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                                                                    EXHIBIT 10.1

                                     FORM OF

                        NAUGATUCK VALLEY SAVINGS AND LOAN

                          EMPLOYEE STOCK OWNERSHIP PLAN

                             EFFECTIVE AS OF [DATE]

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                        NAUGATUCK VALLEY SAVINGS AND LOAN
                          EMPLOYEE STOCK OWNERSHIP PLAN
                                  CERTIFICATION

         I, John C. Roman, President and Chief Executive Officer of Naugatuck
Valley Savings and Loan hereby certify that the attached Naugatuck Valley
Savings and Loan Employee Stock Ownership Plan, effective [date], was adopted at
a duly held meeting of the Board of Directors of the Bank.

ATTEST:                            NAUGATUCK VALLEY SAVINGS AND LOAN

_______________________            By: _____________________________________
                                       John C. Roman
                                       President and Chief Executive Officer

                                   Date:____________________________________

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                        NAUGATUCK VALLEY SAVINGS AND LOAN
                          EMPLOYEE STOCK OWNERSHIP PLAN

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                     <C>
Section 1 - Introduction........................................................         1

Section 2 - Definitions.........................................................         1

Section 3 - Eligibility and Participation.......................................         8

Section 4 - Contributions.......................................................        10

Section 5 - Plan Accounting.....................................................        12

Section 6 - Vesting and Forfeitures.............................................        18

Section 7 - Distributions.......................................................        20

Section 8 - Voting of Company Stock and Tender Offers...........................        25

Section 9 - The Committee and Plan Administration...............................        26

Section 10 - Rules Governing Benefit Claims ....................................        29

Section 11 - The Trust..........................................................        30

Section 12 - Adoption, Amendment and Termination................................        31

Section 13 - General Provisions.................................................        33

Section 14 - Top-Heavy Provisions...............................................        34
</TABLE>

<PAGE>

                                    SECTION 1
                                  INTRODUCTION

SECTION 1.01 NATURE OF THE PLAN.

Effective as of [date] (the "Effective Date"), Naugatuck Valley Savings and Loan
(the "Bank") hereby establishes the Naugatuck Valley Savings and Loan Employee
Stock Ownership Plan (the "Plan") to enable Eligible Employees (as defined in
Section 2.01(o) of the Plan) to acquire stock ownership interests in Naugatuck
Valley Financial Corporation (the "Company"), the holding company of the Bank.
The Bank intends this Plan to be a tax-qualified stock bonus plan under Section
401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and an
employee stock ownership plan within the meaning of Section 407(d)(6) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and
Sections 409 and 4975(e)(7) of the Code. The Plan is designed to invest
primarily in the common stock of the Company, which stock constitutes
"qualifying employer securities" within the meaning of Section 407(d)(5) of
ERISA and Sections 409(l) and 4975(e)(8) of the Code. Accordingly, the Plan and
Trust Agreement (as defined in Section 2.01(mm) of the Plan) shall be
interpreted and applied in a manner consistent with the Bank's intent for it to
be a tax-qualified plan designed to invest primarily in qualifying employer
securities.

The Plan reflects certain provisions of the Economic Growth and Tax Relief
Reconciliation Act of 2001 ("EGTRRA"). The provisions related to EGTRRA are
intended as good faith compliance with EGTRRA and the guidance issued
thereunder. To the extent any provision of the Plan was operated according to an
effective date earlier than as required by law, then such date shall be the
effective date with respect to that provision of the Plan.

SECTION 1.02 EMPLOYERS AND AFFILIATES.

The Bank and each of its Affiliates (as defined in Section 2.01(c) of the Plan)
that, with the consent of the Bank, adopt the Plan pursuant to the provisions of
Section 12.01 of the Plan are collectively referred to as the "Employers" and
individually as an "Employer." The Plan shall be treated as a single plan with
respect to all participating Employers.

                                    SECTION 2
                                   DEFINITIONS

SECTION 2.01 DEFINITIONS.

In this Plan, whenever the context so indicates, the singular or the plural
number and the masculine or feminine gender shall be deemed to include the
other, the terms "he," "his," and "him," shall refer to a Participant or
Beneficiary, as the case may be, and, except as otherwise provided, or unless
the context otherwise requires, the capitalized terms shall have the following
meanings:

(a)      "ACCOUNT" or "ACCOUNTS" mean a Participant's or Beneficiary's Company
         Stock Account and/or his Other Investments Account, as the context so
         requires.

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(b)      "ACQUISITION LOAN" means a loan or other extension of credit, including
         an installment obligation to a "party in interest" (as defined in
         Section 3(14) of ERISA) incurred by the Trustee in connection with the
         purchase of Company Stock.

(c)      "AFFILIATE" means any corporation, trade or business, which, at the
         time of reference, is together with the Bank, a member of a controlled
         group of corporations, a group of trades or businesses (whether or not
         incorporated) under common control, or an affiliated service group, as
         described in Sections 414(b), 414(c), and 414(m) of the Code,
         respectively, or any other organization treated as a single employer
         with the Bank under Section 414(o) of the Code; provided, however,
         that, where the context so requires, the term "Affiliate" shall be
         construed to give full effect to the provisions of Sections 409(l)(4)
         and 415(h) of the Code.

(d)      "BANK" means Naugatuck Valley Savings and Loan, and any entity that
         succeeds to the business of the Naugatuck Valley Savings and Loan and
         adopts this Plan in accordance with the provisions of Section 12.02 of
         the Plan, or by written agreement assumes the obligations of the Plan.

(e)      "BENEFICIARY" means the person(s) entitled to receive benefits under
         the Plan following a Participant's death, pursuant to Section 7.03 of
         the Plan.

(f)      "CHANGE IN CONTROL" means any one of the following events occurs:

         (i)      Merger: The Company merges into or consolidates with another
                  corporation, or merges another corporation into the Company,
                  and as a result less than a majority of the combined voting
                  power of the resulting corporation immediately after the
                  merger or consolidation is held by persons who were
                  stockholders of the Company immediately before the merger or
                  consolidation;

         (ii)     Acquisition of Significant Share Ownership: The Company files,
                  or is required to file, a report on Schedule 13D or another
                  form or schedule (other than Schedule 13G) required under
                  Sections 13(d) or 14(d) of the Securities Exchange Act of
                  1934, if the schedule discloses that the filing person or
                  persons acting in concert has or have become the beneficial
                  owner of 25% or more of a class of the Company's voting
                  securities, but this clause (b) shall not apply to beneficial
                  ownership of Company voting shares held in a fiduciary
                  capacity by an entity of which the Company directly or
                  indirectly beneficially owns 50% or more of its outstanding
                  voting securities;

         (iii)    Change in Board Composition: During any period of two
                  consecutive years, individuals who constitute the Company's
                  Board of Directors at the beginning of the two-year period
                  cease for any reason to constitute at least a majority of the
                  Company's Board of Directors; provided, however, that for
                  purposes of this clause (iii), each director who is first
                  elected by the board (or first nominated by the board for
                  election by the stockholders) by a vote of at least two-thirds
                  (2/3) of

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                  the directors who were directors at the beginning of the
                  two-year period shall be deemed to have also been a director
                  at the beginning of such period; or

         (iv)     Sale of Assets: The Company sells to a third party all or
                  substantially all of its assets.

         Notwithstanding anything in this Plan to the contrary, in no event
         shall the conversion of the Bank from the mutual to stock form
         (including, without limitation, the formation of a stock holding
         company), or the reorganization of the Bank into the mutual holding
         company form of organization, constitute a "Change in Control" for
         purposes of this Plan.

(g)      "CODE" means the Internal Revenue Code of 1986, as amended.

(h)      "COMMITTEE" means the individual(s) responsible for the administration
         of the Plan in accordance with Section 9 of the Plan.

(i)      "COMPANY" means Naugatuck Valley Financial Corporation and any entity
         which succeeds to the business of Naugatuck Valley Financial
         Corporation.

(j)      "COMPANY STOCK" means shares of the voting common stock or preferred
         stock, meeting the requirements of Section 409 of the Code and Section
         407(d)(5) of ERISA, issued by the Company or its Affiliates.

(k)      "COMPANY STOCK ACCOUNT" means the account established and maintained in
         the name of each Participant or Beneficiary to reflect his share of the
         Trust Fund invested in Company Stock.

(l)      "COMPENSATION" means:

         [(i)     AN EMPLOYEE'S BASE COMPENSATION AS REPORTED ON FORM W-2 FOR
         FEDERAL TAX PURPOSES AND PAID DURING THE PLAN YEAR BY THE EMPLOYER.

         (ii)     COMPENSATION SHALL ALSO INCLUDE THE AMOUNTS OF ANY EMPLOYER
         CONTRIBUTIONS MADE PURSUANT TO A SALARY REDUCTION AGREEMENT ENTERED
         INTO BY THE PARTICIPANT AND NOT INCLUDIBLE IN THE GROSS INCOME OF THE
         EMPLOYEE UNDER SECTIONS 125, 132(f), 402(e)(3), 402(h), 403(b), 414(h)
         OR 457 OF THE CODE.]

         A Participant's Compensation shall not exceed $200,000 (as periodically
         adjusted pursuant to Section 401(a)(17) of the Code). If the Plan Year
         for which a Participant's Compensation is measured is less than twelve
         (12) calendar months, then the amount of Compensation taken into
         account for such Plan Year shall be the adjusted amount for such Plan
         Year, as prescribed by the Secretary of the Treasury under Section
         401(a)(17) of the Code, multiplied by a fraction, the numerator of
         which is the number of months taken into account for such Plan Year and
         the denominator of which is twelve (12). In

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         determining the dollar limitation hereunder, Compensation received from
         an Affiliate shall be recognized as Compensation.

(m)      "DISABILITY" means a physical or mental condition of a Participant
         resulting from bodily injury, disease, or mental disorder which renders
         the Participant incapable of continuing any gainful occupation and
         which condition constitutes total disability under the federal Social
         Security Act. The Disability of a Participant shall be determined by
         the Plan Administrator, in its sole discretion.

(n)      "EFFECTIVE DATE" means [DATE].

(o)      "ELIGIBLE EMPLOYEE" means any Employee who is not precluded from
         participating in the Plan by reason of the provisions of Section 3.02
         of the Plan.

(p)      "EMPLOYEE" means any person who is actually performing services for the
         Employer or an Affiliate in a common-law, employer-employee
         relationship as determined under Sections 31.3121(d)-1, 31.3306(i)-1,
         or 31.3401(c)-1 of the Treasury Regulations and any "Leased Employee"
         as defined in Section 3.02(b) of this Plan.

(q)      "EMPLOYER" or "EMPLOYERS" means the Bank and any of its Affiliates that
         adopt the Plan in accordance with the provisions of Section 12.01 of
         the Plan, and any entity which succeeds to the business of the Bank or
         its Affiliates and which adopts the Plan in accordance with the
         provisions of Section 12.02 of the Plan, or by written agreement
         assumes the obligations under the Plan.

(r)      "ENTRY DATE" means [JANUARY 1ST OR JULY 1ST] coinciding with or next
         following the date the Employee satisfies the requirements for
         participation under Section 3.01 of the Plan.

(s)      "ERISA" means the Employee Retirement Income Security Act of 1974, as
         amended.

(t)      "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

(u)      "FINANCED SHARES" means shares of Company Stock acquired by the Trustee
         with the proceeds of an Acquisition Loan, which shall constitute
         "qualifying employer securities" under Section 409(l) of the Code and
         any shares of Company Stock received upon conversion or exchange of
         such shares.

(v)      "HIGHLY COMPENSATED EMPLOYEE" means an Employee who, for a particular
         Plan Year, satisfies one of the following conditions:

         (i)      was a "5-percent owner" (as defined in Section 414(q)(2) of
                  the Code) during the year or the preceding year, or

         (ii)     for the preceding year, had "compensation" (as defined in
                  Section 414(q)(4) of the Code) from the Bank and its
                  Affiliates exceeding $90,000 (as periodically adjusted
                  pursuant to Section 414(q)(1) of the Code).

                                       4
<PAGE>

(w)      "HOURS OF SERVICE" means:

         (i)      Each hour for which an Employee is paid, or entitled to
                  payment, for performing duties for the Employer during the
                  applicable computation period.

         (ii)     Each hour for which an Employee is paid, or entitled to
                  payment, for a period during which no duties are performed
                  (irrespective of whether the employment relationship has
                  terminated) due to vacation, holiday, illness, incapacity
                  (including disability), layoff, jury duty, military duty or
                  leave of absence. Notwithstanding the preceding sentence, no
                  credit shall be given to the Employee for:

                  (A)      more than 501 hours under this clause (ii) because of
                           any single continuous period in which the Employee
                           performs no duties (whether or not such period occurs
                           in a single computation period);

                  (B)      an hour for which the Employee is directly or
                           indirectly paid, or entitled to payment, because of a
                           period in which no duties are performed if such
                           payment is made or due under a plan maintained solely
                           for the purpose of complying with applicable worker's
                           or workmen's compensation, unemployment, or
                           disability insurance laws; or

                  (C)      an hour or a payment which solely reimburses the
                           Employee for medical or medically-related expenses
                           incurred by the Employee.

         (iii)    Each hour for which back pay, irrespective of mitigation of
                  damages, is either awarded or agreed to by the Employer;
                  provided, however, that hours credited under either clause (i)
                  or (ii) above shall not also be credited under this clause
                  (iii). Crediting of hours for back pay awarded or agreed to
                  with respect to periods described in clause (ii) above will be
                  subject to the limitations set forth in that clause.

The crediting of Hours of Service shall be determined by the Committee in
accordance with the rules set forth in Section 2530.200b-2 of the regulations
prescribed by the Department of Labor, which rules shall be consistently applied
with respect to all Employees within the same job classification. If an Employer
finds it impracticable to count actual Hours of Service for any class or group
of non-hourly Employees, each Employee in that class or group shall be credited
with 45 Hours of Service for each weekly period in which he has at least one
Hour of Service. However, an Employee shall be credited with Hours of Service
only for his normal working hours during a paid absence. Hours of Service shall
be credited for employment with an Affiliate.

For purposes of determining whether an Employee has incurred a One Year Break in
Service and for vesting and participation purposes, if an Employee begins a
maternity/paternity leave of absence described in Section 411(a)(6)(E)(i) of the
Code, his Hours of Service shall include the

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Hours of Service that would have been credited to him if he had not been so
absent (or 45 Hours of Service for each week of such absence if the actual Hours
of Service cannot be determined). An Employee shall be credited for such Hours
of Service (up to a maximum of 501 Hours of Service) in the Plan Year in which
his absence begins (if such crediting will prevent him from incurring a One Year
Break in Service in such Plan Year) or, in all other cases, in the following
Plan Year. An absence from employment for maternity or paternity reasons means
an absence:

         (i)      by reason of pregnancy of the Employee,

         (ii)     by reason of the birth of a child of the Employee,

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

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

(x)      "LATER RETIREMENT DATE" means the first day of the month coincident
         with or next following a Participant's date of actual retirement which
         occurs after his Normal Retirement Date.

