Exhibit 10.1


 


CENTRAL FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ROLLA


FORM OF

EMPLOYEE STOCK OWNERSHIP PLAN


 


Effective [              ]


 




    	 		 



     

    

 


CENTRAL FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ROLLA


FORM OF

EMPLOYEE STOCK OWNERSHIP PLAN


 


TABLE OF CONTENTS


 


	Section 1 - Introduction	1
	 	 
	Section 2 - Definitions	1
	 	 
	Section 3 - Eligibility and Participation	8
	 	 
	Section 4 - Contributions	10
	 	 
	Section 5 - Plan Accounting	12
	 	 
	Section 6 - Vesting	18
	 	 
	Section 7 - Distributions	20
	 	 
	Section 8 - Voting of Company Stock and Tender Offers	27
	 	 
	Section 9 - The Committee and Plan Administration	28
	 	 
	Section 10 - Rules Governing Benefit Claims	30
	 	 
	Section 11 - The Trust	31
	 	 
	Section 12 - Adoption, Amendment and Termination	32
	 	 
	Section 13 - General Provisions	33
	 	 
	Section 14 - Top-Heavy Provisions	34



 




    	 		 



     

    

 


CENTRAL FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ROLLA 


EMPLOYEE STOCK OWNERSHIP PLAN


 


SECTION 1


INTRODUCTION


 


1.01         Nature
of the Plan. Effective as of              
(the “Effective Date”), Central Federal Savings and Loan Association of Rolla (the “Association”) hereby
adopts the Central Federal Savings and Loan Association of Rolla Employee Stock Ownership Plan (the “Plan”). The Plan
enables Eligible Employees (as defined in Section 2.01(q) of the Plan) to acquire stock ownership interests in Central Federal
Bancshares, Inc. (the “Company”), the holding company of the Association. The Association intends this Plan to be a
tax-qualified stock bonus plan under Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”),
and an employee stock ownership plan within the meaning of Section 407(d)(6) of the Employee Retirement Income Security Act of
1974, as amended (“ERISA”), and Sections 409 and 4975(e)(7) of the Code. The Plan is designed to invest primarily in
the common stock of the Company, which stock constitutes “qualifying employer securities” within the meaning of Section
407(d)(5) of ERISA and Sections 409(l) and 4975(e)(8) of the Code. Accordingly, the Plan and Trust Agreement (as defined in Section
2.01(oo) of the Plan) shall be interpreted and applied in a manner consistent with the Association’s intent for it to be
a tax-qualified plan designed to invest primarily in qualifying employer securities.


 


1.02         Employers
and Affiliates. The Association and each of its Affiliates (as defined in Section 2.01(c) of the Plan) which, with the
consent of the Association, adopt the Plan pursuant to the provisions of Section 12.01 of the Plan are collectively referred to
as the “Employers” and individually as an “Employer.” The Plan shall be treated as a single plan with respect
to all participating Employers. No Employer is a Subchapter-S corporation as of the Effective Date.


 


SECTION 2


DEFINITIONS


 


2.01         Definitions.
In this Plan, whenever the context so indicates, the singular or the plural number and the masculine or feminine gender shall be
deemed to include the other, the terms “he,” “his,” and “him,” shall refer to a Participant
or Beneficiary, as the case may be, and, except as otherwise provided, or unless the context otherwise requires, the following
bolded and capitalized terms have the meanings set forth below.


 


(a)          Account
or Accounts mean a Participant’s or Beneficiary’s Company Stock Account and/or his Other Investments Account,
as the context so requires.


 


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


 


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


 


(d)          Association
means Central Federal Savings and Loan Association of Rolla and any entity which succeeds to the business of the Association and
which adopts this Plan in accordance with the provisions of Section 12.02 of the Plan or by written agreement assuming the obligations
under the Plan.


 




    	 	1	 



     

    

 


(e)          Beneficiary
means any person or the persons (natural or otherwise) designated by a Participant to receive benefits under the Plan following
a Participant’s death or in the absence of any such designated persons), such other persons as determined to be the beneficiary
under Section 7.03 of the Plan.


 


(f)          Break
In Service means any Plan Year, 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 (the 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. Hours of Service shall be credited only in the year in which the absence from work begins, if
a Participant would be prevented from incurring a one-year Break in Service in such year solely because the period of absence is
treated as Hours of Service, or in any other case, in the immediately following year.


 


(g)          Change
in Control means the occurrence of any one of the events set forth below.


 


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


 


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


 


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


 


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


 


(h)          Code
means the Internal Revenue Code of 1986, as amended.


 


(i)          Committee
means the individual(s) responsible for the administration of the Plan in accordance with Section 9 of the Plan.


 


(j)          Company
means Central Federal Bancshares, Inc., a Missouri corporation, and any entity which succeeds to the business of Central Federal
Bancshares, Inc.


 




    	 	2	 



     

    

 


(k)           Company
Stock means the common stock of Central Federal Bancshares, Inc. and any other common stock issued by another corporation which
is a member of the same group of controlled corporations. Company Stock shall also include any securities substituted for such
stock by way of recapitalization, reorganization, merger or consolidation. The Plan shall not hold or invest in any Company Stock
unless such securities are: (i) common stock which is readily tradable in an established market; or (ii) if there is no such readily
tradable common stock, then common stock having a combination of voting power and dividend rights equal to or in excess of that
class of common stock having the greatest voting power and that class of common stock having the greatest dividend rights; provided
that noncallable preferred stock which is convertible at any time at a reasonable price into common stock having the characteristics
described above may be held or purchased as Plan investments.


 


(l)            Company
Stock Account means the account established and maintained in the name of each Participant or Beneficiary to reflect his share
of the Trust Fund invested in Company Stock.


 


(m)          Compensation
means a Participant’s compensation paid by the Employer for the Employer’s fiscal year, as reflected on IRS Form W-2,
including wages, salary, overtime pay, commissions and bonuses of all kinds. Compensation shall also include amounts not currently
includible in gross income by reason of the application of Sections 125 (cafeteria plan), 132(f)(4) (qualified transportation fringe),
402(e)(3) (401(k) plan), 402(h)(1)(B) (simplified employee pension plan), 414(h) (employer pickup contributions under a governmental
plan), 403(b) (tax sheltered annuity) or 457(b) (eligible deferred compensation plan) of the Code. Notwithstanding the foregoing,
to the extent the definition of Compensation does not satisfy the requirements of Section 414(s) of the Code for any particular
Plan Year, then, for that Plan Year, the definition of Compensation shall have the meaning provided in Section 5.05(c) of this
Plan.


 


A Participant’s
Compensation shall not exceed the limit set forth in Section 401(a)(17) of the Code ($265,000 for the Plan Years beginning January
1, 2015). If the Plan Year for which a Participant’s Compensation is measured is less than twelve (12) calendar months, then
the amount of Compensation taken into account for such Plan Year shall be the adjusted amount for such Plan Year, as prescribed
by the Secretary of the Treasury under Section 401(a)(17) of the Code, multiplied by a fraction, the numerator of which is the
number of months taken into account for such Plan Year and the denominator of which is twelve (12). In determining the dollar limitation
hereunder, Compensation received from an Affiliate shall be recognized as Compensation.


 


(n)          Disability
means a physical or mental impairment, certified by one or more physician(s) designated by the Committee, which prevents him from
doing any substantial gainful activity for which he is fitted by education, training or experience, and which is expected to last
at least 12 months or to result in death.


 


(o)          Effective
Date means                  .


 


(p)         Eligibility
Computation Period means a twelve (12) consecutive month period. An Employee’s first Eligibility commencement period
shall begin on the date he first performs an Hour of Service for the Employer (i.e., “employment commencement date”).
Subsequent Eligibility Computation Periods shall be the Plan Year, commencing with the first Plan Year that includes the first
anniversary date of the Employee’s employment commencement date. To determine the first Eligibility Computation Period after
a one year Break in Service, the Plan shall use the twelve (12) consecutive month period beginning on the date the Employee again
performs an Hour of Service for the Employer.


 


(q)         Eligible
Employee means any Employee who is not precluded from participating in the Plan by reason of the provisions of Section 3.02
of the Plan.


