has elected to have such benefit distributed to a
      Beneficiary other than the Participant’s spouse. Such an election shall be made
      under a procedure and on a form provided by the Committee and shall be effective
      only if the Participant’s spouse at date of death has consented in writing to
      the election, such consent is witnessed by a notary public and acknowledges
      the
      effect of the election. Such spousal consent is not required, however, if the
      Committee is satisfied that the Participant’s spouse cannot be
      located.

    


    ARTICLE
      XIII  

     

    DISABILITY
      BENEFITS

     

    13.1  Benefit
      Determination

     

    Upon
      being determined to be Totally and Permanently Disabled in accordance with
      the
      provisions of Section 13.2, a Participant shall be entitled to receive a benefit
      equal in value to the sum of the vested portion of the Participant’s Plan
      Account as of the date such benefits are distributed. Such benefit shall be
      paid
      in a lump sum, in accordance with the provisions of Section 13.3.

     

    13.2  Disability
      Determination

     

    A
      Participant shall be determined to be Totally and Permanently Disabled for
      the
      purposes of this Article in accordance with the definition of Total and
      Permanent Disability set forth in Section 2.40. 

     

    13.3  Form
      of Benefit

     

    Plan
      benefits to be paid to a Participant on account of disability shall be paid
      in
      the form of a lump sum payment to be made as soon as reasonably practicable
      after the date the Participant has been determined to be disabled under Section
      13.2 or, at the election of the Participant, upon a later date; provided, that
      such payment shall be made not later than the last day of the Plan Year in
      which
      the Participant attains age 65.

     

    ARTICLE
      XIV  

     

    WITHDRAWALS

     

    A
      Participant who has attained age sixty (60) may withdraw some or all of the
      amount in his or her vested Plan Account. Application to make such a withdrawal
      shall be made in accordance with a procedure established by the
      Committee.

    


    ARTICLE
      XV  

     

    INALIENABILITY
      OF BENEFITS

     

    The
      right
      of any Participant or Beneficiary to any benefit provided under the Plan or
      to
      the property contained in any separate Plan Account shall not be subject to
      voluntary or involuntary transfer, alienation or assignment, and (to the fullest
      extent permitted by law) shall not be subject to attachment, execution,
      garnishment, sequestration or other legal or equitable process, except in
      compliance with a Qualified Domestic Relations Order or pursuant to any
      judgment, decree, order or settlement as permitted under Section 401(a)(13)(C)
      of the Code. In the event a Participant or Beneficiary who is receiving or
      is
      entitled to receive a benefit provided under the Plan attempts to assign,
      transfer or dispose of such right, or if an attempt is made to subject said
      right to such process, such assignment, transfer or disposition shall be null
      and void.

    


    ARTICLE
      XVI  

     

    ADMINISTRATION
      AND FIDUCIARIES

     

    16.1  General

     

    The
      Company shall have the sole responsibility for making the contributions required
      under the Plan. The Company shall have the sole responsibility for appointing
      the Committee. The Committee shall have the sole responsibility for selecting
      the Trustee and for the administration of the Plan, as more fully described
      in
      Section 16.3. The Trustee shall have the sole responsibility for the
      administration of the Trust and the management of the assets held thereunder,
      as
      specifically provided in the Trust Agreement. It is intended that the Company,
      the Committee and the Trustee shall be responsible only for the proper exercise
      of their own powers, duties, responsibilities and obligations under the Plan
      and
      Trust Agreement, and shall not be responsible for any act or failure to act
      of
      another.

     

    16.2  Named
      Fiduciaries

     

    (a)  General

     

    The
      following fiduciaries (referred to hereinafter individually as a “Named
      Fiduciary” and collectively as “Named Fiduciaries”) shall be responsible for the
      control, management and administration of the Plan and the control, management
      and disposition of the assets of the Trust Fund:

    (i)  the
      Company;

     

    (ii)  the
      Committee; and

     

    (iii)  the
      Trustee.