(y)      "LOAN SUSPENSE ACCOUNT" means that portion of the Trust Fund consisting
         of Company Stock acquired with an Acquisition Loan which has not yet
         been allocated to the Participants' Accounts.

(z)      "NORMAL RETIREMENT AGE" means the later of a Participant's [ATTAINMENT
         OF AGE 65 OR THE FIFTH (5TH) ANNIVERSARY OF THE FIRST DAY OF THE PLAN
         YEAR IN WHICH THE PARTICIPANT COMMENCED PARTICIPATION IN THE PLAN.]

(aa)     "NORMAL RETIREMENT DATE" means the first day of the month coincident
         with or next following the Participant's attainment of Normal
         Retirement Age.

(bb)     "ONE YEAR BREAK IN SERVICE" means a twelve (12) consecutive month
         period during which the Participant does not complete more than 500
         Hours of Service.

(cc)     "OTHER INVESTMENTS ACCOUNT" means the account established and
         maintained in the name of each Participant or Beneficiary to reflect
         his share of the Trust Fund, other than Company Stock.

(dd)     "PARTICIPANT" means any Eligible Employee who has become a Participant
         in accordance with Section 3.01 of the Plan or any other person with an
         Account balance under the Plan.

(ee)     "PLAN" means this Naugatuck Valley Savings and Loan Employee Stock
         Ownership Plan, as amended from time to time.

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(ff)     "PLAN YEAR" means the calendar year.

(gg)     "RECOGNIZED ABSENCE" means a period for which:

         (i)      an Employer grants an Employee a leave of absence for a
                  limited period of time, but only if an Employer grants such
                  leaves of absence on a nondiscriminatory basis to all Eligible
                  Employees; or

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

         (iii)    an Employee is on active military duty, but only to the extent
                  that his employment rights are protected by the Military
                  Selective Service Act of 1967 and the Uniformed Services
                  Employment and Reemployment Rights Act of 1994.

(hh)     "RETIREMENT DATE" means a Participant's Normal or Later Retirement
         Date, whichever is applicable.

(ii)     "SERVICE" means employment with the Bank or an Affiliate.

(jj)     "TERMINATION OF SERVICE" means the earlier of (a) the date on which an
         Employee's Service is terminated by reason of his resignation,
         retirement, discharge, death or Disability or (b) the first anniversary
         of the date on which such Employee's service is terminated for
         disability of a short-term nature or any other reason. Service in the
         Armed Forces of the United States shall not constitute a Termination of
         Service but shall be considered to be a period of employment by the
         Employer provided (i) such military service is caused by war or other
         emergency or the Employee is required to serve under the laws of
         conscription in time of peace, (ii) the Employee returns to employment
         with the Employer within six (6) months following discharge from such
         military service and (iii) such Employee is reemployed by the Employer
         at a time when the Employee had a right to reemployment at his former
         position or substantially similar position upon separation from such
         military duty in accordance with seniority rights as protected under
         the laws of the United States. A leave of absence granted to an
         Employee by the Employer shall not constitute a Termination of Service
         provided that the Participant returns to the active service of the
         Employer at the expiration of any such period for which leave has been
         granted. Notwithstanding the foregoing, an Employee who is absent from
         service with the Employer beyond the first anniversary of the first
         date of his absence for maternity or paternity reasons set forth in
         Section 2.01 of the Plan shall incur a Termination of Service for
         purposes of the Plan on the second anniversary of the date of such
         absence.

(kk)     "TREASURY REGULATIONS" mean the regulations promulgated by the
         Department of the Treasury under the Code.

(ll)     "TRUST" means the Naugatuck Valley Savings and Loan Employee Stock
         Ownership Plan Trust created in connection with the establishment of
         the Plan.

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(mm)     "TRUST AGREEMENT" means the trust agreement establishing the Trust.

(nn)     "TRUST FUND" means the assets held in the Trust for the benefit of
         Participants and their Beneficiaries.

(oo)     "TRUSTEE" means the trustee or trustees from time to time in office
         under the Trust Agreement.

(pp)     "VALUATION DATE" means the last day of the Plan Year and each other
         date as of which the Committee shall determine the investment
         experience of the Trust Fund and adjust Participants' Accounts
         accordingly.

(qq)     "VALUATION PERIOD" means the period following a Valuation Date and
         ending with the next Valuation Date.

(rr)     "YEAR OF SERVICE" shall mean a Plan Year in which an Employee is
         credited with at least [1,000 HOURS OF SERVICE.]

                                    SECTION 3
                          ELIGIBILITY AND PARTICIPATION

SECTION 3.01 PARTICIPATION.

(a)      All Eligible Employees who [PARTICIPATE IN THE BANK'S 401(k) PLAN ON
         THE DATE THE COMPANY FIRST ISSUES COMMON STOCK PURSUANT TO ITS
         REORGANIZATION FROM A MUTUAL SAVINGS AND LOAN ASSOCIATION TO A MUTUAL
         HOLDING COMPANY (THE "REORGANIZATION DATE") SHALL ENTER THE PLAN AND
         BECOME PARTICIPANTS ON THE EARLIER OF THE EFFECTIVE DATE OR THE DATE ON
         WHICH THE ELIGIBLE EMPLOYEE FIRST PERFORMED AN HOUR OF SERVICE FOR AN
         EMPLOYER.]

 (b)     An Eligible Employee who is first employed by an Employer after the
         Reorganization Date shall become a Participant in the Plan upon
         satisfying the following requirements:

         [(i)     THE ELIGIBLE EMPLOYEE IS AT LEAST 21 YEARS OF AGE; AND

         (ii)     THE ELIGIBLE EMPLOYEE HAS BEEN EMPLOYED BY THE EMPLOYER FOR
                  SIX MONTHS.]

(c)      An Eligible Employee who has satisfied the eligibility requirements of
         Section 3.01(b) shall enter the Plan and become a Participant on the
         earlier of the Effective Date or the Entry Date coincident with or next
         following the date he satisfies such requirements.

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SECTION 3.02 CERTAIN EMPLOYEES INELIGIBLE.

The following Employees are ineligible to participate in the Plan:

(a)      Employees covered by a collective bargaining agreement between the
         Employer and the Employee's collective bargaining representative if:

         (i)      retirement benefits have been the subject of good faith
                  bargaining between the Employer and the representative, and

         (ii)     the collective bargaining agreement does not expressly provide
                  that Employees of such unit be covered under the Plan;

(b)      Employees who are nonresident aliens and who receive no earned income
         from an Employer which constitutes income from sources within the
         United States; and

(c)      Employees of an Affiliate of the Bank that has not adopted the Plan
         pursuant to Sections 12.01 or 12.02 of the Plan.

SECTION 3.03 TRANSFER TO AND FROM ELIGIBLE EMPLOYMENT.

(a)      If an Employee ineligible to participate in the Plan by reason of
         Section 3.02 of the Plan transfers to employment as an Eligible
         Employee, he shall enter the Plan as of the later of:

         (i)      the first Entry Date after the date of transfer, or

         (ii)     the first Entry Date on which he could have become a
                  Participant pursuant to Section 3.01 of the Plan.

(b)      If a Participant transfers to an employment position that makes him
         ineligible to participate in the Plan as of the date of such transfer,
         he shall cease active participation in the Plan as of such date and his
         transfer shall be treated for all purposes under the Plan in the same
         manner as any other termination of Service.

SECTION 3.04 PARTICIPATION AFTER REEMPLOYMENT.

(a)      If an Employee incurs a One Year Break in Service prior to satisfying
         the eligibility requirements of Section 3.01 of the Plan, Service prior
         to such One Year Break in Service shall be disregarded and the Employee
         must satisfy the eligibility requirements of Section 3.01 as a new
         Employee.

(b)      If an Employee incurs a One Year Break in Service after satisfying the
         eligibility requirements of Section 3.01 of the Plan and again performs
         an Hour of Service, the Employee shall receive credit for Service prior
         to his One Year Break in Service and

                                       9
<PAGE>

         shall be eligible to participate in the Plan immediately upon
         reemployment, provided the Employee is not excluded from participation
         under the provisions of Section 3.02 of the Plan.

SECTION 3.05 PARTICIPATION NOT GUARANTEE OF EMPLOYMENT.

Participation in the Plan does not constitute a guarantee or contract of
employment and will not give any Employee the right to be retained in the employ
of the Bank or any of its Affiliates nor any right or claim to any benefit under
the terms of the Plan unless such right or claim has specifically accrued under
the Plan.

                                    SECTION 4
                                  CONTRIBUTIONS

SECTION 4.01 EMPLOYER CONTRIBUTIONS.

(a)      DISCRETIONARY CONTRIBUTIONS. Each Plan Year, each Employer, in its
         discretion, may make a contribution to the Trust. Each Employer making
         a contribution for any Plan Year under this Section 4.01(a) will
         contribute to the Trustee cash equal to, or Company Stock or other
         property having an aggregate fair market value equal to, such amount as
         the Board of Directors of the Employer shall determine by resolution.
         Notwithstanding the Employer's discretion with respect to the medium of
         contribution, an Employer shall not make a contribution in any medium
         which would make such contribution a prohibited transaction (for which
         no exemption is provided) under Section 406 of ERISA or Section 4975 of
         the Code.

(b)      EMPLOYER CONTRIBUTIONS FOR ACQUISITION LOANS. Each Plan Year, the
         Employers shall, subject to any regulatory prohibitions, contribute an
         amount of cash sufficient to enable the Trustee to discharge any
         indebtedness incurred with respect to an Acquisition Loan pursuant to
         the terms of the Acquisition Loan. The Employers' obligation to make
         contributions under this Section 4.01(b) shall be reduced to the extent
         of any investment earnings attributable to such contributions and any
         cash dividends paid with respect to Company Stock held by the Trustee
         in the Loan Suspense Account. If there is more than one Acquisition
         Loan, the Employers shall designate the one to which any contribution
         pursuant to this Section 4.01(b) is to be applied.

SECTION 4.02 LIMITATIONS ON CONTRIBUTIONS.

In no event shall an Employer's contribution(s) made under Section 4.01 of the
Plan for any Plan Year exceed the lesser of:

(a)      The maximum amount deductible under Section 404 of the Code by that
         Employer as an expense for Federal income tax purposes; and

(b)      The maximum amount which can be credited for that Plan Year in
         accordance with the allocation limitation provisions of Section 5.05 of
         the Plan.

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<PAGE>

SECTION 4.03 ACQUISITION LOANS.

The Trustee may incur Acquisition Loans from time to time to finance the
acquisition of Company Stock for the Trust or to repay a prior Acquisition Loan.
An Acquisition Loan shall be for a specific term, shall bear a reasonable rate
of interest, shall not be payable in demand, except in the event of default, and
shall be primarily for the benefit of Participants and Beneficiaries of the
Plan. An Acquisition Loan may be secured by a collateral pledge of the Financed
Shares so acquired and any other Plan assets which are permissible securities
within the provisions of Section 54.4975-7(b) of the Treasury Regulations. No
other assets of the Plan or Trust may be pledged as collateral for an
Acquisition Loan, and no lender shall have recourse against any other Trust
assets. Any pledge of Financed Shares must provide for the release of shares so
pledged on a basis equal to the principal and interest (or if the requirements
of Section 54.4975-7(b)(8)(ii) of the Treasury Regulations are met and the
Employer so elects, principal payments only), paid by the Trustee on the
Acquisition Loan. The released Financed Shares shall be allocated to
Participants' Accounts in accordance with the provisions of Sections 5.04 or
5.08 of the Plan, whichever is applicable. Payment of principal and interest on
any Acquisition Loan shall be made by the Trustee only from the Employer
contributions paid in cash to enable the Trustee to repay such loan in
accordance with Section 4.01(b) of the Plan, from earnings attributable to such
contributions, and any cash dividends received by the Trustee on Financed Shares
acquired with the proceeds of the Acquisition Loan (including contributions,
earnings and dividends received during or prior to the year of repayment less
such payments in prior years), whether or not allocated. Financed Shares shall
initially be credited to the Loan Suspense Account and shall be transferred for
allocation to the Company Stock Accounts of Participants only as payments of
principal and interest (or, if the requirements of Section 54.4975-7(b)(8)(ii)
of the Treasury Regulations are met and the Employer so elects, principal
payments only), on the Acquisition Loan are made by the Trustee. The number of
Financed Shares to be released from the Loan Suspense Account for allocation to
Participants' Company Stock Account for each Plan Year shall be based on the
ratio that the payments of principal and interest (or, if the requirements of
Section 54.4975-7(b)(8)(ii) of the Treasury Regulations are met and the Employer
so elects, principal payments only), on the Acquisition Loan for that Plan Year
bears to the sum of the payments of principal and interest on the Acquisition
Loan for that Plan Year plus the total remaining payment of principal and
interest projected (or, if the requirements of Section 54.4975-7(b)(8)(ii) of
the Treasury Regulations are met and the Employer so elects, principal payments
only), on the Acquisition Loan over the duration of the Acquisition Loan
repayment period, subject to the provisions of Section 5.05 of the Plan.

SECTION 4.04 CONDITIONS AS TO CONTRIBUTIONS.

In addition to the provisions of Section 12.03 of the Plan for the return of an
Employer's contributions in connection with a failure of the Plan to qualify
initially under the Code, any amount contributed by an Employer due to a good
faith mistake of fact, or based upon a good faith but erroneous determination of
its deductibility under Section 404 of the Code, shall be returned to the
Employer within one year after the date on which the Employer originally made
such contribution, or within one year after its nondeductibility has been
finally determined. However, the amount to be returned shall be reduced to take
account of any adverse investment

                                       11
<PAGE>

experience within the Trust in order that the balance credited to each
Participant Account is not less than it would have been if the contribution had
never been made by the Employer.

SECTION 4.05 EMPLOYEE CONTRIBUTIONS.

Employee contributions are neither required nor permitted under the Plan.

SECTION 4.06 ROLLOVER CONTRIBUTIONS.

Rollover contributions to the Plan of assets from other tax-qualified retirement
plans are not permitted under the Plan.

SECTION 4.07 TRUSTEE-TO-TRUSTEE TRANSFERS.

Trustee-to-trustee transfers of assets from other tax-qualified retirement plans
are not permitted under the Plan.

                                    SECTION 5
                                 PLAN ACCOUNTING

SECTION 5.01 ACCOUNTING FOR ALLOCATIONS.

