Exhibit 10.13


 


AMENDMENT TO THE


COLUMBIA BANK


SAVINGS INCOME MAINTENANCE PLAN


 


This Amendment to the Columbia
Bank Savings Income Maintenance Plan as adopted effective January 1, 1994 and amended and restated from time to time thereafter
(the “SIM”) is adopted by Columba Bank (the “Bank”) effective as specified below.


 


WITNESSETH THAT:


 


WHEREAS, the Bank
maintains the SIM for the benefit of certain executives selected by the Compensation Committee of the Board of Directors of the
Bank (the “Board”); and


 


WHEREAS, Section 9.01 of the SIM permits
the Bank to amend the SIM from time to time;


 


WHEREAS, the Bank
wishes to amend the SIM in connection with the public offering of Columbia Financial, Inc. common stock (the “Common Stock”)
to allow SIM participants to make a one-time voluntary election to transfer all or a portion of their account balances under the
SIM to the Columbia Bank Stock-Based Deferral Plan under which such amounts will be deemed invested in shares of Common Stock;
and


 


NOW THEREFORE, BE IT
RESOLVED that the SIM shall be, and hereby is, amended as follows, effective March 1, 2018 (the “Effective Date”):


 


1.           Section
1.10 of the Adoption Agreement to the SIM is amended by checking the box provided in such section.


 


2.           Attachment
B to the SIM (Superseding Provisions) is amended by including the following in the blank provided in section (a) thereof:


 


“One-Time Election.
Each Participant may make a one-time voluntary election to transfer all or a portion of their Plan account balances to the Columbia
Bank Stock-Based Deferral Plan. This election must be made no later than the date specified in the form prescribed by the Plan
Administrator for this purpose. All account balances transferred from this Plan to the Columbia Bank Stock-Based Deferral Plan
generally will be subject to the terms and conditions of the Columbia Bank Stock-Based Deferral Plan; provided, however, that notwithstanding
the foregoing or any other provision of the Columbia Bank Stock-Based Deferral Plan, all amounts transferred from this Plan to
the Columbia Bank Stock-Based Deferral Plan will be subject to the vesting schedule specified in this Plan and the time and form
of payment in effect for the transferred amounts at the time of the corresponding original deferral election under this Plan.”


 


[signature page follows]


 






    	 	 	 



     


    

 


This Amendment has been approved and adopted
by the Board effective as of the Effective Date and is executed below by the duly authorized officer of the Bank.


 


	 	COLUMBIA BANK
	 	 	 
	 	By:	/s/ Thomas J. Kemly
	 	 	Name: Thomas J. Kemly
	 	 	Title: Chief Executive Officer
	 	 	Date:  January 25, 2018


 


 


 


 


 








    	 	 	 



     


    
The
CORPORATEplan for RetirementSM


EXECUTIVE
Plan


 


Adoption
Agreement


 


IMPORTANT NOTE


 


This
document has not been approved by the Department of Labor, the Internal Revenue Service or any other governmental entity. An Employer
must determine whether the plan is subject to the Federal securities laws and the securities laws of the various states. An Employer
may not rely on this document to ensure any particular tax consequences or to ensure that the Plan is "unfunded and maintained
primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees"
under the Employee Retirement Income Security Act with respect to the Employer's particular situation. Fidelity Management Trust
Company, its affiliates and employees cannot and do not provide legal or tax advice or opinions in connection with this document.
This document does not constitute legal or tax advice or opinions and is not intended or written to be used, and it cannot be
used by any taxpayer, for the purposes of avoiding penalties that may be imposed on the taxpayer. This document must be
reviewed by the Employer’s attorney prior to adoption.


 


	Plan Number: 44184	ECM NQ 2007 AA
	(07/2007)	11/18/2008


 


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ADOPTION
AGREEMENT 


ARTICLE
1


 


	1.01	PLAN
    INFORMATION


 


	 	(a)	Name of Plan:


 


	 	This is the Columbia Bank Savings Income Maintenance Plan (the “Plan”).


 


	 	(b)	Plan Status (Check
    one.):                             / 


 


	 	(1)	Adoption Agreement effective date: 1/1/2009.
	 	 	 
	 	(2)	The Adoption Agreement effective date is (Check (A) or check and complete (B)):


 


	 	(A)	 ̈	A new Plan effective date.
	 	 	 	 
	 	(B)	þ	An amendment and restatement of the Plan. The original effective date of the Plan was: 1/1/1994


 


	 	(c)	Name of Administrator, if not the Employer:
	 	 	 
	 	 	 


 


	1.02	EMPLOYER


 


	 	(a)	Employer Name:	Columbia Bank


 


	 	(b)	The term "Employer" includes the following Related Employer(s) (as defined in Section 2.01(a)(25)) participating in the Plan:
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


	Plan Number: 44184	ECM NQ 2007 AA
	(07/2007)	11/18/2008


 


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	1.03	COVERAGE


 


	 	(Check (a) and/or (b).)


 


	 	(a)	þ	The following Employees are eligible to participate in the Plan (Check (1) or (2)):


 


	 	(1)	 ̈	Only those Employees designated in writing by the Employer, which writing is
    hereby incorporated herein.
	 	 	 	 
	 	(2)	þ	Only those Employees in the eligible class described below:


 


	 	Each Employee whom the Committee designates for inclusion in the Plan shall become a Participant as of the date such Employee is so designated, provided, however, that any such Employee must be a management or highly compensated employee and has met the "Salary Limit" imposed on compensation by Section 401(a)(17) of the Internal Revenue Code.


 


	 	(b)	 ̈	The following Directors are eligible to participate in the Plan (Check (1) or (2)):


 


	 	(1)	 ̈	Only those Directors designated in writing by the Employer, which writing is hereby incorporated
herein.
	 	 	 	 
	 	(2)	 ̈	All Directors, effective as of the later of the date in 1.01 (b) or the date the Director becomes a Director.


 


	 	(Note: A designation in Section 1.03(a)(1) or Section 1.03(b)(1) or a description in Section 1.03(a)(2) must include the effective date of such participation.) 


 


	1.04	COMPENSATION


 


	 	(If Section 1.03(a) is selected, select (a) or (b). If Section 1.03(b) is selected, complete (c))


 


	 	For purposes of determining all contributions under the Plan:


 


	 	(a)	 ̈ Compensation
    shall be as defined, with respect to Employees, in the ___________________________ Plan maintained by the Employer:


 


	 	(1)	 ̈	to the extent it is in excess of the limit imposed under Code section 401(a)(l 7).
	 	 	 
	 	(2)	 ̈	notwithstanding the limit imposed under Code section 401 (a)( 17).


 


	 	(b)	þ Compensation shall be as defined in Section 2.01(a)(9) with respect to Employees (Check (1), and/or (2) below, if, and as, appropriate):


 


	 	(1)	 ̈	but excluding the following:


 


	Plan Number: 44184	ECM NQ 2007 AA
	(07/2007)	11/18/2008


 


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	 	(2)	 ̈	but excluding bonuses,  except those bonuses listed in the table in Section 1.05(a)(2).


 


	 	(c)	 ̈	Compensation shall be as defined in Section 2.01(a)(9)(c) with respect to Directors, but excluding the following:
	 	 	 	 


 


	1.05	CONTRIBUTIONS ON BEHALF OF EMPLOYEES


 


	 	(a)	Deferral
    Contributions (Complete all that apply):


 


	 	(1)	þ	Deferral Contributions. Subject to any minimum or maximum deferral amount provided below, the Employer shall make a Deferral Contribution in accordance with, and subject to, Section 4.01 on behalf of each Participant who has an executed salary reduction agreement in effect with the Employer for the applicable calendar year (or portion of the applicable calendar year).


 


	Deferral Contributions 	Dollar Amount	% Amount
	Type of Compensation	Min	Max	Min	Max
	Compensation	 	 	0	60




 


	 	(Note: With respect to each type of Compensation, list the minimum and maximum
    dollar amounts or percentages as whole dollar amounts or whole number percentages.)


 


	 	(2)	 ̈	Deferral Contributions with respect to Bonus Compensation only. The Employer requires Participants to enter into a special salary reduction agreement to make Deferral Contributions with respect to one or more Bonuses, subject to minimum and maximum deferral limitations, as provided in the table below.


 


	
         

        Deferral
        Contributions

        Type
        of Bonus
	Treated As	Dollar Amount	% Amount
	Performance

Based	Non-

Performance

Based	Min	Max	Min	Max
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


	 	(Note: With respect to each type of Bonus, list the minimum and maximum dollar amounts or percentages as whole dollar amounts or whole number percentages. In the event a bonus identified as a Performance-based Bonus above does not constitute a Performance-based Bonus with respect to any Participant, such Bonus will be treated as a Non-Performance-based Bonus with respect to such Participant.)


 


	Plan Number: 44184	ECM NQ 2007 AA
	(07/2007)	11/18/2008


 


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	 	(b)	Matching
    Contributions (Choose (1) or (2) below, and (3) below, as applicable):


 


	 	(1)	þ	The Employer shall make a Matching Contribution on behalf of each Employee Participant in an amount described below:


 


	 	(A)	 ̈	__% of the Employee Participant’s Deferral Contributions for the calendar year.
	 	 	 	 
