EX-10.1





 Exhibit 10.1 

EASTERN BANK 
 EMPLOYEE
STOCK OWNERSHIP PLAN 
 (adopted effective January 1, 2020) 












 EASTERN BANK 

EMPLOYEE STOCK OWNERSHIP PLAN 

This Employee Stock Ownership Plan (the “Plan”) has been executed on
                , 2020, by Eastern Bank effective as of the 1st day of January, 2020. 

W I T N E S S E T H    T H A T 

WHEREAS, the board of directors of the Bank has resolved to adopt an employee stock ownership plan for eligible employees of the Bank and
subsidiaries of the Bank, if any, in accordance with the terms and conditions set forth herein; 
 NOW, THEREFORE, the Bank hereby adopts
the following Plan setting forth the terms and conditions pertaining to contributions by the Employer and the payment of benefits to Participants and Beneficiaries. 

IN WITNESS WHEREOF, the Bank has adopted this Plan and caused this instrument to be executed by its duly authorized officers as of the above
date. 
  

							
	ATTEST:	 		 	EASTERN BANK
				
	  
	 		 	By:	 	  

	Secretary	 		 		 	Chief Executive Officer













 C O N T E N T S 

 

							
	 	 	 	  	Page No.	 
	Section 1.	 	 Plan Identity.
	  	 	1	 
			
	1.1	 	 Name
	  	 	1	 
	1.2	 	 Purpose
	  	 	1	 
	1.3	 	 Effective Date
	  	 	1	 
	1.4	 	 Fiscal Period
	  	 	1	 
	1.5	 	 Single Plan for All Employers
	  	 	1	 
	1.6	 	 Interpretation of Provisions
	  	 	1	 
			
	Section 2.	 	 Definitions.
	  	 	1	 
			
	Section 3.	 	 Eligibility for Participation.
	  	 	12	 
			
	3.1	 	 Initial Eligibility
	  	 	12	 
	3.2	 	 Definition of Eligibility Year
	  	 	12	 
	3.3	 	 Terminated Employees
	  	 	13	 
	3.4	 	 Certain Employees Ineligible
	  	 	13	 
	3.5	 	 Participation and Re-participation
	  	 	13	 
			
	Section 4.	 	 Contributions and Credits.
	  	 	13	 
			
	4.1	 	 Discretionary Contributions
	  	 	13	 
	4.2	 	 Contributions for Exempt Loans
	  	 	14	 
	4.3	 	 Conditions as to Contributions
	  	 	14	 
	4.4	 	 Rollover Contributions
	  	 	15	 
			
	Section 5.	 	 Limitations on Contributions and Allocations.
	  	 	15	 
			
	5.1	 	 Limitation on Annual Additions
	  	 	15	 
	5.2	 	 Effect of Limitations
	  	 	17	 
	5.3	 	 Limitations as to Certain Participants
	  	 	17	 
	5.4	 	 Erroneous Allocations
	  	 	17	 
			
	Section 6.	 	 Trust Fund and Its Investment.
	  	 	18	 
			
	6.1	 	 Creation of Trust Fund
	  	 	18	 
	6.2	 	 Stock Fund and Investment Fund
	  	 	18	 
	6.3	 	 Acquisition of Stock
	  	 	18	 
	6.4	 	 Participants’ Option to Diversify
	  	 	19	 
			
	Section 7.	 	 Voting Rights and Dividends on Stock.
	  	 	20	 
			
	7.1	 	 Voting and Tendering of Stock
	  	 	20	 
	7.2	 	 Application of Dividends
	  	 	21	 
			
	Section 8.	 	 Adjustments to Accounts.
	  	 	22	 
			
	8.1	 	 ESOP Allocations
	  	 	22	 
	8.2	 	 Charges to Accounts
	  	 	23	 
	8.3	 	 Stock Fund Account
	  	 	23	 
	8.4	 	 Investment Fund Account
	  	 	23	 
	8.5	 	 Adjustment to Value of Trust Fund
	  	 	24	 
	8.6	 	 Participant Statements
	  	 	24	 














							
	Section 9.	 	 Vesting of Participants’ Interests.
	  	 	24	 
			
	9.1	 	 Vesting in Accounts
	  	 	24	 
	9.2	 	 Computation of Vesting Years
	  	 	24	 
	9.3	 	 Full Vesting Upon Certain Events
	  	 	25	 
	9.4	 	 Full Vesting Upon Plan Termination
	  	 	27	 
	9.5	 	 Forfeiture, Repayment, and Restoral
	  	 	27	 
	9.6	 	 Accounting for Forfeitures
	  	 	27	 
	9.7	 	 Vesting and Nonforfeitability
	  	 	27	 
			
	Section 10.	 	 Payment of Benefits.
	  	 	27	 
			
	10.1	 	 Benefits for Participants
	  	 	27	 
	10.2	 	 Time for Distribution
	  	 	28	 
	10.3	 	 Marital Status
	  	 	30	 
	10.4	 	 Delay in Benefit Determination
	  	 	30	 
	10.5	 	 Accounting for Benefit Payments
	  	 	30	 
	10.6	 	 Options to Receive Cash or Stock
	  	 	30	 
	10.7	 	 Restrictions on Disposition of Stock
	  	 	31	 
	10.8	 	 Continuing Loan Provisions; Creations of Protections and Rights
	  	 	31	 
	10.9	 	 Direct Rollover of Eligible Distribution
	  	 	31	 
	10.10	 	 Waiver of 30-Day Period After Notice of Distribution
	  	 	32	 
			
	Section 11.	 	 Rules Governing Benefit Claims and Review of Appeals.
	  	 	33	 
			
	11.1	 	 Claim for Benefits
	  	 	33	 
	11.2	 	 Notification by Committee
	  	 	33	 
	11.3	 	 Claims Review Procedure
	  	 	33	 
			
	Section 12.	 	 The Committee and its Functions.
	  	 	34	 
			
	12.1	 	 Authority of Committee
	  	 	34	 
	12.2	 	 Identity of Committee
	  	 	34	 
	12.3	 	 Duties of Committee
	  	 	34	 
	12.4	 	 Valuation of Stock
	  	 	34	 
	12.5	 	 Compliance with ERISA
	  	 	35	 
	12.6	 	 Action by Committee
	  	 	35	 
	12.7	 	 Execution of Documents
	  	 	35	 
	12.8	 	 Adoption of Rules
	  	 	35	 
	12.9	 	 Responsibilities to Participants
	  	 	35	 
	12.10	 	 Alternative Payees in Event of Incapacity
	  	 	35	 
	12.11	 	 Indemnification by Employers
	  	 	35	 
	12.12	 	 Nonparticipation by Interested Member
	  	 	36	 
			
	Section 13.	 	 Adoption, Amendment, or Termination of the Plan.
	  	 	36	 
			
	13.1	 	 Adoption of Plan by Other Employers
	  	 	36	 
	13.2	 	 Plan Adoption Subject to Qualification
	  	 	36	 
	13.3	 	 Right to Amend or Terminate
	  	 	36	 
			
	Section 14.	 	 Miscellaneous Provisions.
	  	 	37	 
			
	14.1	 	 Plan Creates No Employment Rights
	  	 	37	 
	14.2	 	 Nonassignability of Benefits
	  	 	37	 
	14.3	 	 Limit of Employer Liability
	  	 	37	 
	14.4	 	 Treatment of Expenses
	  	 	37	 
	14.5	 	 Number and Gender
	  	 	37	 


  
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	14.6	 	 Nondiversion of Assets
	  	 	38	 
	14.7	 	 Separability of Provisions
	  	 	38	 
	14.8	 	 Service of Process
	  	 	38	 
	14.9	 	 Governing State Law
	  	 	38	 
	14.10	 	 Employer Contributions Conditioned on Deductibility
	  	 	38	 
	14.11	 	 Unclaimed Accounts
	  	 	38	 
	14.12	 	 Qualified Domestic Relations Order
	  	 	39	 
	14.13	 	 Use of Electronic Media to Provide Notices and Make Participant Elections
	  	 	39	 
	14.14	 	 Acquisition of Securities
	  	 	39	 
	14.15	 	 Additional Benefits under Code Section 401(a)(37)
	  	 	40	 
			
	Section 15.	 	 Top-Heavy Provisions.
	  	 	40	 
			
	15.1	 	 Top-Heavy Plan
	  	 	40	 
	15.2	 	 Definitions
	  	 	40	 
	15.3	 	 Top-Heavy Rules of Application
	  	 	41	 
	15.4	 	 Minimum Contributions
	  	 	42	 
	15.5	 	 Top-Heavy Provisions Control in Top-Heavy Plan
	  	 	43	 


  
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 EASTERN BANK 

EMPLOYEE STOCK OWNERSHIP PLAN 
 
Section 1.    Plan Identity. 

1.1    Name. The name of this Plan is “Eastern Bank Employee Stock
Ownership Plan.” 
 1.2    Purpose. The purpose of this Plan is to
describe the terms and conditions under which contributions made pursuant to the Plan will be credited and paid to the Participants and their Beneficiaries. 

1.3    Effective Date. The Effective Date of this Plan is January 1,
2020. 
 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 Employer intends this Plan and the Trust Agreement to be a qualified stock bonus plan under Section 401(a) of the Code and an employee stock ownership plan within the meaning of Section 407(d)(6) of ERISA and Section 4975(e)(7) of
the Code. The Plan is intended to have its assets invested primarily in qualifying employer securities of one or more Employers within the meaning of Section 407(d)(3) of ERISA, and to satisfy any requirement under ERISA or the Code applicable
to such a plan. The Plan is not subject to the diversification requirements of Code Section 401(a)(35). 
 Accordingly, the Plan and
Trust Agreement shall be interpreted and applied in a manner consistent with this intent and shall be administered at all times and in all respects in a nondiscriminatory manner. 

Section 2.    Definitions. 

The following capitalized words and phrases shall have the meanings specified when used in this Plan and in the Trust Agreement, unless the
context clearly indicates otherwise: 
 “Account” means a Participant’s interest in the assets accumulated under this
Plan as expressed in terms of a separate account balance which is periodically adjusted to reflect the Participant’s Employer’s contributions, the Plan’s investment experience, and distributions and forfeitures. 

“Active Participant” means a Participant who has satisfied the eligibility requirements under Section 3 and who has at
least 1,000 Hours of Service during the current Plan Year. However, a Participant shall not qualify as an Active Participant unless (i) the Participant is in 

  













 
active Service with an Employer as of the last day of the Plan Year, or (ii) the Participant is on a Recognized Absence as of that date, or (iii) his Service terminated during the Plan
Year by reason of Disability, death, Early Retirement or Normal Retirement. 
 “Bank” means Eastern Bank and any entity
which succeeds to the business of Eastern Bank and adopts this Plan as its own pursuant to Section 13.1 of the Plan. 

“Beneficiary” means the person or persons who are designated by a Participant to receive benefits payable under the Plan on
the Participant’s death. In the absence of any designation or if all the designated Beneficiaries shall die before the Participant dies or shall die before all benefits have been paid, the Participant’s Beneficiary shall be the
Participant’s surviving Spouse, if any, or the Participant’s estate if the Participant is not survived by a Spouse. The Committee may rely upon the advice of the Participant’s executor or administrator as to the identity of the
Participant’s Spouse. 
 “Break in Service” means any Plan Year, or, for the initial eligibility computation period
under Section 3.2, the 12-consecutive month period beginning on the first day of which an Employee has an Hour of Service, in which an Employee has 500 or fewer Hours of Service. Solely for this purpose,
an Employee shall be considered employed for the Participant’s normal hours of paid employment during a Recognized Absence (said Employee shall not be credited with more than 501 Hours of Service to avoid a Break in Service), unless the
Participant does not resume the Participant’s Service at the end of the Recognized Absence. Further, if an Employee is absent for any period (i) by reason of the Employee’s pregnancy, (ii) by reason of the birth of the
Employee’s child, (iii) by reason of the placement of a child with the Employee in connection with the Employee’s adoption of the child, or (iv) for purposes of caring for such child for a period beginning immediately after such
birth or placement, the Employee shall be credited with the Hours of Service which would normally have been credited but for such absence, up to a maximum of 501 Hours of Service. Hours of Service shall be credited only in the year in which the
absence from work begins, if a Participant would be prevented from incurring a one-year Break in Service in such year solely because the period of absence is treated as Hours of Service, or in any other case,
in the immediately following year. 
 “Change in Control” shall have the meaning set forth in Section 9.3-2. 
 “Closing Date” means the closing date of the initial public stock
offering of the Company. 
 “Code” means the Internal Revenue Code of 1986, as amended. 

