<PAGE>

                                                                    Exhibit 10.2

                        A. J. SMITH FEDERAL SAVINGS BANK

                          EMPLOYEE STOCK OWNERSHIP PLAN

                       (adopted effective January 1, 2001)

<PAGE>

                        A. J. SMITH FEDERAL SAVINGS BANK
                          EMPLOYEE STOCK OWNERSHIP PLAN


         This Employee Stock Ownership Plan, executed on the _______ day of
__________, 2001, by A. J. Smith Federal Savings Bank (the "Bank"),


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

         WHEREAS, the board of directors of the Bank has resolved to adopt an
employee stock ownership plan for eligible employees in accordance with the
terms and conditions presented to the directors;

         NOW, THEREFORE, the Bank hereby adopts the following Plan setting forth
the terms and conditions pertaining to contributions by the Employer and the
payment of benefits to Participants and Beneficiaries.

         IN WITNESS WHEREOF, the Bank has adopted this Plan and caused this
instrument to be executed by its duly authorized officers as of the above date.


ATTEST:


__________________________________              By:  ___________________________
Secretary                                            President

<PAGE>

                                 C 0 N T E N T S

<TABLE>
<CAPTION>
                                                                                Page No.
                                                                                --------
<S>                                                                             <C>
Section 1. Plan Identity ........................................................  -1-
           -------------

        1.1   Name ..............................................................  -1-
              ----
        1.2   Purpose ...........................................................  -1-
              -------
        1.3   Effective Date ....................................................  -1-
              --------------
        1.4   Fiscal Period .....................................................  -1-
              -------------
        1.5   Single Plan for All Employers .....................................  -1-
              -----------------------------
        1.6   Interpretation of Provisions ......................................  -1-
              ----------------------------

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

Section 3.    Eligibility for Participation .....................................  -7-
              -----------------------------
        3.1   Initial Eligibility ...............................................  -7-
              -------------------
        3.2   Definition of Eligibility Year ....................................  -7-
              ------------------------------
        3.3   Terminated Employees ..............................................  -7-
              --------------------
        3.4   Certain Employees Ineligible ......................................  -7-
              ----------------------------
        3.5   Participation and Reparticipation .................................  -7-
              ---------------------------------
        3.6   Omission of Eligible Employee .....................................  -7-
              -----------------------------
        3.7   Inclusion of Ineligible Employee ..................................  -8-
              --------------------------------

Section 4.    Contributions and Credits .........................................  -8-
              -------------------------
        4.1   Discretionary Contributions .......................................  -8-
              ---------------------------
        4.2   Contributions for Stock Obligations ...............................  -8-
              -----------------------------------
        4.3   Definitions Related to Contributions ..............................  -9-
              ------------------------------------
        4.4   Conditions as to Contributions ....................................  -9-
              ------------------------------

Section 5.    Limitations on Contributions and Allocations ......................  -9-
              --------------------------------------------
        5.1   Limitation on Annual Additions ....................................  -9-
              ------------------------------
        5.2   Effect of Limitations ............................................. -11-
              ---------------------
        5.3   Limitations as to Certain Participants ............................ -11-
              --------------------------------------
        5.4   Erroneous Allocations ............................................. -11-
              ---------------------

Section 6.    Trust Fund and Its Investment ..................................... -12-
              -----------------------------
        6.1   Creation of Trust Fund ............................................ -12-
              ----------------------
        6.2   Stock Fund and Investment Fund .................................... -12-
              ------------------------------
        6.3   Acquisition of Stock .............................................. -12-
              --------------------
        6.4   Participants' Option to Diversify ................................. -13-
              ---------------------------------

Section 7.    Voting Rights and Dividends on Stock .............................. -14-
              ------------------------------------
        7.1   Voting and Tendering of Stock ..................................... -14-
              ---------------------------------
        7.2   Dividends on Stock ................................................ -14-
              ----------------------
</TABLE>

                                      (i)

<PAGE>



                                                                        Page No.
                                                                        --------

                                      (ii)



<PAGE>

<TABLE>
<CAPTION>
                                                                                     Page No.
                                                                                     --------
<S>                                                                                   <C>
Section 8.    Adjustments to Accounts ................................................   -15-
              -----------------------
        8.1   Adjustments for Transactions ...........................................   -15-
              ----------------------------
        8.2   Valuation of Investment Fund ...........................................   -15-
              ----------------------------
        8.3   Adjustments for Investment Experience ..................................   -15-
              -------------------------------------

Section 9.    Vesting of Participants' Interests .....................................   -16-
              ----------------------------------
        9.1   Deferred Vesting in Accounts ...........................................   -16-
              ----------------------------
        9.2   Computation of Vesting Years ...........................................   -16-
              ----------------------------
        9.3   Full Vesting Upon Certain Events .......................................   -17-
              --------------------------------
        9.4   Full Vesting Upon Plan Termination .....................................   -17-
              ----------------------------------
        9.5   Forfeiture, Repayment, and Restoral ....................................   -18-
              -----------------------------------
        9.6   Accounting for Forfeitures .............................................   -18-
              --------------------------
        9.7   Vesting and Nonforfeitability ..........................................   -18-
              -----------------------------

Section 10.   Payment of Benefits ....................................................   -18-
              -------------------
        10.1  Benefits for Participants ..............................................   -18-
              -------------------------
        10.2  Time for Distribution ..................................................   -19-
              ---------------------
        10.3  Marital Status .........................................................   -20-
              --------------
        10.4  Delay in Benefit Determination .........................................   -20-
              ------------------------------
        10.5  Accounting for Benefit Payments ........................................   -20-
              -------------------------------
        10.6  Options to Receive and Sell Stock ......................................   -21-
              ---------------------------------
        10.7  Restrictions on Disposition of Stock ...................................   -22-
              ------------------------------------
        10.8  Continuing Loan Provisions; Creations of Protections and Rights ........   -22-
              ---------------------------------------------------------------
        10.9  Direct Rollover of Eligible Distribution ...............................   -22-
              ----------------------------------------
        10.10 Waiver of 30-Day Period After Notice of Distribution ...................   -23-
              ----------------------------------------------------

Section 11.   Rules Governing Benefit Claims and Review of Appeals ...................   -23-
              ----------------------------------------------------
        11.1  Claim for Benefits .....................................................   -23-
              ------------------
        11.2  Notification by Committee ..............................................   -23-
              -------------------------
        11.3  Claims Review Procedure ................................................   -23-
              -----------------------

Section 12.   The Committee and Its Functions ........................................   -24-
              -------------------------------
        12.1  Authority of Committee .................................................   -24-
              ----------------------
        12.2  Identity of Committee ..................................................   -24-
              ---------------------
        12.3  Duties of Committee ....................................................   -24-
              -------------------
        12.4  Valuation of Stock .....................................................   -25-
              ------------------
        12.5  Compliance with ERISA ..................................................   -25-
              ---------------------
        12.6  Action by Committee ....................................................   -25-
              -------------------
        12.7  Execution of Documents .................................................   -25-
              ----------------------
        12.8  Adoption of Rules ......................................................   -25-
              -----------------
        12.9  Responsibilities to Participants .......................................   -25-
              --------------------------------
        12.10 Alternative Payees in Event of Incapacity ..............................   -25-
              -----------------------------------------
        12.11 Indemnification by Employers ...........................................   -25-
              ----------------------------
        12.12 Nonparticipation by Interested Member ..................................   -26-
              -------------------------------------

Section 13.   Adoption, Amendment, or Termination of the Plan ........................   -26-
              -----------------------------------------------
</TABLE>

                                     (iii)

<PAGE>

<TABLE>
<CAPTION>
                                                                               Page No.
                                                                               --------
<S>                                                                              <C>
        13.1   Adoption of Plan by Other Employers .............................   -26-
               -----------------------------------
        13.2   Plan Adoption Subject to Qualification ..........................   -26-
               --------------------------------------
        13.3   Right to Amend or Terminate .....................................   -26-
               ---------------------------

Section 14.    Miscellaneous Provisions ........................................   -27-
               ------------------------
        14.1   Plan Creates No Employment Rights ...............................   -27-
               ---------------------------------
        14.2   Nonassignability of Benefits ....................................   -27-
               ----------------------------
        14.3   Limit of Employer Liability .....................................   -27-
               ---------------------------
        14.4   Treatment of Expenses ...........................................   -27-
               ---------------------
        14.5   Number and Gender ...............................................   -27-
               -----------------
        14.6   Nondiversion of Assets ..........................................   -27-
               ----------------------
        14.7   Separability of Provisions ......................................   -27-
               --------------------------
        14.8   Service of Process ..............................................   -28-
               ------------------
        14.9   Governing State Law .............................................   -28-
               -------------------
        14.10  Employer Contributions Conditioned on Deductibility .............   -28-
               ---------------------------------------------------
        14.11  Unclaimed Accounts ..............................................   -28-
               ------------------
        14.12  Qualified Domestic Relations Order ..............................   -28-
               ----------------------------------

Section 15.    Top-Heavy Provisions ............................................   -29-
               --------------------
        15.1   Top-Heavy Plan ..................................................   -29-
               --------------
        15.2   Super Top-Heavy Plan ............................................   -29-
               --------------------
        15.3   Definitions .....................................................   -30-
               -----------
        15.4   Top-Heavy Rules of Application ..................................   -31-
               ------------------------------
        15.5   Minimum Contributions ...........................................   -32-
               ---------------------
        15.6   Minimum Vesting .................................................   -33-
               ---------------
        15.7   Top-Heavy Provisions Control in Top-Heavy Plan ..................   -33-
               ----------------------------------------------
</TABLE>

                                      (iv)

<PAGE>

                        A. J. SMITH FEDERAL SAVINGS BANK
                          EMPLOYEE STOCK OWNERSHIP PLAN

Section 1.  Plan Identity.
            -------------

     1.1  Name. The name of this Plan is "A. J. Smith Federal Savings Bank
          ----
Employee Stock Ownership Plan."

     1.2  Purpose. The purpose of this Plan is to describe the terms and
          -------
conditions under which contributions made pursuant to the Plan will be credited
and paid to the Participants and their Beneficiaries.

     1.3 Effective Date. The Effective Date of this Plan is ____________ __,
         --------------
2001.

     1.4  Fiscal Period. This Plan shall be operated on the basis of a January 1
          -------------
to December 31 fiscal year for the purpose of keeping the Plan's books and
records and distributing or filing any reports or returns required by law.

     1.5  Single Plan for All Employers. This Plan shall be treated as a single
          -----------------------------
plan with respect to all participating Employers for the purpose of crediting
contributions and forfeitures and distributing benefits, determining whether
there has been any termination of Service, and applying the limitations set
forth in Section 5.

     1.6  Interpretation of Provisions. The Employers intend this Plan and the
          ----------------------------
Trust to be a qualified stock bonus plan under Section 401(a) of the Code and an
employee stock ownership plan within the meaning of Section 407(d)(6) of ERISA
and Section 4975(e)(7) of the Code. The Plan is intended to have its assets
invested primarily in qualifying employer securities of one or more Employers
within the meaning of Section 407(d)(3) of ERISA, and to satisfy any requirement
under ERISA or the Code applicable to such a plan.

     Accordingly, the Plan and Trust Agreement shall be interpreted and applied
in a manner consistent with this intent and shall be administered at all times
and in all respects in a nondiscriminatory manner.

Section 2.  Definitions.
            -----------
     The following capitalized words and phrases shall have the meanings
specified when used in this Plan and in the Trust Agreement, unless the context
clearly indicates otherwise:

     "Account" means a Participant's interest in the assets accumulated under
this Plan as expressed in terms of a separate account balance which is
periodically adjusted to reflect his Employer's contributions, the Plan's
investment experience, and distributions and forfeitures.

     "Active Participant" means any Employee who has satisfied the eligibility
requirements of Section 3 and who qualifies as an Active Participant for a
particular Plan Year under Section 4.3.