The Committee shall establish the Accounts (and sub-accounts, if deemed
necessary) for each Participant, and the accounting procedures for the purpose
of making allocations to Participants' Accounts as provided for in this Section
5. The Committee shall maintain adequate records of the cost basis of shares of
Company Stock allocated to each Participant's Company Stock Account. The
Committee also shall keep separate records of Financed Shares attributable to
each Acquisition Loan and of contributions made by the Employers (and any
earnings thereon) made for the purpose of enabling the Trustee to repay any
Acquisition Loan. From time to time, the Committee may modify its accounting
procedures for the purpose of achieving equitable and nondiscriminatory
allocations among the Accounts of Participants, in accordance with the
provisions of this Section 5 and the applicable requirements of the Code and
ERISA. In accordance with Section 9 of the Plan, the Committee may delegate the
responsibility for maintaining Accounts and records.

SECTION 5.02 MAINTENANCE OF PARTICIPANTS' COMPANY STOCK ACCOUNTS.

As of each Valuation Date, the Committee shall adjust the Company Stock Account
of each Participant to reflect activity during the Valuation Period as follows:

(a)      First, charge to each Participant's Company Stock Account all
         distributions and payments made to the Participant that have not been
         previously charged;

(b)      Next, credit to each Participant's Company Stock Account the shares of
         Company Stock, if any, that have been purchased with amounts from the
         Participant's Other Investments

                                       12
<PAGE>

         Account, and adjust such Other Investments Account in accordance with
         the provisions of Section 5.03 of the Plan;

(c)      Next, credit to each Participant's Company Stock Account the shares of
         Company Stock representing contributions made by the Employers in the
         form of Company Stock and the number of Financed Shares released from
         the Loan Suspense Account under Section 4.03 of the Plan that are to be
         allocated and credited as of that date in accordance with the
         provisions of Section 5.04 of the Plan; and

(d)      Finally, credit to each Participant's Company Stock Account the shares
         of Company Stock released from the Loan Suspense Account that are to be
         allocated in accordance with the provisions of Section 5.09 of the
         Plan.

SECTION 5.03 MAINTENANCE OF PARTICIPANTS' OTHER INVESTMENTS ACCOUNTS.

Except as otherwise provided for under Section 5.08 of the Plan, as of each
Valuation Date, the Committee shall adjust the Other Investments Account of each
Participant to reflect activity during the Valuation Period as follows:

(a)      First, charge to each Participant's Other Investments Account all
         distributions and payments made to the Participant that have not
         previously been charged;

(b)      Next, if Company Stock is purchased with assets from a Participant's
         Other Investments Account, charge the Participant's Other Investments
         Account accordingly;

(c)      Next, subject to the dividend provisions of Section 5.09 of the Plan,
         credit to the Other Investments Account of each Participant any cash
         dividends paid to the Trustee on shares of Company Stock held in that
         Participant's Company Stock Account (as of the record date for such
         cash dividends) and dividends paid on shares of Company Stock held in
         the Loan Suspense Account that have not been used to repay any
         Acquisition Loan. Subject to the provisions of Section 5.09 of the
         Plan, cash dividends that have not been used to repay any Acquisition
         Loan and have been credited to a Participant's Other Investments
         Account shall be applied by the Trustee to purchase shares of Company
         Stock, which shares shall then be credited to the Company Stock Account
         of such Participant. The Participant's Other Investments Account shall
         then be charged by the amount of cash used to purchase such Company
         Stock. In addition, any earnings on:

         (i)      Participants' Other Investments Accounts will be allocated to
                  Accounts, pro rata, based on Participants' Other Investments
                  Account balances as of the first day of the Valuation Period,
                  and

         (ii)     the Loan Suspense Account, other than dividends used to repay
                  the Acquisition Loan, will be allocated to Participants' Other
                  Investments Accounts, pro rata, based on their Other
                  Investments Account balances as of the first day of the
                  Valuation Period;

                                       13
<PAGE>

(d)      Next, allocate and credit the Employer contributions made pursuant to
         Section 4.01(b) of the Plan for the purpose of repaying any Acquisition
         Loan, in accordance with Section 5.04 of the Plan. Such amount shall
         then be used to repay any Acquisition Loan and such Participant's Other
         Investments Account shall be charged accordingly; and

(e)      Finally, allocate and credit the Employer contributions (other than
         amounts contributed to repay an Acquisition Loan) that are made in cash
         (or property other than Company Stock) for the Plan Year to the Other
         Investments Account of each Participant in accordance with Section 5.04
         of the Plan.

SECTION 5.04 ALLOCATION AND CREDITING OF EMPLOYER CONTRIBUTIONS.

(a)      Except as otherwise provided for in Sections 5.08 and 5.09 of the Plan,
         as of the Valuation Date for each Plan Year:

         (i)      Company Stock released from the Loan Suspense Account for that
                  year and shares of Company Stock contributed directly to the
                  Plan shall be allocated and credited to each Active
                  Participant's (as defined in paragraph (b) of this Section
                  5.04) Company Stock Account based on the ratio that each
                  Active Participant's Compensation bears to the aggregate
                  Compensation of all Active Participants for the Plan Year, and
                  then

         (ii)     The cash contributions not used to repay an Acquisition Loan
                  and any other property contributed for that year shall be
                  allocated and credited to each Active Participant's Other
                  Investments Account based on the ratio determined by comparing
                  each Active Participant's Compensation while a Participant to
                  the aggregate Compensation of all Active Participants for the
                  Plan Year.

(b)      For purposes of this Section 5.04, the term "Active Participant" means
         those Eligible Employees who:

         (i)      are employed on the last day of the Plan Year [AND HAVE
                  COMPLETED 1,000 HOURS OF SERVICE DURING THE PLAN YEAR]; or

         (ii)     terminated employment during the Plan Year by reason of death,
                  Disability, or attainment of their Normal or Later Retirement
                  Date.

SECTION 5.05 LIMITATIONS ON ALLOCATIONS.

(a)      IN GENERAL. Subject to the provisions of this Section 5.05, Section 415
         of the Code shall be incorporated by reference into the terms of the
         Plan. No allocation shall be made under Section 5.04 of the Plan that
         would result in a violation of Section 415 of the Code.

(b)      CODE SECTION 415 COMPENSATION. For purposes of this Section 5.05,
         Compensation shall be adjusted to reflect the general rule of Section
         1.415-2(d) of the Treasury Regulations.

                                       14
<PAGE>

(c)      LIMITATION YEAR. The "limitation year" (within the meaning of Section
         415 of the Code) shall be the calendar year.

(d)      MULTIPLE DEFINED CONTRIBUTION PLANS. In any case where a Participant
         also participates in another defined contribution plan of the Bank or
         its Affiliates, the appropriate committee of such other plan shall
         first reduce the after-tax contributions under any such plan, shall
         then reduce any elective deferrals under any such plan subject to
         Section 401(k) of the Code, shall then reduce all other contributions
         under any other such plan and, if necessary, shall then reduce
         contributions under this Plan.

(e)      EXCESS ALLOCATIONS. If, after applying the allocation provisions under
         Section 5.04 of the Plan, allocations under Section 5.04 of the Plan
         would otherwise result in a violation of Section 415 of the Code, the
         Committee shall allocate and reallocate employer contributions to other
         Participants in the Plan for the limitation year or, if such allocation
         and reallocation causes the limitations of Section 415 of the Code to
         be exceeded, shall hold excess amounts in an unallocated suspense
         account for allocation in a subsequent Plan Year in accordance with
         Section 1.415-6(b)(6)(i) of the Treasury Regulations. Such suspense
         account, if permitted, will be credited before any allocation of
         contributions for subsequent limitation years.

(f)      ALLOCATIONS PURSUANT TO SECTION 5.08. For purposes of this Section
         5.05, no amount credited to any Participant's Account pursuant to
         Section 5.08 of the Plan shall be counted as an "annual addition" for
         purposes of Section 415 of the Code. In the event any amount cannot be
         allocated to Affected Participants (as defined in Section 5.08 of the
         Plan) under the Plan pursuant to Section 5.08 of the Plan in the year
         of a Change in Control, the amount which may not be so allocated in the
         year of the Change in Control shall be treated in accordance with
         paragraph (e) of this Section 5.05.

SECTION 5.06 OTHER LIMITATIONS.

Aside from the limitations set forth in Section 5.05 of the Plan, in no event
shall more than one-third of the Employer contributions to the Plan be allocated
to the Accounts of Highly Compensated Employees. In order to ensure that such
allocations are not made, the Committee shall, beginning with the Participants
whose Compensation exceeds the limit then in effect under Section 401(a)(17) of
the Code, reduce the amount of Compensation of such Highly Compensated Employees
on a pro-rata basis per individual that would otherwise be taken into account
for purposes of allocating benefits under Section 5.04 of the Plan. If, in order
to satisfy this Section 5.06, any such Participant's Compensation must be
reduced to an amount that is lower than the Compensation amount of the next
highest paid (based on such Participant's Compensation) Highly Compensated
Employee (the "breakpoint amount"), then, for purposes of allocating benefits
under Section 5.04 of the Plan, the Compensation of all concerned Participants
shall be reduced to an amount not to exceed such breakpoint amount.

                                       15
<PAGE>

SECTION 5.07 LIMITATIONS AS TO CERTAIN SECTION 1042 TRANSACTIONS.

To the extent that a shareholder of Company Stock sells qualifying Company Stock
to the Plan and elects (with the consent of the Bank) nonrecognition of gain
under Section 1042 of the Code, no portion of the Company Stock purchased in
such nonrecognition transaction (or other dividends or other income attributable
thereto) may accrue or be allocated during the nonallocation period (the ten
(10) year period beginning on the later of the date of the sale of the qualified
Company Stock, or the date of the Plan allocation attributable to the final
payment of an Acquisition Loan incurred in connection with such sale) for the
benefit of:

(a)      the selling shareholder;

(b)      the spouse, brothers or sisters (whether by the whole or half blood),
         ancestors or lineal descendants of the selling shareholder or
         descendant referred to in (a) above; or

(c)      any other person who owns, after application of Section 318(a) of the
         Code, more than twenty-five percent (25%) of:

         (i)      any class of outstanding stock of the Company or any
                  Affiliate, or

         (ii)     the total value of any class of outstanding stock of the
                  Company or any Affiliate.

For purposes of this Section 5.07, Section 318(a) of the Code shall be applied
without regard to the employee trust exception of Section 318(a)(2)(B)(i) of the
Code.

SECTION 5.08 ALLOCATIONS UPON TERMINATION PRIOR TO SATISFACTION OF ACQUISITION
LOAN.

(a)      Notwithstanding any other provision of the Plan, in the event of a
         Change in Control, the Plan shall terminate as of the effective date of
         the Change in Control and, as soon as practicable thereafter, the
         Trustee shall repay in full any outstanding Acquisition Loan. In
         connection with such repayment, the Trustee shall: (i) apply cash, if
         any, received by the Plan in connection with the transaction
         constituting a Change in Control, with respect to the unallocated
         shares of Company Stock acquired with the proceeds of the Acquisition
         Loan, and (ii) to the extent additionally required to effect the
         repayment of the Acquisition Loan, obtain cash through the sale of any
         stock or security received by the Plan in connection with such
         transaction, with respect to such unallocated shares of Company Stock.
         After repayment of the Acquisition Loan, all remaining shares of
         Company Stock held in the Loan Suspense Account, all other stock or
         securities, and any cash proceeds from the sale or other disposition of
         any shares of Company Stock held in the Loan Suspense Account, shall be
         allocated among the Accounts of all Participants who were employed by
         an Employer on the date immediately preceding the effective date of the
         Change in Control. Such allocations of shares or cash proceeds shall be
         credited as earnings for purposes of Section 5.05 of the Plan and
         Section 415 of the Code, as of the effective date of the Change in
         Control, to the Account of each Participant who is either in active
         Service with an Employer, or is on a Recognized Absence, on the date
         immediately preceding the effective date of the Change of Control (each
         an "Affected

                                       16
<PAGE>

         Participant"), in proportion to the opening balances in their Company
         Stock Accounts as of the first day of the current Valuation Period. As
         of the effective date of a Change in Control, all Participant Accounts
         shall be fully vested and nonforfeitable.

(b)      In the event of a termination of the Plan in connection with a Change
         in Control, this Section 5.08 shall have no force and effect unless the
         price paid for the Company Stock in connection with a Change in Control
         is greater than the average basis of the unallocated Company Stock held
         in the Loan Suspense Account as of the date of the Change in Control.

SECTION 5.09 DIVIDENDS.

(a)      STOCK DIVIDENDS. Dividends on Company Stock which are received by the
         Trustee in the form of additional Company Stock shall be retained in
         the portion of the Trust Fund consisting of Company Stock, and shall be
         allocated among the Participants' Accounts and the Loan Suspense
         Account in accordance with their holdings of the Company Stock on which
         the dividends have been paid.

(b)      CASH DIVIDENDS ON ALLOCATED SHARES. Dividends on Company Stock credited
         to Participants' Accounts which are received by the Trustee in the form
         of cash shall, at the direction of the Bank, either:

         (i)      be credited to Participants' Accounts in accordance with
                  Section 5.03 of the Plan and invested as part of the Trust
                  Fund;

         (ii)     be distributed immediately to the Participants;

         (iii)    be distributed to the Participants within ninety (90) days of
                  the close of the Plan Year in which paid; or

         (iv)     be used to repay principal and interest on the Acquisition
                  Loan used to acquire Company Stock on which the dividends were
                  paid.

In addition to the alternatives specified in the preceding paragraph regarding
the treatment of cash dividends paid with respect to shares of Company Stock
credited to Participants' Accounts, if authorized by the Committee for the Plan
Year, a Participant may elect that cash dividends paid on Company Stock credited
to the Participant's Account shall either be:

         (i)      paid to the Plan, reinvested in Company Stock and credited to
                  the Participant's Account;

         (ii)     distributed in cash to the Participant; or

         (iii)    distributed to the Participant within ninety (90) days of the
                  close of the Plan Year in which paid.

                                       17
<PAGE>

Dividends subject to an election under this paragraph (and any Company Stock
acquired therewith pursuant to a Participant's election) shall at all times be
fully vested. To the extent the Committee authorizes dividend elections pursuant
to this paragraph, the Committee shall establish policies and procedures
relating to Participant elections and, if applicable, the reinvestment of cash
dividends in Company Stock, which are consistent with guidance issued under
Section 404(k) of the Code.

(c)      CASH DIVIDENDS ON UNALLOCATED SHARES. Dividends on Company Stock held
         in the Loan Suspense Account received by the Trustee in the form of
         cash shall be applied as soon as practicable to payments of principal
         and interest under the Acquisition Loan incurred with the purchase of
         Company Stock.

(d)      FINANCED SHARES. Financed Shares released from the Loan Suspense
         Account by reason of dividends paid with respect to Company Stock shall
         be allocated under Sections 5.03 and 5.04 of the Plan as follows:

         (i)      First, Financed Shares with a fair market value at least equal
                  to the dividends paid with respect to the Company Stock
                  allocated to Participants' Accounts shall be allocated among
                  and credited to the Accounts of such Participants, pro rata,
                  according to the number of shares of Company Stock held in
                  such accounts on the date the dividend is declared by the
                  Company; and

         (ii)     Next, any remaining Financed Shares released from the Loan
                  Suspense Account by reason of dividends paid with respect to
                  Company Stock held in the Loan Suspense Account shall be
                  allocated among and credited to the Accounts of all
                  Participants, pro rata, according to each Participant's
                  Compensation.

