Union Community Bancorp Employee Stock Ownership Plan and Trust Agreement,
      as amended through Fifth Amendment, dated April 20, 2005


    

      Exhibit
        10.4

       

      


       

      


       

      UNION
        COMMUNITY BANCORP

       

      


       

      EMPLOYEE
        STOCK OWNERSHIP PLAN AND

       

      


       

      TRUST
        AGREEMENT

       

      


       

      (EFFECTIVE
        JANUARY 1, 1997)

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      UNION
        COMMUNITY BANCORP

       

      EMPLOYEE
        STOCK OWNERSHIP PLAN AND

       

      TRUST
        AGREEMENT

       

      (EFFECTIVE
        JANUARY 1, 1997)

       

      


       

      TABLE
        OF CONTENTS

       

      

         

        
          	 	 	 	
                  Page

                
	 	 	 	 
	
                  ARTICLE
                    I

                	 	
                  DEFINITIONS

                	
                  -1-

                
	 	
                  Section
                    1.1

                	
                  Accrued
                    Company Contributions Benefit

                	
                  -1-

                
	 	
                  Section
                    1.2

                	
                  Act

                	
                  -1-

                
	 	
                  Section
                    1.3

                	
                  Anniversary
                    Date

                	
                  -1-

                
	 	
                  Section
                    1.4

                	
                  Annual
                    Addition

                	
                  -1-

                
	 	
                  Section
                    1.5

                	
                  Bank

                	
                  -1-

                
	 	
                  Section
                    1.6

                	
                  Beneficiary

                	
                  -2-

                
	 	
                  Section
                    1.7

                	
                  Code

                	
                  -2-

                
	 	
                  Section
                    1.8

                	
                  Committee

                	
                  -2-

                
	 	
                  Section
                    1.9

                	
                  Company

                	
                  -2-

                
	 	
                  Section
                    1.10

                	
                  Company
                    Contributions Account

                	
                  -2-

                
	 	
                  Section
                    1.11

                	
                  Compensation

                	
                  -2-

                
	 	
                  Section
                    1.12

                	
                  Date
                    of Employment

                	
                  -3-

                
	 	
                  Section
                    1.13

                	
                  Date
                    of Separation

                	
                  -3-

                
	 	
                  Section
                    1.14

                	
                  Deferred
                    Retirement

                	
                  -3-

                
	 	
                  Section
                    1.15

                	
                  Deferred
                    Retirement Date

                	
                  -3-

                
	 	
                  Section
                    1.16

                	
                  Defined
                    Benefit Fraction

                	
                  -3-

                
	 	
                  Section
                    1.17

                	
                  Defined
                    Contribution Fraction

                	
                  -3-

                
	 	
                  Section
                    1.18

                	
                  Effective
                    Date

                	
                  -4-

                
	 	
                  Section
                    1.19

                	
                  Employee

                	
                  -4-

                
	 	
                  Section
                    1.20

                	
                  Exempt
                    Loan

                	
                  -4-

                
	 	
                  Section
                    1.21

                	
                  Fund

                	
                  -4-

                
	 	
                  Section
                    1.22

                	
                  Highly
                    Compensated Employee

                	
                  -4-

                
	 	
                  Section
                    1.23

                	
                  Holding
                    Company

                	
                  -5-

                
	 	
                  Section
                    1.24

                	
                  Hour
                    of Service

                	
                  -5-

                
	 	
                  Section
                    1.25

                	
                  Leave
                    of Absence

                	
                  -6-

                
	 	
                  Section
                    1.26

                	
                  Normal
                    Retirement

                	
                  -6-

                
	 	
                  Section
                    1.27

                	
                  Normal
                    Retirement Date

                	
                  -6-

                
	 	
                  Section
                    1.28

                	
                  One
                    Year Service Break

                	
                  -6-

                
	 	
                  Section
                    1.29

                	
                  Participant

                	
                  -6-

                
	 	
                  Section
                    1.30

                	
                  Period
                    of Separation

                	
                  -6-

                
	 	
                  Section
                    1.31

                	
                  Period
                    of Service

                	
                  -6-

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	 	
                  Section
                    1.32

                	
                  Period
                    of Severance

                	
                  -7-

                
	 	
                  Section
                    1.33

                	
                  Plan

                	
                  -7-

                
	 	
                  Section
                    1.34

                	
                  Plan
                    Year

                	
                  -7-

                
	 	
                  Section
                    1.35

                	
                  Re-employed
                    Individual

                	
                  -8-

                
	 	
                  Section
                    1.36

                	
                  Section
                    415 Compensation

                	
                  -8-

                
	 	
                  Section
                    1.37

                	
                  Stock

                	
                  -9-

                
	 	
                  Section
                    1.38

                	
                  Top
                    Paid Group

                	
                  -9-

                
	 	
                  Section
                    1.39

                	
                  Total
                    Disability

                	
                  -10-

                
	 	
                  Section
                    1.40

                	
                  Trust

                	
                  -10-

                
	 	
                  Section
                    1.41

                	
                  Trustee

                	
                  -10-

                
	 	
                  Section
                    1.42

                	
                  Valuation
                    Date

                	
                  -10-

                
	 	
                  Section
                    1.43

                	
                  Year
                    of Service

                	
                  -10-

                
	 	 	 	 
	
                  ARTICLE
                    II

                	 	
                  ELIGIBILITY
                    AND PARTICIPATION

                	
                  -11-

                
	 	
                  Section
                    2.1

                	
                  Eligibility

                	
                  -11-

                
	 	
                  Section
                    2.2

                	
                  Entry
                    Dates

                	
                  -11-

                
	 	
                  Section
                    2.3

                	
                  Certification
                    by Company

                	
                  -11-

                
	 	
                  Section
                    2.4

                	
                  Deferred
                    Retirement

                	
                  -11-

                
	 	 	 	 
	
                  ARTICLE
                    III

                	 	
                  COMPANY
                    CONTRIBUTIONS

                	
                  -12-

                
	 	
                  Section
                    3.1

                	
                  Company
                    Contributions

                	
                  -12-

                
	 	
                  Section
                    3.2

                	
                  Form
                    of Contributions

                	
                  -12-

                
	 	
                  Section
                    3.3

                	
                  Holding
                    by Trustee

                	
                  -12-

                
	 	
                  Section
                    3.4

                	
                  Expenses

                	
                  -12-

                
	 	
                  Section
                    3.5

                	
                  No
                    Company Liability for Benefits

                	
                  -12-

                
	 	
                  Section
                    3.6

                	
                  No
                    Rollover Contributions

                	
                  -12-

                
	 	 	 	 
	
                  ARTICLE
                    IV

                	 	
                  ALLOCATION
                    TO PARTICIPANTS’ ACCOUNTS

                	
                  -13-

                
	 	
                  Section
                    4.1

                	
                  Company
                    Contributions Accounts

                	
                  -13-

                
	 	
                  Section
                    4.2

                	
                  Allocation
                    of Company Contributions

                	
                  -13-

                
	 	
                  Section
                    4.3

                	
                  Limitations
                    on Annual Additions

                	
                  -13-

                
	 	 	
                  Clause
                    (a). Basic Limitations

                	
                  -13-

                
	 	 	
                  Clause
                    (b). Participation in Other Plans

                	
                  -14-

                
	 	
                  Section
                    4.4

                	
                  Effective
                    Date of Allocations

                	
                  -14-

                
	 	
                  Section
                    4.5

                	
                  Cash
                    Dividends

                	
                  -14-

                
	 	
                  Section
                    4.6

                	
                  Allocation
                    of Forfeitures

                	
                  -14-

                
	 	
                  Section
                    4.7

                	
                  Special
                    Allocation Rules

                	
                  -15-

                
	 	
                  Section
                    4.8

                	
                  Rehire
                    after Military Service

                	
                  -16-

                
	 	 	 	 
	
                  ARTICLE
                    V

                	 	
                  VALUATIONS
                    AND ADJUSTMENTS

                	
                  -16-

                
	 	
                  Section
                    5.1

                	
                  Valuation
                    of Fund

                	
                  -16-

                
	 	 	
                  Clause
                    (a). Valuations

                	
                  -16-

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	 	 	
                  Clause
                    (b). Frequency

                	
                  -16-

                
	 	 	
                  Clause
                    (c). Records

                	
                  -17-

                
	 	
                  Section
                    5.2

                	
                  Adjustments

                	
                  -17-

                
	 	
                  Section
                    5.3

                	
                  Amount
                    of Adjustments

                	
                  -17-

                
	 	
                  Section
                    5.4

                	
                  Effective
                    Date of Adjustments

                	
                  -17-

                
	 	
                  Section
                    5.5

                	
                  Notice
                    to Participants

                	
                  -18-

                
	 	 	 	 
	
                  ARTICLE
                    VI

                	 	
                  BENEFITS

                	
                  -18-

                
	
                  Part
                    A

                	 	
                  Retirement
                    Benefits

                	
                  -18-

                
	 	
                  Section
                    6.1

                	
                  Retirement

                	
                  -18-

                
	
                  Part
                    B

                	 	
                  Termination
                    Benefits

                	
                  -18-

                
	 	
                  Section
                    6.2

                	
                  Effect
                    of Termination

                	
                  -18-

                
	 	
                  Section
                    6.3

                	
                  Vesting

                	
                  -18-

                
	 	
                  Section
                    6.4

                	
                  Payment

                	
                  -19-

                
	
                  Part
                    C

                	 	
                  Death
                    Benefits

                	
                  -19-

                
	 	
                  Section
                    6.5

                	
                  Benefits
                    upon Death

                	
                  -20-

                
	 	
                  Section
                    6.6

                	
                  Beneficiaries

                	
                  -20-

                
	 	
                  Section
                    6.7

                	
                  Lack
                    of Beneficiaries

                	
                  -20-

                
	 	
                  Section
                    6.8

                	
                  Termination
                    or Retirement prior to Death

                	
                  -20-

                
	
                  Part
                    D

                	 	
                  General

                	
                  -20-

                
	 	
                  Section
                    6.9

                	
                  Date
                    of Distribution

                	
                  -20-

                
	 	
                  Section
                    6.10

                	
                  Form
                    of Distribution

                	
                  -21-

                
	 	
                  Section
                    6.11

                	
                  Liability

                	
                  -21-

                
	 	
                  Section
                    6.12

                	
                  Right
                    of First Refusal

                	
                  -22-

                
	 	
                  Section
                    6.13

                	
                  Put
                    Options

                	
                  -22-

                
	 	
                  Section
                    6.14

                	
                  Eligible
                    Rollover Distributions

                	
                  -23-

                
	 	 	 	 
	
                  ARTICLE
                    VII

                	 	
                  ADMINISTRATIVE
                    COMMITTEE

                	
                  -23-

                
	 	
                  Section
                    7.1

                	
                  Establishment

                	
                  -23-

                
	 	
                  Section
                    7.2

                	
                  Duties

                	
                  -24-

                
	 	
                  Section
                    7.3

                	
                  Actions

                	
                  -24-

                
	 	
                  Section
                    7.4

                	
                  Disqualification

                	
                  -24-

                
	 	
                  Section
                    7.5

                	
                  Powers

                	
                  -24-

                
	 	
                  Section
                    7.6

                	
                  Discrimination
                    Prohibited

                	
                  -24-

                
	 	
                  Section
                    7.7

                	
                  Statements
                    and Forms

                	
                  -25-

                
	 	
                  Section
                    7.8

                	
                  Liability

                	
                  -25-

                
	 	
                  Section
                    7.9

                	
                  Determination
                    of Right to Benefits

                	
                  -25-

                
	 	
                  Section
                    7.10

                	
                  Investment
                    Directions

                	
                  -25-

                
	 	
                  Section
                    7.11

                	
                  Voting
                    Powers

                	
                  -25-

                
	 	 	 	 
	
                  ARTICLE
                    VIII

                	 	
                  THE
                    TRUSTEE

                	
                  -26-

                
	 	
                  Section
                    8.1

                	
                  Assets
                    Held in Trust

                	
                  -26-

                
	 	
                  Section
                    8.2

                	
                  Investments

                	
                  -26-

                
	 	
                  Section
                    8.3

                	
                  Directions
                    of Committee

                	
                  -26-

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	 	
                  Section
                    8.4

                	
                  Receipt
                    of Additional Shares

                	
                  -26-

                
	 	
                  Section
                    8.5

                	
                  Delivery
                    of Materials to Committee

                	
                  -27-

                
	 	
                  Section
                    8.6

                	
                  Powers

                	
                  -27-

                
	 	
                  Section
                    8.7

                	
                  Loans
                    to the Trust

                	
                  -28-

                
	 	 	
                  Clause
                    (a). Interest

                	
                  -28-

                
	 	 	
                  Clause
                    (b). Use of Proceeds

                	
                  -28-

                
	 	 	
                  Clause
                    (c). Terms of Exempt Loan

                	
                  -28-

                
	 	 	
                  Clause
                    (d). Collateral

                	
                  -28-

                
	 	 	
                  Clause
                    (e). Limited Recourse

                	
                  -29-

                
	 	 	
                  Clause
                    (f). Repayment

                	
                  -29-

                
	 	 	
                  Clause
                    (g). Agreement by Companies

                	
                  -29-

                
	 	 	
                  Clause
                    (h). Release of Collateral

                	
                  -29-

                
	 	 	
                  Clause
                    (i). Default

                	
                  -30-

                
	 	 	
                  Clause
                    (j). Termination of Plan

                	
                  -30-

                
	 	
                  Section
                    8.8

                	
                  Annual
                    Accounting

                	
                  -30-

                
	 	
                  Section
                    8.9

                	
                  Audit

                	
                  -30-

                
	 	
                  Section
                    8.10

                	
                  Uncertainty
                    Concerning Payment of Benefits

                	
                  -30-

                
	 	
                  Section
                    8.11

                	
                  Compensation

                	
                  -31-

                
	 	
                  Section
                    8.12

                	
                  Standard
                    of Care

                	
                  -31-

                
	 	
                  Section
                    8.13

                	
                  Request
                    for Instructions

                	
                  -31-

                
	 	
                  Section
                    8.14

                	
                  Resignation
                    of Trustee

                	
                  -31-

                
	 	
                  Section
                    8.15

                	
                  Vacancies
                    in Trusteeship

                	
                  -31-

                
	 	
                  Section
                    8.16

                	
                  Information
                    to Be Furnished

                	
                  -32-

                
	 	
                  Section
                    8.17

                	
                  Voting
                    Rights of Participants

                	
                  -32-

                
	 	
                  Section
                    8.18

                	
                  Delegation
                    of Authority

                	
                  -32-

                
	 	
                  Section
                    8.19

                	
                  Diversification
                    of Company Contributions Account

                	
                  -33-

                
	 	
                  Section
                    8.20

                	
                  Tender
                    Offer

                	
                  -33-

                
	 	 	 	 
	
                  ARTICLE
                    IX

                	 	
                  AMENDMENT,
                    TERMINATION AND MERGER

                	
                  -33-

                
	 	
                  Section
                    9.1

                	
                  Amendment

                	
                  -33-

                
	 	
                  Section
                    9.2

                	
                  Termination
                    or Complete Discontinuance of Contributions

                	
                  -34-

                
	 	
                  Section
                    9.3

                	
                  Determination
                    by Internal Revenue Service

                	
                  -35-

                
	 	
                  Section
                    9.4

                	
                  Nonreversion

                	
                  -35-

                
	 	
                  Section
                    9.5

                	
                  Merger

                	
                  -35-

                
	 	 	 	 
	
                  ARTICLE
                    X

                	 	
                  MISCELLANEOUS

                	
                  -36-

                
	 	
                  Section
                    10.1

                	
                  Creation
                    of Plan Voluntary

                	
                  -36-

                
	 	
                  Section
                    10.2

                	
                  No
                    Employment Contract

                	
                  -36-

                
	 	
                  Section
                    10.3

                	
                  Limitation
                    on Rights Created

                	
                  -36-

                
	 	
                  Section
                    10.4

                	
                  Waiver
                    of Claims

                	
                  -36-

                
	 	
                  Section
                    10.5

                	
                  Spendthrift
                    Provision

                	
                  -36-

                
	 	
                  Section
                    10.6

                	
                  Payment
                    of Benefits to Others

                	
                  -37-

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	 	
                  Section
                    10.7

                	
                  Payments
                    to Missing Persons

                	
                  -37-

                
	 	
                  Section
                    10.8

                	
                  Severability

                	
                  -37-

                
	 	
                  Section
                    10.9

                	
                  Captions

                	
                  -37-

                
	 	
                  Section
                    10.10

                	
                  Construction

                	
                  -37-

                
	 	
                  Section
                    10.11

                	
                  Counterparts

                	
                  -37-

                
	 	
                  Section
                    10.12

                	
                  Indemnification

                	
                  -37-

                
	 	
                  Section
                    10.13

                	
                  Standards
                    of Interpretation and Administration

                	
                  -38-

                
	 	
                  Section
                    10.14

                	
                  Governing
                    Law

                	
                  -38-

                
	 	
                  Section
                    10.15

                	
                  Successors
                    and Assigns

                	
                  -38-

                
	 	
                  Section
                    10.16

                	
                  Adoption
                    of Plan

                	
                  -38-

                
	 	
                  Section
                    10.17

                	
                  Withdrawal
                    from Plan

                	
                  -38-

                
	 	 	 	 
	
                  ARTICLE
                    XI

                	 	
                  TEFRA
                    TOP-HEAVY RULES

                	
                  -38-

                
	 	
                  Section
                    11.1

                	
                  Application

                	
                  -38-

                
	 	
                  Section
                    11.2

                	
                  Determination

                	
                  -38-

                
	 	
                  Section
                    11.3

                	
                  Accrued
                    Benefits

                	
                  -40-

                
	 	
                  Section
                    11.4

                	
                  Vesting
                    Provision

                	
                  -40-

                
	 	
                  Section
                    11.5

                	
                  Minimum
                    Contribution

                	
                  -41-

                
	 	
                  Section
                    11.6

                	
                  Code
                    Section 415 Limitations

                	
                  -42-

                


        

        


        


         

      


      
        
          
          

        

        
          
          

          
            
              
              

            

            
              
              

            

            
              
              

            

          

          
            

          

        

        
          
          

        

      


      


      UNION
        COMMUNITY BANCORP

      EMPLOYEE
        STOCK OWNERSHIP PLAN AND

      TRUST
        AGREEMENT

      (EFFECTIVE
        JANUARY 1, 1997)

       

      ARTICLE
        I

      DEFINITIONS

       

      Section
        1.1.
        “Accrued
        Company Contributions Benefit” 
        shall
        mean the balance of a Participant’s Company Contributions Account as of the last
        preceding Valuation Date.

       

      Section
        1.2.
        “Act”
        shall
        mean the Employee Retirement Income Security Act of 1974, as now in effect
        or
        hereafter amended, and shall also include all regulations promulgated
        thereunder.

       

      Section
        1.3.
        “Anniversary
        Date”
        shall
        mean the last calendar day of any Plan Year.

       

      Section
        1.4.
        “Annual
        Addition”
        shall
        mean, with respect to any Participant for any Plan Year and with respect
        to this
        Plan and to all other qualified defined contribution plans maintained by
        a
        Company, the sum of:

       

      
        	 	
                (a)

              	
                Company
                  contributions credited to his Company Contributions Account for
                  that Plan
                  Year under this Plan;

              


      

       

      
        	 	
                (b)

              	
                that
                  Participant’s non-deductible
                  contributions;

              


      

       

      
        	 	
                (c)

              	
                forfeitures;
                  and

              


      

       

      
        	 	
                (d)

              	
                amounts
                  allocated to an individual medical account as defined in Section
                  415(1)(2)
                  of the Code which is part of a qualified defined benefit plan maintained
                  by a Company shall be treated as Annual Additions to a qualified
                  defined
                  contribution plan, and amounts derived from Company contributions
                  paid or
                  accrued 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 Section 416 of the Code under a welfare
                  benefit
                  fund as defined in Section 419(e) of the Code maintained by a Company
                  shall also be treated as Annual Additions to a qualified defined
                  contribution plan.