“Committee” means the committee responsible for the administration of this Plan in accordance with Section 12. 

“Company” means Eastern Bankshares, Inc., the holding company of the Bank, and any successor entity which succeeds to the
business of the Company. 
 “Compensation” for purposes of allocations to Participant’s Accounts, shall mean: 

(a)    W-2 wages within the meaning of Code Section 3401(a)
and all other payments of compensation to an Employee by the Employer (in the course of the Employer’s trade or business) for which the Employer is required to furnish the Employee a written statement under Code Sections 6041(d), 6051(a)(3),
and 6052. 

  
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 (i)     Compensation includes elective deferrals and reductions under
Code Sections 401(k), 125 and 132(f). 
 (ii)    Compensation also includes payments of
non-qualified compensation deferrals, if paid during employment and not conditioned on termination of employment, e.g., fixed date deferrals under the Employer’s 409A and grandfathered deferred
compensation plans. 
 (b)    Compensation shall exclude: 

(i)    fringe benefits and Employer contributions to this or any other benefit plan. For these purposes, fringe benefits
shall include but not be limited to taxable reimbursements or other expense allowances, fringe benefits (cash and non-cash), moving expenses, and welfare benefits; 

(ii)    all awards under and payments under the Eastern Bank 409A Long Term Incentive Plan; 

(iii)     any taxable compensation attributable to the exercise of stock options, or the grant or vesting of equity
awards, including payment of appreciation rights or similar incentive payments under an equity plan or other management recognition plan. 

(c)    Compensation does not include amounts paid prior to qualification as a Participant. 

(d)    Compensation excludes severance and post-employment compensation, except that a final payment of
wages and accumulated vacation earned during employment is included if paid within 21⁄2 months after termination of employment. 

“Disability” means the Participant has satisfied the requirements to receive disability benefits under the Employer’s
long-term disability plan. 
 “Early Retirement” means retirement on or after a Participant’s Early Retirement Date.

 “Early Retirement Date” is the earlier of the Participant’s (i) 62nd birthday, (ii) the later of the
Participant’s 55th birthday and completion of 10 Early Retirement Years, or (iii) the later of the Participant’s 50th birthday and completion of 15 Early Retirement Years. 

“Early Retirement Years” means the sum of a Participant’s Pension Plan Years (for service prior to the Effective Date)
and each Vesting Year credited for Service performed on or after the Effective Date. 

  
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 “Eligible Employee” means an Employee, other than an Employee identified in
Section 3.4, who has performed 1,000 Hours of Service in the applicable Eligibility Year in accordance with Section 3.2 and who has attained age 21. 

“Eligibility Year” shall have the meaning set forth in Section 3.2. 

“Employee” means any individual who is or has been employed or self-employed by an
Employer. “Employee” also means an individual employed by a leasing organization who, pursuant to an agreement between an Employer and the leasing organization, has performed services for the Employer and any related persons (within the
meaning of Section 414(n)(6) of the Code) on a substantially full-time basis for more than one year, if such services are performed under the primary direction or control of the Employer. However, such a
“leased employee” shall not be considered an Employee if (i) the leased employee 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 Statutory 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 Compensated 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, Eastern Insurance Group, LLC, a wholly-owned subsidiary of the Bank, and any other subsidiary of
the Bank and any other corporation, partnership, or proprietorship which adopts this Plan with the Bank’s consent pursuant to Section 13.1, and also any entity which succeeds to the business of any Employer and adopts the Plan pursuant to
Section 13. 
 “Entry Date” means the Effective Date and the first day of any month after an Employee becomes an
Eligible Employee. 
 “ERISA” means the Employee Retirement Income Security Act of 1974 (P.L. 93-406, as amended). 
 “Exempt Loan” means an indebtedness arising from any extension of
credit to the Plan or the Trust which satisfies the requirements set forth in Section 6.3 and which was obtained for any or all of the following purposes: 

(a)    to acquire qualifying Employer securities as defined in Treasury Regulations Section 54.4975-12; 
 (b)    to repay such Exempt Loan; or 

(c)    to repay a prior exempt loan. 

“Highly Compensated Employee” for any Plan Year means an Employee who during the Plan Year performed Services for the
Employer and, who during either that or the immediately preceding Plan Year was at any time a five percent owner of the Employer (as defined in Code Section 416(i)(1)) or, during the immediately preceding Plan Year, had Statutory Compensation


  
 4 













 
exceeding $130,000 (as adjusted from time to time) and was in the top-paid group of Employees. For these purposes, the
top-paid group of Employees means the most highly compensated one-fifth of all Employees and 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 171⁄2 hours per week or in fewer than six months per year, who has not reached age 21, whose employment is covered by a collective bargaining agreement, or who is a nonresident alien who receives no earned income from
United States sources. The applicable year for which a determination is being made is called a “determination year” and the preceding 12-month period is called a look-back year. The determination of
who is a Highly Compensated Employee will be made in accordance with Code Section 414(q) and the regulations thereunder to the extent they are not inconsistent with the foregoing. 

“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. If the Employer is a member of an affiliated service group under Code Section 414(m), a controlled group of corporations under Code Section 414(c) or any other entity required to be aggregated with the Employer pursuant to
Code Section 414(o), Service will be credited for any employment with such groups during the time the Employer is a member of the applicable group. Service will also be credited for any individual considered an Employee under Code Sections
414(n) or 414(o). 
 (b)    Each hour for which an Employee is directly or indirectly paid or is entitled
to be paid for a period of vacation, holidays, illness, disability, lay-off, jury duty, temporary military duty, or leave of absence is an Hour of Service. However, except as otherwise specifically provided,
no more than 501 Hours of Service shall be credited for any single continuous period which an Employee performs no duties. No more than 501 Hours of Service will be credited under this paragraph for any single continuous period (whether or not such
period occurs in a single computation period). Further, no Hours of Service shall be credited on account of payments made solely under a plan maintained to comply with worker’s compensation, unemployment compensation, or disability insurance
laws, or to reimburse an Employee for medical expenses. 
 (c)    Each hour for which back pay (ignoring
any mitigation of damages) is either awarded or agreed to by an Employer is an Hour of Service. However, no more than 501 Hours of Service shall be credited for any single continuous period during which an Employee would not have performed any
duties. The same Hours of Service will not be credited both under paragraph (a) or (b) as the case may be, and under this paragraph (c). These hours will be credited to the employee for the computation period or periods to which the award or
agreement pertains rather than the computation period in which the award agreement or payment is made. 

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

  
 5 













 (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 Committee may apply a uniform policy of crediting the Hours of Service to either the first Plan Year or the second. 

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

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

“Limitation Year” shall have the meaning set forth in Section 5.1-6. 

“MHC” shall mean Eastern Bank Corporation, the mutual holding company parent of the Company prior to the Reorganization. 

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

“Normal Retirement Date” means the Participant’s 65th birthday.

 “Parent Company” means the MHC (prior to the Reorganization) or the Company (upon completion of the Reorganization) or
any other entity that is the ultimate holding company of the Bank, controlling, directly or indirectly through one or more intermediaries a majority of the Voting Securities issued by the Bank. 

“Participant” means any Eligible Employee who is an Active Participant participating in the Plan, or Eligible Employee or
former Employee who was previously an Active Participant and still has a balance credited to the Participant’s Account. 

“Pension Plan” means the SBERA Pension Plan as adopted by Eastern Bank, a qualified defined benefit plan sponsored by the
Employer since November 1, 1981. 
 “Pension Plan Years” means, for purposes of crediting pre-Effective Date Service under this Plan for Early Retirement eligibility and vesting, each year of service that would have been credited for early retirement eligibility and vesting under the Pension Plan, i.e.
each 12 month period from November 1 – October 31 in which 1,000 or more Hours of Service were credited, disregarding Service prior to an interruption of Service only if the Participant was not vested under the Pension Plan at the
start of the interruption and the interruption was for five (5) or more consecutive periods from November 1 – October 31 in which less than 501 Hours of Service were credited. 

  
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 “Period of Uniformed Service” means the length of time that an Employee
serves in the Uniformed Services. 
 “Plan Year” means the 12 month period commencing January 1 and ending
December 31, 2020 and each period of 12 consecutive months beginning on January 1 of each succeeding year. 
 “Readily
Tradable on an Established Securities Market” has the meaning set forth in Treasury Regulation Section 1.401(a)(35)-1(f)(5) for purposes of Code Section 401(a)(22), 401(a)(28)(C) and
409(h)(1)(B) and 409(1), which means: (i) the security is traded on a national securities exchange that is registered under section 6 of the Securities Exchange Act of 1934, as amended; or (ii) the security is traded on a national
securities exchange that is officially recognized, sanctioned or supervised by governmental authority and the security is deemed by the Securities and Exchange Commission as having a “ready market” under SEC Rule 15c3-1. 
 “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 the Participant’s employment rights are protected by the Military Selective Service Act of 1967 (38 U.S.C. Sec. 2021). 

“Reemployment After a Period of Uniformed Service” 

(a)    “Reemployment (or Reemployed) After a Period of Uniformed Service” means that an
Employee returned to employment with a Participating Employer, within the time frame set forth in subparagraph (b) below, after a Period of Uniformed Service in the Uniformed Services and the following rules corresponding to provisions of the
Uniformed Services Employment and Reemployment Rights Act of 1994 (“USERRA”) apply: (i) the Employee gives sufficient notice of leave to the Participating Employer prior to commencing a Period of Uniformed Service, or is excused
from providing such notice; (ii) the Participant’s employment with the Participating Employer prior to a Period of Uniformed Service was not of a brief, nonrecurrent nature that would preclude a reasonable expectation that such employment
would continue indefinitely or for a significant period; (iii) the Participating Employer’s circumstances have not changed so that reemployment is unreasonable or an undue hardship to the Participating Employer; and (iv) the
applicable cumulative Periods of Uniformed Service under USERRA equals five years or less, unless service in the Uniformed Services: 

(1)    in excess of five years is required to complete an initial Period of Uniformed Service; 

  
 7 













 (2)    prevents the Participant from obtaining orders
releasing him or her from such Period of Uniformed Service prior to the expiration of a five-year period (through no fault of the Participant); 

(3)    is required in the National Guard for drill and instruction, field exercises or active duty
training, or to fulfill necessary additional training, or to fulfill necessary additional training requirements certified in writing by the Secretary of the branch of Uniformed Services concerned; or 

(4)    for a Participant is 

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

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

(D)    the result of being called into service as a member of the National Guard by the President in the
case of rebellion or danger of rebellion against the authority of the United States Government or if the President is unable to execute the laws of the United States with the regular forces. 

(b)    The applicable statutory time frames within which an Employee must report to a Participating
Employer after a Period of Uniformed Service are as follows: 
 (1)    If the Period of Uniformed Service
was less than 31 days, 
 (A)    not later than the beginning of the first full regularly scheduled work
period on the first full calendar day following the completion of the Period of Uniformed Service and the expiration of eight hours after a period of time allowing for the safe transportation of the Employee from the place of service in the
Uniformed Services to the Employee’s residence; or 
 (B)    as soon as possible after the
expiration of the eight-hour period of time referred to in Clause (A), if reporting within the period referred to in such clause is impossible or unreasonable through no fault of the Employee. 

(2)    In the case of an Employee whose Period of Uniformed Service was for more than 30 days but less than
181 days, by submitting an application for reemployment with a Participating Employer not later than 14 days after the completion of the Period of Uniformed Service or, if submitting such application


  
 8 













 
within such period is impossible or unreasonable through no fault of the Employee, the next first full calendar day when submission of such application becomes reasonable. 

(3)    In the case of an Employee whose Period of Uniformed Service was for more than 180 days, by
submitting an application for reemployment with a Participating Employer not later than 90 days after the completion of the Period of Uniformed Service. 

(4)    In the case of an Employee who is hospitalized for, or convalescing from, an illness or injury
related to the Period of Uniformed Service the Employee shall apply for reemployment with a Participating Employer at the end of the period that is necessary for the Employee to recover. Such period of recovery shall not exceed two years, unless
circumstances beyond the Employee’s control make reporting as above unreasonable or impossible. 