     

                    Each
      Named Fiduciary
      shall have only such powers and responsibilities as are expressed in the Plan,
      and/or the Trust Agreement and any power or responsibility for the control,
      management or administration of the Plan or Trust Fund which is not expressly
      allocated to any Named Fiduciary, or with respect to which an allocation is
      in
      doubt, shall be deemed allocated to the Company. Each Named Fiduciary shall
      have
      no responsibility to inquire into the acts and omissions of any other Named
      Fiduciary in the exercise of powers or the discharge of responsibilities
      assigned to such other Named Fiduciary under the Plan.

    (b)  Allocation
      of Responsibility

     

    Any
      Named
      Fiduciaries may, by agreement among themselves, allocate any responsibility
      or
      duty assigned to a Named Fiduciary under this Plan, other than the
      responsibility of the Trustee for the management and control of the Trust Fund,
      to one or more other Named Fiduciaries, provided, however, that any agreement
      respecting such allocation shall be in writing and shall be filed by the
      Committee with the records of the Plan. No such agreement shall be effective
      as
      to any Named Fiduciary which is not a party to such agreement until such Named
      Fiduciary has so consented in writing filed with the Committee. Any Named
      Fiduciary may, by written instrument filed by the Committee with the records
      of
      the Plan, designate a person who is not a Named Fiduciary to carry out any
      of
      its responsibilities under the Plan, other than the responsibility of the
      Trustee for the management and control of the Trust Fund, provided, however,
      that no such designation shall be effective as to any other Named Fiduciary
      until such other Named Fiduciary has received written notice of such
      designation.

    (c)  Employees
      of Fiduciaries

     

    Any
      Named
      Fiduciary, or a person designated by a Named Fiduciary to perform any
      responsibility of a Named Fiduciary pursuant to the procedure described in
      the
      preceding paragraph, may employ one or more persons to render advice with
      respect to any responsibility such Named Fiduciary has under the Plan or such
      person has by virtue of such designation.

    (d)  Multiple
      Roles

     

    Any
      person may serve in more than one fiduciary capacity with respect to the Plan,
      and any person who is a fiduciary may be a Participant if he or she otherwise
      satisfies the applicable Plan requirements to be a Participant.

     

    16.3  The
      Committee

     

    (a)  Organization

     

    The
      Company shall administer the Plan through the Committee. The members of the
      Committee shall be appointed by the Company and may be removed by the Company
      at
      any time, with or without cause.

    (b)  Administration
      of the Plan

     

    The
      Committee shall have sole and absolute discretion to administer the Plan, to
      construe and interpret the Plan documents; to decide all questions relating
      to
      an individual’s eligibility to participate in the Plan; to determine the amount,
      manner and time of any distribution of benefits or withdrawal under the Plan;
      to
      resolve any claim for benefits to decide any dispute arising under the Plan;
      and
      to appoint or employ advisors, including legal counsel, to render advice with
      respect to any of the Committee’s responsibilities under the Plan. Any
      construction, interpretation or application of the Plan shall be conducted
      solely by the Committee and shall be final, conclusive and binding upon all
      Participants and individuals claiming benefits under the Plan, and shall be
      given deference in all courts of law to the greatest extent allowed under the
      law and shall not be overturned or set aside by any court of law unless found
      to
      be arbitrary and capricious or made in bad faith.

    (c)  Records
      and Reports

     

    The
      Committee shall be responsible for maintaining sufficient records to reflect
      the
      years of service completed by each Employee for purposes of the Plan, and the
      Compensation of each Participant for purposes of the Plan.

    (d)  Furnishing
      Trustee with Instructions

     

    The
      Committee shall be responsible for furnishing the Trustee with instructions
      regarding all contributions to the Trust in accordance with Article IV, all
      distributions to Participants in accordance with Articles V, XI, XII, XIII
      and
      all in-service withdrawals by Participants in accordance with Article XIV.
      In
      addition, the Committee shall be responsible for furnishing the Trustee with
      any
      further information respecting the Plan which the Trustee may request for the
      performance of its duties or for the purpose of making any reports to any
      government agency that may be required of the Trustee.