     "Bank" means A. J. Smith Federal Savings Bank and any entity which succeeds
to the business of A. J. Smith Federal Savings Bank and adopts this Plan as its
own pursuant to Section 13.2.

     "Beneficiary" means the person or persons who are designated by a
Participant to receive benefits payable under the Plan on the Participant's
death. In the absence of any designation or if all the designated


<PAGE>


Beneficiaries shall die before the Participant dies or shall die before all
benefits have been paid, the Participant's Beneficiary shall be his surviving
Spouse, if any, or his estate if he is not survived by a Spouse. The Committee
may rely upon the advice of the Participant's executor or administrator as to
the identity of the Participant's Spouse.

     "Break in Service" means any Plan Year, or, for the initial eligibility
computation period under Section 3.2, the 12-consecutive month period beginning
on the first day of which an Employee has an Hour of Service, in which an
Employee has 500 or fewer Hours of Service. Solely for this purpose, an Employee
shall be considered employed for his normal hours of paid employment during a
Recognized Absence (said Employee shall not be credited with more than 501 Hours
of Service to avoid a Break in Service), unless he does not resume his Service
at the end of the Recognized Absence. Further, if an Employee is absent for any
period beginning on or after January 1, 1985, (i) by reason of the Employee's
pregnancy, (ii) by reason of the birth of the Employee's child, (iii) by reason
of the placement of a child with the Employee in connection with the Employee's
adoption of the child, or (iv) for purposes of caring for such child for a
period beginning immediately after such birth or placement, the Employee shall
be credited with the Hours of Service which would normally have been credited
but for such absence, up to a maximum of 501 Hours of Service.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Committee" means the committee responsible for the administration of this
Plan in accordance with Section 12.

     "Company" means AJS Bancorp, Inc.

     "Disability" means only a disability which renders the Participant totally
unable, as a result of bodily or mental disease or injury, to perform any duties
for an Employer for which he is reasonably fitted, which disability is expected
to be permanent or of long and indefinite duration. However, this term shall not
include any disability directly or indirectly resulting from or related to
habitual drunkenness or addiction to narcotics, a criminal act or attempt,
service in the armed forces of any country, an act of war, declared or
undeclared, any injury or disease occurring while compensation to the
Participant is suspended, or any injury which is intentionally self-inflicted.
Further, this term shall apply only if (i) the Participant is sufficiently
disabled to qualify for the payment of disability benefits under the federal
Social Security Act or Veterans Disability Act, or (ii) the Participant's
disability is certified by a physician selected by the Committee. Unless the
Participant is sufficiently disabled to qualify for disability benefits under
the federal Social Security Act or Veterans Disability Act, the Committee may
require the Participant to be appropriately examined from time to time by one or
more physicians chosen by the Committee, and no Participant who refuses to be
examined shall be treated as having a Disability. In any event, the Committee's
good faith decision as to whether a Participant's Service has been terminated by
Disability shall be final and conclusive.

     "Early Retirement" means retirement on or after a Participant's attainment
of age 55 and the completion of fifteen years of employment with an Employer. If
the Participant terminates employment before satisfying the age requirement, but
has satisfied the employment requirement, the Participant will be entitled to
elect early retirement upon satisfaction of the age requirement.

                                       -2-

<PAGE>

     "Effective Date" means _____________ __, 2001.



     "Employee" means any individual who is or has been employed or
self-employed by an Employer. "Employee" also means an individual employed by a
leasing organization who, pursuant to an agreement between an Employer and the
leasing organization, has performed services for the Employer and any related
persons (within the meaning of Section 414(n)(6) of the Code) on a substantially
full-time basis for more than one year, if such services are performed under the
primary direction or control of the Employer. However, such a "leased employee"
shall not be considered an Employee if (i) he participates in a money purchase
pension plan sponsored by the leasing organization which provides for immediate
participation, immediate full vesting, and an annual contribution of at least 10
percent of the Employee's 415 Compensation, and (ii) leased employees do not
constitute more than 20 percent of the Employer's total work force (including
leased employees, but excluding Highly Paid Employees and any other Employees
who have not performed services for the Employer on a substantially full-time
basis for at least one year).

     "Employer" means the Bank or any affiliate within the purview of section
414(b), (c) or (m) and 415(h) of the Code, any other corporation, partnership,
or proprietorship which adopts this Plan with the Bank's consent pursuant to
Section 13.1, and any entity which succeeds to the business of any Employer and
adopts the Plan pursuant to Section 13.2.

     "Entry Date" means the Effective Date of the Plan and each January 1 and
July 1 of each Plan Year after the Effective Date.

     "ERISA" means the Employee Retirement Income Security Act of 1974 (P.L.
93-406, as amended).

     "415 Compensation"

          (a)  shall mean wages, as defined in Code Section 3401(a) for purposes
     of income tax withholding at the source.

          (b)  Any elective deferral as defined in Code Section 402(g)(3) (any
     Employer contributions made on behalf of a Participant to the extent not
     includible in gross income and any Employer contributions to purchase an
     annuity contract under Code Section 403(b) under a salary reduction
     agreement) and any amount which is contributed or deferred by the Employer
     at the election of the Participant and which is not includible in gross
     income of the Participant by reason of Code Section 125 (Cafeteria Plan)
     shall also be included in the definition of 415 Compensation.

          (c)  415 Compensation in excess of $170,000 (as indexed) shall be
     disregarded for all Participants. For purposes of this sub-section, the
     $170,000 limit shall be referred to as the "applicable limit" for the Plan
     Year in question. The $170,000 limit shall be adjusted for increases in the
     cost of living in accordance with Section 401(a)(17)(B) of the Code,
     effective for the Plan Year which begins within the applicable calendar
     year. For purposes of the applicable limit, 415 Compensation shall be
     prorated over short Plan Years.

          "Highly Paid Employee" for any Plan Year means an Employee who, during
     either of that or the immediately preceding Plan Year was at any time a
     five percent owner of the Employer (as defined in

                                       -3-

<PAGE>

Code Section 416(i)(1)) or, during the immediately preceding Plan Year, had 415
Compensation exceeding $80,000 ($85,000 in 2000) and was among the most highly
compensated one-fifth of all Employees. For this purpose:

          (a)  "415 Compensation" shall include any amount which is excludable
     from the Employee's gross income for tax purposes pursuant to Sections 125,
     402(a)(8), 402(h)(1)(B), or 403(b) of the Code.

          (b)  The number of Employees in "the most highly compensated one-fifth
     of all Employees" shall be determined by taking into account all
     individuals working for all related Employer entities described in the
     definition of "Service", but excluding any individual who has not completed
     six months of Service, who normally works fewer than 17-1/2 hours per week
     or in fewer than six months per year, who has not reached age 18, whose
     employment is covered by a collective bargaining agreement, or who is a
     nonresident alien who receives no earned income from United States sources.

     "Hours of Service" means hours to be credited to an Employee under the
following rules:

          (a)  Each hour for which an Employee is paid or is entitled to be paid
     for services to an Employer is an Hour of Service.

          (b)  Each hour for which an Employee is directly or indirectly paid or
     is entitled to be paid for a period of vacation, holidays, illness,
     disability, lay-off, jury duty, temporary military duty, or leave of
     absence is an Hour of Service. However, except as otherwise specifically
     provided, no more than 501 Hours of Service shall be credited for any
     single continuous period which an Employee performs no duties. No more than
     501 Hours of Service will be credited under this paragraph for any single
     continuous period (whether or not such period occurs in a single
     computation period). Further, no Hours of Service shall be credited on
     account of payments made solely under a plan maintained to comply with
     worker's compensation, unemployment compensation, or disability insurance
     laws, or to reimburse an Employee for medical expenses.

          (c)  Each hour for which back pay (ignoring any mitigation of damages)
     is either awarded or agreed to by an Employer is an Hour of Service.
     However, no more than 501 Hours of Service shall be credited for any single
     continuous period during which an Employee would not have performed any
     duties. The same Hours of Service will not be credited both under paragraph
     (a) or (b) as the case may be, and under this paragraph (c). These hours
     will be credited to the employee for the computation period or periods to
     which the award or agreement pertains rather than the computation period in
     which the award agreement or payment is made.

          (d)  Hours of Service shall be credited in any one period only under
     one of the foregoing paragraphs (a), (b) and (c); an Employee may not get
     double credit for the same period.

          (e)  If an Employer finds it impractical to count the 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 pay period in which he has at least one Hour of Service. However, an
     Employee shall be credited only for his normal working hours during a paid
     absence.

                                       -4-

<PAGE>

          (f)  Hours of Service to be credited on account of a payment to an
     Employee (including back pay) shall be recorded in the period of Service
     for which the payment was made. If the period overlaps two or more Plan
     Years, the Hours of Service credit shall be allocated in proportion to the
     respective portions of the period included in the several Plan Years.
     However, in the case of periods of 31 days or less, the Administrator may
     apply a uniform policy of crediting the Hours of Service to either the
     first Plan Year or the second.

          (g)  In all respects an Employee's Hours of Service shall be counted
     as required by Section 2530.200b-2(b) and (c) of the Department of Labor's
     regulations under Title I of ERISA

     "Investment Fund" means that portion of the Trust Fund consisting of assets
other than Stock. Notwithstanding the above, assets from the Investment Fund may
be used to purchase Stock in the open market or otherwise, or used to pay on the
Stock Obligation, and shares so purchased will be allocated to a Participant's
Stock Fund.

     "Normal Retirement" means retirement on or after the Participant's Normal
Retirement Date.

     "Normal Retirement Date" means the the later of (i) the date on which a
Participant attains age 65 and (ii) the 5th anniversary of the time a
Participant commenced participation in the Plan.

     "Participant" means any Employee who is participating in the Plan, or who
has previously participated in the Plan and still has a balance credited to his
Account.

     "Plan Year" means the twelve month period commencing January 1 and ending
December 31 each year.

     "Recognized Absence" means a period for which --

          (a)  an Employer grants an Employee a leave of absence for a limited
     period, but only if an Employer grants such leave on a nondiscriminatory
     basis; or

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

          (c)  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 (38 U.S.C. Sec. 2021).

     "Service" means an Employee's period(s) of employment or self-employment
with an Employer, excluding for initial eligibility purposes any period in which
the individual was a nonresident alien and did not receive from an Employer any
earned income which constituted income from sources within the United States. An
Employee's Service shall include any Service which constitutes Service with a
predecessor Employer within the meaning of Section 414(a) of the Code. An
Employee's Service shall also include any Service with an entity which is not an
Employer, but only either (i) for a period after 1975 in which the other entity
is a member of a controlled group of corporations or is under common control
with other trades and businesses within the meaning of Section 414(b) or 414(c)
of the Code, and a member of the controlled group or one of the trades and
businesses is an Employer, (ii) for a period after 1979 in which

                                       -5-

<PAGE>

the other entity is a member of an affiliated service group within the meaning
of Section 414(m) of the Code, and a member of the affiliated service group is
an Employer, or (iii) all Employers aggregated with the Employer under Section
414(o) of the Code (but not until the Proposed Regulations under Section 414(o)
become effective). Notwithstanding any 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.

     "Spouse" means the individual, if any, to whom a Participant is lawfully
married on the date benefit payments to the Participant are to begin, or on the
date of the Participant's death, if earlier. A former Spouse shall be treated as
the Spouse or surviving Spouse to the extent provided under a qualified domestic
relations order as described in section 414(p) of the Code.

     "Stock" means shares of the Company's voting common stock or preferred
stock meeting the requirements of Section 409(e)(3) of the Code issued by an
Employer which is a member of the same controlled group of corporations within
the meaning of Code Section 414(b).

     "Stock Fund" means that portion of the Trust Fund consisting of Stock.

     "Stock Obligation" means an indebtedness arising from any extension of
credit to the Plan or the Trust which satisfies the requirements set forth in
Section 6.3 and which was obtained for any or all of the following purposes:

          (i)     to acquire qualifying Employer securities as defined in
                  Treasury Regulationsss. 54.4975-12;

          (ii)    to repay such Stock Obligation; or

          (iii)   to repay a prior exempt loan.