              


      

       

      Annual
        Additions shall not include any amounts allocated as income to a Participant’s
        Company Contributions Account in accordance with Section 8.7(j).

       

      Section
        1.5.
        “Bank”
        means
        the Union Federal Savings & Loan Association and any successor
        thereto.


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      
        Section
          1.6.
          “Beneficiary”
          shall
          mean the person(s) entitled under the provisions of Section 6.5 to receive
          benefits after the death of a Participant.

         

      

      Section
        1.7.
        “Code”
        shall
        mean the Internal Revenue Code of 1986, as now in effect or hereafter amended,
        and shall also include all regulations promulgated thereunder.

       

      Section
        1.8.
        “Committee”
        shall
        mean the administrative committee appointed and acting in accordance with
        the
        provisions of Article VII. The Committee shall be deemed to be the Plan
        Administrator for purposes of the Act.

       

      Section
        1.9.
        “Company”
        shall
        mean the Holding Company, the Bank, any Company which becomes a participating
        employer pursuant to Section 10.16, and any successors thereto. Solely for
        the
        purpose of:

       

      
        	 	
                (a)

              	
                computing
                  an Employee’s Years of Service and Period of Service to determine his
                  eligibility to participate in and the vesting of his benefits under
                  this
                  Plan;

              


      

       

      
        	 	
                (b)

              	
                applying
                  the limitations contained in Section
                  4.3;

              


      

       

      
        	 	
                (c)

              	
                determining
                  whether this Plan is a Top Heavy Plan under Section 11.2 and, thus,
                  subject to the provisions of Article XI;
                  and

              


      

       

      
        	 	
                (d)

              	
                determining
                  whether an Employee terminated his employment with the
                  Companies,

              


      

       

      “Company”
        shall
        also include any entity which, together with a participating Company,
        constitutes a member of a controlled group of corporations, a member of a
        commonly controlled group of trades or businesses or a member of an affiliated
        service group within the meaning of Section 414(b), Section 414(c) or Section
        414(m) of the Code or any entity which is required to be aggregated with
        a
        participating Company under Section 414(o) of the Code.

       

      Section
        1.10.
        “Company
        Contributions Account”
        shall
        mean the account maintained for each Participant to which contributions made
        by
        the Companies shall be allocated.

       

      Section
        1.11.
        “Compensation”
        shall
        mean the total of all amounts paid or payable in cash by the Companies by
        reason
        of services performed by an Employee during any period, including bonuses,
        overtime, any other cash payments included on an Employee’s W-2, amounts
        deferred by the Employee under any cash or deferred arrangement maintained
        by a
        Company under Section 401(k) of the Code and any salary reductions elected
        by
        the Employee pursuant to a salary reduction plan maintained by a Company
        under
        Section 125 of the Code but excluding, with respect to any Employee, any
        other
        amounts contributed by a Company for or on account of that Employee under
        this
        Plan or under any other employee benefit plan; provided,
        however,
        that
        Compensation in a Plan Year in excess of one hundred and fifty thousand
        ($150,000), as adjusted pursuant to Section 401(a)(17) of the Code, shall
        be
        disregarded.


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      Section
        1.12.
        “Date
        of Employment”
        means
        any date on which an Employee first completes an Hour of Service.

       

      Section
        1.13.“Date
        of Separation”
        means
        the earlier of:

       

      
        	 	
                (a)

              	
                the
                  date an Employee’s employment with the Companies terminates by reason of a
                  quit, discharge, retirement (including disability retirement) or
                  death;
                  or

              


      

       

      
        	 	
                (b)

              	
                the
                  first anniversary of the first date of a period in which the Employee
                  remains absent from active employment with the Companies for some
                  reason
                  other than a quit, discharge, retirement, death, approved leave
                  of absence
                  or military service.

              


      

       

      Section
        1.14.
        “Deferred
        Retirement”
        shall
        mean retirement after a Participant’s Normal Retirement Date in accordance with
        Section 2.4.

       

      Section
        1.15.
        “Deferred
        Retirement Date”
        shall
        mean the first (1st) calendar day of the month after a Participant’s Normal
        Retirement Date as of which he retires or his employment with the Companies
        is
        terminated for any reason other than his death.

       

      Section
        1.16.
        “Defined
        Benefit Fraction”
        shall
        mean for a given Plan Year a fraction:

       

      
        	 	
                (a)

              	
                the
                  numerator of which is the projected annual benefit of a Participant
                  under
                  all qualified defined benefit plans maintained by a Company (determined
                  as
                  of the Anniversary Date of that Plan Year),
                  and

              


      

       

      
        	 	
                (b)

              	
                the
                  denominator of which is the lesser
                  of:

              


      

       

      
        	 	
                (i)

              	
                the
                  product of one and twenty-five one hundredths (1.25) multiplied
                  by ninety
                  thousand dollars ($90,000), as adjusted pursuant to Section 415(b)(1)(A)
                  and (d)(1) of the Code, or

              


      

       

      
        	 	
                (ii)

              	
                the
                  product of one and four tenths (1.4) multiplied by one hundred
                  percent
                  (100%) of that Participant’s average Section 415 Compensation for his
                  three (3) consecutive highest paid Years of Service with the
                  Companies.

              


      

       

      Section
        1.17.
        “Defined
        Contribution Fraction”
        shall
        mean for a given Plan Year a fraction:

       

      
        	 	
                (a)

              	
                the
                  numerator of which is the sum of the Annual Additions to a Participant’s
                  accounts under all qualified defined contribution plans maintained
                  by a
                  Company as of the Anniversary Date of that Plan Year,
                  and

              


      

       

      
        	 	
                (b)

              	
                the
                  denominator of which is the sum of the lesser of the following
                  amounts
                  determined for that Plan Year and for each prior year of service
                  with the
                  Companies:

              


      

       


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      
        	 	
                (i)

              	
                the
                  product of one and twenty-five one hundredths (1.25) multiplied
                  by the
                  dollar limit in effect for that Plan Year pursuant to Section 415(c)(1)(A)
                  of the Code, or

              


      

       

      
        	 	
                (ii)

              	
                the
                  product of one and four tenths (1.4) multiplied by twenty-five
                  percent
                  (25%) of that Participant’s Section 415 Compensation for that Plan
                  Year.

              


      

       

      Section
        1.18.
        “Effective
        Date”
        shall
        mean January 1, 1997; provided,
        however,
        that if
        prior to March 31, 1998, the Bank shall not have completed its conversion
        from mutual to stock form, this Plan shall be null and void and any shares
        of
        Stock and other assets held hereunder shall be returned to the
        Companies.

       

      Section
        1.19.
        “Employee”
        shall
        mean any person employed by a Company, and shall also include any individual
        deemed to be a leased employee (as defined below) of the Companies but only
        to
        the extent required by the Code. For purposes of this Plan, the term “leased
        employee” means any person (other than an employee of the recipient) who
        pursuant to an agreement between the recipient and any other person (“leasing
        organization”) has performed services for the recipient (or for the recipient
        and related persons determined in accordance with Section 414(n)(6) of the
        Code)
        on a substantially full-time basis for a period of at least one (1) year,
        and
        such services are performed under the primary control or direction of the
        recipient employer; provided,
        however,
        that a
        leased employee shall not be considered an employee of the recipient if (a)
        such
        employee is covered by a money purchase pension plan providing a nonintegrated
        employer contribution rate of at least ten percent (10%) of Compensation,
        immediate participation and full and immediate vesting and (b) leased employees
        do not constitute more than twenty percent (20%) of the recipient’s non-highly
        compensated workforce. A leased employee within the meaning of Section 414(n)(2)
        of the Code shall become a Participant in the Plan based on service as a
        leased
        employee only as provided in provisions of the Plan other than this Section.
        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.

       

      Section
        1.20.
        “Exempt
        Loan”
        shall
        mean a loan made to this Plan by a party in interest or disqualified person
        or a
        loan to this Plan which is guaranteed by a party in interest or disqualified
        person, including a direct loan of cash, a purchase-money transaction and
        an
        assumption of any obligation of this Plan. For purposes of this definition,
        a
        guarantee shall include an unsecured guarantee and the use of assets of a
        party
        in interest or disqualified person as collateral for a loan even though the
        use
        of assets may not constitute a guarantee under any applicable State
        laws.

       

      Section
        1.21.
        “Fund”
        shall
        mean all cash, investments and other properties held by the Trustee
        hereunder.

       

      Section
        1.22.
        “Highly
        Compensated Employee”
        shall
        include any Employee described in Section 414(q) of the Code who:

       


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      
        	 	
                (a)

              	
                is
                  a five percent (5%) or more owner (as then defined in Section 416(i)(1)
                  of
                  the Code) of the Company at any time during that Plan Year or the
                  immediately preceding Plan Year; or

              


      

       

      
        	 	
                (b)

              	
                received
                  more than eighty thousand dollars ($80,000), as automatically adjusted
                  pursuant to Sections 414(q)(1) and 415(d) of the Code without the
                  necessity of any amendment to the Plan, of Section 415 Compensation
                  from
                  the Company in the immediately preceding Plan Year and was in the
                  Top Paid
                  Group for that immediately preceding Plan
                  Year.

              


      

       

      For
        purposes of determining whether an Employee is a Highly Compensated Employee
        and
        notwithstanding anything else contained in this Section, the following rules
        shall apply:

       

      
        	 	
                (c)

              	
                A
                  former Employee shall be treated as a Highly Compensated Employee
                  if he
                  was a Highly Compensated Employee in the Plan Year during which
                  his
                  employment with the Company terminated or in any Plan Year during
                  which
                  occurs or commencing after his fifty-fifth (55th)
                  birthday.

              


      

       

      
        	 	
                (d)

              	
                Section
                  415 Compensation shall include any amount which is contributed
                  by the
                  Company pursuant to a salary reduction agreement and which is not
                  includible in the gross income of an Employee under Sections 125,
                  401(k),
                  402(a)(8), 402(h)(1)(B) and 403(b) of the
                  Code.

              


      

       

      
        	 	
                (e)

              	
                An
                  Employee shall only be deemed to be a Highly Compensated Employee
                  to the
                  extent required by the Code.

              


      

       

      Section
        1.23.
        “Holding
        Company”
        shall
        mean Union Community Bancorp.

       

      Section
        1.24.
        “Hour of Service”
        shall
        mean:

       

      
        	 	
                (a)

              	
                each
                  hour for which an Employee is paid, or entitled to payment, for
                  the
                  performance of duties for a Company; these hours shall be credited
                  to the
                  Employee for the computation period or periods in which the duties
                  are
                  performed; and

              


      

       

      
        	 	
                (b)

              	
                each
                  hour for which an Employee is paid, or entitled to payment, by
                  a Company
                  on account of a period of time during which no duties are performed
                  (irrespective of whether the employment relationship has terminated)
                  due
                  to vacation, holiday, illness, incapacity (including disability
                  but
                  excluding payments made because of Total Disability under Section
                  6.3),
                  layoff, jury duty, military duty or leave of absence; no more than
                  five
                  hundred and one (501) Hours of Service shall be credited under
                  this
                  Subsection (b) for any single continuous period (whether or not
                  such
                  period occurs in a single computation period); hours under this
                  Subsection
                  (b) shall 

              


      

       

      


       


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      be
        calculated and credited pursuant to Section 2530.200b-2 of the Department
        of
        Labor Regulations which are incorporated herein by this reference;
        and

       

      
        	 	
                (c)

              	
                each
                  hour for which back pay, irrespective of mitigation of damages,
                  is either
                  awarded or agreed to by a Company; the same Hours of Service shall
                  not be
                  credited both under Subsection 1.24(a) or Subsection 1.24(b), as
                  the case
                  may be, and under this Subsection 1.24(c); these hours shall be
                  credited
                  to the Employee for the computation period or periods to which
                  the award
                  or agreement pertains, rather than to the computation period in
                  which the
                  award, agreement or payment is
                  made.

              


      

       

      Section
        1.25.
        “Leave
        of Absence”
        shall
        mean a leave granted by a Company, in accordance with rules uniformly applied
        to
        all Employees in a non-discriminatory manner, for reasons of health, public
        service or other satisfactory reasons.

       

      Section
        1.26.
        “Normal
        Retirement”
        shall
        mean retirement on a Participant’s Normal Retirement Date.

       

      Section
        1.27.
        “Normal
        Retirement Date”
        shall
        mean the first (1st) calendar day of the month immediately following a
        Participant’s sixty-fifth (65th) birthday. A Participant’s benefits under this
        Plan shall be fully vested and non-forfeitable on and after the date he attains
        age sixty-five (65), which is deemed to be the normal retirement age under
        this
        Plan, regardless of his Period of Service and regardless of the vesting
        schedules in Section 6.3 and in Section 11.4.

       

      Section
        1.28.
        “One
        Year Service Break”
        shall
        mean a consecutive twelve (12) month Period of Severance.

       

      Section
        1.29.
        “Participant”
        shall
        mean any Employee who has commenced participation in this Plan pursuant to
        Section 2.2. Participation in this Plan shall continue until such time as
        the
        Participant has received all of the benefits to which he is entitled under
        the
        terms of this Plan.

       

      Section
        1.30.
        “Period
        of Separation”
        means,
        for an Employee, the period of time commencing with the date such Employee
        separates from service with the Companies and ending with the date such Employee
        resumes his employment with the Companies.

       

      Section
        1.31.
        “Period
        of Service”
        means,
        for an Employee, the period commencing on the later of the following
        dates:

       

      
        	 	
                (a)

              	
                such
                  Employee’s Date of Employment; or

              


      

       

      
        	 	
                (b)

              	
                the
                  date on which such Employee’s Employer is required to be aggregated with
                  the Company under Code Section 414(b), (c), (m) or (o), whichever
                  is
                  applicable,

              


      

       

      



      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      and
        ending on the date a Period of Severance begins, including any Period of
        Separation of less than twelve (12) consecutive months; provided,
however, that in the case of any person who terminates his employment
        with the Employers but later resumes his employment with the Companies, the
        Period of Service before such resumption of employment shall be aggregated
        only
        if that person is a Re-employed Individual.

       

      Section
        1.32.
        “Period
        of Severance”
        means,
        for an Employee, the period of time commencing with the earlier of:

       

      
        	 	
                (a)

              	
                the
                  date on which such Employee terminates his employment with the
                  Companies
                  by reason of quitting, retirement, death or discharge,
                  or

              


      

       

      
        	 	
                (b)

              	
                the
                  date twelve (12) consecutive months after the date a person remains
                  absent
                  from service with the Companies (with or without pay) for any reason
                  other
                  than quitting, retirement, death or
                  discharge,

              


      

       

      and
        ending, in the case of an Employee who terminates his employment with the
        Companies by reason other than death, with the date such Employee resumes
        his
        employment with the Companies. Solely for purposes of determining whether
        a One
        Year Service Break has occurred for participation and vesting purposes has
        occurred, an Employee who is absent from work for maternity or paternity
        reasons
        shall receive credit at least one (1) year. For purposes of this
        Section 1.32, an absence from work for maternity and paternity reasons
        means an absence:

       

      
        	 	
                (c)

              	
                by
                  reason of the pregnancy of the
                  Employee,

              


      

       

      
        	 	
                (d)

              	
                by
                  reason of the birth of a child of the
                  Employee,

              


      

       

      
        	 	
                (e)

              	
                by
                  reason of the placement of a child with the Employee in connection
                  with
                  the adoption of that child by the Employee,
                  or

              


      

       

      
        	 	
                (f)

              	
                for
                  purposes of caring for such a child for the period beginning immediately
                  following such birth or placement.

              


      

       

      Section
        1.33.
        “Plan”
        shall
        mean the employee stock ownership plan and trust established pursuant to
        the
        provisions of this Agreement, as amended from time to time, which shall be
        known
        as the “Union Community Bancorp Savings Employee Stock Ownership Plan.” This
        Plan is intended to be an employee stock ownership plan under Section 4975(e)(7)
        of the Code and under Section 407(d)(6) of the Act.

       

      Section
        1.34.
        “Plan
        Year”
        shall
        mean the calendar year. The Plan Year shall also be the limitation year for
        purposes of Section 415 of the Code for this Plan and for all other qualified
        retirement plans maintained by a Company.

       


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      Section
        1.35.
        “Re-employed
        Individual”
        shall
        mean a person who, after having terminated his employment with the Companies,
        resumes his employment with the Companies:

       

      
        	 	
                (a)

              	
                with
                  any vested interest in his Company Contributions Account as provided
                  in
                  Section 6.3 or 11.4, or

              


      

       

      
        	 	
                (b)

              	
                with
                  no such vested interest but who resumes his employment with the
                  Companies
                  either:

              


      

       

      
        	 	
                (i)

              	
                before
                  a One Year Service Break,

              


      

       

      
        	 	
                (ii)

              	
                after
                  a One Year Service Break but before his latest Period of Severance
                  equals
                  or exceeds his Period of Service,
                  or

              


      

       

      
        	 	
                (iii)

              	
                after
                  a One Year Service Break but before the number of his consecutive
                  One Year
                  Service Breaks equals or exceeds the greater of five (5) or his
                  Period of
                  Service.

              


      

       

      Section
        1.36.
        “Section
        415 Compensation”
        shall
        mean with respect to any Plan Year and shall:

       

      
        	 	
                (a)

              	
                include
                  amounts accrued to a Participant (regardless of whether he was
                  a
                  Participant during the entire Plan Year and regardless of whether
                  in
                  cash):

              


      

       

      
        	 	
                (i)

              	
                as
                  wages, salaries, fees for professional services and other amounts
                  received
                  for personal services actually rendered in the course of his employment
                  with the Companies including but not limited to commissions, compensation
                  for services on the basis of a percentage of profits and
                  bonuses;

              


      

       

      
        	 	
                (ii)

              	
                for
                  purposes of Subsection (a)(i) above, earned income from sources
                  outside
                  the United States (as defined in Section 911(b) of the Code), whether
                  or
                  not excludible from gross income under Section 911 of the Code
                  or
                  deductible under Section 913 of the
                  Code;

              


      

       

      
        	 	
                (iii)

              	
                amounts
                  described in Sections 104(a)(3), 105(a) and 115(h) of the Code
                  but only to
                  the extent that these amounts are includible in the gross income
                  of that
                  Participant; and

              


      

       

      
        	 	
                (iv)

              	
                amounts
                  paid or reimbursed by the Companies for moving expenses incurred
                  by that
                  Participant, but only to the extent that these amounts are not
                  deductible
                  by that Participant under Section 217 of the
                  Code;

              


      

       

      
        	 	
                (b)

              	
                not
                  include:

              


      

       

      



      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      
        	 	
                (i)

              	
                notwithstanding
                  Subsection (a)(i) above, there shall be excluded from Section 415
                  Compensation amounts contributed to a plan as contributions to
                  a qualified
                  cash or deferred plan under Section 401(k) of the
                  Code;

              


      

       

      
        	 	
                (ii)

              	
                other
                  contributions made by a Company to any plan of deferred compensation
                  to
                  the extent that, before the application of the Section 415 of the
                  Code
                  limitations to that plan, the contributions are not includible
                  in the
                  gross income of that Participant for the taxable year in which
                  contributed; in addition, Company contributions made on behalf
                  of that
                  Participant to a simplified employee pension plan described in
                  Section
                  408(k) of the Code shall not be considered as Section 415 Compensation
                  for
                  the Plan Year in which contributed; additionally, any distributions
                  from a
                  plan of deferred compensation shall not be considered as Section
                  415
                  Compensation, regardless of whether such amounts are includible
                  in the
                  gross income of that Participant when distributed; however, any
                  amounts
                  received by that Participant pursuant to an unfunded nonqualified
                  plan
                  shall be considered as Section 415 Compensation in the Plan Year
                  in which
                  such amounts are includible in the gross income of that Participant;
                  and

              


      

       

      
        	 	
                (iii)

              	
                other
                  amounts which receive special federal income tax benefits, such
                  as
                  premiums for group term life insurance (but only to the extent
                  that the
                  premiums are not includible in the gross income of that
                  Participant);

              


      

       

      provided,
        however,
        that
        Section 415 Compensation in a Plan Year in excess of one hundred and fifty
        thousand ($150,000), as adjusted pursuant to Section 401(a)(17) of the Code,
        shall be disregarded. Notwithstanding anything in this Section 1.36 to the
        contrary, for Plan Years beginning on or after January 1, 1998, Section 415
        Compensation shall include any elective deferral (as defined in Section 402(g)
        of the Code) and any amount contributed or deferred at the election of the
        Participant that is not includible in that Participant’s gross income by reason
        of Section 125 or Section 457 of the Code.