 


(r)          Employee
means any individual who is or has been employed or self-employed by an Employer. “Employee” also means an individual
employed by a leasing organization who, pursuant to an agreement between an Employer and the leasing organization, has performed
services for the Employer and any


 




    	 	3	 



     

    

 


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 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 Compensated Employees and any other Employees who have not performed services for the Employer on a substantially full-time
basis for at least one year).


 


(s)           Employer
or Employers means the Association and its Affiliates, which adopt the Plan in accordance with the provisions of Section
12.01 of the Plan, and any entity which succeeds to the business of the Association or its Affiliates and which adopts the Plan
in accordance with the provisions of Section 12.02 of the Plan or by written agreement assumes the obligations under the Plan.


 


(t)           Entry
Date means January 1st and July 1st.


 


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


 


(v)          Exchange
Act means the Securities Exchange Act of 1934, as amended.


 


(w)         Fiduciaries
means the named fiduciaries, who shall be the Company, each Employer, the Plan Administrator, the Committee responsible for plan
administration and the Trustee, and other parties designated as fiduciaries by such named fiduciaries in accordance with the powers
herein provided, but only with respect to the specific responsibilities of the Plan as set forth herein.


 


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


 


(y)         Highly
Compensated Employee means an Employee who, for a particular Plan Year, satisfies one of the following conditions:


 


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


 


(ii)         for
the preceding year, had “compensation” (as defined in Section 414(q)(4) of the Code) from the Association and its Affiliates
exceeding the limit in Section 414(q)(l) of the Code ($120,000 for Plan Years beginning January 1, 2015). The applicable year for
which a determination is being made is called a “determination year” and the preceding 12-month period is called “look-back
year.”


 


(z)          Hours
of Service means hours to be credited to an Employee under the rules set forth below.


 


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


 


(ii)         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.


 




    	 	4	 



     

    

 


(iii)        Each
hour for which back pay (ignoring any mitigation of damages) is either awarded or agreed to by an Employer is an Hour of Service.
However, no more than 501 Hours of Service shall be credited for any single continuous period during which an Employee would not
have performed any duties. The same Hours of Service will not be credited both under paragraph (i) or (ii) as the case may be,
and under this paragraph. 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.


 


(iv)        Hours
of Service shall be credited in any one period only under one of the foregoing paragraphs (i), (ii) and (iii); an Employee may
not get double credit for the same period.


 


(v)         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 90 Hours of Service for each bi-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.


 


(vi)        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 Committee may apply a uniform policy of crediting the Hours of Service to either the first Plan Year or the second.


 


(vii)       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.


 


Notwithstanding anything
of the Plan to the contrary, Hours of Service credited under the Plan with respect to qualified military service shall be determined
in accordance with Section 414(u) of the Code.


 


(aa)         Loan
Suspense Account means that portion of the Trust Fund consisting of Company Stock acquired with an Acquisition Loan which has
not yet been allocated to the Participants’ Accounts.


 


(bb)        Normal
Retirement Age means the date the Employee attains age sixty-five (65).


 


(cc)        Normal
Retirement Date means the first day of the month coincident with or next following the Participant’s attainment of Normal
Retirement Age.


 


(dd)        Other
Investments Account means the account established and maintained in the name of each Participant or Beneficiary to reflect
his share of the Trust Fund, other than Company Stock.


 


(ee)        Participant
means any active Employee who has become a participant in accordance with Section 3.01 of the Plan or any other person with an
Account balance under the Plan.


 


(ff)         Plan
means this Central Federal Savings and Loan Association of Rolla Employee Stock Ownership Plan, as amended from time to time.


 


(gg)       Plan
Year means the calendar year.


 


(hh)       Postponed
Retirement Date means the first day of the month coincident with or next following a Participant’s date of actual retirement
which occurs after his Normal Retirement Date.


 


(ii)         Recognized
Absence means a period for which:


 




    	 	5	 



     

    

 


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


 


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


 


(iii)        an
Employee is on active military duty, but only to the extent that his employment rights are protected by the Military Selective
Service Act of 1967 (38 U.S.C. sec. 2021).


 


(jj)         Reemployment
After a Period of Uniformed Service has the meaning set forth below.


 


(i)          An
Eligible Employee has returned to employment with a participating Employer, within the time frame set forth in subparagraph (ii)
below, after a Period of Uniformed Service (that is, the period of time in which an Employee serves in the Uniformed Services)
and the following rules corresponding to provisions of the Uniformed Services Employment and Reemployment Rights Act of 1994 (“USERRA”)
apply: (1) he gives sufficient notice of leave to the Employer prior to commencing a Period of Uniformed Service, or is excused
from providing such notice; (2) his employment with the Employer prior to a Period of Uniformed Service was not of a brief, non-recurrent
nature that would preclude a reasonable expectation that the employment would continue indefinitely or for a significant period;
(3) the Employer’s circumstances have not changed so that reemployment is unreasonable or an undue hardship to the Employer,
and (4) the applicable cumulative Periods of Uniformed Service under USERRA equals five years or less, unless service in the Uniformed
Services:


 


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


 


(B)         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);


 


(C)         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


 


(D)         for
a Participant is:


 


1.          required
other than for training under any provisions of law during a war or national emergency declared by the President or Congress;


 


2.          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;


 


3.          required
in support of a critical mission or requirement of the Uniformed Services; or


 


4.          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.


 


(ii)         The
applicable statutory time frames within which an Employee must report to an Employer after a Period of Uniformed Service are set
forth below.


 


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


 




    	 	6	 



     

    

 


1.          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


 


2.          as
soon as possible after the expiration of the eight-hour period of time referred to in clause (ii)(A)1, if reporting within the
period referred to in such clause is impossible or unreasonable through no fault of the Employee.


 


(B)         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.


 


(C)         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.


 


(D)         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 an 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.


 


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


 


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


 


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


 


(C)         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


 


(D)         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.


 


(kk)        Retirement
Date means a Participant’s Normal Retirement Date or Postponed Retirement Date, whichever is applicable.


 


(ll)         Service
means an Employee’s period(s) of employment or self-employment with an Employer, excluding for initial eligibility purposes
any period in which the individual was a nonresident alien and did not receive from an Employer any earned income which constituted
income from sources within the United States. An Employee’s Service shall include any Service which constitutes Service with
a predecessor Employer within the meaning of Section 414(a) of the Code, 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 transaction.
An Employee’s Service shall also include any Service with an entity which is not an Employer, but only either (i) 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 Sections 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) in which the other entity


 




    	 	7	 



     

    

 


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.


 


(mm)     Treasury
Regulations means the regulations promulgated by the Department of Treasury under the Code.


 


(nn)       Trust
means the Central Federal Savings and Loan Association of Rolla Employee Stock Ownership Plan Trust created in connection with
the establishment of the Plan.


 


(oo)       Trust
Agreement means the trust agreement entered into by and between the Association and the Trustee in accordance herewith for
the purpose of holding and investing the Trust Funds.


 


(pp)       Trust
Fund means the assets held in the Trust for the benefit of Participants and their Beneficiaries.


 


(qq)       Trustee
means the person or persons serving as trustee of the Trust Fund, or any successor(s) thereto.


 


(rr)        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.


 


(ss)       Valuation
Date means the last day of the Plan Year and each other date as of which the Committee shall determine the investment experience
of the Trust Fund and adjust the Participants’ Accounts accordingly.


 


(tt)        Valuation
Period means the period following a Valuation Date and ending with the next Valuation Date.


 


(uu)      Year
of Service means, unless otherwise stated in the Plan, the applicable 12 consecutive month period in which an Employee performs
service for the Employer, regardless of hours worked.


 


SECTION 3


ELIGIBILITY AND PARTICIPATION


 


3.01         Initial
Participation.


 


(a)          All
Eligible Employees on the closing date of the Association’s conversion from the mutual holding company form of organization
who are age 18 or older shall enter the Plan and become Participants as of the later of (i) the Effective Date, or (ii) the Eligible
Employee’s date of hire. An Eligible Employee on the closing date of the Association’s conversion from the mutual holding
company form of organization who has not attained age 18 shall be a Participant on the Entry Date following his attainment of age
18.