     "Trust" or "Trust Fund" means the trust fund created under this Plan.

     "Trust Agreement" means the agreement between the Bank and the Trustee
concerning the Trust Fund. If any assets of the Trust Fund are held in a
co-mingled trust fund with assets of other qualified retirement plans, "Trust
Agreement" shall be deemed to include the trust agreement governing that
co-mingled trust fund. With respect to the allocation of investment
responsibility for the assets of the Trust Fund, the provisions of Article II of
the Trust Agreement are incorporated herein by reference.

     "Trustee" means one or more corporate persons or individuals selected from
time to time by the Bank to serve as trustee or co-trustees of the Trust Fund.

     "Unallocated Stock Fund" means that portion of the Stock Fund consisting of
the Plan's holding of Stock which have been acquired in exchange for one or more
Stock obligations and which have not yet been allocated to the Participant's
Accounts in accordance with Section 4.2.

                                       -6-

<PAGE>

         "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
Investment Fund and adjust the Participants' Accounts accordingly.

         "Valuation Period" means the period following a Valuation Date and
ending with the next Valuation Date.

         "Vesting Year" means a unit of Service credited to a Participant
pursuant to Section 9.2 for purposes of determining his vested interest in his
Account.

Section 3.        Eligibility for Participation.
                  ------------------------------

         3.1      Initial Eligibility.  An Employee shall enter the Plan as of
                  -------------------
the Entry Date coincident with or next following the later of the following
dates:

                  (a)  the last day of the Employee's first Eligibility Year,
         and

                  (b)  the Employee's 18th birthday. However, if an Employee is
         not in active Service with an Employer on the date he would otherwise
         first enter the Plan, his entry shall be deferred until the next day he
         is in Service. Employees shall be entitled to full credit for each year
         of prior Service (in which 1,000 Hours of Service are performed) with a
         subsidiary of the Employer for purposes of determining eligibility for
         participation and vesting, but not for benefit accruals in the Plan,
         subject to Break in Service rules.

         3.2      Definition of Eligibility Year. An "Eligibility Year" means an
                  ------------------------------
applicable eligibility period (as defined below) in which the Employee has
completed 1,000 Hours of Service for the Employer.  For this purpose:

                  (a)  an Employee's first  "eligibility  period" is the
         12-consecutive  month period beginning on the first day on which he has
         an Hour of Service, and

                  (b)  his subsequent eligibility periods will be 12-consecutive
         month periods beginning on each January 1 after that first day of
         Service.

         3.3      Terminated Employees. No Employee shall have any interest or
                  --------------------
rights under this Plan if he is never in active Service with an Employer on or
after the Effective Date.

         3.4      Certain Employees Ineligible. No Employee shall participate in
                  ----------------------------
the Plan while his Service is covered by a collective bargaining agreement
between an 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 provide for the Employee's participation in the Plan.

         3.5      Participation  and  Reparticipation.  Subject to the
                  -----------------------------------
satisfaction of the foregoing requirements, an Employee shall participate in the
Plan during each period of his Service from the date on which he first becomes
eligible until his termination. For this purpose, an Employee who returns before

                                       -7-

<PAGE>



five (5) consecutive Breaks in Service who previously satisfied the initial
eligibility requirements or who returns after five (5) consecutive one year
Breaks in Service with a vested Account balance in the Plan shall re-enter the
Plan as of the date of his return to Service with an Employer.

        3.6   Omission of Eligible Employee. If, in any Plan Year, any Employee
              -----------------------------
who should be included as a Participant in the Plan is erroneously omitted and
discovery of such omission is not made until after a contribution by his
Employer for the year has been made, the Employer shall make a subsequent
contribution with respect to the omitted Employee in the amount which the said
Employer would have contributed shall be made regardless of whether or not it is
deductible in whole or in part in any taxable year under applicable provisions
of the Code.

        3.7   Inclusion of Ineligible Employee. If, in any Plan Year, any
              --------------------------------
person who should not have been included as a Participant in the Plan is
erroneously included and discovery of such incorrect inclusion is not made until
after a contribution for the year has been made, the Employer shall not be
entitled to recover the contribution made with respect to the ineligible person
regardless of whether or not a deduction is allowable with respect to the
ineligible person shall constitute a forfeiture for the Plan Year in which the
discovery is made.

Section 4.    Contributions and Credits.
              -------------------------

        4.1   Discretionary Contributions. The Employer shall from time to
              ---------------------------
time contribute, with respect to a Plan Year, such amounts as it may determine
from time to time. The Employer shall have no obligation to contribute any
amount under this Plan except as so determined in its sole discretion. The
Employer's contributions and available forfeitures for a Plan Year shall be
credited as of the last day of the year to the Accounts of the Active
Participants in proportion to their amounts of 415 Compensation. For purposes of
allocations, a Participant's 415 Compensation shall include only the 415
Compensation for the portion of the year during which the individual was a
Participant.

        4.2   Contributions for Stock Obligations. If the Trustee, upon
              -----------------------------------
instructions from the Committee, incurs any Stock Obligation upon the purchase
of Stock, the Employer may contribute for each Plan Year an amount sufficient to
cover all payments of principal and interest as they come due under the terms of
the Stock Obligation. If there is more than one Stock Obligation, the Employer
shall designate the one to which any contribution is to be applied. Investment
earnings realized on Employer contributions and any dividends paid by the
Employer on Stock held in the Unallocated Stock Account, shall be applied to the
Stock Obligation related to that Stock, subject to Section 7.2.

         In each Plan Year in which Employer contributions, earnings on
contributions, or dividends on unallocated Stock are used as payments under a
Stock Obligation, a certain number of shares of the Stock acquired with that
Stock Obligation which is then held in the Unallocated Stock Fund shall be
released for allocation among the Participants. The number of shares released
shall bear the same ratio to the total number of those shares then held in the
Unallocated Stock Fund (prior to the release) as (i) the principal and interest
payments made on the Stock Obligation in the current Plan Year bears to (ii) the
sum of (i) above, and the remaining principal and interest payments required (or
projected to be required on the basis of the interest rate in effect at the end
of the Plan Year) to satisfy the Stock Obligation.

                                       -8-

<PAGE>

         At the direction of the Committee, the current and projected payments
of interest under a Stock Obligation may be ignored in calculating the number of
shares to be released in each year if (i) the Stock Obligation provides for
annual payments of principal and interest at a cumulative rate that is not less
rapid at any time than level annual payments of such amounts for 10 years, (ii)
the interest included in any payment is ignored only to the extent that it would
be determined to be interest under standard loan amortization tables, and (iii)
the term of the Stock Obligation, by reason of renewal, extension, or
refinancing, has not exceeded 10 years from the original acquisition of the
Stock.

                                       -9-

<PAGE>

        4.3    Definitions Related to Contributions. For the purposes of this
               ------------------------------------
Plan, the following terms have the meanings specified:


        "Active Participant" means a Participant who has satisfied the
eligibility requirements under Section 3 and who has at least 1000 Hours of
Service during the current Plan Year. However, a Participant shall not qualify
as an Active Participant unless (i) he is in active Service with an Employer as
of the last day of the Plan Year, or (ii) he is on a Recognized Absence as of
that date, or (iii) his Service terminated during the Plan Year by reason of
Disability, death, Early or Normal Retirement.

        In the event a Plan Year is a period of less than 12 months for any
reason, then 415 Compensation for the short period shall not exceed the pro rata
portion of this limit created by multiplying a fraction which is the number of
months in the short period divided by twelve times the annual compensation
limit.

        4.4 Conditions as to Contributions. Employers' contributions shall in
            ------------------------------
all events be subject to the limitations set forth in Section 5. Contributions
may be made in the form of cash, or securities and other property to the extent
permissible under ERISA, including Stock, and shall be held by the Trustee in
accordance with the Trust Agreement. In addition to the provisions of Section
13.3 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
contribution was originally made, or within one year after its nondeductibility
has been finally determined. However, the amount to be returned shall be reduced
to take account of any adverse investment experience within the Trust Fund in
order that the balance credited to each Participant's Account is not less that
it would have been if the contribution had never been made.

Section 5.     Limitations on Contributions and Allocations.
               --------------------------------------------

        5.1    Limitation on Annual Additions.  Notwithstanding anything herein
               ------------------------------
to the contrary, allocation of Employer contributions for any Plan Year shall be
subject to the following:

               5.1-1 If allocation of Employer contributions in accordance
         with Section 4.1 will result in an allocation of more than one-third
         the total contributions for a Plan Year to the Accounts of Highly Paid
         Employees, then allocation of such amount shall be adjusted so that
         such excess will not occur.

               5.1-2 After adjustment, if any, required by the preceding
         paragraph, the annual additions during any Plan Year to any
         Participant's Account under this and any other defined contribution
         plans maintained by the Employer or an affiliate (within the purview of
         Section 414(b), (c) and (m) and Section 415(h) of the Code, which
         affiliate shall be deemed the Employer for this purpose) shall not
         exceed the lesser of $30,000 (or such other dollar amount which results
         from cost-of-living adjustments under Section 415(d) of the Code) or 25
         percent of the Participant's 415 Compensation for such limitation year.
         In the event that annual additions exceed the aforesaid limitations,
         they shall be reduced in the following priority:

                                      -10-

<PAGE>

                  (i)    Any excess amount at the end of the Plan Year that
         cannot be allocated to the Participant's Account shall be reallocated
         to the remaining Participants who are eligible for an allocation of
         Employer contributions for the Plan Year. The reallocation shall be
         made in accordance with Section 4.1 of the Plan as if the Participant
         whose Account otherwise would receive the excess amount is not eligible
         for an allocation of Employer contributions.

                  (ii)   If, as a result of the allocation of forfeitures, there
         is an excess annual addition with respect to a Participant for a
         limitation year and the Participant is covered by the Plan at the end
         of the Plan Year, any excess amount at the end of the Plan Year that
         cannot be allocated to the Participant's Account shall be used to
         reduce the Employer contributions for the Participant in the next
         limitation year and any succeeding limitation years if necessary.

                  (iii)  If the Participant is not covered by the Plan at the
         end of the Plan Year, the excess amount will be held unallocated in a
         suspense account. The suspense account will be applied to reduce future
         Employer contributions for all remaining Participants in the next
         limitation year and each succeeding limitation year if necessary.

                  (iv)   If a suspense account is in existence at any time
         during a limitation year, it will not participate in any allocation of
         investment gains and losses. All amounts held in suspense accounts must
         be allocated to Participant's Accounts before any contributions may be
         made to the Plan for the limitation year.

                  (v)    If a suspense account exists at the time of Plan
         termination, amounts held in the suspense account that cannot be
         allocated shall revert to the Employer.

                  5.1-3  For purposes of this Section 5.1, the "annual addition"
         to a Participant's Accounts means the sum of (i) Employer
         contributions, (ii) Employee contributions, if any, and (iii)
         forfeitures. Annual additions to a defined contribution plan also
         include amounts allocated, after March 31, 1984, to an individual
         medical account, as defined in Section 415(l)(2) of the Internal
         Revenue Code, which is part of a pension or annuity plan maintained by
         the Employer, amounts derived from contributions paid or accrued after
         December 31, 1985, in taxable years ending after such date, which are
         attributable to post-retirement medical benefits allocated to the
         separate account of a Key Employee under a welfare benefit fund, as
         defined in Section 419A(d) of the Internal Revenue Code, maintained by
         the Employer. For these purposes, annual additions to a defined
         contribution plan shall not include the allocation of the excess
         amounts remaining in the Unallocated Stock Fund subsequent to a sale of
         stock from such fund in accordance with a transaction described in
         Section 8.1 of the Plan. The $30,000 limitations referred to shall, for
         each limitation year ending after 1988, be automatically adjusted to
         the new dollar limitations determined by the Commissioner of Internal
         Revenue for the calendar year beginning in that limitation year.