	 	(B)	þ	The amount, if any, declared by the Employer in writing, which writing is hereby incorporated herein.


 


	 	(C)	 ̈	Other: 	 


 


	 	(2)	 ̈	Matching Contribution Offset. For each Employee Participant who has made elective
    contributions (as defined in 26 CFR section 1.401(k)-6 (“QP Deferrals”)) of the maximum permitted under Code
    section 402(g), or the maximum permitted under the terms of the ________________________ Plan (the “QP”), to the
    QP, the Employer shall make a Matching Contribution in an amount equal to (A) minus (B) below:


 


	 	(A)	The matching contributions (as defined in 26 CFR section 1.40l(m)-1(a)(2) (“QP Match”)) that the Employee Participant would have received under the QP on the sum of the Deferral Contributions and the Participant’s QP Deferrals, determined as though—


 


	 	·	no limits otherwise imposed by the tax law applied to such QP match; and
	 	·	the Employee Participant’s Deferral Contributions had been made to the QP.


 


	 	(B)	The QP Match actually made to such Employee Participant under the QP for the applicable calendar year.


 


	 	Provided, however, that the Matching Contributions made on behalf of any Employee Participant pursuant to this Section 1.05(b)(2) shall be limited as provided in Section 4.02 hereof.


 


	 	(3)	 ̈	Matching Contribution Limits (Check the appropriate box (es)):


 


	 	(A)	 ̈	Deferral Contributions in excess of __% of the Employee Participant’s Compensation for the calendar year shall not be considered for Matching Contributions.


 


	Plan Number: 44184	ECM NQ 2007 AA
	(07/2007)	11/18/2008


 


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	 	(B)	 ̈	Matching Contributions for each Employee Participant for each calendar year shall
    be limited to $ ______.


 


	 	(c)	Employer Contributions


 


	 	(1)	 ̈	Fixed Employer Contributions. The Employer shall make an Employer Contribution on behalf of each Employee Participant in an amount determined as described below:
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	 


 


	 	(2)	 ̈	Discretionary Employer Contributions. The Employer may make Employer Contributions to the accounts of Employee Participants in any amount (which amount may be zero), as determined by the Employer in its sole discretion from time to time in a writing, which is hereby incorporated herein.


 


	1.06	CONTRIBUTIONS
    ON BEHALF OF DIRECTORS


 


	 	(a)	 ̈	Director Deferral Contributions


 


	 	The Employer shall make a Deferral Contribution in accordance with, and subject to, Section 4.01 on behalf of each Director Participant who has an executed deferral agreement in effect with the Employer for the applicable calendar year (or portion of the applicable calendar year), which deferral agreement shall be subject to any minimum and/or maximum deferral amounts provided in the table below.


 


	Deferral Contributions 

Type of Compensation	Dollar Amount	% Amount
	Min	Max	Min	Max
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


	 	(Note: With respect to each type of Compensation, list the minimum and maximum
    dollar amounts or percentages as whole dollar amounts or whole number percentages.)


 


	 	(b)	Matching and Employer Contributions:


 


	 	(1)	 ̈	 Matching Contributions. The Employer shall make a Matching Contribution on behalf of each Director Participant in an amount determined as described below:


 


	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


	Plan Number: 44184	ECM NQ 2007 AA
	(07/2007)	11/18/2008


 


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	 	(2)
    	 ̈	Fixed
    Employer Contributions. The Employer shall make an Employer Contribution on behalf of each Director Participant in an amount
    determined as described below:


 


	 	 			 
	 	 		 	 
	 	 		 	 


 


	 	(3)	 ̈	Discretionary
    Employer Contributions. The Employer may make Employer Contributions to the accounts of Director Participants in any amount
    (which amount may be zero), as determined by the Employer in its sole discretion from time to time, in a writing, which is
    hereby incorporated herein.


 


	Plan Number: 44184	ECM NQ 2007 AA
	(07/2007)	11/18/2008


 


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	1.07	DISTRIBUTIONS


 


	 	The form and timing of distributions from the Participant’s vested Account shall be made consistent with the elections in this Section 1.07.


 


	 	(a) (1)	Distribution options to be provided to Participants


 


	 	(A)
        Specified

        Date
	(B)
    Specified

    Age	(C)
    Separation

    From Service	(D)
    Earlier of

    Separation or

    Age	(E)
    Earlier of

    Separation or

    Specified Date	(F)
    Disability	(G)

    Change

    in

    Control	(H)
    Death
	 

        Deferral

        Contribution
	 

         ̈ Lump
        Sum

         

         ̈ Installments
	 

         ̈ Lump
        Sum

         

         ̈ Installments
	 

         ̈ Lump
        Sum

         

         ̈ Installments
	 

         ̈ Lump
        Sum

         

         ̈ Installments
	 

         ̈ Lump
        Sum

         

         ̈ Installments
	 

         ̈ Lump
        Sum

         

         ̈ Installments
	 

         ̈ Lump
        Sum
	 

         ̈ Lump
        Sum

         

         ̈ Installments

         

	 

         

        Matching

        Contributions
	 

         ̈ Lump
        Sum

         

         ̈ Installments
	 

         ̈ Lump
        Sum

         

         ̈ Installments
	 

         ̈ Lump
        Sum

         

         ̈ Installments
	 

         ̈ Lump
        Sum

         

         ̈ Installments
	 

         ̈ Lump
        Sum

         

         ̈ Installments
	 

         ̈ Lump
        Sum

         

         ̈ Installments
	 

         ̈ Lump
        Sum
	 

         ̈ Lump
        Sum

         

         ̈ Installments

         

	 

         

        Employer

        Contributions
	 

         ̈ Lump
        Sum

         

         ̈ Installments
	 

         ̈ Lump
        Sum

         

         ̈ Installments
	 

         ̈ Lump
        Sum

         

         ̈ Installments
	 

         ̈ Lump
        Sum

         

         ̈ Installments
	 

         ̈ Lump
        Sum

         

         ̈ Installments
	 

         ̈ Lump
        Sum

         

         ̈ Installments
	 

         ̈ Lump
        Sum
	 

         ̈ Lump
        Sum

         

         ̈ Installments

         



 


	 	(Note: If the Employer elects (F), (G), or (H) above, the Employer must also elect (A), (B), (C), (D), or (E) above, and the Participant must also elect (A), (B), (C), (D), or (E) above. In the event the Employer elects only a single payment trigger and/or payment method above, then such single payment trigger and/or payment method shall automatically apply to the Participant. If the employer elects to provide for payment upon a specified date or age, and the employer applies a vesting schedule to amounts that may be subject to such payment trigger(s), the employer must apply a minimum deferral period, the number of years of which must be greater than the number of years required for 100% vesting in any such amounts. If the employer elects to provide for payment upon disability and/or death, and the employer applies a vesting schedule to amounts that may be subject to such payment trigger, the employer must also elect to apply 100% vesting in any such amounts upon disability and/or death.)


 


	 	(2)	 ̈	A
    Participant incurs a Disability when the Participant (Check at least one if Section 1.07(a)(1)(F) or if Section 1.08(e)(3)
    is elected):


 


	 	(A)	 ̈	is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.
	 	 	 	 
	 	(B)	 ̈	is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Employer.


 


	Plan Number: 44184	ECM NQ 2007 AA
	(07/2007)	11/18/2008


 


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	 	(C)	 ̈	is determined to be totally disabled by the Social Security Administration or the Railroad Retirement Board.


 


	 	(D)	 ̈	is determined to be disabled pursuant to the following disability insurance
    program: ______ the definition of disability under which complies with the requirements in regulations under Code section
    409A.


 


	 	(Note: If more than one box above is checked, then the Participant will have a Disability if he satisfies at least one of the descriptions corresponding to one of such checked boxes.)


 


	 	(3)	þ	Regardless  of any payment trigger and, as applicable, payment method, to which the Participant would otherwise be subject pursuant to (1) above, the first to occur of the following Plan-level payment triggers will cause payment to the Participant commencing pursuant to Section 1.07(c)(1) below in a lump sum, provided such Plan-level payment trigger occurs prior to the payment trigger to which the Participant would otherwise be subject.


 


Payment
Trigger


 


	 	(A)	 ̈	Separation
    from Service prior to:
	 	 	 	_________________________________	 
	 	(B)	þ	Separation
    from Service
	 	(C)	 ̈	Death
	 	(D)	þ	Change
    in Control


 


	 	(b)	Distribution Election Change


 


	 	 	A Participant


 


	 	(1)	 ̈	shall
	 	(2)	þ	shall not


 


	 	be permitted to modify a scheduled distribution election in accordance with Section 8.01(b) hereof.


 


	Plan Number: 44184	ECM NQ 2007 AA
	(07/2007)	11/18/2008


 


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	 	(c)	Commencement of Distributions


 


	 	(1)	Each lump sum distribution and the first distribution in a series of installment payments (if applicable) shall commence as elected in (A), (B) or (C) below:


 


	 	(A) þ	Monthly
    on the 1st day of the month which day next follows the applicable triggering event described in 1.07(a).
	 	(B)  ̈	Quarterly
    on the ____day of the following months _____________, ____________, ____________, or ____________ (list one month
    in     each calendar     quarter) which day next follows the applicable triggering event described in 1.07(a).
	 	(C)  ̈	Annually
    on the _____day of _____________ (month) which day next follows the applicable triggering event described in 1.07(a).


