Exhibit 10.9



1ST CENTENNIAL BANK EMPLOYEE STOCK OWNERSHIP PLAN

(WITH 401 (K) PROVISIONS)





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TABLE OF CONTENTS



|                            |  |                                                      |  |   
|--------------------------- |  | ---------------------------------------------------- |  | --
|ARTICLE I                  
|DEFINITIONS                
|                           
|ARTICLE II                 
|ADMINISTRATION             
|                            |  |                                                     
|2.1                         |  | POWERS AND RESPONSIBILITIES OF THE EMPLOYER          |  | 10
|                            |  |                                                     
|2.2                         |  | DESIGNATION OF ADMINISTRATIVE AUTHORITY              |  | 11
|                            |  |                                                     
|2.3                         |  | ALLOCATION AND DELEGATION OF RESPONSIBILITIES        |  | 11
|                            |  |                                                     
|2.4                         |  | POWERS AND DUTIES OF THE ADMINISTRATOR               |  | 11
|                            |  |                                                     
|2.5                         |  | RECORDS AND REPORTS                                  |  | 12
|                            |  |                                                     
|2.6                         |  | APPOINTMENT OF ADVISERS                              |  | 13
|                            |  |                                                     
|2.7                         |  | PAYMENT OF EXPENSES                                  |  | 13
|                            |  |                                                     
|2.8                         |  | CLAIMS PROCEDURE                                     |  | 13
|                            |  |                                                     
|2.9                         |  | CLAIMS REVIEW PROCEDURE                              |  | 13
|                           
|ARTICLE III                
|ELIGIBILITY                
|                            |  |                                                     
|3.1                         |  | CONDITIONS OF ELIGIBILITY                            |  | 14
|                            |  |                                                     
|3.2                         |  | EFFECTIVE DATE OF PARTICIPATION                      |  | 14
|                            |  |                                                     
|3.3                         |  | DETERMINATION OF ELIGIBILITY                         |  | 14
|                            |  |                                                     
|3.4                         |  | TERMINATION OF ELIGIBILITY                           |  | 14
|                            |  |                                                     
|3.5                         |  | OMISSION OF ELIGIBLE EMPLOYEE                        |  | 14
|                            |  |                                                     
|3.6                         |  | INCLUSION OF INELIGIBLE EMPLOYEE                     |  | 15
|                            |  |                                                     
|3.7                         |  | REHIRED EMPLOYEES AND BREAKS IN SERVICE              |  | 15
|                            |  |                                                     
|3.8                         |  | ELECTION NOT TO PARTICIPATE                          |  | 16
|                           
|ARTICLE IV                 
|CONTRIBUTION AND ALLOCATION
|                            |  |                                                     
|4.1                         |  | FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION        |  | 16
|                            |  |                                                     
|4.2                         |  | PARTICIPANTS SALARY REDUCTION ELECTION              |  | 16
|                            |  |                                                     
|4.3                         |  | TIME OF PAYMENT OF EMPLOYER CONTRIBUTION             |  | 19
|                            |  |                                                     
|4.4                         |  | ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS |  | 19
|                            |  |                                                     
|4.5                         |  | ACTUAL DEFERRAL PERCENTAGE TESTS                     |  | 23
|                            |  |                                                     
|4.6                         |  | ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS       |  | 25





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|                                           |  |                                                           |  |   
|------------------------------------------ |  | --------------------------------------------------------- |  | --
|4.7                                        |  | ACTUAL CONTRIBUTION PERCENTAGE TESTS                      |  | 28
|                                           |  |                                                          
|4.8                                        |  | ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS        |  | 29
|                                           |  |                                                          
|4.9                                        |  | MAXIMUM ANNUAL ADDITIONS                                  |  | 32
|                                           |  |                                                          
|4.10                                       |  | ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS                 |  | 34
|                                           |  |                                                          
|4.11                                       |  | ROLLOVERS AND PLAN-TO-PLAN TRANSFERS FROM QUALIFIED PLANS |  | 35
|                                           |  |                                                          
|4.12                                       |  | DIRECTED INVESTMENT ACCOUNT                               |  | 36
|                                           |  |                                                          
|4.13                                       |  | QUALIFIED MILITARY SERVICE                                |  | 38
|                                          
|ARTICLE V                                 
|FUNDING AND INVESTMENT POLICY             
|                                           |  |                                                          
|5.1                                        |  | INVESTMENT POLICY                                         |  | 38
|                                           |  |                                                          
|5.2                                        |  | TRANSACTIONS INVOLVING COMPANY STOCK                      |  | 39
|                                          
|ARTICLE VI                                
|VALUATIONS                                
|                                           |  |                                                          
|6.1                                        |  | VALUATION OF THE TRUST FUND                               |  | 40
|                                           |  |                                                          
|6.2                                        |  | METHOD OF VALUATION                                       |  | 40
|                                          
|ARTICLE VII                               
|DETERMINATION AND DISTRIBUTION OF BENEFITS
|                                           |  |                                                          
|7.1                                        |  | DETERMINATION OF BENEFITS UPON RETIREMENT                 |  | 40
|                                           |  |                                                          
|7.2                                        |  | DETERMINATION OF BENEFITS UPON DEATH                      |  | 40
|                                           |  |                                                          
|7.3                                        |  | DETERMINATION OF BENEFITS IN EVENT OF DISABILITY          |  | 42
|                                           |  |                                                          
|7.4                                        |  | DETERMINATION OF BENEFITS UPON TERMINATION                |  | 42
|                                           |  |                                                          
|7.5                                        |  | DISTRIBUTION OF BENEFITS                                  |  | 44
|                                           |  |                                                          
|7.6                                        |  | HOW PLAN BENEFIT WILL BE DISTRIBUTED                      |  | 47
|                                           |  |                                                          
|7.7                                        |  | DISTRIBUTION FOR MINOR OR INCOMPETENT BENEFICIARY         |  | 48
|                                           |  |                                                          
|7.8                                        |  | LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN            |  | 48
|                                           |  |                                                          
|7.9                                        |  | RIGHT OF FIRST REFUSALS                                   |  | 49
|                                           |  |                                                          
|7.10                                       |  | STOCK CERTIFICATE LEGEND                                  |  | 50
|                                           |  |                                                          
|7.11                                       |  | PUT OPTION                                                |  | 50
|                                           |  |                                                          
|7.12                                       |  | PRE-RETIREMENT DISTRIBUTION                               |  | 51
|                                           |  |                                                          
|7.13                                       |  | ADVANCE DISTRIBUTION FOR HARDSHIP                         |  | 52
|                                           |  |                                                          
|7.14                                       |  | QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION           |  | 54





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|                                          |  |                                                    |  |   
|----------------------------------------- |  | -------------------------------------------------- |  | --
|7.15                                      |  | DIRECT ROLLOVER                                    |  | 54
|                                         
|ARTICLE VIII                             
|AMENDMENT, TERMINATION, MERGERS AND LOANS
|                                          |  |                                                   
|8.1                                       |  | AMENDMENT                                          |  | 55
|                                          |  |                                                   
|8.2                                       |  | TERMINATION                                        |  | 56
|                                          |  |                                                   
|8.3                                       |  | MERGER, CONSOLIDATION OR TRANSFER OF ASSETS        |  | 56
|                                          |  |                                                   
|8.4                                       |  | LOANS TO PARTICIPANTS                              |  | 56
|                                         
|ARTICLE IX                               
|TOP HEAVY                                
|                                          |  |                                                   
|9.1                                       |  | TOP HEAVY PLAN REQUIREMENTS                        |  | 58
|                                          |  |                                                   
|9.2                                       |  | DETERMINATION OF TOP HEAVY STATUS                  |  | 58
|                                         
|ARTICLE X                                
|MISCELLANEOUS                            
|                                          |  |                                                   
|10.1                                      |  | PARTICIPANTS RIGHTS                               |  | 60
|                                          |  |                                                   
|10.2                                      |  | ALIENATION                                         |  | 61
|                                          |  |                                                   
|10.3                                      |  | CONSTRUCTION OF PLAN                               |  | 61
|                                          |  |                                                   
|10.4                                      |  | GENDER AND NUMBER                                  |  | 61
|                                          |  |                                                   
|10.5                                      |  | LEGAL ACTION                                       |  | 62
|                                          |  |                                                   
|10.6                                      |  | PROHIBITION AGAINST DIVERSION OF FUNDS             |  | 62
|                                          |  |                                                   
|10.7                                      |  | EMPLOYERS AND TRUSTEE'S PROTECTIVE CLAUSE         |  | 62
|                                          |  |                                                   
|10.8                                      |  | INSURERS PROTECTIVE CLAUSE                        |  | 62
|                                          |  |                                                   
|10.9                                      |  | RECEIPT AND RELEASE FOR PAYMENTS                   |  | 63
|                                          |  |                                                   
|10.10                                     |  | ACTION BY THE EMPLOYER                             |  | 63
|                                          |  |                                                   
|10.11                                     |  | NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY |  | 63
|                                          |  |                                                   
|10.12                                     |  | HEADINGS                                           |  | 63
|                                          |  |                                                   
|10.13                                     |  | APPROVAL BY INTERNAL REVENUE SERVICE               |  | 64
|                                          |  |                                                   
|10.14                                     |  | UNIFORMITY:                                        |  | 64
|                                          |  |                                                   
|10.15                                     |  | SECURITIES AND EXCHANGE COMMISSION APPROVAL        |  | 64
|                                          |  |                                                   
|10.16                                     |  | VOTING COMPANY STOCK                               |  | 64





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1ST CENTENNIAL BANK EMPLOYEE
STOCK OWNERSHIP PLAN

(WITH 401(K) PROVISIONS)



THIS PLAN, hereby adopted this  day of
, by 1st Centennial Bank (herein referred to as the Employer).



W I T N E S S E T H:



WHEREAS, the Employer heretofore established an Employee Stock Ownership Plan
effective February 1, 2000, (hereinafter called the Effective Date) known as Redlands Centennial Bank Employee Stock Ownership Plan and which plan shall hereinafter be known as 1st Centennial Bank Employee Stock Ownership Plan (With
401(k) Provisions) (herein referred to as the Plan) in recognition of the contribution made to its successful operation by its employees and for the exclusive benefit of its eligible employees; and



WHEREAS, under the terms of the Plan, the Employer has the ability to amend
the Plan, provided the Trustee joins in such amendment if the provisions of the Plan affecting the Trustee are amended; and



WHEREAS, contributions to the Plan will be made by the Employer and such contributions made to the trust will be invested primarily in the capital stock
of the Employer;



NOW, THEREFORE, effective August 1, 2004,
except as otherwise provided, the Employer in accordance with the provisions of the Plan pertaining to amendments thereof, hereby amends the Plan in its entirety and restates the Plan to provide as follows:



ARTICLE I

DEFINITIONS



1.1 Act means the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.



1.2 Administrator means the Employer unless another person or entity has been designated by the Employer pursuant to Section 2.2 to administer
the Plan on behalf of the Employer.



1.3 Affiliated
Employer means any corporation which is a member of a controlled group of corporations (as defined in Code Section 414(b)) which includes the Employer; any trade or business (whether or not incorporated) which is under common control (as
defined in Code Section 414(c)) with the Employer; any organization (whether or not incorporated) which is a member of an affiliated service group (as defined in Code Section 414(m)) which includes the Employer; and any other entity required to be
aggregated with the Employer pursuant to Regulations under Code Section 414(o).



1.4 Aggregate Account means, with respect to each Participant, the value of all accounts maintained on behalf of a Participant, whether attributable to Employer or Employee contributions, subject to the
provisions of Section 9.2.



1.5 Anniversary Date
means the last day of the Plan Year.



1.6
Beneficiary means the person (or entity) to whom the share of a deceased Participants total account is payable, subject to the restrictions of Sections 7.2 and 7.5.



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1.7 Code means the internal Revenue Code of 1986, as amended or replaced from time to time.



1.8 Company Stock means common stock issued by the
Employer (or by a corporation which is a member of the controlled group of corporations of which the Employer is a member) which is readily tradeable on an established securities market. If there is no common stock which meets the foregoing
requirement, the term Company Stock means common stock issued by the Employer (or by a corporation which is a member of the same controlled group) having a combination of 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. Noncallable
preferred stock shall be deemed to be Company Stock if such stock is convertible at any time into stock which constitutes Company Stock hereunder and if such conversion is at a conversion price which (as of the date of the
acquisition by the Trust) is reasonable. For purposes of the preceding sentence, pursuant to Regulations, preferred stock shall be treated as noncallable if after the call there will be a reasonable opportunity for a conversion which meets the
requirements of the preceding sentence.



1.9 Company
Stock Account means the account of a Participant which is credited with the shares of Company Stock purchased and paid for by the Trust Fund or contributed to the Trust Fund.



A separate accounting shall be maintained with respect to that portion of the Company Stock Account
attributable to Elective Contributions and Non-Elective Contributions.



1.10 Compensation with respect to any Participant means such Participants wages as defined in Code Section 3401(a) and all other payments of compensation by the Employer (in the course of the Employers trade or
business) for a Plan Year for which the Employer is required to furnish the Participant a written statement under Code Sections 6041(d), 6051(a)(3) and 6052. Compensation must be determined without regard to any rules under Code Section 3401(a) that
limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Code Section 3401(a)(2)).



For purposes of this Section, the determination of
Compensation shall be made by:



(a) including
amounts which are contributed by the Employer pursuant to a salary reduction agreement and which are not includible in the gross income of the Participant under Code Sections 125, 132(f)(4), 402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and Employee
contributions described in Code Section 414(h)(2) that are treated as Employer contributions.



(b) excluding commissions in excess of $100,000. This subsection (b) is only applicable for the purpose of determining employer
contributions made under Section 4.1(d) of the Plan.



For a Participants initial year of participation, Compensation shall be recognized for the entire Plan Year.



Compensation in excess of $150,000 (or such other amount provided in the Code) shall be disregarded for all purposes other than for
purposes of salary deferral elections pursuant to Section 4.2. Such amount shall be adjusted for increases in the cost of living in



2



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accordance with Code Section 401(a)(17)(B), except that the dollar increase in effect on January 1 of any calendar year shall be effective for the Plan Year
beginning with or within such calendar year. For any short Plan Year the Compensation limit shall be an amount equal to the Compensation limit for the calendar year in which the Plan Year begins multiplied by the ratio obtained by dividing the
number of full months in the short Plan Year by twelve (12).



1.11 Contract or Policy means any life insurance policy, retirement income policy or annuity policy (group or individual) issued pursuant to the terms of the Plan. In the event of any conflict between the terms of
this Plan and the terms of any contract purchased hereunder, the Plan provisions shall control.



1.12 Deferred Compensation with respect to any Participant means the amount of the Participants total Compensation which has been
contributed to the Plan in accordance with the Participants deferral election pursuant to Section 4.2 excluding any such amounts distributed as excess annual additions pursuant to Section 4.10.



1.13 Early Retirement Date. This Plan does not provide for a
retirement date prior to Normal Retirement Date.



1.14
Elective Contribution means the Employer contributions to the Plan of Deferred Compensation excluding any such amounts distributed as excess annual additions pursuant to Section 4.10. In addition, any Employer Qualified
Non-Elective Contribution made pursuant to Section 4.1(c) and Section 4.6(b) which is used to satisfy the Actual Deferral Percentage tests shall be considered an Elective Contribution for purposes of the Plan. Any contributions deemed to
be Elective Contributions (whether or not used to satisfy the Actual Deferral Percentage tests or the Actual Contribution Percentage tests) shall be subject to the requirements of Sections 4.2(b) and 4.2(c) and shall further
be required to satisfy the nondiscrimination requirements of Regulation 1401 (k)-1(b)(5) and Regulation 1.401(m)-1(b)(5), the provisions of which are specifically incorporated herein by reference.



1.15 Eligible Employee means any Employee.



Employees of Affiliated Employers shall not be eligible to
participate in this Plan unless such Affiliated Employers have specifically adopted this Plan in writing.



Employees classified by the Employer as independent contractors who are subsequently determined by the Internal Revenue Service to be
Employees shall not be Eligible Employees.



1.16
Employee means any person who is employed by the Employer or Affiliated Employer, and excludes any person who is employed as an independent contractor. Employee shall include Leased Employees within the meaning of Code Sections 414(n)(2)
and 414(o)(2) unless such Leased Employees are covered by a plan described in Code Section 414(n)(5) and such Leased Employees do not constitute more than 20% of the recipients non-highly compensated work force.



1.17 Employer means 1st Centennial Bank and any successor which
shall maintain this Plan; and any predecessor which has maintained this Plan. The Employer is a corporation with principal offices in the State of California.



1.18 Excess Aggregate Contributions means, with respect to any Plan Year, the excess of the aggregate amount of the Employer matching
contributions made pursuant to Section 4.1(b) and any qualified non-elective contributions or elective deferrals taken into account pursuant to Section 4.7(c) on behalf of Highly Compensated Participants for such Plan



3



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Year, over the maximum amount of such contributions permitted under the limitations of Section 4.7(a) (determined by hypothetically reducing contributions
made on behalf of Highly Compensated Participants in order of the actual contribution ratios beginning with the highest of such ratios). Such determination shall be made after first taking into account corrections of any Excess Deferred Compensation
pursuant to Section 4.2 and taking into account any adjustments of any Excess Contributions pursuant to Section 4.6.



1.19 Excess Contributions means, with respect to a Plan Year, the excess of Elective Contributions used to satisfy the Actual Deferral
Percentage tests made on behalf of Highly Compensated Participants for the Plan Year over the maximum amount of such contributions permitted under Section 4.5(a) (determined by hypothetically reducing contributions made on behalf of Highly
Compensated Participants in order of the actual deferral ratios beginning with the highest of such ratios). Excess Contributions shall be treated as an annual addition pursuant to Section 4.9(b).



1.20 Excess Deferred Compensation means, with respect to any
taxable year of a Participant, the excess of the aggregate amount of such Participants Deferred Compensation and the elective deferrals pursuant to Section 4.2(e) actually made on behalf of such Participant for such taxable year, over the
dollar limitation provided for in Code Section 402(g), which is incorporated herein by reference. Excess Deferred Compensation shall be treated as an annual addition pursuant to Section 4.9(b) when contributed to the Plan unless
distributed to the affected Participant not later than the first April 15th following the close of the Participants taxable year. Additionally, for purposes of Sections 9.2 and 4.4(h), Excess Deferred Compensation shall continue to be treated
as Employer contributions even if distributed pursuant to Section 4.2(e). However, Excess Deferred Compensation of Non-Highly Compensated Participants is not taken into account for purposes of Section 4.5(a) to the extent such Excess Deferred
Compensation occurs pursuant to Section 4.2(d).



1.21
ESOP means an employee stock ownership plan that meets the requirements of Code Section 4975(e)(7) and Regulation 54.4975-11.



1.22 Fiduciary means any person who (a) exercises any discretionary authority or discretionary control respecting management of the Plan or
exercises any authority or control respecting management or disposition of its assets, (b) renders investment advice for a fee or other compensation, direct or indirect, with respect to any monies or other property of the Plan or has any authority
or responsibility to do so, or (c) has any discretionary authority or discretionary responsibility in the administration of the Plan.



1.23 Fiscal Year means the Employers accounting year of 12 months commencing on January 1 of each year and ending the following December
31.



1.24 Forfeiture means that portion of a
Participants Account that is not Vested, and occurs on the last day of the Plan Year in which the Participant incurs five (5) consecutive 1-Year Breaks in Service. In addition, the term Forfeiture shall also include amounts deemed to be
Forfeitures pursuant to any other provision of this Plan.



1.25
Former Participant means a person who has been a Participant, but who has ceased to be a Participant for any reason.



1.26 415 Compensation with respect to any Participant means such Participants wages as defined in Code Section 3401(a) and all other
payments of compensation by the Employer (in the course of the Employers trade or business) for a Plan Year for which the Employer is required to furnish the Participant a written statement under Code Sections 6041(d), 6051(a)(3) and 6052.
415 Compensation must be determined without regard to any



4



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rules under Code Section 3401(a) that limit the remuneration included in wages based on the nature or location of the employment or the services performed
(such as the exception for agricultural labor in Code Section 3401(a)(2)).



For purposes of this Section, the determination of 415 Compensation shall include any elective deferral (as defined in Code Section 402(g)(3)), and any amount which is contributed or deferred by the
Employer at the election of the Participant and which is not includible in the gross income of the Participant by reason of Code Sections 125, 132(f)(4) and 457.



1.27 414(s) Compensation means any definition of compensation that satisfies the nondiscrimination requirements
of Code Section 414(s) and the Regulations thereunder. The period for determining 414(s) Compensation must be either the Plan Year or the calendar year ending with or within the Plan Year. An Employer may further limit the period taken into account
to that part of the Plan Year or calendar year in which an Employee was a Participant in the component of the Plan being tested. The period used to determine 414(s) Compensation must be applied uniformly to all Participants for the Plan Year.



1.28 Highly Compensated Employee means an Employee
described in Code Section 414(q) and the Regulations thereunder, and generally means any Employee who:



(a) was a five percent owner as defined in Section 1.33(c) at anytime during the determination year or the
look-back year; or



(b) for the
look-back year had 415 Compensation from the Employer in excess of $80,000. The $80,000 amount is adjusted at the same time and in the same manner as under Code Section 415(d), except that the base period is the calendar
quarter ending September 30, 1996.



The
determination year means the Plan Year for which testing is being performed, and the look back year means the immediately preceding twelve (12) month period.



A highly compensated former Employee is based on the rules applicable to determining Highly Compensated
Employee status as in effect for the determination year, in accordance with Regulation 1.414(q)-1T, A-4 and IRS Notice 97-45 (or any superseding guidance).



In determining who is a Highly Compensated Employee, Employees who are non-resident aliens and who received
no earned income (within the meaning of Code Section 911(d)(2)) from the Employer constituting United States source income within the meaning of Code Section 861(a)(3) shall not be treated as Employees. Additionally, all Affiliated Employers shall
be taken into account as a single employer and Leased Employees within the meaning of Code Sections 414(n)(2) and 414(o)(2) shall be considered Employees unless such Leased Employees are covered by a plan described in Code Section 414(n)(5) and are
not covered in any qualified plan maintained by the Employer. The exclusion of Leased Employees for this purpose shall be applied on a uniform and consistent basis for all of the Employers retirement plans. Highly Compensated Former Employees
shall be treated as Highly Compensated Employees without regard to whether they performed services during the determination year.



1.29 Highly Compensated Participant means any Highly Compensated Employee who is eligible to participate in the component of the Plan being
tested.



5



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1.30 Hour of Service means each hour for which an Employee is paid or entitled to payment for
the performance of duties for the Employer.



1.3.1
Income means the income or losses allocable to Excess Deferred Compensation, Excess Contributions or Excess Aggregate Contributions which amount shall be allocated in the same manner as income or losses are allocated pursuant to Section
4.4(d).



1.32 Investment Manager means an entity
that (a) has the power to manage, acquire, or dispose of Plan assets and (b) acknowledges fiduciary responsibility to the Plan in writing. Such entity must be a person, firm, or corporation registered as an investment adviser under the Investment
Advisers Act of 1940, a bank, or an insurance company.



1.33
Key Employee means an Employee as defined in Code Section 416(1) and the Regulations thereunder. Generally, any Employee or former Employee (as well as each of the Employees or former Employees Beneficiaries) is considered a
Key Employee if the Employees or former Employees, at any time during the Plan Year that contains the Determination Date or any of the preceding four (4) Plan Years, has been included in one of the following categories:



(a) an officer of the Employer (as that term
is defined within the meaning of the Regulations under Code Section 416) having annual 415 Compensation greater than 50 percent of the amount in effect under Code Section 415(b)(1)(A) for any such Plan Year.



(b) one of the ten employees having annual 415
Compensation from the Employer for a Plan Year greater than the dollar limitation in effect under Code Section 415(c)(1)(A) for the calendar year in which such Plan Year ends and owning (or considered as owning within the meaning of Code
Section 318) both more than one-half percent interest and the largest interests in the Employer.



(c) a five percent owner of the Employer. Five percent owner means any person who owns (or is considered as owning
within the meaning of Code Section 318) more than five percent (5%) of the outstanding stock of the Employer or stock possessing more than five percent (5%) of the total combined voting power of all stock of the Employer or, in the case of an
unincorporated business, any person who owns more than five percent (5%) of the capital or profits interest in the Employer. In determining percentage ownership hereunder, employers that would otherwise be aggregated under Code Sections 414(b), (c),
(m) and (o) shall be treated as separate employers.