                  5.1-4  Notwithstanding the foregoing, if no more than one-
         third of the Employer contributions to the Plan for a year which are
         deductible under Section 404(a)(9) of the Code are allocated to Highly
         Paid Employees (within the meaning of Section 414(q) of the Internal
         Revenue Code), the limitations imposed herein shall not apply to:

                                       -11-

<PAGE>

               (i) forfeitures of Employer securities (within the meaning of
         Section 409 of the Code) under the Plan if such securities were
         acquired with the proceeds of a loan described in Section 404(a)(9)(A)
         of the Code), or

               (ii) Employer contributions to the Plan which are deductible
         under Section 404(a)(9)(B) and charged against a Participant's Account.

               5.1-5 If the Employer contributes amounts, on behalf of Employees
         covered by this Plan, to other "defined contribution plans" as defined
         in Section 3(34) of ERISA, the limitation on annual additions provided
         in this Section shall be applied to annual additions in the aggregate
         to this Plan and to such other plans. Reduction of annual additions,
         where required, shall be accomplished first by reductions under such
         other plan pursuant to the directions of the named Fiduciary for
         administration of such other plans or under priorities, if any,
         established under the terms of such other plans and then by allocating
         any remaining excess for this Plan in the manner and priority set out
         above with respect to this Plan.

               5.1-6 A limitation year shall mean each 12 consecutive month
period beginning each January 1.

         5.2   Effect of Limitations. The Committee shall take whatever action
               ---------------------
may be necessary from time to time to assure compliance with the limitations set
forth in Section 5.1. Specifically, the Committee shall see that each Employer
restrict its contributions for any Plan Year to an amount which, taking into
account the amount of available forfeitures, may be completely allocated to the
Participants consistent with those limitations. Where the limitations would
otherwise be exceeded by any Participant, further allocations to the Participant
shall be curtailed to the extent necessary to satisfy the limitations. Where an
excessive amount is contributed on account of a mistake as to one or more
Participants' compensation, or there is an amount of forfeitures which may not
be credited in the Plan Year in which it becomes available, the amount shall be
corrected in accordance with Section 5.1-2 of the Plan. If it is determined at
any time that the Committee and/or Trustee has erred in accepting and allocating
any contributions or forfeitures under this Plan, or in allocating net gain or
loss pursuant to Sections 8.2 and 8.3, then the Committee, in a uniform and
nondiscriminatory manner, shall determine the manner in which such error shall
be corrected and shall promptly advise the Trustee in writing of such error and
of the method for correcting such error. The Accounts of any or all Participants
may be revised, if necessary, in order to correct such error.

         5.3   Limitations as to Certain Participants. Aside from the
               --------------------------------------
limitations set forth in Section 5.1, if the Plan acquires any Stock in a
transaction as to which a selling shareholder or the estate of a deceased
shareholder is claiming the benefit of Section 1042 of the Code, the Committee
shall see that none of such Stock, and no other assets in lieu of such Stock,
are allocated to the Accounts of certain Participants in order to comply with
Section 409(n) of the Code.

         This restriction shall apply at all times to a Participant who owns
(taking into account the attribution rules under Section 318(a) of the Code,
without regard to the exception for employee plan trusts in Section
318(a)(2)(B)(i) more than 25 percent of any class of stock of a corporation
which issued the Stock acquired by the Plan, or another corporation within the
same controlled group, as defined in Section 409(l)(4) of the Code (any such
class of stock hereafter called a "Related Class"). For this purpose, a

                                       -12-

<PAGE>



Participant who owns more than 25 percent of any Related Class at any time
within the one year preceding the Plan's purchase of the Stock shall be subject
to the restriction as to all allocations of the Stock, but any other Participant
shall be subject to the restriction only as to allocations which occur at a time
when he owns more than 25 percent of any Related Class.

         Further, this restriction shall apply to the selling shareholder
claiming the benefit of Section 1042 and any other Participant who is related to
such a shareholder within the meaning of Section 267(b) of the Code, during the
period beginning on the date of sale and ending on the later of (1) the date
that is ten years after the date of sale, or (2) the date of the Plan allocation
attributable to the final payment of acquisition indebtedness incurred in
connection with the sale.

         This restriction shall not apply to any Participant who is a lineal
descendant of a selling shareholder if the aggregate amounts allocated under the
Plan for the benefit of all such descendants do not exceed five percent of the
Stock acquired from the shareholder.

         5.4   Erroneous Allocations. No Participant shall be entitled to any
               ---------------------
annual additions or other allocations to his Account in excess of those
permitted under Section 5. If it is determined at any time that the
administrator and/or Trustee has erred in accepting and allocating any
contributions or forfeitures under this Plan, or in allocating investment
adjustments, or in excluding or including any person as a Participant, then the
administrator, in a uniform and nondiscriminatory manner, shall determine the
manner in which such error shall be corrected and shall promptly advise the
Trustee in writing of such error and of the method for correcting such error.
The Accounts of any or all Participants may be revised, if necessary, in order
to correct such error.

         Section 6.    Trust Fund and Its Investment.
                       -----------------------------

         6.1   Creation of Trust Fund. All amounts received under the Plan from
               ----------------------
Employers and investments shall be held as the Trust Fund pursuant to the terms
of this Plan and of the Trust Agreement between the Bank and the Trustee. The
benefits described in this Plan shall be payable only from the assets of the
Trust Fund, and none of the Bank, any other Employer, its board of directors or
trustees, its stockholders, its officers, its employees, the Committee, and the
Trustee shall be liable for payment of any benefit under this Plan except from
the Trust Fund.

         6.2   Stock Fund and Investment Fund. The Trust Fund held by the
               ------------------------------
Trustee shall be divided into the Stock Fund, consisting entirely of Stock, and
the Investment Fund, consisting of all assets of the Trust other than Stock. The
Trustee shall have no investment responsibility for the Stock Fund, but shall
accept any Employer contributions made in the form of Stock, and shall acquire,
sell, exchange, distribute, and otherwise deal with and dispose of Stock in
accordance with the instructions of the Committee. The Trustee shall have full
responsibility for the investment of the Investment Fund, except to the extent
such responsibility may be delegated from time to time to one or more investment
managers pursuant to Section 2.3 of the Trust Agreement, or to the extent the
Committee directs the Trustee to purchase Stock with the assets in the
Investment Fund.

         6.3   Acquisition  of Stock.  From time to time the Committee  may, in
               ---------------------
its sole discretion, direct the Trustee to acquire 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

                                       -13-

<PAGE>

for such Stock no more than its fair market value, which shall be determined
conclusively by the Committee pursuant to Section 12.4. The Committee may direct
the Trustee to finance the acquisition of Stock by incurring or assuming
indebtedness to the seller or another party which indebtedness shall be called a
"Stock Obligation". The term "Stock Obligation" shall refer to a loan made to
the Plan by a disqualified person within the meaning of Section 4975(e)(2) of
the Code, or a loan to the Plan which is guaranteed by a disqualified person. A
Stock Obligation includes a direct loan of cash, a purchase-money transaction,
and an assumption of an obligation of a tax-qualified employee stock ownership
plan under Section 4975(e)(7) of the Code ("ESOP"). For these purposes, the term
"guarantee" shall include an unsecured guarantee and the use of assets of a
disqualified person as collateral for a loan, even though the use of assets may
not be a guarantee under applicable state law. An amendment of a Stock
Obligation in order to qualify as an "exempt loan" is not a refinancing of the
Stock Obligation or the making of another Stock Obligation. The term "exempt
loan" refers to a loan that satisfies the provisions of this paragraph. A
"non-exempt loan" fails to satisfy this paragraph. Any Stock Obligation shall be
subject to the following conditions and limitations:

                  6.3-1 A Stock Obligation shall be for a specific term, shall
         not be payable on demand except in the event of default, and shall bear
         a reasonable rate of interest.

                  6.3-2 A Stock Obligation may, but need not, be secured by a
         collateral pledge of either the Stock acquired in exchange for the
         Stock Obligation, or the Stock previously pledged in connection with a
         prior Stock Obligation which is being repaid with the proceeds of the
         current Stock Obligation. No other assets of the Plan and Trust may be
         used as collateral for a Stock Obligation, and no creditor under a
         Stock Obligation shall have any right or recourse to any Plan and Trust
         assets other than Stock remaining subject to a collateral pledge.

                  6.3-3 Any pledge of Stock to secure a Stock Obligation must
         provide for the release of pledged Stock in connection with payments on
         the Stock obligations in the ratio prescribed in Section 4.2.

                  6.3-4 Repayments of principal and interest on any Stock
         Obligation shall be made by the Trustee only from Employer cash
         contributions designated for such payments, from earnings on such
         contributions, and from cash dividends received on Stock, in the last
         case, however, subject to the further requirements of Section 7.2.

                  6.3-5 In the event of default of a Stock Obligation, the value
         of Plan assets transferred in satisfaction of the Stock Obligation must
         not exceed the amount of the default. If the lender is a disqualified
         person within the meaning of Section 4975 of the Code, a Stock
         Obligation must provide for a transfer of Plan assets upon default only
         upon and to the extent of the failure of the Plan to meet the payment
         schedule of said Stock Obligation. For purposes of this paragraph, the
         making of a guarantee does not make a person a lender.

         6.4      Participants' Option to Diversify. The Committee shall provide
                  ---------------------------------
for a procedure under which each Participant may, during the qualified election
period, elect to "diversify" a portion of the Employer Stock allocated to his
Account, as provided in Section 401(a)(28)(B) of the Code. An election to
diversify must be made on the prescribed form and filed with the Committee
within the period specified herein. For each of the first five (5) Plan years in
the qualified election period, the Participant may elect

                                      -14-

<PAGE>

to diversify an amount which does not exceed 25% of the number of shares
allocated to his Account since the inception of the Plan, less all shares with
respect to which an election under this Section has already been made. For the
last year of the qualified election period, the Participant may elect to have up
to 50 percent of the value of his Account committed to diversification, less all
shares with respect to which an election under this Section has already been
made. The term "qualified election period" shall mean the six (6) Plan Year
period beginning with the first Plan Year in which a Participant has both
attained age 55 and completed 10 years of participation in the Plan. A
Participant's election to diversify his Account may be made within each year of
the qualified election period and shall continue for the 90-day period
immediately following the last day of each year in the qualified election
period. Once a Participant makes such election, the Plan must complete
diversification in accordance with such election within 90 days after the end of
the period during which the election could be made for the Plan Year. The Plan
will satisfy the diversification requirement by distributing all or part of the
amount subject to the diversification election.

Section 7.   Voting Rights and Dividends on Stock.
             -------------------------------------

        7.1  Voting and Tendering of Stock. The Trustee generally shall vote all
             -----------------------------
shares of Stock held under the Plan in accordance with the written instructions
of the Committee. However, if any Employer has registration-type class of
securities within the meaning of Section 409(e)(4) of the Code, or if a matter
submitted to the holders of the Stock involves a merger, consolidation,
recapitalization, reclassification, liquidation, dissolution, or sale of
substantially all assets of an entity, then (i) the shares of Stock which have
been allocated to Participants' Accounts shall be voted by the Trustee in
accordance with the Participants' written instructions, and (ii) the Trustee
shall vote any unallocated Stock and allocated Stock for which it has received
no voting instructions in the same proportions as it votes the allocated Stock
for which it has received instructions from Participants; provided, however,
that if an exempt loan, as defined in Section 4975(d) of the Code, is
outstanding and the Plan is in default on such exempt loan, as default is
defined in the loan documents, then to the extent that such loan documents
require the lender to exercise voting rights with respect to the unallocated
shares, the loan documents will prevail. In the event no shares of Stock have
been allocated to Participants' Accounts at the time Stock is to be voted and
any exempt loan which may be outstanding is not in default, each Participant
shall be deemed to have one share of Stock allocated to his or her Account for
the sole purpose of providing the Trustee with voting instructions.