                                    SECTION 6
                             VESTING AND FORFEITURES

SECTION 6.01 DEFERRED VESTING IN ACCOUNTS.

(a)      [A PARTICIPANT SHALL VEST IN HIS ACCOUNTS IN ACCORDANCE WITH THE
         FOLLOWING SCHEDULE:

<TABLE>
<CAPTION>
    YEARS OF SERVICE                VESTED PERCENTAGE
    ----------------                -----------------
<S>                                 <C>
LESS THAN TWO (2) YEARS                     0%
TWO (2) YEARS                              20%
THREE (3) YEARS                            40%
FOUR (4) YEARS                             60%
FIVE (5) YEARS                             80%
SIX (6) YEARS                             100%]
</TABLE>

(b)      For purposes of determining a Participant's Years of Service under this
         Section 6.01, a Participant must be credited employment with the Bank
         or an Affiliate shall be deemed employment with the Employer. For
         purposes of determining a Participant's vested

                                       18
<PAGE>

         percentage in his Accounts, [ALL YEARS OF SERVICE SHALL BE INCLUDED,
         BEGINNING WITH THE EMPLOYEE'S INITIAL SERVICE WITH THE EMPLOYER.]

SECTION 6.02 IMMEDIATE VESTING IN CERTAIN SITUATIONS.

(a)      Notwithstanding Section 6.01(a) of the Plan, a Participant shall become
         fully vested in his Accounts upon the earlier of:

         (i)      termination of the Plan or upon the permanent and complete
                  discontinuance of contributions by the Employer to the Plan;
                  provided, however, that in the event of a partial termination
                  of the Plan, the interest of each Participant shall fully vest
                  only with respect to that part of the Plan which is
                  terminated;

         (ii)     Termination of Service on or after the Participant's Normal or
                  Later Retirement Date;

         (iii)    a Change in Control; or

         (iv)     Termination of Service by reason of death or Disability.

SECTION 6.03 TREATMENT OF FORFEITURES.

(a)      If a Participant who is not fully vested in his Accounts terminates
         employment, that portion of his Accounts in which he is not vested
         shall be forfeited upon the earlier of:

         (i)      the date the Participant receives a distribution of his entire
                  vested benefits under the Plan, or

         (ii)     the date at which the Participant incurs five (5) consecutive
                  One Year Breaks in Service.

(b)      If a Participant who has terminated employment and has received a
         distribution of his entire vested benefits under the Plan is
         subsequently reemployed by an Employer prior to incurring five (5)
         consecutive One Year Breaks in Service, he shall have the portion of
         his Accounts which was previously forfeited restored to his Accounts,
         provided he repays to the Trustee within five (5) years of his
         subsequent employment date an amount equal to the previous
         distribution. The amount restored to the Participant's Account shall be
         credited to his Account as of the last day of the Plan Year in which
         the Participant repays the distributed amount to the Trustee and the
         restored amount shall come from other Employees' forfeitures and, if
         such forfeitures are insufficient, from a special contribution by the
         Employer for that year. If a Participant's employment terminates prior
         to his Account having become vested, such Participant shall be deemed
         to have received a distribution of his entire vested interest as of the
         Valuation Date next following his termination of employment.

                                       19
<PAGE>

(c)      If a Participant who has terminated employment but has not received a
         distribution of his entire vested benefits under the Plan is
         subsequently reemployed by an Employer subsequent to incurring five (5)
         consecutive One Year Breaks in Service, any undistributed balance of
         his Accounts from his prior participation which was not forfeited shall
         be maintained as a fully vested subaccount within his Account.

(d)      If a portion of a Participant's Account is forfeited, assets other than
         Company Stock must be forfeited before any Company Stock may be
         forfeited.

(e)      Forfeitures shall be reallocated among the other Participants in the
         Plan.

SECTION 6.04 ACCOUNTING FOR FORFEITURES.

A forfeiture shall be charged to the Participant's Account as of the first day
of the first Valuation Period in which the forfeiture becomes certain pursuant
to Section 6.03 of the Plan. Except as otherwise provided in Section 6.03 of the
Plan, a forfeiture shall be added to the contributions of the terminated
Participant's Employer which are to be credited to other Participants pursuant
to Section 5 as of the last day of the Plan Year in which the forfeiture becomes
certain.

SECTION 6.05 VESTING UPON REEMPLOYMENT.

If a Participant incurs a One Year Break in Service and again performs an Hour
of Service, such Participant shall receive credit, for purposes of Section 6.01
of the Plan, for his Years of Service prior to his One Year Break in Service.

                                    SECTION 7
                                  DISTRIBUTIONS

SECTION 7.01 DISTRIBUTION OF BENEFIT UPON A TERMINATION OF EMPLOYMENT.

(a)      A Participant whose employment terminates for any reason shall receive
         the entire vested portion of his Accounts in a single payment on a date
         selected by the Committee; provided, however, that such date shall be
         on or before the 60th day after the end of the Plan Year in which the
         Participant's employment terminated. The benefits from that portion of
         the Participant's Other Investments Account shall be calculated on the
         basis of the most recent Valuation Date before the date of payment.
         Subject to the provisions of Section 7.05 of the Plan, if the Committee
         so provides, a Participant may elect that his benefits be distributed
         to him in the form of either Company Stock, cash, or some combination
         thereof.

(b)      Notwithstanding paragraph (a) of this Section 7.01, if the balance
         credited to a Participant's Accounts exceeds, at the time such benefit
         was distributable, $5,000, his benefits shall not be paid before the
         latest of his 65th birthday or the tenth anniversary of the year in
         which he commenced participation in the Plan, unless he elects an early
         payment date in a written election filed with the Committee. Such an
         election is not valid unless it is made after the Participant has
         received the required notice under Section

                                       20
<PAGE>

         1.411(a)-11(c) of the Treasury Regulations that provides a general
         description of the material features of a lump sum distribution and the
         Participant's right to defer receipt of his benefits under the Plan.
         The notice shall be provided no less than 30 days and no more than 90
         days before the first day on which all events have occurred which
         entitle the Participant to such benefit. Written consent of the
         Participant to the distribution generally may not be made within 30
         days of the date the Participant receives the notice and shall not be
         made more than 90 days from the date the Participant receives the
         notice. However, a distribution may be made less than 30 days after the
         notice provided under Section 1.411(a)-11(c) of the Treasury
         Regulations is given, if:

         (i)      the Committee clearly informs the Participant that he has a
                  right to a period of at least 30 days after receiving the
                  notice to consider the decision of whether or not to elect a
                  distribution (and if applicable, a particular distribution
                  option), and

         (ii)     the Participant, after receiving the notice, affirmatively
                  elects a distribution.

A Participant may modify such an election at any time, provided any new benefit
payment date is at least 30 days after a modified election is delivered to the
Committee.

SECTION 7.02 MINIMUM DISTRIBUTION REQUIREMENTS.

With respect to all Participants, other than those who are "5% owners" (as
defined in Section 416 of the Code), benefits shall be paid on the required
beginning date which is no later than the April 1st of the later of:

         (i)      the calendar year following the calendar year in which the
                  Participant attains age 70-1/2, or

         (ii)     the calendar year in which the Participant retires.

With respect to all Participants who are 5% owners within the meaning of Section
416 of the Code, such Participants' benefits shall be paid no later than the
April 1st of the calendar year following the calendar year in which the
Participant attains age 70-1/2.

SECTION 7.03 BENEFITS ON A PARTICIPANT'S DEATH.

(a)      If a Participant dies before his benefits are paid pursuant to Section
         7.01 of the Plan, the balance credited to his Accounts shall be paid to
         his Beneficiary in a single distribution on or before the 60th day
         after the end of the Plan Year in which the Participant died. If the
         Participant has not named a Beneficiary or his named Beneficiary should
         not survive him, then the balance in his Accounts shall be paid to his
         estate. The benefits from that portion of the Participant's Other
         Investments Account shall be calculated on the basis of the most recent
         Valuation Date before the date of payment.

(b)      If a married Participant dies before his benefit payments begin, then,
         unless he has specifically elected otherwise, the Committee shall cause
         the balance in his Accounts to

                                       21
<PAGE>

         be paid to his spouse, as Beneficiary. A married Participant may name
         an individual other than his spouse as Beneficiary provided that such
         election is accompanied by the spouse's written consent which must:

         (i)      acknowledge the effect of the election;

         (ii)     explicitly provide either that the designated Beneficiary may
                  not subsequently be changed by the Participant without the
                  spouse's further consent or that it may be changed without
                  such consent; and

         (iii)    must be witnessed by the Committee, its representative, or a
                  notary public.

This requirement shall not apply if the Participant establishes to the
Committee's satisfaction that the spouse may not be located.

(c)      The Committee shall, from time to time, take whatever steps it deems
         appropriate to keep informed of each Participant's marital status. Each
         Employer shall provide the Committee with the most reliable information
         in the Employer's possession regarding its Participants' marital
         status, and the Committee may, in its discretion, require a notarized
         affidavit from any Participant as to his marital status. The Committee,
         the Plan, the Trustee, and the Employers shall be fully protected and
         discharged from any liability to the extent of any benefit payments
         made as a result of the Committee's good faith and reasonable reliance
         upon information obtained from a Participant as to the Participant's
         marital status.

SECTION 7.04 DELAY IN BENEFIT DETERMINATION.

If the Committee is unable to determine the benefits payable to a Participant or
Beneficiary on or before the latest date prescribed for payment pursuant to this
Section 7, the benefits shall in any event be paid within 60 days after they can
first be determined.

SECTION 7.05 OPTIONS TO RECEIVE AND SELL COMPANY STOCK.

(a)      Unless ownership of virtually all Company Stock is restricted to active
         Employees and qualified retirement plans for the benefit of Employees
         pursuant to the certificates of incorporation or by-laws of the
         Employers issuing Company Stock, a terminated Participant or the
         Beneficiary of a deceased Participant may instruct the Committee to
         distribute the Participant's entire vested interest in his Accounts in
         the form of Company Stock. In that event, the Committee shall apply the
         Participant's vested interest in his Other Investments Account to
         purchase sufficient Company Stock to make the required distribution.

(b)      Any Participant who receives Company Stock pursuant to this Section
         7.05, and any person who has received Company Stock from the Plan or
         from such a Participant by reason of the Participant's death or
         incompetency, by reason of divorce or separation from the Participant,
         or by reason of a rollover distribution described in Section 402(c) of

                                       22
<PAGE>

         the Code, shall have the right to require the Employer which issued the
         Company Stock to purchase the Company Stock for its current fair market
         value (hereinafter referred to as the "put right"). The put right shall
         be exercisable by written notice to the Committee during the first 60
         days after the Company Stock is distributed by the Plan, and, if not
         exercised in that period, during the first 60 days in the following
         Plan Year after the Committee has communicated to the Participant its
         determination as to the Company Stock's current fair market value. If
         the put right is exercised, the Trustee may, if so directed by the
         Committee in its sole discretion, assume the Employer's rights and
         obligations with respect to purchasing the Company Stock. However, the
         put right shall not apply to the extent that the Company Stock, at the
         time the put right would otherwise be exercisable, may be sold on an
         established market in accordance with federal and state securities laws
         and regulations.

(c)      With respect to a put right, the Employer or the Trustee, as the case
         may be, may elect to pay for the Company Stock in equal periodic
         installments, not less frequently than annually, over a period not
         longer than five (5) years from the 30th day after the put right is
         exercised pursuant to paragraph (b) of this Section 7.05, with adequate
         security and interest at a reasonable rate on the unpaid balance, all
         such terms to be set forth in a promissory note delivered to the seller
         with normal terms as to acceleration upon any uncured default.

(d)      Nothing contained in this Section 7.05 shall be deemed to obligate any
         Employer to register any Company Stock under any federal or state
         securities law or to create or maintain a public market to facilitate
         the transfer or disposition of any Company Stock. The put right
         described in this Section 7.05 may only be exercised by a person
         described in paragraph (b) of this Section 7.05, and may not be
         transferred with any Company Stock to any other person. As to all
         Company Stock purchased by the Plan in exchange for any Acquisition
         Loan, the put right must be nonterminable. The put right for Company
         Stock acquired through an Acquisition Loan shall continue with respect
         to such Company Stock after the Acquisition Loan is repaid or the Plan
         ceases to be an employee stock ownership plan. Except as provided
         above, in accordance with the provisions of Sections 54.4975-7(b)(4) of
         the Treasury Regulations, no Company Stock acquired with the proceeds
         of an Acquisition Loan may be subject to any put, call or other option
         or buy-sell or similar arrangement while held by, and when distributed
         from, the Plan, whether or not the Plan is then an employee stock
         ownership plan.

SECTION 7.06 RESTRICTIONS ON DISPOSITION OF COMPANY STOCK.

Except in the case of Company Stock which is traded on an established market, a
Participant who receives Company Stock pursuant to this Section 7, and any
person who has received Company Stock from the Plan or from such a Participant
by reason of the Participant's death or incompetency, divorce or separation from
the Participant, or a rollover distribution described in Section 402(c) of the
Code, shall, prior to any sale or other transfer of the Company Stock to any
other person, first offer the Company Stock to the issuing Employer and to the
Plan at its current fair market value. This restriction shall apply to any
transfer, whether voluntary, involuntary, or by operation of law, and whether
for consideration or gratuitous. Either the Employer or the

                                       23
<PAGE>

Trustee may accept the offer within 14 days after it is delivered. Any Company
Stock distributed by the Plan shall bear a conspicuous legend describing the
right of first refusal under this Section 7.06, as applicable, as well as any
other restrictions upon the transfer of the Company Stock imposed by federal and
state securities laws and regulations.

SECTION 7.07 DIRECT TRANSFER OF ELIGIBLE PLAN DISTRIBUTIONS.

(a)      Notwithstanding any provision of the Plan to the contrary that would
         otherwise limit a distributee's election under this Section, a
         distributee (as defined below) may elect to have any portion of an
         eligible rollover distribution (as defined below) paid directly to an
         eligible retirement plan (as defined below) specified by the
         distributee in a direct rollover (as defined below). A "distributee"
         includes a Participant or former Participant. In addition, the
         Participant's or former Participant's surviving spouse and the
         Participant's or former Participant's spouse or former spouse who is
         the 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. For purposes of this
         Section 7.07 a "direct rollover" is a payment by the Plan to the
         eligible retirement plan specified by the distributee.

(b)      To effect such a direct transfer, the distributee must notify the
         Committee that a direct rollover is desired and provide to the
         Committee sufficient information regarding the eligible retirement plan
         to which the payment is to be made. Such notice shall be made in such
         form and at such time as the Committee may prescribe. Upon receipt of
         such notice, the Committee shall direct the Trustee to make a
         trustee-to-trustee transfer of the eligible rollover distribution to
         the eligible retirement plan so specified.