 


	 	(Note:
    Notwithstanding the above: a six-month delay shall be imposed with respect to certain distributions to Specified Employees;
    a Participant who chooses payment on a Specified Date will choose a month, year or quarter (as applicable) only, and payment
    will be made on the applicable date elected in (A), (B) or (C) above that falls within such month, year or quarter elected
    by the Participant.)


 


	 	(2)	The
    commencement of distributions pursuant to the events elected in Section 1.07(a)(1) and Section 1.07(a)(3) shall be modified
    by application of the following:


 


	 	(A)	þ	Separation
    from Service Event Delay – Separation
    from Service will be treated as not having occurred for 2
    months after the date of such event.
	 	 	 	 
	 	(B)	 ̈	Plan
    Level Delay – all
    distribution events (other than those based on Specified Date or Specified Age) will be treated as not having occurred for
    _____ days (insert number of days but not more than 30).


 


	 	(d)	Installment
    Frequency and Duration 


 


	 	If
    installments are available under the Plan pursuant to Section 1.07(a), a Participant shall be permitted to elect that the
    installments will be paid (Complete 1
    and 2 below):


 


	 	(1)	at
    the following intervals:


 


	 	(A)	 ̈	Monthly
    commencing on the day elected in Section 1.07(c)(1).
	 	(B)	 ̈	Quarterly
    commencing on the day elected in Section 1.07(c)(1) (with payments made at three-month intervals thereafter).
	 	(C)	 ̈	Annually
    commencing on the day elected in Section 1.07(c)(1).


 


	Plan Number: 44184	ECM NQ 2007 AA
	(07/2007)	11/18/2008


 


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	 	(2)	over
    the following term(s) (Complete either
    (A) or (B)):


 


	 	(A)	 ̈	Any
    term of whole years between ____ (minimum of 1) and ___ (maximum of 30).
	 	 	 	 
	 	(B)	 ̈	Any
    of the whole year terms selected below.


 


	 ̈ 1	 ̈ 2	 ̈ 3	 ̈ 4	 ̈ 5	 ̈ 6
	 ̈ 7	 ̈ 8	 ̈ 9	 ̈ 10	 ̈ 11	 ̈ 12
	 ̈ 13	 ̈ 14	 ̈ 15	 ̈ 16	 ̈ 17	 ̈ 18
	 ̈ 19	 ̈ 20	 ̈ 21	 ̈ 22	 ̈ 23	 ̈ 24
	 ̈ 25	 ̈ 26	 ̈ 27	 ̈ 28	 ̈ 29	 ̈ 30


 


	 	(Note:
    Only elect a term of one year if Section 1.07(d)(1)(A) and/or Section 1.07(d)(1)(B) is elected above.)


 


	 	(e)	Conversion
    to Lump Sum


 


		 ̈	Notwithstanding
    anything herein to the contrary, if the Participant’s vested Account at the time such Account becomes payable to him
    hereunder does not exceed $_______distribution of the Participant’s vested Account shall automatically be made in the
    form of a single lump sum at the time prescribed in Section 1.07(c)(1).


 


	 	(f)	Distribution
    Rules Applicable to Pre-effective Date Accruals


 


	 	 ̈	Benefits
    accrued under the Plan (subject to Code section 409A) prior to the date in Section 1.01(b)(1) above are subject to distribution
    rules not described in Section 1.07(a) through (e), and such rules are described in Attachment A Re: PRE EFFECTIVE DATE ACCRUAL
    DISTRIBUTION RULES.


 


	1.08	VESTING
    SCHEDULE


 


	 	(a)	(1)	The
    Participant’s vested percentage in Matching Contributions elected in Section 1.05(b) shall be based upon the following
    schedule and unless Section 1.08(a)(2) is checked below will be based on the elapsed time method as described in Section 7.03(b).


 


	 	Years of Service	Vesting %	 
	 	0	0	 
	 	1	0	 
	 	2	25	 
	 	3	50	 
	 	4	75	 
	 	5	100	 


 


	Plan Number: 44184	ECM NQ 2007 AA
	(07/2007)	11/18/2008


 


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	 	 	(2)	 ̈  Vesting
    shall be based on the class year method as described in Section 7.03(c).


 


	 	(b)	(1)	The Participant’s vested percentage in Employer Contributions elected in
    Section 1.05(c) shall be based upon the following schedule and unless Section 1.08(b)(2) is checked below will be based on
    the elapsed time method as described in Section 7.03(b).


 


	 	 	(2)	 ̈  Vesting
    shall be based on the class year method as described in Section 7.03(c).


 


	 	(c)	 ̈	Years of Service shall exclude (Check
    one.):


 


	 	 	(1)	 ̈	for new plans, service prior to the Effective Date as defined in Section 1.01(b)(2)(A).


 


	 	 	(2)	 ̈	for existing plans converting from another plan document, service prior to the
    original Effective Date as defined in Section 1.01(b)(2)(B).


 


	 	 	(Note: Do not elect to apply this Section 1.08(c) if vesting is based only on
    the class year method.)


 


	 	(d)	 ̈	Notwithstanding anything to the contrary herein, a Participant will forfeit his Matching Contributions and Employer Contributions (regardless of whether vested) upon the occurrence of the following event(s):
	 	 	 	 	 
	 	 	 	 	 


 


	 	 	(Note: Contributions with respect to Directors, which are 100% vested at all times,
    are subject to the rule in this subsection (d).)


 


	 	(e)	A Participant will be 100% vested in his Matching Contributions and Employer Contributions
    upon (Check
    the appropriate box(es)):


 


	 	 	(1) 	 ̈	Retirement eligibility is the date the Participant attains age 0 and completes
    0 Years of Service, as defined in Section 7.03(b).


 


	 	 	(2)	þ	Death.


 


	 	 	(3) 	 ̈	The date on which the Participant becomes disabled, as determined under Section
    1.07(a)(2).


 


	 	 	(Note: Participants will automatically vest upon Change in Control if Section
    1.07(a)(1)(G) is elected.)


 


	Plan Number: 44184	ECM NQ 2007 AA
	(07/2007)	11/18/2008


 


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	 	(f)	 ̈	Years
    of Service in Section 1.08 (a)(1) and Section 1.08 (b)(1) shall include service with the following employers:
	 	 	 	 	 
	 	 	 	 	 


 


		1.09	INVESTMENT
                                         DECISIONS



 


A Participant’s Account
shall be treated as invested in the Permissible Investments as directed by the Participant unless otherwise provided below:


 


 











 


 








 


		1.10	ADDITIONAL
                                         PROVISIONS



 


The Employer may elect Option
below and complete the Superseding Provisions Addendum to describe overriding provisions that are not otherwise reflected in this
Adoption Agreement.


 


	 	 ̈	The
    Employer has completed the Superseding Provisions Addendum to reflect the provisions of the Plan that supersede provisions
    of this Adoption Agreement and/or the Basic Plan Document.


 


	Plan Number: 44184	ECM NQ 2007 AA
	(07/2007)	11/18/2008


 


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EXECUTION
PAGE


(Fidelity’s
Copy)


 


IN
WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed this 10th day of December, 2008.


 


	 	Employer	Columbia
    Bank
	 	 	 
	 	By	Geri
    M. Kelly
	 	 	 
	 	Title	SVP,
    Human Resources Officer


 


	Plan Number: 44184	ECM NQ 2007 AA
	(07/2007)	11/18/2008


 


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EXECUTION
PAGE


(Employer’s
Copy)


 


IN
WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed this 10th day of December, 2008.


 


	 	Employer	Columbia
    Bank
	 	 	 
	 	By	Geri
    M. Kelly
	 	 	 
	 	Title	SVP,
    Human Resources Officer


 


	Plan Number: 44184	ECM NQ 2007 AA
	(07/2007)	11/18/2008


 


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AMENDMENT
EXECUTION PAGE


(Fidelity’s
Copy)


 


	Plan
    Name:	Columbia
    Bank Savings Income Maintenance Plan (the “Plan”)
	 	 
	Employer:	Columbia
    Bank


 


(Note:
These execution pages are to be completed in the event the Employer modifies any prior election(s) or makes a new election(s)
in this Adoption Agreement. Attach the amended page(s) of the Adoption Agreement to these execution pages.)


 


The
following section(s) of the Plan are hereby amended effective as of the date(s) set forth below:


 


	Section
    Amended	Effective
    Date
	 	 
	 	 
	 	 
	 	 


 


IN
WITNESS WHEREOF, the Employer has caused this Amendment to be executed on the date below.


 


	 	Employer:	 
	 	 	 
	 	By:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	Date:	 


 


	Plan Number: 44184	ECM NQ 2007 AA
	(07/2007)	11/18/2008


 


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AMENDMENT
EXECUTION PAGE


(Employer’s
Copy)


 


	Plan Name:	Columbia
    Bank Savings Income Maintenance Plan (the “Plan”)
	 	 
	Employer:	Columbia
    Bank


 


(Note: These execution pages are to be completed in the event
the Employer modifies any prior election(s) or makes a new election(s) in this Adoption Agreement. Attach the amended page(s)
of the Adoption Agreement to these execution pages.)