        Notwithstanding any provision hereunder to the contrary, all
unallocated shares of Stock must be voted by the Trustee in a manner determined
by the Trustee to be for the exclusive benefit of the Participants and
Beneficiaries. Whenever such voting rights are to be exercised, the Employers
shall provide the Trustee, in a timely manner, with the same notices and other
materials as are provided to other holders of the Stock, which the Trustee shall
distribute to the Participants. The Participants shall be provided with adequate
opportunity to deliver their instructions to the Trustee regarding the voting of
Stock allocated to their Accounts. The instructions of the Participants' with
respect to the voting of allocated shares hereunder shall be confidential.

             7.1-1 In the event of a tender offer, Stock shall be tendered by
        the Trustee in the same manner as set forth above with respect to the
        voting of Stock. Notwithstanding any provision hereunder to the
        contrary, Stock must be tendered by the Trustee in a manner determined
        by the Trustee to be for the exclusive benefit of the Participants and
        Beneficiaries.

                                      -15-

<PAGE>

        7.2  Dividends on Stock. Dividends on Stock which are received by the
             ------------------
Trustee in the form of additional Stock shall be retained in the Stock Fund, and
shall be allocated among the Participant's Accounts and the Unallocated Stock
Fund in accordance with their holdings of the Stock on which the dividends have
been paid. Dividends on Stock credited to Participants' Accounts which are
received by the Trustee in the form of cash shall, at the direction of the
Employer paying the dividends, either (i) be credited to the Accounts in
accordance with Section 8.3 and invested as part of the Investment Fund, (ii) be
distributed immediately to the Participants in proportion with the Participants'
Stock Fund Account balance (iii) be distributed to the Participants within 90
days of the close of the Plan Year in which paid in proportion with the
Participants' Stock Fund Account balance or (iv) be used to make payments on the
Stock Obligation. If dividends on Stock allocated to a Participant's Account are
used to repay the Stock Obligation, Stock with a fair market value equal to the
dividends so used must be allocated to such Participant's Account in lieu of the
dividends. Dividends on Stock held in the Unallocated Stock Fund which are
received by the Trustee in the form of cash shall be allocated to Participants'
Investment Fund Accounts (pro rata based on the Participant's Account balance in
relation to all Participants' Account balances) and shall be applied as soon as
practicable to payments of principal and interest under the Stock Obligation
incurred with the purchase of the Stock.

Section 8.   Adjustments to Accounts.
             -----------------------

        8.1  Adjustments for Transactions. An Employer contribution pursuant to
             ----------------------------
Section 4.1 shall be credited to the Participants' Accounts as of the last day
of the Plan Year for which it is contributed, in accordance with Section 4.1.
Stock released from the Unallocated Stock Fund upon the Trust's repayment of a
Stock Obligation pursuant to Section 4.2 shall be credited to the Participants'
Accounts as of the last day of the Plan Year in which the repayment occurred,
pro rata based on the cash applied from such Participant's Account relative to
the cash applied from all Participants' Accounts. Any excess amounts remaining
from the use of proceeds of a sale of Stock from the Unallocated Stock Fund to
repay a Stock Obligation shall be allocated as earnings of the Plan as of the
last day of the Plan Year in which the repayment occurred among the
Participants' Accounts in proportion to the opening balance in each Account. Any
benefit which is paid to a Participant or Beneficiary pursuant to Section 10
shall be charged to the Participant's Account as of the first day of the
Valuation Period in which it is paid. Any forfeiture or restoral shall be
charged or credited to the Participant's Account as of the first day of the
Valuation Period in which the forfeiture or restoral occurs pursuant to Section
9.6.

        8.2  Valuation of Investment Fund. As of each Valuation Date, the
             ----------------------------
Trustee shall prepare a balance sheet of the Investment Fund, recording each
asset (including any contribution receivable from an Employer) and liability at
its fair market value. Any liability with respect to short positions or options
and any item of accrued income or expense and unrealized appreciation or
depreciation shall be included; provided, however, that such an item may be
estimated or excluded if it is not readily ascertainable unless estimating or
excluding it would result in a material distortion. The Committee shall then
determine the net gain or loss of the Investment Fund since the preceding
Valuation Date, which shall mean the entire income of the Investment Fund,
including realized and unrealized capital gains and losses, net of any expenses
to be charged to the general Investment Fund and excluding any contributions by
the Employer. The determination of gain or loss shall be consistent with the
balance sheets of the Investment Fund for the current and preceding Valuation
Dates.

                                      -16-

<PAGE>

        8.3   Adjustments for Investment Experience. Any net gain or loss of the
              -------------------------------------
Investment Fund during a Valuation Period, as determined pursuant to Section
8.2, shall be allocated as of the last day of the Valuation Period among the
Participants' Accounts in proportion to the opening balance in each Account, as
adjusted for benefit payments and forfeitures during the Valuation Period,
without regard to whatever Stock may be credited to an Account. Any cash
dividends received on Stock credited to Participant's Accounts shall be
allocated as of the last day of the Valuation Period among the Participants'
Accounts based on the opening balance in each Participant's Stock Fund Account.

Section 9.    Vesting of Participants' Interests.
              ----------------------------------

        9.1   Deferred Vesting in Accounts. A Participant's vested interest in
              ----------------------------
his Account shall be based on his Vesting Years in accordance with the following
table, subject to the balance of this Section 9:

            Vesting                   Percentage of
             Years                    Interest Vested
             -----                    ---------------

            Fewer than 3                     0%
                3                           20%
                4                           40%
                5                           60%
                6                           80%
            7 or more                      100%

        9.2 Computation of Vesting Years. For purposes of this Plan, a "Vesting
            ----------------------------
Year" means generally a Plan Year in which an Employee has at least 1,000 Hours
of Service, beginning with the first Plan Year in which the Employee has
completed an Hour of Service with the Employer, and including Service with other
Employers as provided in the definition of "Service." However, a Participant's
Vesting Years shall be computed subject to the following conditions and
qualifications:

            9.2-1 A Participant's Vesting Years shall not include any Service
        prior to the date on which an Employee attains age 18.

            9.2-2 A Participant's vested interest in his Account accumulated
        before five (5) consecutive Breaks in Service shall be determined
        without regard to any Service after such five consecutive Breaks in
        Service. Further, if a Participant has five (5) consecutive Breaks in
        Service before his interest in his Account has become vested to some
        extent, pre-Break years of Service shall not be required to be taken
        into account for purposes of determining his post-Break vested
        percentage.

            9.2-3 In the case of a Participant who has 5 or more consecutive
        1-year Breaks in Service, the Participant's pre-Break Service will count
        in vesting of the Employer-derived post-break accrued benefit only if
        either:

            (i)   such Participant has any nonforfeitable interest in the
                  accrued benefit attributable to Employer contributions at the
                  time of separation from Service, or

                                      -17-

<PAGE>

            (ii)  upon returning to Service the number of consecutive 1-year
                  Breaks in Service is less than the number of years of Service.

            9.2-4 Notwithstanding any provision of the Plan to the contrary,
     effective January 1, 1998, calculation of service for determining Vesting
     Years with respect to qualified military service will be provided in
     accordance with Section 414(u) of the Code.

            9.2-5 If any amendment changes the vesting schedule, including an
     automatic change to or from a top-heavy vesting schedule, any Participant
     with three (3) or more Vesting Years may, by filing a written request with
     the Employer, elect to have his vested percentage computed under the
     vesting schedule in effect prior to the amendment. The election period must
     begin not later than the later of sixty (60) days after the amendment is
     adopted, the amendment becomes effective, or the Participant is issued
     written notice of the amendment by the Employer or the Committee.

     9.3    Full Vesting Upon Certain Events.
            --------------------------------

     9.3-1  Notwithstanding Section 9.1, a Participant's interest in his Account
shall fully vest on the Participant's Normal Retirement Date. The Participant's
interest shall also fully vest in the event that his Service is terminated by
Early Retirement, Disability or by death.

     9.3-2  The Participant's interest in his Account shall also fully vest in
the event of a "Change in Control" of the Bank or the Company. For these
purposes, "Change in Control" shall mean an event of a nature that; (i) would be
required to be reported in response to Item 1a of the current report on Form
8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act"); or (ii) results in a
Change in Control of the Bank or the Company within the meaning of the Bank
Holding Company Act of 1956, as amended, and applicable rules and regulations
promulgated thereunder as in effect at the time of the Change in Control
(collectively, the "BHCA"); or (iii) without limitation such a Change in Control
shall be deemed to have occurred at such time as (a) any "Person" (as the term
is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Bank or the Company representing 25% or more
of the Bank's or the Company's outstanding securities except for any securities
of the Bank purchased by the Company in connection with the conversion of the
Bank to the stock form and any securities purchased by the Bank's employee stock
ownership plan and trust; or (b) individuals who constitute the Board on the
date hereof (the "Incumbent Board") cease for any reason to constitute at least
a majority thereof, provided, however, that this sub section (b) shall not apply
if the Incumbent Board is replaced by the appointment by a Federal banking
agency of a conservator or receiver for the Bank and, provided further that any
person becoming a director subsequent to the date hereof whose election was
approved by a vote of at least two-thirds of the directors comprising the
Incumbent Board or whose nomination for election by the Company's stockholders
was approved by the same Nominating Committee serving under an Incumbent Board,
shall be, for purposes of this clause (b), considered as though he were a member
of the Incumbent Board; or (c) a reorganization, merger, consolidation, sale of
all or substantially all the assets of the Bank or the Company, or similar
transaction in which the Bank or the Company is not the surviving institution
occurs.

     9.3-3  Upon a Change in Control described in 9.3-2, the Plan shall be
terminated and the Plan Administrator shall direct the Trustee to sell a
sufficient amount of Stock from the Unallocated Stock Fund

                                      -18-

<PAGE>

to repay any outstanding Stock Obligation in full. The proceeds of such sale
shall be used to repay such Stock Obligation. After repayment of the Stock
Obligation, all remaining shares in the Unallocated Stock Fund (or the proceeds
thereof, if applicable) shall be treated as earnings and shall be allocated in
accordance with the requirements of Section 8.1.

     9.4    Full Vesting Upon Plan Termination. Notwithstanding Section 9.1, a
            ----------------------------------
Participant's interest in his Account shall fully vest upon termination of this
Plan or upon the permanent and complete discontinuance of contributions by his
Employer. In the event of a partial termination, the interest of each affected
Participant shall fully vest with respect to that part of the Plan which is
terminated.

     9.5    Forfeiture, Repayment, and Restoral. If a Participant's Service
            -----------------------------------
terminates before his interest in his Account is fully vested, that portion
which has not vested shall be forfeited if he either (i) receives a distribution
of his entire vested interest pursuant to Section 10.1, or (ii) incurs a
one-year Break in Service. If a Participant's Account becomes forfeited after a
one-year Break in Service and the Participant is rehired within five years, the
Participant's Account shall be restored. If a Participant's Service terminates
prior to having any portion of his Account become vested, such Participant shall
be deemed to have received a distribution of his vested interest as of the
Valuation Date next following his termination of Service.

     If a Participant who has received his entire vested interest returns to
Service before he has a one-year Break in Service, he may repay to the Trustee
an amount equal to the distribution. The Participant may repay such amount at
any time within five years after he has returned to Service. The amount shall be
credited to his Account at the time it is repaid; an additional amount equal to
that portion of his Account which was previously forfeited shall be restored to
his Account at the same time from other Employees' forfeitures and, if such
forfeitures are insufficient, from a special contribution by his Employer for
that year. A Participant who was deemed to have received a distribution of his
vested interest in the Plan shall have his Account restored as of the first day
on which he performs an Hour of Service after his return.

      9.6   Accounting for Forfeitures. If a portion of a Participant's Account
            --------------------------
is forfeited, Stock allocated to said Participant's Account shall be forfeited
only after other assets are forfeited. If interests in more than one class of
Stock have been allocated to a Participant's Account, the Participant must be
treated as forfeiting the same proportion of each class of Stock. 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
9.5. Except as otherwise provided in that Section, 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 4.1 as of the last day of the
Plan Year in which the forfeiture becomes certain.