(c)      For purposes of this Section 7.07, an "eligible rollover distribution"
         shall have the meaning set forth in Section 402(c)(4) of the Code and
         any Treasury Regulations promulgated thereunder. To the extent such
         meaning is not inconsistent with the above references, an eligible
         rollover distribution shall mean any distribution of all or any portion
         of the Participant's Account, except that such term shall not include
         any distribution which is one of a series of substantially equal
         periodic payments (not less frequently than annually) made (i) for the
         life (or life expectancy) of the Participant or the joint lives (or
         joint life expectancies) of the Participant and a designated
         Beneficiary, or (ii) for a period of ten years or more. Further, the
         term "eligible rollover distribution" shall not include any
         distribution required to be made under Section 401(a)(9) of the Code
         or, the portion of any distribution that is not includible in gross
         income (determined without regard to the exclusions for net unrealized
         appreciation with respect to Company Stock). To the extent applicable
         under the Plan, "eligible rollover distributions" shall also not
         include any hardship distribution described in Section
         401(k)(2)(B)(i)(IV) of the Code.

(d)      For purposes of this Section 7.07, an "eligible retirement plan" shall
         have the meaning set forth in Section 402(c)(8) of the Code and any
         Treasury Regulations promulgated thereunder. To the extent such meaning
         is not consistent with the above references, an eligible retirement
         plan shall mean: (i) an individual retirement account described in

                                       24
<PAGE>

         Section 408(a) of the Code, (ii) an individual retirement annuity
         described in Section 408(b) of the Code, (iii) an annuity or annuity
         plan described in Section 403(a) or Section 403(b) of the Code, (iv) a
         qualified trust described in Section 401(a) of the Code, or (v) a
         governmental plan under Section 457 of the Code that accepts the
         distributee's eligible rollover distribution. However, in the case of
         an eligible rollover distribution to a surviving spouse, an eligible
         retirement plan means an individual retirement account or individual
         retirement annuity.

                                    SECTION 8
                    VOTING OF COMPANY STOCK AND TENDER OFFERS

SECTION 8.01 VOTING OF COMPANY STOCK.

(a)      IN GENERAL. The Trustee shall generally vote all shares of Company
         Stock held in the Trust in accordance with the provisions of this
         Section 8.01.

(b)      ALLOCATED SHARES. Shares of Company Stock which have been allocated to
         Participants' Accounts shall be voted by the Trustee in accordance with
         the Participants' written instructions.

(c)      UNINSTRUCTED AND UNALLOCATED SHARES. Shares of Company Stock which have
         been allocated to Participants' Accounts but for which no written
         instructions have been received by the Trustee regarding voting shall
         be voted by the Trustee in a manner calculated to most accurately
         reflect the instructions the Trustee has received from Participants
         regarding voting shares of allocated Company Stock. Shares of
         unallocated Company Stock shall also be voted by the Trustee in a
         manner calculated to most accurately reflect the instructions the
         Trustee has received from Participants regarding voting shares of
         allocated Company Stock. Notwithstanding the preceding two sentences,
         all shares of Company Stock which have been allocated to Participants'
         Accounts and for which the Trustee has not timely received written
         instructions regarding voting and all unallocated shares of Company
         Stock must be voted by the Trustee in a manner determined by the
         Trustee to be solely in the best interests of the Participants and
         Beneficiaries.

(d)      VOTING PRIOR TO ALLOCATION. In the event no shares of Company Stock
         have been allocated to Participants' Accounts at the time Company Stock
         is to be voted, each Participant shall be deemed to have one share of
         Company Stock allocated to his Accounts for the sole purpose of
         providing the Trustee with voting instructions.

(e)      PROCEDURE AND CONFIDENTIALITY. Whenever such voting rights are to be
         exercised, the Employers, the Committee, and the Trustee shall see that
         all Participants and Beneficiaries are provided with the same notices
         and other materials as are provided to other holders of the Company
         Stock, and are provided with adequate opportunity to deliver their
         instructions to the Trustee regarding the voting of Company Stock
         allocated to their Accounts or deemed allocated to their Accounts for
         purposes of voting. The

                                       25
<PAGE>

         instructions of the Participants with respect to the voting of shares
         of Company Stock shall be confidential.

SECTION 8.02 TENDER OFFERS.

In the event of a tender offer, Company Stock shall be tendered by the Trustee
in the same manner set forth in Section 8.01 of the Plan regarding the voting of
Company Stock.

                                    SECTION 9
                      THE COMMITTEE AND PLAN ADMINISTRATION

SECTION 9.01 IDENTITY OF THE COMMITTEE.

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

SECTION 9.02 AUTHORITY OF COMMITTEE.

(a)      The Committee shall be the "plan administrator" within the meaning of
         ERISA and shall have exclusive responsibility and authority to control
         and manage the operation and administration of the Plan, including the
         interpretation and application of its provisions, except to the extent
         such responsibility and authority are otherwise specifically:

         (i)      allocated to the Bank, the Employers, or the Trustee under the
                  Plan and Trust Agreement;

         (ii)     delegated in writing to other persons by the Bank, the
                  Employers, the Committee, or the Trustee; or

         (iii)    allocated to other parties by operation of law.

(b)      The Committee shall have exclusive responsibility regarding decisions
         concerning the payment of benefits under the Plan.

(c)      The Committee shall have full investment responsibility with respect to
         the Investment Fund except to the extent, if any, specifically provided
         for in the Trust Agreement.

(d)      In the discharge of its duties, the Committee may employ accountants,
         actuaries, legal counsel, and other agents (who also may be employed by
         an Employer or the Trustee in the same or some other capacity) and may
         pay such individuals reasonable compensation

                                       26
<PAGE>

         and expenses for their services rendered with respect to the operation
         or administration of the Plan, to the extent such payments are not
         otherwise prohibited by law.

SECTION 9.03 DUTIES OF COMMITTEE.

(a)      The Committee shall keep whatever records may be necessary in
         connection with the maintenance of the Plan and shall furnish to the
         Employers whatever reports may be required from time to time by the
         Employers. The Committee shall furnish to the Trustee whatever
         information may be necessary to properly administer the Trust. The
         Committee shall see to the filing with the appropriate government
         agencies of all reports and returns required with respect to the Plan
         under ERISA, the Code and other applicable laws and regulations.

(b)      The Committee shall have exclusive responsibility and authority with
         respect to the Plan's holdings of Company Stock and shall direct the
         Trustee in all respects regarding the purchase, retention, sale,
         exchange, and pledge of Company Stock and the creation and satisfaction
         of any Acquisition Loan to the extent such responsibilities are not set
         forth in the Trust Agreement.

(c)      The Committee shall at all times act consistently with the Bank's
         long-term intention that the Plan, as an employee stock ownership plan,
         be invested primarily in Company Stock. Subject to the direction of the
         Committee with respect to any Acquisition Loan pursuant to the
         provisions of Section 4.03 of the Plan, and subject to the provisions
         of Sections 7.05 and 11.04 of the Plan as to Participants' rights under
         certain circumstances to have their Accounts invested in Company Stock
         or in assets other than Company Stock, the Committee shall determine,
         in its sole discretion, the extent to which assets of the Trust shall
         be used to repay any Acquisition Loan, to purchase Company Stock, or to
         invest in other assets selected by the Committee or an investment
         manager. No provision of the Plan relating to the allocation or vesting
         of any interests in Company Stock or investments other than Company
         Stock shall restrict the Committee from changing any holdings of the
         Trust Fund, whether the changes involve an increase or a decrease in
         the Company Stock or other assets credited to Participants' Accounts.
         In determining the proper extent of the Trust Fund's investment in
         Company Stock, the Committee shall be authorized to employ investment
         counsel, legal counsel, appraisers, and other agents and to pay their
         reasonable compensation and expenses to the extent such payments are
         not prohibited by law.

(d)      If the valuation of any Company Stock is not established by reported
         trading on a generally recognized public market, then the Committee
         shall have the exclusive authority and responsibility to determine the
         value of the Company Stock for all purposes under the Plan. Such value
         shall be determined as of each Valuation Date and on any other date as
         of which the Trustee purchases or sells Company Stock in a manner
         consistent with Section 4975 of the Code and the Treasury Regulations
         issued thereunder. The Committee shall use generally accepted methods
         of valuing stock of similar corporations for purposes of arm's length
         business and investment transactions, and in this connection the
         Committee shall obtain, and shall be protected in relying upon, the

                                       27
<PAGE>

         valuation of Company Stock as determined by an independent appraiser
         (as defined in Section 401(a)(28)(c) of the Code).

SECTION 9.04 COMPLIANCE WITH ERISA AND THE CODE.

The Committee shall perform all acts necessary to ensure the Plan's compliance
with ERISA and the Code. Each individual member of the Committee shall discharge
his duties in good faith and in accordance with the applicable requirements of
ERISA and the Code.

SECTION 9.05 ACTION BY COMMITTEE.

All actions of the Committee shall be governed by the affirmative vote of a
majority of the total number of Committee members. The members of the Committee
may meet informally and may take any action without meeting as a group.

SECTION 9.06 EXECUTION OF DOCUMENTS.

Any instrument to be executed by the Committee may be signed by any member of
the Committee.

SECTION 9.07 ADOPTION OF RULES.

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

SECTION 9.08 RESPONSIBILITIES TO PARTICIPANTS.

The Committee shall determine which Employees qualify to participate in the
Plan. The Committee shall furnish to each Eligible Employee whatever summary
plan descriptions, summary annual reports, and other notices and information
that may be required under ERISA. The Committee also shall determine when a
Participant or his Beneficiary qualifies for the payment of benefits under the
Plan. The Committee shall furnish to each such Participant or Beneficiary
whatever information is required under ERISA or the Code (or is otherwise
appropriate) to enable the Participant or Beneficiary to make whatever elections
may be available pursuant to Section 7, and the Committee shall provide for the
payment of benefits in the proper form and amount from the Trust. The Committee
may decide in its sole discretion to permit modifications of elections and to
defer or accelerate benefits to the extent consistent with the terms of the
Plan, applicable law, and the best interests of the individuals concerned.

SECTION 9.09 ALTERNATIVE PAYEES IN EVENT OF INCAPACITY.

If the Committee finds at any time that an individual qualifying for benefits
under this Plan is a minor or is incompetent, the Committee may direct the
benefits to be paid, in the case of a minor, to his parents, his legal guardian,
a custodian for him under the Uniform Transfers to Minors Act, or the person
having actual custody of him, or, in the case of an incompetent, to his spouse,
his legal guardian, or the person having actual custody of him. The Committee
and the Trustee

                                       28
<PAGE>

shall not be obligated to inquire as to the actual use of the funds by the
person receiving them under this Section 9.09, and any such payment shall
completely discharge the obligations of the Plan, the Trustee, the Committee,
and the Employers to the extent of the payment.

SECTION 9.10 INDEMNIFICATION BY EMPLOYERS.

Except as separately agreed upon in writing, the Committee, and any member or
employee of the Committee, shall be indemnified and held harmless by the
Employers, jointly and severally, to the fullest extent permitted by law,
against any and all costs, damages, expenses, and liabilities reasonably
incurred by or imposed upon the Committee or such individual in connection with
any claim made against the Committee or such individual, or in which the
Committee or such individual may be involved by reason of being, or having been,
the Committee, or a member or employee of the Committee, to the extent such
amounts are not paid by insurance.

SECTION 9.11 ABSTENTION BY INTERESTED MEMBER.

Any member of the Committee who is also a Participant in the Plan shall take no
part in any determination specifically relating to his own participation or
benefits under the Plan, unless an abstention would render the Committee
incapable of acting on the matter.

                                   SECTION 10
                         RULES GOVERNING BENEFIT CLAIMS

SECTION 10.01 CLAIM FOR BENEFITS.

Any Participant or Beneficiary who qualifies for the payment of benefits shall
file a claim for benefits with the Committee on a form provided by the
Committee. The claim, including any election of an alternative benefit form,
shall be filed at least 30 days before the date on which the benefits are to
begin. If a Participant or Beneficiary fails to file a claim by the 30th day
before the date on which benefits become payable, he shall be presumed to have
filed a claim for payment for the Participant's benefits in the standard form
prescribed by Section 7 of the Plan.

SECTION 10.02 NOTIFICATION BY COMMITTEE.

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

(a)      each specific reason for the denial;

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

                                       29
<PAGE>

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

(d)      an explanation of the claims review procedures set forth in Section
         10.03 of the Plan.

SECTION 10.03 CLAIMS REVIEW PROCEDURE.

Within 60 days after a Participant or Beneficiary receives notice from the
Committee that his claim for benefits has been denied in any respect, he may
file with the Committee a written notice of appeal setting forth his reasons for
disputing the Committee's determination. In connection with his appeal, the
Participant or Beneficiary or his representative may inspect or purchase copies
of pertinent documents and records to the extent not inconsistent with other
Participants' and Beneficiaries' rights of privacy. Within 60 days after
receiving a notice of appeal from a prior determination (or within 120 days, if
special circumstances require an extension of time and written notice of the
extension is given to the Participant or Beneficiary and his representative
within 60 days after receiving the notice of appeal), the Committee shall
furnish to the Participant or Beneficiary and his representative, if any, a
written statement of the Committee's final decision with respect to his claim,
including the reasons for such decision and the particular Plan provisions upon
which it is based.

                                   SECTION 11
                                    THE TRUST

SECTION 11.01 CREATION OF TRUST FUND.

All amounts received under the Plan from an Employer and investments shall be
held in a Trust Fund pursuant to the terms of this Plan and the Trust Agreement.
The benefits described in this Plan shall be payable only from the assets of the
Trust Fund. Neither the Bank, any other Employer, its board of directors or
trustees, its stockholders, its officers, its employees, the Committee, nor the
Trustee shall be liable for payment of any benefit under this Plan except from
the Trust Fund.

SECTION 11.02 COMPANY STOCK AND OTHER INVESTMENTS.

The Trust Fund held by the Trustee shall be divided into Company Stock and
investments other than Company Stock. The Trustee shall have no investment
responsibility for the portion of the Trust Fund consisting of Company Stock,
but shall accept any Employer contributions made in the form of Company Stock,
and shall acquire, sell, exchange, distribute, and otherwise deal with and
dispose of Company Stock in accordance with the instructions of the Committee.

SECTION 11.03 ACQUISITION OF COMPANY STOCK.

From time to time the Committee may, in its sole discretion, direct the Trustee
to acquire Company Stock from the issuing Employer or from shareholders,
including shareholders who are or have been Employees, Participants, or
fiduciaries with respect to the Plan. The Trustee shall

                                       30
<PAGE>

pay for such Company Stock no more than its fair market value, which shall be
determined conclusively by the Committee pursuant to Section 9.03(d) of the
Plan. The Committee may direct the Trustee to finance the acquisition of Company
Stock through an Acquisition Loan subject to the provisions of Section 4.03 of
the Plan.

