Exhibit 10.1


 


FORM OF


 


THE PROVIDENT BANK


 


EMPLOYEE STOCK OWNERSHIP PLAN


 


(adopted effective January 1, 2015)\


 


 




    	 



    	 



    

 


THE PROVIDENT BANK


EMPLOYEE STOCK OWNERSHIP PLAN


 


This Employee Stock Ownership
Plan (the “Plan”) has been executed on [date], by The Provident Bank (the “Bank”), effective as
of the 1st day of January, 2015.


 


WITNESSETH THAT


 


WHEREAS, the board of directors
of the Bank has resolved to adopt an employee stock ownership plan for eligible employees of the Bank and subsidiaries of the Bank,
if any, in accordance with the terms and conditions 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:	 	THE PROVIDENT BANK
	 	 	 	 
	 	 	By: 	 
	Secretary	 	 	Chief Executive Officer


 




    	 



    	 



    

 


CONTENTS


 


	 	 	 	 	Page No.
	 	 	 	 	 
	Section 1.	 	Plan Identity.	 	1
	 	 	 	 	 
	1.1	 	Name	 	1
	1.2	 	Purpose	 	1
	1.3	 	Effective Date	 	1
	1.4	 	Fiscal Period	 	1
	1.5	 	Single Plan for All Employers	 	1
	1.6	 	Interpretation of Provisions	 	1
	 	 	 	 	 
	Section 2.	 	Definitions.	 	1
	 	 	 	 	 
	Section 3.	 	Eligibility for Participation.	 	11
	 	 	 	 	 
	3.1	 	Initial Eligibility	 	11
	3.2	 	Terminated Employees	 	11
	3.3	 	Certain Employees Ineligible	 	11
	3.4	 	Participation after Reemployment	 	12
	3.5	 	Omission of Eligible Employee	 	12
	3.6	 	Inclusion of Ineligible Employee	 	12
	 	 	 	 	 
	Section 4.	 	Contributions and Credits.	 	12
	 	 	 	 	 
	4.1	 	Discretionary Contributions	 	12
	4.2	 	Contributions for Exempt Loans	 	13
	4.3	 	Conditions as to Contributions	 	13
	4.4	 	Rollover Contributions	 	13
	 	 	 	 	 
	Section 5.	 	Limitations on Contributions and Allocations.	 	13
	 	 	 	 	 
	5.1	 	Limitation on Annual Additions	 	14
	5.2	 	Effect of Limitations	 	15
	5.3	 	Limitations as to Certain Participants	 	16
	5.4	 	Erroneous Allocations	 	16
	 	 	 	 	 
	Section 6.	 	Trust Fund and Its Investment.	 	17
	 	 	 	 	 
	6.1	 	Creation of Trust Fund	 	17
	6.2	 	Stock Fund and Investment Fund	 	17
	6.3	 	Acquisition of Stock	 	17
	6.4	 	Participants’ Option to Diversify	 	18
	 	 	 	 	 
	Section 7.	 	Voting Rights and Dividends on Stock.	 	19
	 	 	 	 	 
	7.1	 	Voting and Tendering of Stock	 	19
	7.2	 	Application of Dividends	 	20
	 	 	 	 	 
	Section 8.	 	Adjustments to Accounts.	 	21
	 	 	 	 	 
	8.1	 	ESOP Allocations	 	21
	8.2	 	Charges to Accounts	 	22
	8.3	 	Stock Fund Account	 	22
	8.4	 	Investment Fund Account	 	22
	8.5	 	Adjustment to Value of Trust Fund	 	23


 




    	 



    	 



    

 


	8.6	 	Participant Statements	 	23
	 	 	 	 	 
	Section 9.	 	Vesting of Participants’ Interests.	 	23
	 	 	 	 	 
	9.1	 	Vesting in Accounts	 	23
	9.2	 	Computation of Vesting Years	 	23
	9.3	 	Full Vesting Upon Certain Events	 	24
	9.4	 	Full Vesting Upon Plan Termination	 	25
	9.5	 	Forfeiture, Repayment, and Restoral	 	25
	9.6	 	Accounting for Forfeitures	 	26
	9.7	 	Vesting and Nonforfeitability	 	26
	 	 	 	 	 
	Section 10.	 	Payment of Benefits.	 	26
	 	 	 	 	 
	10.1	 	Benefits for Participants	 	26
	10.2	 	Time for Distribution	 	27
	10.3	 	Marital Status	 	29
	10.4	 	Delay in Benefit Determination	 	29
	10.5	 	Accounting for Benefit Payments	 	29
	10.6	 	Options to Receive Stock	 	29
	10.7	 	Restrictions on Disposition of Stock	 	30
	10.8	 	Continuing Loan Provisions; Creations of Protections and Rights	 	30
	10.9	 	Direct Rollover of Eligible Distribution	 	31
	10.10	 	Waiver of 30-Day Period After Notice of Distribution	 	31
	 	 	 	 	 
	Section 11.	 	Rules Governing Benefit Claims and Review of Appeals	 	32
	11.1	 	Claim for Benefits	 	32
	11.2	 	Notification by Committee	 	32
	11.3	 	Claims Review Procedure	 	32
	 	 	 	 	 
	Section 12.	 	The Committee and its Functions.	 	33
	 	 	 	 	 
	12.1	 	Authority of Committee	 	33
	12.2	 	Identity of Committee	 	33
	12.3	 	Duties of Committee	 	33
	12.4	 	Valuation of Stock	 	33
	12.5	 	Compliance with ERISA	 	34
	12.6	 	Action by Committee	 	34
	12.7	 	Execution of Documents	 	34
	12.8	 	Adoption of Rules	 	34
	12.9	 	Responsibilities to Participants	 	34
	12.10	 	Alternative Payees in Event of Incapacity	 	34
	12.11	 	Indemnification by Employers	 	34
	12.12	 	Nonparticipation by Interested Member	 	35
	 	 	 	 	 
	Section 13.	 	Adoption, Amendment, or Termination of the Plan.	 	35
	 	 	 	 	 
	13.1	 	Adoption of Plan by Other Employers	 	35
	13.2	 	Plan Adoption Subject to Qualification	 	35
	13.3	 	Right to Amend or Terminate	 	35
	 	 	 	 	 
