exv10w1






Exhibit 10.1




STANDARD BANK, PaSB




EMPLOYEE STOCK OWNERSHIP PLAN



(adopted effective January 1, 2010)







 









 








STANDARD BANK, PASB

EMPLOYEE STOCK OWNERSHIP PLAN




     The Standard Bank, PaSB Employee Stock Ownership Plan (the “Plan”) has been executed on
                     ___, 2010, effective as of the 1st day of January, 2010, by Standard Bank,
PaSB, a Pennsylvania-chartered savings bank (the “Bank”).



WITNESSETH THAT




     WHEREAS, the board of directors of the Bank has resolved to adopt an employee stock ownership
plan for eligible employees of the Bank and subsidiaries of the Bank, if any, in accordance with
the terms and conditions set forth herein.



     NOW, THEREFORE, the Bank hereby adopts the 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:	 	 	 	STANDARD BANK, PaSB	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

Secretary

	 	 	 	 	 	 

Timothy K. Zimmerman
	 	 
	 

	 	 	 	 	 	President and Chief Executive Officer	 	 










 









 








CONTENTS




	 	 	 	 	 
	 	 	Page No.	 
	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
	 	 	11	 
	3.1 Initial Eligibility
	 	 	11	 
	3.2 Definition of Eligibility Year
	 	 	11	 
	3.3 Terminated Employees
	 	 	11	 
	3.4 Certain Employees Ineligible
	 	 	11	 
	3.5 Participation and Reparticipation
	 	 	11	 
	3.6 Omission of Eligible Employee
	 	 	11	 
	3.7 Inclusion of Ineligible Employee
	 	 	12	 
	Section 4. Contributions and Credits
	 	 	12	 
	4.1 Discretionary Contributions
	 	 	12	 
	4.2 Contributions for Exempt Loans
	 	 	12	 
	4.3 Conditions as to Contributions
	 	 	12	 
	4.4 Rollover Contributions
	 	 	13	 
	Section 5. Limitations on Contributions and Allocations
	 	 	13	 
	5.1 Limitation on Annual Additions
	 	 	13	 
	5.2 Effect of Limitations
	 	 	14	 
	5.3 Limitations as to Certain Participants
	 	 	14	 
	5.4 Erroneous Allocations
	 	 	15	 
	Section 6. Trust Fund and Its Investment
	 	 	15	 
	6.1 Creation of Trust Fund
	 	 	15	 
	6.2 Stock Fund and Investment Fund
	 	 	15	 
	6.3 Acquisition of Stock
	 	 	16	 
	6.4 Participants’ Option to Diversify
	 	 	17	 
	Section 7. Voting Rights and Dividends on Stock
	 	 	17	 
	7.1 Voting and Tendering of Stock
	 	 	17	 
	7.2 Application of Dividends
	 	 	18	 
	Section 8. Adjustments to Accounts
	 	 	19	 
	8.1 ESOP Allocations
	 	 	19	 
	8.2 Charges to Accounts
	 	 	20	 
	8.3 Stock Fund Account
	 	 	20	 
	8.4 Investment Fund Account
	 	 	20	 
	8.5 Adjustment to Value of Trust Fund
	 	 	20	 
	8.6 Participant Statements
	 	 	20	 
	Section 9. Vesting of Participants’ Interests
	 	 	20	 
	9.1 Deferred Vesting in Accounts
	 	 	20	 
	9.2 Computation of Vesting Years
	 	 	21	 
	9.3 Full Vesting Upon Certain Events
	 	 	21	 
	9.4 Full Vesting Upon Plan Termination
	 	 	22	 






 









 






	 	 	 	 	 
	 	 	Page No.	 
	9.5 Forfeiture, Repayment, and Restoral
	 	 	22	 
	9.6 Accounting for Forfeitures
	 	 	23	 
	9.7 Vesting and Nonforfeitability
	 	 	23	 
	Section 10. Payment of Benefits
	 	 	23	 
	10.1 Benefits for Participants
	 	 	23	 
	10.2 Time for Distribution
	 	 	23	 
	10.3 Marital Status
	 	 	25	 
	10.4 Delay in Benefit Determination
	 	 	25	 
	10.5 Accounting for Benefit Payments
	 	 	25	 
	10.6 Options to Receive Stock
	 	 	25	 
	10.7 Restrictions on Disposition of Stock
	 	 	26	 
	10.8 Continuing Loan Provisions; Creations of Protections and Rights
	 	 	26	 
	10.9 Direct Rollover of Eligible Distribution
	 	 	26	 
	10.10 Waiver of 30-Day Period After Notice of Distribution
	 	 	27	 
	Section 11. Rules Governing Benefit Claims and Review of Appeals
	 	 	27	 
	11.1 Claim for Benefits
	 	 	27	 
	11.2 Notification by Committee
	 	 	28	 
	11.3 Claims Review Procedure
	 	 	28	 
	Section 12. The Committee and its Functions
	 	 	28	 
	12.1 Authority of Committee
	 	 	28	 
	12.2 Identity of Committee
	 	 	28	 
	12.3 Duties of Committee
	 	 	29	 
	12.4 Valuation of Stock
	 	 	29	 
	12.5 Compliance with ERISA
	 	 	29	 
	12.6 Action by Committee
	 	 	29	 
	12.7 Execution of Documents
	 	 	29	 
	12.8 Adoption of Rules
	 	 	29	 
	12.9 Responsibilities to Participants
	 	 	29	 
	12.10 Alternative Payees in Event of Incapacity
	 	 	29	 
	12.11 Indemnification by Employers
	 	 	30	 
	12.12 Nonparticipation by Interested Member
	 	 	30	 
	Section 13. Adoption, Amendment, or Termination of the Plan
	 	 	30	 
	13.1 Adoption of Plan by Other Employers
	 	 	30	 
	13.2 Plan Adoption Subject to Qualification
	 	 	30	 
	13.3 Right to Amend or Terminate
	 	 	30	 
	Section 14. Miscellaneous Provisions
	 	 	31	 
	14.1 Plan Creates No Employment Rights
	 	 	31	 
	14.2 Nonassignability of Benefits
	 	 	31	 
	14.3 Limit of Employer Liability
	 	 	31	 
	14.4 Treatment of Expenses
	 	 	31	 
	14.5 Number and Gender
	 	 	31	 
	14.6 Nondiversion of Assets
	 	 	31	 
	14.7 Separability of Provisions
	 	 	32	 
	14.8 Service of Process
	 	 	32	 
	14.9 Governing State Law
	 	 	32	 
	14.10 Employer Contributions Conditioned on Deductibility
	 	 	32	 
	14.11 Unclaimed Accounts
	 	 	32	 
	14.12 Qualified Domestic Relations Order
	 	 	32	 
	14.13 Use of Electronic Mediums to Provide Notices and Make Participant Elections
	 	 	33	 
	14.14 Acquisition of Securities
	 	 	33	 