SECTION 11.04 PARTICIPANTS' OPTION TO DIVERSIFY.

The Committee shall establish a procedure under which each Participant may,
during the first five years of a certain six-year period, elect to have up to 25
percent of the value of his Accounts committed to alternative investment options
within an "Investment Fund." For the sixth year in this period, the Participant
may elect to have up to 50 percent of the value of his Accounts committed to
other investments. The six-year period shall begin with the Plan Year following
the first Plan Year in which the Participant has both reached age 55 and
completed 10 years of participation in the Plan; a Participant's election to
diversify his Accounts must be made within the 90-day period immediately
following the last day of each of the six Plan Years. The Committee shall see
that the Investment Fund includes a sufficient number of investment options to
comply with Section 401(a)(28)(B) of the Code. The Committee may, in its
discretion, permit a transfer of a portion of the Participant's Accounts to the
Naugatuck Valley Savings and Loan Profit Sharing and 401(k) Plan in order to
satisfy this Section 11.04, provided such investments comply with Section
401(a)(28)(B) of the Code and such transfer is not otherwise prohibited under
the Code or ERISA. The Trustee shall comply with any investment directions
received from Participants in accordance with the procedures adopted from time
to time by the Committee under this Section 11.04.

                                   SECTION 12
                       ADOPTION, AMENDMENT AND TERMINATION

SECTION 12.01 ADOPTION OF PLAN BY OTHER EMPLOYERS.

With the consent of the Bank, any entity may become a participating Employer
under the Plan by:

(a)      taking such action as shall be necessary to adopt the Plan;

(b)      becoming a party to the Trust Agreement establishing the Trust Fund;
         and

(c)      executing and delivering such instruments and taking such other action
         as may be necessary or desirable to put the Plan into effect with
         respect to the entity's Employees.

SECTION 12.02 ADOPTION OF PLAN BY SUCCESSOR.

In the event that any Employer shall be reorganized by way of merger,
consolidation, transfer of assets or otherwise, so that an entity other than an
Employer shall succeed to all or substantially all of the Employer's business,
the successor entity may be substituted for the Employer under the Plan by
adopting the Plan and becoming a party to the Trust Agreement. Contributions by
the Employer shall be automatically suspended from the effective date of any
such

                                       31
<PAGE>

reorganization until the date upon which the substitution of the successor
entity for the Employer under the Plan becomes effective. If, within 90 days
following the effective date of any such reorganization, the successor entity
shall not have elected to become a party to the Plan, or if the Employer shall
adopt a plan of complete liquidation other than in connection with a
reorganization, the Plan shall be automatically terminated with respect to
Employees of the Employer as of the close of business on the 90th day following
the effective date of the reorganization, or as of the close of business on the
date of adoption of a plan of complete liquidation, as the case may be.

SECTION 12.03 PLAN ADOPTION SUBJECT TO QUALIFICATION.

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

SECTION 12.04 RIGHT TO AMEND OR TERMINATE.

(a)      The Bank intends to continue this Plan as a permanent program. However,
         each participating Employer separately reserves the right to suspend,
         supersede, or terminate the Plan at any time and for any reason, as it
         applies to that Employer's Employees, and the Bank reserves the right
         to amend, suspend, supersede, merge, consolidate, or terminate the Plan
         at any time and for any reason, as it applies to the Employees of all
         Employers.

(b)      No amendment, suspension, supersession, merger, consolidation, or
         termination of the Plan shall reduce any Participant's or Beneficiary's
         proportionate interest in the Trust Fund, or shall divert any portion
         of the Trust Fund to purposes other than the exclusive benefit of the
         Participants and their Beneficiaries prior to the satisfaction of all
         liabilities under the Plan. Except as is required for purposes of
         compliance with the Code or ERISA, neither the provisions of Section
         5.04 relating to the crediting of contributions, forfeitures and shares
         of Company Stock released from the Loan Suspense Account, nor any other
         provision of the Plan relating to the allocation of benefits to
         Participants, may

                                       32
<PAGE>

         be amended more frequently than once every six months. Moreover, there
         shall not be any transfer of assets to a successor plan or merger or
         consolidation with another plan unless, in the event of the termination
         of the successor plan or the surviving plan immediately following such
         transfer, merger, or consolidation, each participant or beneficiary
         would be entitled to a benefit equal to or greater than the benefit he
         would have been entitled to if the plan in which he was previously a
         participant or beneficiary had terminated immediately prior to such
         transfer, merger, or consolidation. Following a termination of this
         Plan by the Bank, the Trustee shall continue to administer the Trust
         and pay benefits in accordance with the Plan and the Committee's
         instructions.

(c)      In the event of a Change in Control, the Plan shall be terminated and
         allocations made to Participants in accordance with the provisions of
         Section 5.08 of the Plan.

                                   SECTION 13
                               GENERAL PROVISIONS

SECTION 13.01 NONASSIGNABILITY OF BENEFITS.

The interests of Participants and other persons entitled to benefits under the
Plan shall not be subject to the claims of their creditors and may not be
voluntarily or involuntarily assigned, alienated, pledged, encumbered, sold, or
transferred. The prohibitions set forth in this Section 13.01 shall also apply
to any judgment, decree, or order (including approval of a property or
settlement agreement) which relates to the provision of child support, alimony,
or property rights to a present or former spouse, child, or other dependent of a
Participant pursuant to a domestic relations order, unless such judgment, decree
or order is determined to be a "qualified domestic relations order" as defined
in Section 414(p) of the Code.

SECTION 13.02 LIMIT OF EMPLOYER LIABILITY.

The liability of the Employers with respect to Participants and other persons
entitled to benefits under the Plan shall be limited to making contributions to
the Trust from time to time, in accordance with Section 4 of the Plan.

SECTION 13.03 PLAN EXPENSES.

All expenses incurred by the Committee or the Trustee in connection with
administering the Plan and Trust shall be paid by the Trustee from the Trust
Fund to the extent the expenses have not been paid or assumed by the Employer.

SECTION 13.04 NONDIVERSION OF ASSETS.

Except as provided in Sections 5.05 and 12.03 of the Plan, under no
circumstances shall any portion of the Trust Fund be diverted to or used for any
purpose other than the exclusive benefit of Participants and their Beneficiaries
prior to the satisfaction of all liabilities under the Plan.

                                       33
<PAGE>

SECTION 13.05 SEPARABILITY OF PROVISIONS.

If any provision of the Plan is held to be invalid or unenforceable, the other
provisions of the Plan shall not be affected but shall be applied as if the
invalid or unenforceable provision had not been included in the Plan.

SECTION 13.06 SERVICE OF PROCESS.

The agent for the service of process upon the Plan shall be the Chairman of the
Board of the Bank and the Trustee, or such other person as may be designated
from time to time by the Bank.

SECTION 13.07 GOVERNING LAW.

The Plan is established under, and its validity, construction and effect shall
be governed by the laws of the State of Connecticut to the extent those laws are
not preempted by federal law, including the provisions of ERISA.

SECTION 13.08 SPECIAL RULES FOR PERSONS SUBJECT TO SECTION 16(b) REQUIREMENTS.

Notwithstanding anything herein to the contrary, any former Participant who is
subject to the provisions of Section 16(b) of the Securities Exchange Act of
1934, who becomes eligible to again participate in the Plan, may not become a
Participant prior to the date that is six months from the date such former
Participant terminated participation in the Plan. In addition, any person
subject to the provisions of Section 16(b) of the Securities Exchange Act of
1934 Act receiving a distribution of Company Stock from the Plan must hold such
Company Stock for a period of six months, commencing with the date of
distribution. However, this restriction will not apply to Company Stock
distributions made in connection with death, retirement, Disability or
termination of employment, or made pursuant to the terms of a qualified domestic
relations order.

SECTION 13.09 MILITARY SERVICE.

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

                                   SECTION 14
                              TOP-HEAVY PROVISIONS

SECTION 14.01 TOP-HEAVY PROVISIONS.

If, as of the last day of the first Plan Year, or thereafter, if as of the day
next preceding the beginning of any Plan Year (the "Determination Date"), the
Plan is a "top-heavy plan" (determined in accordance with the provisions of
Section 416(g) of the Code), that is, the aggregate present value of the accrued
benefits and account balances of all "Key Employees" (within the meaning of
Section 416(i) of the Code, and for this purpose using the definition of

                                       34
<PAGE>

Compensation, as modified under Section 5.05(b) of the Plan) and their
Beneficiaries, exceeds sixty percent (60%) of the aggregate present value of the
accrued benefits and account balances of all employees and their beneficiaries,
the provision specified in this Section 14 will automatically become effective
as of the first day of the Plan Year. This calculation shall be made in
accordance with Section 416(g) of the Code, taking into consideration plans
which are considered part of the Aggregation Group. The term "Aggregation Group"
shall include each plan of the Bank or any of its Affiliates that includes a Key
Employee and each plan of the Bank or any of its Affiliates that allows the Plan
to meet the requirements of Section 401(a)(4) of the Code or Section 410 of the
Code and may include any other plan of the Bank or any of its Affiliates, if the
Aggregation Group would continue to meet the requirements of Sections 401(a)(4)
and 410 of the Code.

SECTION 14.02 PLAN MODIFICATIONS UPON BECOMING TOP-HEAVY.

(a)      MINIMUM ACCRUALS. Section 5.04 of the Plan will be modified to provide
         that the aggregate amount of Employer contributions allocated in each
         Plan Year to the Accounts of each Participant who is a non-Key Employee
         (as defined under Section 416(i)(1) of the Code), and who is employed
         by an Employer as of the last day of the Plan Year, may not be less
         than the lesser of:

         (i)      three percent of his Compensation for the Plan Year; and

         (ii)     a percentage of his Compensation equal to the largest
                  percentage obtained by dividing the sum of the amount credited
                  to the Accounts of any Key Employee by that Key Employee's
                  Compensation.

(b)      The preceding provision will remain in effect for the period in which
         the Plan is top-heavy. If, for any particular year thereafter, the Plan
         is no longer top-heavy, the provisions contained in this Section 14.02
         shall cease to apply, except that any previously vested portion of any
         Account balance shall remain nonforfeitable.

                                       35
<PAGE>
                                     FORM OF

                                 TRUST AGREEMENT

                                     BETWEEN

                        NAUGATUCK VALLEY SAVINGS AND LOAN

                                       AND

                    ----------------------------------------

                                     FOR THE

                        NAUGATUCK VALLEY SAVINGS AND LOAN
                       EMPLOYEE STOCK OWNERSHIP PLAN TRUST
<PAGE>
                                                     CONTENTS

<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----
<S>               <C>                                                      <C>
Section 1         Creation of Trust..................................        1

Section 2         Investment of Trust Fund and
                  Administrative Powers of the
                  Trustee............................................        2

Section 3         Compensation and Indemnification
                  of Trustee and Payment of Expenses
                  and Taxes..........................................        7

Section 4         Records and Valuation..............................        9

Section 5         Instructions from Committee........................       10

Section 6         Change of Trustee..................................       11

Section 7         Miscellaneous......................................       11

</TABLE>
<PAGE>
      This TRUST AGREEMENT dated ______________, 2004, between NAUGATUCK VALLEY
SAVINGS AND LOAN with its administrative office at 333 Church Street, Naugatuck,
CT 06770 (hereinafter called the "Bank"), and__________________________ with its
administrative office at___________________________ (hereinafter called the
"Trustee").

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

      WHEREAS, the Bank has approved and adopted an employee stock ownership
plan for the benefit of its employees, the Naugatuck Valley Savings and Loan
Employee Stock Ownership Plan (hereinafter called the "Plan"); and

      WHEREAS, the Bank has authorized the execution of this Trust Agreement and
has appointed________________________ as Trustee of the Trust Fund created
pursuant to the Plan; and

      WHEREAS,____________________________ has agreed to act as Trustee and to
hold and administer the assets of the Plan in accordance with the terms of this
Trust Agreement.

      NOW, THEREFORE, the Bank and the Trustee agree as follows:

      Section 1. Creation of Trust

      1.1 Trustee                                shall serve as Trustee of the
          ---------------------------------------
Trust Fund created in accordance with and in furtherance of the Plan, and shall
serve as Trustee until their removal or resignation in accordance with Section
6.

      1.2 Trust Fund The Trustee hereby agrees to accept contributions from the
          ----------
Employer as defined in the Plan and amounts transferred from other qualified
retirement plans from time to time in accordance with the terms of the Plan. All
such property and contributions, together with income thereon and increments
thereto, shall constitute the "Trust Fund" to be held in accordance with the
terms of the Trust Agreement.

      1.3 Incorporation of Plan An instrument entitled "Naugatuck Valley Savings
          ---------------------
and Loan Employee Stock Ownership Plan" is incorporated herein by reference, and
this Trust Agreement shall be interpreted consistently with that Plan. All words
and phrases defined in that Plan shall have the same meaning when used in this
Trust Agreement.

      1.4 Name The name of this trust shall be "Naugatuck Valley Savings and
          ----
Loan Employee Stock Ownership Plan Trust."

      1.5 Nondiversion of Assets In no event shall any part of the corpus or
          ----------------------
income of the Trust Fund be used for, or diverted to, purposes other than for
the exclusive benefit of the Participants and their Beneficiaries prior to the
satisfaction of all liabilities under the Plan, except to the extent that assets
may be returned to the Employer in accordance with the Plan where the Plan fails
to qualify initially under Section 401(a) of the Internal Revenue Code (the
"Code"), or
<PAGE>
where they are attributable to contributions made by mistake of fact or in
excess of the deductibility allowed under the Code.

      Section 2. Investment of Trust Fund and Administrative Powers of the
                 ---------------------------------------------------------
Trustee
-------

      2.1 Bank Stock and Other Investments The basic investment policy of the
          --------------------------------
Plan shall be to invest primarily in Bank Stock of the Employer for the
exclusive benefit of the Participants and their Beneficiaries. The Committee
shall have full and complete investment authority and responsibility with
respect to the purchase, retention, sale, exchange, and pledge of Bank Stock and
the payment of Stock Obligations, and the Trustee shall not deal in any way with
Bank Stock except in accordance with their obligations pursuant to this Trust
Agreement and the written instructions of the Committee. The Trustee shall
invest, or keep invested, all or a portion of the Trust Fund in Bank Stock, and
shall pay Stock Obligations out of assets of the Trust Fund, as instructed from
time to time by the Committee. The Trustee shall invest any balance of the Trust
Fund (the "Investment Fund") in such other property as the Committee, in its
sole discretion, shall deem advisable, subject to any delegation of such
investment responsibility pursuant to Section 2.2. Nothing contained herein
shall provide investment discretion authority or any like kind responsibility in
regard to the assets of the Trust Fund.