	Section 14.	 	Miscellaneous Provisions.	 	36
	 	 	 	 	 
	14.1	 	Plan Creates No Employment Rights	 	36
	14.2	 	Nonassignability of Benefits	 	36
	14.3	 	Limit of Employer Liability	 	36
	14.4	 	Treatment of Expenses	 	36


 




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	14.5	 	Number and Gender	 	36
	14.6	 	Nondiversion of Assets	 	37
	14.7	 	Separability of Provisions	 	37
	14.8	 	Service of Process	 	37
	14.9	 	Governing State Law	 	37
	14.10	 	Employer Contributions Conditioned on Deductibility	 	37
	14.11	 	Unclaimed Accounts	 	37
	14.12	 	Qualified Domestic Relations Order	 	38
	14.13	 	Use of Electronic Media to Provide Notices and Make Participant Elections	 	38
	14.14	 	Acquisition of Securities	 	39
	 	 	 	 	 
	Section 15.	 	Top-Heavy Provisions.	 	39
	 	 	 	 	 
	15.1	 	Top-Heavy Plan	 	39
	15.2	 	Definitions	 	39
	15.3	 	Top-Heavy Rules of Application	 	40
	15.4	 	Minimum Contributions	 	41
	15.5	 	Top-Heavy Provisions Control in Top-Heavy Plan	 	41


 




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THE PROVIDENT BANK


EMPLOYEE STOCK OWNERSHIP PLAN


 


Section 1.          Plan
Identity.


 


1.1       Name.
The name of this Plan is “The Provident 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, 2015.


 


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 of the Plan.


 


1.6       Interpretation
of Provisions. The Employers intend this Plan and the Trust Agreement to be a qualified stock bonus plan under Section
401(a) of the Code and an employee stock ownership plan within the meaning of Section 407(d)(6) of ERISA and Section 4975(e)(7)
of the Code. The Plan is intended to have its assets invested primarily in qualifying employer securities of one or more Employers
within the meaning of Section 407(d)(3) of ERISA, and to satisfy any requirement under ERISA or the Code applicable to such a plan.
Accordingly, the Plan 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 his Employer’s contributions, the Plan’s investment experience, and distributions
and forfeitures.


 


“Active Participant”
means a Participant who has satisfied the eligibility requirements under Section 3 of the Plan and (i) is in active Service
with an Employer as of the last day of the


 




    	 



    	 



    

  


Plan Year, or (ii) is on a Recognized Absence
as of that date, or (iii) his Service terminated during the Plan Year by reason of Disability, death, or Normal Retirement.


 


“Bank”
means The Provident Bank and any entity which succeeds to the business of The Provident Bank and adopts this Plan as its own pursuant
to Section 13.1 of the Plan.


 


“Beneficiary”
means the person or persons who are designated by a Participant to receive benefits payable under the Plan on the Participant’s
death. In the absence of any designation or if all the designated Beneficiaries shall die before the Participant dies or shall
die before all benefits have been paid, the Participant’s Beneficiary shall be his surviving Spouse, if any, or his estate
if he is not survived by a Spouse. The Committee may rely upon the advice of the Participant’s executor or administrator
as to the identity of the Participant’s Spouse.


 


“Closing Date”
means the closing date of the 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 of the Plan.


 


“Company”
means The Provident Bancorp, Inc., the holding company of the Bank, and any successor entity which succeeds to the business of
the Company.


 


“Compensation”
shall mean:


 


(a)          415
Compensation.


 


(b)          If
a determination period consists of fewer than 12 months, the annual compensation limit is an amount equal to the otherwise applicable
compensation limit set forth under Section 5.1-2 of the Plan multiplied by a fraction. The numerator of the fraction is the number
of months in the short determination period, and the denominator of the fraction is 12.


 


(c)          A
Participant’s Compensation shall exclude any portion of the Plan Year in which the Participant had not yet entered the Plan
(e.g., the period before the Participant’s Entry Date).


 


“Disability”
means the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than
12 months. An individual shall not be considered to be permanently and totally disabled unless he furnishes proof of the existence
thereof in such form and manner, and at such times, as the Committee may require.


 


“Eligible Employee”
means an Employee, other than an Employee identified in Section 3.3 of the Plan.


 




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“Employee”
means any individual who is or has been employed or self-employed by an Employer. “Employee” also means an individual
employed by a leasing organization who, pursuant to an agreement between an Employer and the leasing organization, has performed
services for the Employer and any related persons (within the meaning of Section 414(n)(6) of the Code) on a substantially full-time
basis for more than one year, if such services are performed under the primary direction or control of the Employer. However, such
a “leased employee” shall not be considered an Employee if (i) he participates in a money purchase pension plan sponsored
by the leasing organization which provides for immediate participation, immediate full vesting, and an annual contribution of at
least 10 percent of the Employee’s 415 Compensation, and (ii) leased employees do not constitute more than 20 percent of
the Employer’s total work force (including leased employees, but excluding Highly 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, any 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 of the Plan, and also any entity which succeeds to the business of any Employer
and adopts the Plan pursuant to Section 13 of the Plan.


 


“Entry Date”
means the Effective Date and the first day of each calendar month.


 


“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 of the Plan and which was obtained for any or all of the following purposes:


 


(i)          to
acquire qualifying Employer securities as defined in Treasury Regulations Section 54.4975-12;


 


(ii)         to
repay such Exempt Loan; or


 


(iii)        to
repay a prior exempt loan.


 


“415 Compensation”
shall mean:


 


(a)          Wages
(including overtime pay, bonuses and commissions), as defined in Code Section 3401(a) for purposes of income tax withholding at
the source.


 


(b)          Any
elective deferral as defined in Code Section 402(g)(3) (any Employer contributions made on behalf of a Participant to the extent
not includible in gross income and any Employer contributions to purchase an annuity contract under Code Section 403(b) under a
salary reduction agreement), and any amount which is contributed or deferred by the Employer at the election of the Participant
and which is not includible in gross income of the Participant by reason of Code Section 125 (including any “deemed”
Code Section 125 compensation) (Cafeteria Plan), Code Section 457, 132(f)(4) or


 




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because such
amount was deferred in accordance with an Employer-provided deferred compensation plan, shall also be included in the definition
of 415 Compensation.


 


(c)          415
Compensation shall also include the following types of compensation paid after a Participant’s severance from employment
with the Employer, provided that amounts described in paragraphs (i) or (ii) below shall only be included in 415 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.