 


(b)          An
Eligible Employee who is first employed by an Employer after the closing date of the Association’s mutual to stock conversion
shall be a Participant on the Entry Date following their attainment of age 18 and completion of one Year of Service during an Eligibility
Computation Period.


 


3.02         Certain
Employees Ineligible. The following Employees are ineligible to participate in the Plan:


 




    	 	8	 



     

    

 


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


 


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


 


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


 


(b)          Leased
Employees;


 


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


 


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


 


3.03         Transfer
to and from Eligible Employment.


 


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


 


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


 


(ii)         the
first Entry Date on which he could have become a Participant pursuant to Section 3.01 of the Plan if his prior employment with
the Association or Affiliate had been as an Eligible Employee.


 


(b)          If
a Participant transfers to a position of employment that is not eligible to participate in the Plan by reason of Section 3.02 of
the Plan, he shall cease active participation in the Plan as of the date of such transfer and his transfer shall be treated for
all purposes of the Plan as any other termination of Service.


 


3.04         Participation
After Reemployment


 


(a)          Any
Employee re-entering Service with an Employer after a One Year Break in Service who has never satisfied the eligibility requirements
of Section 3.01(a) of the Plan shall not receive credit for prior Service with an Employer and shall be required to meet the eligibility
requirements of Section 3.01(a) of the Plan before becoming a Participant.


 


(b)          An
Employee who has satisfied the eligibility requirements of Section 3.01(a) of the Plan but who terminates Service prior to entering
the Plan and becoming a Participant in accordance with Section 3.01(b) of the Plan will become a Participant on the later of:


 


(i)          the
first Entry Date on which he would have entered the Plan had he not terminated Service, or


 


(ii)         the
date he re-commences Service.


 


(c)          A
Participant whose Service terminates will re-enter the Plan as a Participant on the date he recommences Service.


 


3.05         Participation
Not Guarantee of Employment. Participation in the Plan does not constitute a guarantee or contract of employment and will
not give any Employee the right to be retained in the employ of


 




    	 	9	 



     

    

 


the Association or any of its Affiliates
nor any right or claim to any benefit under the terms of the Plan unless such right or claim has specifically accrued under the
Plan.


 


3.06         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.


 


3.07         Inclusion
of Ineligible Employee. If, in any Plan Year, any person who should not have been included as a Participant in the Plan
is erroneously included and discovery of such incorrect inclusion is not made until after a contribution for the year has been
made, the Employer shall not be entitled to recover the contribution made with respect to the ineligible person regardless of whether
or not a deduction is allowable with respect to 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. Any person who, after the close of a Plan
Year, is retroactively treated by the Association, an affiliated company or any other party as an Employee for such prior Plan
Year shall not, for purposes of the Plan, be considered an Employee for such prior Plan Year unless expressly so treated as such
by the Association.


 


SECTION 4


CONTRIBUTIONS


 


4.01         Employer
Contributions.


 


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


 


(b)          Employer
Contributions for Acquisition Loans. Each Plan Year, the Employers may, subject to the provisions of the Association’s
“Plan of Conversion” (as filed with the appropriate governmental agencies in connection with the Association’s
conversion from a mutual to stock form of organization) and any related regulatory prohibitions, contribute an amount of cash sufficient
to enable the Trustee to discharge any indebtedness incurred with respect to an Acquisition Loan pursuant to the terms of the Acquisition
Loan. Employer shall designate which portion of the Employer contribution
will be deposited by the Trustee in the Trust Fund for investment in Company Stock or other investments, and which portion of a
contribution to the Trust Fund will be used to make payments (including pre-payments) of principal and interest on an Acquisition
Loan. If there is more than one Acquisition Loan, the Employers shall designate the one to which any contribution
pursuant to this Section 4.01(b) is to be applied.


 


4.02        Limitations
on Contributions.


 


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


 


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


 




    	 	10	 



     

    

 


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


 


4.03        Acquisition
Loans. 

 


(a)          The Trustee may incur Acquisition Loans from time to time
to finance the acquisition of Company Stock for the Trust or to repay a prior Acquisition Loan. Within a reasonable time after
receipt of the Acquisition Loan proceeds, the Trustee shall use the proceeds to purchase Company Stock or to repay all or any portion
of the loan or of any prior outstanding loan that has been used to acquire Company Stock.


 


(b)          An Acquisition Loan shall be for a specific term, shall
bear a reasonable rate of interest, and shall not be payable on demand except in the event of default, and shall be primarily for
the benefit of Participants and Beneficiaries of the Plan.


 


(c)          An Acquisition Loan may be secured by a collateral pledge
of the Financed Shares so acquired and any other Plan assets which are permissible security within the provisions of Section 54.4975-7(b)
of the Treasury Regulations. No other assets of the Plan or Trust may be pledged as collateral for an Acquisition Loan, and the
Acquisition Loan shall be without recourse against any other Trust assets. An Acquisition Loan shall provide that the value of
the Plan assets to be transferred in satisfaction of the loan in the case of a default shall not exceed the amount of the default.
If the lender is a “disqualified person” (as that term is defined in Section 4975(e) of the Code) or is a “party
in interest” to the Plan (as that term is defined in Section 3(14) of ERISA), the Acquisition Loan must provide for a transfer
of Plan assets upon a default only upon and to the extent of the failure of the Plan to meet the payment schedule set forth in
the Acquisition Loan.


 


(d)          Payment of principal and interest on any Acquisition
Loan shall be made by the Trustee only from the Employer contributions paid in cash to enable the Trustee to repay such loan in
accordance with Section 4.01(b) of the Plan, from earnings attributable to such contributions, and any cash dividends received
by the Trustee on Financed Shares acquired with the proceeds of the Acquisition Loan (including contributions, earnings and dividends
received during or prior to the year of repayment less such payments in prior years), whether or not allocated.


 


(e)          Any pledge of Financed Shares must provide for the release
of shares so pledged on a basis equal to the principal and interest (or if the requirements of Section 54.4975-7(b)(8)(ii) of the
Treasury Regulations are met and the Employer so elects, principal payments only), paid by the Trustee on the Acquisition Loan.
The released Financed Shares shall be allocated by Participants’ Accounts in accordance with the provisions of Sections 5.04
or 5.08 of the Plan, whichever is applicable.


 


(f)          Financed Shares shall initially be credited to the Loan
Suspense Account and shall be transferred for allocation to the Company Stock Account of Participants only as payments of principal
and interest (or, if the requirements of Section 54.4975-7(b)(8)(ii) of the Treasury Regulations are met and the Employer so elects,
principal payments only), on the Acquisition Loan are made by the Trustee. The number of Financed Shares to be released from the
Loan Suspense Account for allocation to Participants’ Company Stock Account for each Plan Year shall be based on the ratio
that the payments of principal and interest (or, if the requirements of Section 54.4975-7(b)(8)(ii) of the Treasury Regulations
are met and the Employer so elects, principal payments only), on the Acquisition Loan for that Plan Year bears to the sum of the
payments of principal and interest on the Acquisition Loan for that Plan Year plus the total remaining payment of principal and
interest projected (or, if the requirements of Section 54.4975-7(b)(8)(ii) of the Treasury Regulations are met and the Employer
so elects, principal payments only), on the Acquisition Loan over the duration of the Acquisition Loan repayment period, subject
to the provisions of Section 5.05 of the Plan.



 




4.04        Conditions
as to Contributions. In addition to the provisions of Section 12.03 of the Plan for the return of an Employer’s
contributions in connection with a failure of the Plan to qualify initially under the Code, any amount contributed by an Employer
due to a good faith mistake of fact, or based upon a good faith but erroneous determination of its deductibility under Section
404 of the Code, shall be returned to the Employer within one year after the date on which the Employer originally made such contribution,
or within one year after its nondeductibility has been finally determined. However, the amount to be returned shall be reduced
to take account for any adverse investment experience within the Trust in order that the balance credited to each Participant’s
Accounts is not less that it would have been if the contribution had never been made by the Employer.