    (e)  Allocation
      of Duties and Responsibilities

     

    The
      Committee may by written instrument designate other persons to carry out any
      of
      its duties and responsibilities under the Plan. Any such duties or
      responsibilities thus allocated must be described in a written instrument.
      If a
      person other than an Employee of the Employer is so designated, such person
      must
      acknowledge in writing his or her acceptance of the duties and responsibilities
      allocated to him or her. The Employer shall pay all expenses authorized and
      incurred by the Committee in the administration of the Plan except to the extent
      such expenses are paid from the Trust.

    (f)  Liabilities

     

    The
      Committee shall be indemnified and held harmless by the Company with respect
      to
      any liability, assessment, loss, expense or other cost, of any kind or
      description whatsoever, including legal fees and expenses, actually incurred
      by
      a member of the Committee on account of any alleged breach of responsibilities
      performed or to be performed hereunder or any action or proceeding, actual
      or
      threatened, which arises as a result of being a member of the Committee,
      provided such action or allegation does not arise as a result of the member’s
      own negligence, willful misconduct or lack of good faith.

    


    ARTICLE
      XVII  

     

    FUNDING
      POLICY

     

    The
      Committee shall establish a funding policy and method consistent with the
      objectives of the Plan and the requirements of Title I of ERISA. The Committee
      shall meet at least annually to review such funding policy and method. In
      establishing and reviewing such funding policy and method, the Committee shall
      endeavor to determine the Plan’s and Plan Participants’ short-term and long-term
      objectives and financial needs. All actions of the Committee taken pursuant
      to
      this Article XVII, and the reasons therefor, shall be communicated to the
      Trustee.

    


    ARTICLE
      XVIII  

     

    AMENDMENT
      OF THE PLAN

     

    18.1  Power
      to Amend Plan

     

    The
      Company shall have the right at any time, and from time to time, to amend,
      in
      whole or in part, any or all of the provisions of this Plan. Any written
      amendment to the Plan under this Section 18.1 shall be executed by a duly
      authorized representative of the Employer. However, no such amendment shall
      authorize or permit any part of the Trust Fund (other than such part as is
      required to pay taxes and administration expenses) to be used for, or diverted
      to, any purpose other than the exclusive benefit of the Participants or their
      Beneficiaries or cause any reduction in the amount previously credited to any
      Participant or permit any portion of the Trust Fund to revert to, or become
      the
      property of, the Employer. No amendment to this Plan which affects the rights,
      duties, or responsibilities of the Trustee may be made without the Trustee’s
      written consent.

     

    18.2  Effective
      Date of Amendment

     

    Any
      amendment to the Plan shall become effective upon the date specified as the
      effective date of the amendment.

    


    ARTICLE
      XIX  

    


    MERGER,
      CONSOLIDATION OR

    TRANSFER
      OF PLAN ASSETS

    


    In
      the
      event of the merger or consolidation of the Plan with, or the transfer of the
      assets and/or liabilities of the Plan to, another plan which is qualified under
      Section 401(a) of the Internal Revenue Code, each Participant or
      Beneficiary under this Plan shall be entitled to receive benefits immediately
      after the merger, consolidation or transfer which are equal to or greater than
      the benefits he or she would have been entitled to receive immediately prior
      to
      the merger, consolidation or transfer if the Plan had been terminated at such
      time.

    


    ARTICLE
      XX  

    


    TERMINATION
      OF PLAN AND

    DISCONTINUANCE
      OF CONTRIBUTIONS

    


     

    20.1  Plan
      Termination

     

    The
      Company shall have the right, at any time, to terminate or partially terminate
      the Plan. Upon full or partial termination of the Plan, the Company shall direct
      the Trustee to distribute all assets remaining in the Trust, after payment
      of
      any expenses properly chargeable against the Trust, to the Participants in
      accordance with the Plan Account of each Participant at the time of distribution
      and in such manner as the Company shall determine. In the event of full or
      partial termination, each affected Participant shall be fully vested in all
      of
      such Participants’ Plan Account.