 


(i)          Regular
Pay. 415 Compensation shall include regular pay 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, 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.


 


(ii)         Leave
Cashouts. Leave cashouts shall be included in 415 Compensation if those amounts would have been included in the definition of 415
Compensation if they were paid prior to the Participant’s severance from employment, and the amounts are payment for unused
accrued bona fide sick, vacation or other leave, but only if the Participant would have been able to use the leave if his employment
had continued.


 


(d)          415
Compensation includes 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.


 


(e)          415
Compensation in excess of $250,000 (as indexed) shall be disregarded for all Participants. For purposes of this sub-section, the
$265,000 limit shall be referred to as the “applicable limit” for the Plan Year in question. The $265,000 limit shall
be adjusted for increases in the cost of living in accordance with Section 401(a)(17)(B) of the Code, effective for the Plan Year
which begins within the applicable calendar year. For purposes of the applicable limit, 415 Compensation shall be prorated
over short Plan Years and only compensation for the portion of the Plan Year during which the individual was a Participant shall
be taken into account.


 


“Highly Compensated
Employee” for any Plan Year means an Employee who, during either that or the immediately preceding Plan Year was at any
time a five percent owner of the Employer (as defined in Code Section 416(i)(1)) or, during the immediately preceding Plan Year,
had 415 Compensation exceeding $120,000 (as adjusted). 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.


 




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


 


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


 


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


 


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


 


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


 


(e)          If
an Employer finds it impractical to count the actual Hours of Service for any class or group of non-hourly Employees, each Employee
in that class or group shall be credited with 90 Hours of Service for each bi-weekly pay period in which he has at least one Hour
of Service. However, an Employee shall be credited only for his normal working hours during a paid absence.


 


(f)          Hours
of Service to be credited on account of a payment to an Employee (including back pay) shall be recorded in the period of Service
for which the payment 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.


 




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“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.


 


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


 


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


 


“One Year Period
of Severance” means a twelve (12) consecutive month period following an Employee’s Severance from Employment with
the Employer during which the Employee did not perform an Hour of Service. Notwithstanding the foregoing, if an Employee is absent
for maternity or paternity reasons, such absence during the twenty-four (24) month period commencing on the first date of such
absence shall not constitute a One Year Period of Severance. An absence from employment for maternity or paternity reasons means
an absence:


 


(a)          by
reason of the pregnancy of the Employee;


 


(b)          by
reason of the birth of a child of the Employee;


 


(c)          by
reason of the placement of a child with the Employee in connection with the adoption of such child by such Employee; or


 


(d)          for
purposes of caring for such child for a period beginning immediately following such birth or placement.


 


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


 


“Period of Service”
means a period commencing on the date an Employee first performs an Hour of Service for the Employer upon initial employment
or, if applicable, upon reemployment, and ending on the date such Employee first incurs a Severance from Employment. Notwithstanding
the foregoing, the period between the first and second anniversary of the first date of a maternity or paternity absence described
under “One Year Period of Severance” shall not be included in determining a Period of Service. A period during which
an individual was not employed by the Employer shall nevertheless be deemed a Period of Service if such individual incurred a Severance
from Employment and:


 


(a)          such
Severance from Employment was the result of resignation, discharge or retirement and such individual is reemployed by the Employer
within one (1) year of such Severance from Employment; or


 


(b)          such
Severance from Employment occurred when the individual was otherwise absent for less than one (1) year and was reemployed by the
Employer within one (1) year of the date such absence began.


 




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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 twelve-month period commencing January 1 and ending December 31 and each period of 12 consecutive months beginning on
January 1 of each succeeding year.


 


“Recognized Absence”
means a period for which --


 


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


 


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


 


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


 


“Reemployment
After a Period of Uniformed Service”


 


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


 


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


 


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


 


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


 




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(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 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.


 




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(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.


 


“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 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.


 


“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


 




    	9



    	 



    

 


provided under a qualified domestic relations
order as described in section 414(p) of the Code. Pursuant to Revenue Ruling 2013-17, for federal tax purposes, the terms “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. A marriage of the same-sex individuals that
was validly entered into in a state whose laws authorize the marriage of two individuals of the same sex shall be recognized by
the Plan, even if the married couple is domiciled in a state that does not recognize the validity of same-sex marriages.


 


“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. “Readily tradable on an established securities market,” as referenced
in this Plan, shall be defined in accordance with Treasury Regulation Section 1.401(a)(25)-1(f)(5) for purposes of Code Sections
401(a)(22), 401(a)(28)(C) and 409(h)(1)(B) and 409(l). 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.


 


“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.


 


“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 of the Plan.


 


“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


 




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is absent from a position of employment for
purposes of an examination to determine the fitness of the person to perform any such duty.


 


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


 


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


 


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


 


Section 3.            Eligibility
for Participation.


 


3.1         Initial
Eligibility. An Eligible Employee shall enter the Plan as of the Entry Date coincident with or next following the date
the Eligible Employee completes one year of Service and has attained age 21. 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         Terminated
Employees. No Employee shall have any interest or rights under this Plan if he is never in active Service with an Employer
on or after the Effective Date.


 


3.3         Certain
Employees Ineligible.


 


3.3-1.          No
Employee shall participate in the Plan while his Service is covered by a collective bargaining agreement between an Employer and
the Employee’s collective bargaining representative if (i) retirement benefits have been the subject of good faith bargaining
between the Employer and the representative and (ii) the collective bargaining agreement does not provide for the Employee’s
participation in the Plan.


 


3.3-2.          Leased
Employees are not eligible to participate in the Plan.


 


3.3-3.          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)).


 


3.3-4.          An
Eligible Employee may elect not to participate in the Plan, provided, however, such election is made solely to meet the requirements
of Code Section 409(n). For an election to be effective for a particular Plan Year, the Eligible Employee or Participant must file
the election in writing with the Committee no later than the last day of the Plan Year for which the election is to be effective.
The Employer may not make a contribution under the Plan for the Eligible Employee or for the Participant for the Plan Year for
which the election is effective, nor for any succeeding Plan Year, unless the Eligible Employee or Participant re-elects to participate
in the Plan. The Eligible


 




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Employee or Participant
may elect again not to participate, but not earlier than the first Plan Year following the Plan Year in which the re-election was
first effective.