(c)    Notwithstanding subparagraph (a), Reemployment After a Period of Uniformed Service terminates upon
the occurrence of any of the following: 
 (1)    a dishonorable or bad conduct discharge from the
Uniformed Services; 
 (2)    any other discharge from the Uniformed Services under circumstances other
than an honorable condition; 
 (3)    a discharge of a commissioned officer from the Uniformed Services
by court martial, by commutation of sentence by court martial, or, in time of war, by the President; or 

(4)    a demotion of a commissioned officer in the Uniformed Services for absence without authorized leave
of at least 3 months confinement under a sentence by court martial, or confinement in a federal or state penitentiary after being found guilty of a crime under a final sentence. 

“Reorganization” means the merger of the MHC into the Company whereby the Bank becomes a wholly-owned subsidiary of the
Company. 
 “Service” means an Employee’s period(s) of employment or
self-employment with an Employer, excluding for initial eligibility purposes any period in which the individual was a nonresident alien and did not receive from an Employer any earned income which constituted
income from sources within the United States. An Employee’s Service shall include any Service which constitutes Service with a predecessor Employer within the meaning of Section 414(a) of the Code, provided, however, that Service with an
acquired entity shall not be considered Service under the Plan unless required by applicable law or agreed to by the parties to such transaction. An Employee’s Service shall also include any Service with an entity which is not an Employer, but
only either (i) 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 

  
 9 













 
Employer, (ii) in which the other entity is a member of an affiliated service group within the meaning of Section 414(m) of the Code, and a member of the affiliated service group is an
Employer, or (iii) all Employers aggregated with the Employer under Section 414(o) of the Code (but not until the Proposed Regulations under Section 414(o) become effective). Notwithstanding any provision of this Plan to the contrary,
contributions, benefits and service credit with respect to qualified military service will be provided in accordance with Section 414(u) of the Code. 

With respect to Employees of an Employer on the Effective Date, service with a non-controlled employer
prior to an acquisition by or merger with the Employer (including an asset acquisition) will be credited for eligibility, vesting, and Early Retirement under this Plan, provided that the Employee was employed by the Employer (or a member of its
controlled group) immediately after the acquisition or merger. However, any such Hours credited with an acquired non-controlled employer will not be credited as Hours of Service needed for an annual ESOP
allocation. 
 “Spouse” means the individual, if any, to whom a Participant is lawfully married on the date benefit
payments to the Participant are to begin, or on the date of the Participant’s death, if earlier. A former Spouse shall be treated as the Spouse or surviving Spouse to the extent provided under a qualified domestic relations order as described
in section 414(p) of the Code. The term “Spouse” includes an individual married to a person of the same sex if the individuals are lawfully married under state law, and the term “marriage” includes such a marriage between
individuals of the same sex. 
 “Statutory Compensation” shall mean: 

(a)    shall mean wages within the meaning of Code Section 3401(a) and all other payments of
compensation to an Employee by the Employer (in the course of the Employer’s trade or business) for which the Employer is required to furnish the Employee a written statement under Code Sections 6041(d), 6051(a)(3), and 6052, but determined
without regard to any rules that limit the remuneration included in wages based on the nature or location of the employment or services performed (such as the exception for agricultural labor in Code Section 3401(a)(2)). Statutory Compensation
shall be calculated on the basis of the Limitation Year. 
 (b)    Compensation shall include elective
contributions. For this purpose, elective contributions are elective deferrals (as defined in Code Section 402(g)(3)) and amounts contributed or deferred by the Employer at the election of the Employee which are not includible in the gross
income of the Employee by reason of Code Section 125 (including any “deemed” Code Section 125 compensation), 132(f)(4), or 457. 

(c)    Statutory Compensation shall include amounts that are includible in income under Code
Section 409A. 
 (d)    Statutory Compensation shall also include the regular pay paid after
severance from employment if (a) the payment is for regular compensation for services during the Participant’s regular working hours, or compensation for services outside of the Participant’s regular working hours (such as overtime or
shift differential), commissions, 

  
 10 













 
bonuses, or other similar payments, and (b) the payment would have been paid to the Participant prior to severance from employment if the Participant had continued in employment with the
Employer, provided, however, that amounts described above shall only be included in Statutory Compensation to the extent such amounts are paid by the later of 21⁄2
months after severance from employment, or by the end of the limitation year that includes the date of such severance from employment. 

(e)    Statutory Compensation shall include differential wage payments (as defined in Code
Section 3401(h)) paid by the Employer to a former Employee who is performing qualified military services (as defined in Code Section 414(u)(1)) but only to the extent that those differential wage payments do not exceed the amounts the
individual would have received if the individual had continued to perform services for the Employer rather than entering qualified military service. 

(f)    Statutory Compensation in excess of $285,000 (for 2020, as indexed for future years) shall be
disregarded for all Participants. For purposes of this sub-section, the $285,000 limit shall be referred to as the “applicable limit” for the Plan Year in question. The $285,000 limit shall be
adjusted for increases in the cost of living in accordance with Section 401(a)(17)(B) of the Code, effective for the Plan Year which begins within the applicable calendar year. For purposes of the applicable limit, Statutory Compensation shall
be prorated over short Plan Years. 
 “Stock” means common stock issued by the Employer (or by a corporation which is a
member of the same controlled group) which is Readily Tradable on an Established Securities Market. In the event there is no common stock which meets the requirements of the preceding sentence, then “Stock” means common stock issued by the
Employer (or by a corporation which is a member of the same controlled group) having a combined voting power and dividend rights equal to or in excess of (A) that class of common stock of the Employer (or of any other such corporation) having
the greatest voting power; and (B) that class of common stock of the Employer (or of any other such corporation) having the greatest dividend rights. 

“Stock Fund” means that portion of the Trust Fund consisting of Stock. The Stock Fund is merely a recordkeeping mechanism
used by the Trustee to track the Stock held by the Plan. The Stock Fund is neither a mutual fund nor a diversified or managed investment option. 

“Stock Offering” means the public offering of the common stock of the Company to eligible depositors of the Bank and others,
pursuant to which the Company will become a publicly traded bank holding company.  
 “Trust” or “Trust
Fund” means the trust fund created under this Plan. 
 “Trust Agreement” means the agreement between the Bank and
the Trustee concerning the Trust Fund. If any assets of the Trust Fund are held in a co-mingled trust fund with assets of other qualified retirement plans, “Trust Agreement” shall be deemed to
include the trust agreement governing that co-mingled trust fund. With respect to the allocation of investment responsibility for the assets of the Trust Fund, the provisions of Article II of the Trust
Agreement are incorporated herein by reference. 

  
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 “Trustee” means one or more corporate persons or individuals selected from
time to time by the Bank to serve as trustee or co-trustees of the Trust Fund. 

“Unallocated Stock Fund” means that portion of the Stock Fund consisting of the Plan’s holding of Stock which have been
acquired in exchange for one or more Exempt Loans and which have not yet been allocated to the Participant’s Accounts in accordance with Section 4.2. 

“Uniformed Service” means the performance of duty on a voluntary or involuntary basis in the uniformed service of the United
States, including the U.S. Public Health Services, under competent authority and includes active duty, active duty for training, initial activity duty for training, inactive duty training, full-time National Guard duty, and the period for which a
person is absent from a position of employment for purposes of an examination to determine the fitness of the person to perform any such duty. 

“Valuation Date” means for so long as there is a generally recognized market for the Stock each business day on which the
Stock is Readily Tradeable on an Established Securities Market. If at any time there shall be no generally recognized market for the Stock, then “Valuation Date” shall mean the last day of the Plan Year and each other date as of which the
Committee shall determine the investment experience of the Investment Fund and adjust the Participants’ Accounts accordingly. 

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

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

Section 3.    Eligibility for Participation. 

3.1    Initial Eligibility. An Eligible Employee shall enter the Plan as of
the Entry Date coincident with or next following the date on which the Eligible Employee satisfies both the age and Service requirements. An Employee will be an Eligible Employee on or after the date that the Employee has both attained age 21 and
completed an Eligibility Year. Notwithstanding the foregoing, an Employee who is an Eligible Employee on or prior to the Closing Date shall enter the Plan, retroactively, on the Effective Date. 

3.2    Definition of Eligibility Year. “Eligibility Year” means
an applicable eligibility period (as defined below) in which the Eligible Employee has completed 1,000 Hours of Service for the Employer. For this purpose: 

(i)     an Employee’s first “eligibility period” is the
12-consecutive month period beginning on the first day on which the Employee has an Hour of Service, including any years before the Effective Date of the Plan, and 

(ii)    an Employee’s subsequent eligibility periods shall commence on each subsequent anniversary of
the date on which the Employee first performs an Hour of Service. 

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

3.4    Certain Employees Ineligible. 

3.4-1.    No Employee shall participate in the Plan while the
Participant’s Service is covered by a collective bargaining agreement between an Employer and the Employee’s collective bargaining representative if (i) retirement benefits have been the subject of good faith bargaining between the
Employer and the representative and (ii) the collective bargaining agreement does not provide for the Employee’s participation in the Plan. 

3.4-2.    Leased Employees are not eligible to participate in the
Plan. 
 3.4-3.    Employees who are nonresident aliens with no
earned income (within the meaning of Code Section 911(d)(2)) from the Employer which constitutes income from sources within the United States (within the meaning of Code Section 861(a)(3)). 

3.4-4.    A part-time, temporary or seasonal Employee whose
regularly scheduled Service is less than 1,000 Hours of Service in the Eligibility Year. Notwithstanding the foregoing, if a part-time, temporary or seasonal Employee has performed 1,000 Hours of Service during an Eligibility Year, such Employee
shall be eligible to enter the Plan on the Entry Date coincident or next following the completion of such Eligibility Year. 
 
3.5    Participation and Re-participation. Subject to the satisfaction of the foregoing requirements, an Eligible Employee shall participate in the Plan during each period
of the Participant’s Service from the date on which the Participant first becomes eligible until the Participant’s termination. For this purpose, an Eligible Employee who (i) has terminated employment and returns before five
(5) consecutive one year Breaks in Service who previously satisfied the initial eligibility requirements or (ii) was vested at the time of termination and returns to employment, regardless of the number of intervening Breaks in Service,
shall re-enter the Plan as of the date of the Participant’s return to Service with an Employer. 
 
Section 4.    Contributions and Credits. 

4.1    Discretionary Contributions. 

4.1-1.    The Employer shall from time to time contribute, with
respect to a Plan Year, such amounts as it may determine from time to time. The Employer shall have no obligation to contribute any amount under this Plan except as so determined in its sole discretion. The Employer’s contributions and
available forfeitures for a Plan Year, and to the extent set forth in Section 8.1-1(iii) hereof, cash dividends on unallocated Shares, shall be credited as of the last day of the year to the Accounts of
the Active Participants in the manner set forth in Section 8.1-2. 
 4.1-2.    Upon a Participant’s Reemployment After a Period of Uniformed Service, the Employer shall make an additional contribution on behalf of such Participant that would have been made on
the Participant’s behalf during the Plan Year or Years corresponding to the Participant’s Period of Uniformed Service. 

  
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 4.2    Contributions for Exempt
Loans. If the Trustee, upon instructions from the Committee, incurs any Exempt Loan 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 Exempt Loan. If there is more than one Exempt Loan, the Employer shall designate the one to which any contribution is to be applied. Investment earnings realized on Employer contributions and any dividends paid by the
Employer on Stock held in the Unallocated Stock Account, shall be applied to the Exempt Loan related to that Stock, subject to Section 7.2. 

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

At the direction of the Committee, the current and projected payments of interest under an Exempt Loan may be ignored in calculating the
number of shares to be released in each year if (i) the Exempt Loan provides for annual payments of principal and interest at a cumulative rate that is not less rapid at any time than level annual payments of such amounts for 10 years,
(ii) the interest included in any payment is ignored only to the extent that it would be determined to be interest under standard loan amortization tables, and (iii) the term of the Exempt Loan, by reason of renewal, extension, or
refinancing, has not exceeded 10 years from the original acquisition of the Stock. In determining the number of shares to be released for any Plan Year under either method: (a) the number of future years under the loan must be definitely
ascertainable and must be determined without taking into account any possible extensions or renewal periods; (b) if the loan provides for a variable interest rate, the interest rate to be paid for all future Plan Years must be computed by using
the interest rate as of the end of the Plan Year for which the determination is being made; and (c) if the Company Stock allocated to the suspense account includes more than one class of shares, the number of shares of each class to be
withdrawn for a Plan Year from the suspense account must be determined by applying the same fraction to each such class. Allocations of Company Stock shall be reflected separately for each class of such stock and the Committee shall maintain
adequate records of aggregate cost basis of Company Stock allocated to each Participant’s Stock Account. Only one method shall be used per loan. 