(d) a one percent owner of the Employer having an annual 415 Compensation from the Employer of more than $150,000. One percent owner means any person who owns (or is considered as owning within the
meaning of Code Section 318) more than one percent (1%) of the outstanding stock of the Employer or stock possessing more than one percent (1%) of the total combined voting power of all stock of the Employer or, in the case of an unincorporated
business, any person who owns more than one percent (1%) of the capital or profits interest in the Employer. In determining percentage ownership hereunder, employers that would otherwise be aggregated under Code Sections 414(b), (c), (m) and (o)
shall be treated as separate employers. However, in determining whether an individual has 415 Compensation of more than $150,000, 415 Compensation from each employer required to be aggregated under Code Sections 414(b), (c),
(m) and (o) shall be taken into account.



6



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For purposes of this Section, the determination of 415 Compensation shall be
made by including amounts which are contributed by the Employer pursuant to a salary reduction agreement and which are not includible in the gross income of the Participant under Code Sections 125, 132(f)(4), 402(e)(3), 402(h)(1)(B), 403(b) or
457(b), and Employee contributions described in Code Section 414(h)(2) that are treated as Employer contributions.



1.34 Late Retirement Date means the first day of the month coinciding with or next following a Participants actual Retirement Date after
having reached Normal Retirement Date.



1.35 Leased
Employee means any person (other than an Employee of the recipient Employer) who pursuant to an agreement between the recipient Employer and any other person or entity (leasing organization) has performed services for the recipient
(or for the recipient and related persons determined in accordance with Code Section 414(n)(6)) on a substantially full time basis for a period of at least one year, and such services are performed under primary direction or control by the recipient
Employer. Contributions or benefits provided a Leased Employee by the leasing organization which are attributable to services performed for the recipient Employer shall be treated as provided by the recipient Employer. Furthermore, Compensation for
a Leased Employee shall only include Compensation from the leasing organization that is attributable to services performed for the recipient Employer. A Leased Employee shall not be considered an Employee of the recipient Employer:



(a) if such employee is covered by a money purchase pension
plan providing:



(1) a nonintegrated employer
contribution rate of at least 10% of compensation, as defined in Code Section 415(c)(3), but;



(2) immediate participation;



(3) full and immediate vesting; and



(b) if Leased Employees do not constitute more than 20% of the recipient Employers nonhighly compensated work force.



1.36 Non-Elective Contribution means the Employer contributions
to the Plan excluding, however, contributions made pursuant to the Participants deferral election provided for in Section 4.2 and any Qualified Non-Elective Contribution used in the Actual Deferral Percentage tests.



1.37 Non-Highly Compensated Participant means any Participant who
is not a Highly Compensated Employee. However, for purposes of Section 4.5 and Section 4.7, if the prior year testing method is used, a Non-Highly Compensated Participant shall be determined using the definition of Highly Compensated Employee in
effect for the preceding Plan Year.



1.38 Non-Key
Employee means any Employee or former Employee (and such Employees or former Employees Beneficiaries) who is not, and has never been, a Key Employee.



1.39 Normal Retirement Age means the Participants 65th birthday, or the Participants 5th anniversary
of joining the Plan, if later. A Participant shall become fully Vested in the Participants Account upon attaining Normal Retirement Age.



7



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1.40 Normal Retirement Date means the first day of the month coinciding with or next
following the Participants Normal Retirement Age.



1.41
1-Year Break in Service means a Period of Severance of at least 12 consecutive months.



1.42 Other Investments Account means the account of a Participant which is credited with such Participants share of the net gain (or
loss) of the Plan and Employer contributions in other than Company Stock and which is debited with payments made to pay for Company Stock.



A separate accounting shall be maintained with respect to that portion of the Other Investments Account attributable to Elective
Contributions and Non-Elective Contributions.



1.43
Participant means any Eligible Employee who participates in the Plan and has not for any reason become ineligible to participate further in the Plan.



1.44 Participant Direction Procedures means such instructions, guidelines or policies, the terms of which are
incorporated herein, as shall be established pursuant to Section 4.12 and observed by the Administrator and applied to Participants who have Participant Directed Accounts.



1.45 Participants Account means the account established and maintained by the Administrator for each
Participant with respect to such Participants total interest in the Plan and Trust resulting from the Employer Non-Elective Contributions.



A separate accounting shall be maintained with respect to that portion of the Participants Account attributable to Employer matching
contributions made pursuant to Section 4.1(b), Employer discretionary contributions made pursuant to Section 4.1(d) and any Employer Qualified Non-Elective Contributions.



1.46 Participants Combined Account means the total aggregate amount of each Participants Elective
Account and Participants Account.



1.47
Participants Directed Account means that portion of a Participants interest in the Plan with respect to which the Participant has directed the investment in accordance with the Participant Direction Procedure.



1.48 Participants Elective Account means the account
established and maintained by the Administrator for each Participant with respect to the Participants total interest in the Plan and Trust resulting from the Employer Elective Contributions used to satisfy the Actual Deferral
Percentage tests. A separate accounting shall be maintained with respect to that portion of the Participants Elective Account attributable to such Elective Contributions pursuant to Section 4.2 and any Employer Qualified Non-Elective
Contributions.



1.49 Participants Transfer/Rollover
Account means the account established and maintained by the Administrator for each Participant with respect to the Participants total interest in the Plan resulting from amounts transferred to this Plan from a direct plan-to-plan
transfer and/or with respect to such Participants interest in the Plan resulting from amounts transferred from another qualified plan or conduit Individual Retirement Account in accordance with Section 4.11.



8



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A separate accounting shall be maintained with respect to that portion of the
Participants Transfer/Rollover Account attributable to transfers (within the meaning of Code Section 414(l)) and rollovers.



1.50 Period of Service means the aggregate of all periods commencing with the Employees first day of employment or reemployment with the
Employer or Affiliated Employer and ending on the date a 1-Year Break in Service begins. The first day of employment or reemployment is the first day the Employee performs an Hour of Service. An Employee will also receive partial credit for any
Period of Severance of less than twelve (12) consecutive months. Fractional periods of a year will be expressed in terms of days.



Periods of Service with Palomar Community Bank shall be recognized.



1.51 Period of Severance means a continuous period of time during which the Employee is not employed by the
Employer. Such period begins on the date the Employee retires, quits or is discharged, or if earlier, the twelve (12) month anniversary of the date on which the Employee was otherwise first absent from service.



In the case of an individual who is absent from work for
maternity or paternity reasons, the twelve (12) consecutive month period beginning on the first anniversary of the first day of such absence shall not constitute a 1-Year Break in Service. For purposes of this paragraph, an absence from work for
maternity or paternity reasons means an absence (a) by reason of the pregnancy of the individual, (b) by reason of the birth of a child of the individual, (c) by reason of the placement of a child with the individual in connection with the adoption
of such child by such individual, or (d) for purposes of caring for such child for a period beginning immediately following such birth or placement.



1.52 Plan means this instrument, including all amendments thereto.



1.53 Plan Year means the Plans accounting year of twelve (12) months commencing on January 1 of each year
and ending the following December 31.



1.54 Qualified
Non-Elective Contribution means any Employer contributions made pursuant to Section 4.1(c) and Section 4.6(b) and Section 4.8(f). Such contributions shall be considered an Elective Contribution for the purposes of the Plan and may be used to
satisfy the Actual Deferral Percentage tests or the Actual Contribution Percentage tests.



1.55 Regulation means the Income Tax Regulations as promulgated by the Secretary of the Treasury or a delegate of the Secretary of the
Treasury, and as amended from time to time.



1.56 Retired
Participant means a person who has been a Participant, but who has become entitled to retirement benefits under the Plan.



1.57 Retirement Date means the date as of which a Participant retires for reasons other than Total and Permanent Disability, whether such
retirement occurs on a Participants Normal Retirement Date or Late Retirement Date (see Section 7.1).



1.58 Terminated Participant means a person who has been a Participant, but whose employment has been terminated other than by death, Total and
Permanent Disability or retirement.



1.59 Top Heavy
Plan means a plan described in Section 9.2(a).



9



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1.60 Top Heavy Plan Year means a Plan Year during which the Plan is a Top Heavy Plan.



1.61 Total and Permanent Disability means a
physical or mental condition of a Participant resulting from bodily injury, disease, or mental disorder which renders such Participant incapable of continuing any gainful occupation and which condition constitutes total disability under the federal
Social Security Acts.



1.62 Trustee means the
person or entity named as trustee herein or in any separate trust forming a part of this Plan, and any successors.



1.63 Trust Fund means the assets of the Plan and Trust as the same shall exist from time to time.



1.64 Valuation Date means the Anniversary Date and may include
any other date or dates deemed necessary or appropriate by the Administrator for the valuation of the Participants accounts during the Plan Year, which may include any day that the Trustee, any transfer agent appointed, by the Trustee or the
Employer or any stock exchange used by such agent, are open for business.



1.65 Vested means the nonforfeitable portion of any account maintained on behalf of a Participant.



ARTICLE II

ADMINISTRATION



|2.1 | POWERS AND RESPONSIBILITIES OF THE EMPLOYER
|--- | -------------------------------------------



(a) In addition to the general powers and responsibilities otherwise provided for in this Plan, the Employer shall be empowered to appoint
and remove the Trustee and the Administrator from time to time as it deems necessary for the proper administration of the Plan to ensure that the Plan is being operated for the exclusive benefit of the Participants and their Beneficiaries in
accordance with the terms of the Plan, the Code, and the Act. The Employer may appoint counsel, specialists, advisers, agents (including any nonfiduciary agent) and other persons as the Employer deems necessary or desirable in connection with the
exercise of its fiduciary duties under this Plan. The Employer may compensate such agents or advisers from the assets of the Plan as fiduciary expenses (but not including any business (settlor) expenses of the Employer), to the extent not paid by
the Employer.



(b) The Employer may, by
written agreement or designation, appoint at its option an Investment Manager (qualified under the Investment Company Act of 1940 as amended), investment adviser, or other agent to provide direction to the Trustee with respect to any or all of the
Plan assets. Such appointment shall be given by the Employer in writing in a form acceptable to the Trustee and shall specifically identify the Plan assets with respect to which the Investment Manager or other agent shall have authority to direct
the investment.



(c) The Employer shall
establish a funding policy and method, i.e., it shall determine whether the Plan has a short run need for liquidity (e.g., to pay benefits) or whether liquidity is a long run goal and investment growth (and stability of same) is a more
current need, or shall appoint a qualified person to do



10



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so. The Employer or its delegate shall communicate such needs and goals to the Trustee, who shall coordinate such Plan needs with its investment policy. The
communication of such a funding policy and method shall not, however, constitute a directive to the Trustee as to the investment of the Trust Funds. Such funding policy and method shall be consistent with the objectives of
this Plan and with the requirements of Title I of the Act.



(d) The Employer shall periodically review the performance of any Fiduciary or other person to whom duties have been delegated or allocated by it under the provisions of this Plan or pursuant to procedures established
hereunder. This requirement may be satisfied by formal periodic review by the Employer or by a qualified person specifically designated by the Employer, through day-to-day conduct and evaluation, or through other appropriate ways.



|2.2 | DESIGNATION OF ADMINISTRATIVE AUTHORITY
|--- | ---------------------------------------



The Employer shall be the Administrator. The Employer may appoint any person, including, but not limited to, the Employees of the Employer, to perform the
duties of the Administrator. Any person so appointed shall signify acceptance by filing written acceptance with the Employer. Upon the resignation or removal of any individual performing the duties of the Administrator, the Employer may designate a
successor.



|2.3 | ALLOCATION AND DELEGATION OF RESPONSIBILITIES
|--- | ---------------------------------------------



If more than one person is appointed as Administrator, the responsibilities of each Administrator may be specified by the Employer and accepted in writing
by each Administrator. In the event that no such delegation is made by the Employer, the Administrators may allocate the responsibilities among themselves, in which event the Administrators shall notify the Employer and the Trustee in writing of
such action and specify the responsibilities of each Administrator. The Trustee thereafter shall accept and rely upon any documents executed by the appropriate Administrator until such time as the Employer or the Administrators file with the Trustee
a written revocation of such designation.



|2.4 | POWERS AND DUTIES OF THE ADMINISTRATOR
|--- | --------------------------------------



The primary responsibility of the Administrator is to administer the Plan for the exclusive benefit of the Participants and their Beneficiaries, subject
to the specific terms of the Plan. The Administrator shall administer the Plan in accordance with its terms and shall have the power and discretion to construe the terms of the Plan and to determine all questions arising in connection with the
administration, interpretation, and application of the Plan. Any such determination by the Administrator shall be conclusive and binding upon all persons. The Administrator may establish procedures, correct any defect, supply any information, or
reconcile any inconsistency in such manner and to such extent as shall be deemed necessary or advisable to carry out the purpose of the Plan; provided, however, that any procedure, discretionary act, interpretation or construction shall be done in a
nondiscriminatory manner based upon uniform principles consistently applied and shall be consistent with the intent that the Plan shall continue to be deemed a qualified plan under the terms of Code Section 401(a), and shall comply with the terms of
the Act and all regulations issued pursuant thereto. The Administrator shall have all powers necessary or appropriate to accomplish the Administrators duties under the Plan.



The Administrator shall be charged with the duties of the general administration of the Plan as set forth under the terms of
the Plan, including, but not limited to, the following:



(a) the discretion to determine all questions relating to the eligibility of Employees to participate or remain a Participant hereunder and to receive benefits under the Plan;



11



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(b) to compute, certify, and direct the Trustee with respect to the amount and the kind
of benefits to which any Participant shall be entitled hereunder;



(c) to authorize and direct the Trustee with respect to all nondiscretionary or otherwise directed disbursements from the Trust;



(d) to maintain all necessary records for the administration of the Plan;



(e) to interpret the provisions of the Plan and to make and
publish such rules for regulation of the Plan as are consistent with the terms hereof;



(f) to determine the size and type of any Contract to be purchased from any insurer, and to designate the insurer from which such Contract
shall be purchased;



(g) to compute and
certify to the Employer and to the Trustee from time to time the sums of money necessary or desirable to be contributed to the Plan;



(h) to consult with the Employer and the Trustee regarding the short and long-term liquidity needs of the Plan in order that the Trustee
can exercise any investment discretion in a manner designed to accomplish specific objectives;



(i) to prepare and implement a procedure to notify Eligible Employees that they may elect to have a portion of their Compensation deferred
or paid to them in cash;



(j) to establish and
communicate to Participants a procedure for allowing each Participant to direct the Trustee as to the distribution of such Participants Company Stock Account pursuant to Section 4.12;



(k) to determine the validity of, and take appropriate
action with respect to, any qualified domestic relations order received by it; and



(l) to assist any Participant regarding the Participants rights, benefits, or elections available under the Plan.



|2.5 | RECORDS AND REPORTS
|--- | -------------------



The Administrator shall keep a record of all actions taken and shall keep all other books of account, records, policies, and other data that may be
necessary for proper administration of the Plan and shall be responsible for supplying all information and reports to the Internal Revenue Service, Department of Labor, Participants, Beneficiaries and others as required by law.



12



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|2.6 | APPOINTMENT OF ADVISERS
|--- | -----------------------



The Administrator, or the Trustee with the consent of the Administrator, may appoint counsel, specialists, advisers, agents (including nonfiduciary
agents) and other persons as the Administrator or the Trustee deems necessary or desirable in connection with the administration of this Plan, including but not limited to agents and advisers to assist with the administration and management of the
Plan, and thereby to provide, among such other duties as the Administrator may appoint, assistance with maintaining Plan records and the providing of investment information to the Plans investment fiduciaries and to Plan Participants.



|2.7 | PAYMENT OF EXPENSES
|--- | -------------------



All expenses of administration may be paid out of the Trust Fund unless paid by the Employer. Such expenses shall include any expenses incident to the
functioning of the Administrator, or any person or persons retained or appointed by any Named Fiduciary incident to the exercise of their duties under the Plan, including, but not limited to, fees of accountants, counsel, Investment Managers, agents
(including nonfiduciary agents) appointed for the purpose of assisting the Administrator or the Trustee in carrying out the instructions of Participants as to the directed investment of their accounts and other specialists and their agents, the
costs of any bonds required pursuant to Act Section 412, and other costs of administering the Plan. Until paid, the expenses shall constitute a liability of the Trust Fund.



|2.8 | CLAIMS PROCEDURE
|--- | ----------------



Claims for benefits under the Plan may be filed in writing with the Administrator. Written notice of the disposition of a claim shall be furnished to the
claimant within 90 days after the application is filed, or such period as is required by applicable law or Department of Labor regulation. In the event the claim is denied, the reasons for the denial shall be specifically set forth in the notice in
language calculated to be understood by the claimant, pertinent provisions of the Plan shall be cited, and, where appropriate, an explanation as to how the claimant can perfect the claim will be provided. In addition, the claimant shall be furnished
with an explanation of the Plans claims review procedure.



|2.9 | CLAIMS REVIEW PROCEDURE
|--- | -----------------------



Any Employee, former Employee, or Beneficiary of either, who has been denied a benefit by a decision of the Administrator pursuant to Section 2.8 shall be
entitled to request the Administrator to give further consideration to a claim by filing with the Administrator a written request for a hearing. Such request, together with a written statement of the reasons why the claimant believes the claim
should be allowed, shall be filed with the Administrator no later than sixty (60) days after receipt of the written notification provided for in Section 2.8. The Administrator shall then conduct a hearing within the next sixty (60) days, at which
the claimant may be represented by an attorney or any other representative of such claimants choosing and expense and at which the claimant shall have an opportunity to submit written and oral evidence and arguments in support of the claim. At
the hearing (or prior thereto upon five (5) business days written notice to the Administrator) the claimant or the claimants representative shall have an opportunity to review all documents in the possession of the Administrator which are
pertinent to the claim at issue and its disallowance. Either the claimant or the Administrator may cause a court reporter to attend the hearing and record the proceedings. In such event, a complete written transcript of the proceedings shall be
furnished to both parties by the court reporter. The full expense of any such court reporter and such transcripts shall be borne by the party causing the court reporter to attend the hearing. A final decision as to the allowance of the claim shall
be made by the Administrator within sixty (60) days of receipt of the appeal (unless there has been an extension of sixty (60) days due to special circumstances, provided the delay



13



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and the special circumstances occasioning it are communicated to the claimant within the sixty (60) day period). Such communication shall be written in a
manner calculated to be understood by the claimant and shall include specific reasons for the decision and specific references to the pertinent Plan provisions on which the decision is based.



ARTICLE III

ELIGIBILITY



|3.1 | CONDITIONS OF ELIGIBILITY
|--- | -------------------------



Any Eligible Employee who has completed a six (6) month Period of Service and has attained age 21 shall be eligible to participate hereunder as of the
date such Employee has satisfied such requirements. However, any Employee who was a Participant in the Plan prior to the effective date of this amendment and restatement shall continue to participate in the Plan.



|3.2 | EFFECTIVE DATE OF PARTICIPATION
|--- | -------------------------------



An Eligible Employee shall become a Participant effective as of the first day of the month coinciding with or next following the date on which such
Employee met the eligibility requirements of Section 3.1, provided said Employee was still employed as of such date (or if not employed on such date, as of the date of rehire if a 1-Year Break in Service has not occurred or, if later, the date that
the Employee would have otherwise entered the Plan had the Employee not terminated employment).



If an Eligible Employee satisfies the Plans eligibility requirement conditions by reason of recognition of service with a predecessor employer, such
Employee will become a Participant as of the day the Plan credits service with a predecessor employer or, if later, the date the Employee would have otherwise entered the Plan had the service with the predecessor employer been service with the
Employer.



|3.3 | DETERMINATION OF ELIGIBILITY
|--- | ----------------------------



The Administrator shall determine the eligibility of each Employee for participation in the Plan based upon information furnished by the Employer. Such
determination shall be conclusive and binding upon all persons, as long as the same is made pursuant to the Plan and the Act. Such determination shall be subject to review pursuant to Section 2.9.



|3.4 | TERMINATION OF ELIGIBILITY
|--- | --------------------------



In the event a Participant shall go from a classification of an Eligible Employee to an ineligible Employee, such Former Participant shall continue to
vest in the Plan for each Period of Service completed while a noneligible Employee, until such time as the Participants Account shall be forfeited or distributed pursuant to the terms of the Plan. Additionally, the Former Participants
interest in the Plan shall continue to share in the earnings of the Trust Fund.



|3.5 | OMISSION OF ELIGIBLE EMPLOYEE
|--- | -----------------------------



If, in any Plan Year, any 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 the Employer for the year has been made and allocated, then the Employer shall make a subsequent contribution, if necessary after the application of Section 4.4(f), so that the omitted Employee receives a total amount
which the Employee would have received (including both Employer contributions and earnings thereon) had the Employee not been omitted. Such



14



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contribution shall be made regardless of whether 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 inclusion is
not made until after a contribution for the year has been made and allocated, the Employer shall be entitled to recover the contribution made with respect to the ineligible person provided the error is discovered within twelve (12) months of the
date on which it was made. Otherwise, the amount contributed with respect to the ineligible person shall constitute a Forfeiture for the Plan Year in which the discovery is made. Notwithstanding the forgoing, any Deferred Compensation made by an
ineligible person shall be distributed to the person (along with any earnings attributable to such Deferred Compensation).



|3.7 | REHIRED EMPLOYEES AND BREAKS IN SERVICE
|--- | ---------------------------------------



(a) If any Participant becomes a Former Participant due to severance from employment with the Employer and is reemployed by the Employer
before a 1-Year Break in Service occurs, the Former Participant shall become a Participant as of the reemployment date.



(b) If any Participant becomes a Former Participant due to severance from employment with the Employer and is reemployed after a 1-Year
Break in Service has occurred, Periods of Service shall include Periods of Service prior to the 1-Year Break in Service subject to the following rules:



(1) In the case of a Former Participant who under the Plan does not have a nonforfeitable right to any interest in the Plan resulting from Employer
contributions, Periods of Service before a period of 1-Year Break in Service will not be taken into account if the number of consecutive 1-Year Breaks in Service equal or exceed the greater of (A) five (5) or (B) the aggregate number of pre-break
Periods of Service. Such aggregate number of Periods of Service will not include any Periods of Service disregarded under the preceding sentence by reason of prior 1-Year Breaks in Service.



(2) A Former Participant shall participate in the Plan as of the date of
reemployment.



(c) After a Former Participant
who has severed employment with the Employer incurs five (5) consecutive 1-Year Breaks in Service, the Vested portion of said Former Participants Account attributable to pre-break service shall not be increased as a result of post-break
service. In such case, separate accounts will be maintained as follows:



(1) one account for nonforfeitable benefits attributable to pre-break service; and



(2) one account representing the Participants Employer derived account balance in the Plan attributable to post-break service.



15



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|3.8 | ELECTION NOT TO PARTICIPATE
|--- | ---------------------------



An Employee may, subject to the approval of the Employer, elect voluntarily not to participate in the Plan. The election not to participate must be
communicated to the Employer, in writing, within a reasonable period of time before the beginning of a Plan Year.



ARTICLE IV

CONTRIBUTION AND ALLOCATION



|4.1 | FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION
|--- | ---------------------------------------------



For each Plan Year, the Employer shall contribute to the Plan:



(a) The amount of the total salary reduction elections of all Participants made pursuant to Section 4.2(a), which amount shall be
deemed an Employer Elective Contribution.



(b)
On behalf of each Participant who is eligible to share in matching contributions for the Plan Year, a matching contribution equal to 50% of each such Participants Deferred Compensation, which amount shall be deemed an Employer Non-Elective
Contribution.



Except, however, in applying
the matching percentage specified above, only salary reductions up to 10% of payroll period Compensation shall be considered.



(c) On behalf of each Participant who is eligible to share in the Qualified Non-Elective Contribution for the Plan Year, a discretionary
Qualified Non-Elective Contribution equal to a uniform percentage of each eligible individuals Compensation, the exact percentage, if any, to be determined each year by the Employer. Any Employer Qualified Non-Elective Contribution shall be
deemed an Employer Elective Contribution.



(d)
A discretionary amount, which amount, if any, shall be deemed an Employer Non-Elective Contribution.



(e) Additionally, to the extent necessary, the Employer shall contribute to the Plan the amount necessary to provide the top heavy minimum
contribution. All contributions by the Employer shall be made in cash or in such property as is acceptable to the Trustee.



|4.2 | PARTICIPANTS SALARY REDUCTION ELECTION
|--- | ---------------------------------------



(a) Each Participant may elect to defer from 1% to 75% of Compensation in whole percentages or, alternatively, in a specified dollar
amount which would have been received in the Plan Year, but for the deferral election. A deferral election (or modification of an earlier election) may not be made with respect to Compensation which is currently available on or before the date the
Participant executed such election. For purposes of this Section, Compensation shall be determined prior to any reductions made pursuant to Code Sections 125, 132(f)(4), 402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and Employee contributions described
in Code Section 414(h)(2) that are treated as Employer contributions.



16



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The amount by which Compensation is reduced shall be that Participants Deferred
Compensation and be treated as an Employer Elective Contribution and allocated to that Participants Elective Account.



(b) The balance in each Participants Elective Account shall be fully Vested at all times and, except as otherwise provided herein,
shall not be subject to Forfeiture for any reason.