 


4.05        Employee
Contributions. Employee contributions are neither required nor permitted under the Plan.


 


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


 


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


 




    	 	11	 



     

    

 


SECTION 5


PLAN ACCOUNTING


 


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


 


5.02        Maintenance
of Participants’ Company Stock Accounts. As of each Valuation Date, the Trustee shall determine, in such reasonable
ways and from such information as it deems appropriate, the fair market value of the Trust Fund. In making this determination,
the value of Company Stock shall be its fair market value on the Valuation Date as determined by an independent appraisal by a
person selected by the Committee and acceptable to the Trustee who customarily makes such appraisals and meets the requirements
of the regulations under Section 170(a)(1) of the Code. After such determination is made of the fair market value of the Trust
Fund, the Committee (or its designee) shall adjust the Company Stock Account of each Participant to reflect activity during the
Valuation Period as follows:


 


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


 


(b)          next,
credit to each Participant’s Company Stock Account the shares of Company Stock, if any, that have been purchased with amounts
from his Other Investments Account, and adjust such Other Investments Account in accordance with the provisions of Section 5.03
of the Plan;


 


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


 


(d)          finally,
credit to each Participant’s Company Stock Account the shares of Company Stock released from the Loan Suspense Account that
are to be allocated in accordance with the provisions of Section 5.08 of the Plan.


 


5.03        Maintenance
of Participants’ Other Investments Accounts. Except as otherwise provided for under Section 5.09 of the Plan, as
of each Valuation Date, the Committee shall adjust the Other Investments Account of each Participant to reflect activity during
the Valuation Period as follows:


 


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


 


(b)          next,
if Company Stock is purchased with assets from a Participant’s Other Investments Account, the Participant’s Other Investments
Account shall be charged accordingly;


 


(c)          next,
subject to the dividend provisions of Section 5.08 of the Plan, credit to the Other Investments Account of each Participant any
cash dividends paid to the Trustee on shares of Company Stock held in that Participant’s Company Stock Account (as of the
record date for such cash dividends) and dividends paid on shares of Company Stock held in the Loan Suspense Account that have
not been used to repay any


 




    	 	12	 



     

    

 


Acquisition Loan. Cash dividends that have
not been used to repay an Acquisition Loan and have been credited to a Participant’s Other Investments Account shall be applied
by the Trustee to purchase shares of Company Stock, which shares shall then be credited to the Company Stock Account of such Participant.
The Participant’s Other Investments Account shall then be charged by the amount of cash used to purchase such Company Stock
or used to repay any Acquisition Loan. In addition, any earnings on:


 


(i)          the
Other Investments Accounts, including cash proceeds from the sale or disposition of Company Stock pursuant to Section 5.09 of the
Plan, will be allocated to Participants’ Other Investments Account, pro rata, based on such Other Investment Accounts balances
as of the first day of the Valuation Period, and


 


(ii)         the
Loan Suspense Account, other than dividends used to repay the Acquisition Loan, will be allocated to Participants’ Other
Investments Accounts, pro rata, based on their Other Investment Account Balances as of the first day of the Valuation Period; provided,
however, that shares of Company Stock allocated pursuant to Section 5.09 of the Plan shall be allocated to the Participants’
Company Stock Account in accordance with the provisions of Section 5.09 of the Plan;


 


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


 


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


 


5.04         Allocation
and Crediting of Employer Contributions.


 


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


 


(i)          the
Company Stock released from the Loan Suspense Account for that year and shares of Company Stock contributed directly to the Plan
by an Employer shall be allocated and credited to each Active Participant’s (as defined in paragraph (b) of this Section
5.04) Company Stock Account based on the ratio that each Active Participant’s Compensation bears to the aggregate Compensation
of all Active Participants for the Plan Year, provided, however, that, for purposes of this Section, an Active Participant’s
Compensation shall not be considered for any part of a Plan Year prior to the date the Participant commenced participation in the
Plan, and then


 


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


 


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


 


(i)          were
employed by that Employer, including Employees on a Recognized Absence, on the last day of the Plan Year, or


 


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


 




    	 	13	 



     

    

 


5.05        Limitations
on Allocations.


 


(a)          In
General. This Section 5.05 is intended as good faith compliance with the final Treasury Regulations issued under Section 415
of the Code (the “Final Regulations”), and it should be construed accordingly. Further, Section 415 of the Code and
the Final Regulations are hereby incorporated herein by reference.


 


(b)          Limitations
on Annual Additions. The limitations set forth below shall apply to the allocations to each Participant’s Accounts in
any Plan Year. If the Annual Additions are exceeded for any Participant, then the Plan may correct such excess in accordance with
the Employee Plans Compliance Resolution System (EPCRS) as set forth in Revenue Procedure 2013-12, or any superseding guidance,
including, but not limited to, the preamble of the Final Regulations, or by any other method specifically permitted by the Internal
Revenue Service.


 


(i)          As
used in the Plan, a Participant’s “Annual Additions” shall mean the sum for any Plan Year of the following amounts
allocated to a Participant’s Accounts:


 


(A)         the
Participant’s share of Employer contributions; plus


 


(B)         the
Participant’s share of any forfeitures; plus


 


(C)         the
Participant’s allocable share of the Employer’s contributions to any individual medical benefit account (within the
meaning of Section 415(l)(2) of the Code) that is part of a pension or annuity plan maintained by the Employer; plus


 


(D)         with
respect to any Participant who is a key employee, any amount that is derived from the Employer’s contributions paid or accrued
that are attributable to post-retirement medical benefits allocated to such Participant’s account under a welfare benefit
fund (within the meaning of Section 419(e) of the Code) maintained by the Employer; and plus


 


(E)         the
Participant’s share of any allocations under a simplified employee pension maintained by the Employer.


 


Any excess amount applied
under Section 5.05(b)(iii) in a Plan Year to reduce the Employer contributions on behalf of any Participant shall be considered
to be an Annual Addition for such Participant for such Plan Year.


 


(ii)          Subject
to the adjustments set forth below, and except for catch-up contributions under Section 414(v) of the Code, during any Plan Year
the maximum Annual Additions for any Participant shall in no event exceed the lesser of:


 


(A)         $53,000,
(for 2015) as adjusted by the cost of living adjustment factor prescribed by the Secretary of the Treasury under Section 415(d)
of the Code; or


 


(B)         100%
of the Participant’s Compensation for the Plan Year.


 


(iii)        The
earnings limitation referred to in Section 5.05(b)(ii)(B) shall not apply to:


 


(A)         any
contribution for medical benefits (within the meaning of Sections 401(h) or 419A(f)(2) of the Code) after separation from service
that is otherwise treated as an Annual Addition, or


 


(B)         any
amount otherwise treated as an Annual Addition under Section 415(l)(1) of the Code.


 




    	 	14	 



     

    

 


(iv)        If,
for any Plan Year, it is necessary to limit the Annual Additions of any Participant to comply with this Section 5.05, the methods
as authorized pursuant to the Final Regulations shall be utilized.


 


(v)         The
limitations of this Article with respect to any Participant who, at any time, has been a participant in any other defined contribution
plan (whether or not terminated) or in more than one defined benefit plan (whether or not terminated) maintained by the Employer
shall apply as if all such defined contribution plans or all such defined benefit plans in which the Participant has been a participant
were one plan.


 


(c)          Definition
of Compensation. For purposes of this Section 5.05, Compensation shall be adjusted to reflect the general rule of Section 1.415(c)-2
of the Final Regulations. Notwithstanding the preceding sentence, Compensation for a Participant who is permanently and totally
disabled (as defined in Section 22(e)(3) of the Code) is the compensation the Participant would have received for the Limitation
Year if the Participant had been paid at the rate of compensation paid immediately before becoming permanently and totally disabled
if the conditions under the Final Regulations are met. In addition, payments made within the later of (i) 2 1⁄2 months after
severance from employment (within the meaning of Final Regulation Section 1.415(a)-1(f)(5)), or (ii) the end of the Limitation
Year that contains the date of severance (the “Post Severance Period”) will be Compensation within the meaning of Section
415(c)(3) of the Code if they are payments that, absent a severance from employment, would have been paid to the Participant while
the Participant continued in employment with the Employer and are regular compensation for services during the Participant’s
regular working hours, compensation for services outside the Participant’s regular working hours (such as overtime or shift
differential), commissions, bonuses, or other similar compensation.