(ii)









 






	 	 	 	 	 
	 	 	Page No.	 
	Section 15. Top-Heavy Provisions
	 	 	33	 
	15.1 Top-Heavy Plan
	 	 	33	 
	15.2 Definitions
	 	 	34	 
	15.3 Top-Heavy Rules of Application
	 	 	34	 
	15.4 Minimum Contributions
	 	 	35	 
	15.5 Top-Heavy Provisions Control in Top-Heavy Plan
	 	 	36	 











(iii)









 








STANDARD BANK, PASB

EMPLOYEE STOCK OWNERSHIP PLAN




Section 1. Plan Identity.




     1.1 Name. The name of this Plan is “Standard Bank, PaSB 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 January 1, 2010.



     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
Agreement 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 a Participant who has satisfied the eligibility requirements under
Section 3 and who has at least 1,000 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.



     “Bank” means Standard Bank, PaSB and any entity which succeeds to the business of Standard
Bank, PaSB and adopts this Plan as its own pursuant to Section 13.1 of the Plan.



 









 





     “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 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 (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.



     “Closing Date” means the closing date of the stock offering of the Company.



     “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 Standard Financial Corp., the holding company of the Bank, and any successor
entity which succeeds to the business of the Company.



     “Compensation” means wages within the meaning of Code Section 3401(a) and all other payments
of compensation to an Employee by the Employer (in the course of the Employer’s trade or business)
for which the Employer is required to furnish the Employee a written statement under Code Sections
6041(d), 6051(a)(3), and 6052. Compensation must be determined without regard to any rules under
Code Section 3401(a) that limit the remuneration included in wages based on the nature or location
of the employment or the services performed (such as the exception for agricultural labor in Code
Section 3401(a)(2)).



     For purposes of this Section, the determination of Compensation shall be made by:




     (a) excluding commission income over the amount of $50,000;




     (b) excluding amounts realized from the exercise of a non-qualified stock option
(including income realized upon a disqualifying disposition of a qualified or incentive
stock option) or when restricted stock (or property) held by a Participant becomes freely
transferable or is no longer subject to a substantial risk of forfeiture; excluding amounts
includible in the gross income of a Participant upon the making of an election described in
Section 83(b) of the Code; and excluding amounts realized from the sale, exchange or other
disposition of stock acquired from or under a stock option;




     (c) including amounts which are contributed by the Employer pursuant to a salary
reduction agreement and which are not includible in the gross income of the Participant
under



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Sections 125, 132(f)(4), 402(g)(3), or 457 of the Code, and Employee contributions
described in Section 414(h)(2) of the Code that are treated as Employer contributions.



     A Participant’s Compensation shall exclude any portion of the Plan Year in which the
Participant had not yet entered the Plan (e.g., the period before the Participant’s Entry Date).



     Compensation in excess of $245,000 (or such other amount provided in the Code) shall be
disregarded. Such amount shall be adjusted for increases in the cost of living in accordance with
Section 40l(a)(17)(B) of the Code, except that the dollar increase in effect on January 1 of any
calendar year shall be effective for the Plan Year beginning with or within such calendar year. For
any short Plan Year, the Compensation limit shall be an amount equal to the Compensation limit for
the calendar year in which the Plan Year begins multiplied by the ratio obtained by dividing the
number of full months in the short Plan Year by twelve (12).



     “Disability” means the inability to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment which can be expected to result in death
or which has lasted or can be expected to last for a continuous period of not less than 12 months.
An individual shall not be considered to be permanently and totally disabled unless he furnishes
proof of the existence thereof in such form and manner, and at such times, as the Committee may
require.



     “Eligible Employee” means an Employee, other than an Employee identified in Section 3.4, who
has both (i) satisfied the age requirement of Section 3.1(ii) and (ii) has performed 1,000 Hours of
Service in the applicable Eligibility Year in accordance with Section 3.2.



     “Employee” means any individual who is or has been 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 and, after the Effective Date, the first day of the
month.



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



     “Exempt Loan” 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:



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	 	(i)	 	to acquire qualifying Employer securities as defined in
Treasury Regulations §54.4975-12;
	 
	 	(ii)	 	to repay such Exempt Loan; or
	 
	 	(iii)	 	to repay a prior exempt loan.




“415 Compensation”




     (a) shall mean wages within the meaning of Code Section 3401(a) and all other payments
of compensation to an Employee by the Employer (in the course of the Employer’s trade or
business) for which the Employer is required to furnish the Employee a written statement
under Code Sections 6041(d), 6051(a)(3), and 6052. Compensation must be determined without
regard to any rules under Code Section 3401(a) that limit the remuneration included in wages
based on the nature or location of the employment or the services performed (such as the
exception for agricultural labor in Code Section 3401(a)(2)).



     (b) 415 Compensation shall include elective contributions. For this purpose, elective
contributions are elective deferrals (as defined in Code Section 402(g)(3)) and amounts
contributed or deferred by the Employer at the election of the Employee which are not
includible in the gross income of the Employee by reason of Code Section 125 (including any
“deemed” Code Section 125 compensation), 132(f)(4), or 457.



     (d) Taxable post-severance payments from a non-qualified, unfunded deferred
compensation plan shall be included in the definition of Section 415 Compensation, but only
if such amounts are paid within the later of (i) 2 1/2 months after severance from employment
or (ii) the end of the limitation year that includes the date of severance that are payments
that, absent a severance from employment, would have been paid to the Participant as regular
compensation for services, or payments from accrued bona-fide sick, vacation, or other
leave. To the extent permitted by Treasury Regulations Section 1.415-1 et seq., such
limitations shall not apply to disabled Participants and to Participants who severed
employment due to qualified military service. “Severance from employment” shall be
interpreted as set forth in Treasury Regulations Section 1.401(k)-1 et seq.