       

      Section
        1.37.
        “Stock”
        shall
        mean any duly-issued shares of common stock of the Holding Company, without
        par
        value, which shares constitute employer securities under Section 409(1) and
        Section 4975(e)(8) of the Code.

       

      Section
        1.38.
        “Top
        Paid Group”
        shall
        mean the Employees who are in the top twenty percent (20%) of the Employees
        of
        the Company in terms of Section 415 Compensation for such Plan Year;
provided, however, that for purposes of determining the number of
        Employees to be included in the Top Paid Group, the following Employees shall
        be
        excluded to the extent permitted by Section 414(q)(4) of the Code:

       

      
        	 	
                (a)

              	
                Employees
                  who have not completed six (6) months of service with the
                  Group;

              


      

       


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      
        	 	
                (b)

              	
                Employees
                  who normally work less than seventeen and one-half (17 1/2)
                  hours per
                  week or less than six (6) months during a Plan
                  Year;

              


      

       

      
        	 	
                (c)

              	
                Employees
                  who have not attained age twenty-one
                  (21);

              


      

       

      
        	 	
                (d)

              	
                except
                  as provided by regulations promulgated under the Code, Employees
                  who are
                  covered by a collectively bargained agreement;
                  and

              


      

       

      
        	 	
                (e)

              	
                Employees
                  who are non-resident aliens and who receive no earned income (within
                  the
                  meaning of Section 911(d)(2) of the Code) from the Company which
                  constitutes income from sources in the United States (within the
                  meaning
                  of Section 861(a)(3) of the Code).

              


      

       

      Section
        1.39.
        “Total
        Disability”
        shall
        mean a mental or physical condition which, in the judgment of the Committee
        based upon medical reports and other evidence satisfactory to the Committee,
        presumably permanently prevents a Participant from satisfactorily performing
        his
        usual duties for his employing Company or the duties of such other position
        or
        job which his employing Company makes available to that Participant and for
        which that Participant is qualified by reason of training, education or
        experience.

       

      Section
        1.40.
        “Trust”
        shall
        mean the employee stock ownership trust established pursuant to the provisions
        of this Agreement, as amended from time to time, which shall be known as
        the
“Citizens Bancorp Employee Stock Ownership Trust.”

       

      Section
        1.41.
        “Trustee”
        shall
        mean Home Federal Savings Bank, and any successors thereto.

       

      Section
        1.42.
        “Valuation
        Date”
        shall
        mean each December 31 and each other date as of which the Committee
        shall
        cause the Trustee to determine the value of the Trust assets as prescribed
        in
        Section 5.1.

       

      Section
        1.43.
        “Year
        of Service”
        shall
        mean for purposes of participation the consecutive twelve (12) month period
        computed with reference to the date on which the Employee first (1st) completes
        an Hour of Service and any Plan Year beginning after such date during which
        twelve (12) month period an Employee has completed at least one thousand
        (1,000)
        Hours of Service. Notwithstanding the foregoing, periods of time during which
        an
        Employee or Participant:

       

      
        	 	
                (a)

              	
                is
                  on an approved Leave of Absence continuing for a period of not
                  more than
                  two (2) consecutive years; or

              


      

       

      
        	 	
                (b)

              	
                is
                  on military leave for training or service, or both, with the Armed
                  Forces
                  of the United States under any form of law requiring military service;
                  provided, however, that he shall make application for
                  re-employment by a Company within ninety (90) calendar days after
                  discharge or release from such Armed Forces or from
                  

              


      

       

      


       


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      hospitalization
        continuing after such discharge for a period of not more than one (1)
        year;

       

      shall
        also be credited towards his Years of Service and shall not constitute a
        Break
        in Service for purposes of this Plan. A Participant’s Years of Service shall be
        calculated taking into account employment before the Effective
        Date.

       

      ARTICLE
        II

      ELIGIBILITY
        AND PARTICIPATION

       

      Section
        2.1.
        Eligibility.
        Each
        Employee in the employ of a Company shall become eligible to participate
        in this
        Plan on the date on which he completes one (1) Year of Service or, if later,
        on
        the date on which he attains age twenty-one (21).

       

      Section
        2.2.
        Entry
        Dates.
        Each
        Employee who was eligible to participate under Section 2.1 on the Effective
        Date
        automatically became a Participant in this Plan as of the Effective Date.
        Each
        other Employee shall become a Participant in this Plan on the first day of
        January or July coincident with or next following the first (1st) date on
        which
        he meets the eligibility requirements of Section 2.1. A re-employed Employee
        who
        has once met the one (1) Year of Service requirement for eligibility shall
        become (or, if formerly a Participant, be reinstated as) a Participant in
        this
        Plan on his re-employment date or, if later, on the first day of January
        or July
        coincident with or next following the date he attains age twenty-one
        (21).

       

      Section
        2.3.
        Certification
        by Company.
        Not
        later than thirty (30) calendar days after an Employee shall become a
        Participant in this Plan, his employing Company shall certify such fact in
        writing to the Committee, together with such additional facts regarding such
        Participant as the Committee may request. Except as otherwise provided by
        the
        Act, each such certification shall be final and conclusive and the Committee
        shall be entitled to rely thereon without any investigation, but it may correct
        any errors discovered in any such certificate.

       

      Section
        2.4.
        Deferred
        Retirement.
        A
        Participant who continues in the employment of a Company after his Normal
        Retirement Date shall continue to participate in this Plan, and contributions
        shall be allocated to his Company Contributions Account as otherwise provided
        in
        this Plan. Any such Participant who elects Deferred Retirement shall be entitled
        to benefits under this Plan payable at his Deferred Retirement Date in the
        same
        manner as if he had retired on his Normal Retirement Date; provided,
however, that the deferral of benefit payments after a Participant’s
        Normal Retirement Date shall be permitted only to the extent authorized by
        and
        in compliance with all requirements imposed under Section 2530.203-3 of the
        Department of Labor Regulations which are incorporated herein by
        reference.


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      
        
        

        ARTICLE
          III

      

      COMPANY
        CONTRIBUTIONS

       

      Section
        3.1.
        Company
        Contributions.
        For the
        initial Plan Year and for each Plan Year thereafter, the Companies shall
        make
        contributions to the Trust in one (1) or more installments in such amounts
        as
        the Board of Directors of the Bank may determine.

       

      If
        Company contributions are paid to the Trust by reason of a mistake in fact
        made
        in good faith or a mistake made in good faith in determining the deductibility
        of such Company contributions for federal income tax purposes under Section
        404
        of the Code, such Company contributions may, except as otherwise provided
        in
        Section 8.7, be returned to the Companies by the Trustee (upon the written
        direction of the Committee) within one (1) year after the payment to the
        Trust
        or after the date the federal income tax deduction is denied, whichever is
        applicable.

       

      Section
        3.2.
        Form
        of Contributions.
        The
        Companies’ contributions, if any, for each Plan Year shall be paid to the
        Trustee either in cash or in Stock valued at the fair market value thereof
        as of
        the date of the contribution (as determined consistent with Section 5.1(a))
        and
        within such period as is provided for in Section 404 of the Code or any other
        statute of similar import or any rule or regulations thereunder.

       

      Section
        3.3.
        Holding
        by Trustee.
        All
        contributions made by the Companies under Section 3.1 shall be a part of
        the
        Fund and shall be held in trust by the Trustee until distributed as provided
        in
        this Plan.

       

      Section
        3.4.
        Expenses.
        In
        addition to the contributions to be made under Section 3.1, the Companies
        shall
        pay all reasonable expenses incident to the operation of this Plan; in the
        event
        of any failure by the Companies to make such payment, the same shall be a
        charge
        against and paid from the Fund but only to the extent permitted under the
        Code
        and under the Act.

       

      Section
        3.5.
        No
        Company Liability for Benefits.
        The
        benefits under this Plan shall be only such as can be provided by the Fund,
        and
        there shall be no liability or obligation on the part of the Company to make
        any
        further contributions or payments. Except as otherwise provided by the Act,
        no
        liability for the payment of benefits under this Plan shall be imposed upon
        the
        Companies or upon the officers, directors or shareholders of the
        Companies.

       

      Section
        3.6.
        No
        Rollover Contributions.
        Rollover
        contributions (within the meaning of Section 402(a)(5) of the Code) shall
        not be
        permitted nor accepted.


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      ARTICLE
        IV

      ALLOCATION
        TO PARTICIPANTS’ ACCOUNTS

       

      Section
        4.1.
        Company
        Contributions Accounts.
        For
        purposes of allocating the Company contributions, the Committee shall establish
        and maintain a separate Company Contributions Account in the name of each
        Participant.

       

      Section
        4.2.
        Allocation
        of Company Contributions.
        Except
        as provided in Section 4.7, the Company contributions for each Plan Year
        shall
        be allocated among the Company Contributions Accounts of all Employees who
        were
        Participants on the Anniversary Date of that Plan Year or whose employment
        with
        the Companies terminated during that Plan Year because of death, Total
        Disability or Deferred or Normal Retirement proportionately in the ratio
        that
        the Compensation paid to such Participant, if any, for that Plan Year or
        since
        becoming a Participant in this Plan if he became a Participant within that
        Plan
        Year bears to the aggregate Compensation paid to all Participants for that
        Plan
        Year or since becoming Participants in this Plan if they became Participants
        within that Plan Year. To the extent cash dividends are applied to pay of
        an
        Exempt Loan under Section 4.5 and notwithstanding anything contained herein
        to
        the contrary, Company contributions shall first be applied towards crediting
        the
        Participant’s Company Contributions Account to which the cash dividends would
        have been allocated before they are allocated under the preceding provisions
        of
        this Section.

       

      Section
        4.3.
        Limitations
        on Annual Additions.

       

      Clause
        (a).
        Basic
        Limitations.
        Notwithstanding any other provision of this Plan, the maximum Annual Addition
        during any Plan Year for any Participant under this Plan and under any other
        qualified defined contribution plans maintained by the Companies shall in
        no
        event exceed the lesser of:

       

      
        	 	
                (i)

              	
                twenty-five
                  percent (25%) of that Participant’s Section 415 Compensation for that Plan
                  Year, or

              


      

       

      
        	 	
                (ii)

              	
                thirty
                  thousand dollars ($30,000), as adjusted pursuant to Section 415
                  of the
                  Code; provided, however, that such adjustments shall only
                  apply to the Plan Years ending on or after the date in which the
                  adjustment was made.

              


      

       

      Any
        Company contributions which are applied by the Trustee (not later than the
        due
        date, including extensions, for filing a Company’s federal income tax return for
        that Plan Year) to pay interest on an Exempt Loan shall not be included as
        Annual Additions under this Section 4.3; provided,
        however,
        that
        the provisions of this Section shall be applicable only in Plan Years for
        which
        not more than one-third (1/3) of the Company contributions applied to pay
        principal and interest on an Exempt Loan are allocated among Highly Compensated
        Employees. The Committee may reallocate Company contributions in order to
        satisfy this special limitation.

       


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      If
        due to
        a reasonable error in estimation of a Participant’s Compensation or due to the
        allocation of forfeitures these maximum Annual Additions would be exceeded
        as to
        any Participant, any excess amount shall be used to reduce Company Contributions
        for that Participant in the next, and succeeding, Plan Years. If that
        Participant was not covered by this Plan at the Anniversary Date of that
        Plan
        Year, such excess shall be reallocated among the Company Contributions Accounts
        of the other Participants under Section 4.2 to the fullest extent possible
        without exceeding the limitations with respect to any other Participant for
        that
        Plan Year. Any excess amount which cannot be so allocated to any Participant’s
        Company Contributions Account by reason of these limitations shall be allocated
        under this Section 4.3(a) for the next succeeding Plan Years (prior to the
        allocation of Company Contributions for such succeeding Plan
        Years).

       

      Clause
        (b).
        Participation
        in Other Plans.
        In any
        case in which an Employee is a participant in one (1) or more qualified defined
        contribution plans and in one (1) or more qualified defined benefit plans
        (as
        these terms are defined in Section 415(k) of the Code) maintained by a Company
        and for Plan Year, beginning before January 1, 2000, the sum of the Defined
        Benefit Fraction and of the Defined Contribution Fraction, computed as of
        the
        Anniversary Date of that Plan Year, shall not exceed one (1.0).

       

      Section
        4.4.
        Effective
        Date of Allocations.
        For all
        purposes of this Plan, allocations to the Participants’ Company Contributions
        Accounts under this Article shall be deemed to have been made on the Anniversary
        Date to which they relate although they may actually be determined at some
        later
        date. The fact that such allocations are made, however, shall not vest in
        any
        Participant or in his spouse or other Beneficiary any right, title or interest
        in or to any part of the Fund except at the times, to the extent and on the
        terms and conditions specified in this Plan.

       

      Section
        4.5.
        Cash
        Dividends.
        Any cash
        dividends received by the Trustee on Stock allocated to the Company
        Contributions Accounts of Participants shall be credited to the applicable
        Participants’ Company Contributions Accounts unless the Bank, in its sole
        discretion, elects to pay the cash dividends directly to the applicable
        Participants or directs the Trustee to pay the cash dividends to the
        Participants (or, if applicable, their Beneficiaries) within ninety (90)
        calendar days of the close of the Plan Year in which the cash dividends were
        paid by the Holding Company to the Fund. Notwithstanding anything contained
        in
        this Section to the contrary, the Bank may direct cash dividends, including
        dividends on non-allocated shares, be applied to repay an Exempt Loan, but
        only
        to the extent shares of Stock with an aggregate fair market value equal to
        the
        amount of dividends so applied are allocated to the Company Contributions
        Accounts of the applicable Participants and to the extent the cash dividends
        are
        deductible under Section 404(k) of the Code.

       

      Section
        4.6.
        Allocation
        of Forfeitures.
        The
        Trustee, shall, as soon as practicable following the Anniversary Date marking
        the close of each Plan Year, allocate the forfeitures which have occurred
        in
        that Plan Year first to reinstate any forfeitures of any reemployed Participant
        under Section 6.2 and second, if any forfeitures are remaining after the
        reinstatements described above are completed, among the Company Contributions
        Accounts of all Employees who were or became Participants on the Anniversary
        Date of that Plan Year or whose Years of Service terminated during 

       


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      that
        Plan
        Year because of death, Total Disability or Deferred or Normal Retirement.
        The
        forfeitures shall be allocated among such Accounts in the same manner provided
        for under Section 4.2.

       

      Section
        4.7.
        Special
        Allocation Rules.
        Notwithstanding any other provision in this Plan to the contrary, no Stock
        acquired by this Plan in a sale to which Section 1042 of the Code applies
        may be
        allocated directly or indirectly under this Plan:

       

      
        	 	
                (a)

              	
                during
                  the non-allocation period (as such term is defined below), for
                  the benefit
                  of:

              


      

       

      
        	 	
                (i)

              	
                any
                  Participant who makes an election under Section 1042(a) of the
                  Code with
                  respect to Stock sold to this Plan,
                  or

              


      

       

      
        	 	
                (ii)

              	
                any
                  Participant who is related to the Participant making the election
                  under
                  Section 1042(a) of the Code or to the deceased Participant (within
                  the
                  meaning of Section 267(b) of the Code); provided, however,
                  that this Subsection (a)(ii) shall not apply to any Participant
                  who is a
                  lineal descendent of a Participant as long as the aggregate amount
                  allocated to the benefit of all such lineal descendants during
                  the
                  non-allocation period (as such term is defined below) does not
                  exceed more
                  than five percent (5%) of the Stock (or amounts allocated in lieu
                  thereof)
                  held by this Plan which are attributable to the sale to this Plan
                  by any
                  person related to such descendants (within the meaning of Section
                  267(c)(4)) in a transaction to which Section 1042 of the Code
                  applies,

              


      

       

      or

       

      
        	 	
                (b)

              	
                for
                  the benefit of any Participant who owns (after the application
                  of the
                  attribution rules contained in Section 318(a) of the Code, but
                  disregarding Section 318(a)(2)(B)(i) of the Code) more than twenty-five
                  percent (25%) of:

              


      

       

      
        	 	
                (i)

              	
                any
                  class of the outstanding stock of the Holding Company or of any
                  other
                  corporation which is a member of a controlled group of corporations
                  (within the meaning of Section 409(1)(4) of the Code) which includes
                  the
                  Holding Company, or

              


      

       

      
        	 	
                (ii)

              	
                the
                  total value of any class of outstanding stock of the Holding Company
                  or of
                  any other corporation which is a member of the controlled group
                  of
                  corporations (within the meaning of Section 409(1)(4) of the Code)
                  which
                  includes the Holding Company.

              


      

       

      For
        purposes of this Section 4.7, the “non-allocation period” shall mean a period
        beginning on the date of the sale of the stock to the Plan and ending on
        the
        later of:

       


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      
        	 	
                (c)

              	
                the
                  date which is ten (10) years after the sale of the Stock to this
                  Plan to
                  which Section 1042 of the Code applies,
                  or

              


      

       

      
        	 	
                (d)

              	
                the
                  date of the Plan allocation of Stock attributable to the final
                  payment of
                  any acquisition indebtedness incurred in connection with a sale
                  of such
                  Stock to this Plan to which Section 1042 of the Code
                  applies.

              


      

       

      For
        purposes of this Section 4.7 a Participant shall be deemed to be a twenty-five
        percent (25%) or greater shareholder if such Participant owns more than
        twenty-five percent (25%) of the shares at any time during a one (1) year
        period
        ending:

       

      
        	 	
                (e)

              	
                on
                  the date of a sale of the Stock to this Plan to which Section 1042
                  of the
                  Code applies, or

              


      

       

      
        	 	
                (f)

              	
                on
                  the date as of which the Stock sold to this Plan through a sale
                  to which
                  Section 1042 of the Code applies is allocated to
                  Participants.

              


      

       

      The
        provisions contained in this Section 4.7 shall be interpreted consistent
        with
        and in accordance with Section 409(n) of the Code.