 


(d)          Definition
of Annual Additions. For purposes of this Section 5.05, the Plan’s definition of “Annual Additions” is modified
as follows:


 


(i)          Restorative
Payments. Annual Additions for purposes of Section 415 of the Code shall not include restorative payments. A restorative payment
is a payment made to restore losses to the Plan resulting from actions by a fiduciary for which there is reasonable risk of liability
for breach of a fiduciary duty under ERISA or under other applicable federal or state law, where Participants who are similarly
situated are treated similarly with respect to the payments. Generally, payments are restorative payments only if the payments
are made in order to restore some or all of the Plan’s losses due to an action (or a failure to act) that creates a reasonable
risk of liability for such a breach of fiduciary duty (other than a breach of fiduciary duty arising from failure to remit contributions
to the Plan). This includes payments to the Plan made pursuant to a Department of Labor order, the Department of Labor’s
Voluntary Fiduciary Correction Program, or a court-approved settlement, to restore losses to a qualified defined contribution plan
on account of the breach of fiduciary duty (other than a breach of fiduciary duty arising from failure to remit contributions to
the Plan). Payments made to the Plan to make up for losses due merely to market fluctuations and other payments that are not made
on account of a reasonable risk of liability for breach of a fiduciary duty under ERISA are not restorative payments and generally
constitute contributions that are considered Annual Additions.


 


(ii)         Other
Amounts. Annual Additions for purposes of Section 415 of the Code shall not include: (1) the direct transfer of a benefit or
employee contributions from a qualified plan to this Plan; (2) rollover contributions (as described in Sections 401(a)(31), 402(c)(1),
403(a)(4), 403(b)(8), 408(d)(3) and 457(e)(16) of the Code); (3) repayments of loans made to a Participant from the Plan; and (4)
repayments of amounts described in Section 411(a)(7)(B) of the Code (in accordance with Section 411(a)(7)(C)) of the Code and Section
411(a)(3)(D) of the Code or repayment of contributions to a governmental plan (as defined in Section 414(d) of the Code) as described
in Section 415(k)(3) of the Code, as well as Employer restorations of benefits that are required pursuant to such repayments.


 


(e)          Limitation
Year. The “Limitation Year” (within the meaning of Section 415 of the Code) shall be the calendar year. The Limitation
Year may only be changed by a Plan amendment. If the Plan is terminated effective as of a date other than the last day of a Limitation
Year, the Plan is deemed to have been amended to


 




    	 	15	 



     

    

 


change its Limitation Year to end on the
Plan’s termination date. As a result of such deemed amendment, the Section 415(c)(1)(A) of the Code dollar limit shall be
prorated under the short Limitation Year rules under the Final Regulations.


 


(f)          Multiple
Defined Contribution Plans. In any case where a Participant also participates in another defined contribution plan of the Association
or its Affiliates, the appropriate committee of such other plan shall first reduce the after-tax contributions under any such plan,
shall then reduce any elective deferrals under any such plan subject to Section 401(k) of the Code, shall then reduce all other
contributions under any other such plan and, if necessary, shall then reduce contributions under this Plan, subject to the provisions
of paragraph (h) of this Section 5.05.


 


(g)          Excess
Allocations. If, after applying the allocation provisions under Section 5.04 of the Plan, allocations under Section 5.04 of
the Plan would otherwise result in a Participant’s account being in violation of Section 415 of the Code, the Committee shall
reduce the Employer contributions for the next limitation year (and succeeding limitation years, as necessary) for that Participant
if that Participant is covered by the Plan as of the end of the limitation year. However, if that Participant is not covered by
the Plan as of the end of the limitation year, then the excess amounts shall be held unallocated in a suspense account for the
limitation year and allocated and reallocated in the next limitation year to all the remaining Participants in the Plan; furthermore,
the excess amounts shall be used to reduce Employer contributions for the next limitation year (and succeeding limitation years,
as necessary) for all the remaining Participants in the Plan.


 


(h)          Allocations
Pursuant to Section 5.09. For purposes of this Section 5.05, no amount credited to any Participant’s Account pursuant
to Section 5.09 of the Plan shall be counted as an “annual addition” for purposes of Section 415 of the Code. In the
event any amount cannot be allocated to Affected Participants (as defined in Section 5.09 of the Plan) under the Plan pursuant
to Section 5.09 of the Plan in the year of a Change in Control, the amount which may not be so allocated in the year of the Change
in Control shall be treated in accordance with this paragraph (h) of Section 5.05.


 


5.06        Other
Limitations. Aside from the limitations set forth in Sections 5.05 of the Plan, in no event shall more than one-third of
the Employer contributions to the Plan be allocated to the Accounts of Highly Compensated Employees. In the event more than one-third
of the Employer Contributions to the Plan are allocated to the Accounts of Highly Compensated Employees, the Committee shall determine
the allocation of the reduced amount among the Highly Compensated Employees such that the relative share of the Employer Contributions
allocable to a Highly Compensated Employee is equal to such Highly Compensated Employee’s share of the contributions allocable
to all Highly Compensated Employees if this Section 5.06 were inapplicable.


 


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


 


(a)          the
selling shareholder;


 


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


 


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


 


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


 




    	 	16	 



     

    

 


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


 


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


 


5.08         Dividends.


 


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


 


(b)          Cash
Dividends on Allocated Shares. Dividends on Company Stock credited to Participants’ Accounts which are received by the
Trustee in the form of cash shall, at the direction of the Association, either:


 


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


 


(ii)         be
distributed immediately to the Participants;


 


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


 


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


 


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


 


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


 


(ii)         distributed
in cash to the Participant; or


 


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


 


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


 


(c)          Cash
Dividends on Unallocated Shares. Dividends on Company Stock held in the Loan Suspense Account which are received by the Trustee
in the form of cash shall be applied as soon as practicable to payments of first principal and then, if available, interest under
the Acquisition Loan incurred with the purchase of the Company Stock.


 


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


 




    	 	17	 



     

    

 


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


 


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


 


5.09        Allocations
Upon Termination Prior to Satisfaction of Acquisition Loan.


 


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


 


(b)          In
the event of a termination of the Plan in connection with a Change in Control, this Section 5.09 shall have no force and effect
unless the price paid for the Company Stock in connection with a Change in Control is greater than the average basis of the unallocated
Company Stock held in the Loan Suspense Account as of the date of the Change in Control.


 


5.10        Erroneous
Allocations. No Participant shall be entitled to any annual additions or other allocations to his Account in excess of
those permitted under this 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 and any revenue procedure or other notice published
by the Internal Revenue Service regarding permissible correction methods, 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


VESTING


 


6.01        Deferred
Vesting in Accounts.


 


(a)          A
Participant shall become vested in his Accounts in accordance with the schedule set forth below.


 




    	 	18	 



     


    

 


	Completed Years
    of Service	 	Vested
    Percentage	 
	Less than two (2) Years of Service	 	 	0	%
	Two (2) Years of Service	 	 	20	%
	Three (3) Years of Service	 	 	40	%
	Four (4) Years of Service	 	 	60	%
	Five (5) Years of Service	 	 	80	%
	Six (6) Years of Service	 	 	100	%



 


(b)          For
purposes of determining a Participant’s Years of Service under this Section 6.01, employment with the Association or an Affiliate
shall be deemed employment with the Employer. With respect to Employees who enter the Plan pursuant to Section 3.01(a) of the Plan,
for purposes of determining a Participant’s vested percentage, all Years of Service with the Employer shall be included.
Notwithstanding any provision of the Plan to the contrary, calculation of Service for determining a Participant’s Vested
Percentage with respect to qualified military service will be provided in accordance with Section 414(u) of the Code.


 


6.02        Immediate
Vesting in Certain Situations.


 


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


 


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


 


(ii)         the
Participant’s Normal Retirement Age;


 


(iii)        a
Change in Control; or


 


(iv)        termination
of employment by reason of death or Disability.


 


(b)          For
purposes of this Section 6.02, benefits payable in the event of a Participant’s death or Disability while performing qualified
military service shall fully vest in accordance with Section 414(u)(9) of the Code.


 


6.03        Treatment
of Forfeitures.


 


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


 


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


 


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


 


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


 




    	 	19	 



     


    

 


Account having become vested, such Participant
shall be deemed to have received a distribution of his entire vested interest as of the Valuation Date next following his termination
of employment.