     9.7    Vesting and Nonforfeitability. A Participant's interest in his
            -----------------------------
Account which has become vested shall be nonforfeitable for any reason.


Section 10. Payment of Benefits.
            -------------------

                                      -19-

<PAGE>

     10.1 Benefits for Participants. For a Participant whose Service ends for
          -------------------------
any reason, distribution will be made to or for the benefit of the Participant
or, in the case of the Participant's death, his Beneficiary, by payment in a
lump sum, in accordance with Section 10.2.

     The Participant shall elect the manner in which his vested Account balance
will be distributed to him. If a Participant so desires, he may direct how his
benefits are to be paid to his Beneficiary. If a deceased Participant did not
file a direction with the Committee, the Participant's benefits shall be
distributed to his Beneficiary in a lump sum. Notwithstanding any provision to
the contrary, if the value of a Participant's vested Account balance at the time
of any distribution does not equal or exceed $5,000, then such Participant's
vested Account shall be distributed in a lump sum within 60 days after the end
of the Plan Year in which employment terminates. If the value of a Participant's
vested Account balance is, or has ever been, in excess of $5,000, then his
benefits shall not be paid prior to the later of the time he has attained Normal
Retirement or age 62, unless he elects an early payment date in a written
election filed with the Committee. 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. Failure of a Participant to
consent to a distribution prior to the later of Normal Retirement or age 62
shall be deemed to be an election to defer commencement of payment of any
benefit under this section.

     10.2 Time for Distribution.
          ---------------------

          10.2.1 If the Participant and, if applicable, with the consent of the
     Participant's spouse, elects the distribution of the Participant's Account
     balance in the Plan, distribution shall commence as soon as practicable
     following his termination of Service, but no later than one year after the
     close of the Plan Year:

          (i)    in which the Participant separates from service by reason of
                 attainment of Normal Retirement Age under the Plan, Disability,
                 or death; or

          (ii)   which is the fifth Plan Year following the year in which the
                 Participant resigns or is dismissed, unless he is reemployed
                 before such date.

          10.2.2 Unless the Participant elects otherwise, the distribution of
the balance of a Participant's Account shall commence not later than the 60th
day after the latest of the close of the Plan Year in which -

                 (i)   the Participant attains the age of 65;

                 (ii)  occurs the tenth anniversary of the year in which the
          Participant commenced participation in the Plan; or

                 (iii) the Participant terminates his Service with the Employer.

          10.2.3 Notwithstanding anything to the contrary, (1) with respect to a
     5-percent owner (as defined in Code Section 416), distribution of a
     Participant's Account shall commence (whether or not he remains in the
     employ of the Employer) not later than the April 1 of the calendar year
     next following the calendar year in which the Participant attains age 70-
     1/2, and (2) with respect

                                      -20-

<PAGE>

         to all other Participants, payment of a Participant's benefit will
         commence not later than April 1 of the calendar year following the
         calendar year in which the Participant attains age 70-1/2, or, if
         later, the year in which the Participant retires. A Participant's
         benefit from that portion of his Account committed to the Investment
         Fund shall be calculated on the basis of the most recent Valuation Date
         before the date of payment.

                  10.2.4   Distribution of a Participant's Account balance after
         his death shall comply with the following requirements:

                           (i)   If a Participant dies before his distributions
                  have commenced, distribution of his Account to his Beneficiary
                  shall commence not later than one year after the end of the
                  Plan Year in which the Participant died; however, if the
                  Participant's Beneficiary is his surviving Spouse,
                  distributions may commence on the date on which the
                  Participant would have attained age 70-1/2. In either case,
                  distributions shall be completed within five years after the
                  they commence.

                           (ii)  If the Participant dies after distribution has
                  commenced pursuant to Section 10.1.2 but before his entire
                  interest in the Plan has been distributed to him, then the
                  remaining portion of that interest shall, in accordance with
                  Section 401(a)(9) of the Code, be distributed at least as
                  rapidly as under the method of distribution being used under
                  Section 10.1.2 at the date of his death.

                           (iii) 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 Account to be paid to his Spouse. No election by a married
                  Participant of a different Beneficiary shall be valid unless
                  the election is accompanied by the Spouse's written consent,
                  which (i) must acknowledge the effect of the election, (ii)
                  must 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.)

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

         10.4     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 Section 10.1 or 10.2, the
benefits shall in any event be paid within 60 days after they can first be
determined, with whatever makeup payments may be appropriate in view of the
delay.

                                      -21-

<PAGE>

         10.5 Accounting for Benefit Payments. Any benefit payment shall be
              -------------------------------
charged to the Participant's Account as of the first day of the Valuation Period
in which the payment is made.

         10.6 Options to Receive and Sell Stock. Unless ownership of virtually
              ---------------------------------
all 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 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 Account in the form of Stock. In
that event, the Committee shall apply the Participant's vested interest in the
Investment Fund to purchase sufficient Stock from the Stock Fund or from any
owner of Stock to make the required distribution. In all other cases, the
Participant's vested interest in the Stock Fund shall be distributed in shares
of Stock, and his vested interest in the Investment Fund shall be distributed in
cash.

         Any Participant who receives Stock pursuant to Section 10.1, and any
person who has received 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 contribution described in
Section 402(a)(5) of the Code, shall have the right to require the Employer
which issued the Stock to purchase the 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 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 Stock's current fair market value.
However, the put right shall not apply to the extent that the 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.
Similarly, the put option shall not apply with respect to the portion of a
Participant's Account which the Employee elected to have reinvested under Code
Section 401(a)(28)(B). 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. Notwithstanding anything
herein to the contrary, in the case of a plan established by a bank (as defined
in Code Section 581), the put option shall not apply if prohibited by a federal
or state law and Participants are entitled to elect their benefits be
distributed in cash.

         If a Participant elects to receive his distribution in the form of a
lump sum pursuant to Section 10.1.1 of the Plan, the Employer or the Trustee, as
the case may be, may elect to pay for the Stock in equal periodic installments,
not less frequently than annually, over a period not longer than five years from
the day after the put right is exercised, 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.

         If a Participant elects to receive his distribution in the form of an
installment payment pursuant to Section 10.1.2 of the Plan, the Employer or the
Trustee, as the case may be, shall pay for the Stock distributed in the
installment distribution over a period which shall not exceed 30 days after the
exercise of the put right.

         Nothing contained herein shall be deemed to obligate any Employer to
register any Stock under any federal or state securities law or to create or
maintain a public market to facilitate the transfer or disposition of any Stock.
The put right described herein may only be exercised by a person described in

                                      -22-

<PAGE>

the second preceding paragraph, and may not be transferred with any Stock to any
other person. As to all Stock purchased by the Plan in exchange for any Stock
Obligation, the put right shall be nonterminable. The put right for Stock
acquired through a Stock Obligation shall continue with respect to such Stock
after the Stock Obligation is repaid or the Plan ceases to be an employee stock
ownership plan.

         10.7 Restrictions on Disposition of Stock. Except in the case of Stock
              ------------------------------------
which is traded on an established market, a Participant who receives Stock
pursuant to Section 10.1, and any person who has received 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
contribution described in Section 402(a)(5) of the Code, shall, prior to any
sale or other transfer of the Stock to any other person, first offer the Stock
to the issuing Employer and to the Plan at the greater of (i) its current fair
market value, or (ii) the purchase price offered in good faith by an independent
third party purchaser. 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 Stock distributed by the Plan shall bear a
conspicuous legend describing the right of first refusal under this Section
10.7, as well as any other restrictions upon the transfer of the Stock imposed
by federal and state securities laws and regulations.

         10.8 Continuing Loan Provisions; Creations of Protections and Rights.
              ---------------------------------------------------------------
Except as otherwise provided in Sections 10.6 and 10.7 and this Section, no
shares of Employer Stock held or distributed by the Trustee may be subject to a
put, call or other option, or buy-sell arrangement. The provisions of this
Section shall continue to by applicable to such Stock even if the Plan ceases to
be an employee stock ownership plan under Section 4975(e)(7) of the Code.

         10.9 Direct Rollover of Eligible Distribution. A Participant or
              ----------------------------------------
distributee may elect, at the time and in the manner prescribed by the Trustee
or the Committee, to have any portion of an eligible rollover distribution paid
directly to an eligible retirement plan specified by the Participant or
distributee in a direct rollover.

              10.9-1 An "eligible rollover" is any distribution that does not
         include: any distribution that is one of a series of substantially
         equal periodic payments (not less frequently than annually) made for
         the life (or life expectancy) of the distributee or the joint lives (or
         joint life expectancies) of the Participant and the Participant's
         Beneficiary, or for a specified period of ten years or more; any
         distribution to the extent such distribution is required under Code
         Section 401(a)(9); any hardship distribution described in Section
         401(k)(2)(B)(i)(IV) of the Code; and the portion of any distribution
         that is not included in gross income (determined without regard to the
         exclusion for net unrealized appreciation with respect to employer
         securities).

              10.9-2 An "eligible retirement plan" is an individual retirement
         account described in Code Section 408(a), an individual retirement
         annuity described in Code Section 408(b), an annuity plan described in
         Code Section 403(a), or a qualified trust described in Code Section
         401(a), that accepts the distributee's eligible rollover distribution.
         However, in the case of an eligible rollover distribution to the
         surviving Spouse, an eligible retirement plan is an individual
         retirement account or individual retirement annuity.

                                      -23-

<PAGE>

               10.9-3 A "direct rollover" is a payment by the Plan to the
         eligible retirement plan specified by the distributee.

               10.9-4 The term "distributee" shall refer to a deceased
         Participant's Spouse or a Participant's former Spouse who is the
         alternate payee under a qualified domestic relations order, as defined
         in Code Section 414(p).

         10.10 Waiver of 30-Day Period After Notice of Distribution. If a
               ----------------------------------------------------
distribution is one to which Sections 401(a)(11) and 417 of the Code do not
apply, such distribution may commence less than 30 days after the notice
required under Section 1.411(a)-11(c) of the Income Tax Regulations is given,
provided that:

                      (i)  the Trustee or Administrative Committee, as
                           applicable, clearly informs the Participant that the
                           Participant 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 option), and

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

Section 11.    Rules Governing Benefit Claims and Review of Appeals.
               ----------------------------------------------------

         11.1  Claim for Benefits. Any Participant or Beneficiary who qualifies
               ------------------
for the payment of benefits shall file a claim for his 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 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 Sections 10.1 or 10.2.

         11.2  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:

               (i)    each specific reason for the denial;

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

               (iii)  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

               (iv)   an explanation of the claims review procedures set forth
         in Section 11.3.

                                      -24-

<PAGE>

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

Section 12.   The Committee and Its Functions.
              -------------------------------

         12.1 Authority of Committee. 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. The Committee shall have exclusive responsibility
regarding decisions concerning the payment of benefits under the Plan. The
Committee shall have no investment responsibility with respect to the Investment
Fund, except to the extent, if any, specifically provided in the Trust
Agreement. 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 their
reasonable expenses and compensation.

         12.2 Identity of Committee. The Committee shall consists 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 10 days
written notice, and any individual may resign from the Committee at any time
upon 10 days written notice to the Bank. The Bank shall notify the Trustee of
any change in membership of the Committee.

         12.3 Duties of Committee. The Committee shall keep whatever records may
              -------------------
be necessary to implement the Plan and shall furnish whatever reports may be
required from time to time by the Bank. 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 of the plan Committee under ERISA and other
laws.

