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                                                                    EXHIBIT 10.1



                          CLIFTON SAVINGS BANK, S.L.A.

                          EMPLOYEE STOCK OWNERSHIP PLAN

                         EFFECTIVE AS OF JANUARY 1, 2004


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                          CLIFTON SAVINGS BANK, S.L.A.
                          EMPLOYEE STOCK OWNERSHIP PLAN
                                  CERTIFICATION

     I, John A. Celentano, Jr., Chairman of the Board of Clifton Savings Bank,
S.L.A., hereby certify that the attached Clifton Savings Bank, S.L.A. Employee
Stock Ownership Plan, effective January 1, 2004, was adopted at a duly held
meeting of the Board of Directors of the Bank.



ATTEST:                                     CLIFTON SAVINGS BANK, S.L.A.




/s/ Christine Piano                         By: /s/ John A. Celentano, Jr.
------------------------                        -----------------------------
Christine Piano                                 John A. Celentano, Jr.
                                                Chairman of the Board



                                            Date: February 17, 2004


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                          CLIFTON SAVINGS BANK, S.L.A.
                          EMPLOYEE STOCK OWNERSHIP PLAN

                                TABLE OF CONTENTS


Section 1 - Introduction.......................................................1

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

Section 3 - Eligibility and Participation.....................................10

Section 4 - Contributions.....................................................12

Section 5 - Plan Accounting...................................................15

Section 6 - Vesting and Forfeitures...........................................22

Section 7 - Distributions.....................................................25

Section 8 - Voting of Company Stock and Tender Offers.........................30

Section 9 - The Committee and Plan Administration.............................31

Section 10 - Rules Governing Benefit Claims ..................................35

Section 11 - The Trust........................................................36

Section 12 - Adoption, Amendment and Termination..............................37

Section 13 - General Provisions...............................................39

Section 14 - Top-Heavy Provisions.............................................41





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                          CLIFTON SAVINGS BANK, S.L.A.
                          EMPLOYEE STOCK OWNERSHIP PLAN

                                    SECTION 1
                                  INTRODUCTION

SECTION 1.01    NATURE OF THE PLAN.
                ------------------

Effective as of January 1, 2004, (the "Effective Date"), Clifton Savings Bank,
S.L.A. (the "Bank") hereby establishes the Clifton Savings Bank, S.L.A. Employee
Stock Ownership Plan (the "Plan") to enable Eligible Employees (as defined in
Section 2.01(p) of the Plan) to acquire stock ownership interests in Clifton
Savings Bancorp, Inc. (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(nn) 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.

                                       1

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                                    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.

(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 Clifton Savings Bank, S.L.A., and any entity that succeeds
         to the business of Clifton Savings Bank, S.L.A. 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

                                       2

<PAGE> 6

                  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 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 Clifton Savings Bancorp, Inc. and any entity which
         succeeds to the business of Clifton Savings Bancorp, Inc.

(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:

                                       3

<PAGE> 7

(i)     an Employee's wages, salary, fees and other amounts defined as
        compensation in Section 415(c)(3) of the Code and Section 1.415-2(d)(2)
        and (3) of the Treasury Regulations, received for personal services
        actually rendered in the course of employment with an Employer for the
        calendar year. Compensation shall include commissions, overtime,
        bonuses, wage continuation payments to an Employee absent due to illness
        or disability of a short-term nature, and 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), and 402(e)(3) of the Code.
        Compensation shall further include deemed Section 125 compensation,
        amounts paid or reimbursed by the Employer for Employee moving expenses
        (to the extent not deductible by the Employee), and the value of any
        non-qualified stock option granted to an Employee by the Employer (to
        the extent includible in gross income in the year granted).

(ii)    Notwithstanding the above, Compensation shall not include contributions
        made by the Employer to any other pension, deferred compensation,
        welfare or other employee benefit plan, amounts realized from the
        exercise of a non-qualified stock option or the sale of a qualified
        stock option, and other amounts which receive special tax benefits.

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

(m)     "DISABILITY" means a physical or mental condition, determined after
        review of those medical reports deemed satisfactory for this purpose,
        which renders the Participant totally and permanently incapable of
        engaging in any substantial gainful employment based on the
        Participant's education, training and experience.

(n)     "EFFECTIVE DATE" means January 1, 2004.

(o)     "ELIGIBILITY COMPUTATION PERIOD" means a twelve (12) consecutive month
        period. An Employee's first Eligibility commencement period shall begin
        on the date he first performs an Hour of Service for the Employer (i.e.,
        "employment commencement date"). Subsequent Eligibility Computation
        Periods shall be the Plan Year, commencing with the first Plan Year that
        includes the first anniversary date of the Employee's employment
        commencement date. To determine the first Eligibility Computation Period
        after a One

                                       4

<PAGE> 8

        Year Break in Service, the Plan shall use the twelve (12) consecutive
        month period beginning on the date the Employee again performs an Hour
        of Service for the Employer.