(c) Notwithstanding anything in the Plan to the contrary, amounts held in the Participants Elective Account may not be distributable (including any offset of loans) earlier than:



(1) a Participants separation from service, Total and Permanent
Disability, or death;



(2) a Participants attainment of
age 59 1/2;



(3) the termination of the Plan without the
existence at the time of Plan termination of another defined contribution plan or the establishment of a successor defined contribution plan by the Employer or an Affiliated Employer within the period ending twelve months after distribution of all
assets from the Plan maintained by the Employer. For this purpose, a defined contribution plan does not include an employee stock ownership plan (as defined in Code Section 4975(e)(7) or 409), a simplified employee pension plan (as defined in Code
Section 408(k)), or a simple individual retirement account plan (as defined in Code Section 408(p));



(4) the date of disposition by the Employer to an entity that is not an Affiliated Employer of substantially all of the assets (within the meaning of Code
Section 409(d)(2)) used in a trade or business of such corporation if such corporation continues to maintain this Plan after the disposition with respect to a Participant who continues employment with the corporation acquiring such assets;



(5) the date of disposition by the Employer or an Affiliated
Employer who maintains the Plan of its interest in a subsidiary (within the meaning of Code Section 409(d)(3)) to an entity which is not an Affiliated Employer but only with respect to a Participant who continues employment with such subsidiary; or



(6) the proven financial hardship of a Participant, subject
to the limitations of Section 7.13.



(d) For
each Plan Year, a Participants Deferred Compensation made under this Plan and all other plans, contracts or arrangements of the Employer maintaining this Plan shall not exceed, during any taxable year of the Participant, the limitation imposed
by Code Section 402(g), as in effect at the beginning of such taxable year. If such dollar limitation is exceeded, a Participant will be deemed to have notified the Administrator of such excess amount which shall be distributed in a manner
consistent with Section 4.2(e). The dollar limitation shall be adjusted annually pursuant to the method provided in Code Section 415(d) in accordance with Regulations.



17



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(e) If a Participants Deferred Compensation under this Plan together with any
elective deferrals (as defined in Regulation 1.402(g)-1(b)) under another qualified cash or deferred arrangement (as described in Code Section 401 (k)), a simplified employee pension (as described in Code Section 408(k)(6)), a simple individual
retirement account plan (as described in Code Section 408(p)), a salary reduction arrangement (within the meaning of Code Section 3121(a)(5)(D)), a deferred compensation plan under Code Section 457(b), or a trust described in Code Section 501(c)(18)
cumulatively exceed the limitation imposed by Code Section 402(g) (as adjusted annually in accordance with the method provided in Code Section 415(d) pursuant to Regulations) for such Participants taxable year, the Participant may, not later
than March 1 following the close of the Participants taxable year, notify the Administrator in writing of such excess and request that the Participants Deferred Compensation under this Plan be reduced by an amount specified by the
Participant. In such event, the Administrator may direct the Trustee to distribute such excess amount (and any Income allocable to such excess amount) to the Participant not later than the first April 15th following the close of the
Participants taxable year. Any distribution of less than the entire amount of Excess Deferred Compensation and Income shall be treated as a pro rata distribution of Excess Deferred Compensation and Income. The amount distributed shall not
exceed the Participants Deferred Compensation under the Plan for the taxable year (and any Income allocable to such excess amount). Any distribution on or before the last day of the Participants taxable year must satisfy each of the
following conditions:



(1) the distribution must be made after
the date on which the Plan received the Excess Deferred Compensation;



(2) the Participant shall designate the distribution as Excess Deferred Compensation; and



(3) the Plan must designate the distribution as a distribution of Excess Deferred Compensation.



Any distribution made pursuant to this Section 4.2(e) shall
be made first from unmatched Deferred Compensation and, thereafter, from Deferred Compensation which is matched. Matching contributions which relate to such Deferred Compensation shall be forfeited.



(f) Notwithstanding Section 4.2(e) above, a
Participants Excess Deferred Compensation shall be reduced, but not below zero, by any distribution of Excess Contributions pursuant to Section 4.6(a) for the Plan Year beginning with or within the taxable year of the Participant.



(g) At Normal Retirement Date, or such other date when
the Participant shall be entitled to receive benefits, the fair market value of the Participants Elective Account shall be used to provide additional benefits to the Participant or the Participants Beneficiary.



(h) Employer Elective Contributions made pursuant to this
Section may be segregated into a separate account for each Participant in a federally insured savings account, certificate of deposit in a bank or savings and loan association, money market certificate, or other short-term debt security



18



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acceptable to the Trustee until such time as the allocations pursuant to Section 4.4 have been made.



(i) The Employer and the Administrator shall implement the
salary reduction elections provided for herein in accordance with the following:



(1) A Participant must make an initial salary deferral election within a reasonable time, not to exceed thirty (30) days, after entering the Plan pursuant to Section 3.2. If the Participant fails to make an initial
salary deferral election within such time, then such Participant may thereafter make an election in accordance with the rules governing modifications. The Participant shall make such an election by entering into a written salary reduction agreement
with the Employer and filing such agreement with the Administrator. Such election shall initially be effective beginning with the pay period following the acceptance of the salary reduction agreement by the Administrator, shall not have retroactive
effect and shall remain in force until revoked.



(2) A
Participant may modify a prior election during the Plan Year and concurrently make a new election by filing a written notice with the Administrator within a reasonable time before the pay period for which such modification is to be effective.
However, modifications to a salary deferral election shall only be permitted monthly, during election periods established by the Administrator prior to the first day of each month. Any modification shall not have retroactive effect and shall remain
in force until revoked.



(3) A Participant may elect to
prospectively revoke the Participants salary reduction agreement in its entirety at any time during the Plan Year by providing the Administrator with thirty (30) days written notice of such revocation (or upon such shorter notice period as may
be acceptable to the Administrator). Such revocation shall become effective as of the beginning of the first pay period coincident with or next following the expiration of the notice period. Furthermore, the termination of the Participants
employment, or the cessation of participation for any reason, shall be deemed to revoke any salary reduction agreement then in effect, effective immediately following the close of the pay period within which such termination or cessation occurs.



|4.3 | TIME OF PAYMENT OF EMPLOYER CONTRIBUTION
|--- | ----------------------------------------



The Employer may make its contribution to the Plan for a particular Plan Year at such time as the Employer, in its sole discretion, determines. If the
Employer makes a contribution for a particular Plan Year after the close of that Plan Year, the Employer will designate to the Trustee the Plan Year for which the Employer is making its contribution.



|4.4 | ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS
|--- | ----------------------------------------------------



(a) The Administrator shall establish and maintain an account in the name of each Participant to which the Administrator shall credit as
of each Anniversary Date, or other Valuation Date, all amounts allocated to each such Participant as set forth herein.



19



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(b) The Employer shall provide the Administrator with all information required by the
Administrator to make a proper allocation of the Employer contributions for each Plan Year. Within a reasonable period of time after the date of receipt by the Administrator of such information, the Administrator shall allocate such contribution as
follows:



(1) With respect to the Employer Elective
Contribution made pursuant to Section 4.1(a), to each Participants Elective Account in an amount equal to each such Participants Deferred Compensation for the year.



(2) With respect to the Employer Non-Elective Contribution made pursuant to Section 4.1(b), to each Participants
Account in accordance with Section 4.1(b).



Any Participant
actively employed during the Plan Year shall be eligible to share in the matching contribution for the Plan Year.



(3) With respect to the Employer Qualified Non-Elective Contribution made pursuant to Section 4.1(c), to each Participants Elective Account when
used to satisfy the Actual Deferral Percentage tests or Participants Account in accordance with Section 4.1(c).



Only Participants who are actively employed on the last day of the Plan Year shall be eligible to share in the Qualified Non-Elective Contribution for the
year.



(4) With respect to the Employer Non-Elective
Contribution made pursuant to Section 4.1(d), to each Participants Account in the same proportion that each such Participants Compensation for the year bears to the total Compensation of all Participants for such year.



Only Participants who are actively employed on the last day of the Plan Year
shall be eligible to share in the discretionary contribution for the year.



(c) The Company Stock Account of each Participant shall be credited as of each Anniversary Date with the Participants allocable share of Company Stock (including fractional shares) purchased and paid for by the
Plan or contributed in kind by the Employer. Stock dividends on Company Stock held in the Participants Company Stock Account shall be credited to the Participants Company Stock Account when paid to the Plan. Cash dividends on Company
Stock held in the Participants Company Stock Account shall be credited to the Participants Other Investments Account when paid to the Plan.



(d) As of each Valuation Date, before the current valuation period allocation of Employer contributions, any earnings or losses (net
appreciation or net depreciation) of the Trust Fund shall be allocated in the same proportion that each Participants and Former Participants nonsegregated accounts (other than each Participants Company Stock Account) bear to the
total of all Participants and Former Participants nonsegregated accounts (other than each Participants Company Stock Account) as of such date. Earnings or losses with respect to a Participants Directed Account shall be
allocated in accordance with Section 4.12.



20



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Participants transfers from other qualified plans deposited in the general Trust
Fund shall share in any earnings and losses (net appreciation or net depreciation) of the Trust Fund in the same manner provided above. Each segregated account maintained on behalf of a Participant shall be credited or charged with its separate
earnings and losses.



(e) Participants
accounts shall be debited for any insurance or annuity premiums paid, if any, and credited with any dividends received on insurance contracts.



(f) On or before each Anniversary Date any amounts which became Forfeitures since the last Anniversary Date may be used to satisfy any
contribution that may be required pursuant to Section 3.5 and/or 7.8. The remaining Forfeitures, if any, shall be used to reduce the contribution of the Employer hereunder for the Plan Year in which such Forfeitures occur in the following manner:



(1) Forfeitures attributable to Employer matching
contributions made pursuant to Section 4.1(b) shall be used to reduce the Employer contribution for the Plan Year in which such Forfeitures occur.



(2) Forfeitures attributable to Employer discretionary contributions made pursuant to Section 4.1(d) shall be used to reduce the Employer contribution for
the Plan Year in which such Forfeitures occur.



(g) For any Top Heavy Plan Year, Employees not otherwise eligible to share in the allocation of contributions as provided above, shall receive the minimum allocation provided for in Section 4.4(h) if eligible pursuant to the provisions of
Section 4.4(j).



(h) Minimum Allocations
Required for Top Heavy Plan Years: Notwithstanding the foregoing, for any Top Heavy Plan Year, the sum of the Employer contributions allocated to the Participants Combined Account of each Employee shall be equal to at least three percent (3%)
of such Employees 415 Compensation (reduced by contributions and forfeitures, if any, allocated to each Employee in any defined contribution plan included with this Plan in a Required Aggregation Group). However, if (1) the sum of
the Employer contributions allocated to the Participants Combined Account of each Key Employee for such Top Heavy Plan Year is less than three percent (3%) of each Key Employees 415 Compensation and (2) this Plan is not
required to be included in an Aggregation Group to enable a defined benefit plan to meet the requirements of Code Section 401(a)(4) or 410, the sum of the Employer contributions allocated to the Participants Combined Account of each Employee
shall be equal to the largest percentage allocated to the Participants Combined Account of any Key Employee. However, in determining whether a Non-Key Employee has received the required minimum allocation, such Non-Key Employees Deferred
Compensation and matching contributions needed to satisfy the Actual Contribution Percentage tests pursuant to Section 4.7(a) shall not be taken into account.



However, no such minimum allocation shall be required in this Plan for any Employee who participates in
another defined contribution plan subject to Code Section 412 included with this Plan in a Required Aggregation Group.



21



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(i) For purposes of the minimum allocations set forth above, the percentage allocated to
the Participants Combined Account of any Key Employee shall be equal to the ratio of the sum of the Employer contributions allocated on behalf of such Key Employee divided by the 415 Compensation for such Key Employee.



(j) For any Top Heavy Plan Year, the minimum allocations
set forth above shall be allocated to the Participants Combined Account of all Employees who are Participants and who are employed by the Employer on the last day of the Plan Year, including Employees who have (1) failed to complete a Period
of Service; and (2) declined to make mandatory contributions (if required) or, in the case of a cash or deferred arrangement, elective contributions to the Plan.



(k) For the purposes of this Section, 415 Compensation in excess of $150,000 (or such other
amount provided in the Code) shall be disregarded. Such amount shall be adjusted for increases in the cost of living in accordance with Code Section 401(a)(17)(B), except that the dollar increase in effect on January 1 of any calendar year shall be
effective for the Plan Year beginning with or within such calendar year. If 415 Compensation for any prior determination period is taken into account in determining a Participants minimum benefit for the current Plan Year, the
415 Compensation for such determination period is subject to the applicable annual 415 Compensation limit in effect for that prior period. For this purpose, in determining the minimum benefit in Plan Years beginning on or
after January 1, 1989, the annual 415 Compensation limit in effect for determination periods beginning before that date is $200,000 (or such other amount as adjusted for increases in the cost of living in accordance with Code Section
415(d) for determination periods beginning on or after January 1, 1989, and in accordance with Code Section 401(a)(17)(B) for determination periods beginning on or after January 1, 1994). For determination periods beginning prior to January 1, 1989,
the $200,000 limit shall apply only for Top Heavy Plan Years and shall not be adjusted. For any short Plan Year the 415 Compensation limit shall be an amount equal to the 415 Compensation limit for the calendar year in which
the Plan Year begins multiplied by the ratio obtained by dividing the number of full months in the short Plan Year by twelve (12).



(l) Notwithstanding anything herein to the contrary, Participants who terminated employment for any reason during the Plan Year shall
share in the salary reduction contributions made by the Employer for the year of termination without regard to the Hours of Service credited.



(m) Notwithstanding anything in this Section to the contrary, all information necessary to properly reflect a given transaction may not be
available until after the date specified herein for processing such transaction, in which case the transaction will be reflected when such information is received and processed. Subject to express limits that may be imposed under the Code, the
processing of any contribution, distribution or other transaction may be delayed for any legitimate business reason (including, but not limited to, failure of systems or computer programs, failure of the means of the transmission of data, force
majeure, the failure of a service provider to timely receive values or prices, and the correction for errors or omissions or the errors or omissions of any service provider). The processing date of a transaction will be binding for all purposes of
the Plan.



22



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(n) Notwithstanding anything to the contrary, if this is a Plan that would otherwise fail
to meet the requirements of Code Section 410(b)(1)(B) and the Regulations thereunder because Employer contributions would not be allocated to a sufficient number or percentage of Participants for a Plan Year, then the following rules shall apply:



(1) The group of Participants eligible to share in the
Employers contribution for the Plan Year shall be expanded to include the minimum number of Participants who would not otherwise be eligible as are necessary to satisfy the applicable test specified above. The specific Participants who shall
become eligible under the terms of this paragraph shall be those who have not separated from service prior to the last day of the Plan Year and have completed the greatest Period of Service in the Plan Year.



(2) If after application of paragraph (1) above, the applicable test is
still not satisfied, then the group of Participants eligible to share in the Employers contribution for the Plan Year shall be further expanded to include the minimum number of Participants who have separated from service prior to the last day
of the Plan Year as are necessary to satisfy the applicable test. The specific Participants who shall become eligible to share shall be those Participants who have completed the greatest Period of Service in the Plan Year before terminating
employment.



(3) Nothing in this Section shall permit the
reduction of a Participants accrued benefit. Therefore any amounts that have previously been allocated to Participants may not be reallocated to satisfy these requirements. In such event, the Employer shall make an additional contribution
equal to the amount such affected Participants would have received had they been included in the allocations, even if it exceeds the amount which would be deductible under Code Section 404. Any adjustment to the allocations pursuant to this
paragraph shall be considered a retroactive amendment adopted by the last day of the Plan Year.



(4) Notwithstanding the foregoing, if the portion of the Plan which is not a Code Section 401(k) or 401(m) plan would fail to satisfy Code Section 410(b)
if the coverage tests were applied by treating those Participants whose only allocation would otherwise be provided under the top heavy formula as if they were not currently benefiting under the Plan, then, for purposes of this Section 4.4(n), such
Participants shall be treated as not benefiting and shall therefore be eligible to be included in the expanded class of Participants who will share in the allocation provided under the Plans non top heavy formula.



|4.5 | ACTUAL DEFERRAL PERCENTAGE TESTS
|--- | --------------------------------



(a) Maximum Annual Allocation: For each Plan Year, the annual allocation derived from Employer Elective Contributions to a Highly
Compensated Participants Elective Account shall satisfy one of the following tests:



(1) The Actual Deferral Percentage for the Highly Compensated Participant group shall not be more than the Actual Deferral Percentage



23



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of the Non-Highly Compensated Participant group (for the preceding Plan Year if the prior year testing method is used to calculate the Actual Deferral
Percentage for the Non-Highly Compensated Participant group) multiplied by 1.25, or



(2) The excess of the Actual Deferral Percentage for the Highly Compensated Participant group over the Actual Deferral Percentage for the Non-Highly Compensated Participant group (for the
preceding Plan Year if the prior year testing method is used to calculate the Actual Deferral Percentage for the Non-Highly Compensated Participant group) shall not be more than two percentage points. Additionally, the Actual
Deferral Percentage for the Highly Compensated Participant group shall not exceed the Actual Deferral Percentage for the Non-Highly Compensated Participant group (for the preceding Plan Year if the prior year testing method is used
to calculate the Actual Deferral Percentage for the Non-Highly Compensated Participant group) multiplied by 2. The provisions of Code Section 401(k)(3) and Regulation 1.401(k)-1(b) are incorporated herein by reference.



However, in order to prevent the multiple use of the
alternative method described in (2) above and in Code Section 401(m)(9)(A), any Highly Compensated Participant eligible to make elective deferrals pursuant to Section 4.2 and to make Employee contributions or to receive matching contributions under
this Plan or under any other plan maintained by the Employer or an Affiliated Employer shall have a combination of such Participants Elective Contributions and Employer matching contributions reduced pursuant to Regulation 1.401(m)-2, the
provisions of which are incorporated herein by reference.



(b) For the purposes of this Section Actual Deferral Percentage means, with respect to the Highly Compensated Participant group and Non-Highly Compensated Participant group for a Plan Year, the average of
the ratios, calculated separately for each Participant in such group, of the amount of Employer Elective Contributions allocated to each Participants Elective Account for such Plan Year, to such Participants 414(s)
Compensation for such Plan Year. The actual deferral ratio for each Participant and the Actual Deferral Percentage for each group shall be calculated to the nearest one-hundredth of one percent. Employer Elective Contributions
allocated to each Non-Highly Compensated Participants, Elective Account shall be reduced by Excess Deferred Compensation to the extent such excess amounts are made under this Plan or any other plan maintained by the Employer.



Notwithstanding the above, if the prior year testing method
is used to calculate the Actual Deferral Percentage for the Non-Highly Compensated Participant group for the first Plan Year of this amendment and restatement, the Actual Deferral Percentage for the Non-Highly Compensated
Participant group for the preceding Plan Year shall be calculated pursuant to the provisions of the Plan then in effect.



(c) For the purposes of Sections 4.5(a) and 4.6, a Highly Compensated Participant and a Non-Highly Compensated Participant shall include
any Employee eligible to make a deferral election pursuant to Section 4.2, whether or not such deferral election was made or suspended pursuant to Section 4.2.



24



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Notwithstanding the above, if the prior year testing method is used to calculate the
Actual Deferral Percentage for the Non-Highly Compensated Participant group for the first Plan Year of this amendment and restatement, for purposes of Section 4.5(a) and 4.6, a Non-Highly Compensated Participant shall include any such
Employee eligible to make a deferral election, whether or not such deferral election was made or suspended, pursuant to the provisions of the Plan in effect for the preceding Plan Year.



(d) For purposes of this Section and Code Sections 401(a)(4), 410(b) and 401(k), this Plan may not be
combined with any other plan.



(e) For the
purpose of this Section, when calculating the Actual Deferral Percentage for the Non-Highly Compensated Participant group, the current year testing method shall be used. Any change from the current year testing method to the prior year
testing method shall be made pursuant to Internal Revenue Service Notice 98-1, Section VII (or superseding guidance), the provisions of which are incorporated herein by reference.



(f) Notwithstanding anything in this Section to the contrary, the provisions of this Section and Section 4.6
may be applied separately (or will be applied separately to the extent required by Regulations) to each plan within the meaning of Regulation 1.401(k)-1(g)(11). Furthermore, the provisions of Code Section 401(k)(3)(F) may be used to exclude from
consideration all Non-Highly Compensated Employees who have not satisfied the minimum age and service requirements of Code Section 410(a)(1)(A).



|4.6 | ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS
|--- | ----------------------------------------------



In the event (or if it is anticipated) that the initial allocations of the Employer Elective Contributions made pursuant to Section 4.4 do (or might) not
satisfy one of the tests set forth in Section 4.5(a), the Administrator shall adjust Excess Contributions pursuant to the options set forth below:



(a) On or before the fifteenth day of the third month following the end of each Plan Year, but in no event later than the close of the
following Plan Year, the Highly Compensated Participant having the largest dollar amount of Elective Contributions shall have a portion of such Participants Elective Contributions distributed until the total amount of Excess Contributions has
been distributed, or until the amount of such Participants Elective Contributions equals the Elective Contributions of the Highly Compensated Participant having the second largest dollar amount of Elective Contributions. This process shall
continue until the total amount of Excess Contributions has been distributed. In determining the amount of Excess Contributions to be distributed with respect to an affected Highly Compensated Participant as determined herein, such amount shall be
reduced pursuant to Section 4.2(e) by any Excess Deferred Compensation previously distributed to such affected Highly Compensated Participant for such Participants taxable year ending with or within such Plan Year.



25



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(1) With respect to the distribution of Excess Contributions pursuant to (a) above, such distribution:



(i) may be postponed but not later than the close of the
Plan Year following the Plan Year to which they are allocable;



(ii) shall be made from Qualified Non-Elective Contributions only to the extent that Excess Contributions exceed the balance in the Participants Elective Account attributable to Deferred Compensation;



(iii) shall be adjusted for Income; and



(iv) shall be designated by the Employer as a distribution of Excess
Contributions (and Income).



(2) Any distribution of less than
the entire amount of Excess Contributions shall be treated as a pro rata distribution of Excess Contributions and Income.



(3) Matching contributions which relate to Excess Contributions shall be forfeited unless the related matching contribution is distributed as an Excess
Aggregate Contribution pursuant to Section 4.8.



(b) Notwithstanding the above, within twelve (12) months after the end of the Plan Year, the Employer may make a special Qualified Non-Elective Contribution in accordance with one of the following provisions which contribution shall be
allocated to the Participants Elective Account of each Non-Highly Compensated Participant eligible to share in the allocation in accordance with such provision. The Employer shall provide the Administrator with written notification of the
amount of the contribution being made and for which provision it is being made pursuant to:



(1) A special Qualified Non-Elective Contribution may be made on behalf of Non-Highly Compensated Participants in an amount sufficient to satisfy (or to prevent an anticipated failure of) one of the tests set forth in
Section 4.5(a). Such contribution shall be allocated in the same proportion that each Non-Highly Compensated Participants 414(s) Compensation for the year (or prior year if the prior year testing method is being used) bears to the total 414(s)
Compensation of all Non-Highly Compensated Participants for such year.



(2) A special Qualified Non-Elective Contribution may be made on behalf of Non-Highly Compensated Participants in an amount sufficient to satisfy (or to prevent an anticipated failure of) one of the tests set forth in Section 4.5(a). Such
contribution shall be allocated in the same proportion that each Non-Highly Compensated Participant electing salary reductions pursuant to Section 4.2 in the same proportion that each such Non-Highly Compensated Participants Deferred
Compensation for the year (or at the end of the prior Plan Year if the prior year testing method is being used) bears to the total Deferred Compensation of all such Non-Highly Compensated Participants for such year.



26



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(3) A special Qualified Non-Elective Contribution may be made on behalf of Non-Highly Compensated
Participants in an amount sufficient to satisfy (or to prevent an anticipated failure of) one of the tests set forth in Section 4.5(a). Such contribution shall be allocated in equal amounts (per capita).



(4) A special Qualified Non-Elective Contribution may be made on behalf of
Non-Highly Compensated Participants electing salary reductions pursuant to Section 4.2 in an amount sufficient to satisfy (or to prevent an anticipated failure of) one of the tests set forth in Section 4.5(a). Such contribution shall be allocated
for the year (or at the end of the prior Plan Year if the prior year testing method is used) to each Non-Highly Compensated Participant electing salary reductions pursuant to Section 4.2 in equal amounts (per capita).



(5) A special Qualified Non-Elective Contribution may be made on behalf of
Non-Highly Compensated Participants in an amount sufficient to satisfy (or to prevent an anticipated failure of) one of the tests set forth in Section 4.5(a). Such contribution shall be allocated to the Non-Highly Compensated Participant having the
lowest 414(s) Compensation, until one of the tests set forth in Section 4.5(a) is satisfied (or is anticipated to be satisfied), or until such Non-Highly Compensated Participant has received the maximum annual addition pursuant to
Section 4.9. This process shall continue until one of the tests set forth in Section 4.5(a) is satisfied (or is anticipated to be satisfied).