         Further, the Committee shall have exclusive responsibility and
authority with respect to the Plan's holdings of Stock and shall direct the
Trustee in all respects regarding the purchase, retention, sale, exchange, and
pledge of Stock and the creation and satisfaction of Stock Obligations. 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 Stock. Subject to the direction of the Board as to the application
of Employer contributions to Stock Obligations, and subject to the provisions of
Sections 6.4 and 10.6 as

                                      -25-

<PAGE>


to Participants' rights under certain circumstances to have their Accounts
invested in Stock or in assets other than Stock, the Committee shall determine
in its sole discretion the extent to which assets of the Trust shall be used to
repay Stock Obligations, to purchase Stock, or to invest in other assets to be
selected by the Trustee or an investment manager. No provision of the Plan
relating to the allocation or vesting of any interests in the Stock Fund or the
Investment Fund shall restrict the Committee from changing any holdings of the
Trust, whether the changes involve an increase or a decrease in the Stock or
other assets credited to Participants' Accounts. In determining the proper
extent of the Trust's investment in Stock, the Committee shall be authorized to
employ investment counsel, legal counsel, appraisers, and other agents to pay
their reasonable expenses and compensation.

         12.4   Valuation of Stock. If the valuation of any Stock is not
                ------------------
established by reported trading on a generally recognized public market, the
valuation of such Stock shall be determined by an independent appraiser. For
purposes of the preceding sentence, the term "independent appraiser" means any
appraiser meeting requirements similar to the requirements of the regulations
prescribed under Section 170(a)(1) of the Code.

         12.5   Compliance with ERISA. The Committee shall perform all acts
                ---------------------
necessary to comply with ERISA. Each individual member or employee of the
Committee shall discharge his duties in good faith and in accordance with the
applicable requirements of ERISA.

         12.6   Action by Committee. All actions of the Committee shall be
                -------------------
governed by the affirmative vote of a number of members which is a majority of
the total number of members currently appointed, including vacancies. The
members of the Committee may meet informally and may take any action without
meeting as a group.


         12.7   Execution of Documents.  Any  instrument  executed by the
                ----------------------
Committee  shall be signed by any member or employee of the Committee.

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

         12.9   Responsibilities to Participants. The Committee shall determine
                --------------------------------
which Employees qualify to enter the Plan. The Committee shall furnish to each
eligible Employee whatever summary plan descriptions, summary annual reports,
and other notices and information 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 is
otherwise appropriate) to enable the Participant or Beneficiary to make whatever
elections may be available pursuant to Sections 6 and 10, and the Committee
shall provide for the payment of benefits in the proper form and amount from the
assets of the Trust Fund. The Committee may decide in its sole discretion to
permit modifications of elections and to defer or accelerate benefits to the
extent consistent with applicable law and the best interests of the individuals
concerned.

         12.10  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, or a custodian for him



                                      -26-

<PAGE>


under the Uniform Gifts to Minors Act, or, in the case of an incompetent, to his
spouse, or his legal guardian, the payments to be used for the individual's
benefit. 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
12.10, 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.

        12.11  Indemnification by Employers. Except as separately agreed in
               ----------------------------
writing, the Committee, and any member or employee of the Committee, shall be
indemnified and held harmless by the Employer, jointly and severally, to the
fullest extent permitted by ERISA, and subject to and conditioned upon
compliance with 12 C.F.R. Section 545.121, to the extent applicable, against any
and all costs, damages, expenses, and liabilities reasonably incurred by or
imposed upon it or him in connection with any claim made against it or him or in
which it or he may be involved by reason of its or his being, or having been,
the Committee, or a member or employee of the Committee, to the extent such
amounts are not paid by insurance.

        12.12  Nonparticipation by Interested Member. Any member of the
               -------------------------------------
Committee who also is a Participant in the Plan shall take no part in any
determination specifically relating to his own participation or benefits, unless
his abstention would leave the Committee incapable of acting on the matter.


Section 13.    Adoption, Amendment, or Termination of the Plan.
               -----------------------------------------------

        13.1   Adoption of Plan by Other Employers. With the consent of the
               -----------------------------------
Bank, any entity may become a participating Employer under the Plan by (i)
taking such action as shall be necessary to adopt the Plan, (ii) becoming a
party to the Trust Agreement establishing the Trust Fund, and (iii) 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.

        13.2   Plan Adoption Subject to Qualification. Notwithstanding any other
               --------------------------------------
provision of the Plan, the adoption of the Plan and the execution of the Trust
Agreement are conditioned upon their being determined initially by the Internal
Revenue Service to meet the qualification requirements of Section 401(a) of the
Code, so that the Employers may deduct currently for federal income tax purposes
their contributions to the Trust and so that the Participants may exclude the
contributions from their gross income and recognize income only when they
receive benefits. In the event that this Plan is held by the Internal Revenue
Service not to qualify initially under Section 401(a), the Plan may be amended
retroactively to the earliest date permitted by U.S. Treasury Regulations in
order to secure qualification under Section 401(a). If this Plan is held by the
Internal Revenue Service not to qualify initially under Section 401(a) 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), the amendment may be modified
retroactively to the earliest date permitted by U.S. Treasury Regulations in
order to secure approval of the amendment under Section 401(a).

        13.3   Right to Amend or Terminate. 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


                                      -27-

<PAGE>

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 each Employer. No amendment, suspension, supersession, merger,
consolidation, or termination of the Plan shall (i) reduce any Participant's or
Beneficiary's proportionate interest in the Trust Fund, (ii) reduce or restrict,
either directly or indirectly, the benefit provided any Participant prior to the
amendment, or (iii) 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. 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 as amended from time to time and the Committee's
instructions.

Section 14.   Miscellaneous Provisions.
              ------------------------

        14.1  Plan Creates No Employment Rights. Nothing in this Plan shall be
              ---------------------------------
interpreted as giving any Employee the right to be retained as an Employee by an
Employer, or as limiting or affecting the rights of an Employer to control its
Employees or to terminate the Service of any Employee at any time and for any
reason, subject to any applicable employment or collective bargaining
agreements.

        14.2  Nonassignability of Benefits. No assignment, pledge, or other
              ----------------------------
anticipation of benefits from the Plan will be permitted or recognized by the
Employer, the Committee, or the Trustee. Moreover, benefits from the Plan shall
not be subject to attachment, garnishment, or other legal process for debts or
liabilities of any Participant or Beneficiary, to the extent permitted by law.
This prohibition on assignment or alienation shall apply to any judgment,
decree, or order (including approval of a property 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 state domestic relations or community property law, unless the judgment,
decree, or order is determined by the Committee to be a qualified domestic
relations order within the meaning of Section 414(p) of the Code, as more fully
set forth in Section 14.2 hereof.

        14.3  Limit of Employer Liability. The liability of the Employer with
              ---------------------------
respect to Participants under this Plan shall be limited to making contributions
to the Trust from time to time, in accordance with Section 4.

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

        14.5  Number and Gender. Any use of the singular shall be interpreted to
              -----------------
include the plural, and the plural the singular. Any use of the masculine,
feminine, or neuter shall be interpreted to include the masculine, feminine, or
neuter, as the context shall require.

                                      -28-

<PAGE>


         14.6  Nondiversion of Assets. Except as provided in Sections 5.2 and
               ----------------------
13.3, under no circumstances shall any portion of the Trust Fund be diverted to
or used for any purpose other than the exclusive benefit of the Participants and
their Beneficiaries prior to the satisfaction of all liabilities under the Plan.

         14.7  Separability of Provisions. If any provision of this 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.

         14.8  Service of Process. The agent for the service of process upon the
               ------------------
Plan shall be the president of the Bank, or such other person as may be
designated from time to time by the Bank.

         14.9  Governing  State Law.  This Plan shall be  interpreted  in
               --------------------
 accordance  with the laws of the State of Illinois to the extent those laws are
 applicable under the provisions of ERISA.

         14.10 Employer Contributions Conditioned on Deductibility. Employer
               ---------------------------------------------------
Contributions to the Plan are conditioned on deductibility under Code Section
404. In the event that the Internal Revenue Service shall determine that all or
any portion of an Employer Contribution is not deductible under that Section,
the nondeductible portion shall be returned to the Employer within one year of
the disallowance of the deduction.

         14.11 Unclaimed Accounts. Neither the Employer nor the Trustees shall
               ------------------
be under any obligation to search for, or ascertain the whereabouts of, any
Participant or Beneficiary. The Employer or the Trustees, by certified or
registered mail addressed to his last known address of record with the Employer,
shall notify any Participant or Beneficiary that he is entitled to a
distribution under this Plan, and the notice shall quote the provisions of this
Section. If the Participant or Beneficiary fails to claim his benefits or make
his whereabouts known in writing to the Employer or the Trustees within seven
(7) calendar years after the date of notification, the benefits of the
Participant or Beneficiary under the Plan will be disposed of as follows:

               (a) If the whereabouts of the Participant is unknown but the
         whereabouts of the Participant's Beneficiary is known to the Trustees,
         distribution will be made to the Beneficiary.

               (b) If the whereabouts of the Participant and his Beneficiary
         are unknown to the Trustees, the Plan will forfeit the benefit,
         provided that the benefit is subject to a claim for reinstatement if
         the Participant or Beneficiary make a claim for the forfeited benefit.

         Any payment made pursuant to the power herein conferred upon the
Trustees shall operate as a complete discharge of all obligations of the
Trustees, to the extent of the distributions so made.

         14.12 Qualified Domestic Relations Order. Section 14.2 shall not apply
               ----------------------------------
to a "qualified domestic relations order" defined in Code Section 414(p), and
such other domestic relations orders permitted to be so treated under the
provisions of the Retirement Equity Act of 1984. Further, to the extent provided
under a "qualified domestic relations order," a former Spouse of a Participant
shall be treated as the Spouse or surviving Spouse for all purposes under the
Plan.



                                      -29-

<PAGE>


In the case of any domestic relations order received by the Plan:

                  (a) The Employer or the Plan Committee shall promptly notify
         the Participant and any other alternate payee of the receipt of such
         order and the Plan's procedures for determining the qualified status of
         domestic relations orders, and

                  (b) Within a reasonable  period after receipt of such order,
         the Employer or the Plan Committee shall determine whether such order
         is a qualified  domestic  relations  order and notify the  Participant
         and each  alternate  payee of such determination.  The Employer or the
         Plan Committee shall establish reasonable procedures to determine the
         qualified status of domestic relations orders and to administer
         distributions under such qualified orders.

         During any period in which the issue of whether a domestic relations
order is a qualified domestic relations order is being determined (by the
Employer or Plan Committee, by a court of competent jurisdiction, or otherwise),
the Employer or the Plan Committee shall segregate in a separate account in the
Plan or in an escrow account the amounts which would have been payable to the
alternate payee during such period if the order had been determined to be a
qualified domestic relations order. If within eighteen (18) months the order (or
modification thereof) is determined to be a qualified domestic relations order,
the Employer or the Plan Committee shall pay the segregated amounts (plus any
interest thereon) to the person or persons entitled thereto. If within eighteen
(18) months it is determined that the order is not a qualified domestic
relations order, or the issue as to whether such order is a qualified domestic
relations order is not resolved, then the Employer or the Plan Committee shall
pay the segregated amounts (plus any interest thereon) to the person or persons
who would have been entitled to such amounts if there had been no order. Any
determination that an order is a qualified domestic relations order which is
made after the close of the eighteen (18) month period shall be applied
prospectively only. The term "alternate payee" means any Spouse, former Spouse,
child or other dependent of a Participant who is recognized by a domestic
relations order as having a right to receive all, or a portion of, the benefit
payable under a Plan with respect to such Participant.

Section 15.       Top-Heavy Provisions.
                  --------------------

        15.1      Top-Heavy Plan. For any Plan Year beginning after December 31,
                  --------------
1983, this Plan is top-heavy if any of the following conditions exist:

                  (a) If the top-heavy ratio for this Plan exceeds sixty percent
(60%) and this Plan is not part of any required aggregation group or permissive
aggregation group;

                  (b) If this Plan is a part of a required aggregation group
(but is not part of a permissive aggregation group) and the aggregate top-heavy
ratio for the group of Plans exceeds sixty percent (60%); or

                  (c) If this Plan is a part of a required aggregation group and
part of a permissive aggregation group and the aggregate top-heavy ratio for the
permissive aggregation group exceeds sixty percent (60%).