4.3    Conditions as to Contributions. Employers’ contributions shall
in all events be subject to the limitations set forth in Section 5. Contributions may be made in the form of cash, or securities and other property to the extent permissible under ERISA, including Stock, and shall be held by the Trustee in
accordance with the Trust Agreement. In addition to the provisions of Section 13.2 for the return of an Employer’s contributions in connection with a failure of the Plan to qualify initially under the Code, any amount contributed by an
Employer due to a good faith mistake of fact, or based upon a good faith but erroneous determination of its deductibility under Section 404 of the Code, shall be returned to the Employer within one year after the date on which the contribution
was originally made, or within one year after its nondeductibility has been finally 

  
 14 













 
determined. However, the amount to be returned shall be reduced to take account of any adverse investment experience within the Trust Fund in order that the balance credited to each
Participant’s Account is not less that it would have been if the contribution had never been made. 

4.4    Rollover Contributions. This Plan shall not accept a direct rollover
or rollover contribution of an “eligible rollover distribution” as such term is defined in Section 10.9-1 of the Plan. 

Section 5.    Limitations on Contributions and Allocations. 

5.1    Limitation on Annual Additions. Notwithstanding anything herein to
the contrary, allocation of Employer contributions for any Plan Year shall be subject to the following: 
 5.1-1    If allocation of Employer contributions in accordance with Section 4.1 will result in an allocation of more than one-third the total
contributions for a Plan Year to the accounts of Highly Compensated Employees, and such allocation would cause any Highly Compensated Employee to exceed the limitations under Code Section 415(c) or the Employer to exceed the deduction limits
under Code Section 404, then no more than one-third of the Employer contributions used for repayment of any Exempt Loan in accordance with Section 4.2 shall be allocated to the accounts of Highly
Compensated Employees (within the meaning of Code Section 414(q)), with the remaining Employer contributions to be made to non-Highly Compensated Employees in the manner specified under Section 8.1.
Such adjustments shall be made before any allocations occur. Notwithstanding the foregoing, if more than one-third of the total contributions for a Plan Year to the accounts of Highly Compensated Employees
would not cause any Highly Compensated Employee to exceed the limitations of Code Section 415(c) or cause the Employer to exceed the deduction limits under Code Section 404, then the allocations shall be made without adjustment. 

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 $57,000 (for 2020, or such other dollar amount which results from cost-of-living adjustments under Section 415(d) of the Code) (the “dollar limitation”) or 100 percent of the Participant’s Statutory Compensation for such Limitation Year (the
“percentage limitation”). In the event Stock is released from the Unallocated Stock Fund and allocated to a Participant’s Account for a particular Plan Year, the Employer may determine for such year that an annual addition shall be
calculated on the basis of the fair market value of the Stock so released and allocated (such fair market value to be based on the valuation as of the Valuation Date immediately preceding the Plan Year in respect of which the release and allocation
are made) if the annual addition, as so calculated, is lower than the annual addition calculated on the basis of Employer contributions. The percentage limitation shall not apply to any contribution for medical benefits after severance from
employment (within the meaning of Section 401(h) or Section 419A(f)(2) of the Code) which is otherwise treated as an annual addition. If, as a result of the allocation of forfeitures, a reasonable error in estimating a


  
 15 













 
Participant’s annual compensation, a reasonable error in determining the amount of elective deferrals (within the meaning of Code Section 402(g)(3)) that may be made with respect to any
individual under the limits of Code Section 415, or under other limited facts and circumstances that the Commissioner of the Internal Revenue Service finds justify the availability of the rules set forth in this paragraph, the annual additions
under the terms of the Plan for a particular Participant would cause the limitations of Code Section 415 applicable to that Participant for the Limitation Year to be exceeded, the Plan may only correct such excess in accordance with the
Employee Plans Compliance Resolution System (EPCRS) as set forth in Revenue Procedure 2019-19 or any subsequent guidance. 

5.1-3    For purposes of this Section 5.1, the “annual
addition” to a Participant’s Accounts means the sum of (i) Employer contributions, (ii) Employee contributions, if any, and (iii) forfeitures. Notwithstanding the foregoing, “annual additions” shall not include a
restorative payment in accordance with Treasury Regulation Section 1.415(c)-1(b)(2)(C) that is made to restore losses to the Plan resulting from actions by a fiduciary for which there is a reasonable risk
of liability for breach of fiduciary duty under ERISA or other applicable federal and state law. 
 In the event Stock is
released from the Unallocated Stock Fund and allocated to a Participant’s Account for a particular Plan Year, the Employer may determine for such year that an annual addition shall be calculated on the basis of the fair market value of the
Stock so released and allocated (such fair market value to be based on the valuation as of the Valuation Date immediately preceding the Plan Year in respect of which the release and allocation are made) if the annual addition, as so calculated, is
lower than the annual addition calculated on the basis of Employer contributions. 

5.1-4    Notwithstanding the foregoing, if no more than one-third of the Employer contributions to the Plan for a year which are deductible under Section 404(a)(9) of the Code are allocated to Highly Compensated Employees (within the meaning of Section 414(q)
of the Internal Revenue Code), the limitations imposed herein shall not apply to: 
 (i)    forfeitures
of Employer securities (within the meaning of Section 409 of the Code) under the Plan if such securities were acquired with the proceeds of a loan described in Section 404(a)(9)(A) of the Code), or 

(ii)    Employer contributions to the Plan which are deductible under Section 404(a)(9)(B) and charged
against a Participant’s Account. 
 5.1-5    If the Employer
contributes amounts, on behalf of Eligible Employees covered by this Plan, to other “defined contribution plans” as defined in Section 3(34) of ERISA, the limitation on annual additions provided in this Section shall be applied to
annual additions in the aggregate to this Plan and to such other plans. Reduction of annual additions, where required, shall be accomplished first by reductions under such other plan pursuant to the directions of the named fiduciary for
administration of such other plans or under priorities, if any, established under the terms of such other plans and then by allocating any remaining excess for this Plan in the manner and priority set out above with respect to this Plan. 

  
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 5.1-6    A
Limitation Year shall mean each 12 consecutive month period used for purposes of determining annual additions to a Participant’s Account. The Limitation Year shall be the Plan Year. 

5.2    Effect of Limitations. The Committee shall take whatever action may
be necessary from time to time to assure compliance with the limitations set forth in Section 5.1. Specifically, the Committee shall see that each Employer restrict its contributions for any Plan Year to an amount which, taking into account the
amount of available forfeitures, may be completely allocated to the Participants consistent with those limitations. Where the limitations would otherwise be exceeded by any Participant, further allocations to the Participant shall be curtailed to
the extent necessary to satisfy the limitations. Where an excessive amount is contributed on account of a mistake as to one or more Participants’ compensation, or there is an amount of forfeitures which may not be credited in the Plan Year in
which it becomes available, the amount shall be corrected in accordance with Section 5.1-2 of the Plan. 

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

This restriction shall apply at all times to a Participant who owns (taking into account the attribution rules under Section 318(a) of
the Code, without regard to the exception for employee plan trusts in Section 318(a)(2)(B)(i) more than 25 percent of any class of stock of a corporation which issued the Stock acquired by the Plan, or another corporation within the same
controlled group, as defined in Section 409(l)(4) of the Code (any such class of stock hereafter called a “Related Class”). For this purpose, a Participant who owns more than 25 percent of any Related Class at any time
within the one year preceding the Plan’s purchase of the Stock shall be subject to the restriction as to all allocations of the Stock, but any other Participant shall be subject to the restriction only as to allocations which occur at a time
when the Participant owns more than 25 percent of any Related Class. 
 Further, this restriction shall apply to the selling
shareholder claiming the benefit of Section 1042 and any other Participant who is related to such a shareholder within the meaning of Section 267(b) of the Code, during the period beginning on the date of sale and ending on the later of
(1) the date that is ten years after the date of sale, or (2) the date of the Plan allocation attributable to the final payment of acquisition indebtedness incurred in connection with the sale. 

This restriction shall not apply to any Participant who is a lineal descendant of a selling shareholder if the aggregate amounts allocated
under the Plan for the benefit of all such descendants do not exceed five percent of the Stock acquired from the shareholder. 
 
5.4    Erroneous Allocations. No Participant shall be entitled to any annual additions or other allocations to the Participant’s Account in excess of those permitted under Section 5. If it is
determined at any time that the administrator and/or Trustee have erred in accepting and allocating any contributions or forfeitures under this Plan, or in allocating investment adjustments, or in excluding or including any person as a Participant,
then the administrator, in a uniform and 

  
 17 













 
nondiscriminatory manner, shall determine the manner in which such error shall be corrected, after taking into consideration Revenue Procedure 2019-19 any
revenue procedure or other notice published by the Internal Revenue Service regarding permissible correction methods, if applicable, and shall promptly advise the Trustee in writing of such error and of the method for correcting such error. The
Accounts of any or all Participants may be revised, if necessary, in order to correct such error. 

Section 6.    Trust Fund and Its Investment. 

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

6.2    Stock Fund and Investment Fund. The Trust Fund held by the Trustee
shall be divided into the Stock Fund, consisting entirely of Stock, and the Investment Fund, consisting of all assets of the Trust other than Stock. The Trustee shall have no investment responsibility for the Stock Fund, but shall accept any
Employer contributions made in the form of Stock, and shall acquire, sell, exchange, distribute, and otherwise deal with and dispose of Stock in accordance with the instructions of the Committee. As a directed Trustee, the Trustee shall have such
responsibility for the investment of the Investment Fund as set forth pursuant to 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 an “Exempt Loan.” The term “Exempt Loan” 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. An Exempt Loan 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 an Exempt Loan in order to qualify as an “exempt loan” is not a refinancing of the Exempt Loan or the making of another Exempt Loan. The term Exempt Loan
refers to a loan that is primarily for the benefit of the Plan participants and their beneficiaries and that satisfies the provisions of this paragraph. A “non-exempt loan” fails to satisfy this
paragraph. Any Exempt Loan shall be subject to the following conditions and limitations: 

6.3-1    All Exempt Loans incurred by the Plan must be primarily
for the benefit of Plan Participants and Beneficiaries, and an Exempt Loan shall be for a specific term, shall 

  
 18 













 
not be payable on demand except in the event of default, and shall bear a reasonable rate of interest, such that the interest rate and the price of the securities to be acquired with the Exempt
Loan will not cause the Plan’s assets to be inappropriately impaired in violation of Treasury Regulation Section 54.4975-7(b)(3). 

6.3-2    An Exempt Loan may, but need not, be secured by a
collateral pledge of either the Stock acquired in exchange for the Exempt Loan, or the Stock previously pledged in connection with a prior Exempt Loan which is being repaid with the proceeds of the current Exempt Loan. No other assets of the Plan
and Trust may be used as collateral for an Exempt Loan, and no creditor under an Exempt Loan 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 an Exempt Loan must provide
for the release of pledged Stock in connection with payments on the Exempt Loans in the ratio prescribed in Section 4.2. 