 


3.4           Participation
after Reemployment. If an Employee incurs a One Year Period of Severance prior to satisfying the eligibility requirements
of Section 3.1 of the Plan, Service prior to such One Year Period of Severance shall be disregarded and the Employee must satisfy
the eligibility requirements of Section 3.1 of the Plan as a new Employee. If an Employee incurs a One Year Period of Severance
after satisfying the eligibility requirements of Section 3.1 of the Plan and again performs an Hour of Service, the Employee shall
receive credit for the Period of Service prior to his One Year Period of Severance and shall be eligible to participate in the
Plan immediately upon reemployment, provided the Employee is not excluded from participation under the provisions of Section 3.3
of the Plan.


 


3.5           Omission
of Eligible Employee. If, in any Plan Year, any Eligible Employee who should be included as a Participant in the Plan is
erroneously omitted and discovery of such omission is not made until after a contribution by his Employer for the year has been
made, the Employer shall make a subsequent contribution with respect to the omitted Eligible Employee in the amount which the said
Employer would have contributed regardless of whether or not it is deductible in whole or in part in any taxable year under applicable
provisions of the Code.


 


3.6           Inclusion
of Ineligible Employee. If, in any Plan Year, any person who should not have been included as a Participant in the Plan
is erroneously included and discovery of such incorrect inclusion is not made until after a contribution for the year has been
made, the Employer shall not be entitled to recover the contribution made with respect to the ineligible person regardless of whether
or not a deduction is allowable with respect to such contribution. In such event, the amount contributed with respect to the ineligible
person shall constitute a forfeiture for the fiscal year in which the discovery is made. Any person who, after the close of a Plan
Year, is retroactively treated by the Company, an affiliated company or any other party as an Employee for such prior Plan Year
shall not, for purposes of the Plan, be considered an Employee for such prior Plan Year unless expressly so treated as such by
the Company.


 


Section 4.            Contributions
and Credits.


 


4.1         Discretionary
Contributions.


 


4.1-1.          The
Employer shall from time to time contribute, with respect to a Plan Year, such amounts as it may determine from time to time. The
Employer shall have no obligation to contribute any amount under this Plan except as so determined in its sole discretion. The
Employer’s contributions and available forfeitures for a Plan Year shall be credited as of the last day of the year to the
Accounts of the Active Participants in the manner set forth in Section 8.1-2 of the Plan.


 


4.1-2.          Upon
a Participant’s Reemployment After a Period of Uniformed Service, the Employer shall make an additional contribution on behalf
of the Participant that would have been made on his or her behalf during the Plan Year or Years corresponding to the Participant’s
Period of Uniformed Service.


 




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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 Fund, shall be applied to the Exempt Loan related to that Stock, subject to Section 7.2 of
the Plan.


 


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.


 


4.3           Conditions
as to Contributions. Employers’ contributions shall in all events be subject to the limitations set forth in Section
5 of the Plan. 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 of the Plan for the return of an Employer’s contributions in connection with a failure of the Plan to qualify
initially under the Code, any amount contributed by an Employer due to a good faith mistake of fact, or based upon a good faith
but erroneous determination of its deductibility under Section 404 of the Code, shall be returned to the Employer within one year
after the date on which the contribution was originally made, or within one year after its nondeductibility has been finally determined.
However, the amount to be returned shall be reduced to take account of any adverse investment experience within the Trust Fund
in order that the balance credited to each Participant’s Account is not less that it would have been if the contribution
had never been made.


 


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


 


Section 5.            Limitations
on Contributions and Allocations.


 




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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 of the Plan 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 of the Plan 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 of the Plan. Such adjustments shall be made before any allocations occur.


 


5.1-2 After adjustment,
if any, required by the preceding paragraph, the annual additions during any Plan Year to any Participant’s Account under
this and any other defined contribution plans maintained by the Employer or an affiliate (within the purview of Section 414(b),
(c) and (m) and Section 415(h) of the Code, which affiliate shall be deemed the Employer for this purpose) shall not exceed the
lesser of $53,000 (for 2015, or such other dollar amount which results from cost-of-living adjustments under Section 415(d) of
the Code) (the “dollar limitation”) or 100 percent of the Participant’s 415 Compensation for such limitation
year (the “percentage limitation”). 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 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 2013-12 or any subsequent guidance.


 


5.1-3For
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


 




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any, and (iii) forfeitures. For these
purposes, annual additions to a defined contribution plan shall not include the allocation of the excess amounts remaining in the
Unallocated Stock Fund subsequent to a sale of stock from such fund in accordance with a transaction described in Section 8.1 of
the Plan. 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.


 


5.1-4Notwithstanding
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.


 


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


 


5.1-6A limitation
year shall mean each 12 consecutive month period ending on December 31.


 


5.2           Effect
of Limitations. The Committee shall take whatever action may be necessary from time to time to assure compliance with the
limitations set forth in Section 5.1 of the Plan. 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


 




    	15



    	 



    

 


 


limitations would otherwise be exceeded by
any Participant, further allocations to the Participant shall be curtailed to the extent necessary to satisfy the limitations.
Where an excessive amount is contributed on account of a mistake as to one or more Participants’ compensation, or there is
an amount of forfeitures which may not be credited in the Plan Year in which it becomes available, the amount shall be corrected
in accordance with Section 5.1-2 of the Plan. If it is determined at any time that the Committee and/or Trustee has erred in accepting
and allocating any contributions or forfeitures under this Plan, or in allocating net gain or loss pursuant to Sections 8.2 and
8.3 of the Plan, then the Committee, in a uniform and nondiscriminatory manner, shall determine the manner in which such error
shall be corrected and shall promptly advise the Trustee in writing of such error and of the method for correcting such error.
The Accounts of any or all Participants may be revised, if necessary, in order to correct such error.


 


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


 


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


 


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


 


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


 


5.4           Erroneous
Allocations. No Participant shall be entitled to any annual additions or other allocations to his Account in excess of
those permitted under Section 5 of the Plan. If it is determined at any time that the administrator and/or Trustee have erred in
accepting and allocating any contributions or forfeitures under this Plan, or in allocating investment adjustments, or in excluding
or including any person as a Participant, then the administrator, in a uniform and nondiscriminatory manner, shall determine the
manner in which such error shall be corrected, after taking into consideration Sections 3.5 and 3.6 of the Plan and any revenue


 




    	16



    	 



    

 


 


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 in 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 of the Plan. 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:


 


6.3-1All
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 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


 




    	17



    	 



    

 


 


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).