(d) 415 Compensation shall include amounts that are includible in income under Code
Section 409A or Code Section 457(f)(1)(A).




(e) 415 Compensation in excess of $245,000 (as indexed) shall be disregarded for all
Participants. For purposes of this sub-section, the $245,000 limit shall be
referred to as the “applicable limit” for the Plan Year in question. The $245,000
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 and only compensation for the
portion of the Plan Year during which the individual was a Participant shall be
taken into account.



     (f) 415 Compensation shall also include the following types of compensation paid after
a Participant’s severance from employment with the Employer, provided that amounts described
in paragraphs (i) or (ii) below shall only be included as 415 Compensation to the extent
such amounts are paid by the later of 21/2 months after severance from employment, or by the
end of the limitation year that includes the date of such severance from employment.



-4-









 






     (i) Regular Pay. 415 Compensation shall include regular pay after severance
from employment if (a) the payment is for regular compensation for services during
the Participant’s regular working hours, or compensation for services outside of the
Participant’s regular working hours (such as overtime or shift differential),
commissions, bonuses, or other similar payments, and (b) the payment would have been
paid to the Participant prior to severance from employment if the Participant had
continued in employment with the Employer.




     (ii) Leave Cashouts. 415 Compensation shall include leave cashouts if those
amounts would have been included in the definition of 415 Compensation if they were
earned prior to the Participant’s severance from employment, and the amounts are
payment for unused accrued bona fide sick, vacation or other leave, but only if the
Participant would have been able to use the leave if his employment had continued.




     (g) 415 Compensation shall also include differential wage payments (as defined in Code
Section 3401(h)) paid by the Employer to a former Employee who is performing qualified
military services (as defined in Code Section 414(u)(1)) but only to the extent that those
differential wage payments do not exceed the amounts the individual would have received if
the individual had continued to perform services for the Employer rather than entering
qualified military service.



     “Highly Paid Employee” for any Plan Year means an Employee who, during either that or the
immediately preceding Plan Year was at any time a five percent owner of the Employer (as defined in
Code Section 416(i)(1)) or, during the immediately preceding Plan Year, had 415 Compensation
exceeding $110,000 and was among the most highly compensated one-fifth of all Employees (the
$110,000 amount is adjusted at the same time and in the same manner as under Code Section 415(d)).
For these purposes, “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 21, whose employment is covered by a collective bargaining agreement, or who is a
nonresident alien who receives no earned income from United States sources. The applicable year
for which a determination is being made is called a “determination year” and the preceding 12-month
period is called a look-back year.



     “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



-5-









 







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.




     (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 Exempt Loan, 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 first day of the month coincident with or next following
the Participant’s 65th birthday.



     “Participant” means any Eligible Employee who is an Active Participant participating in the
Plan, or Eligible Employee or former Employee who was previously an Active Participant and still
has a balance credited to his Account.



     “Period of Uniformed Service” means the length of time that an Employee serves in the
Uniformed Services.



     “Plan Year” means the twelve-month period commencing January 1, 2010 and ending December 31,
2010 and each period of 12 consecutive months beginning on January 1 of each succeeding 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



-6-









 






     (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).



     “Reemployment After a Period of Uniformed Service”



          (a) “Reemployment (or Reemployed) After a Period of Uniformed Service” means that an Employee
returned to employment with a Participating Employer, within the time frame set forth in
subparagraph (b) below, after a Period of Uniformed Service in the Uniformed Services and the
following rules corresponding to provisions of the Uniformed Services Employment and Reemployment
Rights Act of 1994 (“USERRA”) apply: (i) he or she gives sufficient notice of leave to the
Participating Employer prior to commencing a Period of Uniformed Service, or is excused from
providing such notice; (ii) his or her employment with the Participating Employer prior to a Period
of Uniformed Service was not of a brief, nonrecurrent nature that would preclude a reasonable
expectation that such employment would continue indefinitely or for a significant period; (iii) the
Participating Employer’s circumstances have not changed so that reemployment is unreasonable or an
undue hardship to the Participating Employer; and (iv) the applicable cumulative Periods of
Uniformed Service under USERRA equals five years or less, unless service in the Uniformed Services:





          (1) in excess of five years is required to complete an initial Period of Uniformed
Service;




          (2) prevents the Participant from obtaining orders releasing him or her from such
Period of Uniformed Service prior to the expiration of a five-year period (through no fault
of the Participant);




          (3) is required in the National Guard for drill and instruction, field exercises or
active duty training, or to fulfill necessary additional training, or to fulfill necessary
additional training requirements certified in writing by the Secretary of the branch of
Uniformed Services concerned; or




          (4) for a Participant is




          (A) required other than for training under any provisions of law during a war
or national agency declared by the President or Congress;




          (B) required (other than for training) in support of an operational mission for
which personnel have been ordered to active duty other than during war or national
emergency;




          (C) required in support of a critical mission or requirement of the Uniformed
Services; or




          (D) the result of being called into service as a member of the National Guard
by the President in the case of rebellion or danger of rebellion against the
authority of
the United States Government or if the President is unable to execute the laws
of the United States with the regular forces.



          (b) The applicable statutory time frames within which an Employee must report to a
Participating Employer after a Period of Uniformed Service are as follows:




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          (1) If the Period of Uniformed Service was less than 31 days,




          (A) not later than the beginning of the first full regularly scheduled work
period on the first full calendar day following the completion of the Period of
Uniformed Service and the expiration of eight hours after a period of time allowing
for the safe transportation of the Employee from the place of service in the
Uniformed Services to the Employee’s residence; or




          (B) as soon as possible after the expiration of the eight-hour period of time
referred to in Clause (A), if reporting within the period referred to in such
clause is impossible or unreasonable through no fault of the Employee.




          (2) In the case of an Employee whose Period of Uniformed Service was for more than 30
days but less than 181 days, by submitting an application for reemployment with a
Participating Employer not later than 14 days after the completion of the Period of
Uniformed Service or, if submitting such application within such period is impossible or
unreasonable through no fault of the Employee, the next first full calendar day when
submission of such application becomes reasonable.