       

      Section
        4.8.
        Rehire
        after Military Service.
        The
        provisions relating to qualified retirement plans which are set forth in
        the
        Uniformed Services Employment and Reemployment Rights Act of 1994 (“USERRA”) are
        hereby incorporated into, and made a part of, this Plan by reference. The
        Committee shall apply the provisions of the USERRA with respect to any
        Participant who is reemployed after completing covered military service in
        a
        manner consistent with the USERRA and all other applicable law and
        regulations.

       

      ARTICLE
        V

      VALUATIONS
        AND ADJUSTMENTS

       

      Section
        5.1.
        Valuation
        of Fund.

       

      Clause
        (a).
        Valuations.
        The
        Committee shall provide the Trustee with a written valuation showing the
        fair
        market value of the Stock, upon which valuation the Trustee may fully rely.
        For
        all purposes of this Plan, fair market value shall be determined by an
        independent appraiser (as such term is defined in Treasury Regulations
        promulgated under Section 170(a)(1) of the Code) unless the Stock is readily
        tradeable on an established securities market at the date of valuation. The
        Committee shall also direct the Trustee to determine the fair market value
        of
        all other assets of the Fund on each Valuation Date.

       

      Clause
        (b).
        Frequency.
        The Fund
        shall be valued as soon as practical after the Anniversary Date of each Plan
        Year and as soon as practical after the removal or resignation of the Trustee
        on
        the basis of fair market values determined as of the Anniversary Date of
        the
        Plan Year 

       


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


      or
        as of
        the effective date of the resignation or removal of the Trustee, respectively.
        The Committee may require valuation of the Fund on such other dates as it
        may
        prescribe.

       

      Clause
        (c).
        Records.
        Records
        of valuation of the Fund shall be prepared by the Trustee in such manner
        and
        within such time after each Valuation Date as may be prescribed in this Section
        5.1, and such records shall be filed with the Committee, including a written
        statement reflecting the value of the assets and liabilities of the Fund
        and the
        receipts and disbursements of the Fund since the last previous statement
        filed
        with the Committee. As to the fair market value of Stock, the Trustee shall
        rely
        solely upon the most recent valuation furnished by the Committee as provided
        in
        Section 5.1(a). If information necessary to ascertain the fair market value
        of
        the Fund assets other than Stock is not readily available to the Trustee
        or if
        the Trustee is unable in its sole discretion fairly to determine the fair
        market
        value of the other Fund assets, the Trustee may request the Committee in
        writing
        to instruct the Trustee as to such values to be used for all purposes under
        this
        Plan; in such event, the values as determined by the Committee shall be binding
        and conclusive, except as otherwise provided by the Act. If the Committee
        shall
        fail or refuse to instruct the Trustee as to such values within a reasonable
        time after receipt of the Trustee’s written request therefor, the Trustee may
        take such action as it deems necessary or advisable to ascertain such values.
        Except for the Trustee’s negligence, willful misconduct or lack of good faith,
        upon the expiration of ninety (90) calendar days from the filing of such
        records
        and except as otherwise provided by the Act, the Trustee shall be forever
        released and discharged from all liability and accountability to anyone with
        respect to the propriety of its acts or transactions as set forth in such
        records unless written objection is filed with the Trustee within the said
        ninety (90) calendar day period by the Committee or by the Bank.

       

      Section
        5.2.
        Adjustments.
        As of
        each Valuation Date the Committee shall cause the Trustee to allocate to
        each
        Participant’s Company Contributions Account, by credit thereto or deduction
        therefrom as the case may be, a proportion of the increase or decrease in
        the
        fair market value of the Fund since the last preceding Effective Date or
        Valuation Date. Such allocation shall be made in the proportion that each
        Participant’s Company Contributions Account on such date bears to the total of
        all such Company Contributions Accounts on such date.

       

      Section
        5.3.
        Amount
        of Adjustments.
        The
        increase or decrease in the Fund to be allocated shall be the difference
        between:

       

      
        	 	
                (a)

              	
                the
                  fair market value of the Fund on the last preceding Effective Date
                  or
                  Valuation Date (excluding any amounts withdrawn from the Fund as
                  of such
                  Date for the payment of benefits hereunder),
                  and

              


      

       

      
        	 	
                (b)

              	
                the
                  fair market value of the Fund on the current Valuation Date (including
                  any
                  amounts to be withdrawn from the Fund as of such Date for the payment
                  of
                  benefits hereunder).

              


      

       


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


      
         

        Section
          5.4.
          Effective
          Date of Adjustments.
          For all
          purposes of this Plan, allocations to the Participants’ Company Contributions
          Accounts under this Article shall be deemed to have been made on the Effective
          Date or Valuation Date to which they relate although they may actually
          be
          determined at some later date. The fact that such allocations are made,
          however,
          shall not vest in any Participant or in his spouse or other Beneficiary
          any
          right, title or interest in or to any part of the Fund except at the times,
          to
          the extent and on the terms and conditions specified in this Plan.

         

      

      Section
        5.5.
        Notice
        to Participants.
        Promptly
        after the allocations herein described shall be completed, the Committee
        shall
        advise each Participant in writing of the fair market value of the Stock
        and
        other Fund assets then credited to his Company Contributions
        Account.

       

      ARTICLE
        VI

      BENEFITS

       

      Part
        A.
        Retirement
        Benefits.

       

      Section
        6.1.
        Retirement.
        Each
        Participant who retires on his Normal Retirement Date or Deferred Retirement
        Date shall be entitled to receive the entire balance credited to his Company
        Contributions Account as of the Valuation Date coincidental with or immediately
        following such Retirement Date plus any Company contributions to which he
        is
        entitled pursuant to Section 4.2 for the Plan Year in which his Normal
        Retirement or Deferred Retirement occurs. Payment of such benefits shall
        be made
        in accordance with the provisions of Section 6.10.

       

      Part
        B.
        Termination
        Benefits.

       

      Section
        6.2.
        Effect
        of Termination.
        If a
        Participant’s employment with the Companies is terminated before his Normal
        Retirement Date for any reason other than his death, that Participant shall
        cease to be a Participant in this Plan and shall not be entitled to any benefits
        under this Plan except as expressly provided in this Part B.

       

      Section
        6.3.
        Vesting.
        Any
        Participant whose employment with the Companies is terminated as set forth
        in
        Section 6.2 shall be entitled to a percentage (as determined below) of the
        entire balance credited to his Company Contributions Account as of the Valuation
        Date coincidental with or immediately following the date of termination of
        his
        employment. The percentage of his Company Contributions Account to which
        a
        terminated Participant is entitled shall be determined on the basis of his
        Period of Service on such date of termination of employment, as
        follows:

       

      


      
        	 	
                Period
                  of Service

              	
                Vested
                  Percentage

              	 
	 	
                Less
                  than five (5) years

              	
                0

              	 
	 	
                Five
                  (5) years or more

              	
                100%

              	 


      

       


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      


      Any
        portion of the terminated Participant’s Company Contributions Account which is
        not vested shall be treated as a forfeiture; provided, however,
        that such forfeiture shall not be allocated to the other Plan Participants
        until
        the first (1st) to occur of the following:

       

      
        	 	
                (a)

              	
                that
                  Participant’s Period of Severance is at least five (5) years;
                  or

              


      

       

      
        	 	
                (b)

              	
                that
                  Participant’s death;

              


      

       

      provided,
        further,
        that if
        that Participant is reemployed prior to his completion of a five (5) year
        Period
        of Severance, the forfeited amount shall be reinstated as the beginning balance
        of that Participant’s Company Contribution Account. A Participant whose vested
        percentage of his Company Contributions Account is zero (0) at the date of
        his
        termination of employment shall be deemed to have received a distribution
        upon
        his termination of employment.

       

      In
        the
        case of any Participant whose Period of Severance is at least five (5) years,
        that Participant’s pre-break service shall count in vesting of his post-break
        Company Contributions Account balance only if either:

       

      
        	 	
                (a)

              	
                that
                  Participant has any nonforfeitable interest in his Company Contributions
                  Account balance at the time of his separation from service with
                  the
                  Companies; or

              


      

       

      
        	 	
                (b)

              	
                upon
                  returning to service with a Company his Period of Severance is
                  less than
                  five (5) or, if greater, less than his Period of Service completed
                  prior
                  to his Period of Severance.

              


      

       

      In
        the
        case of any Participant whose Period of Separation is at least five (5) years,
        all service after such Period of Severance shall be disregarded for the purpose
        of vesting the Company Contributions Account balance that accrued before
        such
        Period of Severance.

       

      Separate
        sub-accounts shall be maintained for that Participant’s pre-break and post-break
        Company Contributions Account. Both sub-accounts shall share in the earnings
        and
        losses of the Fund.

       

      Any
        Participant whose employment with the Companies is terminated because of
        his
        Total Disability shall be entitled to his entire Company Contributions Account
        balance and shall also be entitled to receive any Company contributions to
        which
        he is entitled pursuant to Section 4.2 for the Plan Year in which his employment
        is so terminated.

       

      Section
        6.4.
        Payment.
        All
        benefits payable under Part B shall be paid in accordance with the provisions
        of
        Section 6.10.

       

      Part
        C.
        Death
        Benefits.


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      Section
        6.5.
        Benefits
        upon Death.
        If the
        death of any Employee occurs while he is still a Participant in this Plan
        and
        prior to his actual retirement or other termination of employment with the
        Companies, the entire balance credited to his Company Contributions Account
        as
        of the Valuation Date coincidental with or immediately preceding the date
        of his
        death plus any Company contributions to which he is entitled pursuant to
        Section
        4.2 for the Plan Year in which his death occurs shall be paid to the Beneficiary
        of that deceased Participant in accordance with the provisions of Section
        6.10.

       

      Section
        6.6.
        Beneficiaries.
        Each
        Participant shall notify the Committee in writing of one (1) or more primary
        and
        contingent Beneficiaries to receive on his death any benefits payable under
        this
        Part C. Each such Beneficiary designation may be revoked, amended or changed
        by
        a Participant by like notice in writing delivered to the Committee prior
        to his
        death. The Beneficiary designation of any Participant who is married at the
        date
        such a designation is made or changed shall be signed by that Participant’s
        spouse and witnessed by the Committee or by a Notary Public if it results
        in a
        designation of a Beneficiary other than that Participant’s spouse.
        Notwithstanding anything contained in this Section to the contrary, the
        Beneficiary of a married Participant shall be his spouse unless his spouse
        consents to the designation of a non-spouse Beneficiary in a writing witnessed
        by the Committee or by a Notary Public.

       

      Section
        6.7.
        Lack
        of Beneficiaries.
        Any
        portion of the amounts payable under Section 6.5 which is undisposed of because
        all or some of the designated Beneficiaries have predeceased a Participant
        or
        because of a Participant’s failure to designate a Beneficiary in writing prior
        to his death shall be paid to the deceased Participant’s surviving spouse, if
        any, and, if none, to the deceased Participant’s estate.

       

      Section
        6.8.
        Termination
        or Retirement prior to Death.
        On and
        after the actual retirement of a Participant from the employ of the Companies
        or
        other termination of his employment, the rights of such Participant and his
        spouse or other Beneficiary to any benefits under this Part C shall cease
        and
        the benefits payable to such Participant or to any person claiming through
        or
        under him shall be limited to the benefits provided in Parts A or B of this
        Article.

       

      Part
        D.
        General.

       

      Section
        6.9.
        Date
        of Distribution.
        Unless
        the Participant or, if deceased, his Beneficiary, surviving spouse or estate,
        as
        the case may be, otherwise elects, the payment of benefits to which any such
        person is entitled shall begin not later than sixty (60) calendar days after
        the
        latest of the Anniversary Date of the Plan Year in which:

       

      
        	 	
                (a)

              	
                the
                  Participant attains age sixty-five
                  (65),

              


      

       

      
        	 	
                (b)

              	
                occurs
                  the tenth (10th) anniversary of the date on which the Participant
                  initially became eligible to participate in this Plan,
                  or

              


      

       


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      


      
        	 	
                (c)

              	
                the
                  Participant terminates his employment with the
                  Companies;

              


      

       

      provided,
        however,
        that
        the distribution of benefits to a Participant shall commence on or before
        April 1 of the calendar year following the calendar year during which
        that
        Participant attains age seventy and one-half (70 1/2) or, if the
        Participant is not a five percent (5%) owner of a Company (within the meaning
        of
        Section 416 of the Code) and if later, of the calendar year during which
        his
        employment with the Company is terminated.

       

      Section
        6.10.
        Form
        of Distribution.
        The
        distributions provided under this Article VI shall be made by the Trustee,
        as
        directed by the Participant or, if deceased, his Beneficiary, in a single
        lump
        sum distribution of the amount to be paid to the Participant or, if deceased,
        to
        his Beneficiary; provided, however, that except as otherwise provided in
        Section
        6.9, payment shall be made as soon as practicable after the Plan Year during
        which the employment of the Participant from the Companies terminated; provided,
        further, that in no event shall payments to a deceased Participant’s estate or
        to any Beneficiary other than the surviving spouse of a deceased Participant
        extend more than five (5) years after the date of the Participant’s death.
        Notwithstanding the above, a Participant whose Company Contributions Account
        at
        the initial distribution date or at any subsequent distribution date (when
        aggregated with other distributions) is greater than five thousand dollars
        ($5,000) effective on or after January, may elect to defer the commencement
        of
        the distribution of his Company Contributions Account to the date on which
        he
        attains age sixty-five (65). Distributions under this Section 6.10 shall
        be
        distributed in Stock with fractional share interests distributed in cash.
        If
        shares of Stock are distributed and the shares of Stock available for
        distribution consist of more than one (1) class of security, a distributee
        shall
        receive substantially the same proportion of each such class.

       

      If
        the
        Trust purchases shares of Stock from a Company shareholder who is eligible
        to
        elect and so elects nonrecognition of gain under Section 1042 of the Code
        in
        connection with such purchase and notwithstanding anything contained herein
        to
        the contrary, no distribution that would be made within three (3) years after
        the date of such purchase shall be made to a Participant before he incurs
        a One
        Year Service Break, unless his employment with the Companies terminates as
        a
        result of his Normal Retirement, Total Disability or death or unless the
        distribution is made pursuant to Section 8.19.

       

      Section
        6.11.
        Liability.
        Any
        payment to a Participant or to that Participant’s legal representative,
        Beneficiary, surviving spouse or estate, in accordance with the provisions
        of
        this Plan, shall to the extent thereof be in full satisfaction of all claims
        hereunder against the Trustee, the Committee and the Companies, any of whom
        may
        require such Participant, legal representative, Beneficiary, surviving spouse
        or
        estate, as a condition precedent to such payment, to execute a receipt and
        release therefor in such form as shall be determined by the Trustee, the
        Committee or the Companies. The Companies do not guarantee the Trust, the
        Participants or, if deceased, their Beneficiaries, surviving spouses or estates,
        as the case may be, against the loss of or depreciation in value of any right
        or
        benefit that any of them may acquire under the terms of this Plan.

       


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

      Section
        6.12.
        Right
        of First Refusal.
        If any
        recipient of shares of Stock from this Plan elects at any time to sell all
        or
        any part of such shares, the Trustee shall have a right of first refusal
        to
        purchase all or any part of such shares of Stock for the Fund. The price
        to be
        paid by the Trustee for shares of Stock purchased pursuant to this Section
        6.12
        shall be no less than the greater of:

       

      
        	 	
                (a)

              	
                the
                  fair market value of such shares of Stock at the date of their
                  purchase,
                  or

              


      

       

      
        	 	
                (b)

              	
                the
                  price offered to the recipient by another potential buyer (other
                  than a
                  Company) making a good faith, bona fide
                  offer to buy such shares of Stock,

              


      

       

      and
        the
        terms of the purchase may not be less favorable to the recipient than the
        terms
        offered in the bona fide
        offer.
        This right of first refusal shall lapse no later than fourteen (14) calendar
        days after the recipient gives written notice to the Trustee that an offer
        by a
        third party to purchase his shares of Stock has been received. The right
        of
        first refusal granted by this Section 6.12 shall only exist if the Stock
        is not
        publicly traded within the meaning of Treasury Regulations
§ 54.4975-7(b)(1)(iv).

       

      Section
        6.13.
        Put
        Options.
        The
        Holding Company shall issue a put option to any Participant, Beneficiary,
        surviving spouse or estate of a deceased Participant, or any other person
        (including distributees of an estate) to whom shares of Stock distributed
        under
        this Plan may pass by reason of a Participant’s death (herein collectively
        referred to as the “Recipient”). This put option shall permit the Recipient to
        sell such Stock to the Holding Company, at any time during two (2) option
        periods, at the then fair market value. The first put option period shall
        be a
        period of at least sixty (60) calendar days beginning on the actual date
        of
        distribution of such Stock to the Recipient. The second put option period
        shall
        be a period of at least sixty (60) calendar days beginning after the
        determination of the fair market value of such Stock is made by the Committee
        (and notice of same is given in writing to the Recipient) for the next
        succeeding Plan Year. Such Recipient shall be deemed to have a put option
        as
        herein provided with respect to the shares of Stock and may exercise this
        put
        option by delivering to the Holding Company a written notice of his election
        to
        sell such shares of Stock, or any portion thereof, together with the
        certificates representing the shares of Stock to be sold duly endorsed for
        transfer. The Holding Company shall be obligated to purchase the shares of
        Stock, or the designated portion thereof, at their fair market value at the
        date
        the put option is exercised; provided, however, that the Holding
        Company may grant the Trustee an option to assume on behalf of this Plan
        and
        Trust the Holding Company’s rights and obligations with respect to the put
        option at the date the put option is actually exercised by the Recipient.
        Except
        as hereinafter provided, the Holding Company (or the Trustee, if it assumes
        the
        Holding Company’s obligation) shall pay for the shares of Stock so sold to it by
        check within thirty (30) calendar days following the date of sale.
        Notwithstanding anything contained herein to the contrary, the Holding Company
        (or, if applicable, the Trustee) may pay the purchase price in substantially
        equal periodic payments (not less frequently than annually) over a period
        beginning not later than thirty (30) calendar days after the exercise of
        the put
        option and not exceeding five (5) years as long as reasonable interest is
        paid
        on the unpaid amounts and adequate security is provided to the Recipient.
        If the
        Stock is readily tradeable on an established market on the date of distribution,
        the put option granted by this Section 6.13 shall not exist; provided,
however, that if the Stock ceases to be publicly 

       


      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      


      traded
        within either of the sixty (60) day calendar periods as provided herein,
        the
        Holding Company shall notify the Recipient in writing within a reasonable
        time
        after the Stock ceases to be so publicly traded that the Stock shall be subject
        to the put option for the remainder of the applicable sixty (60) day calendar
        period. If the date of actual written notice to the Recipient by the Holding
        Company is later than ten (10) calendar days after the Stock ceases to be
        so
        publicly traded, the put option shall automatically be extended to the extent
        that the date on which written notice is actually given to the Recipient
        is more
        than ten (10) calendar days later.

       

      Section
        6.14.
        Eligible
        Rollover Distributions.
        Notwithstanding any provision of the Plan to the contrary that would otherwise
        limit a distributee’s election under this Section, a distributee may elect, at
        the time and in the manner prescribed by the Committee, to have any portion
        of
        an eligible rollover distribution paid directly to an eligible retirement
        plan
        specified by the distributee in a direct rollover. For purposes of this Section,
        the following terms shall have the meanings set forth below:

       

      (a) Eligible
        rollover distribution:
        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: (1) 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 (10) years or more; (2) any
        distribution to the extent such distribution is required under Section 401(a)(9)
        of the Code; and (3) the portion of any distribution that is not includible
        in
        gross income.