Notwithstanding the above, at the Employers discretion, Non-Highly Compensated Participants who are not employed at the end of the
Plan Year (or at the end of the prior Plan Year if the prior year testing method is being used) shall not be eligible to receive a special Qualified Non-Elective Contribution and shall be disregarded.



Notwithstanding the above, if the testing method changes
from the current year testing method to the prior year testing method, then for purposes of preventing the double counting of Qualified Non-Elective Contributions for the first testing year for which the change is effective, any special Qualified
Non-Elective Contribution on behalf of Non-Highly Compensated Participants used to satisfy the Actual Deferral Percentage or Actual Contribution Percentage test under the current year testing method for the prior year testing
year shall be disregarded.



(c) If during a
Plan Year, it is projected that the aggregate amount of Elective Contributions to be allocated to all Highly Compensated Participants under this Plan would cause the Plan to fail the tests set forth in Section 4.5(a), then the Administrator may
automatically reduce the deferral amount of affected Highly Compensated Participants, beginning with the Highly Compensated Participant who has the highest deferral ratio until it is anticipated the Plan will pass the tests or until the actual
deferral ratio equals the actual deferral ratio of the Highly Compensated Participant having the next highest actual deferral ratio. This process may continue until it is anticipated that the Plan will satisfy one of the tests set forth in Section
4.5(a). Alternatively, the Employer may specify a maximum percentage of Compensation that may be deferred.



27



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(d) Any Excess Contributions (and Income) which are distributed on or after 2 1/2 months
after the end of the Plan Year shall be subject to the ten percent (10%) Employer excise tax imposed by Code Section 4979.



|4.7 | ACTUAL CONTRIBUTION PERCENTAGE TESTS
|--- | ------------------------------------



(a) The Actual Contribution Percentage for the Highly Compensated Participant group shall not exceed the greater of:



(1) 125 percent of such percentage for the Non-Highly
Compensated Participant group (for the preceding Plan Year if the prior year testing method is used to calculate the Actual Deferral Percentage for the Non-Highly Compensated Participant group); or



(2) the lesser of 200 percent of such percentage for the Non-Highly
Compensated Participant group (for the preceding Plan Year if the prior year testing method is used to calculate the Actual Deferral Percentage for the Non-Highly Compensated Participant group), or such percentage for the Non-Highly
Compensated Participant group (for the preceding Plan Year if the prior year testing method is used to calculate the Actual Deferral Percentage for the Non-Highly Compensated Participant group) plus 2 percentage points. However, to,
prevent the multiple use of the alternative method described in this paragraph and Code Section 401(m)(9)(A), any Highly Compensated Participant eligible to make elective deferrals pursuant to Section 4.2 or any other cash or deferred arrangement
maintained by the Employer or an Affiliated Employer and to make Employee contributions or to receive matching contributions under this Plan or under any plan maintained by the Employer or an Affiliated Employer shall have a combination of Elective
Contributions and Employer matching contributions reduced pursuant to Regulation 1.401(m)-2 and Section 4.8(a). The provisions of Code Section 401(m) and Regulations 1.401(m)-1(b) and 1.401(m)-2 are incorporated herein by reference.



(b) For the purposes of this Section and Section 4.8,
Actual Contribution Percentage for a Plan Year means, with respect to the Highly Compensated Participant group and Non-Highly Compensated Participant group (for the preceding Plan Year if the prior year testing method is used to
calculate the Actual Deferral Percentage for the Non-Highly Compensated Participant group), the average of the ratios (calculated separately for each Participant in each group and rounded to the nearest one-hundredth of one percent) of:



(1) the sum of Employer matching contributions made pursuant
to Section 4.1(b) on behalf of each such Participant for such Plan Year; to



(2) the Participants 414(s) Compensation for such Plan Year.



Notwithstanding the above, if the prior year testing method is used to calculate the Actual Contribution Percentage for the
Non-Highly Compensated Participant group for the first Plan Year of this amendment and restatement, for purposes of Section 4.7(a), the Actual Contribution Percentage for the Non-Highly Compensated Participant group for the preceding
Plan Year shall be determined pursuant to the provisions of the Plan then in effect.



28



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(c) For purposes of determining the Actual Contribution Percentage, only
Employer matching contributions contributed to the Plan prior to the end of the succeeding Plan Year shall be considered. In addition, the Administrator may elect to take into account, with respect to Employees eligible to have Employer matching
contributions pursuant to Section 4.1(b) allocated to their accounts, elective deferrals (as defined in Regulation 1.402(g)-1(b)) and qualified non-elective contributions (as defined in Code Section 401(m)(4)(C)) contributed to any plan maintained
by the Employer. Such elective deferrals and qualified non-elective contributions shall be treated as Employer matching contributions subject to Regulation 1.401(m)-1(b)(5) which is incorporated herein by reference. However, the Plan Year must be
the same as the plan year of the plan to which the elective deferrals and the qualified non-elective contributions are made.



(d) For purposes of this Section and Code Sections 401(a)(4), 410(b) and 401(m), this Plan may not be combined with any other plan.



(e) For purposes of Sections 4.7(a) and 4.8,
a Highly Compensated Participant and Non-Highly Compensated Participant shall include any Employee eligible to have Employer matching contributions (whether or not a deferral election was made or suspended) allocated to the Participants
account for the Plan Year.



Notwithstanding
the above, if the prior year testing method is used to calculate the Actual Contribution Percentage for the Non-Highly Compensated Participant group for the first Plan Year of this amendment and restatement, for the purposes of Section
4.7(a), a Non-Highly Compensated Participant shall include any such Employee eligible to have Employer matching contributions (whether or not a deferral election was made or suspended) allocated to the Participants account for the preceding
Plan Year pursuant to the provisions of the Plan then in effect.



(f) For the purpose of this Section, when calculating the Actual Contribution Percentage for the Non-Highly Compensated Participant group, the current year testing method shall be used. Any change from the
current year testing method to the prior year testing method shall be made pursuant to Internal Revenue Service Notice 98-1, Section VII (or superseding guidance), the provisions of which are incorporated herein by reference.



(g) Notwithstanding anything in this Section to the
contrary, the provisions of this Section and Section 4.8 may be applied separately (or will be applied separately to the extent required by Regulations) to each plan within the meaning of Regulation 1.401(k)-1(g)(11). Furthermore, the provisions of
Code Section 401(k)(3)(F) may be used to exclude from consideration all Non-Highly Compensated Employees who have not satisfied the minimum age and service requirements of Code Section 410(a)(1)(A).



|4.8 | ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS
|--- | --------------------------------------------------



(a) In the event (or if it is anticipated) that the Actual Contribution Percentage for the Highly Compensated Participant
group exceeds (or might exceed) the Actual Contribution Percentage for the Non-Highly Compensated Participant group pursuant to Section 4.7(a), the Administrator (on or before the fifteenth day of the third month following the end of the
Plan Year, but in no event later than the close of the following Plan Year) shall direct the Trustee to



29



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distribute to the Highly Compensated Participant having the largest dollar amount of contributions determined pursuant to Section 4.7(b)(1), the Vested
portion of such contributions (and Income allocable to such contributions) and, if forfeitable, forfeit such non-Vested Excess Aggregate Contributions attributable to Employer matching contributions (and Income allocable to such forfeitures) until
the total amount of Excess Aggregate Contributions has been distributed, or until the Participants remaining amount equals the amount of contributions determined pursuant to Section 4.7(b)(1) of the Highly Compensated Participant having the
second largest dollar amount of contributions. This process shall continue until the total amount of Excess Aggregate Contributions has been distributed.



If the correction of Excess Aggregate Contributions attributable to Employer matching contributions is not in proportion to the Vested and
non-Vested portion of such contributions, then the Vested portion of the Participants Account attributable to Employer matching contributions after the correction shall be subject to Section 7.5(j).



(b) Any distribution and/or forfeiture of less than the
entire amount of Excess Aggregate Contributions (and Income) shall be treated as a pro rata distribution and/or forfeiture of Excess Aggregate Contributions and Income. Distribution of Excess Aggregate Contributions shall be designated by the
Employer as a distribution of Excess Aggregate Contributions (and Income). Forfeitures of Excess Aggregate Contributions shall be treated in accordance with Section 4.4.



(c) Excess Aggregate Contributions, including forfeited matching contributions, shall be treated as Employer
contributions for purposes of Code Sections 404 and 415 even if distributed from the Plan.



Forfeited matching contributions that are reallocated to Participants Accounts for the Plan Year in which the forfeiture occurs
shall be treated as an annual addition pursuant to Section 4.9(b) for the Participants to whose Accounts they are reallocated and for the Participants from whose Accounts they are forfeited.



(d) The determination of the amount of Excess Aggregate
Contributions with respect to any Plan Year shall be made after first determining the Excess Contributions, if any, to be treated as after-tax voluntary Employee contributions due to recharacterization for the plan year of any other qualified cash
or deferred arrangement (as defined in Code Section 401(k)) maintained by the Employer that ends with or within the Plan Year.



(e) If during a Plan Year the projected aggregate amount of Employer matching contributions to be allocated to all Highly Compensated
Participants under this Plan would, by virtue of the tests set forth in Section 4.7(a), cause the Plan to fail such tests, then the Administrator may automatically reduce proportionately or in the order provided in Section 4.8(a) each affected
Highly Compensated Participants projected share of such contributions by an amount necessary to satisfy one of the tests set forth in Section 4.7(a).



(f) Notwithstanding the above, within twelve (12) months after the end of the Plan Year, the Employer may make a special Qualified
Non-Elective Contribution in accordance with one of the following provisions which contribution shall be allocated to the Participants Account of each Non-Highly Compensated



30



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Participant eligible to share in the allocation in accordance with such provision. The Employer shall provide the Administrator with written notification of
the amount of the contribution being made and for which provision it is being made pursuant to:



(1) A special Qualified Non-Elective Contribution may be made on behalf of Non-Highly Compensated Participants in an amount sufficient to satisfy (or to
prevent an anticipated failure of) one of the tests set forth in Section 4.7. Such contribution shall be allocated in the same proportion that each Non-Highly Compensated Participants 414(s) Compensation for the year (or prior year if the
prior year testing method is being used) bears to the total 414(s) Compensation of all Non-Highly Compensated Participants for such year.



(2) A special Qualified Non-Elective Contribution may be made on behalf of Non-Highly Compensated Participants in an amount sufficient to satisfy (or to
prevent an anticipated failure of) one of the tests set forth in Section 4.7. Such contribution shall be allocated in the same proportion that each Non-Highly Compensated Participant electing salary reductions pursuant to Section 4.2 in the same
proportion that each such Non-Highly Compensated Participants Deferred Compensation for the year (or at the end of the prior Plan Year if the prior year testing method is being used) bears to the total Deferred Compensation of all such
Non-Highly Compensated Participants for such year.



(3) A
special Qualified Non-Elective Contribution may be made on behalf of Non-Highly Compensated Participants in an amount sufficient to satisfy (or to prevent an anticipated failure of) one of the tests set forth in Section 4.7. Such contribution shall
be allocated in equal amounts (per capita).



(4) A special
Qualified Non-Elective Contribution may be made on behalf of Non-Highly Compensated Participants electing salary reductions pursuant to Section 4.2 in an amount sufficient to satisfy (or to prevent an anticipated failure of) one of the tests set
forth in Section 4.7. Such contribution shall be allocated for the year (or at the end of the prior Plan Year if the prior year testing method is used) to each Non-Highly Compensated Participant electing salary reductions pursuant to Section 4.2 in
equal amounts (per capita).



(5) A special Qualified
Non-Elective Contribution may be made on behalf of Non-Highly Compensated Participants in an amount sufficient to satisfy (or to prevent an anticipated failure of) one of the tests set forth in Section 4.7. Such contribution shall be allocated to
the Non-Highly Compensated Participant having the lowest 414(s) Compensation, until one of the tests set forth in Section 4.7 is satisfied (or is anticipated to be satisfied), or until such Non-Highly Compensated Participant has received the maximum
annual addition pursuant to Section 4.9. This process shall continue until one of the tests set forth in Section 4.7 is satisfied (or is anticipated to be satisfied).



Notwithstanding the above, at the Employers discretion, Non-Highly Compensated Participants who are
not employed at the end of the Plan Year (or at the end of the prior Plan Year if the prior year testing method is



31



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being used) shall not be eligible to receive a special Qualified Non-Elective Contribution and shall be disregarded.



Notwithstanding the above, if the testing method changes
from the current year testing method to the prior year testing method, then for purposes of preventing the double counting of Qualified Non-Elective Contributions for the first testing year for which the change is effective, any special Qualified
Non-Elective Contribution on behalf of Non-Highly Compensated Participants used to satisfy the Actual Deferral Percentage or Actual Contribution Percentage test under the current year testing method for the prior year testing
year shall be disregarded.



(g) Any Excess
Aggregate Contributions (and Income) which are distributed on or after 2 1/2 months after the end of the Plan Year shall be subject to the ten percent (10%) Employer excise tax imposed by Code Section 4979.



|4.9 | MAXIMUM ANNUAL ADDITIONS
|--- | ------------------------



(a) Notwithstanding the foregoing, for limitation year beginning after December 31, 1994, the maximum annual
additions credited to a Participants accounts for any limitation year shall equal the lesser of: (1) $30,000 adjusted annually as provided in Code Section 415(d) pursuant to the Regulations, or (2) twenty-five percent (25%)
of the Participants 415 Compensation for such  limitation year. If the Employer contribution that would otherwise be contributed or allocated to the Participants accounts would cause the annual
additions for the limitation year to exceed the maximum annual additions, the amount contributed or allocated will be reduced so that the annual additions for the  limitation year will equal the
maximum annual additions, and any amount in excess of the maximum annual additions, which would have been allocated to such Participant may be allocated to other Participants. For any short limitation year, the
dollar limitation in (1) above shall be reduced by a fraction, the numerator of which is the number of full months in the short limitation year and the denominator of which is twelve (12).



(b) For purposes of applying the limitations of Code Section
415,  annual additions means the sum credited to a Participants accounts for any  limitation year of (1) Employer contributions, (2) Employee contributions, (3) forfeitures, (4) amounts allocated, after March 31, 1984,
to an individual medical account, as defined in Code Section 415(l)(2) which is part of a pension or annuity plan maintained by the Employer and (5) amounts derived from contributions paid or accrued after December 31, 1985, in taxable years ending
after such date, which are attributable to post-retirement medical benefits allocated to the separate account of a key employee (as defined in Code Section 419A(d)(3)) under a welfare benefit plan (as defined in Code Section 419(e)) maintained by
the Employer. Except, however, the 415 Compensation percentage limitation referred to in paragraph (a)(2) above shall not apply to: (1) any contribution for medical benefits (within the meaning of Code Section 419A(f)(2)) after
separation from service which is otherwise treated as an annual addition, or (2) any amount otherwise treated as an annual addition under Code Section 415(l)(1).



(c) For purposes of applying the limitations of Code Section 415, the transfer of funds from one qualified
plan to another is not an annual addition. In



32



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addition, the following are not Employee contributions for the purposes of Section 4.9(b): (1) rollover contributions (as defined in Code Sections 402(a)(5),
403(a)(4), 403(b)(8) and 408(d)(3)); (2) repayments of loans made to a Participant from the Plan; (3) repayments of distributions received by an Employee pursuant to Code Section 411(a)(7)(B) (cash-outs); (4) repayments of distributions received by
an Employee pursuant to Code Section 411(a)(3)(D) (mandatory contributions); and (5) Employee contributions to a simplified employee pension excludable from gross income under Code Section 408(k)(6).



(d) For purposes of applying the limitations of Code Section
415, the  limitation year shall be the Plan Year.



(e) For the purpose of this Section, all qualified defined contribution plans (whether terminated or not) ever maintained by the Employer shall be treated as one defined contribution plan.



(f) For the purpose of this Section, if the Employer is a
member of a controlled group of corporations, trades or businesses under common control (as defined by Code Section 1563(a) or Code Section 414(b) and (c) as modified by Code Section 415(h)), is a member of an affiliated service group (as defined by
Code Section 414(m)), or is a member of a group of entities required to be aggregated pursuant to Regulations under Code Section 414(o), all Employees of such Employers shall be considered to be employed by a single Employer.



(g) For the purpose of this Section, if this Plan is a Code
Section 413(c) plan, each Employer who maintains this Plan will be considered to be a separate Employer.



(h)(1) If a Participant participates in more than one defined contribution plan maintained by the Employer which have different
Anniversary Dates, the maximum annual additions under this Plan shall equal the maximum annual additions for the limitation year minus any annual additions previously credited to such
Participants accounts during the limitation year.



(2) If a Participant participates in both a defined contribution plan subject to Code Section 412 and a defined contribution plan not subject to Code Section 412 maintained by the Employer which have the same Anniversary Date, annual
additions will be credited to the Participants accounts under the defined contribution plan subject to Code Section 412 prior to crediting annual additions to the Participants accounts under the defined contribution
plan not subject to Code Section 412.



(3) If a Participant
participates in more than one defined contribution plan not subject to Code Section 412 maintained by the Employer which have the same Anniversary Date, the maximum annual additions under this Plan shall equal the product of (A) the
maximum annual additions for the limitation year minus any annual additions previously credited under subparagraphs (1) or (2) above, multiplied by (B) a fraction (i) the numerator of which is the annual
additions which would be credited to such Participants accounts under this Plan without regard to the limitations of Code Section 415 and (ii) the denominator of which is such annual additions for all plans described in this
subparagraph.



33



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(i) Notwithstanding anything contained in this Section to the contrary, the limitations,
adjustments and other requirements prescribed in this Section shall at all times comply with the provisions of Code Section 415 and the Regulations thereunder.



|4.10 | ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS
|---- | -----------------------------------------



(a) If, as a result of a reasonable error in estimating a Participants 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 Participant under the limits of Section 4.9 or other facts and circumstances to which Regulation 1.415-6(b)(6) shall be applicable, the
annual additions under this Plan would cause the maximum annual additions to be exceeded for any Participant, the excess amount will be disposed of in one of the following manners, as uniformly determined by the
Administrator for all Participants similarly situated.



(1)
Any unmatched Deferred Compensation and, thereafter, proportionately from Deferred Compensation which is matched and matching contributions which relate to such Deferred Compensation, will be reduced to the extent they would reduce the excess
amount. The Deferred Compensation (and for limitation years beginning after December 31, 1995, any gains attributable to such Deferred Compensation) will be distributed to the Participant and the Employer matching contributions
(and for limitation years beginning after December 31, 1995, any gains attributable to such matching contributions) will be used to reduce the Employer contribution in the next limitation year;



(2) If, after the application of subparagraph (1) above, an excess
amount still exists, and the Participant is covered by the Plan at the end of the limitation year, the excess amount will be used to reduce the Employer contribution for such Participant in the next limitation
year, and each succeeding limitation year if necessary;



(3) If, after the application of subparagraph (1) above, an excess amount still exists, and the Participant is not covered by the Plan at the end of the limitation year, the excess
amount will be held unallocated in a Section 415 suspense account. The Section 415 suspense account will be applied to reduce future Employer contributions for all remaining Participants in the next limitation
year, and each succeeding limitation year if necessary;



(4) If a Section 415 suspense account is in existence at any time during the limitation year pursuant to this Section, it will not participate in the allocation of investment gains and losses
of the Trust Fund. If a Section 415 suspense account is in existence at any time during a particular limitation year, all amounts in the Section 415 suspense account must be allocated and reallocated to
Participants accounts, before any Employer contributions or any Employee contributions may be made to the Plan for that limitation year. Except as provided in (1) above, excess amounts may not be distributed to
Participants or Former Participants.



34



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(b) For purposes of this Article, excess amount for any Participant for a
limitation year shall mean the excess, if any, of (1) the annual additions which would be credited to the Participants account under the terms of the Plan without regard to the limitations of Code Section 415 over (2)
the maximum annual additions determined pursuant to Section 4.9.



(c) For purposes of this Section, Section 415 suspense account shall mean an unallocated account equal to the sum of excess amounts for all Participants in the Plan during the limitation
year.



|4.11 | ROLLOVERS AND PLAN-TO-PLAN TRANSFERS FROM QUALIFIED PLANS
|---- | ---------------------------------------------------------



(a) With the consent of the Administrator, amounts may be transferred (within the meaning of Code Section 414(l)) to this Plan from other
tax qualified plans under Code Section 401(a) by Eligible Employees, provided that the trust from which such funds are transferred permits the transfer to be made and the transfer will not jeopardize the tax exempt status of the Plan or Trust or
create adverse tax consequences for the Employer. Prior to accepting any transfers to which this Section applies, the Administrator may require an opinion of counsel that the amounts to be transferred meet the requirements of this Section. The
amounts transferred shall be set up in a separate account herein referred to as a Participants Transfer/Rollover Account. Furthermore, for vesting purposes, the Participant's portion of the Participants Transfer/Rollover Account
attributable to any transfer shall be subject to Section 7.4(b).



Except as permitted by Regulations (including Regulation 1.411(d)-4), amounts attributable to elective contributions (as defined in Regulation 1.401(k)-1(g)(3)), including amounts treated as elective contributions,
which are transferred from another qualified plan in a plan-to-plan transfer (other than a direct rollover) shall be subject to the distribution limitations provided for in Regulation 1.401(k)-1(d).



(b) With the consent of the Administrator, the Plan may
accept a rollover by Eligible Employees, provided the rollover will not jeopardize the tax exempt status of the Plan or create adverse tax consequences for the Employer. Prior to accepting any rollovers to which
this Section applies, the Administrator may require the Employee to establish (by providing opinion of counsel or otherwise) that the amounts to be rolled over to this Plan meet the requirements of this Section. The amounts rolled over shall be set
up in a separate account herein referred to as a Participants Transfer/Rollover Account. Such account shall be fully Vested at all times and shall not be subject to Forfeiture for any reason.



For purposes of this Section, the term qualified
plan shall mean any tax qualified plan under Code Section 401(a), or, any other plans from which distributions are eligible to be rolled over into this Plan pursuant to the Code. The term rollover means: (i) amounts transferred to
this Plan directly from another qualified plan; (ii) distributions received by an Employee from other qualified plans which are eligible for tax-free rollover to a qualified plan and which are transferred by the Employee to
this Plan within sixty (60) days following receipt thereof; (iii) amounts transferred to this Plan from a conduit individual retirement account provided that the conduit individual retirement account has no assets other than assets which (A) were
previously distributed to the Employee by another qualified plan (B) were eligible for tax-free rollover to a qualified plan



35



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and (C) were deposited in such conduit individual retirement account within sixty (60) days of receipt thereof; (iv) amounts distributed to the Employee from
a conduit individual retirement account meeting the requirements of clause (iii) above, and transferred by the Employee to this Plan within sixty (60) days of receipt thereof from such conduit individual retirement account; and (v) any other amounts
which are eligible to be rolled over to this Plan pursuant to the Code.



(c) Amounts in a Participants Transfer/Rollover Account shall be held by the Trustee pursuant to the provisions of this Plan and may not be withdrawn by, or distributed to the Participant, in whole or in part,
except as provided in Section 7.12 and paragraph (d) of this Section. The Trustee shall have no duty or responsibility to inquire as to the propriety of the amount, value or type of assets transferred, nor to conduct any due diligence with respect
to such assets; provided, however, that such assets are otherwise eligible to be held by the Trustee under the terms of this Plan.



(d) At such date when the Participant or the Participants Beneficiary shall be entitled to receive benefits, the Participants
Transfer/Rollover Account shall be used to provide additional benefits to the Participant or the Participants Beneficiary. Any distributions of amounts held in a Participants Transfer/Rollover Account shall be made in a manner which is
consistent with and satisfies the provisions of Section 7.5, including, but not limited to, all notice and consent requirements of Code Section 411(a)(11) and the Regulations thereunder. Furthermore, such amounts shall be considered as part of a
Participants benefit in determining whether an involuntary cash-out of benefits may be made without Participant consent.



(e) The Administrator may direct that Employee transfers and rollovers made after a Valuation Date be segregated into a separate account
for each Participant until such time as the allocations pursuant to this Plan have been made, at which time they may remain segregated or be invested as part of the general Trust Fund or be directed by the Participant pursuant to Section 4.12.



(f) This Plan shall not accept any direct or
indirect transfers (as that term is defined and interpreted under Code Section 401(a)(11) and the Regulations thereunder) from a defined benefit plan, money purchase plan (including a target benefit plan), stock bonus or profit sharing plan which
would otherwise have provided for a life annuity form of payment to the Participant.