          (3) In the case of an Employee whose Period of Uniformed Service was for more than 180
days, by submitting an application for reemployment with a Participating Employer not later
than 90 days after the completion of the Period of Uniformed Service.




          (4) In the case of an Employee who is hospitalized for, or convalescing from, an
illness or injury related to the Period of Uniformed Service the Employee shall apply for
reemployment with a Participating Employer at the end of the period that is necessary for
the Employee to recover. Such period of recovery shall not exceed two years, unless
circumstances beyond the Employee’s control make reporting as above unreasonable or
impossible.



          (c) Notwithstanding subparagraph (a), Reemployment After a Period of Uniformed Service
terminates upon the occurrence of any of the following:





          (1) a dishonorable or bad conduct discharge from the Uniformed Services;




          (2) any other discharge from the Uniformed Services under circumstances other than an
honorable condition;




          (3) a discharge of a commissioned officer from the Uniformed Services by court martial,
by commutation of sentence by court martial, or, in time of war, by the President; or




          (4) a demotion of a commissioned officer in the Uniformed Services for absence without
authorized leave of at least 3 months confinement under a sentence by court martial, or
confinement in a federal or state penitentiary after being found guilty of a crime under a
final sentence.



     “Service” means an Employee’s period(s) of 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, provided, however, that Service with an
acquired entity shall not be considered Service under the Plan unless required by applicable law or
agreed to by the parties to such



-8-









 







transaction. 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 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 common stock issued by the Employer (or by a corporation which is a member of
the same controlled group) which is readily tradable on an established securities market. In the
event there is no common stock which meets the requirements of the preceding sentence, then “Stock”
means common stock issued by the Employer (or by a corporation which is a member of the same
controlled group) having a combined voting power and dividend rights equal to or in excess of (A)
that class of common stock of the Employer (or of any other such corporation) having the greatest
voting power; and (B) that class of common stock of the Employer (or of any other such corporation)
having the greatest dividend rights.



     “Stock Fund” means that portion of the Trust Fund consisting of Stock.



     “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 Exempt Loans and which have not yet
been allocated to the Participant’s Accounts in accordance with Section 4.2.



     “Uniformed Service” means the performance of duty on a voluntary or involuntary basis in the
uniformed service of the United States, including the U.S. Public Health Services, under competent
authority and includes active duty, active duty for training, initial activity duty for training,
inactive duty training, full-time National Guard duty, and the period for which a person is absent from a position of employment
for purposes of an examination to determine the fitness of the person to perform any such duty.



     “Valuation Date” means each business day provided the Stock is readily tradable on an
established securities market. If the Stock is not readily tradable on an established securities
market, then “Valuation Date” shall mean the last day of the Plan Year and each other date as of
which the Committee shall determine



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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.



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Section 3. Eligibility for Participation.




     3.1 Initial Eligibility. All Eligible Employees employed on the Effective Date shall
enter the Plan as of the Plan’s Effective Date. Thereafter, an Eligible Employee shall enter the
Plan as of the Entry Date coincident with or next following the later of the following dates:




     (i) the last day of the Eligible Employee’s first Eligibility Year, and




     (ii) the Eligible Employee’s 21st birthday. However, if an Eligible 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.



     3.2 Definition of Eligibility Year. “Eligibility Year” means an applicable
eligibility period (as defined below) in which the Eligible Employee has completed 1,000 Hours of
Service for the Employer. For this purpose, an Eligible 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
subsequent eligibility periods shall commence on the first anniversary of the date on which the
Employee first completed an Hour of Service for the Employer.



     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.




     3.4-1. 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.




     3.4-2. Leased Employees are not eligible to participate in the Plan.




     3.4-3. Employees who are nonresident aliens with no earned income (within the meaning
of Code Section 911(d)(2)) from the Employer which constitutes income from sources within
the United States (within the meaning of Code Section 861(a)(3)).




     3.4-4 Hourly Employees are not eligible to participate in the Plan.



     3.5 Participation and Reparticipation. Subject to the satisfaction of the foregoing
requirements, an Eligible 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
Eligible Employee who returns before five (5) consecutive one year 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 Eligible 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 Eligible
Employee in the amount which the said Employer would have contributed regardless of whether or not
it is deductible in whole or in part in any taxable year under applicable provisions of the Code.



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     3.7 Inclusion of Ineligible Employee. If, in any fiscal 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 such contribution. In such
event, the amount contributed with respect to the ineligible person shall constitute a forfeiture
for the fiscal year in which the discovery is made.



Section 4. Contributions and Credits.




     4.1 Discretionary Contributions.



     4.1-1. 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 the manner set forth in Section 8.1-2.



     4.1-2. Upon a Participant’s Reemployment After a Period of Uniformed Service, the Employer
shall make an additional contribution on behalf of such Participant that would have been made on
his or her behalf during the Plan Year or Years corresponding to the Participant’s Period of
Uniformed Service.



     4.2 Contributions for Exempt Loans. If the Trustee, upon instructions from the
Committee, incurs any Exempt Loan 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 Exempt Loan. If there is more than one Exempt Loan, 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 Exempt Loan related to that Stock, subject to Section 7.2.



     In each Plan Year in which Employer contributions, earnings on contributions, or dividends on
Stock in the Unallocated Stock Fund are used as payments under an Exempt Loan, a certain number of
shares of the Stock acquired with that Exempt Loan 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 Exempt Loan 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 Exempt Loan.



     At the direction of the Committee, the current and projected payments of interest under an
Exempt Loan may be ignored in calculating the number of shares to be released in each year if (i)
the Exempt Loan 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 Exempt Loan, by reason
of renewal, extension, or refinancing, has not exceeded 10 years from the original acquisition of
the Stock.



     4.3 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



-12-









 







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.



     4.4 Rollover Contributions. This Plan shall not accept a direct rollover or rollover
contribution of an “eligible rollover distribution” as such term is defined in Section 10.9-1 of
the Plan.