       

      (b) Eligible
        retirement plan:
        An
        eligible retirement plan is an individual retirement account described in
        Section 408(a) of the Code, an individual retirement annuity described in
        Section 408(b) of the Code, an annuity plan described in Section 403(a) of
        the
        Code, or a qualified trust described in Section 401(a) of the Code, 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.

       

      (c) Distributee:
        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 an alternate payee under a qualified domestic
        relations order, as defined in Section 414(p) of the Code, are distributees
        with
        regard to the interest of the spouse or former spouse.

       

      ARTICLE
        VII

      ADMINISTRATIVE
        COMMITTEE

       

      Section
        7.1.
        Establishment.
        The
        Committee shall consist of at least three (3) members to be appointed by
        the
        Board of Directors of the Bank, and the members shall hold office at the
        pleasure of such Board of Directors. The members of the Committee shall be
        individuals and may, 

       


      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      


      but
        need
        not, be officers, shareholders or Directors of the Holding Company or the
        Bank,
        Participants or Beneficiaries. The Bank may, at its sole discretion, designate
        to serve as the Committee its Board of Directors as duly-constituted from
        time
        to time.

       

      Section
        7.2.
        Duties.
        The
        Committee shall discharge its duties and powers in conformance with the care,
        skill, prudence and diligence under the circumstances then prevailing that
        a
        prudent man acting in a like capacity and familiar with such matters would
        use
        in the conduct of an enterprise of a like character and with like aims. It
        shall
        have complete control of the administration of this Plan and shall have all
        powers necessary or convenient to enable it to exercise such control. In
        connection therewith, it may provide rules and regulations, not inconsistent
        with the provisions hereof or with requirements imposed under the Code or
        under
        the Act, for the administration of this Plan and may from time to time amend
        or
        rescind such rules and regulations. In addition, it may employ or appoint
        a
        secretary and such advisors, agents or representatives as it may deem desirable
        and may consult with and employ counsel (who may, but need not, be counsel
        to a
        Company or to the Trustee) or actuaries with regard to any questions arising
        in
        connection with this Plan. All reasonable expenses incurred by the Committee
        in
        connection with this Plan shall be paid as provided in Section 3.4.

       

      Section
        7.3.
        Actions.
        The
        Committee may decide any questions hereunder and may take or authorize or
        direct
        the taking of any action hereunder with the approval of a majority of the
        members of the Committee. The approval of such members, expressed from time
        to
        time by a vote at a meeting or in writing without a meeting, shall constitute
        the action of the Committee and shall be valid and effective for all purposes
        of
        this Plan. The fact that any member of the Committee shall be a Participant,
        former Participant or Beneficiary shall not disqualify or debar him from
        participating in any action or decision affecting any class of Participants,
        former Participants or Beneficiaries, but he shall not participate in any
        action
        or decision affecting his own separate interest as a Participant, former
        Participant or Beneficiary.

       

      Section
        7.4.
        Disqualification.
        The fact
        that any member of the Committee is a Director, shareholder or officer of
        a
        Company or a Participant or Beneficiary shall not disqualify him from doing
        any
        act or thing which this Plan authorizes or requires him to do as a member
        of the
        Committee (except as otherwise provided in Section 7.3) or render him
        accountable for any allowance or distribution or other pecuniary or material
        profit or advantage received by him.

       

      Section
        7.5.
        Powers.
        The
        Committee shall have the power to construe this Plan and to determine all
        questions of fact or law arising under it. It may correct any defect, supply
        any
        omission or reconcile any inconsistency in this Plan in such manner and to
        such
        extent as it may deem expedient and, except as otherwise provided by the
        Act, it
        shall be the sole and final judge of such expediency. Except as otherwise
        provided in Section 7.9, all acts and determinations of the Committee made
        in
        good faith within the scope of its authority shall be final and conclusive
        on
        all the parties hereto and on all Employees, Participants and their
        Beneficiaries, surviving spouses or estates hereunder and shall not be subject
        to appeal or review.


      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

      Section
        7.6.
        Discrimination
        Prohibited.
        The
        Committee shall not take any action or direct the Trustee to take any action
        with respect to any of the benefits provided hereunder or otherwise in pursuance
        of the powers conferred herein upon the Committee which would be discriminatory
        in favor of Employees who are officers, Directors, shareholders, persons
        whose
        principal duties consist of supervising the work of other Employees or Highly
        Compensated Employees or which would result in benefiting one (1) Participant
        or
        group of Participants at the expense of another or in discrimination as between
        Participants similarly situated or in the application of different rules
        to
        substantially-similar sets of facts.

       

      Section
        7.7.
        Statements
        and Forms.
        The
        Committee shall be authorized to require of a Company and of any person claiming
        any rights hereunder a written statement of any information or the execution
        of
        any forms or instruments it may deem necessary or desirable for the
        administration of this Plan.

       

      Section
        7.8.
        Liability.
        Except
        as otherwise provided by the Act, no member of the Committee shall be directly
        or indirectly responsible or under any liability by reason of any action
        or
        default by him as a member of the Committee or the exercise of or failure
        to
        exercise any power or discretion as such member except for his own fraud
        or bad
        faith shown in the exercise of or failure to exercise such power or discretion,
        and no member of the Committee shall be liable in any way for the acts or
        defaults of any other member. The Committee may consult with counsel (who
        may,
        but need not, be counsel to a Company or to the Trustee) or accountants selected
        by it and, except as otherwise provided by the Act, the opinion of such counsel
        or the recommendations of such accountants shall be full and complete authority
        and protection for any action or conduct pursued by the Committee in good
        faith
        and in accordance with such opinion or recommendations.

       

      Section
        7.9.
        Determination
        of Right to Benefits.
        The
        Committee shall make all determinations as to the right of any person to
        a
        benefit under the provisions of this Plan. Any denial by the Committee of
        a
        claim for benefits under this Plan by an Employee or, if deceased, by such
        Employee’s spouse or other Beneficiary, shall be stated in writing by the
        Committee and delivered or mailed to the Employee, spouse or other Beneficiary,
        as the case may be, within ninety (90) calendar days after receipt of such
        benefit claim by the Committee. Such notice shall set forth the specific
        reasons
        for the denial and such additional information as is required under Section
        503
        of the Act, written to the best of the Committee’s ability in a manner that may
        be understood without legal or actuarial counsel. In addition, the Committee
        shall afford a reasonable opportunity to any Employee, spouse or other
        Beneficiary, as the case may be, whose claim for benefits has been denied,
        for a
        review of the decision denying the claim in accordance with Section 503 of
        the
        Act.

       

      Section
        7.10.
        Investment
        Directions.
        The
        Committee may direct the investment of the Fund, by written directions to
        the
        Trustee, but such direction shall not be inconsistent with the provisions
        of
        this Plan, of the Act or of the Code.


      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

      Section
        7.11.
        Voting
        Power.
        Except
        as otherwise provided in Section 8.17, the Committee shall be authorized
        to
        vote, either in person or by proxy, the Stock or other securities which are
        held
        by the Trustee as part of the Fund.

       

      ARTICLE
        VIII

      THE
        TRUSTEE

       

      Section
        8.1.
        Assets
        Held in Trust.
        The
        Trustee shall hold the Fund and shall accept and hold all contributions thereto
        and all investments and reinvestments thereof in trust for the persons
        ultimately entitled thereto under the terms of this Plan.

       

      Section
        8.2.
        Investments.
        This
        Plan is designed to invest primarily in shares of Stock. Except as otherwise
        provided in this Plan, the Trustee shall invest the cash contributed or accruing
        to the Fund in Stock and shall not make any other investment for the Fund.
        There
        shall be no limit on the permissible investment in shares of Stock. The Trustee
        may purchase such shares of Stock from the Holding Company or from any other
        source, and such shares of Stock may be outstanding, newly-issued or treasury
        shares. All such purchases shall be made at fair market value (as determined
        consistent with Section 5.1(a)). If no shares of Stock are available for
        purchase, the Trustee may retain cash uninvested or may invest all or any
        part
        thereof in any other investment if such retention or investment is prudent
        under
        all the facts and circumstances then prevailing. The Trustee shall have the
        power at any time to enter into legally-binding agreements to purchase shares
        of
        Stock from any person or entity, whether or not such person or entity shall
        own
        such shares of Stock at the date such purchase agreement is entered into,
        including but not limited to Participants in and Beneficiaries of this Plan,
        except as otherwise provided in the Act and in Treasury Regulations
§ 54.4975-11(a)(7). Except as otherwise required by Section 6.12, the
        purchase price set forth in any such purchase agreement shall be determined
        by
        the fair market value of such shares of Stock at the date of purchase (as
        determined consistent with Section 5.1(a)).

       

      Section
        8.3.
        Directions
        of Committee.
        The
        powers granted to the Trustee under this Plan shall be exercised by the Trustee
        in its sole discretion. Except as provided in Section 8.20, the Committee
        may at
        any time and from time to time by written direction to the Trustee require
        the
        Trustee to invest in, to retain or to dispose of any security or other form
        of
        investment as may be specified in such direction, limited, however, to
        investments permitted under this Plan, under the Act and under the Code.
        Neither
        the Trustee nor any other person shall be under any duty to question any
        such
        written direction of the Committee, and the Trustee shall as promptly as
        possible comply with any such written direction. Any such direction may be
        of a
        continuing nature or otherwise and may be revoked in writing by the Committee
        at
        any time. The Trustee shall not be liable in any manner or for any reason
        for
        the making, retention or disposition of any investment pursuant to the lawful
        written direction of the Committee.

       

      Section
        8.4.
        Receipt
        of Additional Shares.
        Any
        securities received by the Trustee as a stock split or a stock dividend or
        as a
        result of a reorganization or other recapitalization shall be allocated as
        of
        each Valuation Date in the same manner as the Stock to which it is attributable
        is then 

       


      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      


      allocated.
        If any rights, warrants or options are issued on common shares or other
        securities held in the Fund, the Trustee shall exercise them for the acquisition
        of additional common shares or other securities to the extent that cash is
        then
        available. Any common shares or other securities acquired in this fashion
        shall
        be treated as common shares or other securities bought by the Trustee for
        the
        net price paid. Any rights, warrants or options on common shares or other
        securities which cannot be exercised for lack of cash may be sold by the
        Trustee
        with the proceeds thereof treated as a current cash dividend received on
        such
        common shares or other securities.

       

      Section
        8.5.
        Delivery
        of Materials to Committee.
        Except
        as otherwise provided in Section 8.17 and Section 8.20, the Trustee shall
        deliver or cause to be delivered to the Committee copies of all notices,
        prospectuses and financial statements relating to investments held in the
        Fund.

       

      Section
        8.6.
        Powers.
        The
        Trustee shall have power with regard to all property in the Fund at any time
        and
        from time to time:

       

      
        	 	
                (a)

              	
                to
                  sell, convey, transfer, mortgage, pledge, lease, exchange or otherwise
                  dispose of the same, without the necessity of approval of any court
                  therefor or notice to any person, natural or legal, thereof and
                  without
                  obligation on the part of any person dealing with the Trustee to
                  see to
                  the application of any money or property delivered to
                  it;

              


      

       

      
        	 	
                (b)

              	
                except
                  as otherwise provided in Section 7.11, Section 8.17 and Section
                  8.20, to
                  exercise any and all rights or options pertaining to any share
                  of Stock
                  held as part of the assets of the Fund and to enter into agreements
                  and
                  consent to or oppose the reorganization, consolidation, merger,
                  readjustment of financial structure or sale of assets of any corporation
                  or organization, the securities of which are held in the
                  Fund;

              


      

       

      
        	 	
                (c)

              	
                except
                  as otherwise provided in Section 4.5, to collect the principal
                  and income
                  of such property as the same shall become due and payable and to
                  give
                  binding receipt therefor;

              


      

       

      
        	 	
                (d)

              	
                to
                  take such action, whether by legal proceedings, compromise, abandonment
                  or
                  otherwise, as the Trustee, in its sole discretion, shall deem to
                  be in the
                  best interest of the Fund, but the Trustee shall be under no obligation
                  to
                  take any legal action unless it shall have been first indemnified
                  by the
                  Companies with respect to any expenses or losses to which it may
                  be
                  subjected through taking such
                  action;

              


      

       

      
        	 	
                (e)

              	
                to
                  register any securities and to hold any other property in the Fund
                  in its
                  own name or in the name of a nominee with or without the addition
                  of words
                  indicating that such securities or other property are held in a
                  fiduciary
                  capacity;

              


      

       


      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      


      
        	 	
                (f)

              	
                pending
                  the selection or the purchase of suitable investments or the payment
                  of
                  expenses or the making of any other payment required or permitted
                  under
                  this Plan, to retain in or to convert to cash, without liability
                  for
                  interest or any other return thereon, such portion of the Fund
                  as it shall
                  deem reasonable under the circumstances, including, but not by
                  way of
                  limitation, the power to retain sufficient cash to permit the acquisition
                  of large blocks of shares of Stock as the same may from time to
                  time
                  become available for purchase;

              


      

       

      
        	 	
                (g)

              	
                to
                  borrow from banks or similar lending institutions reasonable sums
                  of money
                  for the purchase of shares of Stock for the Company Contributions
                  Accounts
                  of Participants in accordance with the provisions of Section 8.7;
                  provided,
                  however,
                  that the Trustee may not borrow from itself or from an affiliated
                  institution even if the Trustee is a bank or similar lending institution
                  except to the extent specifically permitted by the Act and by the
                  Code;
                  and

              


      

       

      
        	 	
                (h)

              	
                to
                  do all other acts in its judgment necessary or desirable for the
                  proper
                  administration of the Trust and permissible under the Act and under
                  the
                  Code although the power to do such acts is not specifically set
                  forth
                  herein.

              


      

       

      Section
        8.7.
        Loans
        to the Trust.
        The
        following conditions shall be met with respect to any Exempt Loan to the
        Trust:

       

      Clause
        (a).
        Interest.
        The rate
        of interest on any Exempt Loan shall not be in excess of a reasonable rate
        of
        interest. At the date an Exempt Loan is made, the interest rate for the Exempt
        Loan and the price of any shares of Stock to be purchased with the Exempt
        Loan
        proceeds shall not be such that the Plan assets might be drained
        off.

       

      Clause
        (b).
        Use
        of
        Proceeds.
        The
        proceeds of an Exempt Loan shall be used within a reasonable time after receipt
        by the Trustee for any or all of the following purposes:

       

      
        	 	
                (i)

              	
                to
                  acquire Stock;

              


      

       

      
        	 	
                (ii)

              	
                to
                  repay that Exempt Loan; or

              


      

       

      
        	 	
                (iii)

              	
                to
                  repay a prior Exempt Loan.

              


      

       

      Except
        as
        otherwise provided in Section 6.12 and Section 6.13, no Stock acquired with
        Exempt Loan proceeds shall be subject to a put, call or other option or a
        buy-sell or similar arrangement while held by the Trustee and when distributed
        from this Plan.

       

      Clause
        (c).
        Terms
        of Exempt Loan.
        The
        terms of each Exempt Loan shall be, at the time that Exempt Loan is made,
        as
        favorable to this Plan as the terms of a comparable loan resulting 

       


      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      


      from
        arm’s-length negotiations between independent parties. Each Exempt Loan shall
        be
        for a specific term and shall not be payable at the demand of any person,
        except
        in the case of default.

       

      Clause
        (d).
        Collateral.
        Any
        collateral pledged to the lender by the Trustee shall consist only of Stock
        purchased with the borrowed funds or Stock that was used as collateral for
        a
        prior Exempt Loan repaid with the proceeds of the current Exempt Loan;
provided,
        however,
        that in
        addition to such collateral, the Companies may guarantee the repayment of
        an
        Exempt Loan.

       

      Clause
        (e).
        Limited
        Recourse.
        Under
        the terms of each Exempt Loan, the lender shall not have any recourse against
        the Fund or the Trust except with respect to the collateral.

       

      Clause
        (f).
        Repayment.
        No
        person entitled to payment under any Exempt Loan shall have any right to
        assets
        of the Fund or the Trust other than:

       

      
        	 	
                (i)

              	
                collateral
                  given for that Exempt Loan;

              


      

       

      
        	 	
                (ii)

              	
                contributions
                  (other than contributions of Stock) that are made by the Companies
                  under
                  this Plan to meet this Plan’s obligations under that Exempt
                  Loan;

              


      

       

      
        	 	
                (iii)

              	
                earnings
                  attributable to such collateral and the investment of such contributions;
                  and

              


      

       

      
        	 	
                (iv)

              	
                to
                  the extent directed by the Holding Company under Section 4.5, cash
                  dividends on allocated shares of
                  Stock.

              


      

       

      Payments
        made with respect to an Exempt Loan by the Trustee during any Plan Year shall
        not exceed an amount equal to the sum of such contributions and earnings
        received during or prior to that Plan Year less such payments in prior Plan
        Years. Such contributions and earnings shall be accounted for separately
        in the
        books of account of this Plan and Trust until that Exempt Loan is
        repaid.

       

      Clause
        (g).
        Agreement
        by Companies.
        The
        Companies shall agree in writing with the Trustee to contribute to the Fund
        amounts sufficient to enable the Trustee to pay each installment of principal
        and interest on each Exempt Loan on or before the date such installment is
        due,
        even if no tax benefit to the Companies results from such
        contribution.

       

      Clause
        (h).
        Release
        of Collateral.
        All
        assets of the Fund acquired by this Plan and Trust with Exempt Loan proceeds
        and
        all collateral pledged to secure an Exempt Loan shall be held in a suspense
        account and considered encumbered by the Exempt Loan. For each Plan Year
        during
        the duration of an Exempt Loan, the number of assets to be released from
        encumbrance and withdrawn from the suspense account shall be based upon the
        ratio that the payment of principal and interest on that Exempt Loan for
        that
        Plan Year bears to the total projected payments of principal 

       


      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      


      and
        interest over the duration of the Exempt Loan period. Assets released from
        encumbrance and withdrawn from the suspense account shall be allocated to
        the
        various Company Contributions Accounts in the Plan Year during which such
        portion is paid off and in the same manner as if the assets had been obtained
        by
        the Trustee when no Exempt Loan was involved. Income with respect to shares
        of
        Stock acquired with Exempt Loan proceeds and held in the suspense account
        shall
        be allocated to Company Contributions Accounts along with other income earned
        by
        the Fund, except to the extent that such income is to be used to repay an
        Exempt
        Loan.

       

      Clause
        (i).
        Default.
        In the
        event of any default upon an Exempt Loan, the value of Trust assets transferred
        in satisfaction of that Exempt Loan shall not exceed the amount of the default.
        If the lender is a disqualified person within the meaning of Section 4975(e)(2)
        of the Code, the Exempt Loan shall provide for a transfer of Trust assets
        upon
        default only upon and to the extent of the failure of the Trustee to meet
        the
        payment schedule of that Exempt Loan; provided, however, that the making
        of a
        guarantee shall not make a person a lender within the meaning of this Clause
        (i).

       

      Clause
        (j).
        Termination
        of Plan.
        Upon a
        complete termination of the Plan but only to the extent permitted by the
        Code
        and the Act, any unallocated Stock shall be sold to the Corporation at a
        price
        no less than fair market value or on the open market. To the extent permitted
        by
        Code and the Act, the proceeds of such sale shall be used to satisfy any
        outstanding Exempt Loan and the balance of any funds remaining shall be
        allocated as income to each Participant’s Company Contributions Account based on
        the proportion that the Participant’s Company Contributions Account balance as
        of the immediately preceding Valuation Date bears to the aggregate Company
        Contributions Account balances of all Participants as of the immediately
        preceding Valuation Date.