 


6.3-2An 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.


 


6.3-3Any
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 of the Plan.


 


6.3-4Repayments
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 of the Plan. 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. The contributions and earnings must be accounted for separately in the books and accounts of the Plan until the Exempt Loan
is fully repaid.


 


6.3-5In 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 his Account, as provided in Section
401(a)(28)(B) of the Code. An election to diversify must be made on the prescribed form and filed with the Committee within the
period specified herein. For each of the first five (5) Plan years in the qualified election period, the Participant may elect
to diversify an amount which does not exceed 25 percent of the number of shares allocated to his Account since the inception of
the Plan, less all shares with respect to which an election under this Section has already been made. For the last year of the
qualified election period, the Participant may elect to have up to 50 percent of the value of his Account committed to other investments,
less all shares with respect to which an election under this Section has already been made. The term “qualified election
period” shall mean the six (6) Plan Year period beginning with the first Plan Year in which a Participant has both attained
age 55 and completed 10 years of participation in the Plan. A Participant’s election to diversify his Account may be made
within each year of the qualified election period and shall continue for the 90-day period immediately following the last day of
each year in the qualified election period. Once a Participant makes such election, the Plan must complete diversification


 




    	18



    	 



    

 


 


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:


 


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


 


6.4-2The
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.


 


6.4-3The
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.


 


7.1-1The
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 his or her Account for the sole purpose of providing the Trustee with voting instructions.


 


Notwithstanding
any provision hereunder to the contrary, all unallocated shares of Stock must be voted by the Trustee in a manner determined by
the Trustee to be for the exclusive benefit of the Participants and Beneficiaries. Whenever such voting rights are to be exercised,
the Employers shall provide the Trustee, in a timely manner, with the same notices and other materials as are provided to other
holders of the Stock, which the Trustee shall distribute to the Participants. The Participants shall be provided with adequate
opportunity to deliver their instructions to the Trustee regarding the voting of Stock allocated to their Accounts. The instructions
of the Participants’ with respect to the voting of allocated shares hereunder shall be confidential.


 


7.1-2In 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


 




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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.


 


7.2-1Stock
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.


 


7.2-2Cash
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) of the Plan and invested as part of the Investment Fund, (II) be distributed immediately to the Participants
in proportion with the Participants’ Stock Fund Account balance (III) be distributed to the Participants within 90 days of
the close of the Plan Year in which paid in proportion with the Participants’ Stock Fund Account balance or (IV) be used
to make payments on the 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 equal to the dividends so used must be allocated to such Participant’s Account in lieu
of the dividends.


 


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


 




    	20



    	 



    

 


 


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 shall be applied
to the repayment of principal and interest then due on the Exempt Loan used to acquire such shares. If the amount of dividends
exceeds the amount needed to repay such principal and interest (including any prepayments of principal and interest deemed advisable
by the Employer), then in the sole discretion of the Committee, the excess shall: (A) be allocated to Active Participants, 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) and amounts forfeited from Stock Fund Accounts pursuant to Section
9.5 of the Plan.


 


8.1-1Shares
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


 




    	21



    	 



    

 


 


Date coincident with or immediately
preceding the loan payment date) that at least equals the amount of dividends so used,


 


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


 


8.1-2Shares
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, amounts forfeited, and, to the extent applicable, shares of Stock released in accordance
with Section 8.1-1(iii) of the Plan) 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.


 


8.1-3Shares
of Stock or cash attributable to contributions made under Section 4.1-2 of the Plan 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 of the Plan, as of the last day of each Plan Year, the
Trustee shall credit to each Participant’s Stock Fund Account: (a) the Participant’s allocable share of Stock purchased
by the Trustee or contributed by the Employer to the Trust Fund for that year; (b) the Participant’s allocable share of the
Stock that is released from the Unallocated Stock Fund for that year; (c) the Participant’s allocable share of any forfeitures
of Stock arising under the Plan during that year; and (d) any stock dividends declared and paid during that year on Stock credited
to the Participant’s Stock Fund Account.


 


If, in any Plan Year during
which an outstanding Exempt Loan exists, the Employer directs the Trustee to sell or otherwise dispose of a number of shares of
Stock in the Unallocated Stock Fund sufficient to repay, in its entirety, the Exempt Loans, and following such repayment, there
remains Stock or other assets in the Unallocated Stock Fund, such Stock or other assets shall be allocated as of the last day of
the Plan Year in which the repayment occurred as earnings of the Plan to Active Participants, in proportion to the number of shares
held in Active Participants’ Stock Fund Accounts.


 


8.4           Investment
Fund Account. Subject to the provisions of Sections 5 and 8.1 of the Plan 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


 




    	22



    	 



    

 


 


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 of the Plan.


 


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 of the Plan, but before application of Sections 8.1, 8.4
and 5.1 of the Plan.


 


8.6           Participant
Statements. Each Plan Year, the Committee shall provide or shall cause to be provided to each Participant a statement of
his or her 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 his Account shall be based on his Vesting Years in accordance with
the following table, subject to the balance of this Section 9:


	 

        Year
        of
	 	Percentage of
	Service	 	Interest
    Vested
	Fewer than 3	 	0%
	3 or more 	 	100%


 





9.2           Computation
of Vesting Years. For purposes of this Plan, a Vesting Year means generally one year of Service, and including Service
with other Employers as provided in the definition of “Service.” Notwithstanding the above, an Eligible Employee who
was employed with the Bank shall receive credit for vesting purposes beginning with the with the Employee’s initial Service
with the Employer. However, a Participant’s Vesting Years shall be computed subject to the following conditions and qualifications:


 


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



 




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9.2-2To the
extent applicable, a Participant’s vested interest in his Account accumulated before five (5) consecutive One Year Periods
of Severance shall be determined without regard to any Service after such five consecutive Periods of Severance. Further, if a
Participant has five (5) consecutive One Year Periods of Severance before his interest in his Account has become vested to some
extent, pre-One Year Period of Severance years of Service shall not be required to be taken into account for purposes of determining
his post-One Year Period of Severance vested percentage.