(g) Notwithstanding anything herein to the contrary, a transfer directly to this Plan from another qualified plan (or a transaction having
the effect of such a transfer) shall only be permitted if it will not result in the elimination or reduction of any Section 411(d)(6) protected benefit as described in Section 8.1.



|4.12 | DIRECTED INVESTMENT ACCOUNT
|---- | ---------------------------



(a) Participants may, subject to Section 4.12(d) and a procedure established by the Administrator (the Participant Direction Procedures)
and applied in a uniform nondiscriminatory manner, direct the Trustee, in writing (or in such other form which is acceptable to the Trustee), to invest all or a portion of their individual account balances in specific assets, specific funds or other
investments permitted under the Plan and the Participant Direction Procedures. That portion of the interest of any Participant so directing will thereupon be considered a Participants Directed Account.



36



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(b) As of each Valuation Date, all Participant Directed Accounts shall be charged or
credited with the net earnings, gains, losses and expenses as well as any appreciation or depreciation in the market value using publicly listed fair market values when available or appropriate as follows:



(1) to the extent that the assets in a Participants Directed Account
are accounted for as pooled assets or investments, the allocation of earnings, gains and losses of each Participants Directed Account shall be based upon the total amount of funds so invested in a manner proportionate to the Participants
share of such pooled investment; and



(2) to the extent that
the assets in the Participants Directed Account are accounted for as segregated assets, the allocation of earnings, gains and losses from such assets shall be made on a separate and distinct basis.



(c) Investment directions will be processed as soon as
administratively practicable after proper investment directions are received from the Participant. No guarantee is made by the Plan, Employer, Administrator or Trustee that investment directions will be processed on a daily basis, and no guarantee
is made in any respect regarding the processing time of an investment direction. Notwithstanding any other provision of the Plan, the Employer, Administrator or Trustee reserves the right to not value an investment option on any given Valuation Date
for any reason deemed appropriate by the Employer, Administrator or Trustee. Furthermore, the processing of any investment transaction may be delayed for any legitimate business reason (including, but not limited to, failure of systems or computer
programs, failure of the means of the transmission of data, force majeure, the failure of a service provider to timely receive values or prices, and correction for errors or omissions or the errors or omissions of any service provider). The
processing date of a transaction will be binding for all purposes of the Plan and considered the applicable Valuation Date for an investment transaction.



(d) Each Qualified Participant may elect within ninety (90) days after the close of each Plan Year during the Qualified
Election Period to direct the Trustee in writing as to the distribution in cash and/or Company Stock of 25 percent of the total number of shares of Company Stock acquired by or contributed to the Plan that have ever been allocated to such
Qualified Participants Company Stock Account (reduced by the number of shares of Company Stock previously distributed in cash and/or Company Stock pursuant to a prior election). In the case of the election year in which the last
election can be made by the Participant, the preceding sentence shall be applied by substituting 50 percent for 25 percent. If the Qualified Participant elects to direct the Trustee as to the distribution of the
Participants Company Stock Account, such direction shall be effective no later than 180 days after the close of the Plan Year to which such direction applies. Any such distribution of Company Stock shall be subject to Section 7.11.



Notwithstanding the above, if the fair market value
(determined pursuant to Section 6.1 at the Plan Valuation Date immediately preceding the first day on which a Qualified Participant is eligible to make an election) of Company Stock acquired by or contributed to the Plan and allocated to
a Qualified Participants Company Stock Account is $500 or less, then such



37



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Company Stock shall not be subject to this paragraph. For purposes of determining whether the fair market value exceeds $500, Company Stock held in accounts
of all employee stock ownership plans (as defined in Code Section 4975(e)(7)) and tax credit employee stock ownership plans (as defined in Code Section 409(a)) maintained by the Employer or any Affiliated Employer shall be considered as held by the
Plan.



(e) For the purposes of this Section
the following definitions shall apply:



(1) Qualified
Participant means any Participant or Former Participant who has completed ten (10) whole year Periods of Service as a Participant and has attained age 55.



(2) Qualified Election Period means the six (6) Plan Year period beginning with the first Plan Year in which the
Participant first became a Qualified Participant.



|4.13 | QUALIFIED MILITARY SERVICE
|---- | --------------------------



Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service will be provided in accordance with Code Section 414(u).



ARTICLE V

FUNDING AND INVESTMENT POLICY



|5.1 | INVESTMENT POLICY
|--- | -----------------



(a) The Plan is designed to invest primarily in Company Stock.



(b) With due regard to subparagraph (a) above, the Administrator may also direct the Trustee to invest funds
under the Plan in other property described in the Trust or in life insurance policies to the extent permitted by subparagraph (c) below, or the Trustee may hold such funds in cash or cash equivalents.



(c) With due regard to subparagraph (a) above, the
Administrator may also direct the Trustee to invest funds under the Plan in insurance policies on the life of any keyman Employee. The proceeds of a keyman insurance policy may not be used for the repayment of any
indebtedness owed by the Plan which is secured by Company Stock. In the event any keyman insurance is purchased by the Trustee, the premiums paid thereon during any Plan Year, net of any policy dividends and increases in cash surrender
values, shall be treated as the cost of Plan investment and any death benefit or cash surrender value received shall be treated as proceeds from an investment of the Plan.



(d) The Plan may not obligate itself to acquire Company Stock from a particular holder thereof at an
indefinite time determined upon the happening of an event such as the death of the holder.



(e) The Plan may not obligate itself to acquire Company Stock under a put option binding upon the Plan. However, at the time a put option
is exercised, the Plan may be given an option to assume the rights and obligations of the Employer under a put option binding upon the Employer.



38



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(f) All purchases of Company Stock shall be made at a price which, in the judgment of the
Administrator, does not exceed the fair market value thereof. All sales of Company Stock shall be made at a price which, in the judgment of the Administrator, is not less than the fair market value thereof. The valuation rules set forth in Article
VI shall be applicable.



|5.2 | TRANSACTIONS INVOLVING COMPANY STOCK
|--- | ------------------------------------



(a) No portion of the Trust Fund attributable to (or allocable in lieu of) Company Stock acquired by the Plan in a sale to which Code
Section 1042 applies may accrue or be allocated directly or indirectly under any plan maintained by the Employer meeting the requirements of Code Section 401(a):



(1) during the Nonallocation Period, for the benefit of



(i) any taxpayer who makes an election under Code Section 1042(a) with
respect to Company Stock,



(ii) any individual who is related
to the taxpayer (within the meaning of Code Section 267(b)), or



(2) for the benefit of any other person who owns (after application of Code Section 318(a) applied without regard to the employee trust exception in Code Section 318(a)(2)(B)(i)) more than 25 percent of



(i) any class of outstanding stock of the Employer or Affiliated Employer
which issued such Company Stock, or



(ii) the total value of
any class of outstanding stock of the Employer or Affiliated Employer.



(b) Except, however, subparagraph (a)(1)(ii) above shall not apply to lineal descendants of the taxpayer, provided that the aggregate amount allocated to the benefit of all such lineal descendants during the
Nonallocation Period does not exceed more than five (5) percent of the Company Stock (or amounts allocated in lieu thereof) held by the Plan which are attributable to a sale to the Plan by any person related to such descendants (within
the meaning of Code Section 267(c)(4)) in a transaction to which Code Section 1042 is applied.



(c) A person shall be treated as failing to meet the stock ownership limitation under paragraph (a)(2) above if such person fails such
limitation:



(1) at any time during the one (1) year period
ending on the date of sale of Company Stock to the Plan, or



(2) on the date as of which Company Stock is allocated to Participants in the Plan.



(d) For purposes of this Section, Nonallocation Period means the period beginning on the date of the sale of the Company Stock
and ending on the date which is ten (10) years after the date of sale.



39



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ARTICLE VI

VALUATIONS



|6.1 | VALUATION OF THE TRUST FUND
|--- | ---------------------------



The Administrator shall direct the Trustee, as of each Valuation Date, to determine the net worth of the assets comprising the Trust Fund as it exists on
the Valuation Date. In determining such net worth, the Trustee shall value the assets comprising the Trust Fund at their fair market value (or their contractual value in the case of a Contract or Policy) as of the Valuation Date and shall deduct all
expenses for which the Trustee has not yet obtained reimbursement from the Employer or the Trust Fund. The Trustee may update the value of any shares held in the Participant Directed Account by reference to the number of shares held by that
Participant, priced at the market value as of the Valuation Date.



|6.2 | METHOD OF VALUATION
|--- | -------------------



Valuations must be made in good faith and based on all relevant factors for determining the fair market value of securities. In the case of a transaction
between a Plan and a disqualified person, value must be determined as of the date of the transaction. For all other Plan purposes, value must be determined as of the most recent Valuation Date under the Plan. An independent appraisal will not in
itself be a good faith determination of value in the case of a transaction between the Plan and a disqualified person. However, in other cases, a determination of fair market value based on at least an annual appraisal independently arrived at by a
person who customarily makes such appraisals and who is independent of any party to the transaction will be deemed to be a good faith determination of value. Company Stock not readily tradeable on an established securities market shall be valued by
an independent appraiser meeting requirements similar to the requirements of the Regulations prescribed under Code Section 170(a)(1).



ARTICLE VII

DETERMINATION AND DISTRIBUTION OF
BENEFITS



|7.1 | DETERMINATION OF BENEFITS UPON RETIREMENT
|--- | -----------------------------------------



Every Participant may terminate employment with the Employer and retire for the purposes hereof on the Participants Normal Retirement Date. However,
a Participant may postpone the termination of employment with the Employer to a later date, in which event the participation of such Participant in the Plan, including the right to receive allocations pursuant to Section 4.4, shall continue until
such Participants Late Retirement Date. Upon a Participants Retirement Date, or as soon thereafter as is practicable, the Trustee shall distribute, at the election of the Participant, all amounts credited to such Participants
Combined Account in accordance with Sections 7.5 and 7.6.



|7.2 | DETERMINATION OF BENEFITS UPON DEATH
|--- | ------------------------------------



(a) Upon the death of a Participant before the Participants Retirement Date or other termination of employment, all amounts credited
to such Participants Combined Account shall become fully Vested. If elected, distribution of the Participants Combined Account shall commence not later than one (1) year after the close of the Plan Year in which such Participants
death occurs. The Administrator shall direct the Trustee, in accordance with the provisions of Sections 7.5 and 7.6, to distribute the value of the deceased Participants accounts to the Participants Beneficiary.



40



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(b) Upon the death of a Former Participant, the Administrator shall direct the Trustee,
in accordance with the provisions of Sections 7.5 and 7.6, to distribute any remaining Vested amounts credited to the accounts of a deceased Former Participant to such Former Participants Beneficiary.



(c) Any security interest held by the Plan by reason of an
outstanding loan to the Participant or Former Participant shall be taken into account in determining the amount of the death benefit.



(d) The Administrator may require such proper proof of death and such evidence of the right of any person to receive payment of the value
of the account of a deceased Participant or Former Participant as the Administrator may deem desirable. The Administrators determination of death and of the right of any person to receive payment shall be conclusive.



(e) The Beneficiary of the death benefit payable pursuant to
this Section shall be the Participants spouse. Except, however, the Participant may designate a Beneficiary other than the spouse if:



(1) the spouse has waived the right to be the Participants Beneficiary, or



(2) the Participant is legally separated or has been abandoned (within the meaning of local law) and the Participant has a
court order to such effect (and there is no qualified domestic relations order as defined in Code Section 414(p) which provides otherwise), or



(3) the Participant has no spouse, or



(4) the spouse cannot be located.



In such event, the designation of a Beneficiary shall be made on a form satisfactory to the Administrator. A Participant may at any time
revoke a designation of a Beneficiary or change a Beneficiary by filing written (or in such other form as permitted by the Internal Revenue Service) notice of such revocation or change with the Administrator. However, the Participants spouse
must again consent in writing (or in such other form as permitted by the Internal Revenue Service) to any change in Beneficiary unless the original consent acknowledged that the spouse had the right to limit consent only to a specific Beneficiary
and that the spouse voluntarily elected to relinquish such right.



(f) In the event no valid designation of Beneficiary exists, or if the Beneficiary is not alive at the time of the Participants death, the death benefit will be paid in the following order of priority to:



(1) the Participants surviving spouse;



(2) the Participants estate.



If the Beneficiary does not predecease the Participant, but
dies prior to distribution of the death benefit, the death benefit will be paid to the Beneficiarys estate.



41



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(g) Any consent by the Participants spouse to waive any rights to the death benefit
must be in writing (or in such other form as permitted by the Internal Revenue Service), must acknowledge the effect of such waiver, and be witnessed by a Plan representative or a notary public. Further, the spouses consent must be irrevocable
and must acknowledge the specific nonspouse Beneficiary.



(h) Upon the death of a Participant before any insurance coverage to which the Participant is entitled under the Plan is effected, the death benefit from such insurance coverage shall be limited to the standard rated
premium which was or should have been used for such purpose.



|7.3 | DETERMINATION OF BENEFITS IN EVENT OF DISABILITY
|--- | ------------------------------------------------



In the event of a Participants Total and Permanent Disability prior to the Participants Retirement Date or other termination of employment,
all amounts credited to such Participants Combined Account shall become fully Vested. In the event of a Participants Total and Permanent Disability, the Administrator, in accordance with the provisions of Sections 7.5 and 7.6, shall
direct the distribution to such Participant of all Vested amounts credited to such Participants Combined Account. If such Participant elects, distribution shall commence not later than one (1) year after the close of the Plan Year in which
Total and Permanent Disability occurs.



|7.4 | DETERMINATION OF BENEFITS UPON TERMINATION
|--- | ------------------------------------------



(a) If a Participants employment with the Employer is terminated for any reason other than death, Total and Permanent Disability or
retirement, then such Participant shall be entitled to such benefits as are provided hereinafter pursuant to this Section 7.4.



If a portion of a Participants Account is forfeited, Company Stock allocated to the Participants Company Stock Account must be
forfeited only after the Participants Other Investments Account has been depleted. If interest in more than one class of Company Stock has been allocated to a Participants Account, the Participant must be treated as forfeiting the same
proportion of each such class.



Regardless of
whether distributions in kind are permitted, in the event that the amount of the Vested portion of the Terminated Participants Combined Account equals or exceeds the fair market value of any insurance Contracts, the Trustee, when so directed
by the Administrator and agreed to by the Terminated Participant, shall assign, transfer, and set over to such Terminated Participant all Contracts on such Terminated Participants life in such form or with such endorsements, so that the
settlement options and forms of payment are consistent with the provisions of Section 7.5. In the event that the Terminated Participants Vested portion does not at least equal the fair market value of the Contracts, if any, the Terminated
Participant may pay over to the Trustee the sum needed to make the distribution equal to the value of the Contracts being assigned or transferred, or the Trustee, pursuant to the Participants election, may borrow the cash value of the
Contracts from the insurer so that the value of the Contracts is equal to the Vested portion of the Terminated Participants Combined Account and then assign the Contracts to the Terminated Participant.



42



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Distribution of the funds due to a Terminated Participant shall be made on the occurrence
of an event which would result in the distribution had the Terminated Participant remained in the employ of the Employer (upon the Participants death, Total and Permanent Disability or Normal Retirement). However, at the election of the
Participant, the Administrator shall direct the Trustee that the entire Vested portion of the Terminated Participants Combined Account to be payable to such Terminated Participant. Any distribution under this paragraph shall be made in a
manner which is consistent with and satisfies the provisions of Section 7.5 and 7.6, including, but not limited to, all notice and consent requirements of Code Section 411(a)(11) and the Regulations thereunder.



If the value of a Terminated Participants Vested
benefit derived from Employer and Employee contributions does not exceed $5,000 ($3,500 for Plan Years beginning prior to January 1, 2002), then the Administrator shall direct the Trustee to cause the entire Vested benefit to be paid to such
Participant in a single lump sum.



(b) The
Vested portion of any Participants Account attributable to contributions other than Qualified Non-Elective Contributions and any contributions made under Section 4.1(b) shall be a percentage of the total amount credited to the
Participants Account determined on the basis of the Participants number of whole year Periods of Service according to the following schedule:



Vesting Schedule



|                   |  |            |  
|------------------ |  | ---------- | -
|Periods of Service |  | Percentage |  
|1                  |  | 0          | %
|2                  |  | 40         | %
|3                  |  | 60         | %
|4                  |  | 80         | %
|5                  |  | 100        | %



(c)
The Vested portion of any Participants Account attributable to contributions made under Section 4.1(b) shall be a percentage of the total amount credited to the Participants Account determined on the basis of the Participants
number of whole year Periods of Service according to the following schedule:



Vesting Schedule



|                   |  |            |  
|------------------ |  | ---------- | -
|Periods of Service |  | Percentage |  
|2                  |  | 0          | %
|3                  |  | 40         | %
|4                  |  | 60         | %
|5                  |  | 80         | %
|6                  |  | 100        | %



(d)
Notwithstanding the vesting schedules in subsections (b) and (c) above, the Vested percentage of a Participants Account shall not be less than the Vested percentage attained as of the later of the effective date or adoption date of this
amendment and restatement.



(e)
Notwithstanding the vesting schedules in subsections (b) and (c) above, upon the complete discontinuance of the Employer contributions to the



43



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Plan or upon any full or partial termination of the Plan, all amounts then credited to the account of any affected Participant shall become 100% Vested and
shall not thereafter be subject to Forfeiture.



(f) The computation of a Participants nonforfeitable percentage of such Participants interest in the Plan shall not be reduced as the result of any direct or indirect amendment to this Plan. In the event that the Plan is amended
to change or modify any vesting schedule, or if the Plan is amended in any way that directly or indirectly affects the computation of the Participants nonforfeitable percentage, or if the Plan is deemed amended by an automatic change to a top
heavy vesting schedule then each Participant with at least three (3) whole year Periods of Service as of the expiration date of the election period may elect to have such Participants nonforfeitable percentage computed under the Plan without
regard to such amendment or change. If a Participant fails to make such election, then such Participant shall be subject to the new vesting schedule. The Participants election period shall commence on the adoption date of the amendment and
shall end sixty (60) days after the latest of:



(1) the
adoption date of the amendment,



(2) the effective date of the
amendment, or



(3) the date the Participant receives written
notice of the amendment from the Employer or Administrator.



|7.5 | DISTRIBUTION OF BENEFITS
|--- | ------------------------



(a) The Administrator, pursuant to the election of the Participant, shall direct the Trustee to distribute to a Participant or such
Participants Beneficiary any amount to which the Participant is entitled under the Plan in one or more of the following methods:



(1) One lumpsum payment.



(2) Payments over a period certain in monthly, quarterly, semiannual, or annual installments. The period over which such payment is to be made shall not
extend beyond the earlier of the Participants life expectancy (or the life expectancy of the Participant and the Participants designated Beneficiary) or the limited distribution period provided for in Section 7.5(b).



(b) Unless the Participant elects in writing (or such other
form as permitted by the Internal Revenue Service) a longer distribution period, distributions to a Participant or the Participants Beneficiary attributable to Company Stock shall be in substantially equal monthly, quarterly, semiannual, or
annual installments over a period not longer than five (5) years. In the case of a Participant with an account balance attributable to Company Stock in excess of $500,000, the five (5) year period shall be extended one (1) additional year (but not
more than five (5) additional years) for each $100,000 or fraction thereof by which such balance exceeds $500,000. The dollar limits shall be adjusted at the same time and in the same manner as provided in Code Section 415(d).



44



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(c) Any distribution to a Participant who has a benefit which exceeds $5,000 ($3,500 for
Plan Years beginning prior to January 1, 2002), shall require such Participants written (or in such other form as permitted by the Internal Revenue Service) consent if such distribution commences prior to the time the benefit is
immediately distributable. A benefit is immediately distributable if any part of the benefit could be distributed to the Participant (or surviving spouse) before the Participant attains (or would have attained if not
deceased) the later of the Participants Normal Retirement Age or age 62. With regard to this required consent:



(1) The Participant must be informed of the right to defer receipt of the distribution. If a Participant fails to consent, it shall be deemed an election
to defer the commencement of payment of any benefit. However, any election to defer the receipt of benefits shall not apply with respect to distributions which are required under Section 7.5(f).



(2) Notice of the rights specified under this paragraph shall be provided no
less than thirty (30) days and no more than ninety (90) days before the date the distribution commences.



(3) Written (or such other form as permitted by the Internal Revenue Service) consent of the Participant to the distribution must not be made before the
Participant receives the notice and must not be made more than ninety (90) days before the date the distribution commences.



(4) No consent shall be valid if a significant detriment is imposed under the Plan on any Participant who does not consent to the distribution.



Any such distribution may commence less than
thirty (30) days after the notice required under Regulation 1.411(a)-11(c) is given, provided that: (1) the Administrator clearly informs the Participant that the Participant has a right to a period of at least thirty (30) days after receiving the
notice to consider the decision of whether or not to elect a distribution (and, if applicable, a particular distribution option), and (2) the Participant, after receiving the notice, affirmatively elects a distribution.



(d) Notwithstanding anything herein to the contrary, the
Administrator may direct that cash dividends on shares of Company Stock allocable to Participants Company Stock Accounts be:



(1) Paid by the Employer directly in cash to the Participants in the Plan or their Beneficiaries.



(2) Paid to the Plan and distributed in cash to Participants in the Plan or
their Beneficiaries no later than ninety (90) days after the close of the Plan Year in which paid.



(3) Allocated to Participants Other Investment Accounts.



(e) Any part of a Participants benefit which is retained in the Plan after the Anniversary Date on which the Participants
participation ends will continue to be treated as a Company Stock Account or as an Other Investments Account (subject to Section 7.4(a)) as provided in Article IV. However, neither account will be credited with any further Employer contributions.



45



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(f) Notwithstanding any provision in the Plan to the contrary, the distribution of a
Participants benefits shall be made in accordance with the following requirements and shall otherwise comply with Code Section 401(a)(9) and the Regulations thereunder (including Regulation 1.401(a)(9)-2), the provisions of which are
incorporated herein by reference:



(1) A Participants
benefits shall be distributed or must begin to be distributed not later than April 1st of the calendar year following the later of (i) the calendar year in which the Participant attains age 70 1/2 or (ii) the calendar year in which the Participant
retires, provided, however, that this clause (ii) shall not apply in the case of a Participant who is a five (5) percent owner at any time during the Plan Year ending with or within the calendar year in which such owner attains age 70
1/2. Such distributions shall be equal to or greater than any required distribution.



Alternatively, distributions to a Participant must begin no later than the applicable April 1st as determined under the preceding paragraph and must be made over a period certain measured by the life expectancy of the
Participant (or the life expectancies of the Participant and the Participants designated Beneficiary) in accordance with Regulations.



(2) Distributions to a Participant and the Participants Beneficiaries shall only be made in accordance with the incidental death benefit
requirements of Code Section 401(a)(9)(G) and the Regulations thereunder.



With respect to distributions under the Plan made for calendar years beginning on or after January 1, 2002, the Plan will apply the minimum distribution requirements of Code Section 401(a)(9) in accordance with the
Regulations under Code Section 401(a)(9) that were proposed on January 17, 2001, notwithstanding any provision of the Plan to the contrary. This amendment shall continue in effect until the end of the last calendar year beginning before the
effective date of final Regulations under Code Section 401(a)(9) or such other date specified in guidance published by the Internal Revenue Service.



(g) Notwithstanding any provision in the Plan to the contrary, distributions upon the death of a Participant shall be made in accordance
with the following requirements and shall otherwise comply with Code Section 401(a)(9) and the Regulations thereunder. If it is determined, pursuant to Regulations, that the distribution of a Participants interest has begun and the Participant
dies before the entire interest has been distributed, the remaining portion of such interest shall be distributed at least as rapidly as under the method of distribution selected pursuant to Section 7.5 as of the date of death. If a Participant dies
before receiving any distributions of the interest in the Plan or before distributions are deemed to have begun pursuant to Regulations, then the death benefit shall be distributed to the Participants Beneficiaries by December 31st of the
calendar year in which the fifth anniversary of the Participants date of death occurs.



However, the 5-year distribution requirement of the preceding paragraph shall not apply to any portion of the deceased Participants
interest which is payable to or for the benefit of a designated Beneficiary. In such event, such portion shall be distributed over a period not extending beyond the life expectancy of such designated Beneficiary provided such distribution begins not
later than December 31st of the calendar year immediately following the calendar



46



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year in which the Participant died. However, in the event the Participants spouse (determined as of the date of the Participants death) is the
designated Beneficiary, the requirement that distributions commence within one year of a Participants death shall not apply. In lieu thereof, distributions must commence on or before the later of: (1) December 31st of the calendar year
immediately following the calendar year in which the Participant died; or (2) December 31st of the calendar year in which the Participant would have attained age 70 1/2. If the surviving spouse dies before distributions to such spouse begin, then
the 5-year distribution requirement of this Section shall apply as if the spouse was the Participant.



(h) For purposes of this Section, the life expectancy of a Participant and a Participants spouse shall not be redetermined in
accordance with Code Section 401(a)(9)(D). Life expectancy and joint and last survivor expectancy shall be computed using the return multiples in Tables V and VI of Regulation 1.72-9.