 


	Section
    Amended	Effective
    Date
	 	 
	 	 
	 	 
	 	 


 


IN WITNESS WHEREOF, the Employer has caused
this Amendment to be executed on the date below.


 


	 	Employer:	 
	 	 	 
	 	By:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	Date:	 


 


	Plan Number: 44184	ECM NQ 2007 AA
	(07/2007)	11/18/2008


 


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ATTACHMENT
A


 


Re:
PRE EFFECTIVE DATE ACCRUAL DISTRIBUTION RULES


 


	Plan
    Name:	Columbia
    Bank Savings Income Maintenance Plan (the “Plan”)


 


	 
	 
	 
	 
	 
	 
	 


 


	Plan Number: 44184	ECM NQ 2007 AA
	(07/2007)	11/18/2008


 


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ATTACHMENT B


 


Re: SUPERSEDING PROVISIONS


for


 


	Plan Name:	Columbia
    Bank Savings Income Maintenance Plan (the “Plan”)


 


		(a)	Superseding Provision(s) – The following provisions supersede
                                         other provisions of this Adoption Agreement and/or the Basic Plan Document as described
                                         below:



 


	 
	 
	 
	 
	 
	 


 


	Plan Number: 44184	ECM NQ 2007 AA
	(07/2007)	11/18/2008


 


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The
CORPORATEplan for RetirementSM


EXECUTIVE
Plan


 


BASIC
PLAN DOCUMENT


 


IMPORTANT
NOTE


 


This document has not been approved
by the Department of Labor, the Internal Revenue Service or any other governmental entity. The Employer must determine whether
the plan is subject to the Federal securities laws and the securities laws of the various states. The Employer may not rely on
this document to ensure any particular tax consequences or to ensure that the Plan is “unfunded and maintained primarily
for the purpose of providing deferred compensation to a select group of management or highly compensated employees” under
the Employee Retirement Income Security Act with respect to the Employer’s particular situation. Fidelity Management Trust
Company, its affiliates and employees cannot and do not provide legal or tax advice or opinions in connection with this document.
This document does not constitute legal or tax advice or opinions and is not intended or written to be used, and it cannot be
used by any taxpayer, for the purposes of avoiding penalties that may be imposed on the taxpayer. This document must
be reviewed by the Employer’s attorney prior to adoption.


 


	(07/2007)	ECM NQ
    2007 BPD


 


©
2007 Fidelity Management & Research Company


 




     


     


    

 


CORPORATEplan
for Retirement EXECUTIVE


BASIC
PLAN DOCUMENT


 





	ARTICLE 1	 
	ADOPTION AGREEMENT	1
	 	 
	ARTICLE 2 	 
	DEFINITIONS	1
	 	 
	2.01 - Definitions	1
	 	 
	ARTICLE 3	 
	PARTICIPATION	5
	 	 
	3.01 - Date of Participation	5
	3.02 - Participation Following a Change in Status	5
	 	 
	ARTICLE 4	 
	CONTRIBUTIONS	6
	 	 
	4.01 - Deferral Contributions	6
	4.02 - Matching Contributions	7
	4.03 - Employer Contributions	7
	4.04 - Election Forms	7
	 	 
	ARTICLE 5	 
	PARTICIPANTS’ ACCOUNTS	7
	 	 
	ARTICLE 6	 
	INVESTMENT OF ACCOUNTS	8
	 	 
	6.01 - Manner of Investment	8
	6.02 - Investment Decisions, Earnings and Expenses	8
	 	 
	ARTICLE 7	 
	RIGHT TO BENEFITS	8
	 	 
	7.01 - Retirement	8
	7.02 - Death	8
	7.03 - Separation from Service	8
	7.04 - Vesting after Partial Distribution	9
	7.05 - Forfeitures	9
	7.06 - Change in Control	9
	7.07 - Disability	10
	7.08 - Directors	10
	 	 
	ARTICLE 8	 
	DISTRIBUTION OF BENEFITS	10
	 	 
	8.01 - Events Triggering and Form of Distributions	10
	8.02 - Notice to Trustee	12
	8.03 - Unforeseeable Emergency Withdrawals	12




 


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	ARTICLE 9	 
	AMENDMENT AND TERMINATION	12
	 	 
	9.01 - Amendment by Employer	12
	9.02 - Termination	12
	 	 
	ARTICLE 10	 
	MISCELLANEOUS	12
	 	
	10.01 - Communication to Participants	12
	10.02 - Limitation of Rights	12
	10.03 - Nonalienability of Benefits	12
	10.04 - Facility of Payment	13
	10.05 - Plan Records	13
	10.06 - USERRA	13
	10.07 - Governing Law	13
	 	 
	ARTICLE 11	 
	PLAN ADMINISTRATION	13
	 	 
	11.01 - Powers and Responsibilities of the Administrator	13
	11.02 - Claims and Review Procedures	14







 


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2007 Fidelity Management & Research Company


 






     


     


    

 

 


PREAMBLE


 


It is the intention of the Employer to establish herein
an unfunded plan maintained solely for the purpose of providing deferred compensation for a select group of management or highly
compensated employees as provided in ERISA. The Employer further intends that this Plan comply with Code section 409A, and the
Plan is to be construed accordingly.


 


If the Employer has previously maintained the Plan described
herein pursuant to a previously existing plan document or description, the Employer’s adoption of this Plan document is
an amendment and complete restatement of, and supersedes, such previously existing document or description with respect to benefits
accrued or to be paid on or after the effective date of this document (except to the extent expressly provided otherwise herein).


 


Article 1. Adoption
Agreement.


 


Article 2. Definitions.


 


2.01.       Definitions.


 


(a)    Wherever
used herein, the following terms have the meanings set forth below, unless a different meaning is clearly required by the context:


 


		(1)	“Account” means an account established on
the books of the Employer for the purpose of recording amounts credited to a Participant and any income, expenses, gains, or losses
attributable thereto.



 


		(2)	“Active Participant” means a Participant who is eligible to accrue benefits under a plan (other than earnings on
amounts previously deferred) within the 24-month period ending on the date the Participant becomes a Participant under Section
3.01. Notwithstanding the above, however, a Participant is not an Active Participant if he has been paid all amounts deferred under
the plan, provided that he was, on and before the date of the last payment, ineligible to continue or to elect to continue to participate
in the plan for periods after such last payment (other than through an election of a different time and form of payment with respect
to the amounts paid).



 


		(A)	For purposes of Section 4.01(d), as used in the first paragraph of the definition of “Active Participant” above,
“plan” means an account balance plan (or portion thereof) of the Employer or a Related Employer subject to Code section
409A pursuant to which the Participant is eligible to accrue benefits only if the Participant elects to defer compensation thereunder,
and the “date the Participant becomes a Participant under Section 3.01” refers only to the date the Participant becomes
a Participant with respect to Deferral Contributions.



 


		(B)	For purposes of Section 8.01(a)(2), as used in the first paragraph of the definition of “Active Participant” above,
“plan” means an account balance plan (or portion thereof) of the Employer or a Related Employer subject to Code section
409A pursuant to which the Participant is eligible to accrue benefits without any election by the Participant to defer compensation
thereunder, and the “date the Participant becomes a Participant under Section 3.01” refers only to the date the Participant
becomes a Participant with respect to Matching or Employer Contributions.



 





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(3)       “Administrator”
means the Employer adopting this Plan (but excluding Related Employers) or other person designated by the Employer in Section 1.01(c).


 


(4)       “Adoption
Agreement” means Article 1, under which the Employer establishes and adopts or amends the Plan and selects certain provisions
of the Plan. The provisions of the Adoption Agreement are an integral part of the Plan.


 


(5)       “Beneficiary”
means the person or persons entitled under Section 7.02 to receive benefits under the Plan upon the death of a Participant.


 


(6)       “Bonus”
means any Performance-based Bonus or any Non-performance-based Bonus as listed and identified in the table in Section 1.05(a)(2)
hereof.


 


(7)       “Change
in Control” means a change in control with respect to the applicable corporation, as defined in 26 CFR section 1.409A-3(i)(5).
For purposes of this definition “applicable corporation” means:


 


		(A)	The corporation for which the Participant is performing services at the time of the change in control event;



 


		(B)	The corporation(s) liable for payment hereunder (but only if either the accrued benefit hereunder is attributable to the performance
of service by the Participant for such corporation(s) or there is a bona fide business purpose for such corporation(s) to be liable
for such payment and, in either case, no significant purpose of making such corporation(s) liable for such benefit is the avoidance
of Federal income tax); or



 


		(C)	A corporate majority shareholder of one of the corporations described in (A) or (B) above or any corporation in a chain of
corporations in which each corporation is a majority shareholder of another corporation in the chain, ending in a corporation identified
in (A) or (B) above.



 


(8)       “Code”
means the Internal Revenue Code of 1986, as amended from time to time.