     

    20.2  Discontinuance
      of Employer Contributions

     

    In
      the
      event of complete discontinuance of the Employer Contributions to the Plan,
      each
      Participant shall be fully vested in such Participant’s Plan
      Account.

    


    ARTICLE
      XXI  

     

    MISCELLANEOUS

     

    21.1  Participants’
      Rights

     

    Except
      as
      may be otherwise specifically provided by law, neither the establishment of
      the
      Plan nor any modification thereof, nor the creation of any Plan Account, nor
      the
      payment of any benefit, shall be construed to give to any Participant or to
      any
      other person a legal or equitable right against the Company, the Employer,
      any
      director, officer or employee thereof, the Committee or the Trustee. Under
      no
      circumstances shall the terms of employment of any Employee be deemed to have
      been modified or in any way affected by the establishment of the Plan, and
      nothing contained in this Plan document, the Trust Agreement or any related
      document shall require the Employer to retain any Employee in its
      service.

     

    21.2  Benefits
      Supported Only by Trust Fund

     

    Any
      person having any claim for any benefit under the Plan shall look solely to
      the
      assets of the Trust Fund for satisfaction. In no event will the Committee,
      the
      Company, the Employer or the Trustee, or any of their employees, officers,
      members of their Board of Directors or agents, be liable in their individual
      capacities to any person whomsoever for the payment of benefits under the
      provisions of the Plan except to the extent that liability is imposed by Federal
      law.

     

    21.3  Discrimination

     

    The
      Committee shall administer the Plan in a uniform and consistent manner with
      respect to all Participants and Beneficiaries and shall not permit
      discrimination in favor of officers, stockholders or Highly Compensated
      Employees.

     

    21.4  Claims

     

    Any
      payment to a Participant or Beneficiary or to their legal representative, or
      heirs-at-law, made in accordance with the provisions of this Plan shall to
      the
      extent thereof be in full satisfaction of all claims hereunder against the
      Company, the Trustee, the Committee and the Employer, any of whom may require
      such person, his or her legal representative or heirs-at-law, as a condition
      precedent to such payment, to execute a receipt and release therefor in such
      form as shall be determined by the Company, the Trustee, the Committee or the
      Employer as the case may be.

     

    21.5  Construction
      of Agreement

     

    The
      Plan
      shall be construed in accordance with the laws of the Commonwealth of Kentucky,
      and all provisions thereof shall be administered in accordance with the laws
      of
      that State.

     

    21.6  Savings
      Clause

     

    In
      the
      event that any one or more of the terms, conditions, or provisions, or any
      part
      thereof, contained in this Plan, or the application thereof to any person or
      circumstance, shall for any reason, in any respect, or to any extent be held
      to
      be invalid, illegal, or unenforceable by any court or governmental agency of
      competent jurisdiction, such invalidity, illegality, or unenforceability shall
      not affect the remainder of such term, condition, or provision, nor any other
      provision of this Plan, nor the application of such term, condition, or
      provision to persons or circumstances other than those as to which it is held
      invalid, illegal, or unenforceable, and this Plan shall be construed as if
      such
      invalid, illegal, or unenforceable term, condition, or provision had never
      been
      contained herein, and each term, condition, or provision hereof shall be valid
      and enforced to the fullest extent permitted by law.

     

    21.7  Number
      and Gender

     

    Whenever
      appropriate, words used herein in the singular shall be construed as though
      used
      in the plural, words used herein in the plural shall be construed as though
      used
      in the singular, words used herein in the masculine gender shall be construed
      as
      though used in the feminine gender, and words used herein in the feminine gender
      shall be construed as though used in the masculine gender.