6.3-4    Repayments of principal and interest on any Exempt Loan
shall be made by the Trustee only from Employer cash contributions designated for such payments, from earnings on such contributions, and from cash dividends received on Stock, in the last case, however, subject to the further requirements of
Section 7.2. The payment on the Exempt Loan during the Plan Year must not exceed an amount equal to the sum of contributions and earnings received during such year or prior to such year, less such payments in prior years. Such contributions and
earnings must be accounted for separately in the books and accounts of the Plan until the Exempt Loan is fully repaid. 
 6.3-5    In the event of default of an Exempt Loan, the value of Plan assets transferred in satisfaction of the Exempt Loan must not exceed the amount of the default. If the lender is a
disqualified person within the meaning of Section 4975 of the Code, an Exempt Loan 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 Exempt Loan.
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 the Participant’s Account, as provided in
Section 401(a)(28)(B) of the Code. An election to diversify must be made on the prescribed form and filed with the Committee within the period specified herein. For each of the first five (5) Plan years in the qualified election period,
the Participant may elect to diversify an amount which does not exceed 25 percent of the number of shares allocated to the Participant’s 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 the Participant’s 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 the Participant’s Account may be made within each year of the qualified election period and shall continue for the 90-day
period immediately following the 

  
 19 













 
last day of each year in the qualified election period. Once a Participant makes such election, the Plan must complete diversification in accordance with such election within 90 days after the
end of the period during which the election could be made for the Plan Year. In the discretion of the Committee, the Plan may satisfy the diversification requirement by any of the following methods: 

6.4-1    The Plan may distribute all or part of the amount subject
to the diversification election. 
 6.4-2    The Plan may offer
the Participant at least three other distinct investment options, if available under the Plan. The other investment options shall satisfy the requirements of Regulations under Section 404(c) of ERISA. 

6.4-3    The Plan may transfer the portion of the
Participant’s Account subject to the diversification election to another qualified defined contribution plan of the Employer that offers at least three investment options satisfying the requirements of the Regulations under Section 404(c)
of ERISA. 
 Section 7.    Voting Rights and Dividends on
Stock. 
 7.1    Voting and Tendering of Stock. 

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

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

7.2    Application of Dividends. 

7.2-1    Stock Dividends. Dividends on Stock which are
received by the Trustee in the form of additional Stock shall be retained in the Stock Fund, and shall be allocated among the Participants’ Accounts and the Unallocated Stock Fund in accordance with their holdings of the Stock on which the
dividends are paid. 
 7.2-2    Cash Dividends. The
treatment of dividends paid in cash shall be determined after consideration to whether the cash dividends are paid on Stock held in Participants’ Accounts or the Unallocated Stock Fund. 

(i)    On Stock in Participants’ Accounts. 

(A)    Employer Exercises Discretion. Dividends on Stock credited to Participants’ Accounts
which are received by the Trustee in the form of cash shall, at the direction of the Employer paying the dividends, either (I) be credited to the Accounts in accordance with Section 8.4(iii) and invested as part of the Investment Fund,
(II) be distributed immediately to the Participants in proportion with the Participants’ Stock Fund Account balance (III) be distributed to the Participants within 90 days after the close of the Plan Year in which paid in proportion
with the Participants’ Stock Fund Account balance or (IV) be used to make payments on the Exempt Loan. If dividends on Stock allocated to a Participant’s Account are used to repay the Exempt Loan, Stock with a fair market value at
least equal to the dividends so used must be allocated to such Participant’s Account in lieu of the dividends. 

(B)    Participant Exercises Discretion over Dividend. In addition, in the sole discretion of the
Employer, the Employer may grant Participants the right to elect: (I) to have cash dividends paid on shares of Stock credited to such Participants’ Stock Fund Accounts distributed to the Participant, or (II) to leave the cash
dividends allocated to the Participant’s Account in the Plan, to be credited to the Stock Fund Account and invested in shares of Stock. Dividends on which such election may be made will be fully vested in the Participant (even if not otherwise
vested, absent the ability to make such election). Accordingly, the Employer may choose to offer this election only to Participants who are fully vested in their Account. In the event the Employer elects to give Participants the right to determine
the treatment of such dividends, the Participant’s election shall be made by filing with the Committee the appropriate written direction as provided by the Committee at such time and in accordance with such procedures and limitations which


  
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the Committee may from time to time establish; provided, however, that the procedures established by the Committee shall provide a reasonable opportunity to change the election at least annually,
may establish a default election if a Participant fails to make an affirmative election within the time established for making elections, may provide that the election is applicable for the Plan Year and cannot be revoked with respect to such Plan
Year, shall otherwise be implemented in a manner such that the dividends paid or reinvested will constitute “applicable dividends” which may be deducted under Code Section 404(k), and are in accordance with applicable guidance issued
or to be issued by the Secretary of the Treasury. If the Employer elects to give Participants the right to exercise the discretion in this Paragraph 7.2-2(i)(B), the ability to make such election shall be
available to the Participant with respect to dividends paid for the entire Plan Year. 
 (ii)    On
Stock in the Unallocated Stock Fund. Dividends received on shares of Stock held in the Unallocated Stock Fund may be applied to the repayment of principal and interest then due on the Exempt Loan used to acquire such shares in lieu of, or in
addition to Employer contributions necessary to repay the Exempt Loan. Alternatively (or in addition to the above), in the sole discretion of the Committee, such dividends (or the excess of such dividends not applied as above) shall: (A) be
allocated to Active Participants, pro rata, in proportion to the Compensation of each such person that was earned during that portion of the Plan Year that such person participated in the Plan compared to total Compensation of each Active
Participant for such year, or (B) be deemed to be general earnings of the Trust Fund and used for paying appropriate Plan or Trust related expenditures for the Plan Year. Notwithstanding the foregoing, dividends paid on a share of Stock may not
be used to make payments on a particular Exempt Loan unless the share was acquired with the proceeds of such loan or a refinancing of such loan. 
 
Section 8.    Adjustments to Accounts. 

8.1    ESOP Allocations. Amounts available for allocation for a particular
Plan Year will be divided into two categories. The first category relates to shares of Stock released from the Unallocated Stock Fund attributable to using cash dividends to make Exempt Loan payments. The second category relates to contributions
made by the Employer, shares of Stock released from the Unallocated Stock Fund on the basis of Employer contributions (or on the basis of the complete repayment of the Exempt Loan through the sale or other disposition of Stock in the Unallocated
Stock Fund), dividends allocated under Section 7.2-2(ii)(A), and amounts forfeited from Stock Fund Accounts pursuant to Section 9.5. 

8.1-1    Shares of Stock attributable to the first category will be
allocated to the Stock Fund Accounts of eligible Participants as follows: 
 (i)    first, if dividends
paid on shares of Stock held in Participants’ Stock Fund Accounts are used to make payments on an Exempt Loan, there shall be allocated to each such account a number of shares of Stock released from the Unallocated Stock Fund with a fair market
value (determined as of the Valuation Date coincident with or immediately preceding the loan payment date) that at least equals the amount of dividends so used, 

  
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 (ii)    second, if necessary, any remaining shares of
Stock shall be applied to reinstate amounts forfeited from Stock Fund Accounts of former employees who are entitled to a reinstatement under Section 9.5, and 

(iii)    finally, any remaining shares of Stock shall be allocated as of the last Valuation Date of the
Plan Year for which they are allocated in the same manner as described in Section 8.1-2. 

8.1-2    Shares of Stock or cash attributable to the second
category (i.e., Employer contributions, Stock released from the Unallocated Stock Fund on the basis of Employer contributions, dividends allocated under Section 7.2-2(ii)(A), amounts forfeited, and, to
the extent applicable, shares of Stock released in accordance with Section 8.1-1(iii)) will be allocated to the Stock Fund Accounts or Investment Fund Accounts, as the case may be, pro rata, in proportion
to the Compensation of each Active Participant that was earned by such Participant during the period of the Plan Year in which such person participated in the Plan compared to total Compensation for all Active Participants. 

8.1-3    Shares of Stock or cash attributable to contributions made
under Section 4.1-2 (i.e., upon Reemployment After A Period of Uniformed Service) shall be allocated specifically to the Participants on whose behalf such contributions were made. 

8.2    Charges to Accounts. When a Valuation Date occurs, any distributions
made to or on behalf of any Participant or Beneficiary since the last preceding Valuation Date shall be charged to the proper Accounts maintained for that Participant or Beneficiary. 

8.3    Stock Fund Account. Subject to the provisions of Sections 5 and
8.1, as of the last day of each Plan Year, the Trustee shall credit to each Participant’s Stock Fund Account: (a) the Participant’s allocable share of Stock purchased by the Trustee or contributed by the Employer to the Trust Fund for
that year; (b) the Participant’s allocable share of the Stock that is released from the Unallocated Stock Fund for that year; (c) the Participant’s allocable share of any forfeitures of Stock arising under the Plan during that
year; and (d) any Stock dividends declared and paid during that year on Stock credited to the Participant’s Stock Fund Account. 

8.4    Investment Fund Account. Subject to the provisions of Sections 5 and
8.1 as of the last day of each Plan Year, the Trustee shall credit to each Participant’s Investment Fund Account: (i) the Participant’s allocable share of any contribution for that year made by the Employer in cash or in property
other than Stock that is not used by the Trustee to purchase Employer Stock or to make payments due under an Exempt Loan; (ii) the Participant’s allocable share of any forfeitures from the Investment Fund Accounts of other Participants
arising under the Plan during that year; (iii) any cash dividends paid during that year on Stock credited to the Participant’s Stock Fund Account, other than dividends which are paid directly to the Participant and other than dividends
which are used to repay Exempt Loan; and (iv) the share of the net income or loss of the Trust Fund properly allocable to that Participant’s Investment Fund Account, as provided in Section 8.5. 

  
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 8.5    Adjustment to Value of
Trust Fund. As of the last day of each Plan Year, the Trustee shall determine: (i) the net worth of that portion of the Trust Fund which consists of properties other than Stock (the “Investment Fund”); and (ii) the
increase or decrease in the net worth of the Investment Fund since the last day of the preceding Plan Year. The net worth of the Investment Fund shall be the fair market value of all properties held by the Trustee under the Trust Agreement other
than Stock, net of liabilities other than liabilities to Participants and their beneficiaries. The Trustee shall allocate to the Investment Fund Account of each Participant that percentage of the increase or decrease in the net worth of the
Investment Fund equal to the ratio which the balances credited to the Participant’s Investment Fund Account bear to the total amount credited to all Participants’ Investments Fund Accounts. This allocation shall be made after application
of Section 7.2, but before application of Sections 8.1, 8.4 and 5.1. 

8.6    Participant Statements. Each Plan Year, the Committee shall provide
or shall cause to be provided to each Participant a statement of the Participant’s Account balances, and the vested percentage thereof, as of the last day of the Plan Year. 

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

 

			
	 Vesting
Years
	  	Percentage of
Interest Vested
	 Less than 1
	  	0%
	 1
	  	0%
	 2
	  	0%
	 3 or more
	  	100%

 9.2    Computation of Vesting Years. For
purposes of this Plan, a “Vesting Year” means a Plan Year in which an Eligible Employee has been credited with at least 1,000 Hours of Service and Pension Plan Years credited for Service prior to the Effective Date. Service with other
Employers as provided in the definition of “Service” will be credited. A Participant’s Vesting Year shall be computed subject to the following conditions and qualifications: 

9.2-1    To the extent applicable, a Participant’s vested
interest in an undistributed Account accumulated before five (5) consecutive one year Breaks in Service shall continue to be Vested even if five consecutive Breaks in Service occur. Further, if a Participant has five (5) consecutive one
year Breaks in Service before the Participant’s interest in the Participant’s Account has become vested and the Account is subject to forfeiture under Section 9.5, pre-Break in Service Vesting
Years shall not be taken into account for purposes of determining the Participant’s post-Break in Service vested percentage. 

  
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 9.2-2    To the
extent applicable, in the case of a Participant who has five (5) or more consecutive one year Breaks in Service, the Participant’s pre-Break in Service will count in vesting of the Employer-derived
post-Break in Service accrued benefit only if either: 
 (i)    such Participant has any nonforfeitable
interest in the accrued benefit attributable to Employer contributions at the time of severance from employment, or 

(ii)    upon returning to Service the number of consecutive one year Breaks in Service is less than the
number of years of Service. 
 9.2-3    Notwithstanding any
provision of the Plan to the contrary, calculation of service for determining Vesting Years with respect to qualified military service will be provided in accordance with Section 414(u) of the Code. Notwithstanding any provision of the Plan to
the contrary, the calculation of service for determining Vesting Years for an Eligible Employee shall include Years of Service as a noncovered Employee (e.g. Years of Service performed while the Participant was not an Eligible Employee). 

9.2-4    To the extent applicable, if any amendment changes the
vesting schedule, including an automatic change to or from a top-heavy vesting schedule, any Participant with three (3) or more Vesting Years may, by filing a written request with the Employer, elect to
have the Participant’s vested percentage computed under the vesting schedule in effect prior to the amendment. The election period must begin not later than the later of sixty (60) days after the amendment is adopted, the amendment becomes
effective, or the Participant is issued written notice of the amendment by the Employer or the Committee. 
 