 


9.2-3To the
extent applicable, in the case of a Participant who has five (5) or more consecutive One Year Periods of Severance, the Participant’s
pre-One Year Period of Severance Service will count in vesting of the Employer-derived post-One Year Period of Severance 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 Periods of Severance Service is less than the number of years of Service.


 


9.2-4Notwithstanding
any provision of the Plan to the contrary, calculation of service for determining Vesting Years with respect to qualified military
service will be provided in accordance with Section 414(u) of the Code.


 


9.2-5To the
extent applicable, if any amendment changes the vesting schedule, including an automatic change to or from a top-heavy vesting
schedule, any Participant with three (3) or more Vesting Years may, by filing a written request with the Employer, elect to have
his vested percentage computed under the vesting schedule in effect prior to the amendment. The election period must begin not
later than the later of sixty (60) days after the amendment is adopted, the amendment becomes effective, or the Participant is
issued written notice of the amendment by the Employer or the Committee.


 


9.3           Full
Vesting Upon Certain Events.


 


9.3-1Notwithstanding
Section 9.1 of the Plan, a Participant’s interest in his Account shall fully vest on the Participant’s Normal Retirement
Date. The Participant’s interest shall also fully vest in the event that his Service is terminated by 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.


 


9.3-2The
Participant’s interest in his Account shall also fully vest in the event of a “Change in Control” of the Bank,
or the Company. For these purposes “Change in Control” means a change in control of a nature that: (i) would be required
to be reported in response to Item 5.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); or (ii) results in a Change in Control of
the Bank or the Company within the meaning of the Bank Holding Company Act of 1956, as amended (“BHCA”); or (iii)


 




    	24



    	 



    

 


 


without limitation such a Change
in Control shall be deemed to have occurred at such time as (a) any “person” (as the term is used in Sections 13(d)
and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company’s
outstanding securities, except for any securities purchased by the Bank’s employee stock ownership plan or trust; or (b)
individuals who constitute the Board of the Directors on the date hereof (the “Incumbent Board”) cease for any reason
to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose
election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination
for election by the Company’s stockholders was approved by the same Nominating Committee serving under an Incumbent Board,
shall be, for purposes of this clause (b), considered as though he were a member of the Incumbent Board; or (c) a plan of
reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or the Company or similar transaction
in which the Bank or Company is not the surviving institution occurs or is effected; or (d) a proxy statement soliciting proxies
from stockholders of the Company is distributed, by someone other than the current management of the Company, seeking stockholder
approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more business organizations
as a result of which the outstanding shares of the class of securities then subject to the plan are to be exchanged for or converted
into cash or property or securities not issued by the Company; or (e) a tender offer is made for 25% or more of the voting
securities of the Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the
Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted
by the tender offeror.


 


9.4           Full
Vesting Upon Plan Termination. Notwithstanding Section 9.1 of the Plan, a Participant’s interest in his Account shall
fully vest upon termination of this Plan or upon the permanent and complete discontinuance of contributions by his Employer. In
the event of a partial termination, the interest of each affected Participant shall fully vest with respect to that part of the
Plan which is terminated. 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 his interest in his Account is fully vested,
that portion which has not vested shall be forfeited after a One Year Period of Severance. If a Participant’s Service terminates
prior to having any portion of his Account become vested, such Participant shall be deemed to have received a distribution of his
vested interest immediately upon his termination of Service.


 


If a Participant who has
suffered a forfeiture of the nonvested portion of his Account returns to Service before he has five (5) consecutive One Year Periods
of Severance, the nonvested portion shall be restored, provided that, if the Participant had received a distribution of his vested
Account balance, the amount distributed shall be repaid prior to such restoral. The Participant may repay such amount at any time
within five years after he has returned to Service.


 




    	25



    	 



    

 


 


The amount repaid shall be credited to his
Account at the time it is repaid; an additional amount equal to that portion of his Account which was previously forfeited shall
be restored to his Account at the same time from other Employees’ forfeitures and, if such forfeitures are insufficient,
then from amounts allocated in accordance with Section 8.1-1(ii) of the Plan, and if insufficient, then from a special contribution
by his Employer for that year. A Participant who was deemed to have received a distribution of his vested interest in the Plan
shall have his Account restored as of the first day on which he performs an Hour of Service after his return.


 


In addition, if a Participant
did not receive a distribution of his vested Account balance but his non-vested Account balance was forfeited after a One Year
Period of Severance, such nonvested Account balance shall be restored if the Plan terminates before the Participant has a five-year
One Year Period of Service. If the Participant did not receive a distribution of his vested Account balance, any forfeiture restored
shall include earnings that would have been credited to the Account but for the forfeiture.


 


For purposes of this Section
and Section 5.1 of the Plan, if a portion of a Participant’s Account is forfeited, Stock allocated from an Exempt Loan will
be forfeited only after other assets. If interests in more than one class of Stock have been allocated to a Participant’s
Account, the Participant must be treated as forfeiting the same proportion of each such class.


 


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


 


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


 


Section 10.           Payment
of Benefits.


 


10.1         Benefits
for Participants. For a Participant whose Service ends for any reason, distribution will be made to or for the benefit
of the Participant or, in the case of the Participant’s death, his Beneficiary, by payment in a lump sum, in accordance with
Section 10.2 of the Plan. Prior to any such distribution, any Participant entitled to a distribution will receive a form upon
which the Participant can 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,
he may direct how his benefits are to be paid to his Beneficiary. Notice to the Participant with regard to having the right to
elect the manner in


 




    	26



    	 



    

 


 


which his vested Account balance will be distributed
to him may be given up to 180 days before the first day of the first period for which an amount is payable. If a deceased Participant
did not file a direction with the Committee, the Participant’s benefits shall be distributed to his Beneficiary in a lump
sum. Notwithstanding 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 his benefits shall not be paid prior to his Normal
Retirement Date unless he elects an early payment date in a written election filed with the Committee. A Participant may modify
such an election at any time, provided any new benefit payment date is at least 30 days after a modified election is delivered
to the Committee. 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 his Normal Retirement Date shall be deemed to be an election to defer
commencement of payment of any benefit under this section. Notwithstanding the foregoing, unless a Participant elects to receive
a distribution, the Committee shall transfer accounts of $1,000 or more, 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.


 


Notwithstanding anything
to the contrary, in the event the Participant dies while performing qualified military service (as defined Section 414(u) of the
Code), the Participant’s Beneficiary shall be entitled to any additional benefit provided under the Plan had the Participant
resumed and then severed from employment on account of death.