 


(9)       “Compensation”
means for purposes of Article 4:


 


		(A)	If the Employer elects Section 1.04(a), such term as defined in such Section 1.04(a).



 


		(B)	If the Employer elects Section 1.04(b), wages as defined in Code section 3401(a) and all other payments of compensation to
an Employee by the Employer (in the course of the Employer’s trade or business) for which the Employer is required to furnish
the Employee a written statement under Code sections 6041(d) and 6051(a)(3), excluding any items elected by the Employer in Section
1.04(b), reimbursements or other expense allowances, fringe benefits (cash and non-cash), moving expenses, deferred compensation
and welfare benefits, but including amounts that are not includable in the gross income of the Employee under a salary reduction
agreement by reason of the application of Code section 125, 132(f)(4), 402(e)(3), 402(h) or 403(b). Compensation shall 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)).



 





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		(C)	If the Employer elects Section 1.04(c), any and all monetary remuneration paid to the Director by the Employer, including,
but not limited to, meeting fees and annual retainers, and excluding items listed in Section 1.04(c).



 


For purposes
of this Section 2.01(a)(9), Compensation shall also include amounts deferred pursuant to an election under Section 4.01.


 


(10)       “Deferral
Contribution” means a hypothetical contribution credited to a Participant’s Account as the result of the Participant’s
election to reduce his Compensation in exchange for such credit, as described in Section 4.01.


 


(11)       “Director”
means a person, other than an Employee, who is elected or appointed as a member of the board of directors of the Employer, with
respect to a corporation, or to an analogous position with respect to an entity that is not a corporation.


 


(12)       “Disability”
is described in Section 1.07(a)(2).


 


(13)       “Employee”
means any employee of the Employer.


 


(14)       “Employer”
means the employer named in Section 1.02(a) and any Related Employers listed in Section 1.02(b).


 


(15)       “Employer
Contribution” means a hypothetical contribution credited to a Participant’s Account under the Plan as a result of the
Employer’s crediting of such amount, as described in Section 4.03.


 


(16)       “Employment
Commencement Date” means the date on which the Employee commences employment with the Employer.


 


(17)       “ERISA”
means the Employee Retirement Income Security Act of 1974, as from time to time amended.


 


(18)       “Inactive
Participant” means a Participant who is not an Employee or Director.


 


(19)       “Matching
Contribution” means a hypothetical contribution credited to a Participant’s Account under the Plan as a result of the
Employer’s crediting of such amount, as described in Section 4.02.


 


(20)       “Non-performance-based
Bonus” means any Bonus listed under the column entitled “non-performance based” in Section 1.05(a)(2).


 


(21)       “Participant”
means any Employee or Director who participates in the Plan in accordance with Article 3 (or formerly participated in the Plan
and has an amount credited to his Account).


 


(22)       “Performance-based
Bonus” means any Bonus listed under the column entitled “performance based” in Section 1.05(a)(2), which constitutes
compensation, the amount of, or entitlement to, which is contingent on the satisfaction of pre-established organizational or individual
performance criteria relating to a performance period of at least 12 consecutive months and which is further defined in 26 CFR
section 1.409A-1(e).


 


(23)       “Permissible
Investment” means the investments specified by the Employer as available for hypothetical investment of Accounts. The Permissible
Investments under the Plan are listed in the Service Agreement, and the provisions of the Service Agreement listing the Permissible
Investments are hereby incorporated herein.


 





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(24)       “Plan”
means the plan established by the Employer as set forth herein as a new plan or as an amendment to an existing plan, such establishment
to be evidenced by the Employer’s execution of the Adoption Agreement, together with any and all amendments hereto.


 


(25)       “Related
Employer” means any employer other than the Employer named in Section 1.02(a), if the Employer and such other employer are
members of a controlled group of corporations (as defined in Code section 414(b)) or trades or businesses (whether or not incorporated)
under common control (as defined in Code section 414(c)).


 


(26)       “Separation
from Service” means the date the Participant retires or otherwise has a termination of employment (or a termination of the
contract pursuant to which the Participant has provided services as a Director, for a Director Participant) with the Employer and
all Related Employers, as further defined in 26 CFR section 1.409A-1(h); provided, however, that


 


(A)          For
purposes of this paragraph (26), the definition of “Related Employer” shall be modified as follows:


 


(i)       In
applying Code section 1563(a)(1), (2) and (3) for purposes of determining a controlled group of corporations under Code section
414(b), the phrase “at least 50%” shall be used instead of “at least 80 percent” each place “at least
80 percent” appears in Code section 1563(a)(1), (2) and (3); and


 


(ii)       In
applying 26 CFR section 1.414(c)-2 for purposes of determining trades or business (whether or not incorporated) under common control
for purposes of Code section 414(c), the phrase “at least 50%” shall be used instead of “at least 80 percent”
each place “at least 80 percent” appears in 26 CFR section 1.414(c)-2.


 


(B)           In
the event a Participant provides services to the Employer or a Related Employer as an Employee and a Director,


 


(i)       The
Employee Participant’s services as a Director are not taken into account in determining whether the Participant has a Separation
from Service as an Employee; and


 


(ii)       The
Director Participant’s services as an Employee are not taken into account in determining whether the Participant has a Separation
from Service as a Director


 


provided that
this Plan is not aggregated with a plan subject to Code section 409A in which the Director Participant participates as an employee
of the Employer or a Related Employer or in which the Employee Participant participates as a director (or a similar position with
respect to a non-corporate entity) of the Employer or a Related Employer, as applicable, pursuant to 26 CFR section 1.409A-1(c)(2)(ii).


 


(27)       “Service
Agreement” means the agreement between the Employer and Trustee regarding the arrangement between the parties for recordkeeping
services with respect to the Plan.


 


(28)       “Specified
Employee,” (unless defined by the Employer in a separate writing, in which case such writing is hereby incorporated herein)
means a Participant who meets the requirements in 26 CFR section 1.409A-1(i) applying the default definition components provided
in such regulation (those that would apply absent elections, as described in 26 CFR section 1.409A-1(i)(8)), including an identification
date of December 31. In the event that such default definition components are applicable, the Employer has elected Section 1.01(b)(2)
and, immediately prior to the date in Section 1.01(b)(2), the Plan applied an identification date (the “prior date”)
other than the December 31, the prior date shall continue to apply, and December 31 shall not apply, until the date that is 12
months after the date in Section 1.01(b)(2).


  


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(29)       “Trust”
means the trust created by the Employer, pursuant to the Trust agreement between the Employer and the Trustee, under which assets
are held, administered, and managed, subject to the claims of the Employer’s creditors in the event of the Employer’s insolvency,
until paid to Participants and their Beneficiaries as specified in the Plan.


 


(30)       “Trust
Fund” means the property held in the Trust by the Trustee.


 


(31)       “Trustee”
means the individual(s) or entity appointed by the Employer under the Trust agreement.


 


(32)       “Unforeseeable
Emergency” is as defined in 26 CFR section 1.409A-3(i)(3)(i).


 


(33)       “Year
of Service” is as defined in Section 7.03(b) for purposes of the elapsed time method and in Section 7.03(c) for purposes
of the class year method.


 


(b)       Pronouns
used in the Plan are in the masculine gender but include the feminine gender unless the context clearly indicates otherwise.


 


Article 3. Participation.


 


3.01.       Date
of Participation. An Employee or Director becomes a Participant on the date such Employee’s or Director’s
participation becomes effective (as described in Section 1.03).


 


3.02.       Participation
following a Change in Status.


 


(a)       If
a Participant ceases to be an Employee or Director and thereafter resumes the same status he had as a Participant during his immediately
previous participation in the Plan (as an Employee if previously a Participant as an Employee and as a Director if previously a
Participant as a Director), he will again become a Participant immediately upon resumption of such status, provided, however, that
if such Participant is a Director, he is an eligible Director upon resumption of such status (as defined in Section 1.03(b)), and
provided, further, that if such Participant is an Employee, he is an eligible Employee upon resumption of such status (as defined
in Section 1.03(a)). Deferral Contributions to such Participant’s Account thereafter, if any, shall be subject to (1) or
(2) below.


 


(1)       If
the Participant resumes such status during a period for which such Participant had previously made a valid deferral election pursuant
to Section 4.01, he shall immediately resume such Deferral Contributions. Deferral Contributions applicable to periods thereafter
shall be made pursuant to the election and other rules described in Section 4.01.


 


(2)       If
the Participant resumes such status after the period described in the first sentence of paragraph (1) of this Section 3.02, any
Deferral Contributions with respect to such Participant shall be made pursuant to the election and other rules described in Section
4.01.


 


(b)       When
an individual who is a Participant due to his status as an eligible Employee (as defined in Section 1.03(a)) continues in the
employ of the Employer or Related Employer but ceases to be an eligible Employee, the individual shall not receive an
allocation of Matching or Employer Contributions for the period during which he is not an eligible Employee. Such Participant
shall continue to make Deferral Contributions throughout the remainder of the applicable period (as described in Section
4.01) in which such change in status occurs, if, and as, applicable.