(i) Except as limited by Sections 7.5 and 7.6, whenever the Trustee is to make a distribution or to commence
a series of payments, the distribution or series of payments may be made or begun on such date or as soon thereafter as is practicable. However, unless a Former Participant elects in writing to defer the receipt of benefits (such election may not
result in a death benefit that is more than incidental), the payment of benefits shall begin not later than the sixtieth (60th) day after the close of the Plan Year in which the latest of the following events occurs:



(1) the date on which the Participant attains the earlier of age 65 or the
Normal Retirement Age specified herein;



(2) the tenth (10th)
anniversary of the year in which the Participant commenced participation in the Plan; or



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



(j) If a distribution is made to a Participant who has not severed employment and who is not fully Vested in the Participants
Account and the Participant may increase the Vested percentage in such account, then, at any relevant time the Participants Vested portion of the account will be equal to an amount (X) determined by the formula:



X equals P (AB plus D) - D



For purposes of applying the formula: P is the Vested
percentage at the relevant time, AB is the account balance at the relevant time, and D is the amount of distribution.



|7.6 | HOW PLAN BENEFIT WILL BE DISTRIBUTED
|--- | ------------------------------------



(a) Distribution of a Participants benefit may be made in cash or Company Stock or both, provided, however, that if a Participant or
Beneficiary so demands, such benefit shall be distributed only in the form of Company Stock. Prior to making a distribution of benefits, the Administrator shall advise the Participant or the Participants Beneficiary, in writing (or such other
form as permitted by the Internal Revenue Service), of the right to demand that benefits be distributed solely in Company Stock.



47



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(b) If a Participant or Beneficiary demands that benefits be distributed solely in
Company Stock, distribution of a Participants benefit will be made entirely in whole shares or other units of Company Stock. Any balance in a Participants Other Investments Account will be applied to acquire for distribution the maximum
number of whole shares or other units of Company Stock at the then fair market value. Any fractional unit value unexpended will be distributed in cash. If Company Stock is not available for purchase by the Trustee, then the Trustee shall hold such
balance until Company Stock is acquired and then make such distribution, subject to Sections 7.5(i) and 7.5(f).



(c) The Trustee will make distribution from the Trust only on instructions from the Administrator.



(d) Notwithstanding anything contained herein to the
contrary, if the Employer charter or by-laws restrict ownership of substantially all shares of Company Stock to Employees and the Trust Fund, as described in Code Section 409(h)(2)(B)(ii)(l), then the Administrator shall distribute a
Participants Combined Account entirely in cash without granting the Participant the right to demand distribution in shares of Company Stock.



(e) Except as otherwise provided herein, Company Stock distributed by the Trustee may be restricted as to sale or transfer by the by-laws
or articles of incorporation of the Employer, provided restrictions are applicable to all Company Stock of the same class. If a Participant is required to offer the sale of Company Stock to the Employer before offering to sell Company Stock to a
third party, in no event may the Employer pay a price less than that offered to the distributee by another potential buyer making a bona fide offer and in no event shall the Trustee pay a price less than the fair market value of the Company Stock.



|7.7 | DISTRIBUTION FOR MINOR OR INCOMPETENT BENEFICIARY
|--- | -------------------------------------------------



In the event a distribution is to be made to a minor or incompetent Beneficiary, then the Administrator may direct that such distribution be paid to the
legal guardian, or if none in the case of a minor Beneficiary, to a parent of such Beneficiary or a responsible adult with whom the Beneficiary maintains residence, or to the custodian for such Beneficiary under the Uniform Gift to Minors Act or
Gift to Minors Act, if such is permitted by the laws of the state in which said Beneficiary resides. Such a payment to the legal guardian, custodian or parent of a minor Beneficiary shall fully discharge the Trustee, Employer, and Plan from further
liability on account thereof.



|7.8 | LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN
|--- | ----------------------------------------------



In the event that all, or any portion, of the distribution payable to a Participant or Beneficiary hereunder shall, at the later of the Participants
attainment of age 62 or Normal Retirement Age, remain unpaid solely by reason of the inability of the Administrator, after sending a registered letter, return receipt requested, to the last known address, and after further diligent effort, to
ascertain the whereabouts of such Participant or Beneficiary, the amount so distributable shall be treated as a Forfeiture pursuant to the Plan. Notwithstanding the foregoing, if the value of a Participants Vested benefit derived from Employer
and Employee contributions does not exceed $5,000 ($3,500 for Plan Years beginning prior to January 1, 2002), then the amount distributable may, in the sole discretion of the Administrator, either be treated as a Forfeiture, or be paid directly to
an individual retirement account described in Code Section



48



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408(a) or individual retirement annuity described in Code Section 408(b) at the time it is determined that the whereabouts of the Participant or the
Participants Beneficiary cannot be ascertained. In the event a Participant or Beneficiary is located subsequent to the Forfeiture, such benefit shall be restored, first from Forfeitures, if any, and then from an additional Employer
contribution if necessary. However, regardless of the preceding, a benefit which is lost by reason of escheat under applicable state law is not treated as a Forfeiture for purposes of this Section nor as an impermissible forfeiture under the Code.



|7.9 | RIGHT OF FIRST REFUSALS
|--- | -----------------------



(a) If any Participant, the Participants Beneficiary or any other person to whom shares of Company Stock are distributed from the
Plan (the Selling Participant) shall, at any time, desire to sell some or all of such shares (the Offered Shares) to a third party (the Third Party), the Selling Participant shall give written notice of such
desire to the Employer and the Administrator, which notice shall contain the number of shares offered for sale, the proposed terms of the sale and the names and addresses of both the Selling Participant and Third Party. Both the Trust Fund and the
Employer shall each have the right of first refusal for a period of fourteen (14) days from the date the Selling Participant gives such written notice to the Employer and the Administrator (such fourteen(14) day period to run concurrently against
the Trust Fund and the Employer) to acquire the Offered Shares. As between the Trust Fund and the Employer, the Trust Fund shall have priority to acquire the shares pursuant to the right of first refusal. The selling price and terms shall be the
same as offered by the Third Party.



(b) If
the Trust Fund and the Employer do not exercise their right of first refusal within the required fourteen (14) day period provided above, the Selling Participant shall have the right, at any time following the expiration of such fourteen (14) day
period, to dispose of the Offered Shares to the Third Party; provided, however, that (i) no disposition shall be made to the Third Party on terms more favorable to the Third Party than those set forth in the written notice delivered by the Selling
Participant above, and (ii) if such disposition shall not be made to a third party on the terms offered to the Employer and the Trust Fund, the offered Shares shall again be subject to the right of first refusal set forth above.



(c) The closing pursuant to the exercise of the right of
first refusal under Section 7.9(a) above shall take place at such place agreed upon between the Administrator and the Selling Participant, but not later than ten (10) days after the Employer or the Trust Fund shall have notified the Selling
Participant of the exercise of the right of first refusal. At such closing, the Selling Participant shall deliver certificates representing the Offered Shares duly endorsed in blank for transfer, or with stock powers attached duly executed in blank
with all required transfer tax stamps attached or provided for, and the Employer or the Trust Fund shall deliver the purchase price, or an appropriate portion thereof, to the Selling Participant.



49



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|7.10 | STOCK CERTIFICATE LEGEND
|---- | ------------------------



Certificates for shares distributed pursuant to the Plan shall contain the following legend:



The shares represented by this certificate are transferable only upon compliance with the terms of 1ST CENTENNIAL BANK
EMPLOYEE STOCK OWNERSHIP PLAN (WITH 401(K) PROVISIONS) effective as of August 1, 2004, which grants to 1st Centennial Bank a right of first refusal, a copy of said Plan being on file in the office of the Company.



|7.11 | PUT OPTION
|---- | ----------



(a) If Company Stock is distributed to a Participant and such Company Stock is not readily tradeable on an established securities market,
a Participant has a right to require the Employer to repurchase the Company Stock distributed to such Participant under a fair valuation formula. Such Stock shall be subject to the provisions of Section 7.11(b).



(b) The put option must be exercisable only by a
Participant, by the Participants donees, or by a person (including an estate or its distributee) to whom the Company Stock passes by reason of a Participants death. (Under this paragraph Participant or Former Participant means a
Participant or Former Participant and the beneficiaries of the Participant or Former Participant under the Plan.) The put option must permit a Participant to put the Company Stock to the Employer. Under no circumstances may the put option bind the
Plan. However, it shall grant the Plan an option to assume the rights and obligations of the Employer at the time that the put option is exercised. If it is known at the time a loan is made that Federal or State law will be violated by the Employer
honoring such put option, the put option must permit the Company Stock to be put, in a manner consistent with such law, to a third party (e.g., an affiliate of the Employer or a shareholder other than the Plan) that has substantial net worth at the
time the loan is made and whose net worth is reasonably expected to remain substantial.



The put option shall commence as of the day following the date the Company Stock is distributed to the Former Participant and end sixty
(60) days thereafter and if not exercised within such sixty (60) day period, an additional sixty (60) day option shall commence on the first day of the fifth month of the Plan Year next following the date the stock was distributed to the Former
Participant (or such other sixty (60) day period as provided in Regulations). However, in the case of Company Stock that is publicly traded without restrictions when distributed but ceases to be so traded within either of the sixty (60) day periods
described herein after distribution, the Employer must notify each holder of such Company Stock in writing on or before the tenth day after the date the Company Stock ceases to be so traded that for the remainder of the applicable sixty (60) day
period the Company Stock is subject to the put option. The number of days between the tenth day and the date on which notice is actually given, if later than the tenth day, must be added to the duration of the put option. The notice must inform
distributees of the term of the put options that they are to hold. The terms must satisfy the requirements of this paragraph.



The put option is exercised by the holder notifying the Employer in writing that the put option is being exercised; the notice shall state
the name and address of the holder and the number of shares to be sold. The period during



50



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which a put option is exercisable does not include any time when a distributee is unable to exercise it because the party bound by the put option is
prohibited from honoring it by applicable Federal or State law. The price at which a put option must be exercisable is the value of the Company Stock determined in accordance with Section 6.2. Payment under the put option involving a Total
Distribution shall be paid in substantially equal monthly, quarterly, semiannual or annual installments over a period certain beginning not later than thirty (30) days after the exercise of the put option and not extending beyond five (5)
years. The deferral of payment is reasonable if adequate security and a reasonable interest rate on the unpaid amounts are provided. The amount to be paid under the put option involving installment distributions must be paid not later than thirty
(30) days after the exercise of the put option. Payment under a put option must not be restricted by the provisions of a loan or any other arrangement, including the terms of the Employer articles of incorporation, unless so required by applicable
state law.



For purposes of this Section,
Total Distribution means a distribution to a Participant or the Participants Beneficiary within one (1) taxable year of the entire Vested Participants Combined Account.



(c) An arrangement involving the Plan that creates a put
option must not provide for the issuance of put options other than as provided under this Section. The Plan (and the Trust Fund) must not otherwise obligate itself to acquire Company Stock from a particular holder thereof at an indefinite time
determined upon the happening of an event such as the death of the holder.



|7.12 | PRE-RETIREMENT DISTRIBUTION
|---- | ---------------------------



At such time as a Participant shall have attained the age of 591/2 years, the Administrator, at the election of the Participant who has not severed
employment with the Employer, shall direct the Trustee to distribute all or a portion of the Vested amount then credited to the accounts maintained on behalf of the Participant. However, any amounts attributable to a Participants Company Stock
Account shall not be available for pre-retirement distribution. In the event that the Administrator makes such a distribution, the Participant shall continue to be eligible to participate in the Plan on the same basis as any other Employee. Any
distribution made pursuant to this Section shall be made in a manner consistent with Sections 7.5 and 7.6, including, but not limited to, all notice and consent requirements of Code Section 411(a)(11) and the Regulations thereunder.



Notwithstanding the above, pre-retirement distributions from a
Participants Elective Account shall not be permitted prior to the Participant attaining age 59 1/2 except as otherwise permitted under the terms of the Plan.



51



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|7.13 | ADVANCE DISTRIBUTION FOR HARDSHIP
|---- | ---------------------------------



(a) The Administrator, at the election of the Participant, shall direct the Trustee to distribute to any Participant in any one Plan Year
up to the lesser of 100% of the Participants Elective Account and Participants Transfer/Rollover Account valued as of the last Valuation Date or the amount necessary to satisfy the immediate and heavy financial need of the Participant.
Any distribution made pursuant to this Section shall be deemed to be made as of the first day of the Plan Year or, if later, the Valuation Date immediately preceding the date of distribution, and the Participants Elective Account and
Participants Transfer/Rollover Account shall be reduced accordingly. Any withdrawal made pursuant to this Section shall be made in accordance with Section 7.13(b) or 7.13(c) below. Withdrawal pursuant to Section 7.13(b) below is deemed to be
on account of an immediate and heavy financial need of the Participant only if the withdrawal is for purposes of Sections (1), (2), (4) or (5) below:



(1) Medical expenses described in Code Section 213(d) incurred by the Participant, the Participants spouse, or any of the Participants
dependents (as defined in Code Section 152) or necessary for these persons to obtain medical care as described in Code Section 213(d);



(2) The costs directly related to the purchase (excluding mortgage payments) of a principal residence for the Participant;



(3) Funeral expenses for a member of the Participants family;



(4) Payment of tuition, related educational fees, and room
and board expenses for the next twelve (12) months of post-secondary education for the Participant, and the Participants spouse, children, or dependents;



(5) Payments necessary to prevent the eviction of the Participant from the Participants principal residence or foreclosure on the mortgage on
that residence; or



(6) An immediate and heavy financial need
of the Participant provided that the Administrator applies the need to all Participants in a uniform and nondiscriminatory manner.



(b) No distribution shall be made pursuant to this Section unless the Administrator, based upon the Participants representation and
such other facts as are known to the Administrator, determines that all of the following conditions are satisfied:



(1) The distribution is not in excess of the amount of the immediate and heavy financial need of the Participant. The amount of the immediate and heavy
financial need may include any amounts necessary to pay any federal, state, or local income taxes or penalties reasonably anticipated to result from the distribution;



(2) The Participant has obtained all distributions, other than hardship distributions, and all nontaxable (at the time of
the loan) loans currently available under all plans maintained by the Employer;



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(3) The Plan, and all other plans maintained by the Employer, provide that the Participants
elective deferrals and after-tax voluntary Employee contributions will be suspended for at least twelve (12) months after receipt of the hardship distribution or, the Participant, pursuant to a legally enforceable agreement, will suspend elective
deferrals and after-tax voluntary Employee contributions to the Plan and all other plans maintained by the Employer for at least twelve (12) months after receipt of the hardship distribution; and



(4) The Plan, and all other plans maintained by the Employer, provide that
the Participant may not make elective deferrals for the Participants taxable year immediately following the taxable year of the hardship distribution in excess of the applicable limit under Code Section 402(g) for such next taxable year less
the amount of such Participants elective deferrals for the taxable year of the hardship distribution.



(c) No distribution shall be made pursuant to this Section unless the Administrator determines, based upon all relevant facts and
circumstances, that the amount to be distributed is not in excess of the amount required to relieve the financial need and that such need cannot be satisfied from other resources reasonably available to the Participant. For this purpose, the
Participants resources shall be deemed to include those assets of the Participants spouse and minor children that are reasonably available to the Participant. The amount of the immediate and heavy financial need may include any amounts
necessary to pay any federal, state or local income taxes or penalties reasonably anticipated to result from the distribution. A distribution may be treated as necessary to satisfy a financial need if the Administrator relies upon the
Participants representation that the need cannot be relieved:



(1) Through reimbursement or compensation by insurance or otherwise;



(2) By reasonable liquidation of the Participants assets, to the extent such liquidation would not itself increase the amount of the need;



(3) By cessation of elective deferrals under the Plan; or



(4) By other distributions or loans from the Plan or any other qualified retirement plan, or by borrowing from commercial
sources on reasonable commercial terms, to the extent such amounts would not themselves increase the amount of the need.



(d) Notwithstanding the above, distributions from the Participants Elective Account pursuant to this Section shall be limited solely
to the Participants total Deferred Compensation as of the date of distribution, reduced by the amount of any previous distributions pursuant to this Section and Section 7.12.



(e) Any distribution made pursuant to this Section shall be made in a manner which is consistent with and
satisfies the provisions of Sections 7.5 and 7.6, including, but not limited to, all notice and consent requirements of Code Section 411(a)(11) and the Regulations thereunder.



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|7.14 | QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION
|---- | -----------------------------------------------



All rights and benefits, including elections, provided to a Participant in this Plan shall be subject to the rights afforded to any alternate
payee under a qualified domestic relations order. Furthermore, a distribution to an alternate payee shall be permitted if such distribution is authorized by a qualified domestic relations order, even if the
affected Participant has not separated from service and has not reached the earliest retirement age under the Plan. For the purposes of this Section, alternate payee, qualified domestic relations order and
earliest retirement age shall have the meaning set forth under Code Section 414(p).



|7.15 | DIRECT ROLLOVER
|---- | ---------------



(a) Notwithstanding any provision of the Plan to the contrary that would otherwise limit a distributees election under
this Section, a distributee may elect, at the time and in the manner prescribed by the Administrator, to have any portion of an eligible rollover distribution that is equal to at least $500 paid directly to an eligible
retirement plan specified by the distributee in a direct rollover.



(b) For purposes of this Section the following definitions shall apply:



(1) An eligible rollover distribution is any distribution of all or any portion of the balance to the credit of
the distributee, except that an eligible rollover distribution 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 distributee and the distributees designated 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); the portion of any other distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to
employer securities); any hardship distribution described in Code Section 401(k)(2)(B)(i)(IV); and any other distribution that is reasonably expected to total less than $200 during a year.



(2) An eligible retirement plan is an individual retirement
account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b), an annuity plan described in Code Section 403(a), or a qualified trust described in Code Section 401(a), that accepts the
distributees eligible rollover distribution. However, in the case of an eligible rollover distribution to the surviving spouse, an eligible retirement plan is an individual retirement account or
individual retirement annuity.



(3) A distributee
includes an Employee or former Employee. In addition, the Employees or former Employees surviving spouse and the Employees or former Employees spouse or former spouse who is the alternate payee under a qualified domestic
relations order, as defined in Code Section 414(p), are distributees with regard to the interest of the spouse or former spouse.



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(4) A direct rollover is a payment by the Plan to the eligible retirement plan
specified by the distributee.



ARTICLE VIII

AMENDMENT, TERMINATION, MERGERS AND LOANS



|8.1 | AMENDMENT
|--- | ---------



(a) The Employer shall have the right at any time to amend this Plan subject to the limitations of this Section. However, any amendment
which affects the rights, duties or responsibilities of the Trustee or Administrator, may only be made with the Trustees or Administrators written consent. Any such amendment shall become effective as provided therein upon its execution.
The Trustee shall not be required to execute any such amendment unless the amendment affects the duties of the Trustee hereunder.



(b) No amendment to the Plan shall be effective if it authorizes or permits any part of the Trust Fund (other than such part as is
required to pay taxes and administration expenses) to be used for or diverted to any purpose other than for the exclusive benefit of the Participants or their Beneficiaries or estates; or causes any reduction in the amount credited to the account of
any Participant; or causes or permits any portion of the Trust Fund to revert to or become property of the Employer.



(c) Except as permitted by Regulations (including Regulation 1.411(d)-4) or other IRS guidance, no Plan amendment or transaction having
the effect of a Plan amendment (such as a merger, plan transfer or similar transaction) shall be effective if it eliminates or reduces any Section 411(d)(6) protected benefit or adds or modifies conditions relating to Section
411(d)(6) protected benefits which results in a further restriction on such benefit unless such Section 411(d)(6) protected benefits are preserved with respect to benefits accrued as of the later of the adoption date or effective
date of the amendment. Section 411(d)(6) protected benefits are benefits described in Code Section 411(d)(6)(A), early retirement benefits and retirement-type subsidies, and optional forms of benefit. A Plan amendment that eliminates or
restricts the ability of a Participant to receive payment of the Participants interest in the Plan under a particular optional form of benefit will be permissible if the amendment satisfies the conditions in (1) and (2) below:



(1) The amendment provides a single-sum distribution form that is otherwise
identical to the optional form of benefit eliminated or restricted. For purposes of this condition (1), a single-sum distribution form is otherwise identical only if it is identical in all respects to the eliminated or restricted optional form of
benefit (or would be identical except that it provides greater rights to the Participant) except with respect to the timing of payments after commencement.



(2) The amendment is not effective unless the amendment provides that the amendment shall not apply to any distribution with an annuity starting date
earlier than the earlier of: (i) the ninetieth (90th) day after the date the Participant receiving the distribution has been furnished a summary that reflects the amendment and that satisfies the Act requirements at 29 CFR 2520. 104b-3 (relating to
a summary of material



55



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modifications) or (ii) the first day of the second Plan Year following the Plan Year in which the amendment is adopted.



|8.2 | TERMINATION
|--- | -----------



(a) The Employer shall have the right at any time to terminate the Plan by delivering to the Trustee and Administrator written notice of
such termination. Upon any full or partial termination, all amounts credited to the affected Participants Combined Accounts shall become 100% Vested as provided in Section 7.4 and shall not thereafter be subject to forfeiture, and all
unallocated amounts, including Forfeitures, shall be allocated to the accounts of all Participants in accordance with the provisions hereof.



(b) Upon the full termination of the Plan, the Employer shall direct the distribution of the assets of the Trust Fund to Participants in a
manner which is consistent with and satisfies the provisions of Sections 7.5 and 7.6. Except as permitted by Regulations, the termination of the Plan shall not result in the reduction of Section 411(d)(6) protected benefits in accordance
with Section 8.1(c).



|8.3 | MERGER, CONSOLIDATION OR TRANSFER OF ASSETS
|--- | -------------------------------------------



This Plan and Trust may be merged or consolidated with, or its assets and/or liabilities may be transferred to any other plan and trust only if the
benefits which would be received by a Participant of this Plan, in the event of a termination of the Plan immediately after such transfer, merger or consolidation, are at least equal to the benefits the Participant would have received if the Plan
had terminated immediately before the transfer, merger or consolidation, and such transfer, merger or consolidation does not otherwise result in the elimination or reduction of any Section 411(d)(6) protected benefits in accordance with
Section 8.1(c).



|8.4 | LOANS TO PARTICIPANTS
|--- | ---------------------



(a) The Trustee may, in the Trustees discretion, make loans to Participants and Beneficiaries under the following circumstances: (1)
loans shall be made available to all Participants and Beneficiaries on a reasonably equivalent basis; (2) loans shall not be made available to Highly Compensated Employees in an amount greater than the amount made available to other Participants and
Beneficiaries; (3) loans shall bear a reasonable rate of interest; (4) loans shall be adequately secured; (5) loans shall provide for periodic repayment over a reasonable period of time; and (6) any amounts attributable to a Participants
Company Stock Account shall not be available for loans.



(b) Loans made pursuant to this Section (when added to the outstanding balance of all other loans made by the Plan to the Participant) may, in accordance with a uniform and nondiscriminatory policy established by the
Administrator, be limited to the lesser of:



(1) $50,000
reduced by the excess (if any) of the highest outstanding balance of loans from the Plan to the Participant during the one year period ending on the day before the date on which such loan is made, over the outstanding balance of loans from the Plan
to the Participant on the date on which such loan was made, or



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(2) one-half (1/2) of the present value of the non-forfeitable accrued benefit of the Participant under
the Plan.



For purposes of this limit, all
plans of the Employer shall be considered one plan.



(c) Loans shall provide for level amortization with payments to be made not less frequently than quarterly over a period not to exceed five (5)years. However, loans used to acquire any dwelling unit which, within a reasonable time, is to be
used (determined at the time the loan is made) as a principal residence of the Participant shall provide for periodic repayment over a reasonable period of time that may exceed five (5) years. For this purpose, a principal
residence has the same meaning as a principal residence under Code Section 1034. Loan repayments may be suspended under this Plan as permitted under Code Section 414(u)(4).



(d) Any loans granted or renewed shall be made pursuant to a
Participant loan program. Such loan program shall be established in writing and must include, but need not be limited to, the following:



(1) the identity of the person or positions authorized to administer the Participant loan program;



(2) a procedure for applying for loans;



(3) the basis on which loans will be approved or denied;



(4) limitations, if any, on the types and amounts of loans offered;



(5) the procedure under the program for determining a
reasonable rate of interest;



(6) the types of collateral
which may secure a Participant loan; and



(7) the events
constituting default and the steps that will be taken to preserve Plan assets.



Such Participant loan program shall be contained in a separate written document which, when properly executed, is hereby incorporated by
reference and made a part of the Plan. Further more, such Participant loan program may be modified or amended in writing from time to time without the necessity of amending this Section.