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 No more than one-third of the Employer contributions used for repayment of any
Exempt Loan in accordance with Section 4.2 shall be allocated to the accounts of Highly Paid
Employees (within the meaning of Code Section 414(q)), with the remaining Employer
contributions to be made to Non-Highly Compensated Employees in the manner specified under
Section 8.1. Such adjustments shall be made before any allocations 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 $49,000 (or such other dollar
amount which results from cost-of-living adjustments under Section 415(d) of the Code) (the
“dollar limitation”) or 100 percent of the Participant’s 415 Compensation for such
limitation year (the “percentage limitation”). The percentage limitation shall not apply to
any contribution for medical benefits after separation from service (within the meaning of
Section 401(h) or Section 419A(f)(2) of the Code) which is otherwise treated as an annual
addition. In the event the annual additions exceed the limits of Code Section 415 described
above, the annual additions for such year shall be reduced and reallocated in accordance
with the Employee Plans Compliance Resolution System (EPCRS) as set forth in Rev. Proc.
2008-50 or any subsequent guidance issued by the Internal Revenue Service.




     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.




     Annual additions to the Participant’s Account shall not include a restorative payment
in accordance with Treasury Regulation Section 1.415(c)-1(b)(2)(C) that is made to restore
losses to the Plan resulting from actions by a fiduciary for which there is a reasonable
risk of liability for breach of fiduciary duty under ERISA or other applicable federal and
state law.



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     In the event Stock is released from the Unallocated Stock Fund and allocated to a
Participant’s Account for a particular Plan Year, the Employer may determine for such year
that an annual addition shall be calculated on the basis of the fair market value of the
Stock so released and allocated (such fair market value to be based on the valuation as of
the Valuation Date immediately preceding the Plan Year in respect of which the release and
allocation are made) if the annual addition, as so calculated, is lower than the annual
addition calculated on the basis of Employer contributions.




     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:




     (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 Eligible 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 ending on December
31 within the Plan Year.



     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



-14-









 







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 this Plan or be allocated directly or
indirectly under any plan of the Employer meeting the requirements of Code Section 401(a) during
the non-allocation period, in order to comply with Code Section 409(n).



     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 (i) any class of outstanding stock
of a corporation and (ii) the total value of any class of outstanding 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 Participant who owns more than 25 percent of 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 have 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, after
taking into consideration Sections 3.6 and 3.7, if applicable, 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



-15-









 







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 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 an “Exempt Loan.” The term “Exempt Loan” 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. An Exempt Loan
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 an Exempt Loan in order to qualify as an
“exempt loan” is not a refinancing of the Exempt Loan or the making of another Exempt Loan. 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 Exempt Loan shall be subject to the following
conditions and limitations:




     6.3-1 An Exempt Loan shall primarily be for the benefit of Plan Participants and
Beneficiaries, 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, such that the interest
rate and the price of the securities to be acquired with the Exempt Loan will not cause
the Plan’s assets to be drained off in violation of Treasury Regulation Section
54.4975-7(b)(3).




     6.3-2 An Exempt Loan may, but need not, be secured by a collateral pledge of either
the Stock acquired in exchange for the Exempt Loan, or the Stock previously pledged in
connection with a prior Exempt Loan which is being repaid with the proceeds of the current
Exempt Loan. No other assets of the Plan and Trust may be used as collateral for an Exempt
Loan, and no creditor under an Exempt Loan 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 an Exempt Loan must provide for the release of
pledged Stock in connection with payments on the Exempt Loan in the ratio prescribed in
Section 4.2.




     6.3-4 Repayments of principal and interest on any Exempt Loan during any Plan Year
must not exceed an amount equal to the sum of contributions and earnings received during or
prior to such Plan Year, less such payments in prior Plan Years and from cash dividends
received on Stock, in the last case, however, subject to the further requirements of Section
7.2. All contributions and earnings shall be separately accounted for in the Plan’s records
until the Exempt Loan is repaid.




     6.3-5 In the event of default of an Exempt Loan, the value of Plan assets transferred
in satisfaction of the Exempt Loan must not exceed the amount of the default. If the lender
is a disqualified person within the meaning of Section 4975 of the Code, an Exempt Loan 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 Exempt Loan. For purposes of this
paragraph, the making of a guarantee does not make a person a lender.



-16-









 





     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 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 other investments, 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. In the discretion of the Committee, the Plan may satisfy the diversification
requirement by any of the following methods:




     6.4-1 The Plan may distribute all or part of the amount subject to the diversification
election.




     6.4-2 The Plan may offer the Participant at least three other distinct investment
options, if available under the Plan. The other investment options shall satisfy the
requirements of Regulations under Section 404(c) of the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”).




     6.4-3 The Plan may transfer the portion of the Participant’s Account subject to the
diversification election to another qualified defined contribution plan of the Employer that
offers at least three investment options satisfying the requirements of the Regulations
under Section 404(c) of ERISA.



Section 7. Voting Rights and Dividends on Stock.




     7.1 Voting and Tendering of Stock.



          7.1-1. 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. In the event no shares of Stock have been allocated to Participants’ Accounts at the
time Stock is to be voted, 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,



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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.



          7.1-2 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.




     7.2 Application of Dividends.




     7.2-1 Stock Dividends. 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 Participants’ Accounts and the Unallocated Stock Fund in accordance with their
holdings of the Stock on which the dividends are paid.




     7.2-2 Cash Dividends. The treatment of dividends paid in cash shall be
determined after consideration to whether the cash dividends are paid on Stock held in
Participants’ Accounts or the Unallocated Stock Fund.




          (i) On Stock in Participants’ Accounts.




          (A) Employer Exercises Discretion. 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 8.4(c) 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 Exempt Loan. If
dividends on Stock allocated to a Participant’s Account are used to repay the Exempt Loan,
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.




          (B) Participant Exercises Discretion over Dividend. In addition, in the sole
discretion of the Employer, the Employer may grant Participants the right to elect: (I) to
have cash dividends paid on shares of Stock credited to such Participants’ Stock Fund
Accounts distributed to the Participant, or (II) to leave the cash dividends allocated to
the Participant’s Account in the Plan, to be credited to the Stock Fund Account and invested
in shares of Stock. Dividends on which such election may be made will be fully vested in
the Participant (even if not otherwise vested, absent the ability to make such election).
Accordingly, the Employer may choose to offer this election only to Participants who are
fully vested in their Account. In the event the Employer elects to give Participants the
right to determine the treatment of such dividends, the Participant’s election shall be made
by filing with the Committee the appropriate written direction as provided by the Committee
at such time and in accordance with such procedures and limitations which the Committee may
from time to time establish; provided, however, that the procedures established by the
Committee shall provide a reasonable opportunity to change the election at least annually,
may establish a default election if a Participant fails to make an affirmative election
within the time established for making elections, may provide that the election is
applicable for the Plan Year and cannot be revoked with



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respect to such Plan Year, shall
otherwise be implemented in a manner such that the dividends paid or reinvested will
constitute “applicable dividends” which may be deducted under Code Section 404(k), and are
in accordance with applicable guidance issued or to be issued by the Secretary of the
Treasury. If the Employer elects to give Participants the right to exercise the discretion
in this Paragraph 7.2-2(i)(B), the ability to make such election shall be available to the
Participant with respect to dividends paid for the entire Plan Year.