       

      Section
        8.8.
        Annual
        Accounting.
        At least
        annually the Trustee shall render to the Committee a written account of its
        administration of the Fund during the period since the establishment of this
        Plan or the last accounting thereafter. Pursuant to this requirement, Stock
        acquired by the Trustee shall be accounted for as provided in Treasury
        Regulations § 1.402(a)-1(b)(2)(ii). Unless written notice of disapproval is
        furnished to the Trustee by the Committee within ninety (90) calendar days
        after
        receipt of such account, such account shall be deemed to have been
        approved.

       

      Section
        8.9.
        Audit.
        In the
        case of any disapproval as provided in Section 8.8 and unless a satisfactory
        corrected written account is furnished to the Committee, an audit of the
        Trustee’s account shall be made by a certified public accountant selected
        jointly by the Holding Company and the Trustee, but at the expense of the
        Companies. Upon completion of any such audit, the inaccuracies in the Trustee’s
        account, if any, shall be corrected to conform to such audit and a corrected
        written account shall be delivered to the Committee by the Trustee. Except
        as
        otherwise provided by the Act, an approved account or an account corrected
        pursuant to such an audit shall be final and binding upon the Companies and
        upon
        all other persons who shall then or thereafter have any interest under this
        Plan.


      
        
          
          

        

        
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      Section
        8.10.
        Uncertainty
        Concerning Payment of Benefits.
        In the
        event of any dispute or uncertainty as to the person to whom payment of any
        funds or other property shall be made under this Plan, the Trustee may, in
        its
        sole discretion, withhold such payment or delivery until such dispute or
        uncertainty shall have been determined or resolved by a court of competent
        jurisdiction or otherwise settled by the parties concerned.

       

      Section
        8.11.
        Compensation.
        The
        Trustee shall be entitled to receive fair and reasonable compensation for
        its
        services hereunder, taking into account the amount and nature of its services
        and the responsibilities involved, and shall also be entitled to be reimbursed
        for all reasonable out-of-pocket expenses, including, but not by way of
        limitation, legal, actuarial and accounting expenses and all costs and expenses
        incurred in prosecuting or defending any action concerning this Plan or the
        Trust or the rights or responsibilities of any person hereunder, brought
        by or
        against the Trustee. Such reasonable compensation and expenses shall be paid
        by
        the Companies as provided in Section 3.4.

       

      Section
        8.12.
        Standard
        of Care.
        The
        Trustee shall use its best judgment in exercising any duties or powers or
        in
        taking any action hereunder and shall be bound at all times to act in good
        faith
        and in accordance with all requirements imposed under the Act and under the
        Code. Except as otherwise provided by the Act, the Trustee shall not incur
        any
        liability by reason of any error of judgment, mistake of law or fact or any
        act
        or omission hereunder of itself or of any agent, proxy or attorney so long
        as it
        has acted in good faith. The Trustee may act on any paper or document believed
        by it to be genuine and to have been signed and presented by the proper person.
        The Trustee may consult with counsel (who may, but need not, be counsel to
        a
        Company), accountants or actuaries selected by it and, except as otherwise
        provided by the Act, the written opinion of such counsel or the written
        recommendations of such accountants or actuaries shall be full and complete
        authority and protection for any action or conduct pursued by the Trustee
        in
        good faith and in accordance with such written opinion or recommendations.
        Except as otherwise provided by the Act, the Trustee shall not be liable
        for any
        action taken by it pursuant to the written direction of the
        Committee.

       

      Section
        8.13.
        Request
        for Instructions.
        In
        addition to written instructions relating to valuation and except as otherwise
        provided in Section 8.20, at any time the Trustee may, by written request,
        seek
        written instructions from the Committee on any matter and may await such
        written
        instructions from the Committee without incurring any liability whatsoever.
        If
        at any time the Committee should fail to give written directions to the Trustee,
        the Trustee may act, and shall be protected in acting, without such written
        directions, in such manner as in its sole discretion seems appropriate and
        advisable under the circumstances for carrying out the purposes of the
        Trust.

       

      Section
        8.14.
        Resignation
        of Trustee.
        The
        Trustee may resign at any time by giving sixty (60) calendar days’ prior written
        notice to the Bank, and the Trustee may be removed, with or without cause,
        by
        the Bank on sixty (60) calendar days’ prior written notice to the Trustee. Such
        prior written notice may be waived by the party entitled to receive it. Upon
        any
        such resignation or removal becoming effective, the Trustee shall render
        to the
        Committee a written account of its 

       


      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      


      administration
        of the Fund for the period since the last written accounting and shall do
        all
        necessary acts to transfer the assets of the Fund to the successor Trustee
        or
        Trustees.

       

      Section
        8.15.
        Vacancies
        in Trusteeship.
        In the
        event of any vacancy in the trusteeship of the Trust hereby created, the
        Bank
        may designate and appoint a qualified successor Trustee or Trustees. Any
        such
        successor Trustee or Trustees shall have all the powers herein conferred
        upon
        the original Trustee.

       

      Section
        8.16.
        Information
        to Be Furnished.
        The
        Companies shall furnish to the Trustee, and the Trustee shall furnish to
        the
        Companies, such information relevant to this Plan and Trust as may be required
        under the Code and under the Act. The Trustee shall keep such records, make
        such
        identification and file with the Internal Revenue Service and with the U.S.
        Department of Labor such returns and other information concerning this Plan
        and
        Trust as may be required of it under the Code and under the Act. The Companies
        shall fulfill any reporting and disclosure obligations imposed on it by the
        Act,
        and each Participant shall be given any reports required by the Act. To the
        extent that the Trustee assumes any such Company obligations, it may charge
        a
        reasonable fee for its services apart from its normal fee and its expenses
        as
        provided in Section 8.11.

       

      Section
        8.17.
        Voting
        Rights of Participants.
        Each
        Participant (or, if applicable, his Beneficiary) shall have the right to
        direct
        the Trustee as to the manner in which voting rights of shares of Stock which
        are
        allocated to his Company Contributions Account 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 transactions
        which may be prescribed by the Secretary of Treasury in regulations. Each
        Participant (or, if applicable, his Beneficiary) shall also have the right
        to
        direct the Trustee as to the manner in which voting rights of shares of Stock
        which are allocated to his Company Contributions Account are to be exercised
        at
        any time the Holding Company has a class of securities that are required
        to be
        registered under Section 12 of the Securities Exchange Act of 1934 or that
        would
        be required to be so registered except for the exemption from registration
        provided by Section 12(g)(2)(H) of the Securities Exchange Act of 1934. In
        all
        other cases, the Committee shall be authorized to vote the Stock held by
        the
        Trustee as part of the Fund as provided in Section 7.11. Not less than thirty
        (30) calendar days prior to each annual or special meeting of shareholders
        of
        the Holding Company at which one (1) or more Participants are entitled to
        vote
        shares of Stock allocated to their Company Contributions Accounts under this
        Section 8.17, the Trustee shall cause to be prepared and delivered to each
        such
        Participant who has a Company Contributions Account as of the record date
        established by the Holding Company a copy of the notice of the meeting and
        form
        of proxy directing the Trustee as to how it shall vote at such meeting or
        at any
        adjournment thereof with respect to each issue. Upon receipt of such proxies,
        the Trustee shall vote or may grant the Committee a proxy to vote the shares
        of
        Stock in accordance with the proxies received by the Participants. The shares
        of
        Stock for which no direction is received by the Participant (or, if applicable,
        his Beneficiary) or held by the Trustee in any unallocated account shall
        be
        tendered in proportion to the tendering directions 

       


      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      


      received
        by the Trustee with respect to the allocated shares of Stock. The Trustee
        shall
        take steps to keep a Participant’s voting directions confidential and shall not
        provide them to the Companies.

       

      Section
        8.18.
        Delegation
        of Authority.
        The
        Trustee may delegate any of its ministerial powers or duties under this Plan,
        including the signing of any checks drawn on the Fund, to any of its agents
        or
        employees.

       

      Section
        8.19.
        Diversification
        of Company Contributions Account.
        Notwithstanding anything contained in Article VI to the contrary, a Participant
        who has attained age fifty-five (55) and who has completed at least ten (10)
        years of participation in this Plan shall be permitted to elect that during
        a
        six (6) year period beginning with the Plan Year during which he had obtained
        age fifty-five (55) or, if later, during which he completed his tenth (10th)
        year of participation in this Plan a portion of his vested Company Contribution
        Account be distributed. In the first (1st) Plan Year for which the Participant
        has an election under this Section 8.19, the Participant may elect a
        distribution of up to twenty-five percent (25%) of his vested Company
        Contribution Account as of the end of such Plan Year. In the second (2nd),
        third
        (3rd), fourth (4th) and fifth (5th) Plan Year for which the Participant has
        an
        election under this Section 8.19, the Participant may elect a distribution
        which, when aggregated to any earlier distributions made by reason of this
        Section 8.19, does not exceed twenty-five percent (25%) of the vested balance
        held in his Company Contribution Account as of the end of the Plan Year for
        which the election is made. In the final Plan Year for which a Participant
        has
        an election under this Section 8.19, the Participant may elect a distribution
        of
        an amount which, when aggregated with any other distribution made by reason
        of
        this Section 8.19, does not exceed fifty percent (50%) of his vested Company
        Contribution Account balance as of the end of such Plan Year. The Trustee
        shall
        provide Participants eligible for an election under this Section 8.19 with
        information relating to the election before the end of the first (1st) Plan
        Year
        for which the election relates. A Participant electing a distribution under
        this
        Section 8.19 shall have until the ninetieth (90th) calendar day immediately
        following the end of the Plan Year for which the election is made to make
        his
        election. Any distribution made by reason of this Section 8.19 shall be in
        cash
        and shall be made within one hundred and eighty (180) calendar days after
        the
        end of the Plan Year for which the election is made.

       

      Section
        8.20.
        Tender
        Offer.
        Each
        Participant (or, if applicable, his Beneficiary) shall have the right to
        direct
        the Trustee as to whether the shares of Stock which are allocated to his
        Company
        Contributions Account are to be tendered pursuant to any tender offer made
        for
        the Stock of the Holding Company. The Trustee shall as soon as practical
        (and in
        no event later than five (5) calendar days) after its receipt of the tender
        offer documents shall cause to be prepared and delivered to each Participant
        (and, if applicable, his Beneficiary) who has a Company Contributions Account
        as
        of the date of the tender offer a copy of all relevant information as to
        the
        tender offer and a written election form which will direct the Trustee as
        to
        whether it should tender the shares of Stock held in such Participant’s Company
        Contributions Account. The shares of Stock for which no direction is received
        by
        the Participant (or, if applicable, his Beneficiary) or held by the Trustee
        in
        any unallocated account shall be tendered in proportion to the tendering
        directions received by the Trustee with respect to the allocated shares of
        Stock. The Trustee shall take steps to keep a 

       


      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      


      Participant’s
        decision whether or not to tender shares of Stock confidential and shall
        not
        provide the information to the Companies.

       

      ARTICLE
        IX

      AMENDMENT,
        TERMINATION AND MERGER

       

      Section
        9.1.
        Amendment.
        Except
        for such amendments as are permitted under this Section 9.1 and as otherwise
        provided in Section 1.18 and Section 9.3, the Trust is irrevocable. The Bank
        reserves the right to amend this Plan, at any time and from time to time,
        in
        whole or in part, including without limitation, retroactive amendments necessary
        or advisable to qualify this Plan and the Trust under the provisions of Sections
        401(a) and 501(a) of the Code or the corresponding provisions of any similar
        statute hereafter enacted. However, the Bank’s right to amend this Plan shall
        remain at all times subject to the provisions of Section 9.4. Further, no
        amendment of this Plan shall:

       

      
        	 	
                (a)

              	
                alter,
                  change or modify the duties, powers, or liabilities of the Trustee
                  hereunder without their written
                  consent;

              


      

       

      
        	 	
                (b)

              	
                permit
                  any part of the Fund to be used to pay premiums or contributions
                  of the
                  Companies under any other employee benefit plan maintained by the
                  Companies for the benefit of its
                  Employees;

              


      

       

      
        	 	
                (c)

              	
                effect
                  any discrimination among the
                  Participants;

              


      

       

      
        	 	
                (d)

              	
                change
                  the vesting schedule in Section 6.3 or, if applicable, in Section
                  11.4
                  unless each Participant who has completed three (3) or more Years
                  of
                  Service as of the effective date of the amendment is permitted
                  to elect,
                  within sixty (60) calendar days after he is notified by the Committee
                  of
                  his rights under this Subsection (d), to have his vested interest
                  determined without regard to such
                  amendment;

              


      

       

      
        	 	
                (e)

              	
                decrease
                  the accrued benefit of any Participant unless the amendment is
                  approved by
                  the Department of Labor because of substantial business hardship;
                  or

              


      

       

      
        	 	
                (f)

              	
                decrease
                  a Participant’s Company Contributions Account balance or eliminate an
                  optional form of distribution for the accrued benefits of a Participant
                  determined as of the date of the
                  amendment.

              


      

       

      Section
        9.2.
        Termination
        or Complete Discontinuance of Contributions.
        The
        Companies are not and shall not be under any obligation or liability whatsoever
        to continue their contributions pursuant to this Plan or to maintain this
        Plan
        for any given length of time, except as otherwise provided in Section 8.7.
        A
        Company may, in its sole discretion, discontinue Company contributions to
        this
        Plan completely, except as otherwise provided in Section 8.7, with or without
        notice, or partially or totally terminate this Plan in accordance with its
        provisions at any time without any 

       


      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      


      liability
        whatsoever for such discontinuance or termination. If this Plan shall be
        partially or totally terminated or if contributions of a Company shall be
        completely discontinued, the rights of all Participants directly affected
        by the
        partial or total termination or the complete discontinuance of contributions
        in
        their Company Contributions Accounts shall thereupon become fully vested
        and
        non-forfeitable notwithstanding any other provisions of this Plan. However,
        the
        Trust shall continue until all Participants’ Company Contributions Accounts have
        been completely distributed to, or for the benefit of, the Participants in
        accordance with this Plan.

       

      Section
        9.3.
        Determination
        by Internal Revenue Service.
        Notwithstanding any other provisions of this Plan, if the Internal Revenue
        Service shall fail or refuse to issue a favorable written determination or
        ruling with respect to the initial qualification of this Plan and the initial
        exemption of the Trust from tax under Sections 401(a) and 501(a) of the Code,
        the Trustee shall, within a reasonable time after receiving a written direction
        from the Committee to do so, return to the Companies the current value of
        all
        Company contributions theretofore made. As a condition to such repayment,
        the
        Companies shall execute, acknowledge and deliver to the Trustee its written
        undertaking, in form satisfactory to the Trustee, to indemnify, defend and
        hold
        the Trustee harmless from all claims, actions, demands, or liabilities arising
        in connection with such repayment. If for any reason the Key District Director
        of the Internal Revenue Service should at any time after initial qualification
        fail to approve any of the terms, conditions or amendments contained in or
        implied from this Plan and Trust for continuing qualification and tax exemption
        under Sections 401(a) and 501(a) of the Code, then the Holding Company shall
        make such modifications, alterations and amendments of this Plan as are
        necessary to retain such approval and such modifications, alterations and
        amendments shall be effective retroactively to the Effective Date or to such
        later date as is required to retain such approval.

       

      Section
        9.4.
        Nonreversion.
        Except
        as otherwise provided in Section 3.1 and Section 9.3:

       

      
        	 	
                (a)

              	
                The
                  Bank shall have no power to amend or to terminate this Plan in
                  such a
                  manner which would cause or permit any part of the Fund to be diverted
                  to
                  purposes other than for the exclusive benefit of Participants or,
                  if
                  deceased, of their spouse or other Beneficiaries or as would cause
                  or
                  permit any portion of the Fund to revert to or to become the property
                  of
                  the Companies, and

              


      

       

      
        	 	
                (b)

              	
                The
                  Bank shall have no right to modify or to amend this Plan retroactively
                  in
                  such a manner as to deprive any Participants, or if deceased, their
                  spouses or other Beneficiaries of any benefits to which they are
                  entitled
                  under this Plan by reason of contributions made by the Companies
                  prior to
                  the modification or amendment, unless such modification or amendment
                  is
                  necessary to meet the qualification requirements of Sections 401(a)
                  and
                  501(a) of the Code.

              


      

       

      Section
        9.5.
        Merger.
        The Bank
        shall have the right, by action of its Board of Directors, to merge or to
        consolidate this Plan with, or to transfer the assets or liabilities of the
        Fund
        to, any other qualified retirement plan and trust at any time, except that
        no
        such merger, consolidation or transfer 

       


      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      


      shall
        be
        authorized unless each Participant in this Plan would receive a benefit
        immediately after the merger, consolidation or transfer (if the merged,
        consolidated or transferred plan and trust then terminated) equal to or greater
        than the benefit to which he would have been entitled immediately before
        the
        merger, consolidation or transfer (if this Plan then terminated).

       

      ARTICLE
        X

      MISCELLANEOUS

       

      Section
        10.1.
        Creation
        of Plan Voluntary.
        The Plan
        hereby created is purely voluntary on the part of the Companies and, except
        as
        otherwise provided in Section 8.7, any Company may suspend or discontinue
        payments hereunder at any time or from time to time as it may decide in
        accordance with Section 10.17, but no suspension or discontinuance shall
        operate
        retroactively with respect to the rights of any Participant hereunder or
        his
        spouse or other Beneficiary.

       

      Section
        10.2.
        No
        Employment Contract.
        Except
        as may be required by the Act, no contributions or other payments under this
        Plan shall constitute any contract on the part of the Company to continue
        such
        contributions or other payments hereunder. Participation hereunder shall
        not
        give any Participant the right to be retained in the service of the Companies
        or
        any right or claim to any benefits hereunder unless the right to such benefits
        has accrued under this Plan. All Participants shall remain subject to
        assignment, reassignment, promotion, transfer, layoff, reduction, suspension
        and
        discharge by the Companies to the same extent as if this Plan had never been
        established.

       

      Section
        10.3.
        Limitation
        on Rights Created.
        Nothing
        contained in this Plan or any modification of the same or act done in pursuance
        hereof shall be construed as giving any person whomsoever any legal or equitable
        right against the Companies, the Committee, the Trustee or the Fund, unless
        specifically provided herein or granted by the Act.

       

      Section
        10.4.
        Waiver
        of Claims.
        Except
        as otherwise provided by the Act, no liability whatsoever shall attach to
        or be
        incurred by any shareholder, officer or Director, as such, of the Companies
        under or by reason of any provision of this Plan or any act with reference
        to
        this Plan, and any and all rights and claims thereof, as such, whether arising
        at common law or in equity or created by statute, constitution or otherwise,
        are
        hereby expressly waived and released to the fullest extent permitted by law
        by
        every Participant and by his spouse or other Beneficiary as a condition of
        and
        as part of the consideration for the payments by the Companies under this
        Plan
        and for the receipt of benefits hereunder.

       

      Section
        10.5.
        Spendthrift
        Provision.
        To the
        fullest extent permitted by law, none of the benefits, payments, accounts,
        funds
        or proceeds of any contract held hereunder shall be subject, voluntarily
        or
        involuntarily, to any claim of any creditor of any Participant or of his
        spouse
        or other Beneficiary, nor shall the same be subject to attachment, garnishment
        or other legal or equitable process by any creditor of a Participant or of
        his
        spouse or other Beneficiary, nor shall any Participant or his spouse or other
        Beneficiary have any right to alienate, anticipate, commute, pledge,


       


      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      


      encumber
        or assign any such benefits, payments, accounts, funds or proceeds of any
        such
        contract. The preceding sentence shall also apply to the creation, assignment
        or
        recognition of a right to any benefit payable with respect to a Participant
        pursuant to a domestic relations order, unless such order is determined to
        be a
        qualified domestic relations order as defined in Section 414(p) of the Code.
        It
        is the intention of the Companies that benefit payments hereunder shall be
        made
        only at the times, in the amounts and to the distributees as specified in
        this
        Plan regardless of any marital dissolution, bankruptcy or other legal
        proceedings to which such distributees may be a party to the fullest extent
        permitted by law.