(e) Notwithstanding anything in this Plan to the contrary, if a Participant or Beneficiary defaults on a
loan made pursuant to this Section, then the loan default will be a distributable event to the extent permitted by the Code and Regulations.



(f) Notwithstanding anything in this Section to the contrary, any loans made prior to the date this amendment and restatement is adopted
shall be subject to the terms of the plan in effect at the time such loan was made.



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ARTICLE IX

TOP HEAVY



|9.1 | TOP HEAVY PLAN REQUIREMENTS
|--- | ---------------------------



For any Top Heavy Plan Year, the Plan shall provide the special vesting requirements of Code Section 416(b) pursuant to Section 7.4 of the Plan and the
special minimum allocation requirements of Code Section 416(c) pursuant to Section 4.4 of the Plan.



|9.2 | DETERMINATION OF TOP HEAVY STATUS
|--- | ---------------------------------



(a) This Plan shall be a Top Heavy Plan for any Plan Year in which, as of the Determination Date, (1) the Present Value of Accrued
Benefits of Key Employees and (2) the sum of the Aggregate Accounts of Key Employees under this Plan and all plans of an Aggregation Group, exceeds sixty percent (60%) of, the Present Value of Accrued Benefits and the Aggregate Accounts of all Key
and Non-Key Employees under this Plan and all plans of an Aggregation Group.



If any Participant is a Non-Key Employee for any Plan Year, but such Participant was a Key Employee for any prior Plan Year, such Participants Present Value of Accrued Benefit and/or Aggregate Account balance
shall not be taken into account for purposes of determining whether this Plan is a Top Heavy Plan (or whether any Aggregation Group which includes this Plan is a Top Heavy Group). In addition, if a Participant or Former Participant has not performed
any services for any Employer maintaining the Plan at any time during the five year period ending on the Determination Date, any accrued benefit for such Participant or Former Participant shall not be taken into account for the purposes of
determining whether this Plan is a Top Heavy Plan.



(b) Aggregate Account: A Participants Aggregate Account as of the Determination Date is the sum of:



(1) the Participants Combined Account balance as of the most recent valuation occurring within a twelve (12) month period ending on the
Determination Date.



(2) an adjustment for any contributions
due as of the Determination Date. Such adjustment shall be the amount of any contributions actually made after the Valuation Date but due on or before the Determination Date, except for the first Plan Year when such adjustment shall also reflect the
amount of any contributions made after the Determination Date that are allocated as of a date in that first Plan Year.



(3) any Plan distributions made within the Plan Year that includes the Determination Date or within the four (4) preceding Plan Years. However, in the
case of distributions made after the Valuation Date and prior to the Determination Date, such distributions are not included as distributions for top heavy purposes to the extent that such distributions are already included in the Participants
Aggregate Account balance as of the Valuation Date. Notwithstanding anything herein to the contrary, all distributions, including distributions under a terminated plan which if it had not been terminated would have been required to be included in an
Aggregation Group, will be counted. Further, distributions from the Plan (including the cash value of life insurance policies) of a Participants



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account balance because of death shall be treated as a distribution for the purposes of this paragraph.



(4) any Employee contributions, whether voluntary or mandatory. However,
amounts attributable to tax deductible qualified voluntary employee contributions shall not be considered to be a part of the Participants Aggregate Account balance.



(5) with respect to unrelated rollovers and plan-to-plan transfers (ones which are both initiated by the Employee and made
from a plan maintained by one employer to a plan maintained by another employer), if this Plan provides the rollovers or plan-to-plan transfers, it shall always consider such rollovers or plan-to-plan transfers as a distribution for the purposes of
this Section. If this Plan is the plan accepting such rollovers or plan-to-plan transfers, it shall not consider such rollovers or plan-to-plan transfers as part of the Participants Aggregate Account balance.



(6) with respect to related rollovers and plan-to-plan transfers (ones
either not initiated by the Employee or made to a plan maintained by the same employer), if this Plan provides the rollover or plan-to-plan transfer, it shall not be counted as a distribution for purposes of this Section. If this Plan is the plan
accepting such rollover or plan-to-plan transfer, it shall consider such rollover or plan-to-plan transfer as part of the Participants Aggregate Account balance, irrespective of the date on which such rollover or plan-to-plan transfer is
accepted.



(7) For the purposes of determining whether two
employers are to be treated as the same employer in (5) and (6) above, all employers aggregated under Code Section 414(b), (c), (m) and (o) are treated as the same employer.



(c) Aggregation Group means either a Required Aggregation Group or a Permissive Aggregation
Group as hereinafter determined.



(1) Required Aggregation
Group: In determining a Required Aggregation Group hereunder, each plan of the Employer in which a Key Employee is a participant in the Plan Year containing the Determination Date or any of the four preceding Plan Years, and each other plan of the
Employer which enables any plan in which a Key Employee participates to meet the requirements of Code Sections 401(a)(4) or 410, will be required to be aggregated. Such group shall be known as a Required Aggregation Group.



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.



(2) Permissive Aggregation Group: The Employer may also include any other
plan not required to be included in the Required Aggregation Group, provided the resulting group, taken as a whole, would continue to



59



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satisfy the provisions of Code Sections 401(a)(4) and 410. Such group shall be known as a Permissive Aggregation Group.



In the case of a Permissive Aggregation 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 a Top Heavy 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.



(3) Only those plans of the Employer in
which the Determination Dates fall within the same calendar year shall be aggregated in order to determine whether such plans are Top Heavy Plans.



(4) An Aggregation Group shall include any terminated plan of the Employer if it was maintained within the last five (5) years ending on the Determination
Date.



(d) Determination Date
means (a) the last day of the preceding Plan Year, or (b) in the case of the first Plan Year, the last day of such Plan Year.



(e) Present Value of Accrued Benefit: In the case of a defined benefit plan, the Present Value of Accrued Benefit for a Participant other
than a Key Employee, shall be as determined using the single accrual method used for all plans of the Employer and Affiliated Employers, or if no such single method exists, using a method which results in benefits accruing not more rapidly than the
slowest accrual rate permitted under Code Section 411(b)(1)(C). The determination of the Present Value of Accrued Benefit shall be determined as of the most recent valuation date that falls within or ends with the 12-month period ending on the
Determination Date except as provided in Code Section 416 and the Regulations thereunder for the first and second plan years of a defined benefit plan.



(f) Top Heavy Group means an Aggregation Group in which, as of the Determination Date, the sum of:



(1) the Present Value of Accrued Benefits of Key Employees under all defined
benefit plans included in the group, and



(2) the Aggregate
Accounts of Key Employees under all defined contribution plans included in the group,



exceeds sixty percent (60%) of a similar sum determined for all Participants.



ARTICLE X

MISCELLANEOUS



|10.1 | PARTICIPANTS RIGHTS
|---- | -------------------



This Plan shall not be deemed to constitute a contract between the Employer and any Participant or to be a consideration or an inducement for the
employment of any Participant or Employee. Nothing contained in this Plan shall be deemed to give any Participant or Employee the right to be retained in the service of the Employer or to interfere with the right of



60



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the Employer to discharge any Participant or Employee at any time regardless of the effect which such discharge shall have upon the Employee as a Participant
of this Plan.



|10.2 | ALIENATION
|---- | ----------



(a) Subject to the exceptions provided below, and as otherwise permitted by the Code and Act, no benefit which shall be payable out of the
Trust Fund to any person (including a Participant or the Participants Beneficiary) shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to anticipate, alienate,
sell, transfer, assign, pledge, encumber, or charge the same shall be void; and no such benefit shall in any manner be liable for, or subject to, the debts, contracts, liabilities, engagements, or torts of any such person, nor shall it be subject to
attachment or legal process for or against such person, and the same shall not be recognized by the Trustee, except to such extent as may be required by law.



(b) Subsection (a) shall not apply to the extent a Participant or Beneficiary is indebted to the Plan by reason of a loan made pursuant
to Section 8.4, as a result of a loan from the Plan. At the time a distribution is to be made to or for a Participants or Beneficiarys benefit, such proportion of the amount to be distributed as shall equal such indebtedness shall be
paid to the Plan, to apply against or discharge such indebtedness. Prior to making a payment, however, the Participant or Beneficiary must be given written notice by the Administrator that such indebtedness is to be so paid in whole or part from the
Participants Combined Account. If the Participant or Beneficiary does not agree that the indebtedness is a valid claim against the Vested Participants Combined Account, the Participant or Beneficiary shall be entitled to a review of the
validity of the claim in accordance with procedures provided in Sections 2.8 and 2.9.



(c) Subsection (a) shall not apply to a qualified domestic relations order defined in Code Section 414(p), and those other
domestic relations orders permitted to be so treated by the Administrator under the provisions of the Retirement Equity Act of 1984. The Administrator shall establish a written procedure to determine the qualified status of domestic relations orders
and to administer distributions under such qualified orders. 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.



(d) Subsection (a) shall not
apply to an offset to a Participants accrued benefit against an amount that the Participant is ordered or required to pay the Plan with respect to a judgment, order, or decree issued, or a settlement entered into in accordance with Code
Sections 401(a)(13)(C) and (D).



|10.3 | CONSTRUCTION OF PLAN
|---- | --------------------



This Plan and Trust shall be construed and enforced according to the Code, the Act and the laws of the State of California, other than its laws respecting
choice of law, to the extent not pre-empted by the Act.



|10.4 | GENDER AND NUMBER
|---- | -----------------



Wherever any words are used herein in the masculine, feminine or neuter gender, they shall be construed as though they were also used in another gender in
all cases



61



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where they would so apply, and whenever any words are used herein in the singular or plural form, they shall be construed as though they were also used in
the other form in all cases where they would so apply.



|10.5 | LEGAL ACTION
|---- | ------------



In the event any claim, suit, or proceeding is brought regarding the Trust and/or Plan established hereunder to which the Trustee, the Employer or the
Administrator may be a party, and such claim, suit, or proceeding is resolved in favor of the Trustee, the Employer or the Administrator, they shall be entitled to be reimbursed from the Trust Fund for any and all costs, attorneys fees, and
other expenses pertaining thereto incurred by them for which they shall have become liable.



|10.6 | PROHIBITION AGAINST DIVERSION OF FUNDS
|---- | --------------------------------------



(a) Except as provided below and otherwise specifically permitted by law, it shall be impossible by operation of the Plan or of the Trust,
by termination of either, by power of revocation or amendment, by the happening of any contingency, by collateral arrangement or by any other means, for any part of the corpus or income of any Trust Fund maintained pursuant to the Plan or any funds
contributed thereto to be used for, or diverted to, purposes other than the exclusive benefit of Participants, Former Participants, or their Beneficiaries.



(b) In the event the Employer shall make an excessive contribution under a mistake of fact pursuant to Act Section 403(c)(2)(A), the
Employer may demand repayment of such excessive contribution at any time within one (1) year following the time of payment and the Trustees shall return such amount to the Employer within the one (1) year period. Earnings of the Plan attributable to
the contributions may not be returned to the Employer but any losses attributable thereto must reduce the amount so returned.



(c) Except for Sections 3.5, 3.6, and 4.1(e), any contribution by the Employer to the Trust Fund is conditioned upon the deductibility of
the contribution by the Employer under the Code and, to the extent any such deduction is disallowed, the Employer may, within one (1) year following the final determination of the disallowance, whether by agreement with the Internal Revenue Service
or by final decision of a competent jurisdiction, demand repayment of such disallowed contribution and the Trustee shall return such contribution within one (1) year following the disallowance. Earnings of the Plan attributable to the contribution
may not be returned to the Employer, but any losses attributable thereto must reduce the amount so returned.



|10.7 | EMPLOYERS AND TRUSTEES PROTECTIVE CLAUSE
|---- | ------------------------------------------



The Employer, Administrator and Trustee, and their successors, shall not be responsible for the validity of any Contract issued hereunder or for the
failure on the part of the insurer to make payments provided by any such Contract, or for the action of any person which may delay payment or render a Contract null and void or unenforceable in whole or in part.



|10.8 | INSURERS PROTECTIVE CLAUSE
|---- | ---------------------------



Except as otherwise agreed upon in writing between the Employer and the insurer, an insurer which issues any Contracts hereunder shall not have any
responsibility for the validity of this Plan or for the tax or legal aspects of this Plan. The insurer shall be protected



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and held harmless in acting in accordance with any written direction of the Trustee, and shall have no duty to see to the application of any funds paid to
the Trustee, nor be required to question any actions directed by the Trustee. Regardless of any provision of this Plan, the insurer shall not be required to take or permit any action or allow any benefit or privilege contrary to the terms of any
Contract which it issues hereunder, or the rules of the insurer.



|10.9 | RECEIPT AND RELEASE FOR PAYMENTS
|---- | --------------------------------



Any payment to any Participant, the Participants legal representative, Beneficiary, or to any guardian or committee appointed for such Participant
or Beneficiary in accordance with the provisions of the Plan, shall, to the extent thereof, be in full satisfaction of all claims hereunder against the Trustee and the Employer, either of whom may require such Participant, legal representative,
Beneficiary, guardian or committee, as a condition precedent to such payment, to execute a receipt and release thereof in such form as shall be determined by the Trustee or Employer.



|10.10 | ACTION BY THE EMPLOYER
|----- | ----------------------



Whenever the Employer under the terms of the Plan is permitted or required to do or perform any act or matter or thing, it shall be done and performed by
a person duly authorized by its legally constituted authority.



|10.11 | NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY
|----- | --------------------------------------------------



The named Fiduciaries of this Plan are (1) the Employer, (2) the Administrator and (3) the Trustee, and (4) any Investment Manager appointed
hereunder. The named Fiduciaries shall have only those specific powers, duties, responsibilities, and obligations as are specifically given them under the Plan including, but not limited to, any agreement allocating or delegating their
responsibilities, the terms of which are incorporated herein by reference. In general, the Employer shall have the sole responsibility for making the contributions provided for under Section 4.1; and shall have the authority to appoint and remove
the Trustee and the Administrator; to formulate the Plans funding policy and method; and to amend or terminate, in whole or in part, the Plan. The Administrator shall have the sole responsibility for the administration of the Plan,
including, but not limited to, the items specified in Article II of the Plan, as the same may be allocated or delegated thereunder. The Trustee shall have the sole responsibility of management of the assets held under the Trust, except to the extent
directed pursuant to Article II or with respect to those assets, the management of which has been assigned to an Investment Manager, who shall be solely responsible for the management of the assets assigned to it, all as specifically provided in the
Plan. Each named Fiduciary warrants that any directions given, information furnished, or action taken by it shall be in accordance with the provisions of the Plan, authorizing or providing for such direction, information or action. Furthermore, each
named Fiduciary may rely upon any such direction, information or action of another named Fiduciary as being proper under the Plan, and is not required under the Plan to inquire into the propriety of any such direction, information or action. It is
intended under the Plan that each named Fiduciary shall be responsible for the proper exercise of its own powers, duties, responsibilities and obligations under the Plan as specified or allocated herein. No named Fiduciary shall guarantee the Trust
Fund in any manner against investment loss or depreciation in asset value. Any person or group may serve in more than one Fiduciary capacity.



|10.12 | HEADINGS
|----- | --------



The headings and subheadings of this Plan have been inserted for convenience of reference and are to be ignored in any construction of the provisions hereof.



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|10.13 | APPROVAL BY INTERNAL REVENUE SERVICE
|----- | ------------------------------------



Notwithstanding anything herein to the contrary, if, pursuant to an application for qualification filed by or on behalf of the Plan by the time prescribed
by law for filing the Employers return for the taxable year in which the Plan is adopted, or such later date that the Secretary of the Treasury may prescribe, the Commissioner of Internal Revenue Service or the Commissioners delegate
should determine that the Plan does not initially qualify as a tax-exempt plan under Code Sections 401 and 501, and such determination is not contested, or if contested, is finally upheld, then if the Plan is a new plan, it shall be void ab initio
and all amounts contributed to the Plan by the Employer, less expenses paid, shall be returned within one (1) year and the Plan shall terminate, and the Trustee shall be discharged from all further obligations. If the disqualification relates to an
amended plan, then the Plan shall operate as if it had not been amended.



|10.14 | UNIFORMITY
|----- | ----------



All provisions of this Plan shall be interpreted and applied in a uniform, nondiscriminatory manner. In the event of any conflict between the terms of
this Plan and any Contract purchased hereunder, the Plan provisions shall control.



|10.15 | SECURITIES AND EXCHANGE COMMISSION APPROVAL
|----- | -------------------------------------------



The Employer may request an interpretative letter from the Securities and Exchange Commission stating that the transfers of Company Stock contemplated
hereunder do not involve transactions requiring a registration of such Company Stock under the Securities Act of 1933. In the event that a favorable interpretative letter is not obtained, the Employer reserves the right to amend the Plan and Trust
retroactively to their Effective Dates in order to obtain a favorable interpretative letter or to terminate the Plan.



|10.16 | VOTING COMPANY STOCK
|----- | --------------------



The Trustee shall vote all Company Stock held by it as part of the Plan assets at such time and in such manner as the Administrator shall direct.
Provided, however, that if any agreement entered into by the Trust provides for voting of any shares of Company Stock pledged as security for any obligation of the Plan, then such shares of Company Stock shall be voted in accordance with such
agreement. If the Administrator fails or refuses to give the Trustee timely instructions as to how to vote any Company Stock as to which the Trustee otherwise has the right to vote, the Trustee shall not exercise its power to vote such Company Stock
and shall consider the Administrators failure or refusal to give timely instructions as an exercise of the Administrators rights and a directive to the Trustee not to vote said Company Stock.



Notwithstanding the foregoing, if the Employer has a registration-type class
of securities each Participant or Beneficiary shall be entitled to direct the Trustee as to the manner in which the Company Stock which is entitled to vote and which is allocated to the Company Stock Account of such Participant or Beneficiary is to
be voted. If the Employer does not have a registration-type class of securities, each Participant or Beneficiary in the Plan shall be entitled to direct the Trustee as to the manner in which voting rights on shares of Company Stock which are
allocated to the Company Stock Account of such Participant or Beneficiary are to be exercised with respect to any corporate matter which involves the voting of such shares with respect to the approval or disapproval of any corporate merger or
consolidation, recapitalization, reclassification, liquidation, dissolution, sale of substantially all assets of a trade or business, or such similar transaction as prescribed in Regulations. For purposes of this Section the term



64



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registration-type class of securities means: (A) a class of securities required to be registered under Section 12 of the Securities Exchange Act
of 1934; and (B) a class of securities which would be required to be so registered except for the exemption from registration provided in subsection (g)(2)(H) of such Section 12.



If the Employer does not have a registration-type class of securities and the by-laws of the Employer require the Plan to
vote an issue in a manner that reflects a one-man, one-vote philosophy, each Participant or Beneficiary shall be entitled to cast one vote on an issue and the Trustee shall vote the shares held by the Plan in proportion to the results of the votes
cast on the issue by the Participants and Beneficiaries.



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IN WITNESS WHEREOF, this Plan has been executed the day and year first above written.



1st Centennial BankBy

/s/ Beth SandersEMPLOYER Beth Sanders Executive Vice
President Chief Financial Officer




66



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AMENDMENT OF THE PLAN FOR
EGTRRA

AND

REVENUE PROCEDURE
2002-29



AMENDMENT NUMBER ONE TO

1ST CENTENNIAL BANK EMPLOYEE STOCK OWNERSHIP PLAN

(WITH 401(K) PROVISIONS)





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AMENDMENT OF THE PLAN FOR
EGTRRA

AND

REVENUE PROCEDURE
2002-29



AMENDMENT NUMBER ONE TO

1ST CENTENNIAL BANK EMPLOYEE STOCK OWNERSHIP PLAN

(WITH 401(K) PROVISIONS)



BY THIS AGREEMENT, 1st
Centennial Bank Employee Stock Ownership Plan (With 401(k) Provisions) (herein referred to as the Plan) is hereby amended as follows:



ARTICLE I

PREAMBLE



1.1 Adoption and effective date of amendment. This amendment of the Plan is adopted to
reflect certain provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001(EGTRRA) and the model amendment of Revenue Procedure 2002-29. This amendment is intended as good faith compliance with the requirements of EGTRRA and the
model amendment of Revenue Procedure 2002-29 and is to be construed in accordance with EGTRRA and the model amendment of Revenue Procedure 2002-29 and guidance issued thereunder. Except as otherwise provided, this amendment shall be effective as of
the first day of the first Plan Year beginning after December 31, 2001.



1.2
Supersession of inconsistent provisions. This amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions of this amendment.



ARTICLE II

LIMITATIONS ON CONTRIBUTIONS



2.1 Effective date. This Article shall
be effective for limitation years beginning after December 31, 2001.



2.2 Maximum annual addition. Except to the extent permitted under Article VIII of this amendment and Code Section 414(v), the annual addition that may be contributed or allocated to a Participants account under the Plan
for any limitation year shall not exceed the lesser of:



(a) $40,000, as adjusted for increases in the cost-of-living under Code Section 415(d), or



(b) one-hundred percent (100%) of the Participants 415 Compensation for the limitation year.



The 415 Compensation limit referred to in (b) shall not apply to
any contribution for medical benefits after separation from service (within the meaning of Code Section 401(h) or Code Section 419A(f)(2)) which is otherwise treated as an annual addition.



ARTICLE III

INCREASE IN COMPENSATION LIMIT



The annual Compensation of each Participant taken into account in determining allocations for any Plan Year beginning after December 31, 2001, shall not exceed $200,000, as adjusted for cost-of-living increases in
accordance with Code Section 401(a)(17)(B).



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ARTICLE IV

MODIFICATION OF TOP-HEAVY RULES



4.1 Effective
date. This Article shall apply for purposes of determining whether the Plan is a top-heavy plan under Code Section 416(g) for Plan Years beginning after December 31, 2001, and whether the Plan satisfies the minimum benefits requirements of Code
Section 416(c) for such years. This Article amends Article IX of the Plan.



4.2
Determination of top-heavy status.



(a) Key
employee. 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 415 Compensation greater than
$130,000 (as adjusted under Code Section 416(i)(1) for Plan Years beginning after December 31, 2002), a 5-percent owner of the Employer, or a 1-percent owner of the Employer having 415 Compensation of more than $150,000. The
determination of who is a key employee will be made in accordance with Code Section416(i)(1) and the applicable regulations and other guidance of general applicability issued thereunder.



(b) Determination of present values and amounts. This section (b) shall apply for purposes of determining
the present values of accrued benefits and the amounts of account balances of Employees as of the determination date.



(1) Distributions during year ending on the determination date. The present values of accrued benefits and the amounts of account balances of an Employee
as of the determination date shall be increased by the distributions made with respect to the Employee under the Plan and any plan aggregated with the Plan under Code Section 416(g)(2) during the 1-year period ending on the determination date. The
preceding sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under Code Section 416(g)(2)(A)(i). In the case of a distribution made for a reason other than
separation from service, death, or disability, this provision shall be applied by substituting 5-year period for 1-year period.



(2) Employees not performing services during year ending on the determination date. The accrued benefits and accounts of any individual who has not
performed services for the Employer during the 1-year period ending on the determination date shall not be taken into account.



4.3 Minimum benefits. Employer matching contributions shall be taken into account for purposes of satisfying the minimum contribution requirements of Code Section
416(c)(2) and the Plan. The preceding sentence shall apply with respect to matching contributions under the Plan or, if the Plan provides that the minimum contribution requirement shall be met in another plan, such other plan. Employer matching
contributions that are used to satisfy the minimum contribution requirements shall be treated as matching contributions for purposes of the actual contribution percentage test and other requirements of Code Section 401(m).



ARTICLE V

DIRECT ROLLOVERS OF PLAN DISTRIBUTIONS



5.1 Effective date. This Article shall apply to distributions made after December 31, 2001.



2



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5.2 Modification of definition of eligible retirement plan. For purposes of the direct rollover provisions in Section
7.15 p.54 of the Plan, an eligible retirement plan shall also mean an annuity contract described in Code Section 403(b) and an eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of 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. The definition of eligible retirement plan shall also apply in the case of a distribution to
a surviving spouse, or to a spouse or former spouse who is the alternate payee under a qualified domestic relation order, as defined in Code Section 414(p).



5.3 Modification of definition of eligible rollover distribution to exclude hardship distributions. For purposes of the direct rollover provisions in Section 7.15 p.54 of
the Plan, any amount that is distributed on account of hardship shall not be an eligible rollover distribution and the distributee may not elect to have any portion of such a distribution paid directly to an eligible retirement plan.



ARTICLE VI

ROLLOVERS FROM OTHER PLANS



The Administrator, operationally and on a nondiscriminatory basis, may limit the source of rollover contributions that may be accepted by this Plan.



ARTICLE VII

REPEAL OF MULTIPLE USE TEST



The multiple use test
described in Treasury Regulation Section 1.401(m)-2 and Section 4.7(a)(2) p.28 of the Plan shall not apply for Plan Years beginning after December 31, 2001.