     

    21.8  Headings

     

    Headings
      of articles, sections and paragraphs of the Plan have been inserted for
      convenience of reference and constitute no part of the Plan.

     

    21.9  Legal
      Action

     

    (a)  Necessary
      Parties

     

    Except
      as
      may be otherwise specifically provided by law with respect to any action or
      proceeding involving the Plan or the Trust, or any property constituting part
      or
      all thereof, or the administration thereof, the Company, the Employer and the
      Trustee shall be the only necessary parties thereto and no Employee or former
      Employee of the Employer, any Beneficiary or any other person having or claiming
      to have an interest in the Trust or under the Plan shall be entitled to any
      notice of such action.

    (b)  Final
      Judgment Binding

     

    Except
      as
      may be otherwise specifically provided by law, any final judgment which is
      not
      appealed or appealable that may be entered in any such action or proceeding
      shall be binding and conclusive on the Company, the Employer and the Trustee
      and
      all persons having or claiming to have any interest in the Trust or under the
      Plan.

     

    21.10  Entire
      Plan

     

    This
      Plan
      contains the entire understanding and undertaking of the Company and its
      Affiliates, if any, with respect to the subject matter hereof, and supersedes
      any and all prior and contemporaneous undertakings, agreements, understandings,
      inducements or conditions, whether express or implied, oral or written, except
      as herein contained. This Plan may not be modified or amended other than by
      a
      written document adopted or executed pursuant to the terms hereof.

     

    21.11  Plan
      Binding on All Parties

     

    This
      Plan
      shall be binding upon the parties hereto, their successors and assigns, and upon
      all Plan Participants and their Beneficiaries, heirs, executors, administrators
      and assigns.

    


    ARTICLE
      XXII  

     

    RIGHTS
      OF
      REEMPLOYED VETERANS

     

    22.1  In
      General

     

    To
      the
      extent required by the Uniformed Services Employment and Reemployment Rights
      Act
      of 1994 (“USERRA”) and Section 414(u) of the Code, effective December 12, 1994,
      and in accordance with this Article XXII, a Reemployed Veteran shall be entitled
      to the restoration of certain benefits under the Plan that would have accrued,
      or that he or she would have received, under the Plan but for his or her absence
      from the employ of the Employer due to Qualified Military Service. “Reemployed
      Veteran” shall be defined as an Employee who left the employ of the Employer in
      order to perform service in the Armed Services of the United States, and
      subsequently was reemployed by the Employer pursuant to USERRA. “Qualified
      Military Service” shall be defined as service in the uniformed services (as
      defined in chapter 43 of title 38, United States Code) performed by the
      Reemployed Veteran whose entitlement to reemployment rights pursuant to USERRA
      arose with respect to such service.

     

    22.2  Crediting
      of Period of Qualified Military Service

     

    To
      the
      extent required by USERRA and Section 414(u) of the Code, the Reemployed
      Veteran, for all purposes under the Plan, shall be credited with Hours of
      Service, as applicable, for the period of his or her absence from employment
      with the Employer due to Qualified Military Service, in accordance with the
      regulations or other rules provided by the Internal Revenue Service. In no
      event
      shall such Reemployed Veteran’s absence due to Qualified Military Service
      constitute a Break in Service under Section 2.4.

     

    22.3  Forfeitures
      and Earnings

     

    To
      the
      extent permitted under applicable law, a Reemployed Veteran shall not share
      in
      the allocation of Forfeitures for any Plan Year in which the Reemployed Veteran
      was performing Qualified Military Service. 

    


    ARTICLE
      XXIII  

     

    DISTRIBUTION
      TO ALTERNATE PAYEE

     

    23.1  Benefit
      Determination.

     

    Upon
      obtaining a Qualified Domestic Relations Order that complies with the provisions
      of Section 2.35, an alternate payee shall be entitled to receive a benefit
      from
      the Plan Account of a Participant or a Former Participant equal to the amount
      designated in the Qualified Domestic Relations Order. Such benefit shall
      commence, or shall be paid in a lump sum, in accordance with the provisions
      of
      Section 23.2.