 





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(c)       When
an individual who is a Participant due to his status as an eligible Director (as defined in Section 1.03(b)) continues his directorship
with the Employer or a Related Employer but ceases to be an eligible Director, the individual shall not receive an allocation of
Matching or Employer Contributions for the period during which he is not an eligible Director. Such Participant shall continue
to make Deferral Contributions throughout the remainder of the applicable period (as described in Section 4.01) in which such change
in status occurs, if, and as, applicable.


 


Article 4. Contributions.


 


		4.01	Deferral
                                         Contributions. If elected by the Employer pursuant to Section 1.05(a)
                                         and/or 1.06(a), a Participant described in such applicable Section may elect to reduce
                                         his Compensation by a specified percentage or dollar amount. The Employer shall credit
                                         an amount to the Participant’s Account equal to the amount of such reduction. Except
                                         as otherwise provided in this Section 4.01, such election shall be effective to defer
                                         Compensation relating to all services performed in the calendar year beginning after
                                         the calendar year in which the Participant executes the election. Under no circumstances
                                         may a salary reduction agreement be adopted retroactively. If the Employer has elected
                                         to apply Section 1.05(a)(2), no amount will be deducted from Bonuses unless the Participant
                                         has made a separate deferral election applicable to such Bonuses. A Participant’s
                                         election to defer Compensation may be changed at any time before the last permissible
                                         date for making such election, at which time such election becomes irrevocable. Notwithstanding
                                         anything herein to the contrary, the conditions under which a Participant may make a
                                         deferral election as provided in the applicable salary reduction agreement are hereby
                                         incorporated herein and supersede any otherwise inconsistent Plan provision.



 


		(a)	Performance
                                         Based Bonus. With respect to a Performance-based Bonus, a separate election
                                         made pursuant to Section 1.05(a)(2) will be effective to defer such Bonus if made no
                                         later than 6 months before the end of the period during which the services on which such
                                         Performance-based Bonus is based are performed.



 


		(b)	Fiscal
                                         Year Bonus. With respect to a Bonus relating to a period of service coextensive
                                         with one or more consecutive fiscal years of the Employer, of which no amount is paid
                                         or payable during the service period, a separate election pursuant to Section 1.05(a)(2)
                                         will be effective to defer such Bonus if made no later than the close of the Employer’s
                                         fiscal year next preceding the first fiscal year in which the Participant performs any
                                         services for which such Bonus is payable.



 


		(c)	Cancellation
                                         of Salary Reduction Agreement.



 


(1)       The
Administrator may cancel a Participant’s salary reduction agreement pursuant to the provisions of 26 CFR section 1.409A-3(j)(4)(viii)
in connection with the Participant’s Unforeseeable Emergency. To the extent required pursuant to the application of 26 CFR
section 1.401(k)-1(d)(3) (or any successor thereto), a Participant’s salary reduction agreement shall be automatically cancelled.


 


(2)       The
Administrator may cancel a Participant’s salary reduction agreement pursuant to the provisions of 26 CFR section 1.409A-3(j)(4)(xii)
in connection with the Participant’s disability. Such cancellation must occur by the later of the end of the Participant’s
taxable year or the 15th day of the third month following the date the Participant incurs a disability. For purposes
of this paragraph (2), a disability is any medically determinable physical or mental impairment resulting in the Participant’s
inability to perform the duties of his or her position or any substantially similar position, where such impairment can be expected
to result in death or can be expected to last for a continuous period of not less than six months.


 





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In no event
may the Participant, directly or indirectly, elect such a cancellation. A cancellation pursuant to this subsection (c) shall apply
only to Compensation not yet earned.


 


		(d)	Initial
                                         Deferral Election. Notwithstanding the above, if the Participant is not
                                         an Active Participant, the Participant may make an election to defer Compensation within
                                         30 days after the Participant becomes a Participant, which election shall be effective
                                         with respect to Compensation payable for services performed during the calendar year
                                         (or other deferral period described in (a) or (b) above, as applicable) and after the
                                         date of such election. For Compensation that is earned based upon a specified performance
                                         period (e.g., an annual bonus) an election pursuant to this subsection (d) will be effective
                                         to defer an amount equal to the total amount of the Compensation for the performance
                                         period multiplied by the ratio of the number of days remaining in the performance period
                                         after the election over the total number of days in the performance period.



 


4.02.       Matching
Contributions. If so provided by the Employer in Section 1.05(b) and/or 1.06(b)(1), the Employer shall credit a
Matching Contribution to the Account of each Participant entitled to such Matching Contribution. The amount of the Matching Contribution
shall be determined in accordance with Section 1.05(b) and/or 1.06(b)(1), as applicable, provided, however, that the Matching
Contributions credited to the Account of a Participant pursuant to Section 1.05(b)(2) shall be limited pursuant to (a) and (b)
below:


 


(a)       The
sum of Matching Contributions made on behalf of a Participant pursuant to Section 1.05(b)(2) for any calendar year and any other
benefits the Participant accrues pursuant to another plan subject to Code section 409A as a result of such Participant’s
action or inaction under a qualified plan with respect to elective deferrals and other employee pre-tax contributions subject to
the contribution restrictions under Code section 401(a)(30) or 402(g) shall not result in an increase in the amounts deferred under
all plans subject to Code section 409A in which the Participant participates in excess of the limit with respect to elective deferrals
under Code section 402(g)(1)(A), (B) and (C) in effect for the calendar year in which such action or inaction occurs; and


 


(b)       The
Matching Contributions made on behalf of a Participant pursuant to Section 1.05(b)(2) shall never exceed 100% of the matching amounts
that would be provided under the qualified employer plan identified in Section 1.05(b)(2) absent any plan-based restrictions that
reflect limits on qualified plan contributions under the Code.


 


4.03.       Employer
Contributions. If so provided by the Employer in Section 1.05(c)(1) and/or 1.06(b)(2), the Employer shall make
an Employer Contribution to be credited to the Account of each Participant entitled thereto in the amount provided in such Section(s).
If so provided by the Employer in Section 1.05(c)(2) and/or 1.06(b)(3), the Employer may make an Employer Contribution to be credited
to the Account maintained on behalf of any Participant in such an amount as the Employer, in its sole discretion, shall determine,
subject to the provisions of the applicable Section.


 


4.04.       Election
Forms. Notwithstanding anything herein to the contrary, the terms of an election form with respect to the conditions
under which a Participant may make any election hereunder, as provided in such form (whether electronic or otherwise) are hereby
incorporated herein and supersede any otherwise inconsistent Plan provision.


 


Article
5. Participants’ Accounts. The Administrator will maintain an Account for each Participant, reflecting
hypothetical contributions credited to the Participant, along with hypothetical earnings, expenses, gains and losses, pursuant
to the terms hereof. A hypothetical contribution shall be credited to the Account of a Participant on the date determined by the
Employer and accepted by the Plan recordkeeper. The Administrator will maintain such other accounts and records as it deems appropriate
to the discharge of its duties under the Plan.


 





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Article
6. Investment
of Accounts.


 


6.01.       Manner
of Investment. All amounts credited to the Accounts of Participants shall be treated as though invested and reinvested
only in Permissible Investments.


 


6.02.       Investment
Decisions, Earnings and Expenses. Investments
in which the Accounts of Participants shall be treated as invested and reinvested shall be directed by the Employer or
by each Participant, or both, in accordance with Section 1.09. All dividends, interest, gains, and distributions of any nature
that would be earned on a Permissible Investment will be credited to the Account as though reinvested in additional shares of
that Permissible Investment. Expenses that would be attributable to such investments shall be charged to the Account of the Participant.


 


Article 7. Right
to Benefits.


 


7.01.       Retirement.
If provided by the Employer in Section 1.08(e)(1), the Account of a Participant or an Inactive Participant who attains
retirement eligibility prior to a Separation from Service will be 100% vested.


 


7.02.       Death.
If provided by the Employer in Section 1.08(e)(2), the Account of a Participant or former Participant who dies before
the distribution of his entire Account will be 100% vested, provided that at the time of his death he is earning Years of Service.


 


A Participant
may designate a Beneficiary or Beneficiaries, or change any prior designation of Beneficiary or Beneficiaries, by giving notice
to the Administrator on a form designated by the Administrator. If more than one person is designated as the Beneficiary, their
respective interests shall be as indicated on the designation form.


 


A copy of the
death certificate or other sufficient documentation must be filed with and approved by the Administrator. If upon the death of
the Participant there is, in the opinion of the Administrator, no designated Beneficiary for part or all of the Participant’s Account,
such amount will be paid to his surviving spouse or, if none, to his estate (such spouse or estate shall be deemed to be the Beneficiary
for purposes of the Plan). If a Beneficiary dies after benefits to such Beneficiary have commenced, but before they have been completed,
and, in the opinion of the Administrator, no person has been designated to receive such remaining benefits, then such benefits
shall be paid to the deceased Beneficiary’s estate.


 


A distribution
to a Beneficiary of a Specified Employee is not considered to be a payment to a Specified Employee for purposes of Sections 1.07
and 8.01(e).