9.3    Full Vesting Upon Certain Events. 

9.3-1    Notwithstanding Section 9.1, a Participant’s
interest in the Participant’s Account shall fully vest on the earlier of the Participant’s Early Retirement Date and Normal Retirement Date. The Participant’s interest shall also fully vest in the event that the Participant’s
Service is terminated by Disability or by death. For purposes of this Section 9.3-1, benefits payable in the event of a Participant’s death or Disability while performing qualified military service
shall fully vest in accordance with Section 414(u)(9) of the Code. 

9.3-2    The Participant’s interest in the Participant’s
Account shall also fully vest in the event of a “Change in Control” of the Parent Company or the Bank. For these purposes, a Change in Control shall be deemed to have occurred in any of the following circumstances: 

9.3-2.1     Combination: the merger, consolidation or other
business combination or similar reorganization of the Parent Company or the Bank, whether in one or a series of related steps (the “Combination”), if, immediately following the effectiveness of the Combination, either (A) less
than two-thirds of the board of trustees or directors or other governing body (the “Surviving Board”) of the entity paying the transaction consideration in such Combination, whether cash and/or
securities, is composed of individuals who, immediately prior to effectiveness of the Combination, were serving on the board of trustees or directors or other governing body of the Combination Counterparty, or (B) less than sixty percent (60%)
of 

  
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the combined voting power of the securities having the right to vote in an election of the Surviving Board is beneficially owned (as defined in Rule 13d- 3
under the Securities Exchange Act of 1934, as amended), directly or indirectly, by persons who, immediately prior to effectiveness of such Combination, were shareholders of the Combination Counterparty. For these purposes, the “Combination
Counterparty” means the Parent Company, or if there is no Parent Company, the term “Combination Counterparty” means the Bank; or; 

9.3-2.2    Acquisition of Significant Share Ownership: a
person or persons acting in concert, other than the Parent Company, has or have become the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended),
directly or indirectly, of twenty-five percent (25%) or more of the combined voting power of the securities having the right to vote in an election of the board of directors of the Parent Company or the Bank (“Voting Securities”);
provided, however, that this clause (b) shall not apply to beneficial ownership of the Company’s or the Bank’s Voting Securities held by an entity of which the Parent Company directly or indirectly beneficially owns fifty percent
(50%) or more of its outstanding Voting Securities; or; 

9.3-2.3    Change in Board Composition: during any period
of two consecutive years, individuals who constitute the board of trustees or directors of the Parent Company or, if the Parent Company ceases to be the beneficial owner (as defined in Rule 13d-3 of the
Securities Exchange Act of 1934, as amended), directly or indirectly, of a majority of the Voting Securities of the Bank, the Bank at the beginning of such two-year period cease for any reason to constitute at
least a majority of the board of trustees or directors of the Parent Company or Bank, as applicable; provided, however, that for purposes of this sentence, an individual shall be deemed to have been a trustee or director at the beginning of such
period if such individual was elected, or nominated for election, by the board of trustees or directors of the Parent Company or the Bank, as applicable, by a vote of at least two-thirds of the trustees or
directors who were trustees or directors at the beginning of the two-year period or were so elected or nominated by such trustees or directors; or 

9.3-2.4    Sale of Assets: the sale of all or substantially
all of the assets of the Parent Company or the Bank to any person, group or entity; or 

9.3-2.5    Other Transaction: any other transaction that
the board of trustees or directors or other governing body of the Parent Company or, if there is no Parent Company, the Bank determines, constitutes a Change in Control for purposes of this Plan. 

Notwithstanding anything herein to the contrary, a Change in Control shall not be deemed to have occurred as a result of the Reorganization and
Stock Offering. 

  
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 9.4    Full Vesting Upon Plan
Termination. Notwithstanding Section 9.1, a Participant’s interest in the Participant’s Account shall fully vest upon termination of this Plan or upon the permanent and complete discontinuance of contributions by the
Participant’s Employer. In the event of a partial termination, the interest of each affected Participant shall fully vest with respect to that part of the Plan which is terminated. A partial termination of the Plan shall be determined by the
Internal Revenue Service Commissioner based on the facts and circumstances of the particular case in accordance with Code Section 411(d)(3) and the corresponding Treasury Regulations issued thereunder. 

9.5    Forfeiture, Repayment, and Restoral. If a Participant’s Service
terminates before the Participant’s interest in the Participant’s Account is fully vested, the Account shall be forfeited and the Participant shall be deemed to cashed out of the Plan immediately upon the termination of Service. However,
if such Participant returns to Service prior to incurring five (5) consecutive one-year Breaks in Service, the forfeited Account balance shall be restored without investment gain or loss as of the first
day on which the Participant performs an Hour of Service after the Participant’s return. The source of restoration will be from other Employees’ forfeitures and, if such forfeitures are insufficient, then from amounts allocated in
accordance with Section 8.1-1(ii), and if insufficient, then from a special contribution by the Employer for that year. 

9.6    Accounting for Forfeitures. . A forfeiture shall be charged to the
Participant’s Account as of the first day of the first Valuation Period in which the forfeiture becomes certain pursuant to Section 9.5. Except as otherwise provided in that Section, a forfeiture shall be added to the contributions of the
terminated Participant’s Employer which are to be credited to other Participants pursuant to Section 4.1 as of the last day of the Plan Year in which the forfeiture becomes certain. 

9.7    Vesting and Nonforfeitability. A Participant’s interest in the Participant’s Account which
has become vested shall be nonforfeitable for any reason. 
 Section 10.    Payment of
Benefits. 
 10.1    Benefits for Participants. For a Participant
whose Service ends for any reason, distribution will be made to or for the benefit of the Participant or, in the case of the Participant’s death, the Participant’s Beneficiary, by payment in a lump sum or annual installments not exceeding
five (5) years as elected by the Participant, in accordance with Section 10.2. Prior to any such distribution, any Participant entitled to a distribution will be entitled to elect the manner of such distribution (e.g., whether to receive
the distribution directly or transfer such distribution to an individual retirement account or other tax-qualified plan), a special tax notice regarding the consequences of such distribution, and, if
applicable, that the Participant has the right not to consent to a distribution at such time. 
 If a Participant so desires, the
Participant may direct how the Participant’s benefits are to be paid to the Participant’s Beneficiary. Notice to the Participant with regard to having the right to elect the manner in which the Participant’s vested Account balance
will be distributed may be given up to 180 days before the first day of the first period for which an amount is payable. If a 

  
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deceased Participant did not file a direction with the Committee, the Participant’s benefits shall be distributed to the Participant’s Beneficiary in a lump sum. Notwithstanding any
provision to the contrary, if the value of a Participant’s vested Account balance at the time of any distribution does not exceed $1,000, then such Participant’s vested Account shall be distributed, without regard to whether the
Participant consents, in a lump sum within 60 days after the end of the Plan Year in which employment terminates. If the value of a Participant’s vested Account balance is in excess of $5,000, then the Participant’s benefits shall not be
paid prior to the Participant’s Normal Retirement Date unless the Participant 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. The Committee shall provide the Participant with written notice designed to comply with the requirements of Code Section 411(a)(11), and shall provide the
Participant with a general description of the material features of the optional forms of benefits under the Plan and the right to defer receipt of any distribution under the Plan. Such notice shall be provided no less than 30 days and no more than
180 days before the date a distribution under the Plan commences. Notwithstanding the foregoing, failure of a Participant to consent to a distribution prior the Participant’s Normal Retirement Date shall be deemed to be an election to defer
commencement of payment of any benefit under this section. Notwithstanding the foregoing, unless a Participant elects to receive a distribution, the Committee shall transfer accounts of more than $1,000, but not exceeding $5,000, in a direct
rollover to an individual retirement plan designated by the Committee in accordance with Code Section 401(a)(31)(B) and the regulations promulgated thereunder. All distributions of $5,000 or less that are made pursuant to this Section without
the Participant’s consent shall be made in cash. 
 10.2    Time for
Distribution. 
 10.2-1    If the Participant and, if
applicable, with the consent of the Participant’s spouse, elects the distribution of the Participant’s Account balance in the Plan, distribution shall commence as soon as practicable following the Participant’s termination of Service,
but no later than one year after the close of the Plan Year in which the Participant severs employment by reason of attainment of Normal Retirement Age under the Plan, Disability, or death, or which is the fifth Plan Year following the Plan Year in
which the Participant otherwise severs employment, except that this clause shall not apply if the Participant is reemployed by the Employer before distribution is required to begin. 

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 the Participant’s Service with the Employer. 

  
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10.2-3    Notwithstanding anything to the contrary, (1) with
respect to a 5-percent owner (as defined in Code Section 416), distribution of a Participant’s Account shall commence (whether or not the Participant 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 72 (or age 701⁄2, if the Participant attained age
701⁄2 in 2019 or before), and (2) with respect to all other Participants, payment of a Participant’s benefit will commence not later than April 1 of
the calendar year following the calendar year in which the Participant attains age 72 (or age 701⁄2, if the Participant attained age
701⁄2 in 2019 or before), or, if later, the year in which the Participant retires. A Participant’s benefit from that portion of the Participant’s Account
committed to the Investment Fund shall be calculated on the basis of the most recent Valuation Date before the date of payment. 

10.2-4    Distribution of a Participant’s Account balance
after the Participant’s death shall comply with the following requirements: 
 (i)    If a
Participant dies before the Participant’s distributions have commenced, distribution of the Participant’s Account to the Participant’s 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 the Participant’s surviving Spouse, distributions may commence on the date on which the Participant would have attained age 72. In either case, distributions shall be
completed within five years after they commence. 
 (ii)    If the Participant dies after distribution
has commenced pursuant to Section 10.1 but before the Participant’s entire interest in the Plan has been distributed to him, then the remaining portion of that interest shall, in accordance with Section 401(a)(9) of the Code, be
distributed at least as rapidly as under the method of distribution being used under Section 10.1 at the date of the Participant’s death. 

(iii)    If a married Participant dies before the Participant’s benefit payments begin, then the
Committee shall cause the balance in the Participant’s Account to be paid to the Participant’s Beneficiary, provided, however, that no election by a married Participant of a different Beneficiary than the Participant’s surviving
Spouse shall be valid unless the election is accompanied by the Spouse’s written consent, which (A) must acknowledge the effect of the election, (B) 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 (C) must be witnessed by the Committee, its representative, or a notary public. This requirement shall not apply if the
Participant establishes to the Committee’s satisfaction that the Spouse may not be located. 
 10.2-5     If a Participant or any other distributee’s distribution is rolled over to another eligible retirement plan following the Participant’s required beginning date (as determined
in accordance with Section 10.2-3), only the amount that exceeds the required minimum distribution amount for the Plan Year (as determined in accordance with Code Section 401(a)(9)) in which the
rollover is completed is treated as an eligible rollover distribution for purposes of Section 10.9. 

  
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 10.2-6    All
distributions under this section shall be determined and made in accordance with Code Section 401(a)(9) and final Treasury Regulations Sections 1.401(a)(9)-1 through
1.401(a)(9)-9, including the minimum distribution incidental benefit requirements of Code Section 401(a)(9)(G). These provisions override any distribution options in the Plan inconsistent with Code
Section 401(a)(9). 
 10.3    Marital Status. The Committee, the
Plan, the Trustee, and the Employers shall be fully protected and discharged from any liability to the extent of any benefit payments made as a result of the Committee’s good faith and reasonable reliance upon information obtained from a
Participant and the Participant’s Employer as to the Participant’s marital status. 

10.4    Delay in Benefit Determination. If the Committee is unable to
determine the benefits payable to a Participant or Beneficiary on or before the latest date prescribed for payment pursuant to Section 10.1 or 10.2, the benefits shall in any event be paid within 60 days after they can first be determined, with
whatever makeup payments may be appropriate in view of the delay. 

10.5    Accounting for Benefit Payments. Any benefit payment shall be
charged to the Participant’s Account as of the first day of the Valuation Period in which the payment is made. 
 