       

      Section
        10.6.
        Payment
        of Benefits to Others.
        If any
        person to whom benefit payments are due or payable under this Plan shall
        be
        unable to care for his affairs because of illness or accident, any such payment
        may be made (unless prior claim thereto shall have been made by a duly-qualified
        guardian or other legal representative) to the spouse, parent, brother, sister
        or other person deemed by the Committee, in its sole discretion, to have
        incurred expense for such person and on such terms as the Committee, in its
        sole
        discretion, may impose. Any such payment and any payment to a Participant
        or to
        his legal representative or, if deceased, to his spouse or other Beneficiary
        made pursuant to the provisions of this Plan shall to the extent thereof
        be in
        full satisfaction of all claims arising hereunder against this Plan, the
        Fund,
        the Committee, the Trustee and the Companies.

       

      Section
        10.7.
        Payments
        to Missing Persons.
        If the
        Trustee is unable to effect delivery of any amounts payable under this Plan
        to
        the person entitled thereto or, upon such person’s death, to such person’s
        personal representative, they shall so advise the Committee in writing, and
        the
        Committee shall give written notice by certified mail to said person at the
        last
        known address of such person as shown in the Companies’ records. If such person
        or the personal representative thereof shall not have responded to the Committee
        within three (3) years from the date of mailing such certified notice, the
        Committee shall direct the Trustee to distribute such amount, including any
        amount thereafter becoming due to such person or the personal representative
        thereof, in the manner provided in Section 6.7 with respect to the death
        of a
        Participant when there is no valid designation of Beneficiary on
        file.

       

      Section
        10.8.
        Severability.
        If any
        provisions of this Plan shall be held illegal or invalid for any reason,
        such
        illegality or invalidity shall not affect the remaining part of this Plan
        and it
        shall be construed and enforced as if such illegal or invalid provisions
        had
        never been inserted herein.

       

      Section
        10.9.
        Captions.
        Titles
        of Articles, Sections and Clauses herein are for general information only
        and
        shall be ignored in any construction of the provisions hereof.

       

      Section
        10.10.
        Construction.
        Words in
        the masculine gender shall be construed to include the feminine gender in
        all
        cases where appropriate, and words in the singular or plural shall be construed
        as being in the plural or singular where appropriate.


      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

       

      Section
        10.11.
        Counterparts.
        This
        Plan may be executed in any number of counterparts, each of which shall be
        deemed to be an original. All the counterparts shall constitute but one (1)
        and
        the same instrument and may be sufficiently evidenced by any one (1)
        counterpart.

       

      Section
        10.12.
        Indemnification.
        The
        Companies shall indemnify and hold harmless each member of the Committee
        and any
        individual Trustee who is also an Employee of the Company from any and all
        claims, loss, damage, expense and liability arising from any act or omission
        of
        such member or Trustee, as the case may be, except when the same is judicially
        determined to be due to the fraud or bad faith of such member or Trustee,
        as the
        case may be, if possible.

       

      Section
        10.13.
        Standards
        of Interpretation and Administration. 
        This
        Plan
        and the Fund held hereunder shall be for the exclusive benefit of Employees
        of
        the Companies and their spouses or other Beneficiaries and defraying reasonable
        costs of administration. This Plan shall be interpreted and administered
        in a
        manner consistent with the requirements of the Code relating to qualified
        stock
        bonus plans and trusts and the requirements imposed by the Act. Wherever
        in this
        Plan discretionary powers are given to any party or wherever any interpretation
        may be necessary, such powers shall be exercised and such interpretation
        shall
        be made in a non-discriminatory manner and in conformity with the fiduciary
        duties imposed under Section 404 of the Act.

       

      Section
        10.14.
        Governing
        Law.
        Except
        as otherwise provided by the Act, this Plan shall be administered and construed
        and its validity determined under the laws of the State of Indiana.

       

      Section
        10.15.
        Successors
        and Assigns.
        This
        Plan shall be binding upon the successors and assigns of the Companies and
        of
        the Trustee.

       

      Section
        10.16.
        Adoption
        of Plan.
        Any
        corporation, who together with the Holding Company, constitutes a member
        of a
        controlled group of corporations under Section 414(b) of the Code, with the
        approval of the Board of Directors of the Holding Company may adopt this
        Plan
        and participate as a Company in this Plan by the execution of an instrument
        of
        adoption of this Plan which shall specify the Effective Date as to such party.
        A
        listing of the subsidiaries and affiliates who have adopted this Plan is
        shown
        as Appendix
        A.

       

      Section
        10.17.
        Withdrawal
        from Plan.
        Any
        Company in this Plan may, by resolution of its Board of Directors or other
        governing body, withdraw from participation as a Company in this
        Plan.

       

      ARTICLE
        XI

      TEFRA
        TOP-HEAVY RULES

       

      Section
        11.1.
        Application.
        The
        rules set forth in this Article XI shall be applicable with respect to any
        Plan
        Year beginning on or after the Effective Date in which this Plan is determined
        to be a Top-Heavy Plan. The provisions of this Article XI shall be applied
        only
        to the extent necessary to comply with Section 416 of the Code and in a manner
        consistent with all requirements imposed under Section 416 of the
        Code.

       


      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

      

      Section
        11.2.
        Determination.
        This
        Plan shall be considered a Top-Heavy Plan with respect to any Plan Year if
        as of
        the Anniversary Date of the immediately preceding Plan Year or, if the
        determination is to be made for this Plan’s first (1st) Plan Year, the last
        calendar day of the first (1st) Plan Year (the “determination
        date”):

       

      
        	 	
                (a)

              	
                the
                  present value of the Accrued Benefits (as such term is defined
                  in Section
                  11.3) of Key Employees (as such term is defined below) exceeds
                  sixty
                  percent (60%) of the present value of the Accrued Benefits of all
                  Employees and former Employees (other than former Key Employees
                  (as such
                  term is defined below)); provided,
                  however,
                  that the Accrued Benefits of any Participant who has not completed
                  an Hour
                  of Service for the Company during a five (5) year period ending
                  on the
                  determination date (as such term is defined above) shall be disregarded,
                  or

              


      

       

      
        	 	
                (b)

              	
                this
                  Plan is part of a required aggregation group (as such term is defined
                  below) and the required aggregation group is
                  top-heavy;

              


      

       

      provided,
        however,
        that
        this Plan shall not be considered a Top-Heavy Plan with respect to any Plan
        Year
        in which this Plan is part of a required or permissive aggregation group
        (as
        such terms are defined below) which is not top-heavy. For purposes of this
        Article XI, the term “Key Employee” shall include for any Plan Year any Employee
        or former Employee who at any time during that Plan Year or any of the four
        (4)
        preceding Plan Years is:

       

      
        	 	
                (c)

              	
                an
                  officer of a Company whose Section 415 Compensation from the Companies
                  is
                  greater than fifty percent (50%) of the maximum dollar limitation
                  under
                  Section 415(b)(1)(A) of the Code in effect for the calendar year
                  in which
                  the determination date (as such term is defined above)
                  falls,

              


      

       

      
        	 	
                (d)

              	
                one
                  (1) of the ten (10) Employees owning (or considered as owning within
                  the
                  meaning of Section 318 of the Code) the largest interest in a Company
                  whose ownership interest in that Company is at least one-half of
                  one
                  percent (0.5%) and whose Section 415 Compensation from the Companies
                  is
                  equal to or greater than the maximum dollar limitation under Section
                  415(c)(1)(A) of the Code in effect for the calendar year in which
                  the
                  determination date (as such term is defined above) falls; provided,
                  however,
                  that if two (2) Employees have the same interest in a Company,
                  the
                  Employee whose annual Section 415 Compensation from the Companies
                  is
                  greater shall be treated as having a larger interest in the
                  Company,

              


      

       

      
        	 	
                (e)

              	
                a
                  five percent (5%) owner (determined without regard to Sections
                  414(b),(c)
                  and (n) of the Code) of a Company,

              


      

       

      
        	 	
                (f)

              	
                a
                  one percent (1%) owner (determined without regard to Sections 414(b),(c)
                  and (n) of the Code) of a Company whose Section 415 Compensation
                  from the
                  Companies is in excess of one hundred and fifty thousand dollars
                  ($150,000);

              


      

       


      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      


      provided,
        however,
        that
        the Beneficiary of any deceased Employee or of any deceased former Employee
        who
        was included as a Key Employee by reason of this Section 11.2 shall also
        be
        included as a Key Employee; provided,
        further,
        that an
        individual shall only be included as a Key Employee to the extent required
        by
        Section 416(i) of the Code. For purposes of this Article XI, “Non-Key Employee”
        is any Employee or former Employee who is not a Key Employee. For purposes
        of
        determining who is a key employee, Section 415 Compensation shall include
        amounts deferred or redirected by an Employee pursuant to Sections 401(k)
        and
        125 of the Code. For purposes of this Section 11.2, the term “required
        aggregation group” shall include:

       

      
        	 	
                (g)

              	
                all
                  qualified retirement plans maintained by a Company in which a Key
                  Employee
                  (as such term is defined above) is a participant; provided,
                  however,
                  that the term “required aggregation group” shall also include all
                  qualified retirement plans previously maintained by a Company but
                  terminated within the five (5) year period ending on the determination
                  date (as such term is defined above) in which a key employee (as
                  such term
                  is defined above) was a participant;
                  and

              


      

       

      
        	 	
                (h)

              	
                any
                  other qualified retirement plans maintained by a Company which
                  enable any
                  qualified retirement plan described in Subsection (g) above to
                  meet the
                  requirements of Section 401(a)(4) or of Section 410 of the
                  Code.

              


      

       

      For
        purposes of this Section 11.2, the term “permissive aggregation group” shall
        include all qualified retirement plans that are part of a required aggregation
        group (as such term is defined above) and any other qualified retirement
        plans
        maintained by a Company if such group will continue to meet the requirements
        of
        Section 401(a)(4) and of Section 410 of the Code.

       

      Section
        11.3.
        Accrued
        Benefits.
        For
        purposes of this Article XI, Accrued Benefits with respect to any Plan Year
        shall be determined as of the determination date (as such term is defined
        in
        Section 11.2) for that Plan Year based on the Company Contributions Account
        balances as of the most recent Valuation Date within a consecutive twelve
        (12)
        month period ending on such determination date; provided,
        however,
        that
        such Company Contributions Account balances shall be adjusted to the extent
        required by Section 416 of the Code to increase the Company Contributions
        Accounts balances by the amount of any Company Contributions made and allocated
        after the Valuation Date but on or before such determination date and by
        any
        distributions made to Participants prior to the Valuation Date during any
        of the
        five (5) consecutive Plan Years immediately preceding the Plan Year for which
        the determination as to whether this Plan is a Top-Heavy Plan is being made
        (including distributions from a terminated plan which if not terminated would
        have been part of a required aggregation group (as such term is defined in
        Section 11.7)) and to reduce the Company Contributions Account balances by
        any
        rollovers or plan to plan transfers made to this Plan before the Valuation
        Date
        which are initiated by a Participant from any qualified retirement plan
        maintained by an unrelated employer and by any deductible employee
        contributions.


      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

      
        Section
          11.4.
          Vesting
          Provisions.
          Notwithstanding the provisions of Section 6.3, with respect to any Plan
          Year in
          which this Plan is determined to be a Top-Heavy Plan, a Participant’s Accrued
          Benefit which is derived from Company Contributions shall vest in accordance
          with the following vesting schedule if it would result in a larger vested
          percentage than the percentage determined under Section 6.3:

      

      


      
        	 	
                Period
                  of Service

              	
                Vested
                  Percentage

              	 
	 	
                Less
                  than two (2) years

              	
                0

              	 
	 	
                Two
                  (2) years or more but less than three (3) years

              	
                20%

              	 
	 	
                Three
                  (3) years or more but less than four (4) years

              	
                40%

              	 
	 	
                Four
                  (4) years or more but less than five (5) years

              	
                60%

              	 
	 	
                Five
                  (5) years or more but less than six (6) years

              	
                80%

              	 
	 	
                Six
                  (6) years or more

              	
                100%

              	 


      

      


      provided,
        however,
        that if
        this Plan becomes a Top-Heavy Plan and subsequently ceases to be
        such:

       

      
        	 	
                (a)

              	
                the
                  vesting schedule shown above shall continue to apply but only with
                  respect
                  to Participants whose Period of Service is as least three (3) years
                  as of
                  the Anniversary Date of the final Top-Heavy Plan
                  Year,

              


      

       

      
        	 	
                (b)

              	
                the
                  vesting schedule shown above shall continue to apply but only with
                  respect
                  to the Accrued Benefits of all other Participants as of the Anniversary
                  Date of the final Top-Heavy Plan Year,
                  and

              


      

       

      
        	 	
                (c)

              	
                the
                  vesting schedule in Section 6.3 shall apply to any additional Accrued
                  Benefits of the Participants described in Subsection (b) above
                  which
                  accrue after the Anniversary Date of the final Top-Heavy Plan
                  Year.

              


      

       

      Section
        11.5.
        Minimum
        Contribution.
        Notwithstanding the provisions of Section 4.2, with respect to any Plan Year
        in
        which this Plan is a Top-Heavy Plan, the Company contributions for such Plan
        Year shall be allocated in the following order of priority:

       


      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      


      
        	 	
                (a)

              	
                first,
                  among the Company Contributions Accounts of all eligible Participants
                  who
                  had not separated from service with the Companies as of the Anniversary
                  Date of that Plan Year regardless of the number of Hours of Service
                  completed by each such Participant during that Plan Year according
                  to the
                  ratio that each Participant’s Compensation for that Plan Year bears to the
                  total Compensation of all eligible Participants; provided,
                  however,
                  that the portion of the Company contributions to be allocated pursuant
                  to
                  this Subsection (a) shall not exceed three percent (3%) of the
                  total
                  Compensation of all eligible Participants for that Plan
                  Year;

              


      

       

      
        	 	
                (b)

              	
                next,
                  the remaining portion, if any, of the Company contributions for
                  such Plan
                  Year shall be allocated in accordance with Section
                  4.2;

              


      

       

      provided,
        however,
        that if
        a Participant also participates in a top-heavy defined benefit plan, he shall
        receive the minimum benefit for such Plan Year under the defined benefit
        plan.

       

      Section
        11.6.
        Code
        Section 415 Limitations.
        With
        respect to any Plan Year beginning before January 1, 2000, in which
        this
        Plan is a Top-Heavy Plan, Section 4.3 shall be read by substituting the number
        one (1.00) for the number one and twenty-five one hundredths (1.25) wherever
        it
        appears therein; provided,
        however,
        that
        such substitution shall not have the effect of reducing a Participant’s Accrued
        Benefit under any qualified defined benefit plan maintained by a Company
        prior
        to the first (1st) calendar day of the Plan Year in which this Article XI
        initially becomes applicable.

       


      
        
          
          

        

        
          42

          
            

          

        

        
          
          

        

      


      This
        Plan
        has been adopted on this 13th
        day of
April,
        2001,
        but is to be effective as of January 1, 1997.

       

      
        	 	 	 	
                UNION
                  COMMUNITY BANCORP

              
	 	 	 	 	 
	 	 	 	
                By:

              	
                /s/
                  Joseph E. Timmons

              
	 	 	 	 	 
	 	 	 	
                Its:

              	
                President

              
	
                Attest:

              	 	 	 	 
	 	 	 	 	 
	
                By:

              	
                /s/
                  Denise E. Swearingen

              	 	 	 
	 	 	 	 	 
	
                Its:

              	
                Secretary

              	 	 	 
	 	 	 	 	 
	 	 	 	
                UNION
                  FEDERAL SAVINGS & LOAN ASSOCIATION

              
	 	 	 	 	 
	 	 	 	
                By:

              	
                /s/
                  Joseph E. Timmons

              
	 	 	 	 	 
	 	 	 	
                Its:

              	
                President

              
	
                Attest:

              	 	 	 
	 	 	 	 	 
	
                By:

              	
                /s/
                  Denise E. Swearingen

              	 	 	 
	 	 	 	 	 
	
                Its:

              	
                Secretary-Treasurer

              	 	 	 
	 	 	 	 	 
	 	 	 	
                HOME
                  FEDERAL SAVINGS BANK

              
	 	 	 	 	 
	 	 	 	
                By:

              	
                /s/
                  David L. Fisher

              
	 	 	 	 	 
	 	 	 	
                Its:

              	
                Vice
                  President and Senior Trust Officer

              
	 	
                Attest:

              	 	 	 
	 	 	 	 	 
	
                By:

              	
                /s/
                  Linda K. Scheedt

              	 	 	 
	 	 	 	 	 
	
                Its:

              	
                Assistant
                  Secretary

              	 	 	 


      

      



      
        
          
          

        

        
          43

          
            

          

        

        
          
          

        

      


      FIRST
        AMENDMENT TO THE

      UNION
        COMMUNITY BANCORP

      EMPLOYEE
        STOCK OWNERSHIP PLAN AND

      TRUST
        AGREEMENT

      (EFFECTIVE
        JANUARY 1, 1997)

      


      


      


      Pursuant
        to rights reserved under Section 9.1 of the Union Community Bancorp Employee
        Stock Ownership Plan, effective as of January 1, 1997, (the “Plan”), Union
        Federal Savings & Loan Association (the “Bank”) amends the Plan, effective
        January 1, 1999, as follows:

      


      1. The
        following sentence is added to the end of Section 6.14(a) of the Plan as
        follows:

      


      An
        eligible rollover distribution does not include any hardship withdrawals,
        as
        defined in Section 401(k)(2)(B)(i)(IV) of the Code, which are attributable
        to
        the distributee’s elective contributions under Treas. Reg. section
        1.401(k)-1(d)(2)(ii).

       

      


      


      
        	 	
                2.

              	
                The
                  following sentence is added to the end of Section 1.36 of the Plan
                  as
                  follows:

              


      

      


      


      For
        Plan
        Years beginning on and after January 1, 2001, Section 415 Compensation shall
        include elective amounts that are not includible in the gross income of the
        Participant by reason of Section 132(f)(4) of the Code.

      


      


      


      This
        First Amendment has been executed this 6th
        day of
September,
        2001.

      


      


      


      
        	 	
                UNION
                  FEDERAL SAVINGS & LOAN ASSOCIATION

              
	 	 	 
	 	 	 
	 	
                By:

              	
                /s/
                  Joseph E. Timmons

              
	 	
                Its:

              	
                President

              


      

      


      



      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      SECOND
        AMENDMENT TO THE

      UNION
        COMMUNITY BANCORP

      EMPLOYEE
        STOCK OWNERSHIP PLAN AND

      TRUST
        AGREEMENT

      (EFFECTIVE
        JANUARY 1, 1997)

      


      


      Pursuant
        to rights reserved under Section 9.1 of the Union Community Bancorp Employee
        Stock Ownership Plan, effective as of January 1, 1997, (the “Plan”), Union
        Federal Savings & Loan Association (the “Bank”) amends Section 2.1 of the
        Plan, effective January 1, 2002, to provide, in its entirety, as
        follows:

      


      Section
        2.1.
        Eligibility.
        Each
        Employee in the employ of a Company shall become eligible to participate
        in this
        Plan on the date on which he completes one (1) Year of Service or, if later,
        on
        the date on which he attains age twenty-one (21); provided,
        however,
        that
        notwithstanding anything contained herein to the contrary, any Employee who
        participated in the Montgomery Financial Corporation Employee Stock Ownership
        Plan shall not be eligible to participate in the Plan any earlier than January
        1, 2004.