 


10.2         Time
for Distribution.


 


10.2-1If
the Participant and, if applicable, with the consent of the Participant’s spouse, elects the distribution of the Participant’s
Account balance in the Plan, distribution shall commence as soon as practicable following his termination of Service, but no later
than one year after the close of the Plan Year in which the Participant 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.


 


10.2-2Unless
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;


 




    	27



    	 



    

 


 


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


 


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


 


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


 


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


 


(i)          If
a Participant dies before his distributions have commenced, distribution of his Account to his Beneficiary shall commence not later
than one year after the end of the Plan Year in which the Participant died; however, if the Participant’s Beneficiary is
his surviving Spouse, distributions may commence on the date on which the Participant would have attained age 701⁄2.
In either case, distributions shall be completed within five years after they commence.


 


(ii)         If
the Participant dies after distribution has commenced pursuant to Section 10.1 of the Plan but before his entire interest in the
Plan has been distributed to him, then the remaining portion of that interest shall, in accordance with Section 401(a)(9) of the
Code, be distributed at least as rapidly as under the method of distribution being used under Section 10.1 of the Plan at the date
of his death.


 


(iii)        If
a married Participant dies before his benefit payments begin, then the Committee shall cause the balance in his Account to be paid
to his Beneficiary, provided, however, that no election by a married Participant of a different Beneficiary than his surviving
Spouse shall be valid unless the election is accompanied by the Spouse’s written consent, which (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


 




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determined in accordance with Section
10.2-3 of the Plan), 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 of the Plan.


 


10.2-6All
distributions under this section shall be determined and made in accordance with Code Section 401(a)(9) and final Treasury Regulations
Sections 1.401(a)(9)-1 through 1.401(a)(9)-9, including the minimum distribution incidental benefit requirements of Code Section
401(a)(9)(G). These provisions override any distribution options in the Plan inconsistent with Code Section 401(a)(9).


 


10.3         Marital
Status. The Committee, the Plan, the Trustee, and the Employers shall be fully protected and discharged from any liability
to the extent of any benefit payments made as a result of the Committee’s good faith and reasonable reliance upon information
obtained from a Participant and his Employer as to his marital status.


 


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


 


10.5         Accounting
for Benefit Payments. Any benefit payment shall be charged to the Participant’s Account as of the first day of the
Valuation Period in which the payment is made.


 


10.6         Options
to Receive Stock. Unless ownership of virtually all Stock is restricted to active Employees and qualified retirement plans
for the benefit of Employees pursuant to the certificates of incorporation or by-laws of the Employers issuing Stock, a terminated
Participant or the Beneficiary of a deceased Participant may instruct the Committee to distribute the Participant’s entire
vested interest in his Account in the form of Stock. In that event, the Committee shall apply the Participant’s vested interest
in the Investment Fund to purchase sufficient Stock from the Stock Fund or from any owner of Stock to make the required distribution.
In all other cases, other than as specifically set forth in Section 10.1 of the Plan, the Participant’s vested interest in
the Stock Fund shall be distributed in shares of Stock, and his vested interest in the Investment Fund shall be distributed in
cash. 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 of the Plan, and any person who has received Stock from the Plan or from such a Participant by reason
of the Participant’s death or incompetence, by reason of divorce or separation from the Participant, or by reason of a rollover
contribution described in Section 402(a)(5) of the Code, shall have the right to require the Employer which issued the Stock to
purchase the Stock for its current fair market value (hereinafter referred to as the “put right”). The put right shall
be exercisable by written notice to the Committee during the first 60 days after the Stock is distributed by the Plan, and, if
not exercised in that period, during the first 60 days in the following Plan Year after the Committee


 




    	29



    	 



    

 


 


has communicated to the Participant its determination
as to the Stock’s current fair market value. However, the put right shall not apply to the extent that the Stock, at the
time the put right would otherwise be exercisable, may be sold on an established market in accordance with federal and state securities
laws and regulations. Similarly, the put option shall not apply with respect to the portion of a Participant’s Account which
the Employee elected to have reinvested under Code Section 401(a)(28)(B). If the put right is exercised, the Trustee may, if so
directed by the Committee in its sole discretion, assume the Employer’s rights and obligations with respect to purchasing
the Stock. Notwithstanding anything herein to the contrary, in the case of a plan established by a bank (as defined in Code Section
581), the put option shall not apply if prohibited by a federal or state law and Participants are entitled to elect their benefits
be distributed in cash.


 


The Employer or the Trustee,
as the case may be, may elect to pay for the Stock in equal periodic installments, not less frequently than annually, over a period
beginning not later than 30 days after the exercise of the put right and not exceeding five years, with adequate security and interest
at a reasonable rate on the unpaid balance, all such terms to be set forth in a promissory note delivered to the seller with normal
terms as to acceleration upon any uncured default.


 


Nothing contained herein
shall be deemed to obligate any Employer to register any Stock under any federal or state securities law or to create or maintain
a public market to facilitate the transfer or disposition of any Stock. The put right described herein may only be exercised by
a person described in the second preceding paragraph, and may not be transferred with any Stock to any other person. As to all
Stock purchased by the Plan in exchange for any 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 traded on an established market, a Participant who receives
Stock pursuant to Section 10.1 of the Plan, 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 of the Plan
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


 




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arrangement. The provisions of this Section
shall continue to be applicable to such Stock even if the Plan ceases to be an employee stock ownership plan under Section 4975(e)(7)
of the Code.


 


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


 


10.9-1An
“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 of the Plan.


 


10.9-2An
“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.


 


10.9-3A “direct
rollover” is a payment by the Plan to the eligible retirement plan specified by the distributee.


 


10.9-4The
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.


 


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


 




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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 his benefits
with the Committee on a form provided by the Committee. The claim, including any election of an alternative benefit form, shall
be filed at least 30 days before the date on which the benefits are to begin. If a Participant or Beneficiary fails to file a claim
by the day before the date on which benefits become payable, he shall be presumed to have filed a claim for payment for the Participant’s
benefits in the standard form prescribed by Sections 10.1 or 10.2 of the Plan.