10.6    Options to Receive Cash or 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 the Participant’s Account in the form of Stock. In that event, the Committee shall apply the Participant’s vested interest in the Investment Fund to purchase sufficient Stock from the Stock Fund or from any owner of Stock to
make the required distribution. In all other cases, other than as specifically set forth in Section 10.1, a Participant or Beneficiary shall be entitled to elect whether to receive the Participant’s vested Account in shares of Stock or
cash, or a combination of both. If Stock acquired with the proceeds of an Exempt Loan available for distribution consist of more than one class of Stock, the Participant (or Beneficiary, if applicable) must receive substantially the same proportion
of each such class. 
 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, is Readily Tradable on an Established Securities Market. Similarly, the put option shall not
apply with respect to the portion of a Participant’s Account which the Employee elected to have 

  
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reinvested under Code Section 401(a)(28)(B). If the put right is exercised, the Trustee may, if so directed by the Committee in its sole discretion, assume the Employer’s rights and
obligations with respect to purchasing the Stock. Notwithstanding anything herein to the contrary, in the case of a plan established by a Bank (as defined in Code Section 581), the put option shall not apply if prohibited by a federal or state
law and Participants are entitled to elect their benefits be distributed in cash.” 
 The Employer or the Trustee, as the case may be,
may elect to pay for the Stock in equal periodic installments, not less frequently than annually, over a period beginning not later than 30 days after the exercise of the put right and not exceeding five years, with adequate security and interest at
a reasonable rate on the unpaid balance, all such terms to be set forth in a promissory note delivered to the seller with normal terms as to acceleration upon any uncured default. 

Nothing contained herein shall be deemed to obligate any Employer to register any Stock under any federal or state securities law or to create
or maintain a public market to facilitate the transfer or disposition of any Stock. The put right described herein may only be exercised by a person described in the second preceding paragraph, and may not be transferred with any Stock to any other
person. As to all Stock purchased by the Plan in exchange for any Exempt Loan, the put right shall be nonterminable. The put right for Stock acquired through an Exempt Loan shall continue with respect to such Stock after the Exempt Loan is repaid or
the Plan ceases to be an employee stock ownership plan. Notwithstanding anything in the Plan to the contrary, if securities acquired with the proceeds of an Exempt Loan available for distribution consist of more than one class, a distributee must
receive substantially the same proportion of each such class, in accordance with Treasury Regulations Section 54.4975-11(f)(2). 

10.7    Restrictions on Disposition of Stock. Except in the case of Stock
which is Readily Tradable on an Established Securities Market, a Participant who receives Stock pursuant to Section 10.1, and any person who has received Stock from the Plan or from such a Participant by reason of the Participant’s death
or incompetence, by reason of divorce or separation from the Participant, or by reason of a rollover contribution described in Section 402(a)(5) of the Code, shall, prior to any sale or other transfer of the Stock to any other person, first
offer the Stock to the issuing Employer and to the Plan at the greater of (i) its current fair market value, or (ii) the purchase price offered in good faith by an independent third party purchaser. This restriction shall apply to any
transfer, whether voluntary, involuntary, or by operation of law, and whether for consideration or gratuitous. Either the Employer or the Trustee may accept the offer within 14 days after it is delivered. Any Stock distributed by the Plan shall bear
a conspicuous legend describing the right of first refusal under this Section 10.7, as well as any other restrictions upon the transfer of the Stock imposed by federal and state securities laws and regulations. 

10.8    Continuing Loan Provisions; Creations of Protections and Rights.
Except as otherwise provided in Sections 10.6 and 10.7 and this Section, no shares of Employer Stock held or distributed by the Trustee may be subject to a put, call or other option, or buy-sell arrangement.
The provisions of this Section shall continue to be applicable to such Stock even if the Plan ceases to be an employee stock ownership plan under Section 4975(e)(7) of the Code. 

10.9    Direct Rollover of Eligible Distribution. A Participant or
distributee may elect, at the time and in the manner prescribed by the Trustee or the Committee, to have any portion of 

  
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an eligible rollover distribution paid directly to an eligible retirement plan specified by the Participant or distributee in a direct rollover. However, a distributee who is a designated
beneficiary of the Participant but who is not the surviving Spouse of the Participant may only elect to have any portion of the eligible rollover distribution paid directly to an eligible retirement plan that is an individual retirement account
described in Section 408(a) of the Code or an individual retirement annuity described in Section 408(b) of the Code (other than an endowment contract) in accordance with Section 402(c)(11). 

10.9-1    An “eligible rollover” is any distribution that
does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the
Participant and the Participant’s Beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under Code Section 401(a)(9); any hardship distribution described in
Section 401(k)(2)(B)(i)(IV) of the Code; and the portion of any distribution that is not included in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities). Notwithstanding
the foregoing, an “eligible rollover” shall include a distribution that is made to a “distributee” as defined under Section 10.9-4. 

10.9-2    An “eligible retirement plan” is an individual
retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b), a deemed individual retirement account described in Code Section 408(q), an annuity plan described in Code
Section 403(a), a Roth individual retirement account in accordance with Code Section 408A(e), or a qualified trust described in Code Section 401(a), that accepts the distributee’s eligible rollover distribution. An eligible
retirement plan shall also include an annuity contract described in Section 403(b) of the Code and an eligible plan under Section 457(b) of the Code which is maintained by a state, or any agency or instrumentality of a state or political
subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan. 
 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), and shall include
non-Spouse Beneficiaries pursuant to Code Section 402(c)(11). 
 10.9-5    The Committee shall provide Participants or other distributes of eligible rollover distributions with a written notice designed to comply with the requirements of Code
Section 402(f). Such notice shall be provided within a reasonable period of time before making an eligible rollover distribution. Such notice may be provided up to 180 days before the first day of the first period for which an amount is
payable. 

  
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 10.10    Waiver of 30-Day
Period After Notice of Distribution. If a distribution is one to which Sections 402(f) and 411(a)(11) of the Code apply, such distribution may commence less than 30 days after the notice required under
Section 1.402(f)-1 or 1.411(a)-11(c) of the Treasury Regulations is given, provided that: 

(i)    the Trustee or Committee, as applicable, clearly informs the Participant that the Participant has a
right to a period of at least 30 days after receiving the notice to consider the decision of whether or not to elect to make a tax-free rollover or receive a taxable distribution (and, if applicable, a
particular form of distribution), and 
 (ii)    the Participant, after receiving the notice,
affirmatively elects to make a tax-free rollover or receive a taxable distribution. 

Section 11.    Rules Governing Benefit Claims and Review of Appeals. 

11.1    Claim for Benefits. Any Participant or Beneficiary who qualifies for the payment of benefits shall
file a claim for the Participant’s benefits with the Committee on a form provided by the Committee. The claim, including any election of an alternative benefit form, shall be filed at least 30 days before the date on which the benefits are to
begin. If a Participant or Beneficiary fails to file a claim by the day before the date on which benefits become payable, the Participant 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 the Participant’s 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 the Participant’s claim for benefits has been denied in any respect, the Participant or Beneficiary may file with the Committee a written notice of appeal setting forth the Participant’s reasons for disputing the
Committee’s determination. In connection with the Participant’s appeal the Participant or Beneficiary or the Participant’s representative may inspect or purchase copies of pertinent documents and records to the extent not
inconsistent with other Participants’ and Beneficiaries’ rights of privacy. Within 60 days after receiving a notice of appeal from a prior determination (or within 120 days, if special circumstances require an extension of time and written
notice of the extension is given to the Participant or Beneficiary and 

  
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the Participant’s representative within 60 days after receiving the notice of appeal), the Committee shall furnish to the Participant or Beneficiary and the Participant’s
representative, if any, a written statement of the Committee’s final decision with respect to the Participant’s claim, including the reasons for such decision and the particular Plan provisions upon which it is based. 

Section 12.    The Committee and its Functions. 

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

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

12.3    Duties of Committee. The Committee shall keep whatever records may be necessary to implement the
Plan and shall furnish whatever reports may be required from time to time by the Bank. The Committee shall furnish to the Trustee whatever information may be necessary to properly administer the Trust. The Committee shall see to the filing with the
appropriate government agencies of all reports and returns required of the Plan under ERISA and other laws. 
 Further, the Committee shall
have exclusive responsibility and authority with respect to the Plan’s holdings of Stock and shall direct the Trustee in all respects regarding the purchase, retention, sale, exchange, and pledge of Stock and the creation and satisfaction of
Exempt Loans. 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. In determining the
proper extent of the Trust’s investment in Stock, the Committee shall be authorized to employ investment counsel, legal counsel, appraisers, and other agents and to pay their reasonable expenses and compensation. 

12.4    Valuation of Stock. If the valuation of any Stock is not Readily Tradable on an Established
Securities Market, the valuation of such Stock shall be determined by an independent 

  
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appraiser. For purposes of the preceding sentence, the term “independent appraiser” means any appraiser meeting requirements similar to the requirements of the regulations prescribed
under Section 170(a)(1) of the Code. The Valuation Date for all Plan transactions, including transactions between the Plan and a disqualified person, shall be the date of the transaction, in accordance with Treasury Regulations Section 54.4975-11(d)(5). 
 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 the Participant’s duties in good faith and in accordance with the applicable requirements of ERISA. 

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

12.7    Execution of Documents. Any instrument executed by the Committee shall be signed by any member or
employee of the Committee. 
 12.8    Adoption of Rules. The Committee shall adopt such rules and
regulations of uniform applicability as it deems necessary or appropriate for the proper administration and interpretation of the Plan. 

12.9    Responsibilities to Participants. The Committee shall determine which Employees qualify to enter the
Plan. The Committee shall furnish to each Eligible Employee whatever summary plan descriptions, summary annual reports, and other notices and information may be required under ERISA. The Committee also shall determine when a Participant or the
Participant’s Beneficiary qualifies for the payment of benefits under the Plan. The Committee shall furnish to each such Participant or Beneficiary whatever information is required under ERISA (or is otherwise appropriate) to enable the
Participant or Beneficiary to make whatever elections may be available pursuant to Sections 6 and 10, and the Committee shall provide for the payment of benefits in the proper form and amount from the assets of the Trust Fund. The Committee may
decide in its sole discretion to permit modifications of elections and to defer or accelerate benefits to the extent such decision is consistent with applicable law and made in a non-discriminatory manner and
in the best interests of all Participants and Beneficiaries. 
 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 the Participant’s
parents, the Participant’s legal guardian, or a custodian for him under the Uniform Gifts to Minors Act, or, in the case of an incompetent, to the Participant’s spouse, or the Participant’s legal guardian, the payments to be used for
the individual’s benefit. The Committee and the Trustee shall not be obligated to inquire as to the actual use of the funds by the person receiving them under this Section 12.10, and any such payment shall completely discharge the
obligations of the Plan, the Trustee, the Committee, and the Employers to the extent of the payment. 

12.11    Indemnification by Employers. Except as separately agreed in writing, the Committee, and any member
or employee of the Committee, shall be indemnified and held harmless by the Employer, jointly and severally, to the fullest extent permitted by ERISA, and 

  
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subject to and conditioned upon compliance with 12 C.F.R. Section 545.121, to the extent applicable, against any and all costs, damages, expenses, and liabilities reasonably incurred by the
Committee or any member imposed in connection with any claim made against it or its member(s) or in which it or its member(s) may be involved by reason of its or the member(s) 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 the Participant’s own participation or benefits, unless the Participant’s abstention would
leave the Committee incapable of acting on the matter. 
 Section 13.    Adoption, Amendment, or
Termination of the Plan. 
 13.1    Adoption of Plan by Other Employers. With the consent of the
Bank, any entity may become a participating Employer under the Plan by (i) taking such action as shall be necessary to adopt the Plan, (ii) becoming a party to the Trust Agreement establishing the Trust Fund, and (iii) executing and
delivering such instruments and taking such other action as may be necessary or desirable to put the Plan into effect with respect to the entity’s Employees. 

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

13.3    Right to Amend or Terminate. The Bank intends to continue this Plan as a permanent program. However,
each participating Employer separately reserves the right to suspend, supersede, or terminate the Plan at any time and for any reason, as it applies to that Employer’s Employees, and the Bank reserves the right to amend, suspend, supersede,
merge, consolidate, or terminate the Plan at any time and for any reason, as it applies to the Employees of each Employer. No amendment, suspension, supersession, merger, consolidation, or termination of the Plan shall (i) reduce any
Participant’s or Beneficiary’s proportionate interest in the Trust Fund, (ii) reduce or restrict, either directly or indirectly, the benefit provided any Participant prior 

  
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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 the participant or beneficiary would have been entitled to if the plan in which the individual was
previously a participant or beneficiary had terminated immediately prior to such transfer, merger, or consolidation. Following a termination of this Plan by the Bank, the Trustee shall continue to administer the Trust and pay benefits in accordance
with the Plan as amended from time to time and the Committee’s instructions. 