 


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


 


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


 


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


 


6.04        Accounting
for Forfeitures. A forfeiture shall be charged to the Participant’s Account as of the first day of the first Valuation
Period in which the forfeiture becomes certain pursuant to Section 6.03 of the Plan. Except as otherwise provided in Section 6.03
of the Plan, a forfeiture shall be added to the contributions of the terminated Participant’s Employer which are to be credited
to other Participants pursuant to Section 4 as of the last day of the Plan Year in which the forfeiture becomes certain.


 


6.05        Vesting
Upon Reemployment.


 


(a)          If
an Employee is not vested in his Accounts, incurs a Break in Service and again performs an Hour of Service, such Employee shall
receive credit for his Years of Service prior to his Break in Service only if the number of consecutive Breaks in Service is less
than the greater of: (i) five (5) years or (ii) the aggregate number of his Years of Service credited before his Break in Service.


 


(b)          If
a Participant is partially vested in his Accounts, incurs a Break in Service and again performs an Hour of Service, such Participant
shall receive credit for his Years of Service prior to his Break in Service; provided, however, that after five (5) consecutive
Breaks in Service, a former Participant’s vested interest in his Accounts attributable to Years of Service prior to his Break
in Service shall not be increased as a result of his Years of Service following his reemployment date.


 


(c)          If
a Participant is fully vested in his Accounts, incurs a Break in Service and again performs an Hour of Service, such Participant
shall receive credit for all his Years of Service prior to his Breaks in Service.


 


SECTION 7


DISTRIBUTIONS


 


7.01        Distribution
of Benefit Upon a Termination of Employment.


 


(a)          Subject
to Section 7.01(b) and the other provisions of this Section 7, a Participant whose employment terminates for any reason (other
than death) shall receive the entire vested portion of his Accounts in a single payment within 60 days after the end of the Plan
Year in which the Participant’s employment terminates; provided, however, that if payment in full is not feasible within
the time limits prescribed by this Section (e.g., the Employer has not received the final valuation report for the applicable Valuation
Date), the Committee may direct interim payments from the Accounts of such Participant, and and any remaining amount owed such
Participant, if any, shall be paid to such Participant within 60 days after the receipt by the Employer of the final valuation
report for the applicable Valuation Period, but in no event later than the last day of the Plan Year in which the initial interim
payment was made.


 


The benefits from that
portion of the Participant’s Other Investments Account shall be calculated on the basis of the most recent Valuation Date
before the date of payment. Subject to the provisions of Section 7.05 of the Plan, if the Committee so provides, a Participant
may elect that his benefits be distributed to him in the form


 




    	 	20	 



     


    

 


of Company Stock, cash, or some combination
thereof. In addition, if a Participant did not receive a distribution of his vested Account balance but his non-vested Account
balance was forfeited after a one-year Break in Service, such nonvested Account balance shall be restored if the Plan terminates
before the Participant has a five-year Break in Service. If the Participant did not receive a distribution of his vested Account
balance, any forfeiture restored shall include earnings that would have been credited to the Account but for the forfeiture.


 


(b)          Notwithstanding
Section 7.01(a), if the vested balance credited to a Participant’s Accounts exceeds, at the time such benefits are distributable,
$1,000, his benefits shall not be paid before the latest of his 65th birthday or the tenth anniversary of the year in which he
commenced participation in the Plan, unless he elects an earlier payment date in a written election filed with the Committee. Such
an election is not valid unless it is made after the Participant has received the required notice under Section 1.411(a)-11(c)
of the Treasury Regulations that provides a general description of the material features of a lump sum distribution and the Participant’s
right to defer receipt of his benefits under the Plan. The notice shall be provided no less than 30 days and no more than 90 days
before the first day on which all events have occurred which entitle the Participant to such benefit. Written consent of the Participant
to the distribution generally may not be made within 30 days of the date the Participant receives the notice and shall not be made
more than 90 days from the date the Participant receives the notice. However, a distribution may be made less than 30 days after
the notice provided under Section 1.411(a)-11(c) of the Treasury Regulations is given, if:


 


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


 


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


 


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


 


(c)          Notwithstanding
any other provision of the Plan, any benefits payable under the Plan to a Participant that are valued at less than $1,000 at the
time they are distributable shall be paid in a single lump sum payment to the Participant without the Participant’s consent.


 


7.02        Minimum
Distribution Requirements.


 


(a)          General
Rules.


 


(i)          Precedence.
The requirements of this Section 7.02 will take precedence over any inconsistent provisions of the Plan.


 


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


 


(b)          Time
and Manner of Distribution.


 


(i)          Required
Beginning Date. The Participant’s entire interest will be distributed, or begin to be distributed, to the Participant
no later than the Participant’s required beginning date.


 


(ii)         Death
of Participant Before Distributions Begin. If the Participant dies before distributions begin, the Participant’s entire
interest will be distributed, or begin to be distributed, no later than as set forth below.


 




    	 	21	 



     


    

 


(A)         If
the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary (as defined below), then distributions
to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant
died, or by December 31 of the calendar year in which the Participant would have attained age 70 1⁄2, if later.


 


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


 


(C)         If
there is no Designated Beneficiary as of September 30 of the year following the year of the Participant’s death, the Participant’s
entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant’s
death.


 


(D) If the Participant’s
surviving spouse is the Participant’s sole Designated Beneficiary and the surviving spouse dies after the Participant but
before distributions to the surviving spouse begin, this Section (b)(ii), other than Section (b)(ii)(A), will apply as if the surviving
spouse were the Participant.


 


(iii)        Forms
of Distribution. All distributions under this Plan will be made in a single lump sum.


 


(c)          Required
Minimum Distributions During Participant’s Lifetime.


 


(i)          Amount
of Required Minimum Distribution For Each Distribution Calendar Year. During the Participant’s lifetime, the minimum
amount that will be distributed for each Distribution Calendar Year (as defined below) is the lesser of:


 


(A)         the
quotient obtained by dividing the Participant’s Account Balance (as defined below) by the distribution period in the Uniform
Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury Regulations, using the Participant’s age as of the Participant’s
birthday in the Distribution Calendar Year; or


 


(B)         if
the Participant’s sole Designated Beneficiary for the Distribution Calendar Year is the Participant’s spouse, the quotient
obtained by dividing the Participant’s Account Balance by the number in the Joint and Last Survivor Table set forth in Section
1.401(a)(9)-9 of the Treasury Regulations, using the Participant’s and spouse’s attained ages as of the Participant’s
and spouse’s birthdays in the Distribution Calendar Year.


 


(ii)         Lifetime
Required Minimum Distributions Continue Through Year of Participant’s Death. Required minimum distributions will be determined
under this Section (c) beginning with the first Distribution Calendar Year and up to and including the Distribution Calendar Year
that includes the Participant’s date of death.


 


(d)          Required
Minimum Distributions After Participant’s Death.


 


(i)          Death
On or After Date Distributions Begin.


 


(A)         Participant
Survived by Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is a Designated
Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant’s
death is the quotient obtained by dividing the Participant’s Account Balance by the longer of the remaining Life Expectancy
(as defined below) of the Participant or the remaining Life Expectancy of the Participant’s Designated Beneficiary, determined
as follows:


 




    	 	22	 



     


    

 


1.          the
Participant’s remaining Life Expectancy is calculated using the age of the participant in the year of death, reduced by one
for each subsequent year;


 


2.          if
the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary, the remaining Life Expectancy
of the surviving spouse is calculated for each Distribution Calendar Year after the year of the Participant’s death using
the surviving spouse’s age as of the spouse’s birthday in that year. For Distribution Calendar Years after the year
of the surviving spouse’s death, the remaining Life Expectancy of the surviving spouse is calculated using the age of the
surviving spouse as of the spouse’s birthday in the calendar year of the spouse’s death, reduced by one for each subsequent
calendar year; or


 


3.          if
the Participant’s surviving spouse is not the Participant’s sole Designated Beneficiary, the Designated Beneficiary’s
remaining Life Expectancy is calculated using the age of the beneficiary in the year following the year of the Participant’s
death, reduced by one for each subsequent year.