      In connection with instructions to acquire Bank Stock, the Trustee may
purchase newly issued or outstanding Bank Stock from the Employer or any other
holders of Bank Stock, including Participants, Beneficiaries, and Plan
fiduciaries. All purchases and sales of Stock shall be made by the Trustee at
fair market value as determined by the Committee in good faith and in accordance
with any applicable requirements under the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"). Such purchases may be made with assets of the
Trust Fund, with funds borrowed for this purpose (with or without guarantees of
repayment to the lender by the Employer), or by any combination of the
foregoing.

      Notwithstanding any other provision of this Trust Agreement or the Plan,
neither the Committee nor the Trustee shall make any purchase, sale, exchange,
investment, pledge, valuation, or loan, or take any other action involving those
assets for which they are responsible which (i) is inconsistent with the policy
of the Plan and Trust, (ii) is inconsistent with the prudence and
diversification requirements set forth in Sections 404(a)(1)(B) and (C) of ERISA
(to the extent such requirements apply to an employee stock ownership plan and
trust), (iii) is prohibited by Section 406 or 407 of ERISA, or (iv) would impair
the qualification of the Plan or the exemption of the Trust under Sections 401
and 501, respectively, of the Code.

      2.2 Delegation of Investment Responsibility The Committee may, by written
          ---------------------------------------
notice and in accordance with the Plan, direct the Trustee to segregate any
portion or all of the Investment Fund into one or more separate accounts for
each of which full investment responsibility will be delegated to an investment
manager appointed in such notice pursuant to Section 402(c)(3) of ERISA
(hereinafter a "Manager"). For any separate account where the Trustee is to
maintain custody of the assets, the Trustee and the Manager shall agree upon
procedures for the transmittal

                                        2
<PAGE>
of investment instructions from the Manager to the Trustee, and the Trustee may
provide the Manager with such documents as may be necessary to authorize the
Manager to effect transactions directly on behalf of the segregated account.

      Further, the Committee may, by written notice and in accordance with the
Plan, direct the Trustee to segregate any portion or all of the Investment Fund
into one or more separate accounts for each of which full investment
responsibility will be delegated to an insurance company through one or more
group annuity contracts, deposit administration contracts, or similar contracts,
which may provide for investments in any commingled separate accounts
established under such contracts. An insurance company shall be a Manager with
respect to any amounts held under such a contract except to the extent the
insurer's assets are not deemed assets of the Plan and Trust Fund pursuant to
Section 401(b)(2) of ERISA. The allocation of amounts held under such a contract
among the insurer's general account and one or more individual or commingled
separate accounts shall be determined by the Committee except as otherwise
agreed by the Committee and the insurer.

      Any Manager shall have all of the powers given to the Trustee pursuant to
Section 2.3 with respect to the portion of the Trust Fund committed to its
investment discretion and control. The Trustee shall be responsible for the
safekeeping of any assets which remain in their custody, but in no event shall
the Trustee be under any duty to question or make any inquiry or suggestion
regarding the action or inaction of a Manager or an insurer or the advisability
of acquiring, retaining, or disposing of any asset of a segregated account. The
Employer shall indemnify and hold the Trustee harmless from any and all costs,
damages, expenses, and liabilities which the Trustee may incur by reason of any
action taken or omitted to be taken by the Trustee upon directions from the
Committee, a Manager, or an insurer pursuant to this Section 2.2.

      2.3 Trustee Powers In addition to and not by way of limitation upon the
          --------------
fiduciary powers granted to it by law, the Trustee shall have the following
specific powers, subject to the limitations set forth in Section 2.1:

      2.3-1 to receive, hold, manage, invest and reinvest the money or other
property which constitutes the Trust Fund, without distinction between principal
and income;

      2.3-2 to hold funds uninvested temporarily, provided it is a period of
time that is not unreasonable, without liability for interest thereon, and to
deposit funds in one or more savings or similar accounts with any banks and
savings and loan associations which are insured by an instrumentality of the
federal government, including the Trustee if it is such an institution;

      2.3-3 at the direction of the Committee, to invest or reinvest the whole
or any portion of the money or other property which constitutes the Trust Fund
in such common or preferred stocks, investment trust shares, mutual funds,
commingled trust funds, partnership interests, bonds, notes, or other evidences
of indebtedness, and real and personal property as the Trustee in their absolute
judgment and discretion may deem to be for the best interests of the Trust Fund,

                                        3
<PAGE>
regardless of nondiversification to the extent that such nondiversification is
clearly prudent, and regardless of whether any such investment or property is
authorized by law regarding the investment of trust funds, of a wasting asset
nature, temporarily nonincome producing, or within or without the United States;

      2.3-4 to invest in common and preferred stocks, bonds, notes, or other
obligations of any corporation or business enterprise in which an Employer or
its owners may own an interest;

      2.3-5 at the direction of the Committee, to exchange any investment or
property, real or personal, for other investments or properties at such time and
upon such terms as the Trustee shall deem proper;

      2.3-6 at the direction of the Committee, to sell, transfer, convey or
otherwise dispose of any investment or property, real or personal, for cash or
on credit, in such manner and upon such terms and conditions as the Trustee
shall deem advisable, and no person dealing with the Trustee shall be under any
duty to inquire as to the validity, expediency, or propriety of any such sale or
as to the application of the purchase money paid to the Trustee;

      2.3-7 to hold any investment or property in the name of the Trustee, with
or without the designation of any fiduciary capacity, or in the name of a
nominee, or unregistered, or in such other form that title may pass by delivery;
provided, however, that the Trustee's records always show that such investment
or property belongs to the Trust Fund and the Trustee shall not be relieved
hereby of its responsibility to maintain safe custody of such investment or
property;

      2.3-8 to organize one or more corporations to hold, manage, or liquidate
any property, including real estate, owned or acquired by the Trust Fund if in
the sole discretion of the Trustee the organization of such corporation or
corporations is for the best interests of the Trust and the Plan Participants
and Beneficiaries;

      2.3-9 to extend the time for payment of, to modify, to renew, or to
release security from any mortgage, note or other evidence of indebtedness, or
to take advantage of or waive any default; to foreclose mortgages and bid on
property under foreclosure or to take title to property by conveyance in lieu of
foreclosure, either with or without the payment of additional consideration;

      2.3-10 to vote in person or by proxy all stocks and other securities
having voting privileges; to exercise or refrain from exercising any option or
privilege with respect to stocks and other securities, including any right or
privilege to subscribe for or otherwise to acquire stocks and other securities;
or to sell any such right or privilege; to assent to and join in any plan of
refinance, merger, consolidation, reorganization or liquidation of any
corporation or other enterprise in which this Trust may have an interest, to
deposit stocks and other securities with any committee formed to effectuate the
same, to pay any expense incidental thereto, to exchange stocks and other
securities for those which may be issued pursuant to any such plan, and to
retain

                                        4
<PAGE>
as an investment the stocks and other securities received by the Trustee; and to
deposit any investment in a voting trust; notwithstanding the preceding,
Participants and Beneficiaries shall be entitled to direct the manner in which
stock allocated to their respective accounts are to be voted on all matters. All
stock which has been allocated to Participants' Accounts for which the Trustee
has received no written direction and all unallocated Employer securities will
be voted by the Trustee in direct proportion to all Participants' directions
received and solely in the interest of the Participants and Beneficiaries.
Whenever such voting rights are to be exercised, the Employer, the Committee and
the Trustee shall see that all Participants and Beneficiaries are provided with
adequate opportunity to deliver their instructions to the Trustee regarding
voting of stock allocated to their accounts. The instructions of the
Participants with respect to the voting of allocated shares hereunder shall be
confidential;

      2.3-11 to abandon any property, real or personal, which the Trustee shall
consider to be worthless or not of sufficient value to warrant its keeping or
protecting; to abstain from the payment of taxes, water rents, assessments,
repairs, maintenance, and upkeep of any such property; to permit any such
property to be lost by tax sale or other proceedings, and to convey any such
property for a nominal consideration or without consideration;

      2.3-12 to borrow money from the Employer or from others (including the
Trustee), and to enter into installment contracts, for the purchase of Stock
upon such terms and conditions and at such reasonable rates of interest as the
Committee may deem to be advisable, to issue its promissory notes as Trustee to
evidence such debt, to secure the payment of such notes by pledging any property
of the Trust Fund, and to authorize the holders of any such notes to pledge them
to secure obligations of the holders and in connection therewith to repledge any
assets of the Trust as security therefor; provided that, with respect to any
extension of credit to the Trust involving, as a lender or guarantor, the
Employer or other "disqualified person" within the meaning of Section 4975(e)(2)
of the Code --

            (a)   each loan or installment contract is primarily for the benefit
                  of Participants and Beneficiaries of the Plan;

            (b)   any interest on a loan or installment contract does not exceed
                  a reasonable rate;


            (c)   the proceeds of any loan shall be used only to acquire Stock,
                  to repay the loan, or to repay a previous loan meeting these
                  conditions, and the subject of any installment contract shall
                  be only the Trust's purchase of Stock;

            (d)   any collateral pledged to a creditor by the Trustee shall
                  consist only of qualifying employer securities as that term is
                  defined under Section 4975(e)(8) of the Code and the creditor
                  shall have no recourse against the Trust Fund except with
                  respect to the collateral (although the creditor may have
                  recourse against an Employer as guarantor);

            (e)   payments with respect to a loan or installment contract shall
                  be made only from those amounts contributed by the Employer to
                  the Trust Fund, from amounts earned on such contributions, and
                  from cash dividends received on unallocated Stock held by the
                  Trust as collateral for such an obligation; and

                                        5
<PAGE>
            (f)   upon the payment of any portion of balance due on a loan or
                  upon any installment payment, a proportionate part of any
                  qualified employer securities originally pledged as collateral
                  for such indebtedness shall be released from encumbrance in
                  accordance with Section 4.2 of the Plan and the Committee
                  shall at least annually advise the Trustee of the number of
                  shares of Stock so released and the proper allocation of such
                  shares under the terms of the Plan;

      2.3-13 to manage and operate any real property which shall at any time
constitute an asset of the Trust Fund; to make repairs, alterations, and
improvements thereto; to insure such property against loss by fire or other
casualty; to lease or grant options for the sale of such property, which lease
or option may be for a period of time which may extend beyond the life of this
Trust; and to take any other action or enter into any other contract respecting
such property which is consistent with the best interests of the Trust;

      2.3-14 to pay any and all reasonable and normal expenses incurred in
connection with the exercise of any power, right, authority or discretion
granted herein, and, upon prior notice to the Bank, to employ and compensate
agents, investment counsel, custodians, actuaries, attorneys, and accountants in
such connection;

      2.3-15 to employ and consult with any legal counsel, who also may be
counsel to an Employer or the Administrator, with respect to the meaning or
construction of this Trust Agreement, the extent of the Trustee's obligations
and duties hereunder, and whether the Trustee should take or decline to take a
particular action hereunder, and the Trustee shall be fully protected with
respect to any action taken or omitted by such Trustee in good faith pursuant to
such advice;

      2.3-16 to defend any action or proceeding instituted against the Trust
Fund, to institute any action on behalf of the Trust Fund, and to compromise or
submit to arbitration any dispute concerning the Trust Fund;

      2.3-17 to make, execute, acknowledge and deliver any and all documents of
transfer and conveyance and any and all other instruments that may be necessary
or appropriate to carry out the powers herein granted;

      2.3-18 to commingle the Trust Fund created pursuant hereto, in whole or in
part, in a single trust with all or any portion of any other trust fund,
assigning an undivided interest to each such commingled trust fund, provided
that such commingled trust is itself exempt from taxation pursuant to Section
501(a) of the Code, or its successor Section; and provided further that the
trust agreement governing such commingled trust shall be deemed incorporated by
reference in the Plan;

      2.3-19 where two or more trusts governed by this Trust Agreement have an
undivided interest in any property, to credit the income from such property to
such trusts in proportion to

                                        6
<PAGE>
their undivided interests, and when non pro rata distributions of property or
money are made from such trusts, to make appropriate adjustments to the
undivided fractional interests of such trusts;

      2.3-20 to invest all or any portion of the Trust Fund in one or more group
annuity contracts, deposit administration contracts, and other such contracts
with insurance companies, including any commingled separate accounts established
under such contracts;

      2.3-21 generally, with respect to all cash, stocks and other securities,
and property, both real and personal, received or held in the Trust Fund by the
Trustee, to exercise all the same rights and powers as are or may be lawfully
exercised by persons owning cash, or stocks and other securities, or such
property in their own right; and to do all other acts, whether or not expressly
authorized, which it may deem necessary or proper for the protection of the
Trust Fund; and

      2.3-22 whenever more than two persons shall qualify to act as co-Trustee,
to exercise and perform every power (including discretionary powers), authority
or duty by the concurrence of a majority of them the same effect as if all had
joined therein, except that the unanimous vote of such persons shall be
necessary to determine the number (one or more) and identity of persons who may
sign checks, make withdrawals from financial institutions, have access to safe
deposit boxes, or direct the sale of trust assets and the disposition of the
proceeds.

      2.4 Brokerage If permitted in writing by the Committee the Trustee shall
          ---------
have the power and authority, to be exercised in their sole discretion at any
time and from time to time, to issue and place orders for the purchase or sale
of securities with qualified brokers and dealers. Such orders may be placed with
such qualified brokers and/or dealers who also provide investment information or
other research or statistical services to the Trustee in its capacity as a
fiduciary or investment manager for other clients.

      Section 3. Compensation and Indemnification of Trustee and Payment of
                 ----------------------------------------------------------
                 Expenses and Taxes
                 ------------------
      3.1 Fees and Expenses from Fund In consideration for rendering services
          ---------------------------
pursuant to this Trust Agreement the Trustee shall be paid fees in accordance
with the Trustee's fee schedule as in effect from time to time. Fee changes
resulting in fee increases shall be effective upon not less than 30 days' notice
to the Bank. In addition, the Trustee shall be reimbursed for any reasonable
expenses, including reasonable attorneys' fees, incurred in the administration
of the Trust created hereby. Fees and expenses shall be allocated to
Participants' Accounts, if any, unless paid directly by the Employer. All
compensation and expenses of the Trustee shall be paid out of the Trust Fund or
by the Employer as specified in the Plan. If and to the extent the Trust Fund
shall not be sufficient, such compensation and expenses shall be paid by the
Employer upon demand. If payment is due but not paid by the Employer, such
amount shall be paid from the assets of the Trust Fund. The Trustee is hereby
empowered to withdraw all such

                                        7
<PAGE>
compensation and expenses which are 60 days past due from the Trust Fund, and,
in furtherance thereof, liquidate any assets of the Trust Fund, without further
authorization or direction from or by any person. Notwithstanding the foregoing,
in the event any officer or director of Naugatuck Valley Savings and Loan serves
as trustee of the Plan, no compensation shall be paid to the officer or director
in exchange for his or her services as trustee.