          (ii) On Stock in the Unallocated Stock Fund. Dividends received on shares of
Stock held in the Unallocated Stock Fund shall be applied to the repayment of principal and
interest then due on the Exempt Loan used to acquire such shares. Notwithstanding the
foregoing dividends paid on a share of Stock may not be used to make payments on a
particular Exempt Loan unless the share was acquired with the proceeds of such loan or a
refinancing of such loan.



Section 8. Adjustments to Accounts.




          8.1 ESOP Allocations. Amounts available for allocation for a particular Plan Year
will be divided into two categories. The first category relates to shares of Stock released from
the Unallocated Stock Fund attributable to using cash dividends to make Exempt Loan payments. The
second category relates to contributions made by the Employer and shares of Stock released from the
Unallocated Stock Fund on the basis of such Employer contributions and amounts forfeited from Stock
Fund Accounts pursuant to Section 9.5.





     8.1-1. Shares of Stock attributable to the first category will be allocated to the
Stock Fund Accounts of eligible Participants as follows:




     (i) first, if dividends paid on shares of Stock held in Participants’ Stock
Fund Accounts are used to make payments on an Exempt Loan, there shall be allocated
to each such account a number of shares of Stock released from the Unallocated Stock
Fund with a fair market value (determined as of the Valuation Date coincident with
or immediately preceding the loan payment date) that at least equals the amount of
dividends so used,




     (ii) second, if necessary, any remaining shares of Stock shall be applied to
reinstate amounts forfeited from Stock Fund Accounts of former employees who are
entitled to a reinstatement under Section 9.5, and




     (iii) finally, any remaining shares of Stock shall be allocated as a general
investment gain in proportion to the number of shares held in the Active
Participants’ Stock Fund Accounts as of the last Valuation Date of the Plan Year for
which they are allocated in the same manner as described in Section 7.2-2(i).



     8.1-2. Shares of Stock or cash attributable to the second category (i.e., Employer
contributions, Stock released from the Unallocated Stock Fund on the basis of Employer
contributions, and amounts forfeited) will be allocated to the Stock Fund Accounts or
Investment Fund Accounts, as the case may be, pro rata, in proportion to the Compensation of
each Active Participant that was earned by such Participant for the portion of the calendar
year during which he or she was a Participant compared to Compensation for all Active
Participants.



     8.1-3. Shares of Stock or cash attributable to contributions made under Section 4.1-2
shall be allocated specifically to the Participants on whose behalf such contributions were
made.




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     8.2 Charges to Accounts. When a Valuation Date occurs, any distributions made to
or on behalf of any Participant or Beneficiary since the last preceding Valuation Date shall be
charged to the proper Accounts maintained for that Participant or Beneficiary.



     8.3 Stock Fund Account. Subject to the provisions of Sections 5 and 8.1, as of the
last day of each Plan Year, the Trustee shall credit to each Participant’s Stock Fund Account: (a)
the Participant’s allocable share of Stock purchased by the Trustee or contributed by the Employer
to the Trust Fund for that year; (b) the Participant’s allocable share of the Stock that is
released from the Unallocated Stock Fund for that year; (c) the Participant’s allocable share of
any forfeitures of Stock arising under the Plan during that year; and (d) any stock dividends
declared and paid during that year on Stock credited to the Participant’s Stock Fund Account.



     8.4 Investment Fund Account. Subject to the provisions of Sections 5 and 8.1 as of
the last day of each Plan Year, the Trustee shall credit to each Participant’s Investment Fund
Account: (a) the Participant’s allocable share of any contribution for that year made by the
Employer in cash or in property other than Stock that is not used by the Trustee to purchase
Employer Stock or to make payments due under an Exempt Loan; (b) the Participant’s allocable share
of any forfeitures from the Investment Fund Accounts of other Participants arising under the Plan
during that year; (c) any cash dividends paid during that year on Stock credited to the
Participant’s Stock Fund Account, other than dividends which are paid directly to the Participant
and other than dividends which are used to repay Exempt Loan; and (d) the share of the net income
or loss of the Trust Fund properly allocable to that Participant’s Investment Fund Account, as
provided in Section 8.5.



     8.5 Adjustment to Value of Trust Fund. As of the last day of each Plan Year, the
Trustee shall determine: (i) the net worth of that portion of the Trust Fund which consists of
properties other than Stock (the “Investment Fund”); and (ii) the increase or decrease in the net
worth of the Investment Fund since the last day of the preceding Plan Year. The net worth of the
Investment Fund shall be the fair market value of all properties held by the Trustee under the
Trust Agreement other than Stock, net of liabilities other than liabilities to Participants and
their beneficiaries. The Trustee shall allocate to the Investment Fund Account of each Participant
that percentage of the increase or decrease in the net worth of the Investment Fund equal to the
ratio which the balances credited to the Participant’s Investment Fund Account bear to the total
amount credited to all Participants’ Investments Fund Accounts. This allocation shall be made
after application of Section 7.2, but before application of Sections 8.1, 8.4 and 5.1.



     8.6 Participant Statements. Each Plan Year, the Trustee will provide each Participant
with a statement of his or her Account balances as of the last day of the Plan Year.



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






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     9.2 Computation of Vesting Years. For purposes of this Plan, a “Vesting Year” means
generally a Plan Year in which an Eligible Employee has performed at least 1,000 Hours of Service,
beginning with the first Plan Year in which the Eligible Employee has completed an Hour of Service
with the Employer, and including Service with other Employers as provided in the definition of
“Service.” Notwithstanding the above, an Eligible Employee employed with the Bank shall receive
credit for vesting purposes for each calendar year of continuous employment with the Bank, prior to
the adoption of the Plan, in which such Eligible Employee completed at least 1,000 Hours of Service
(such years shall also be referred to as “Vesting Years”). 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 Eligible Employee attains age 18.