 


(B)         No
Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is no Designated Beneficiary
as of September 30 of the year after the year of the Participant’s death, the minimum amount that will be distributed for
each Distribution Calendar Year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s
Account Balance by the Participant’s remaining Life Expectancy calculated using the age of the Participant in the year of
death, reduced by one for each subsequent year.


 


(ii)         Death
Before Date Distributions Begin.


 


(A)         Participant
Survived by Designated Beneficiary. If the Participant dies before the date distributions begin and there is a Designated Beneficiary,
the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant’s death
is the quotient obtained by dividing the Participant’s Account Balance by the remaining Life Expectancy of the Participant’s
Designated Beneficiary, determined as provided in this Section.


 


(B)         No
Designated Beneficiary. If the Participant dies before the date distributions begin and there is no Designated Beneficiary
as of September 30 of the year following the year of the Participant’s death, distribution of the Participant’s entire
interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.


 


(C)         Death
of Surviving Spouse Before Distributions to Surviving Spouse Are Required to Begin. If the Participant dies before the date
distributions begin, the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary, and the surviving
spouse dies before distributions are required to begin to the surviving spouse, this Section will apply as if the surviving spouse
were the Participant.


 


(e)          Definitions
for Section 7.02.


 


(i)          Designated
Beneficiary. “Designated Beneficiary” means the individual who is designated as the beneficiary under the Plan
and is the designated beneficiary under Section 401(a)(9) of the Internal Revenue Code and Section 1.401(a)(9)-1, Q&A-4, of
the Treasury Regulations.


 


(ii)         Distribution
Calendar Year. “Distribution Calendar Year” means a calendar year for which a minimum distribution is required.
For distributions beginning before the Participant’s death, the first “Distribution Calendar Year” is the calendar
year immediately preceding the calendar year which contains the Participant’s required beginning date. For distributions
beginning after the Participant’s death, the first “Distribution Calendar Year” is the calendar year in which
distributions are required to begin under Section (b)(ii) of this Section 7.02. The required minimum distribution for the Participant’s
first Distribution Calendar Year will be made on or before the Participant’s required beginning date. The required minimum
distribution


 




    	 	23	 



     


    

 


for other Distribution Calendar Years,
including the required minimum distribution for the Distribution Calendar Year in which the Participant’s required beginning
date occurs, will be made on or before December 31 of that Distribution Calendar Year.


 


(iii)        Life
Expectancy. “Life Expectancy” means the life expectancy as computed by use of the Single Life Table in Section
1.401(a)(9)-9 of the Treasury Regulations.


 


(iv)        Participant’s
Account Balance. “Participant’s Account Balance” means the account balance as of the last valuation date
in the calendar year immediately preceding the Distribution Calendar Year (valuation calendar year) increased by the amount of
any contributions made and allocated or forfeitures allocated to the account balance as of dates in the valuation calendar year
after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date. The account
balance for the valuation calendar year includes any amounts rolled over transferred to the plan either in the valuation calendar
year or in the distribution calendar year if distributed or transferred in the valuation calendar year.


 


7.03        Benefits
on a Participant’s Death.


 


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


 


(b)          If
a married Participant dies before his benefit payments begin, then, unless he has specifically elected otherwise, the Committee
shall cause the balance in his Accounts to be paid to his spouse, as Beneficiary. A married Participant may name an individual
other than his spouse as his Beneficiary, provided that such election is accompanied by the spouse’s written consent, which
must:


 


(i)          acknowledge
the effect of the election;


 


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


 


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


 


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


 


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


 


7.04        Delay
in Benefit Determination. If the Committee is unable to determine the benefits payable to a Participant or Beneficiary
on or before the latest date prescribed for payment pursuant to this Section 7, the benefits shall in any event be paid within
60 days after they can first be determined, with whatever makeup payments may be appropriate in view of the delay.








 



    	 	24	 



     


    

 


7.05        Options
to Receive and Sell Stock.


 


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


 


(b)          Any
Participant who receives Company Stock pursuant to this Section 7.05, and any person who has received Company Stock from the Plan
or from such a Participant by reason of the Participant’s death or incompetency, by reason of divorce or separation from
the Participant, or by reason of a rollover distribution described in Section 402(c) of the Code, shall have the right to require
the Employer which issued the Company Stock to purchase the Company Stock for its current fair market value (hereinafter referred
to as the “put right”). The put right shall be exercisable by written notice to the Committee during the first 60 days
after the Company Stock is distributed by the Plan, and, if not exercised in that period, during the first 60 days in the following
Plan Year after the Committee has communicated to the Participant its determination as to the Company Stock’s current fair
market value. If the put right is exercised, the Trustee may, if so directed by the Committee in its sole discretion, assume the
Employer’s rights and obligations with respect to purchasing the Stock. However, the put right shall not apply to the extent
that the Company Stock, at the time the put right would otherwise be exercisable, may be sold on an established market in accordance
with federal and state securities laws and regulations.


 


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


 


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


 


7.06        Restrictions on Disposition of Stock.
Except in the case of Company Stock which is traded on an established
market, a Participant who receives Company Stock pursuant to this Section 7, and any person who has received Company Stock from
the Plan or from such a Participant by reason of the Participant’s death or incompetency, by reason of divorce or separation
from the Participant, or by reason of a rollover distribution described in Section 402(c) of the Code, shall, prior to any sale
or other transfer of the Company Stock to any other person, first offer the Company Stock to the issuing Employer and to the Plan
at its current fair market value. This restriction shall apply to any transfer, whether voluntary, involuntary, or by operation
of law, and whether for consideration or gratuitous. Either the Employer or the Trustee may accept the offer within 14 days after
it is delivered. Any Company Stock distributed by the Plan shall bear a conspicuous legend describing the right of first refusal
under this Section 7.06, as applicable, as well as any other restrictions upon the transfer of the Company Stock imposed by federal
and state securities laws and regulations.




 



    	 	25	 



     


    

 


7.07        Direct
Transfer of Eligible Plan Distributions.


 


(a)          Notwithstanding
any provision of the Plan to the contrary that would otherwise limit a distributee’s election under this Section, a distributee
(as defined below) may elect to have any portion of an eligible rollover distribution (as defined below) paid directly to an eligible
retirement plan (as defined below) specified by the distributee in a direct rollover (as defined below). A “distributee”
includes a Participant or former Participant. In addition, the Participant’s or former Participant’s surviving spouse
and the Participant’s or former Participant’s spouse or former spouse who is the alternate payee under a qualified
domestic relations order, as defined in Section 414(p) of the Code, are distributees with regard to the interest of the spouse
or former spouse. For purposes of this Section 7.07, a “direct rollover” is a payment by the Plan to the eligible retirement
plan specified by the distributee.


 


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


 


(c)          For
purposes of this Section 7.07, an “eligible rollover distribution” shall have the meaning set forth in Section 402(c)(4)
of the Code and any Treasury Regulations promulgated thereunder. To the extent such meaning is not inconsistent with the above
references, an eligible rollover distribution shall mean any distribution of all or any portion of the Participant’s Account,
except that such term shall not include any distribution which is one of a series of substantially equal periodic payments (not
less frequently than annually) made (i) for the life (or life expectancy) of the Participant or the joint lives (or joint life
expectancies) of the Participant and a designated Beneficiary, or (ii) for a period of ten (10) years or more. Further, the term
“eligible rollover distribution” shall not include any distribution required to be made under Section 401(a)(9) of
the Code or, the portion of any distribution that is not includible in gross income (determined without regard to the exclusions
for net unrealized appreciation with respect to Company Stock). To the extent applicable under the Plan, “eligible rollover
distributions” shall also not include any hardship distribution described in Section 401(k)(2)(B)(i)(IV) of the Code.


 


(d)          For
purposes of this Section 7.07, an “eligible retirement plan” shall have the meaning set forth in Section 402(c)(8)
of the Code and any Treasury Regulations promulgated thereunder. To the extent such meaning is not inconsistent with the above
references, an eligible retirement plan shall mean: (i) an individual retirement account described in Section 408(a) of the Code,
(ii) an individual retirement annuity described in Section 408(b) of the Code, (iii) an annuity or annuity plan described in Section
403(a) or Section 403(b) of the Code, (iv) a qualified trust described in Section 401(a) of the Code, or (v) a governmental plan
under Section 457 of the Code that accepts the distributee’s eligible rollover distribution. However, in the case of an eligible
rollover distribution to a surviving spouse, an eligible retirement plan means an individual retirement account or individual retirement
annuity.