      3.2 Indemnification Notwithstanding any other provision of this Trust
          -------------------------------
Agreement, any individual designated as a trustee hereunder shall be indemnified
and held harmless by the Employer to the fullest extent permitted by law against
any and all costs, damages, expenses and liabilities including, but not limited
to attorneys' fees and disbursements reasonably incurred by or imposed upon such
individual in connection with any claim made against him or in which he may be
involved by reason of his being, or having been, a trustee hereunder, to the
extent such amounts are not satisfied by insurance maintained by the Employer,
except liability which is adjudicated to have resulted from the gross negligence
or willful misconduct of the Trustee by reason of any action so taken. Further,
any corporate trustee and its officers, directors and agents may be indemnified
and held harmless by the Employer to the fullest extent permitted by law against
any and all costs, damages, expenses and liabilities including, but not limited
to, attorneys' fees and disbursements reasonably incurred by or imposed upon
such persons and/or corporation in connection with any claim made against it or
them or in which such persons and/or corporation may be involved by reason of
its being, or having been, a trustee hereunder as may be agreed between the
Employer and such trustee, except liability which is adjudicated to have
resulted from the gross negligence or willful misconduct of the Trustee by
reason of any action so taken.

      3.3 Expenses All expenses of administering the Trust and the Plan, whether
          --------
incurred by the Trustee or the Committee, shall be paid by the Trustee from the
Trust Fund to the extent such expenses shall not have been assumed by the
Employer.

      3.4 Taxes All taxes that may be levied or assessed upon or in respect of
          -----
the Trust Fund shall be paid from the Trust Fund. The Trustee shall notify the
Committee of any proposed or final assessments of taxes and may assume that any
such taxes are lawfully levied or assessed unless the Committee advises it in
writing to the contrary within fifteen days after receiving the above notice
from the Trustee. In such case, the Trustee, if requested by the Committee in
writing, shall contest the validity of such taxes in any manner deemed
appropriate by the Committee; the Employer may itself contest the validity of
any such taxes, in which case the Committee shall so notify the Trustee and the
Trustee shall have no responsibility or liability respecting such contest. If
either party to this Agreement contests any such proposed levy or assessments,
the other party shall provide such information and cooperation as the party
conducting the contest shall reasonably request.

                                        8
<PAGE>
      Section 4. Records and Valuation
                 ---------------------
      4.1 Records The Trustee, and any investment manager appointed pursuant to
          -------
Section 2.2, shall maintain accurate and detailed records and accounts of all
investments, receipts, disbursements and other transactions made by it with
respect to the Trust Fund, and all accounts, books and records relating thereto
shall be open at all reasonable times to inspection and audit by the Committee
and the Employer.

      4.2 Valuation From time to time upon the request of the Committee, but at
          ---------
least annually as of the last day of each Plan Year, the Trustee shall prepare a
balance sheet of the Investment Fund in accordance with the Plan and shall
deliver copies of the balance sheet to the Committee and the Employer.

      4.3 Discharge of Trustee Ninety days after the filing of any balance sheet
          --------------------
under Section 4.2 or any accounting under Section 6, the Trustee shall be
forever released and discharged from any liability or accountability other than
for gross negligence or wilful misconduct on the part of the Trustee to anyone
with respect to the transactions shown or reflected in such balance sheet or
accounting, except with respect to any acts or transactions as to which the
Committee, within such ninety-day period, files written objections with the
Trustee. The written approval of the Committee of any balance sheet or
accounting so filed by the Trustee, or the Committee's failure to file written
objections within ninety days, shall be a settlement of such balance sheet or
accounting as against all persons, and shall forever release and discharge the
Trustee from any liability of accountability to anyone with respect to the
transactions shown or reflected in such balance sheet or accounting other than
liability arising out of the Trustee's gross negligence or wilful misconduct. If
a statement of objections is filed by the Committee and the Committee is
satisfied that its objections should be withdrawn or if the balance sheet or
accounting is adjusted to its satisfaction, the Committee shall indicate its
approval of the balance sheet or accounting in a written statement filed with
the Trustee and the Trustee shall be forever released and discharged from any
liability of accountability to anyone in accordance with the immediately
preceding sentence. If an objection is not settled by the Committee and the
Trustee, the Trustee may start a proceeding for a judicial settlement of the
balance sheet or accounting in any court of competent jurisdictions; the only
parties that need be joined in such a proceeding are the Trustee, the Committee,
the Employer and any other parties whose participation is required by law.

      4.4 Right to Judicial Settlement Nothing in this Agreement shall prevent
          ----------------------------
the Trustee from having its account settled by a court of competent jurisdiction
at any time. The only parties that need be joined in any such proceeding are the
Employer, the Committee, the Trustee and any other parties whose participation
is required by law.

                                        9
<PAGE>
      Section 5. Instructions from Committee.
                 ----------------------------

      5.1 Certification of Members of the Committee. From time to time the Bank
          ------------------------------------------
shall certify to the Trustee in writing the names of the individuals comprising
the Committee and shall furnish to the Trustee specimens of their signatures and
the signatures of their agents, if any. The Trustee shall be entitled to presume
that the identities of such individuals and their agents are unchanged until it
receives a certification from the Bank notifying it of any changes.

      5.2 Instructions to Trustee.
          ------------------------

      (a) The Trustee shall pay benefits and administrative expenses under the
Plan only when it receives (and in accordance with) written instructions of the
Committee indicating the amount of the payment and the name and address of the
recipient in accordance with the terms of the Plan. The Trustee need not inquire
into whether any payment the Committee instructs the Trustee to make is
consistent with the terms of the Plan or applicable law or otherwise proper. Any
payment made by the Trustee in accordance with such instructions shall be a
complete discharge and acquittance to the Trustee. If the Committee advises the
Trustee that benefits have become payable with respect to a Participant's
interest in the Trust Fund but does not instruct the Trustee as to the manner of
payment, the Trustee shall hold the Participant's interest in the Trust until
the Trustee receives written instructions from the Committee as to the manner of
payment. The Trustee shall not pay benefits from the Trust Fund without such
instructions, even though it may be informed from other sources, including,
without limitation, a Participant or Beneficiary, that benefits are payable
under the Plan. The Trustee shall have no responsibility to determine when, to
whom or in what amount benefits and expenses are payable under the Plan.
Further, the Trustee shall have no power, authority or duty to interpret the
Plan or inquire into the decisions or determinations of the Committee, or to
question the instructions given to it by the Committee. If the Committee so
directs, the Trustee shall segregate amounts payable with respect to the
interest in the Plan of any Participant and administer them separately from the
rest of the Trust Fund in accordance with the Committee's instructions.

      (b) The Trustee may require the Committee to certify in writing that any
payment of benefits or expenses it instructs the Trustee to make pursuant to
Section 5.2(a) above is: (i) in accordance with the terms of the Plan and/or
(ii) one which the Committee is authorized by the Plan and any other applicable
instruments to direct and/or (iii) made for the exclusive purpose of providing
benefits to Participants and Beneficiaries, or defraying reasonable expenses of
Plan administration and/or (iv) not made to a party in interest (within the
meaning of ERISA Section 3(14)), and/or (v) not a prohibited transaction (within
the meaning of Code Section 4975 and ERISA Section 406). If the Trustee
requests, instructions to pay benefits shall be made by the Committee on forms
prepared by the Trustee to include any or all of the above representations. The
Trustee shall be fully protected in relying on the truth of any such
representation by the Committee and shall have no duty to investigate whether
such representations are correct or to see to the application of any amounts
paid to and received by the recipient.

                                       10
<PAGE>
      5.3 Plan Change In the event of an amendment, merger, division, or
          -----------
termination of the Plan, the Trustee shall continue to disburse funds and to
take other proper actions in accordance with the instructions of the Committee.

      Section 6. Change of Trustee
                 -----------------

      The Bank may at any time remove any person or entity serving as a Trustee
hereunder by giving to such person or entity written notice of removal and, if
applicable, the name and address of the successor trustee. Any person or entity
serving as a Trustee hereunder may resign at any time by giving written notice
to the Bank. Any such removal or resignation shall take effect within 30 days
after notice has been given by the Trustee or by the Bank, as the case may be.
Within those 30 days, the removed or resigned Trustee shall transfer, pay over
and deliver any portion of the Trust Fund in its possession or control (less an
appropriate reserve for any unpaid fees, expenses, and liabilities) and all
pertinent records to the successor or remaining trustee; provided, however, that
any assets which are invested in a collective fund or in some other manner which
prevents their immediate transfer shall be transferred and delivered to the
successor trustee as soon as may be practicable. Thereafter, the removed or
resigned Trustee shall have no liability for the Trust Fund or for its
administration by the successor or remaining trustee, but shall render an
accounting to the Committee of its administration of the Trust Fund through the
date on which its Trusteeship shall have been terminated. The Bank may also,
upon 30 days' notice to each person currently serving as a trustee, appoint one
or more persons to serve as co-Trustee hereunder.

      Section 7. Miscellaneous
                 -------------

      7.1 Right to Amend This Trust Agreement may be amended from time to time
          --------------
by an instrument executed by the Bank; provided, however, that any amendment
affecting the powers, duties or liabilities of the Trustee must be approved by
the Trustee, and provided, further, that no amendment may divert any portion of
the Trust Fund to purposes other than the exclusive benefit of the Participants
and their Beneficiaries prior to the satisfaction of all liabilities for
benefits. Any amendment shall apply to the Trust Fund as constituted at the time
of the amendment as well as to that portion of the Trust Fund which is
subsequently acquired.

      7.2 Compliance with ERISA In the exercise of its powers and the
          ---------------------
performance of its duties, the Trustee shall act in good faith and in accordance
with the applicable requirements under ERISA. Except as may be otherwise
required by ERISA, the Trustee shall not be required to furnish any bond in any
jurisdiction for the performance of their duties and, if a bond is required
despite this provision, no surety shall be required on it.

      7.3 Nonresponsibility for Funding The Trustee shall be under no duty to
          -----------------------------
enforce the payment of any contributions and shall not be responsible for the
adequacy of the Trust Fund to satisfy any obligations for benefits, expenses,
and liabilities under the Plan.

                                       11
<PAGE>
      7.4 Reports The Trustees shall file any report which they are required by
          -------
law to file with any governmental authority with respect to this Trust, and the
Committee shall furnish to the Trustee whatever information is necessary to
prepare the report.

      7.5 Dealings with the Trustee Persons dealing with the Trustee, including,
          -------------------------
but not limited to, banks, brokers, dealers, and insurers, shall be under no
obligation to inquire concerning the validity of anything which the Trustee
purports to do, nor need any person see to the proper application of any money
paid or any property transferred upon the order of the Trustee or to inquire
into the Trustee's authority as to any transaction.

      7.6 Limitation Upon Responsibilities The Trustee shall have no
          --------------------------------
responsibilities with respect to the Plan or Trust other than those specifically
enumerated or explicitly allocated to it under this Trust Agreement or the
provisions of ERISA. All other responsibilities are retained and shall be
performed by one or more of the Employer, the Committee, and such advisors or
agents as they choose to engage.

      The Trustee may execute any of the trusts or powers hereof and perform any
of its duties by or through attorneys, agents, receivers or employees and shall
not be answerable for the conduct of the same if chosen with reasonable care and
shall be entitled to advice of counsel concerning all matters of trust hereof
and the duties hereunder, and may in all cases pay such reasonable compensation
to all such attorneys, agents, receivers and employees as may reasonably be
employed in connection with the trusts hereof. The Trustee may act upon the
opinion or advice of any attorney (who may be the attorney for the Trustee or
attorney for the Committee), approved by the Trustee in the exercise of
reasonable care. The Trustee shall not be responsible for any loss or damage
resulting from any action or non-action in good faith in reliance upon such
opinion or advice.

      The Trustee shall be protected in acting upon any notice, request,
consent, certificate, order, affidavit, letter, telegram or other paper or
document believed to be genuine and correct and to have been signed or sent by
the proper person or persons, and the Trustee shall be under no duty to make any
investigation or inquiry as to any statement contained in any such writing but
may accept the same as conclusive evidence of the truth and accuracy of the
statements therein contained.

      The Trustee shall not be liable for other than their gross negligence or
willful misconduct. Except in the case of gross negligence or wilful misconduct
on the part of the Trustee, the Trustee in its corporate capacity shall not be
liable for claims of any persons in any manner regarding the Plan; such claims
shall be limited to the Trust Fund. Unless the Trustee participates knowingly
in, or knowingly undertakes to conceal, an act or omission of the Committee or
any other fiduciary, knowing such act or omission to be a breach of fiduciary
responsibility, the Trustee shall be under no liability for any loss of any kind
which may result by reason of such act or omission.

                                       12
<PAGE>
      Before taking any action hereunder at the request or direction of the
Committee, the Trustee may require that indemnity in form and amount
satisfactory to the Trustee be furnished for the reimbursement of any and all
costs and expenses to which they may be put including, without limitation,
reasonable attorneys' fees and to protect them against all liability, except
liability which is adjudicated to have resulted from the gross negligence or
willful misconduct of the Trustee by reason of any action so taken.

      No provision of this Trust Agreement shall require the Trustee to expend
or risk their own funds or otherwise incur any financial liability in the
performance of any of their duties hereunder, or in the exercise of any of their
rights or powers, if they shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to them.

      7.7 Qualification of the Plan and Trust The Trustee shall be fully
          -----------------------------------
protected in assuming that the Plan and Trust meet the requirements of Code
Sections 401 and 501, respectively, and all the applicable provisions of ERISA,
unless they are advised to the contrary in writing by the Committee or a
governmental agency.

      7.8 Party in Interest Information The Employer shall provide the Trustee
          -----------------
with such information concerning the relationship between any person or
organization and the Plan as the Trustee reasonably requests in order to
determine whether such person or organization is a party in interest with
respect to the Plan within the meaning of ERISA Section 3(14).

      7.9 Disputes If a dispute arises as to the payment of any funds or
          --------
delivery of any assets by the Trustee, the Trustee may withhold such payment or
delivery until the dispute is determined by a court of competent jurisdiction or
finally settled in writing by the parties concerned.

      7.10 Successor Trustee This Trust Agreement shall apply to any person who
           -----------------
shall be appointed to succeed the person currently appointed as the Trustee; and
any reference herein to the Trustee shall be deemed to include any one or more
individuals or corporations or any combination thereof who or which have at any
time acted as a co-trustee or as the sole trustee.

      7.11 Governing State Law This Trust Agreement shall be interpreted in
           -------------------
accordance with the laws of the State of Connecticut to the extent those laws
may be applicable under the provisions of ERISA.

                                       13
<PAGE>
      IN WITNESS WHEREOF, the parties hereto have executed this Trust Agreement
as of the day and year first above written.

ATTEST:                                    NAUGATUCK VALLEY SAVINGS AND LOAN


                                           By:
----------------------------------            ---------------------------------
                                              For the Entire Board of Directors

ATTEST:                                       ______________________, as TRUSTEE


                                              __________________________________
----------------------------------



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