     9.2-2 To the extent applicable, a Participant’s vested interest in his Account
accumulated before five (5) consecutive one year Break 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 one year Break in Service before his interest in his
Account has become vested to some extent, pre-Break in Service years of Service shall not be
required to be taken into account for purposes of determining his post-Break in Service
vested percentage.




     9.2-3 To the extent applicable, in the case of a Participant who has 5 or more
consecutive one year Break in Service, the Participant’s pre-Break in Service will count in
vesting of the Employer-derived post-Break in Service 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




     (ii) upon returning to Service the number of consecutive one 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, 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 To the extent applicable, 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 Disability or by death.



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     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 a change in control of a nature that: (i) would be required to be reported in
response to Item 5.01 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
Home Owners Loan Act, as amended (“HOLA”), and applicable rules and regulations promulgated
thereunder, as in effect at the time of the Change in Control; 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 Company representing 25% or more of the combined voting power of
Company’s outstanding securities except for any securities purchased by the Bank’s employee
stock ownership plan or 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 that any person becoming a director subsequent to the date hereof whose
election was approved by a vote of at least three-quarters 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 plan
of 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 Company is not the surviving
institution occurs; or (d) a proxy statement soliciting proxies from stockholders of the
Company, by someone other than the current management of the Company, seeking stockholder
approval of a plan of reorganization, merger or consolidation of the Company or similar
transaction with one or more corporations as a result of which the outstanding shares of the
class of securities then subject to the Plan are to be exchanged for or converted into cash
or property or securities not issued by the Company; or (e) a tender offer is made for 25%
or more of the voting securities of the Company and the shareholders owning beneficially or
of record 25% or more of the outstanding securities of the Company have tendered or offered
to sell their shares pursuant to such tender offer and such tendered shares have been
accepted by the tender offeror. Notwithstanding anything herein to the contrary, the
reorganization of the Bank from the mutual to stock form shall not be considered a “Change
in Control.”




     9.3-3 Upon a Change in Control described in 9.3-2, the Plan shall be terminated.




     9.3-4 Notwithstanding the foregoing, Participants who die or suffer a Disability while
performing qualified military service (as defined in accordance with Code Section 414(u)(1))
shall be deemed to be fully vested, in accordance with the HEART Act of 2008.



     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 five consecutive one-year Breaks in Service. 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 immediately upon his termination of Service.



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     If a Participant who has suffered a forfeiture of the nonvested portion of his Account returns
to Service before he has five (5) consecutive one-year Break in Service, the nonvested portion
shall be restored, provided that, if the Participant had received a distribution of his vested
Account balance, the amount distributed shall be repaid prior to such restoral. The Participant
may repay such amount at any time within five years after he has returned to Service. The amount
repaid 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, then from
amounts allocated in accordance with Section 8.1-1(ii), and if insufficient, then 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.




     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. Notice to the Participant with regard to having the right to elect the manner in
which his vested Account balance will be distributed to him may be given up to 180 days before the
first day of the first period for which an amount is payable. 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. Notwithstanding any provision to the contrary, if
the value of a Participant’s vested Account balance at the time of any distribution does not exceed
$1,000, then such Participant’s vested Account shall be distributed in a lump sum within 60 days
(or as soon as administratively feasible) after the end of the Plan Year in which employment
terminates. If the value of a Participant’s vested Account balance is 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.
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. Notwithstanding
the foregoing, in the event a distribution of more than $1,000 but not exceeding $5,000 is
made in accordance with the above without the Participant’s consent, then the Plan administrator
shall pay the distribution in a direct rollover to an individual retirement plan designated by the
Plan administrator in accordance with Code Section 401(a)(31)(B) and the regulations promulgated
thereunder. All distributions of $5,000 or less that are made pursuant to this Section without the
Participant’s consent shall be made in cash.



     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



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as soon as practicable following his termination of Service, but
no later than (i) one year after the close of the Plan Year 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 (5th) Plan Year following the
Plan Year in which the Participant otherwise separates from service, except that this clause
shall not apply if the Participant is reemployed by the Employer before distribution is
required to begin under this Section 10.2-1.




     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 701/2 ,
and (2) with respect 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 701/2, 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 701/2. In either case, distributions shall be completed within five years after
they commence.




     (ii) If the Participant dies after distribution has commenced pursuant to Section 10.1
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 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.



-24-









 






(This requirement shall
not apply if the Participant establishes to the Committee’s satisfaction that the Spouse may
not be located.)




     10.2-5 All distributions under this section shall be determined and made in accordance
with Code Section 401(a)(9) and final Treasury Regulations Sections 1.401(a)(9)-1 through
1.401(a)(9)-9, including the minimum distribution incidental benefit requirements of Code
Section 401(a)(9)(G). These provisions override any distribution options in the Plan
inconsistent with Code Section 401(a)(9).



     10.3 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.



     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 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 the event the
Participant elects to receive all Stock, 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, other than as specifically set
forth in Section 10.1, 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
incompetence, 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.



-25-









 





     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 beginning not later than 30
days after the exercise of the put right and not exceeding five years, 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.



     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 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 Exempt Loan, the put
right shall be nonterminable. The put right for Stock acquired through an Exempt Loan shall
continue with respect to such Stock after the Exempt Loan is repaid or the Plan ceases to be an
employee stock ownership plan. Notwithstanding anything in the Plan to the contrary, if securities
acquired with the proceeds of an Exempt Loan available for distribution consist of more than one
class, a distributee must receive substantially the same proportion of each such class, in
accordance with Treasury Regulations Section 54.4975-11(f)(2).



     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 incompetence, 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 be 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). A portion of a distribution
shall not fail to be an eligible rollover distribution merely because the portion consists
of after-tax employee contributions



-26-









 






which are not includible in gross income. However, such
portion may be transferred only to an individual retirement account or annuity described in
section 408(a) or (b) of the Code, or to a qualified defined contribution plan described in
section 401(a) or 403(a) of the Code that agrees to separately accounting for the portion of
such distribution which is includible in gross income and the portion of such distribution
which is not so includible.