 


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


 


(i)          each
specific reason for the denial;


 


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


 


(iii)        a
description of any additional material or information which could be submitted by the Participant or Beneficiary to support his
claim, with an explanation of the relevance of such information; and


 


(iv)        an
explanation of the claims review procedures set forth in Section 11.3 of the Plan.


 


11.3         Claims
Review Procedure. Within 60 days after a Participant or Beneficiary receives notice from the Committee that his claim for
benefits has been denied in any respect, he may file with the Committee a written notice of appeal setting forth his reasons for
disputing the Committee’s determination.  In connection with his appeal the Participant or Beneficiary or his representative
may inspect or purchase copies of pertinent documents and records to the extent not inconsistent with other Participants’
and Beneficiaries’ rights of privacy. Within 60 days after receiving a notice of appeal from a prior determination (or within
120 days, if special circumstances require an extension of time and written notice of the extension is given to the


 




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


 


Section 12.           The
Committee and its Functions.


 


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


 


12.2         Identity
of Committee. The Committee shall consist of 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 his duties in good faith and in accordance with the applicable requirements of ERISA.


 


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


 


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


 


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


 


12.9         Responsibilities
to Participants. The Committee shall determine which Employees qualify to enter the Plan. The Committee shall furnish to
each Eligible Employee whatever summary plan descriptions, summary annual reports, and other notices and information may be required
under ERISA. The Committee also shall determine when a Participant or his Beneficiary qualifies for the payment of benefits under
the Plan. The Committee shall furnish to each such Participant or Beneficiary whatever information is required under ERISA (or
is otherwise appropriate) to enable the Participant or Beneficiary to make whatever elections may be available pursuant to Sections
6 and 10 of the Plan, 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 his parents, his
legal guardian, or a custodian for him under the Uniform Gifts to Minors Act, or, in the case of an incompetent, to his spouse,
or his legal guardian, the payments to be used for the individual’s benefit. The Committee and the Trustee shall not be obligated
to inquire as to the actual use of the funds by the person receiving them under this Section 12.10, and any such payment shall
completely discharge the obligations of the Plan, the Trustee, the Committee, and the Employers to the extent of the payment.


 


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


 




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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 or imposed upon it or him in connection with any claim made against it or him or in which it or he may be involved
by reason of its or his being, or having been, the Committee, or a member or employee of the Committee, to the extent such amounts
are not paid by insurance.


 


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


 


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


 


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


 


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


 




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than the exclusive benefit of the Participants
and their Beneficiaries prior to the satisfaction of all liabilities under the Plan. Moreover, there shall not be any transfer
of assets to a successor plan or merger or consolidation with another plan unless, in the event of the termination of the successor
plan or the surviving plan immediately following such transfer, merger, or consolidation, each participant or beneficiary would
be entitled to a benefit equal to or greater than the benefit he would have been entitled to if the plan in which he was previously
a participant or beneficiary had terminated immediately prior to such transfer, merger, or consolidation. Following a termination
of this Plan by the Bank, the Trustee shall continue to administer the Trust and pay benefits in accordance with the Plan as amended
from time to time and the Committee’s instructions.


 


Section 14.           Miscellaneous
Provisions.


 


14.1         Plan
Creates No Employment Rights. Nothing in this Plan shall be interpreted as giving any Employee the right to be retained
as an Employee by an Employer, or as limiting or affecting the rights of an Employer to control its Employees or to terminate the
Service of any Employee at any time and for any reason, subject to any applicable employment or collective bargaining agreements.


 


14.2         Nonassignability
of Benefits. No assignment, pledge, or other anticipation of benefits from the Plan will be permitted or recognized by
the Employer, the Committee, or the Trustee. Moreover, benefits from the Plan shall not be subject to attachment, garnishment,
or other legal process for debts or liabilities of any Participant or Beneficiary, to the extent permitted by law. This prohibition
on assignment or alienation shall apply to any judgment, decree, or order (including approval of a property settlement agreement)
which relates to the provision of child support, alimony, or property rights to a present or former spouse, child or other dependent
of a Participant pursuant to a state domestic relations or community property law, unless the judgment, decree, or order is determined
by the Committee to be a qualified domestic relations order within the meaning of Section 414(p) of the Code, as more fully set
forth in Section 14.12 hereof.


 


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


 


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 of the Plan, 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 to the extent
those laws are applicable under the provisions of ERISA.


 


14.10       Employer
Contributions Conditioned on Deductibility.  Employer Contributions to the Plan are conditioned on deductibility under
Code Section 404. In the event that the Internal Revenue Service shall determine that all or any portion of an Employer Contribution
is not deductible under that Section, the nondeductible portion shall be returned to the Employer within one year of the disallowance
of the deduction. 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 his last known address
of record with the Employer, shall notify any Participant or Beneficiary that he is entitled to a distribution under this Plan,
and the notice shall quote the provisions of this Section. If the Participant or Beneficiary fails to claim his benefits or make
his whereabouts known in writing to the Employer or the Trustees within seven (7) calendar years after the date of notification,
the benefits of the Participant or Beneficiary under the Plan will be disposed of as follows:


 


(i)          If
the whereabouts of the Participant is unknown but the whereabouts of the Participant’s Beneficiary is known to the Trustees,
distribution will be made to the Beneficiary.


 


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


 




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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 of the Plan 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.  


 




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 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).


 


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:


 


15.2-1The
“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.


 


15.2-2A “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 $160,000 (as adjusted under
section 416(i)(1) of the Code), a 5-percent owner of the employer, or a 1-percent owner of the employer having annual compensation
of more than $150,000. For this purpose, annual compensation means compensation within the meaning of section 415(c)(3) of the
Code. The determination of who is a key employee will be made in accordance with section 416(i)(1) of the Code and the applicable
regulations and other guidance of general applicability issued thereunder.


 


15.2-3A “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.


 


15.2-4A “required
aggregation group” includes (a) each qualified Plan of the Employer in which at least one Key Employee participates in the
Plan Year containing the Determination Date and (b) any other qualified Plan of the Employer which enables a


 




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


 


15.2-5A “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:


 


15.3-1The
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.


 


15.3-2For
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.


 


15.3-3The
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.


 


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


 


15.3-5When
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.


 


15.3-6The
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


 




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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.”


 


15.3-7Accrued
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.


 


15.3-8The
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 his Account pursuant to Section 4 of the Plan is less than the lesser of:


 


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


 


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


 


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


 


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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