(p)     "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.

(q)     "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.

(r)     "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.

(s)     "ENTRY DATE" means the first day of each January and July coinciding
        with or next following the date the Employee satisfies the requirements
        under Section 3.01 of the Plan.

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

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

(v)     "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.

(w)     "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).

(x)     "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.

                                       5

<PAGE> 9


        (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 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

                                       6

<PAGE> 10


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.

(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 age 65.

(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 Clifton Savings Bank, S.L.A. Employee Stock Ownership
         Plan, as amended from time to time.

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

(gg)     "POSTPONED 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.

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

                                       7

<PAGE> 11


         (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.

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

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

(kk)     "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.

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

(mm)     "TRUST" means the Clifton Savings Bank, S.L.A. Employee Stock Ownership
         Plan Trust created in connection with the establishment of the Plan.

                                       8
<PAGE> 12


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

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

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

(qq)     "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.

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

(ss)     "YEAR OF SERVICE" means an applicable 12 month period during which an
         Employee completes at least 1,000 Hours of Service.

                                       9
<PAGE> 13



                                    SECTION 3
                          ELIGIBILITY AND PARTICIPATION

SECTION 3.01    PARTICIPATION.
                -------------

(a)     All Eligible Employees who are employed by an Employer 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 performs an Hour of Service for an Employer.

(b)     An Eligible Employee who is 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 completed one Year of Service during an
             Eligibility Computation Period.

(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.

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)      "Leased Employees" who, pursuant to an agreement between the Employer
         and any other person, including a leasing organization, have performed
         services for the Employer (or for the Employer and related persons
         determined in accordance with Section 414(n)(6) of the Code) on a
         substantially full-time basis for a period of a least one (1) year, and
         such services are performed under the primary direction and control of
         the Employer;

                                       10

<PAGE> 14

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

(d)      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 if his prior employment
                with the Employer or Affiliate had been as an Eligible Employee.

(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 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.

                                       11

<PAGE> 15


                                    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.

                                       12

<PAGE> 16

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.

                                       13

<PAGE> 17

However, the amount to be returned shall be reduced to take account of any
adverse investment 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.


                                       14
<PAGE> 18


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

(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.

                                       15

<PAGE> 19


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 him that have not previously been
         charged;

(b)      Next, if Company Stock is purchased with assets from a Participant's
         Other Investments Account, the Participant's Other Investments Account
         shall be charged 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 an 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)     Other Investments Accounts will be allocated to Participants'
                Other Investments Accounts, pro rata, based on such 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.

(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.

                                       16
<PAGE> 20


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 or the Plan Year; or

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

(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.

                                       17
<PAGE> 21


(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 (including
Matching Contributions) 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.

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:

                                       18
<PAGE> 22

(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 Accounts 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 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

                                       19

<PAGE> 23

         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.

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 elections pursuant to this
paragraph, the Committee shall establish policies and procedures relating to
Participant elections and, if applicable, the reinvestment of cash

                                       20

<PAGE> 24

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 which are 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 such 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 such dividend is declared by the Company;
                and

         (ii)   Then, 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.

                                       21


<PAGE> 25


                                    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:

                Years of Service                         Vested Percentage
                ----------------                         -----------------

                Less than 1 Year                                 0%
                1 Year                                          20%
                2 Years                                         40%
                3 Years                                         60%
                4 Years                                         80%
                5 Years                                        100%

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

       (iii)    a Change in Control; or

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

                                       22
<PAGE> 26


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.

(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.

                                       23

<PAGE> 27


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.

                                       24
<PAGE> 28


                                    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 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 no later than the
April 1st of the later of:

                                       25

<PAGE> 29


        (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 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

                                       26
<PAGE> 30

         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 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
         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 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.

                                       27
<PAGE> 31


(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 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 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.

                                       28

<PAGE> 32

(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
         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, or (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.

                                       29

<PAGE> 33


                                    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 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.

                                       30

<PAGE> 34

                                    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 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.

                                       31
<PAGE> 35


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

                                       32
<PAGE> 36


         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

                                       33

<PAGE> 37

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 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.

                                       34

<PAGE> 38


                                   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;

(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

                                       35
<PAGE> 39

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 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

                                       36
<PAGE> 40

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
Clifton Savings Bank, S.L.A. 401(k) Savings 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 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

                                       37
<PAGE> 41


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 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.

                                       38
<PAGE> 42


                                   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.

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.

                                       39
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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 New Jersey 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 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.

                                       40

<PAGE> 44


                                   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
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.

If a Participant's vested interest in his Accounts is to be determined in a year
during which the Plan is a top-heavy plan, then it shall be based on the
following schedule:

                  Years of Service                   Vested Percentage
                  ----------------                   -----------------
                  Fewer than 3 years                           0%
                  3 or more years                            100%

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<PAGE> 45


The preceding provisions 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.