Section 14.    Miscellaneous Provisions. 

14.1    Plan Creates No Employment Rights. Nothing in this Plan shall be interpreted as giving any Employee
the right to be retained as an Employee by an Employer, or as limiting or affecting the rights of an Employer to control its Employees or to terminate the Service of any Employee at any time and for any reason, subject to any applicable employment
or collective bargaining agreements. 
 14.2    Nonassignability of Benefits. No assignment, pledge, or
other anticipation of benefits from the Plan will be permitted or recognized by the Employer, the Committee, or the Trustee. Moreover, benefits from the Plan shall not be subject to attachment, garnishment, or other legal process for debts or
liabilities of any Participant or Beneficiary, to the extent permitted by law. This prohibition on assignment or alienation shall apply to any judgment, decree, or order (including approval of a property settlement agreement) which relates to the
provision of child support, alimony, or property rights to a present or former spouse, child or other dependent of a Participant pursuant to a state domestic relations or community property law, unless the judgment, decree, or order is determined by
the Committee to be a qualified domestic relations order within the meaning of Section 414(p) of the Code, as more fully set forth in Section 14.12 hereof. 

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

14.4    Treatment of Expenses. All expenses incurred by the Committee and the Trustee in connection with
administering this Plan and Trust Fund shall be paid by the Trustee from the Trust Fund to the extent the expenses have not been paid or assumed by the Employer or by the Trustee. The Committee may determine that, and shall inform the Trustee when,
reasonable expenses may be charged directly to the Account or Accounts of a Participant or group of Participants to whom or for whose benefit such expenses are allocable, subject to the guidelines set forth in Field Assistance Bulletin 2003-03, to the extent not superseded, or any successor directive issued by the Department of Labor. 

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. 

  
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 14.6    Nondiversion of Assets. Except as provided in
Sections 5.2 and 14.12, under no circumstances shall any portion of the Trust Fund be diverted to or used for any purpose other than the exclusive benefit of the Participants and their Beneficiaries prior to the satisfaction of all liabilities
under the Plan. 
 14.7    Separability of Provisions. If any provision of this Plan is held to be invalid
or unenforceable, the other provisions of the Plan shall not be affected but shall be applied as if the invalid or unenforceable provision had not been included in the Plan. 

14.8    Service of Process. The agent for the service of process upon the Plan shall be the president of the
Bank, or such other person as may be designated from time to time by the Bank. 
 14.9    Governing State
Law. This Plan shall be interpreted in accordance with the laws of the Commonwealth of Massachusetts, except to the superseded by federal law. 

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. In addition, reversions of Employer contributions (including earnings or losses attributable thereto) are permitted within one year after the applicable determination
date, if the reversion is due to a good faith mistake of fact. The maximum amount that may be returned to the Employer in the case of a mistake of fact or the disallowance of a deduction is the excess of (1) the amount contributed, over, as
relevant, (2) (A) the amount that would have been contributed had no mistake of fact occurred, or (B) the amount that would have been contributed had the contribution been limited to the amount that is deductible after any disallowance by the
Internal Revenue Service. 
 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 the Participant’s last known address of record with the Employer,
shall notify any Participant or Beneficiary that the Participant or Beneficiary 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 the
Participant’s benefits or make the Participant’s whereabouts known in writing to the Employer or the Trustees within seven (7) calendar years after the date of notification, the benefits of the Participant or Beneficiary under the
Plan will be disposed of as follows: 
 (i)    If the whereabouts of the Participant is unknown but the
whereabouts of the Participant’s Beneficiary is known to the Trustees, distribution will be made to the Beneficiary. 

(ii)    If the whereabouts of the Participant and the Participant’s Beneficiary are unknown to the
Trustees, the Plan will forfeit the benefit, provided that the benefit is subject to a claim for reinstatement if the Participant or Beneficiary make a claim for the forfeited benefit. 

  
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 Any payment made pursuant to the power herein conferred upon the Trustees shall operate as a
complete discharge of all obligations of the Trustees, to the extent of the distributions so made. 

14.12    Qualified Domestic Relations Order. Section 14.2 shall not apply to a
“qualified domestic relations order” defined in Code Section 414(p), and such other domestic relations orders permitted to be so treated under the provisions of the Retirement Equity Act of 1984. Further, to the extent provided
under a “qualified domestic relations order,” a former Spouse of a Participant shall be treated as the Spouse or surviving Spouse for all purposes under the Plan. 

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

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

(ii)    Within a reasonable period after receipt of such order, the Employer or the Committee shall
determine whether such order is a qualified domestic relations order and notify the Participant and each alternate payee of such determination. The Employer or the Committee shall establish reasonable procedures to determine the qualified status of
domestic relations orders and to administer distributions under such qualified orders. 
 During any period in which the issue of whether a
domestic relations order is a qualified domestic relations order is being determined (by the Employer or Committee, by a court of competent jurisdiction, or otherwise), the Employer or the Committee shall segregate in a separate account in the Plan
or in an escrow account the amounts which would have been payable to the alternate payee during such period if the order had been determined to be a qualified domestic relations order. If within eighteen (18) months the order (or modification
thereof) is determined to be a qualified domestic relations order, the Employer or the Committee shall pay the segregated amounts (plus any interest thereon) to the person or persons entitled thereto. If within eighteen (18) months it is
determined that the order is not a qualified domestic relations order, or the issue as to whether such order is a qualified domestic relations order is not resolved, then the Employer or the Committee shall pay the segregated amounts (plus any
interest thereon) to the person or persons who would have been entitled to such amounts if there had been no order. Any determination that an order is a qualified domestic relations order which is made after the close of the eighteen (18) month
period shall be applied prospectively only. The term “alternate payee” means any Spouse, former Spouse, child or other dependent of a Participant who is recognized by a domestic relations order as having a right to receive all, or a
portion of, the benefit payable under a Plan with respect to such Participant. 
 14.13    Use of Electronic Media
to Provide Notices and Make Participant Elections. Pursuant to Treasury Regulations Section 1.401(a)-21, the Plan may elect to use electronic media to provide notices required to be
provided to Participants under the Plan and will accept elections from Participants communicated to the Plan using such electronic media.  

14.14    Acquisition of Securities. Notwithstanding any other provision of the Plan to the contrary,
at no time shall the Plan be obligated to acquire securities from a particular security holder at an indefinite time determined upon the happening of an event such as the death of the security holder, pursuant to Treasury Regulations Section 54.4975-11(a)(7)(i). 

  
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 14.15    Additional Benefits under Code
Section 401(a)(37). Notwithstanding any provisions of the Plan to the contrary, pursuant to Code Section 401(a)(37), in the case of a Participant who dies while performing qualified military
service (as defined in Code Section 414(u)), the survivors of the Participant are entitled to any additional benefits (other than benefit accruals relating to the period of qualified military service) provided under the Plan had the Participant
resumed and then terminated employment on account of death. The Plan currently does not provide any such additional benefits, but if the Plan were to provide such additional benefits, then such survivors would be entitled to receive such benefits.

 Section 15.    Top-Heavy Provisions. 

15.1    Top-Heavy Plan. This Plan is
top-heavy if any of the following conditions exist: 
 (i)    If
the top-heavy ratio for this Plan exceeds sixty percent (60%) and this Plan is not part of any required aggregation group or permissive aggregation group; 

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

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

15.2    Definitions. In making this determination, the Committee shall use the following definitions and
principles: 
 15.2-1    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. 
 15.2-2    A “Key Employee” means
any employee or former employee (including any deceased employee) who at any time during the plan year that includes the determination date was an officer of the employer having annual compensation greater than $185,000 (as adjusted under section
416(i)(1) of the Code from time to time), a 5-percent owner of the employer, or a 1-percent owner of the employer having annual compensation of more than $150,000. For
this purpose, annual compensation means compensation within the meaning of section 415(c)(3) of the Code. The determination of who is a key employee will be made in accordance with section 416(i)(1) of the Code and the applicable regulations and
other guidance of general applicability issued thereunder. 

  
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 15.2-3    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. 
 15.2-4    A ‘required aggregation group’ includes (a) each qualified plan of the Employer in which a Key Employee participates in the Plan Year containing the Determination Date,
or any of the four preceding Plan Years regardless of whether the plan has terminated and (b) each other qualified plan of the Employer in which a Key Employee participates during the period tested which enables a Plan described in (a) to
meet the requirements of section 401(a)(4) or 410. For purposes of the preceding sentence, a qualified Plan of the Employer includes a terminated Plan maintained by the Employer within the period ending on the Determination Date. In the case of a
required aggregation group, each Plan in the group will be considered a top-heavy Plan if the required aggregation group is a top-heavy group. No Plan in the required
aggregation group will be considered a top-heavy Plan if the required aggregation group is not a top-heavy group. All Employers aggregated under Code
Sections 414(b), (c) or (m) or (o) (but only after the Code Section 414(o) regulations become effective) are considered a single Employer. 

15.2-5    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. 
 15.3    Top-Heavy Rules of
Application. For purposes of determining the value of Account balances and the present value of accrued benefits the following provisions shall apply: 

15.3-1    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. 

15.3-2    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. 

15.3-3    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. 

15.3-4    Employer contributions attributable to a salary reduction
or similar arrangement will be taken into account. Employer matching contributions also shall be taken into account for purposes of satisfying the minimum contribution requirements of Section 416(c)(2) of the Code and the Plan. 

  
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 15.3-5    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. 

15.3-6    The present values of accrued benefits and the amounts of
account balances of an employee as of the determination date shall be increased by the distributions made with respect to the employee under the plan and any plan aggregated with the plan under Section 416(g)(2) of the Code during the 1-year period ending on the determination date. The preceding sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the plan under
Section 416(g)(2)(A)(i) of the Code. In the case of a distribution made for a reason other than severance from employment, death, or disability, this provision shall be applied by substituting “five (5) year period” for “one
(1) year period.” 
 15.3-7    Accrued benefits and
Account balances of an individual shall not be taken into account for purposes of determining the top-heavy ratios if the individual has performed no services for the Employer during the one (1) year
period ending on the applicable Determination Date. Compensation for purposes of this subparagraph shall not include any payments made to an individual by the Employer pursuant to a qualified or non-qualified
deferred compensation plan. 
 15.3-8    The present value of the
accrued benefits or the amount of the Account balances of any Employee participating in this Plan shall not include any rollover contributions or other transfers voluntarily initiated by the Employee except as described below. If this Plan transfers
or rolls over funds to another Plan in a transaction voluntarily initiated by the Employee, then this Plan shall count the distribution for purposes of determining Account balances or the present value of accrued benefits. A transfer incident to a
merger or consolidation of two or more Plans of the Employer (including Plans of related Employers treated as a single Employer under Code Section 414), or a transfer or rollover between Plans of the Employer, shall not be considered as
voluntarily initiated by the Employee. 
 15.4    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 the Participant’s Account pursuant to Section 4 is less than the
lesser of: 
 (i)    three percent of the Participant’s Statutory Compensation for that year, taking
into account contributions allocated in other defined contribution plans of the Employer and the value of benefit accruals under any defined benefit plan of the Employer, as determined under Code Section 416, that is required or permitted to be
aggregated with this Plan, or 
 (ii)    the highest ratio of such allocation to Statutory Compensation
received by any Key Employee for that year. For purposes of the special contribution of this Section 15.2, a Key Employee’s Statutory 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 the Participant’s Hours of Service, and shall be allocated to the
Participant’s Account. 

  
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 If the Employer maintains a qualified plan in addition to this Plan and more than one such
plan is determined to be Top-Heavy, a minimum contribution or a minimum benefit shall be provided to the other plan or plans rather than to this Plan. 

15.5    Top-Heavy Provisions Control in
Top-Heavy Plan. In the event this Plan becomes top-heavy and a conflict arises between the top-heavy provisions herein
set forth and the remaining provisions set forth in this Plan, the top-heavy provisions shall control. 

  
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