     

    23.2  Form
      of Benefit.
      

     

    Plan
      benefits to be paid to an alternate payee shall be in any form in which such
      benefits could be paid to the Participant or Former Participant. Once the
      Qualified Domestic Relations Order has been approved by the Plan Administrator,
      such distribution shall commence on the date specified in the
      order.

     

    ARTICLE
      XXIV  

     

    


     

    PRIOR
      SERVICE CREDIT RULE

     

    The
      Committee, acting in its sole discretion, may direct that credit for prior
      employment service be granted to an individual who becomes an Employee,
      including but not limited to individuals who become Employees in connection
      with
      the acquisition by the Employer of the entity or business by which such
      individual was previously employed. At the discretion of the Company, such
      credit will be awarded for the purpose of determining such individual’s Years of
      Eligibility Service and/or Years of Vesting Service under the Plan. To the
      extent so directed by the Company, credit for prior service shall be granted
      on
      the basis by which the individual would have received credit for determining
      his
      or her Years of Eligibility Service and Years of Vesting Service had such
      service been completed with the Employer.

     

    ARTICLE
      XXV  

     

    


     

    SPECIAL
      PROVISIONS

     

    


    25.1  Put
      Option.

     

    (a)  If
      the
      Company Stock ceases to be readily tradable on an established market, then
      any
      Participant or Former Participant, or a Beneficiary of either, who is otherwise
      entitled to a distribution from the Plan shall have the right (hereafter
      referred to as “Put Option”) to require that the Company repurchase any Company
      Stock allocated to his or her Employer Base Contribution Account, valued under
      the valuation methodology used pursuant to Section 11.3, in the event such
      Company Stock is distributed from the Plan. The Put Option shall only be
      exercisable during the 15-month period that begins on the date such Company
      Stock that is subject to the Put Option is distributed by the Plan.


     

    (b)  If
      the
      Company Stock allocated to an Employer Base Contribution Account is publicly
      traded without restriction when distributed by the Plan but ceases to be so
      traded within fifteen (15) months after the distribution thereof, then the
      Company shall notify such security holder in writing on or before the tenth
      (10th)
      day
      after the date the Company Stock ceases to be so traded. The notice shall state
      that for the remainder of the 15-month period the Company Stock is subject
      to a
      Put Option. The number of days between such tenth (10th)
      day and
      the date on which notice is actually given, if later than the tenth
      (10th)
      day,
      shall be added to the duration of the Put Option. The notice shall inform the
      security holders of the terms of the Put Option that they hold.

     

    (c)  The
      amount paid in Company Stock under the Put Option shall be paid within a
      reasonable time and under reasonable terms. Generally, the payment terms shall
      not exceed five (5) years from the date the Put Option is exercised. There
      shall
      be adequate security provided and reasonable interest paid on the unpaid balance
      due under this section.

     

    25.2  Dividend
      Reinvestment Election.

     

    At
      the
      election of the Participant, cash dividends paid on Company Stock held in the
      ESOP Stock Fund in which the Participant has a vested interest may be
      either:

    (a) reinvested
      in Company Stock held in the ESOP Stock Fund; or

    (b) paid
      in
      cash directly to the Participant or contributed to the Plan and, not later
      than
      90 days after the end of the Plan Year in which the dividends are so contributed
      in cash, paid by the Plan to the Participant.

     

    Any
      elections to receive cash in accordance with subparagraph (b) shall be made
      at
      the time and in the manner determined in the sole discretion of the
      Committee.

    


    * * * *

    IN
      WITNESS WHEREOF, the Plan hereby is executed, effective as set forth above,
      on
      the 27th day of December, 2006.

     

                                           
COMMUNITY
      TRUST BANCORP,
      INC.

                                           
By: /s/
      Jean R. Hale

                           
      Chairman, President and CEO