ARTICLE VIII

CATCH-UP CONTRIBUTIONS



8.1 Effective date. This Article shall apply to catch-up contributions made on
and after August 1, 2004.



8.2 Applicability. All Employees who are eligible to
make salary reductions under this Plan and who are projected to attain age 50 before the end of a calendar year shall be eligible to make catch-up contributions as of the January 1st of that calendar year in accordance with, and subject to the
limitations of, Code Section 414(v). Such catch-up contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Code Sections 402(g) and 415. The Plan shall not be treated as
failing to satisfy the provisions of the Plan implementing the requirements of Code Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416, as applicable, by reason of the making of such catch-up contributions.



ARTICLE IX

MODEL AMENDMENT UNDER REVENUE PROCEDURE 2002-29

MINIMUM DISTRIBUTION REQUIREMENTS



9.1 General Rules.



(a) Effective Date. The provisions of this Article will
apply for purposes of determining required minimum distributions for calendar years beginning with the 2003 calendar year.



3



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(b) Coordination with Minimum Distribution Requirements Previously in Effect. If the
total amount of 2002 required minimum distributions under the Plan made to the distributee prior to the effective date of this Article equals or exceeds the required minimum distributions determined under this Article, then no additional
distributions will be required to be made for 2002 on or after such date to the distributee. If the total amount of 2002 required minimum distributions under the Plan made to the distributee prior to the effective date of this Article is less than
the amount determined under this Article, then required minimum distributions for 2002 on and after such date will be determined so that the total amount of required minimum distributions for 2002 made to the distributee will be the amount
determined under this Article.



(c)
Precedence. The requirements of this Article will take precedence over any inconsistent provisions of the Plan.



(d) Requirements of Treasury Regulations Incorporated. All distributions required under this Article will be determined and made in
accordance with the Treasury regulations under Code Section 401(a)(9).



9.2
Time and Manner of Distribution.



(a) Required
Beginning Date. The Participants entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participants required beginning date.



(b) Death of Participant Before Distributions Begin. If the Participant dies before distributions begin, the
Participants entire interest will be distributed, or begin to be distributed, no later than as follows:



(1) If the Participants surviving spouse is the Participants sole designated Beneficiary, then distributions to the surviving spouse will
begin by December 31st of the calendar year immediately following the calendar year in which the Participant died, or by December 31st of the calendar year in which the Participant would have attained age 70 1/2, if later.



(2) If the Participants surviving spouse is not the Participants
sole designated Beneficiary, then distributions to the designated Beneficiary will begin by December 31st of the calendar year immediately following the calendar year in which the Participant died.



(3) A designated Beneficiary who is receiving payments under the 5-year rule
may make a new election to receive payments under the life expectancy rule until December 31, 2003, provided that all amounts that would have been required to be distributed under the life expectancy rule for all distribution calendar years before
2004 are distributed by the earlier of December 31, 2003 or the end of the 5-year period.



(4) If there is no designated Beneficiary as of September 30th of the year following the year of the Participants death, the Participants entire interest will be distributed by December 31st of the
calendar year containing the fifth anniversary of the Participants death.



(5) If the Participants surviving spouse is the Participants sole designated Beneficiary and the surviving spouse dies after the Participant but before



4



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distributions to the surviving spouse begin, this Section 9.2(b), other than Section 9.2(b)(1), will apply as if the surviving spouse were the Participant.



For purposes of this Section 9.2(b) and
Section 9.4, unless Section 9.2(b)(5) applies, distributions are considered to begin on the Participants required beginning date. If Section 9.2(b)(5) applies, distributions are considered to begin on the date distributions are required to
begin to the surviving spouse under Section 9.2(b)(1).



(c) Form of Distribution. Unless the Participants interest is distributed in a single sum on or before the required beginning date, as of the first distribution calendar year distributions will be made in accordance with Sections 9.3
and 9.4 of this Article.



9.3 Required Minimum Distributions During
Participants Lifetime.



(a) Amount of
Required Minimum Distribution For Each Distribution Calendar Year. During the Participants lifetime, the minimum amount that will be distributed for each distribution calendar year is the lesser of:



(1) the quotient obtained by dividing the Participants account balance
by the distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Participants age as of the Participants birthday in the distribution calendar year; or



(2) if the Participants sole designated Beneficiary for the
distribution calendar year is the Participants spouse, the quotient obtained by dividing the Participants account balance by the number in the Joint and Last Survivor Table set forth in Section 1.401 (a)(9)-9 of the Treasury regulations,
using the Participants and spouses attained ages as of the Participants and spouses birthdays in the distribution calendar year.



(b) Lifetime Required Minimum Distributions Continue Through Year of Participants Death. Required minimum distributions will be
determined under this Section 9.3 beginning with the first distribution calendar year and up to and including the distribution calendar year that includes the Participants date of death.



9.4 Required Minimum Distributions After Participants Death.



(a) Death On or After Date Distributions Begin.



(1) Participant Survived by Designated Beneficiary. If the Participant
dies on or after the date distributions begin and there is a designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participants death is the quotient obtained by dividing
the Participants account balance by the longer of the remaining life expectancy of the Participant or the remaining life expectancy of the Participants designated Beneficiary, determined as follows:



(i) The Participants remaining life expectancy is calculated using
the age of the Participant in the year of death, reduced by one for each subsequent year.



(ii) If the Participants surviving spouse is the Participants sole designated Beneficiary, the remaining life expectancy of the surviving



5



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spouse is calculated for each distribution calendar year after the year of the Participants death using the surviving spouses age as of the
spouses birthday in that year. For distribution calendar years after the year of the surviving spouses death, the remaining life expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the
spouses birthday in the calendar year of the spouses death, reduced by one for each subsequent calendar year.



(iii) If the Participants surviving spouse is not the Participants sole designated Beneficiary, the designated Beneficiarys remaining
life expectancy is calculated using the age of the beneficiary in the year following the year of the Participants death, reduced by one for each subsequent year.



(2) No Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is no designated
Beneficiary as of September 30th of the year after the year of the Participants death, the minimum amount that will be distributed for each distribution calendar year after the year of the Participants death is the quotient obtained by
dividing the Participants account balance by the Participants remaining life expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.



(b) Death Before Date Distributions Begin.



(1) Participant Survived by Designated Beneficiary. If the Participant dies
before the date distributions begin and there is a designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participants death is the quotient obtained by dividing the
Participants account balance by the remaining life expectancy of the Participants designated Beneficiary, determined as provided in Section 9.4(a).



(2) No Designated Beneficiary. If the Participant dies before the date distributions begin and there is no designated Beneficiary as of September 30th
of the year following the year of the Participants death, distribution of the Participants entire interest will be completed by December 31st of the calendar year containing the fifth anniversary of the Participants death.



(3) Death of Surviving Spouse Before Distributions to
Surviving Spouse Are Required to Begin. If the Participant dies before the date distributions begin, the Participants surviving spouse is the Participants sole designated Beneficiary, and the surviving spouse dies before distributions
are required to begin to the surviving spouse under Section 9.2(b)(1), this Section 9.4(b) will apply as if the surviving spouse were the Participant.



9.5 Definitions.



(a) Designated Beneficiary. The individual who is designated as the Beneficiary under Section 1.6 p.1 of the Plan and is the designated
Beneficiary under Code Section 401(a)(9) and section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations.



(b) Distribution calendar year. A calendar year for which a minimum distribution is required. For distributions beginning before the
Participants death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Participants required beginning date. For distributions beginning



6



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after the Participants death, the first distribution calendar year is the calendar year in which distributions are required to begin under Section
9.2(b). The required minimum distribution for the Participants first distribution calendar year will be made on or before the Participants required beginning date. The required minimum distribution for other distribution calendar years,
including the required minimum distribution for the distribution calendar year in which the Participants required beginning date occurs, will be made on or before December 31st of that distribution calendar year.



(c) Life expectancy. Life expectancy as computed by use of
the Single Life Table in section 1.401(a)(9)-9 of the Treasury regulations.



(d) Participants account balance. The account balance as of the last valuation date in the calendar year immediately preceding the distribution calendar year (valuation calendar year) increased by the amount of
any contributions made and allocated or forfeitures allocated to the account balance as of dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date. The
account balance for the valuation calendar year includes any amounts rolled over or transferred to the plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year.



(e) Required beginning date. The date
specified in Sections 7.5(f) p.46 and 7.5(g) p.46 of the Plan.



7



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IN WITNESS WHEREOF, this Amendment has been executed this 1stday of August, 2004.



1st Centennial BankBy

/s/ Beth SandersEMPLOYER Beth SandersExecutive Vice President/Chief Financial OfficerBank of New YorkByTRUSTEE




8



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AMENDMENT NUMBER TWO TO
THE

1stCENTENNIAL BANK EMPLOYEE STOCK OWNERSHIP PLAN

(WITH 401(k) PROVISIONS)



WHEREAS, the 1stCentennial Bank Employee Stock Ownership Plan (With 401(k) Provisions), effective August 1, 2004 (herein referred to as the Plan), is hereby
amended by adding the following subsection (k) to Section 7.5 of the Plan:



(k)
MINIMUM DISTRIBUTION REQUIREMENTS



A) General Rules



(1) Effective Date. This subsection (k), Minimum Distribution Requirements, applies for
purposes of determining required minimum distributions for distribution calendar years beginning with the 2003 calendar year.



(2) Precedence. The requirements of this Section will take precedence over any inconsistent provisions of the Plan.



(3) Requirements of Treasury Regulations Incorporated. All distributions required under this
subsection (k) will be determined and made in accordance with the Treasury Regulations under Section 401(a)(9) of the Internal Revenue Code of 1986, as amended (the Code).



(4) TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions of this subsection (k), distributions may be made under a
designation made before January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act of 1982 (TEFRA) and the provisions of the Plan that relate to Section 242(b)(2) of TEFRA.



B) Time and Manner of Distribution



(1) Required Beginning Date. The Participants entire interest will be distributed, or
begin to be distributed, to the Participant no later than the Participants required beginning date.



(2) Death of Participant Before Distributions Begin. If the Participant dies before distributions begin, the Participants entire interest will be distributed, or begin to be distributed, no later than as
follows:



(a) If the Participants surviving spouse is
the Participants sole designated beneficiary, distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in
which the Participant would have attained age 701/2, if later.



(b) If the Participants surviving spouse is not the Participants
sole designated beneficiary, distributions to the designated beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died.



(c) If there is no designated beneficiary as of September 30 of the year
following the year of the Participants death, the Participants entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participants death.





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(d) If the Participants surviving spouse is the Participants sole designated beneficiary and
the surviving spouse dies after the Participant but before distributions to the surviving spouse begin, this paragraph (B)(2), other than paragraph (B)(2)(a), will apply as if the surviving spouse were the Participant.



For purposes of this paragraph (B)(2) and paragraph (D) below, unless paragraph (B)(2)(d)
applies, distributions are considered to begin on the Participants Required Beginning Date. If paragraph (B)(2)(d) applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under
paragraph (B)(2)(a). If distributions under an annuity purchased from an insurance company irrevocably commence to the Participant before the Participants Required Beginning Date (or to the Participants surviving spouse before the date
distributions are required to begin to the surviving spouse under paragraph (B)(2)(a)), the date distributions are considered to begin is the date distributions actually commence.



(3) Forms of Distributions. Unless the Participants interest is distributed in the form of an annuity purchased from an insurance
company or in a single sum on or before the Required Beginning Date, as of the first distribution calendar year distributions will be made in accordance with paragraphs (C) and (D) of this subsection (k). If the Participants interest is
distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Section 401(a)(9) of the Code and the Treasury Regulations.



C) Required Minimum Distributions During Participants Lifetime.



(1) Amount of Required Minimum Distribution For Each Distribution Calendar Year. During the
Participants lifetime, the minimum amount that will be distributed for each distribution calendar year is the lesser of:



(a) the quotient obtained by dividing the Participants account balance by the distribution period in the Uniform Lifetime Table set forth in Section
1.401(a)(9)-9 of the Treasury Regulations, using the Participants age as of the Participants birthday in the distribution calendar year; or



(b) if the Participants sole designated beneficiary for the distribution calendar year is the Participants spouse, the quotient obtained by
dividing the Participants account balance by the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury Regulations, using the Participants and spouses attained ages as of the
Participants and spouses birthdays in the distribution calendar year.



(2) Lifetime Required Minimum Distributions Continue Through Year of Participants Death. Required minimum distributions will be determined under this paragraph (C) beginning with the first distribution calendar year and up to and
including the distribution calendar year that includes the Participants date of death.



D) Required Minimum Distributions After Participants Death.



(1) Death On or After Date Distributions Begin.



(a) Participant Survived by Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is a designated beneficiary, the minimum amount that will be distributed for each
distribution calendar year after the year of the Participants





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death is the quotient obtained by dividing the Participants account balance by the longer of the remaining life expectancy of the Participant or the
remaining life expectancy of the Participants designated beneficiary, determined as follows:



(1) The Participants remaining life expectancy is calculated using the age of the Participant in the year of death, reduced by one for each
subsequent year.



(2) If the Participants surviving
spouse is the Participants sole designated beneficiary, the remaining life expectancy of the surviving spouse is calculated for each distribution calendar year after the year of the Participants death using the surviving spouses
age as of the spouses birthday in that year. For distribution calendar years after the year of the surviving spouses death, the remaining life expectancy of the surviving spouse is calculated using the age of the surviving spouse as of
the spouses birthday in the calendar year of the spouses death, reduced by one for each subsequent calendar year.



(3) If the Participants surviving spouse is not the Participants sole designated beneficiary, the designated beneficiarys remaining life
expectancy is calculated using the age of the beneficiary in the year following the year of the Participants death, reduced by one for each subsequent year.



(b) No Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is no designated
beneficiary as of September 30 of the year after the year of the Participants death, the minimum amount that will be distributed for each distribution calendar year after the year of the Participants death is the quotient obtained by
dividing the Participants account balance by the Participants remaining life expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.



(2) Death Before Date Distributions Begin.



(a) Participant Survived by Designated Beneficiary. If the Participant dies
before the date distributions begin and there is a designated beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participants death is the quotient obtained by dividing the
Participants account balance by the remaining life expectancy of the Participants designated beneficiary, determined as provided in paragraph (D)(1).



(b) No Designated Beneficiary. If the Participant dies before the date distributions begin and there is no designated
beneficiary as of September 30 of the year following the year of the Participants death, distribution of the Participants entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the
Participants death.



(c) Death of Surviving Spouse
Before Distributions to Surviving Spouse Are Required to Begin. If the Participant dies before the date distributions begin, the Participants surviving spouse is the Participants sole designated beneficiary, and the surviving spouse dies
before distributions are required to begin to the surviving spouse under paragraph (B)(2)(a), this paragraph (D)(2) will apply as if the surviving spouse were the Participant.





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E) Election to Allow Participants or Beneficiaries to Elect 5-Year Rule.



Participants or beneficiaries may elect on an individual basis whether the 5-year rule or the
life expectancy rule in paragraphs (B)(2) and (D)(2) applies to distributions after the death of a Participant who has a designated beneficiary. The election must be made no later than the earlier of September 30 of the calendar year in which
distribution would be required to begin under paragraph (B)(2) or by September 30 of the calendar year which contains the fifth anniversary of the Participants (or, if applicable, surviving spouse's) death, If neither the Participant nor
beneficiary makes an election under this paragraph, distributions will be made in accordance with paragraphs (B)(2) and (D)(2) and, if applicable, the elections in paragraph (B) above.



F) Election to Allow Designated Beneficiary Receiving Distributions Under 5-Year Rule to Elect Life Expectancy Distributions.



A designated beneficiary who is receiving payments under the 5-year rule may make a new
election to receive payments under the life expectancy rule until December 31, 2003, provided that all amounts that would have been required to be distributed under the life expectancy rule for all distribution calendar years before 2004 are
distributed by the earlier of December 31, 2003 or the end of the 5-year period.



G) Definitions



(1) Designated beneficiary. The individual who is
designated as the beneficiary under the Plan and is the designated beneficiary under Section 401(a)(9) of the Code and Section 1.401(a)(9)-1,Q&A-4, of the Treasury Regulations.



(2) Distribution calendar year. A calendar year for which a minimum distribution is required. For distributions beginning before the
Participants death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Participants Required Beginning Date. For distributions beginning after the Participants
death, the first distribution calendar year is the calendar year in which distributions are required to begin under paragraph (B)(2). The required minimum distribution for the Participants first distribution calendar year will be made on or
before the Participants Required Beginning Date. The required minimum distribution for other distribution calendar years, including the required minimum distribution for the distribution calendar year in which the Participants Required
Beginning Date occurs, will be made on or before December 31 of that distribution calendar year.



(3) Life expectancy. Life expectancy as computed by the use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury Regulations.



(4) Participants account balance. The account balance as of the last valuation date in the calendar year immediately preceding the
distribution calendar year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the account balance as of dates in the valuation calendar year after the valuation date and decreased by
distributions made in the valuation calendar year after the valuation date. The account balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the distribution
calendar year if distributed or transferred in the valuation calendar year.



(5) Required Beginning Date. The date specified in Section 7.5 subsection (f) of the Plan.





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IN WITNESS WHEREOF, this Amendment has been executed this 1stday of August, 2004



1STCENTENNIAL BANKBy

/s/ Beth SandersSIGNATUREBeth SandersNAMEExecutive Vice President & Chief Financial OfficerTITLE






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AMENDMENT NUMBER THREE TO
THE

1stCENTENNIAL BANK EMPLOYEE STOCK OWNERSHIP PLAN

(WITH 401(k) PROVISIONS)



The 1stCentennial Bank (1stCentennial) amended and restated
the Redlands Centennial Bank Employee Stock Ownership Plan into the 1stCentennial Bank Employee Stock Ownership
Plan (With 401 (k) Provisions) (the Plan), effective August 1,2004.



Effective August 13, 2004, 1stCentennial hereby amends the Plan as follows:



1. Section 4.1 (b) of the Plan is amended in its entirety and replaced with the following
Section 4.1(b):



(b) On behalf of each
Participant who is eligible to share in matching contributions for the Plan Year, a matching contribution equal to 50% of each such Participants Deferred Compensation, which amount shall be deemed an Employer Non-Elective Contribution



Except, however, in applying the matching
percentage specified above, only salary reductions up to 10% of annual Compensation shall be considered.



2. Section 4.4(b)(2) of the Plan is amended in its entirety and replaced with the following Section 4.4(b)(2)



(2) With respect to the Employer Non-Elective Contribution made pursuant to Section 4.1(b), to each Participants Directed Investment Account (See Section 4.12) in accordance with Section 4.1(b).



Any Participant actively employed during the Plan Year shall be eligible to
share in the matching contribution for the Plan Year.



3. Section 7.4(b) of the
Plan is hereby amended in its entirety and replaced with the following Section 7.4(b):



(b) The vested portion of any Participants Account attributable to contributions other than Qualified Non-Elective Contributions
shall be a percentage of the total amount credited to the Participants determined on the basis of the Participants whole year Periods of Service according to the following schedule:



Vesting Schedule



|                   |  |            |  
|------------------ |  | ---------- | -
|Periods of Service |  | Percentage |  
|1                  |  | 0          | %
|2                  |  | 40         | %
|3                  |  | 60         | %
|4                  |  | 80         | %
|5                  |  | 100        | %





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4. Sections 7.4(c), 7.4(d), 7.4(e) and 7.4(f) of the Plan are hereby amended as follows:



(i) Section 7.4(c), as drafted, is hereby deleted from the Plan in its
entirety and replaced with the following Section 7.4(c):



(c) Notwithstanding the vesting schedule in subsection (b) above, the Vested percentage of a Participants Account shall not be less than the Vested percentage attained as of the later of the effective date,
adoption date of the amendment and restatement or the adoption date of this Amendment Number Three.



(ii) Section 7.4(d) of the Plan is hereby deleted from the Plan in its entirety and replaced with the following Section 7.4(d).



(d) Notwithstanding the Vesting schedule in subsection (b)
above, upon the complete discontinuance of the Employer contributions to the Plan or upon any full or partial termination of the Plan, all amounts then credited to the account of any affected Participant shall become 100% Vested and shall not
thereafter be subject to Forfeiture.



(ii) Section 7.4(e) of
the Plan is hereby deleted from the Plan in its entirety and replaced with subsection (f), as currently drafted in the Plan dated August 1, 2004. Accordingly Section 7.4(f) as drafted in the Plan dated August 1, 2004 shall hereby become Section
7.4(e) of the Plan, as amended.



IN WITNESS WHEREOF, this Amendment to the Plan
has been executed this 13thday of August 2004



1STCENTENNIAL BANKBy

/s/ Beth SandersSIGNATUREBeth SandersNAMEExecutive Vice President & Chief Financial OfficerTITLE






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AMENDMENT NUMBER FOUR TO
THE

1stCENTENNIAL BANK EMPLOYEE STOCK OWNERSHIP PLAN

(WITH 401(k) PROVISIONS)



The 1stCentennial Bank (1stCentennial) amended and restated
the Redlands Centennial Bank Employee Stock Ownership Plan into the 1stCentennial Bank Employee Stock Ownership
Plan (With 401(k) Provisions) (the Plan), effective August 1, 2004.



Effective  , 2004, 1stCentennial hereby amends the Plan by replacing Sections 1.9, 4.1(d), 5.1(a), 7.5(b), 7.5(d), 7.6(b), 7.9(a) and 7.11(a) in their entirety with the following
Sections 1.9, 4.1(d), 5.1(a), 7.5(b), 7.5(d), 7.6(b), 7.9(a) and 7.11(a) as follows:



1.9 Company Stock Account means the account of a Participant which is credited with shares of Company Stock purchased and paid for by the Trust Fund or contributed to the Trust Fund as of August 1, 2004,
contributions made in Company Stock under Section 4.1(d), the allocable share of Company Stock Forfeitures, and earnings on such stock.



Amounts allocated to the Company Stock Account, from time to time, shall be deemed to constitute a stock bonus plan that is designed as an employee stock
ownership plan within the meaning of Code Section 4975(e)(7), the assets of which are primarily invested in Company Stock.



4.1 (d) A discretionary amount contributed by the Employer in cash or in Company Stock, which amount, if any, shall be deemed an Employer Non-Elective
Contribution.



5.1 (a) A portion of the Plan is designed to
invest primarily in Company Stock.



7.5 (b) Unless the
Participant elects in writing (or such other form as permitted by the Internal Revenue Service) a longer distribution period, distributions to a Participant or the Participants Beneficiary attributable to Company Stock in the Company Stock
Account shall be in substantially equal monthly, quarterly, semiannual, or annual installments over a period not longer than five (5) years. In the case of a Participant with a Company Stock Account balance attributable to Company Stock in excess of
$500,000, the five (5) year period shall be extended one (1) additional year but not more than five (5) additional years) for each $100,000 or fraction thereof by which such balance exceeds $500,000. The dollar limits shall be adjusted at the same
time and in the same manner as provided in Code Section 415(d).



7.5 (d) Notwithstanding anything herein to the contrary, the Administrator may direct that cash dividends on Shares of Company Stock allocable to Participants Company Stock Accounts be paid to the Plan and distributed in cash to
Participants in the Plan or their Beneficiaries no later than ninety (90) days after the close of the Plan Year in which paid.



7.6 (b) If a Participant or Beneficiary demands that benefits be distributed solely in Company Stock, distribution of a Participants benefit will be
made entirely in whole shares or other units of Company Stock. Any fractional unit value unexpended will be distributed in cash.



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7.9 (a) If any Participant, the Participants Beneficiary or any other person to whom shares of
Company Stock attributable to the Company Stock Account are distributed from the Plan (the Selling Participant) shall, at any time, desire to sell some or all of such shares (the Offered Shares) to a third party (the
Third Party), the Selling Participants shall give written notice of such desire to the Employer and the Administrator, which notice shall contain the number of shares offered for sale, the proposed terms of the sale and the names and
addresses of both the Selling Participant and Third Party. Both the Trust Fund and the Employer shall each have the right of first refusal for a period of fourteen (14) days from the date the Selling Participant gives such written notice to the
Employer and the Administrator (such fourteen (14) day period to run concurrently against the Trust Fund and the Employer) to acquire the Offered Shares. As between the Trust Fund and the Employer, the Trust Fund shall have priority to acquire the
shares pursuant to the right of first refusal. The selling price and terms shall be the same as offered by the Third Party.



7.11 (a) If Company Stock is distributed to a Participant from the Company Stock Account and such Company Stock is not readily tradeable on an established
securities market, a Participant has a right to require the Employer to repurchase the Company Stock distributed to such Participant under a fair valuation formula. Such Stock shall be subject to the provisions of Section 7.11(b).



IN WITNESS WHEREOF, this Amendment to the Plan has been executed this
 day of .



1STCENTENNIAL BANKBy

/s/ Beth SandersSIGNATUREBeth SandersNAMEExecutive Vice President / CFOTITLE




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