     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. An eligible
retirement plan shall also include an annuity contract described in Section 403(b) of the
Code and an eligible plan under Section 457(b) of the Code which is maintained by a state,
or any agency or instrumentality of a state or political subdivision of a state and which
agrees to separately account for amounts transferred into such plan from this Plan.
Effective on the first day of the Plan Year beginning on or after January 1, 2009, an
“eligible retirement plan” shall also include a deemed individual retirement account
described in Code Section 408(q) and a Roth individual retirement account in accordance with
Code Section 408A(e).




     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), and shall include non-spouse Beneficiaries
pursuant to Code Section 402(c)(11).




     10.9-5 The Administrator shall provide Participants or other distributes of eligible
rollover distributions with a written notice designed to comply with the requirements of
Code Section 402(f). Such notice shall be provided within a reasonable period of time
before making an eligible rollover distribution. Such notice may be provided up to 180 days
before the first day of the first period for which an amount is payable.



     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 Treasury Regulations Section 1.411(a)-11(c) is given, provided that:




     (i) the Trustee or 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.



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     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.



     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 consist of three or more individuals
selected by the Bank. Any individual, including a director, trustee, shareholder, officer, or
Employee of an Employer, shall be eligible to serve as a member of the Committee. The Bank shall
have the power to remove any individual serving on the Committee at any time without cause upon 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.



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     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 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 Exempt Loans.
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. 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 and to pay their reasonable
expenses and compensation.



     12.4 Valuation of Stock. If the Stock is not readily tradable on an established
securities 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 Code Section
170(a)(1). The valuation date for all Plan transactions, including transactions between the Plan
and a disqualified person, shall be the date of the transaction, in accordance with Treasury
Regulations Section 54.4975-11(d)(5).



     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.



     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 Plan document and the best interests of all Participants and Beneficiaries
in a non-discriminatory manner.



     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



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benefits to be paid, in the case of a minor, to his parents, his legal
guardian, or a custodian for him 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 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



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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 14.12 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.
The Committee may determine that, and shall inform the Trustee when, reasonable expenses may be
charged directly to the Account or Accounts of a Participant or group of Participants to whom or
for whose benefit such expenses are allocable, subject to the guidelines set forth in Field
Assistance Bulletin 2003-03, to the extent not superseded, or any successor directive issued by the
Department of Labor.



     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.



     14.6 Nondiversion of Assets. Except as provided in Sections 5.2 and 14.12, 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.



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     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 Commonwealth of Pennsylvania 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. In addition, reversions of Employer contributions (including earnings or losses
attributable thereto) are permitted within one year after the applicable determination date, if the
reversion is due to a good faith mistake of fact. The maximum amount that may be returned to the
Employer in the case of a mistake of fact or the disallowance of a deduction is the excess of (1)
the amount contributed, over, as relevant, (2) (A) the amount that would have been contributed had
no mistake of fact occurred, or (B) the amount that would have been contributed had the
contribution been limited to the amount that is deductible after any disallowance by the Internal
Revenue Service.



     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:




     (i) 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.




     (ii) 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.


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




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     (i) The Employer or the 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




     (ii) Within a reasonable period after receipt of such order, the Employer or the
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
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 Committee, by a court of competent
jurisdiction,
or otherwise), the Employer or the 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 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
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.



     14.13 Use of Electronic Media to Provide Notices and Make Participant Elections.
Pursuant to Treasury Regulations Section 1.401(a)-21, the Plan may elect to use electronic media to
provide notices required to be provided to Participants under the Plan and will accept elections
from Participants communicated to the Plan using such electronic media. 



     14.14 Acquisition of Securities. Notwithstanding any other provision of the Plan to
the contrary, at no time shall the Plan be obligated to acquire securities from a particular
security holder at an indefinite time determined upon the happening of an event such as the death
of the security holder, pursuant to Treasury Regulations Section 54.4975-11(a)(7)(i).



Section 15. Top-Heavy Provisions.




     15.1 Top-Heavy Plan. This Plan is top-heavy if any of the following conditions exist:




     (i) 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;




     (ii) 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




     (iii) 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%).



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     15.2 Definitions.



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




     15.2-1 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.




     15.2-2 A “Key Employee” means any employee or former employee (including any deceased
employee) who at any time during the plan year that includes the determination date was an
officer of the employer having annual compensation greater than $160,000 (as adjusted under
section 416(i)(1) of the Code), a 5-percent owner of the employer, or a 1-percent owner of
the employer having annual compensation of more than $160,000. For this purpose, annual
compensation means compensation within the meaning of section 415(c)(3) of the Code. The
determination of who is a key employee will be made in accordance with section 416(i)(1) of
the Code and the applicable regulations and other guidance of general applicability issued
thereunder.




     15.2-3 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.




     15.2-4 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 Date 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) or 410. For purposes
of the preceding sentence, a qualified Plan of the Employer includes a terminated Plan
maintained by the Employer within the 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.




     15.2-5 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.



     15.3 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:



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     15.3-1 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.




     15.3-2 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.




     15.3-3 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.




     15.3-4 Employer contributions attributable to a salary reduction or similar arrangement
will be taken into account. Employer matching contributions also shall be taken into
account for purposes of satisfying the minimum contribution requirements of Section
416(c)(2) of the Code and the Plan.




     15.3-5 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.




     15.3-6 The present values of accrued benefits and the amounts of account balances of an
employee as of the determination date shall be increased by the distributions made with
respect to the employee under the plan and any plan aggregated with the plan under Section
416(g)(2) of the Code during the 1-year period ending on the determination date. The
preceding sentence shall also apply to distributions under a terminated plan which, had it
not been terminated, would have been aggregated with the plan under Section 416(g)(2)(A)(i)
of the Code. In the case of a distribution made for a reason other than separation from
service, death, or disability, this provision shall be applied by substituting “five (5)
year period” for “one (1) year period.”




     15.3-7 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 one (1) 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.




     15.3-8 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, 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.



     15.4 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



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     (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, 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, including a plan that consists solely of a cash or deferred arrangement
which meets the requirements of Section 401(k)(12) of the Code and matching contributions with
respect to which the requirements of Section 401(m)(11) of the Code are met.



     15.5 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.




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