 


7.03.       Separation
from Service.


 


		(a)	General.
                                         If provided by the Employer in Section 1.08, and subject to Section 1.08(e)(2),
                                         if a Participant has a Separation from Service, he will be entitled to a benefit equal
                                         to (i) the vested percentage(s) of the value of the Matching and Employer Contributions
                                         credited to his Account, as adjusted for income, expense, gain, or loss, such percentage(s)
                                         determined in accordance with the vesting schedule(s) and methodology selected by the
                                         Employer in Section 1.08, and (ii) the value of the Deferral Contributions to his Account
                                         as adjusted for income, expense, gain, or loss. The amount payable under this Section
                                         7.03 will be distributed in accordance with Article 8.



 





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		(b)	Elapsed
                                         Time Vesting. Unless otherwise provided by the Employer in Section 1.08,
                                         vesting shall be determined based on the elapsed time method. For purposes of the elapsed
                                         time method, “Years of Service” means, with respect to any Participant or
                                         Inactive Participant, the number of whole years of his periods of service with the Employer
                                         and any Related Employers (as defined in Section 2.01(a)(26)(A)), subject to any exclusion
                                         elected by the Employer in Section 1.08(c). A Participant or Inactive Participant will
                                         receive credit for the aggregate of all time period(s) commencing with his Employment
                                         Commencement Date and ending on the date a break in service begins, unless any such years
                                         are excluded by Section 1.08(c). A Participant or Inactive Participant will also receive
                                         credit for any period of severance of less than 12 consecutive months. Fractional periods
                                         of a year will be expressed in terms of days.



 


A break in
service is a period of severance of at least 12 consecutive months. A “period of severance” is a continuous period
of time beginning on the date the Participant or Inactive Participant incurs a Separation from Service, or if earlier, the 12-month
anniversary of the date on which the Participant or Inactive Participant was otherwise first absent from service.


 


Notwithstanding
the above, the Employer shall comply with any service crediting rules to the extent required by applicable law.


 


		(c)	Class
                                         Year Vesting. If provided by the Employer in Section 1.08, a Participant’s
                                         or Inactive Participant’s vested percentage in the Matching Contributions and/or
                                         Employer Contributions portion(s) of his Account shall be determined pursuant to the
                                         class year method. Pursuant to such method, amounts attributable to the applicable contribution
                                         types are assigned to “class years” established in the records of the Plan.
                                         Such class years are years (calendar or non-calendar) to which the contribution is assigned
                                         by the Administrator, as described in the Service Agreement between the Trustee and the
                                         Employer. The Participant’s or Inactive Participant’s vested percentage in
                                         amounts attributable to a particular contribution is determined from the beginning of
                                         the applicable class year to the date the Participant or Inactive Participant incurs
                                         a Separation from Service. For purposes of the class year method, a Participant or Inactive
                                         Participant is credited with a Year of Service on the first day of each such class year.



 


7.04.       Vesting
after Partial Distribution. If a distribution from a Participant’s Account has been made to him at a time
when his Account is less than 100% vested, the vesting schedule in Section 1.08 will thereafter apply only to amounts in his Account
attributable to Matching Contributions and Employer Contributions credited after such distribution. The balance of his Account
attributable to Matching Contributions and Employer Contributions immediately after such distribution will be subject to the following
for the purpose of determining his interest therein.


 


At any relevant
time prior to a forfeiture of any portion thereof under Section 7.05, a Participant’s nonforfeitable interest in the portion of
his Account described in the sentence immediately above will be equal to P(AB + (RxD))-(RxD), where P is the nonforfeitable percentage
at the relevant time determined under Section 1.08; AB is the account balance of such portion at the relevant time; D is the amount
of the distribution; and R is the ratio of the account balance of such portion at the relevant time to the account balance of such
portion after distribution. Following a forfeiture of any portion of such portion under Section 7.05 below, any balance with respect
to such portion will remain fully vested and nonforfeitable.


 


7.05.       Forfeitures.
Once payments are to commence to a Participant or Inactive Participant hereunder, the portion of such Account subject
to the same payment commencement date but not yet vested, if any, (determined by his vested percentage at such payment commencement
date) will be forfeited by him


 


7.06.       Change
in Control. If the Employer has elected to apply Section 1.07(a)(3)(D), then, upon a Change in Control, notwithstanding
any other provision of the Plan to the contrary, all Participant Accounts shall be 100% vested.


 





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7.07.       Disability.
If the Employer has elected to apply Section 1.08(e)(3), then, upon the date a Participant incurs a Disability, as
defined in Section 1.07(a)(2), notwithstanding any other provision of the Plan to the contrary, all Accounts of such Participant
shall be 100% vested.


 


7.08.       Directors.
Notwithstanding any other provision of the Plan to the contrary, all Accounts of a Participant who is a Director shall
be 100% vested at all times, including Accounts attributable to the Participant’s service as an Employee, if any.


 


Article 8. Distribution
of Benefits.


 


8.01       Events
Triggering, and Form of, Distributions.


 


		(a)	Events triggering the distribution of benefits and the form of such distributions are described in Section 1.07(a), pursuant
to the Employer’s election and/or the Participant’s election, as applicable.



 


		(1)	With respect to the form and time of distribution of amounts attributable to a Deferral Contribution, a Participant election
must be made no later than the time by which the Participant must elect to make a Deferral Contribution, as described in Section
4.01.



 


		(2)	With respect to the form and time of distribution of amounts attributable to Matching or Employer Contributions, a Participant
election must be made no later than the time by which a Participant would be required to make a Deferral Contribution as described
in Section 4.01 with respect to the calendar year for which the Matching and/or Employer Contributions are credited. For purposes
of applying Section 4.01(d) “Active Participant” shall have the meaning assigned in Section 2.01(a)(2)(B).



 


		(3)	Notwithstanding anything herein to the contrary, an election choosing a distribution trigger and payment method pursuant to
Section 1.07(a)(1) will only be effective with respect to amounts attributable to contributions credited to the Participant’s
Account for the calendar year (or other deferral period described in 4.01(a) or (b)) to which such election relates. Amounts attributable
to contributions credited to a Participant’s account prior to the effective date of any new election will not be affected and will
be paid in accordance with the otherwise applicable election.



 


		(b)	If the Employer elects to permit a distribution election change pursuant to Section 1.07(b), then any such distribution election
change must satisfy (1) through (3) below:



 


		(1)	Such election may not take effect until at least 12 months after the date on which such election is made.



 


		(2)	In the case of an election related to a payment not on account of Disability, death or the occurrence of an Unforeseeable Emergency,
the payment with respect to which such election is made must be deferred for a period of not less than five years from the date
such payment would otherwise have been paid (or in the case of installment payments, five years from the date the first amount
was scheduled to be paid).



 





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		(3)	Any election related to a payment at a specified time or pursuant to a fixed schedule may not be made less than 12 months prior
to the date the payment is scheduled to be paid (or in the case of installment payments, 12 months prior to the date the first
amount was scheduled to be paid).



 


With respect
to any initial distribution election, a Participant shall in no event be permitted to make more than one distribution election
change.


 


		(c)	A Participant’s entitlement to installments will not be treated as an entitlement to a series of separate payments.



 


		(d)	If the Plan does not provide for Plan-level payment triggers pursuant to Section 1.07(a)(3), and the Participant does not designate
in the manner prescribed by the Administrator the method of distribution, and/or the distribution trigger (if and as required),
such method of distribution shall be a lump sum at Separation from Service.



 


		(e)	Notwithstanding anything herein to the contrary, with respect to any Specified Employee, if the applicable payment trigger
is Separation from Service, then payment shall not commence before the date that is six months after the date of Separation from
Service (or, if earlier, the date of death of the Specified Employee, pursuant to Section 7.02). Payments to which a Specified
Employee would otherwise be entitled during the first six months following the date of Separation from Service are delayed by six
months.



 


		(f)	Notwithstanding anything herein to the contrary, the Administrator may, in its discretion, automatically pay out a Participant’s
vested Account in a lump sum, provided that such payment satisfies the requirements in (1) through (3) below:



 


		(1)	Such payment results in the termination and liquidation of the entirety of the Participant’s interest under the plan
(as defined in 26 CFR section 1.409A-1(c)(2)), including all agreements, methods, programs, or other arrangements with respect
to which deferrals of compensation are treated as having been deferred under a single nonqualified deferred compensation plan under
26 CFR section 1.409A-1(c)(2);



 


		(2)	Such payment is not greater than the applicable dollar amount under Code section 402(g)(1)(B); and



 


		(3)	Such exercise of Administrator discretion is evidenced in writing no later than the date of such payment.



 


		(g)	Notwithstanding anything herein to the contrary, the Administrator may, in its discretion, delay a payment otherwise required
hereunder to a date after the designated payment date due to any of the circumstances described in (1) through (4) below, provided
that the Administrator treats all payments to similarly situated Participants on a reasonably consistent basis.



 


		(1)	In the event the Administrator reasonably anticipates that, if the payment were made as scheduled, the Employer’s deduction
with respect to such payment would not be permitted due to the application of Code section 162(m), provided the delay complies
with the conditions in 26 CFR section 1.409A-2(b)(7)(i).



 


		(2)	In the event the Administrator reasonably anticipates that the making of such payment will violate Federal securities laws
or other applicable law, provided the delay complies with the conditions in 26 CFR section 1.409A-2(b)(7)(ii).