                                      -30-

<PAGE>


         15.2 Super Top-Heavy Plan For any Plan Year beginning after December
              --------------------
31, 1983, this Plan will be a super top-heavy Plan if any of the following
conditions exist:

              (a) If the top-heavy ratio for this Plan exceeds ninety
percent (90%) and this Plan is not part of any required aggregation group or
permissive aggregation group.

              (b) If this Plan is a part of a required aggregation group
(but is not part of a permissive aggregation group) and the aggregate top-heavy
ratio for the group of Plans exceeds ninety percent (90%), or


              (c) If this Plan is a part of a required aggregation group and
part of a permissive aggregation group and the aggregate top-heavy ratio for the
permissive aggregation group exceeds ninety percent (90%).

         15.3 Definitions.
              -----------

In making this determination, the Committee shall use the following definitions
and principles:

              15.3-1 The "Determination Date," with respect to the first
         Plan Year of any plan, means the last day of that Plan Year, and with
         respect to each subsequent Plan Year, means the last day of the
         preceding Plan Year. If any other plan has a Determination Date which
         differs from this Plan's Determination Date, the top-heaviness of this
         Plan shall be determined on the basis of the other plan's Determination
         Date falling within the same calendar years as this Plan's
         Determination Date.

              15.3-2 A "Key Employee," with respect to a Plan Year, means an
         Employee who at any time during the five years ending on the top-heavy
         Determination Date for the Plan Year has received compensation from an
         Employer and has been (i) an officer of the Employer having 415
         Compensation greater than 50 percent of the limit then in effect under
         Section 415(b)(1)(A) of the Code, (ii) one of the 10 Employees owning
         the largest interests in the Employer having 415 Compensation greater
         than the limit then in effect under Section 415(c)(1)(A), (iii) an
         owner of more than five percent of the outstanding equity interest or
         the outstanding voting interest in any Employer, or (iv) an owner of
         more than one percent of the outstanding equity interest or the
         outstanding voting interest in an Employer whose annual compensation
         exceeds $150,000. For purposes of determining whether an Employee is a
         Key Employee, annual compensation means compensation as defined in
         Section 415(c)(3) of the Code, but including amounts contributed by the
         Employee pursuant to a salary reduction agreement which are excludable
         from the Employee's gross income under Section 125, Section 402(e)(3),
         Section 402(H)(1)(B) or Section 403(b) of the Code. The Beneficiary of
         a Key Employee shall also be considered a Key Employee.

              15.3-3 A "Non-key Employee" means an Employee who at any time
         during the five years ending on the top-heavy Determination Date for
         the Plan Year has received compensation from an Employer and who has
         never been a Key Employee, and the Beneficiary of any such Employee.

              15.3-4 A "required aggregation group" includes (a) each
         qualified Plan of the Employer in which at least one Key Employee
         participates in the Plan Year containing the Determination



                                      -31-

<PAGE>


         Date and any of the four (4) preceding Plan Years, and (b) any other
         qualified Plan of the Employer which enables a Plan described in (a)
         to meet the requirements of Code Sections 401(a)(4) and 410. For
         purposes of the preceding sentence, a qualified Plan of the Employer
         includes a terminated Plan maintained by the Employer within the five
         (5) year period ending on the Determination Date. In the case of a
         required aggregation group, each Plan in the group will be considered
         a top-heavy Plan if the required aggregation group is a top-heavy
         group. No Plan in the required aggregation group will be considered a
         top-heavy Plan if the required aggregation group is not a top-heavy
         group. All Employers aggregated under Code Sections 414(b), (c) or (m)
         or (o) (but only after the Code Section 414(o) regulations become
         effective) are considered a single Employer.


                  15.3-5 A "permissive aggregation group" includes the required
         aggregation group of Plans plus any other qualified Plan(s) of the
         Employer that are not required to be aggregated but which, when
         considered as a group with the required aggregation group, satisfy the
         requirements of Code Sections 401(a)(4) and 410 and are comparable to
         the Plans in the required aggregation group. No Plan in the permissive
         aggregation group will be considered a top-heavy Plan if the permissive
         aggregation group is not a top-heavy group. Only a Plan that is part of
         the required aggregation group will be considered a top-heavy Plan if
         the permissive aggregation group is top-heavy.

         15.4     Top-Heavy Rules of Application.
                  ------------------------------

                   For purposes of determining the value of Account balances and
the present value of accrued benefits the following provisions shall apply:

                  15.4-1 The value of Account balances and the present value of
         accrued benefits will be determined as of the most recent Valuation
         Date that falls within or ends with the twelve (12) month period ending
         on the Determination Date.

                  15.4-2 For purposes of testing whether this Plan is top-heavy,
         the present value of an individual's accrued benefits and an
         individual's Account balances is counted only once each year.

                  15.4-3 The Account balances and accrued benefits of a
         Participant who is not presently a Key Employee but who was a Key
         Employee in a Plan Year beginning on or after January 1, 1984 will be
         disregarded.

                  15.4-4 For years beginning after December 31, 1984, Employer
         contributions attributable to a salary reduction or similar arrangement
         will be taken into account.

                  15.4-5 When aggregating Plans, the value of Account balances
         and accrued benefits will be calculated with reference to the
         Determination Dates that fall within the same calendar year.

                  15.4-6 The present value of the accrued benefits or the amount
         of the Account balances of an Employee shall be increased by the
         aggregate distributions made to such Employee from a Plan of the
         Employer. No distribution, however, made from the Plan to an individual
         (other than the Beneficiary of a deceased Employee who was an Employee
         within the five (5) year period ending on the Determination Date) who
         has not been an Employee at any time during the five (5)



                                      -32-

<PAGE>


         year period ending on the Determination Date shall be taken into
         account in determining whether the Plan is top-heavy. Also, any amounts
         recontributed by an Employee upon becoming a Participant in the Plan
         shall no longer be counted as a distribution under this paragraph.

                  15.4-7 The present value of the accrued benefits or the amount
         of the Account balances of an Employee shall be increased by the
         aggregate distributions made to such Employee from a terminated Plan of
         the Employer, provided that such Plan (if not terminated) would have
         been required to be included in the aggregation group.

                  15.4-8 Accrued benefits and Account balances of an individual
         shall not be taken into account for purposes of determining the
         top-heavy ratios if the individual has performed no services for the
         Employer during the five (5) year period ending on the applicable
         Determination Date. Compensation for purposes of this subparagraph
         shall not include any payments made to an individual by the Employer
         pursuant to a qualified or non-qualified deferred compensation plan.

                  15.4-9 The present value of the accrued benefits or the amount
         of the Account balances of any Employee participating in this Plan
         shall not include any rollover contributions or other transfers
         voluntarily initiated by the Employee except as described below. If
         this Plan transfers or rolls over funds to another Plan in a
         transaction voluntarily initiated by the Employee after December 31,
         1983, then this Plan shall count the distribution for purposes of
         determining Account balances or the present value of accrued benefits.
         A transfer incident to a merger or consolidation of two or more Plans
         of the Employer (including Plans of related Employers treated as a
         single Employer under Code Section 414), or a transfer or rollover
         between Plans of the Employer, shall not be considered as voluntarily
         initiated by the Employee.

         15.5     Minimum Contributions. For any Top-Heavy Year, each Employer
                  ---------------------
shall make a special contribution on behalf of each Participant to the extent
that the total allocations to his Account pursuant to Section 4 is less than the
lesser of:

                  (i)   three percent of his 415 Compensation for that year, or

                  (ii)  the highest ratio of such allocation to 415 Compensation
         received by any Key Employee for that year. For purposes of the special
         contribution of this Section 15.2, a Key Employee's 415 Compensation
         shall include amounts the Key Employee elected to defer under a
         qualified 401(k) arrangement. Such a special contribution shall be made
         on behalf of each Participant who is employed by an Employer on the
         last day of the Plan Year, regardless of the number of his Hours of
         Service, and shall be allocated to his Account.

         If the Employer maintains a qualified plan in addition to this Plan and
more than one such plan is determined to be Top-Heavy, a minimum contribution or
a minimum benefit shall be provided in one of such other plans. If the Employer
has both a Top-Heavy defined benefit plan and a Top-Heavy defined contribution
plan and a minimum contribution is to be provided only in the defined
contribution plan, then the sum of the Employer contributions and forfeitures
allocated to the Account of each Non-key Employee shall be equal to at least
five percent (5%) of such Non-key Employee's 415 Compensation for that year.



                                      -33-

<PAGE>


         15.6     Minimum Vesting.  For any Plan Year in which this Plan is
                  ---------------
Top-Heavy,  a Participant's  vested interest in his Account shall be based
on the following "top-heavy table":

       Vesting Years                            Percentage of Interest Vested
      ---------------                           -----------------------------

     Fewer than 2 years                                         0%
               2                                               20%
               3                                               40%
               4                                               60%
               5                                               80%
           6 or more                                          100%

   15.7 Top-Heavy Provisions Control in Top-Heavy Plan. In the event this Plan
        ----------------------------------------------
becomes top-heavy and a conflict arises between the top-heavy provisions herein
set forth and the remaining provisions set forth in this Plan, the top-heavy
provisions shall control.





                                      -34-

<PAGE>

                        A. J. SMITH FEDERAL SAVINGS BANK
                                 RETIREMENT PLAN
                              FOR INSIDE DIRECTORS









                   Initially Effective as of December 18, 1995
              Amended and Restated Effective as of January 1, 2001

<PAGE>

                        A. J. SMITH FEDERAL SAVINGS BANK
                                 RETIREMENT PLAN
                              FOR INSIDE DIRECTORS

                                TABLE OF CONTENTS

ARTICLE I - GENERAL ........................................................   1
     1.1   Effective Date ..................................................   1
     1.2   Purpose .........................................................   1
     1.3   Intent ..........................................................   1
ARTICLE II -DEFINITIONS AND USAGE ..........................................   2
     2.1   Definitions .....................................................   2
     2.2   Usage ...........................................................   5
ARTICLE III - ELIGIBILITY AND PARTICIPATION ................................   5
     3.1   Eligibility .....................................................   5
     3.2   Participation ...................................................   5
ARTICLE IV - PARTICIPANT ACCOUNTS ..........................................   5
     4.1   Accounts ........................................................   5
     4.2   Account Credits .................................................   6
     4.3   Crediting of Interest ...........................................   6
     4.4   Valuation of Accounts ...........................................   6
ARTICLE V - PAYMENT OF BENEFITS ............................................   6
     5.1   Entitlement to Benefit Payments .................................   6
     5.2   Commencement of Benefit Payments ................................   7
     5.3   Unforeseeable Emergencies .......................................   7
     5.4   Hardship Withdrawals ............................................   7
     5.5   Accelerated Distributions .......................................   8
     5.5.1 Distribution Upon Request .......................................   8
     5.5.2 Distribution Upon Change in Control .............................   9
ARTICLE VI - PAYMENT OF BENEFITS ON OR AFTER DEATH .........................   9
     6.1   Commencement of Benefit Payments ................................   9
     6.2   Designation of Beneficiary ......................................   9
ARTICLE VII - ESTABLISHMENT OF TRUST
AUTOMATIC FUNDING UPON A CHANGE IN CONTROL .................................   9
ARTICLE VIII - RIGHTS OF PARTICIPANTS;
TERMINATION OR SUSPENSION UNDER FEDERAL LAW ................................  10
ARTICLE IX - INTERPRETATION OF THE PLAN ....................................  11
ARTICLE X - LEGAL FEES .....................................................  11
ARTICLE XI - MISCELLANEOUS PROVISIONS ......................................  11
     11.1  Amendment .......................................................  11
     11.2  Termination .....................................................  11
     11.3  No Assignment ...................................................  11
     11.4  Incapacity ......................................................  12
     11.5  Successors and Assigns ..........................................  12

<PAGE>

     11.6 Governing Law .............................................. 12
     11.7 No Guarantee of Employment ................................. 12
     11.8 Severability ............................................... 12
     11.9 Notification of Addresses .................................. 12
Appendix A ........................................................... 14
Appendix B ........................................................... 15
Appendix C ........................................................... 16
Appendix D ........................................................... 17