      


      


      This
        Second Amendment has been executed this 14th
        day of
November,
        2001.

      


      


      


      


      
        	 	
                UNION
                  FEDERAL SAVINGS & LOAN ASSOCIATION

              
	 	 	 
	 	 	 
	 	
                By:

              	
                /s/
                  Joseph E. Timmons

              
	 	 	
                Joseph
                  E. Timmons

              
	 	
                Its:

              	
                President

              


      

      


      



      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      EGTRRA
        PLAN AMENDMENTS:

       

      AMENDMENT
        OF THE PLAN FOR EGTRRA

       

      Pursuant
        to the rights reserved under Section 9.1 of the Union Community Bancorp Employee
        Stock Ownership Plan and Trust Agreement, as amended and restated as of January
        1, 1997 (the “Plan”), Union Federal Savings & Loan Association (the
“Company”) amends the Plan to add the following pursuant to the Economic Growth
        and Tax Relief Reconciliation Act of 2001 (EGTRRA).

       

      PREAMBLE

       

      1.
        Adoption and effective date of amendment. This amendment of the plan is adopted
        to reflect certain provisions of EGTRRA. This amendment is intended as good
        faith compliance with the requirements of EGTRRA and is to be construed in
        accordance with EGTRRA 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.

       

      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.

       

      SECTION
        1. PLAN LOANS FOR OWNER-EMPLOYEES AND SHAREHOLDER
        EMPLOYEES

       

      Effective
        for plan loans made after December 31, 2001, plan provisions prohibiting
        loans
        to any owner-employee or shareholder-employee shall cease to apply.

       

       

      SECTION
        2. LIMITATIONS ON CONTRIBUTIONS (generally
        required unless §415(c) limits are incorporated by reference)

       

      1.
        Effective date. This section shall be effective for limitation years beginning
        after December 31, 2001.

       

      2.
        Maximum annual addition. Except to the extent permitted under Section 14
        of this
        amendment that provides for catch-up contributions under EGTRRA §631 and section
        414(v) of the Code, if applicable, 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 section 415(d)
        of
        the Code, or

       

       

      (b)
        100
        percent of the participant's compensation, within the meaning of section
        415(c)(3) of the Code, for the limitation year.

       


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


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

       

       

      SECTION
        3. MODIFICATION OF TOP-HEAVY RULES (not
        required if plan meets safe harbor requirements of § 401(K)(12) and/or §
        401(m)(11); if plan falls under safe harbors, then see plan amendments in
        Plan
        Amendments for Section 401(k) plans)

       

      1.
        Effective date. This section shall apply for purposes of determining whether
        the
        plan is a top-heavy plan under section 416(g) of the Code for plan years
        beginning after December 31, 2001, and whether the plan satisfies the minimum
        benefits requirements of section 416(c) of the Code for such years. This
        section
        amends the top-heavy provisions of the plan.

       

       

      2.
        Determination of top-heavy status.

       

      2.1
        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 annual compensation
        greater than $130,000 (as adjusted under section 416(i)(1) of the Code for
        plan
        years beginning after December 31, 2002), a 5-percent owner of the employer,
        or
        a 1-percent owner of the employer having annual compensation of more than
        $150,000. For this purpose, annual compensation means compensation within
        the
        meaning of section 415(c)(3) of the Code. The determination of who is a key
        employee will be made in accordance with section 416(i)(1) of the Code and
        the
        applicable regulations and other guidance of general applicability issued
        thereunder.

       

      2.2
        Determination of present values and amounts. This section 2.2 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.

       

      2.2.1
        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 section
        416(g)(2) of the Code during the 1-year period ending on the determination
        date.
        The preceding sentence shall also apply to distributions under a terminated
        plan
        which, had it not been terminated, would have been aggregated with the plan
        under section 416(g)(2)(A)(i) of the Code. In the case of a distribution
        made
        for a reason other than separation from service, death, or disability, this
        provision shall be applied by substituting 5-year period for 1-year
        period.

       

      2.2.2
        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.

       


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      3.
        Minimum benefits.

       

      3.1
        Matching contributions. Employer matching contributions shall be taken into
        account for purposes of satisfying the minimum contribution requirements
        of
        section 416(c)(2) of the Code 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
        section 401(m) of the Code.

       

      3.2
        Contributions under other plans. The employer may provide in the adoption
        agreement that the minimum benefit requirement shall be met in another plan
        (including another plan that consists solely of a cash or deferred arrangement
        which meets the requirements of section 401(k)(12) of the Code and matching
        contributions with respect to which the requirements of section 401(m)(11)
        of
        the Code are met).

       

      Minimum
        Benefits for Employees Also Covered Under Another Plan:

       

      Describe
        below the extent, if any, to which the top-heavy minimum benefit requirement
        of
        section 416(c) of the Code and the section of the plan providing for that
        requirement shall be met in another plan. Include the name of the other plan,
        the minimum benefit that will be provided under such other plan, and the
        employees who will receive the minimum benefit under such other
        plan:

       

      


       


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      SECTION
        7, ROLLOVERS FROM OTHER PLANS, SHALL BE EFFECTIVE: January
        1, 2002.

       

      SECTION
        8. REPEAL OF MULTIPLE USE TEST
        

       

      The
        multiple use test described in Treasury Regulation section 1.401(m)-2 and
        the
        plan shall not apply for plan years beginning after December 31,
        2001.

       

       

      SECTION
        9. INCREASE IN COMPENSATION LIMIT (generally
        recommended)

       


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

        
        

        
          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
            section 401(a)(17)(B) of the Code. Annual compensation means compensation
            during
            the plan year or such other consecutive 12-month period over which compensation
            is otherwise determined under the plan (the determination period). The
            cost-of-living adjustment in effect for a calendar year applies to annual
            compensation for the determination period that begins with or within
            such
            calendar year.

           

           

          SECTION
            10. ROLLOVERS DISREGARDED IN INVOLUNTARY CASH-OUTS

           

          1.
            Applicability and effective date. This section shall apply if elected
            by the
            employer in the adoption agreement and shall be effective as specified
            in the
            adoption agreement.

           

          2.
            Rollovers disregarded in determining value of account balance for involuntary
            distributions. If elected by the employer in the adoption agreement,
            for
            purposes of section of the plan providing for the involuntary distribution
            of
            vested accrued benefits of $5,000 or less, the value of a participant's
            nonforfeitable account balance shall be determined without regard to
            that
            portion of the account balance that is attributable to rollover contributions
            (and earnings allocable thereto) within the meaning of sections 402(c),
            403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16) of the Code. If
            the value
            of the participant's nonforfeitable account balance as so determined
            is $5,000
            or less, the plan shall immediately distribute the participant's entire
            nonforfeitable account balance.

           

          Treatment
            of Rollovers in Application of Involuntary Cash-out
            Provisions:

           

          The
            employer: (choose one)

           

          x 
            elects

           

           ̈ 
            does not elect

           

          to
            exclude rollover contributions in determining the value of the participant's
            nonforfeitable account balance for purposes of the plan's involuntary
            cash-out
            rules.

           

          If
            the
            employer has elected to exclude rollover contributions, the election
            shall apply
            with respect to distributions made after:

           

          x 
            December 31, 2001

           

          with
            respect to participants who separated from service after:

           

           ̈ 
            ________________ (may be earlier than December 31,
            2001)

        

      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


       

      EGTRRA
        PLAN AMENDMENTS FOR SECTION 401(k) PLANS

       

       

      SECTION
        11. ELECTIVE DEFERRALS -- CONTRIBUTION LIMITATION (required
        to permit the higher amount of elective deferrals if it does not incorporate
        §402(g) limit by reference)

       

      No
        participant shall be permitted to have elective deferrals made under this
        plan,
        or any other qualified plan maintained by the employer during any taxable
        year,
        in excess of the dollar limitation contained in section 402(g) of the Code
        in
        effect for such taxable year, except to the extent permitted under the section
        that provides for catch-up contributions under EGTRRA §631 and section 414(v) of
        the Code, if applicable.

       

       

      SECTION
        12. MAXIMUM SALARY REDUCTION CONTRIBUTIONS (for
        SIMPLE §401(k) plans only)

       

      Except
        to
        the extent permitted under section 14 of this amendment that provides for
        catch-up contributions under EGTRRA §631 and section 414(v) of the Code, if
        applicable, the maximum salary reduction contribution that can be made to
        this
        plan is the amount determined under section 408(p)(2)(A)(ii) of the Code
        for the
        calendar year.

       

       

      SECTION
        13. MODIFICATION OF TOP-HEAVY RULES (only
        for plans that consist solely of a cash or deferred arrangement that meet
        the
        requirements of §401(k)(12) and matching contributions with respect to which the
        requirements of §401(m)(11) are met)

       

      The
        top-heavy requirements of section 416 of the Code and the plan shall not
        apply
        in any year beginning after December 31, 2001, in which the plan consists
        solely
        of a cash or deferred arrangement which meets the requirements of section
        401(k)(12) of the Code and matching contributions with respect to which the
        requirements of section 401(m)(11) of the Code are met.

       


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      SECTION
        15. SUSPENSION PERIOD FOLLOWING HARDSHIP DISTRIBUTION (required
        for §401(k)(12) and/or §401(m)(11) plans; optional for all other §401K) plans
        that use the safe harbor standards for hardship distributions or elective
        contributions)

       

      A
        participant who receives a distribution of elective deferrals after December
        31,
        2001, on account of hardship shall be prohibited from making elective deferrals
        and employee contributions under this and all other plans of the employer
        for 6
        months after receipt of the distribution. A participant who receives a
        distribution of elective deferrals in calendar year 2001 on account of hardship
        shall be prohibited from making elective deferrals and employee contributions
        under this and all other plans of the employer for the period specified by
        the
        employer in the adoption agreement.

       

      Suspension
        Period for Hardship Distributions:
        (Choose
        one.)

       

       ̈
        A
        participant who receives a distribution of elective deferrals in calendar
        year
        2001 on account of hardship shall be prohibited from making elective deferrals
        and employee contributions under this and all other plans of the employer
        for 6
        months after receipt of the distribution or until January 1, 2002, if
        later.

      
         

        x
          A
          participant who receives a distribution of elective deferrals in calendar
          year
          2001 on account of hardship shall be prohibited from making elective deferrals
          and employee contributions under this and all other plans of the employer
          for
          the period specified in the provisions of the plan relating to suspension
          of
          elective deferrals that were in effect prior to this
          amendment.

      

       

      SECTION
        16. DISTRIBUTION UPON SEVERANCE FROM EMPLOYMENT

       

      1.
        Effective date. If elected by the employer in the adoption agreement, this
        section shall apply for distributions and severances from employment occurring
        after the dates specified in the adoption agreement.

       

      2.
        New
        distributable event. A participant's elective deferrals, qualified nonelective
        contributions, qualified matching contributions, and earnings attributable
        to
        these contributions shall be distributed on account of the participant's
        severance from employment. However, such a distribution shall be subject
        to the
        other provisions of the plan regarding distributions, other than provisions
        that
        require a separation from service before such amounts may be
        distributed.

       


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      Section
        16, Distribution Upon Severance from Employment, shall apply for distributions
        after:

      
         

        x
          December
          31, 2001 (or later date ____________),

         

      

      (Choose
        one.)

       

       ̈
        regardless of when the severance from employment occurred.

       

       ̈
        for
        severances from employment occurring after _____________,

       

      This
        Amendment has been executed this 23rd
        day of
        December, 2002.

       

      
        	 	
                 

                UNION
                  FEDERAL SAVINGS & LOAN ASSOCIATION

                 

              
	 	 	
                 

                By:

                 

              	
                 

                /s/
                  Joseph E. Timmons

                 

              
	 	 	
                 

                Its:

                 

              	
                 

                President

                 

              


      

      


      



      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      

        FOURTH
          AMENDMENT
          TO THE

        UNION
          COMMUNITY BANCORP

        EMPLOYEE
          STOCK OWNERSHIP PLAN AND

        TRUST
          AGREEMENT

        (EFFECTIVE
          JANUARY 1, 1997)

         

        Pursuant
          to rights reserved under Section 9.1 of the Union Community Bancorp Employee
          Stock Ownership Plan, effective as of January 1, 1997, (the “Plan”), Union
          Federal Savings & Loan Association (the “Bank”) amends the Plan to add a new
          Article XII, effective January 1, 2003, to provide, in its entirety,
          as
          follows:

         

        ARTICLE
          XII

        MINIMUM
          DISTRIBUTION REQUIREMENTS

         

        Section
          12.1. 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.

                


        

         

        
          	 	
                  (b)

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

                


        

         

        
          	 	
                  (c)

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

                


        

         

        
          	 	
                  (d)

                	
                  TEFRA
                    Section 242(b)(2) Elections. Notwithstanding the other provisions of
                    this Article, 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 (TEFRA) and the provisions of the
                    Plan that
                    relate to Section 242(b)(2) of
                    TEFRA.

                


        

         

        Section
          12.2. Time
          and Manner of Distribution.

         

        
          	 	
                  (a)

                	
                  Required
                    Beginning Date. The Participant’s entire nonforfeitable 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 nonforfeitable
                    interest will be distributed, or begin to be distributed, no
                    later than as
                    follows:

                


        

         


        
          
            
            

          

          
            1

            
              

            

          

          
            
            

          

        


        
          	 	
                  (i)

                	
                  If
                    the Participant’s surviving spouse is the Participant’s sole designated
                    Beneficiary, then 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 70 1/2 , if
                    later.

                


        

         

        
          	 	
                  (ii)

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

                


        

         

        
          	 	
                  (iii)

                	
                  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
                    nonforfeitable interest will be distributed by December 31 of
                    the calendar
                    year containing the fifth anniversary of the Participant’s
                    death.

                


        

         

        
          	 	
                  (iv)

                	
                  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 Section 12.2(b),
                    other
                    than Subsection 12.2(b)(i), will apply as if the surviving spouse
                    were the
                    Participant.

                


        

         

        For
          purposes of this Section 12.2(b) and Section 12.4, unless Subsection 12.2(b)(iv)
          applies, distributions are considered to begin on the Participant’s required
          beginning date. If Subsection 12.2(b)(iv) applies, distributions are considered
          to begin on the date distributions are required to begin to the surviving
          spouse
          under Subsection 12.2(b)(i). 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 Subsection 12.2(b)(i)), the date distributions are considered to
          begin is
          the date distributions actually commence.

         

        
          	 	
                  (c)

                	
                  Forms
                    of Distribution. 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 Sections
                    12.3
                    and 12.4 of this Article. 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.

                


        

         

        Section
          12.3. 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:

                


        

         


        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        


        
          	 	
                  (i)

                	
                  the
                    quotient obtained by dividing the Participant’s Company Contributions
                    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

                


        

         

        
          	 	
                  (ii)

                	
                  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 Company Contributions 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; provided, however, that under
                    no
                    circumstances shall the distribution exceed the nonforfeitable
                    portion of
                    the Participant’s Company Contributions Account
                    balance.

                


        

         

        
          	 	
                  (b)

                	
                  Lifetime
                    Required Minimum Distributions Continue Through Year of Participant’s
                    Death. Required minimum distributions will be determined under
                    this
                    Section 12.3 beginning with the first distribution calendar year
                    and up to
                    and including the distribution calendar year that includes the
                    Participant’s date of death.

                


        

         

        Section
          12.4. Required
          Minimum Distributions After Participant’s Death.

         

        
          	 	
                  (a)

                	
                  Death
                    On or After Date Distributions
                    Begin.

                


        

         

        
          	 	
                  (i)

                	
                  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 Company Contributions 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 

                


        

         


        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        


        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.

                


        

         

        
          	 	
                  (ii)

                	
                  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 Company Contributions 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.

                


        

         

        
          	 	
                  (i)

                	
                  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 balance credited to his Company Contributions
                    Account by the remaining life expectancy of the Participant’s designated
                    Beneficiary, determined as provided in Section
                    12.4(a).

                


        

         

        
          	 	
                  (ii)

                	
                  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 nonforfeitable interest will be completed by
                    December 31 of the calendar year containing the fifth anniversary
                    of the
                    Participant’s death.

                


        

         

        
          	 	
                  (iii)

                	
                  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 Subsection 12.2(b)(i),
                    this Section 12.4(b) will apply as if the surviving spouse were
                    the
                    Participant.

                


        

         

        Section
          12.5. Election
          to Apply 5-Year Rule to Distributions to Designated Beneficiaries. If the
          Participant dies before distributions begin and there is a designated
          Beneficiary and notwithstanding anything contained in this Article to the
          contrary, distribution to the designated Beneficiary is not required to
          begin by
          the date specified in Section 12.2(b) of 


        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        


        Article
          XII of the Plan, but the Participant’s entire nonforfeitable interest will be
          distributed to the designated Beneficiary by December 31 of the calendar
          year
          containing the fifth anniversary of the Participant’s death. 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
          either the Participant or the surviving spouse begin, this election will
          apply
          as if the surviving spouse were the Participant. This election will apply
          to all
          distributions.

         

        Section
          12.6. Definitions.

         

        
          	 	
                  (a)

                	
                  Designated
                    Beneficiary. The individual who is designated as the Beneficiary under
                    Section 6.6 of 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.

                


        

         

        
          	 	
                  (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 after the Participant’s death,
                    the first distribution calendar year is the calendar year in
                    which
                    distributions are required to begin under Section 12.2(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 31 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
                    Company Contributions Account balance. The balance credited to the
                    Participant’s Company Contributions Account 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 balance of
                    that
                    Participant’s Company Contributions Account 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
                    Company
                    Contributions 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 Section 6.9 of the
                    Plan.

                


        

         


        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        


        


         

        This
          Fourth Amendment has been executed this 24th
          day of
November,
          2003.

         

        
          	 	
                  UNION
                    FEDERAL SAVINGS &

                  LOAN
                    ASSOCIATION

                
	 	 	 
	 	 	 
	 	 	 
	 	
                  By:

                	
                  /s/
                    Joseph E. Timmons

                
	 	 	 
	 	 	 
	 	
                  Its:

                	
                  President

                


        

        


        



        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        


        FIFTH
          AMENDMENT TO THE

        UNION
          COMMUNITY BANCORP

        EMPLOYEE
          STOCK OWNERSHIP PLAN AND TRUST AGREEMENT

         

        Pursuant
          to rights reserved under Section 9.1 of the Union Community Bancorp
          Employee Stock Ownership Plan and Trust Agreement (as last restated effective
          January 1, 1997) (the “Plan”), Union Federal Savings & Loan Association
          amends the Plan, effective with respect to distributions of benefits on
          or after
          March 28, 2005, as follows.

         

        Section 6.10
          of the Plan shall be amended by changing the mandatory small benefit cashout
          threshold from five thousand dollars ($5,000) to one thousand dollars ($1,000).
          

         

        This
          Fifth Amendment has been executed this 20th day of April,
          2005.

         

         

         

        
          	 	
                  UNION
                    FEDERAL SAVINGS &

                  LOAN
                    ASSOCIATION

                
	 	 	 
	 	 	 
	 	 	 
	 	
                  Signature

                	
                  /s/
                    Joseph E. Timmons

                
	 	 	 
	 	
                  Printed
                    Name

                	
                  Joseph
                    E. Timmons

                
	 	 	 
	 	
                  Title

                	
                  President