 


		(3)	Upon such other events and conditions as the Commissioner of the Internal Revenue Service may prescribe in generally applicable
guidance published in the Internal Revenue Bulletin.



 





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		(4)	Upon a change in control event, provided the delay complies with conditions in 26 CFR section 1.409A-3(i)(5)(iv).



 


		(h)	Notwithstanding anything herein to the contrary, the Administrator may provide an election to change the time or form of a
payment hereunder to satisfy the requirements of the Uniformed Services Employment and Reemployment Rights Act of 1994, as amended,
38 USC sections 4301 through 4344.



 


8.02.       Notice
to Trustee. The Administrator will provide direction to the Trustee, as provided in the Trust agreement, whenever
any Participant or Beneficiary is entitled to receive benefits under the Plan. The Administrator’s notice shall indicate
the form, amount and frequency of benefits that such Participant or Beneficiary shall receive.


 


8.03.       Unforeseeable
Emergency Withdrawals. Notwithstanding anything herein to the contrary, a Participant may apply to the Administrator
to withdraw some or all of his Account if such withdrawal is made on account of an Unforeseeable Emergency as determined by the
Administrator in accordance with the requirements of and subject to the limitations provided in 26 CFR section 1.409A-3(i)(3).


 


Article 9. Amendment
and Termination.


 


9.01       Amendment
by Employer. The Employer reserves the authority to amend the Plan in its discretion. Any such amendment notwithstanding,
no Participant’s Account shall be reduced by such amendment below the amount to which the Participant would have been entitled
if he had voluntarily left the employ of the Employer immediately prior to the date of the change.


 


9.02.       Termination.
The Employer has no obligation or liability whatsoever to maintain the Plan for any length of time and may terminate
the Plan at any time by written notice delivered to the Trustee without any liability hereunder for any such discontinuance or
termination. Such termination shall comply with 26 CFR section 1.409A-3(j)(4)(ix) and other applicable guidance.


 


Article 10. Miscellaneous.


 


10.01.       Communication
to Participants. The Plan will be communicated to all Participants by the Employer promptly after the Plan is adopted.


 


10.02.       Limitation
of Rights. Neither the establishment of the Plan and the Trust, nor any amendment thereof, nor the creation of
any fund or account, nor the payment of any benefits, will be construed as giving to any Participant or other person any legal
or equitable right against the Employer, Administrator or Trustee, except as provided herein; in no event will the terms of employment
or service of any individual be modified or in any way affected hereby.


 


10.03.       Nonalienability
of Benefits. The benefits provided hereunder will not be subject to alienation, assignment, garnishment, attachment,
execution or levy of any kind, either voluntarily or involuntarily, and any attempt to cause such benefits to be so subjected
will not be recognized, except to such extent as may be required by law and as provided pursuant to a domestic relations order
(defined in Code section 414(p)(1)(B)), as determined by the Administrator. Pursuant to a domestic relations order, payments may
be accelerated to a time sooner, and pursuant to a schedule more rapid, than the time and schedule applicable in the absence of
the domestic relations order, provided that such payment pursuant to such order is not made to the Participant and provided further
that this provision shall not be construed to provide the Participant discretion regarding whether such payment time or schedule
will be accelerated.


 





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10.04.       Facility
of Payment. In the event the Administrator determines, on the basis of medical reports or other evidence satisfactory
to the Administrator, that the recipient of any benefit payments under the Plan is incapable of handling his affairs by reason
of minority, illness, infirmity or other incapacity, the Administrator may disburse such payments, or direct the Trustee to disburse
such payments, as applicable, to a person or institution designated by a court which has jurisdiction over such recipient or a
person or institution otherwise having the legal authority under State law for the care and control of such recipient. The receipt
by such person or institution of any such payments shall be complete acquittance therefore, and any such payment to the extent
thereof, shall discharge the liability of the Trust for the payment of benefits hereunder to such recipient.


 


10.05.       
Plan Records. The Administrator
shall maintain the records of the Plan on a calendar-year basis.


 


10.06.       
USERRA. Notwithstanding anything
herein to the contrary, the Administrator shall permit any Participant election and make any payments hereunder required by the
Uniformed Services Employment and Reemployment Rights Act of 1994, as amended, 38 USC 4301-4334.


 


10.07.       Governing
Law. The Plan and the accompanying Adoption Agreement will be construed, administered and enforced according to
ERISA, and to the extent not preempted thereby, the laws of the State in which the Employer has its principal place of business,
without regard to the conflict of laws principles of such State.


 


Article 11. Plan
Administration.


 


11.01.     Powers
and Responsibilities of the Administrator. The Administrator has the full power and the full responsibility to
administer the Plan in all of its details, subject, however, to the applicable requirements of ERISA. The Administrator’s
powers and responsibilities include, but are not limited to, the following:


 


(a)       To
make and enforce such rules and regulations as it deems necessary or proper for the efficient administration of the Plan;


 


(b)       To
interpret the Plan, its interpretation thereof in good faith to be final and conclusive on all persons claiming benefits under
the Plan;


 


(c)       To
decide all questions concerning the Plan and the eligibility of any person to participate in the Plan;


 


(d)       To
administer the claims and review procedures specified in Section 11.02;


 


(e)       To
compute the amount of benefits which will be payable to any Participant, former Participant or Beneficiary in accordance with the
provisions of the Plan;


 


(f)       To
determine the person or persons to whom such benefits will be paid;


 


(g)       To
authorize the payment of benefits;


 


(h)       To
appoint such agents, counsel, accountants, and consultants as may be required to assist in administering the Plan; and


 


(i)       By
written instrument, to allocate and delegate its responsibilities, including the formation of an administrative committee to administer
the Plan.


 





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11.02.    Claims
and Review Procedures.


 


(a)       Claims
Procedure. If any person believes he is being denied any rights or benefits under the Plan, such person may file a claim
in writing with the Administrator. If any such claim is wholly or partially denied, the Administrator will notify such person of
its decision in writing. Such notification will contain (i) specific reasons for the denial, (ii) specific reference to pertinent
Plan provisions, (iii) a description of any additional material or information necessary for such person to perfect such claim
and an explanation of why such material or information is necessary, and (iv) information as to the steps to be taken if the person
wishes to submit a request for review, including a statement of the such person’s right to bring a civil action under ERISA
section 502(a) following as adverse determination upon review. Such notification will be given within 90 days after the claim is
received by the Administrator (or within 180 days, if special circumstances require an extension of time for processing the claim,
and if written notice of such extension and circumstances is given to such person within the initial 90-day period).


 


If the claim
concerns disability benefits under the Plan, the Plan Administrator must notify the claimant in writing within 45 days after the
claim has been filed in order to deny it. If special circumstances require an extension of time to process the claim, the Plan
Administrator must notify the claimant before the end of the 45-day period that the claim may take up to 30 days longer to process.
If special circumstances still prevent the resolution of the claim, the Plan Administrator may then only take up to another 30
days after giving the claimant notice before the end of the original 30-day extension. If the Plan Administrator gives the claimant
notice that the claimant needs to provide additional information regarding the claim, the claimant must do so within 45 days of
that notice.


 


(b)       Review
Procedure. Within 60 days after the date on which a person receives a written notice of a denied claim (or, if applicable,
within 60 days after the date on which such denial is considered to have occurred), such person (or his duly authorized representative)
may (i) file a written request with the Administrator for a review of his denied claim and of pertinent documents and (ii) submit
written issues and comments to the Administrator. This written request may include comments, documents, records, and other information
relating to the claim for benefits. The claimant shall be provided, upon the claimant’s request and free of charge, reasonable
access to, and copies of, all documents, records, and other information relevant to the claim for benefits. The review will take
into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard
to whether such information was submitted or considered in the initial benefit determination. The Administrator will notify such
person of its decision in writing. Such notification will be written in a manner calculated to be understood by such person and
will contain specific reasons for the decision as well as specific references to pertinent Plan provisions. The decision on review
will be made within 60 days after the request for review is received by the Administrator (or within 120 days, if special circumstances
require an extension of time for processing the request, such as an election by the Administrator to hold a hearing, and if written
notice of such extension and circumstances is given to such person within the initial 60-day period). The extension notice shall
indicate the special circumstances requiring an extension of time and the date by which the Plan expects to render the determination
on review.


 


If the initial claim was for disability benefits under the Plan and has been denied by the Plan Administrator, the claimant will
have 180 days from the date the claimant received notice of the claim’s denial in which to appeal that decision. The review
will be handled completely independently of the findings and decision made regarding the initial claim and will be processed by
an individual who is not a subordinate of the individual who denied the initial claim. If the claim requires medical judgment,
the individual handling the appeal will consult with a medical professional whom was not consulted regarding the initial claim
and who is not a subordinate of anyone consulted regarding the initial claim and identify that medical professional to the claimant.


 





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The
Plan Administrator shall provide the claimant with written notification of a plan’s benefit determination on review. In
the case of an adverse benefit determination, the notification shall set forth, in a manner calculated to be understood by the
claimant – the specific reason or reasons for the adverse determinations, reference to the specific plan provisions on which the
benefit determination is based, a statement that the claimant is entitled to receive, upon the claimant’s request and free
of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim for benefits.


 


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