 


(e)          An
eligible retirement plan shall also mean 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, political subdivision of a state, or any agency or instrumentality of
a state or political subdivision of a state which agrees to separately account for amounts transferred into such plan from this
Plan. The definition of eligible retirement plan shall also apply in the case of a distribution to a surviving spouse, or to a
spouse or former spouse who is the alternate payee under a qualified domestic relation order as defined in Section 414(p) of the
Code.


 


7.08        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:


 




    	 	26	 



     


    

 


(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.


 


7.09        Non-Spouse
Beneficiary Direct Rollover. If a non-spouse Beneficiary who is a distributee of any “eligible rollover distribution”
(within the meaning of Section 401(a)(31) of the Code) (i) elects to have a distribution paid directly to an individual retirement
account described in Sections 408(a) or 408(b) of the Code that is established for the purpose of receiving the distribution on
behalf of a designated Beneficiary (as defined in Section 401(a)(9)(E) of the Code) who is a non-spouse beneficiary (a “Non-spouse
IRA”) and (ii) specifies the Non-spouse IRA to which such distribution is to be paid (in such form and at such time as the
Committee may prescribe), then such distribution shall be made in the form of a direct trustee-to-trustee transfer to such Non-spouse
IRA, provided that such Non-spouse IRA accepts such a transfer. The foregoing sentence shall apply only to the extent that such
eligible rollover distribution would be includable in gross income if not transferred as provided in such sentence (determined
without regard to Section 402(c) of the Code). The direct rollover must be made to a Non-spouse IRA on behalf of the designated
beneficiary that will be treated as an inherited IRA pursuant to the provisions of Section 402(c)(11) of the Code. A non-spouse
beneficiary may not roll over an amount that is a required minimum distribution, as determined under applicable Treasury regulations
and other Internal Revenue Service guidance. If the Participant dies before his required beginning date and the non-spouse beneficiary
rolls over to a Non-spouse IRA the maximum amount eligible for rollover, the beneficiary may elect to use either the 5-year rule
or the life expectancy rule, pursuant to Treasury Regulations Section 1.401(a)(9)-3, Q&A-4(c), in determining the required
minimum distributions from the Non-spouse IRA that receives the non-spouse beneficiary’s distribution.


 


7.10        Roth
IRA Rollover. A Participant may elect to roll over directly an eligible rollover distribution to a Roth IRA described in
Section 408A(b) of the Code.


 


SECTION 8


VOTING OF COMPANY STOCK AND TENDER OFFERS


 


8.01        Voting
of Company Stock.


 


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


 


(b)          Allocated
Shares. Shares of Company Stock which have been allocated to Participants’ Accounts shall be voted by the Trustee in
accordance with the Participants’ written instructions (including abstain if so directed) timely received by the Trustee.


 


(c)          Uninstructed
and Unallocated Shares. The Trustee shall vote (i) all Company Stock not allocated to Participants’ Accounts, and (ii)
all Company Stock credited to Participants’ Accounts with respect to which the Trustee has not received timely direction,
in the same proportion as the Company Stock specified in Section 8.01(b) above (disregarding any shares specified in 8.01(b) above
with respect to which the Trustee has received a direction to abstain). Notwithstanding the preceding sentence, all shares of Company
Stock which have been allocated to Participants’ Accounts and for which the Trustee has not timely received written instructions
regarding voting and all unallocated shares of Company Stock must be voted by the Trustee in a manner determined by the Trustee
to be for the exclusive benefit of the Participants and Beneficiaries.


 


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


 




    	 	27	 



     


    

 


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


 


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


 


SECTION 9


THE COMMITTEE AND PLAN ADMINISTRATION


 


9.01        Identity
of the Committee. The Committee shall consist of three or more individuals selected by the Association. 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 Association shall have the power to remove any individual serving on the Committee at any time without cause upon
ten (10) days written notice to such individual and any individual may resign from the Committee at any time without reason upon
ten (10) days written notice to the Association. The Association shall notify the Trustee of any change in membership of the Committee.


 


9.02        Authority
of Committee.


 


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


 


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


 


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


 


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


 


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


 


(c)          The
Committee shall have full investment responsibility with respect to the Investment Fund (as defined below in Section 11.04) except
to the extent, if any, specifically provided in the Trust Agreement.


 


(d)          In
the discharge of its duties, the Committee may employ accountants, actuaries, legal counsel, and other agents (who also may be
employed by an Employer or the Trustee in the same or some other capacity) and may pay such individuals reasonable compensation
and expenses for their services rendered with respect to the operation or administration of the Plan to the extent such payments
are not otherwise prohibited by law.


 




    	 	28	 



     


    

 


9.03        Duties
of Committee.


 


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


 


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


 


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


 


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


 


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


 


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


 


9.06        Execution
of Documents. Any instrument executed by the Committee may be signed by any member of the Committee.


 


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


 




    	 	29	 



     


    

 


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


 


9.09        Alternative
Payees in Event of Incapacity. If the Committee finds at any time that an individual qualifying for benefits under this
Plan is a minor or is incompetent, the Committee may direct the benefits to be paid, in the case of a minor, to his parents, his
legal guardian, a custodian for him under the Uniform Transfers to Minors Act, or the person having actual custody of him, or,
in the case of an incompetent, to his spouse, his legal guardian, or the person having actual custody of him. The Committee and
the Trustee shall not be obligated to inquire as to the actual use of the funds by the person receiving them under this Section
9.09, and any such payment shall completely discharge the obligations of the Plan, the Trustee, the Committee, and the Employers
to the extent of the payment.


 


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


 


9.11        Abstention
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 under the Plan, unless his abstention would render the Committee incapable
of acting on the matter.


 


SECTION 10


RULES GOVERNING BENEFIT CLAIMS


 


10.01     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 30th day before the date on which benefits become payable, he shall be presumed to have filed a claim for payment for the
Participant’s benefits in the standard form prescribed by Section 7 of the Plan.


 


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


 


(a)          each
specific reason for the denial;


 


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


 




    	 	30	 



     


    

 


 


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


 


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


 


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


 


SECTION 11


THE TRUST


 


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


 


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


 


11.03     Acquisition
of Company Stock. From time to time the Committee may, in its sole discretion, direct the Trustee to acquire Company Stock
from the issuing Employer or from shareholders, including shareholders who are or have been Employees, Participants, or fiduciaries
with respect to the Plan. The Trustee shall pay for such Company Stock no more than its fair market value, which shall be determined
conclusively by the Committee pursuant to Section 9.03(d) of the Plan. The Committee may direct the Trustee to finance the acquisition
of Company Stock through an Acquisition Loan subject to the provisions of Section 4.03 of the Plan.


 


11.04     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 Company 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% 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. For purposes hereof, the term “qualified
election period” means 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 Committee shall direct the Trustee to complete


 




    	 	31	 



     


    

 


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:


 


(a)          the
Plan may distribute all or part of the amount subject to the diversification election;


 


(b)          the
Plan may offer the Participant at least three other distinct investment options within an “Investment Fund,” if available
under the Plan. The other investment options must satisfy the requirements of Regulations under Section 404(c) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”); or


 


(c)          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 12


ADOPTION, AMENDMENT AND TERMINATION


 


12.01      Adoption
of Plan by Other Employers. With the consent of the Association, any entity may become a participating Employer under
the Plan by:


 


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


 


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


 


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


 


12.02      Adoption
of Plan by Successor. In the event that any Employer shall be reorganized by way of merger, consolidation, transfer of
assets or otherwise, so that an entity other than an Employer shall succeed to all or substantially all of the Employer’s
business, the successor entity may be substituted for the Employer under the Plan by adopting the Plan and becoming a party to
the Trust Agreement. Contributions by the Employer shall be automatically suspended from the effective date of any such reorganization
until the date upon which the substitution of the successor entity for the Employer under the Plan becomes effective. If, within
90 days following the effective date of any such reorganization, the successor entity shall not have elected to become a party
to the Plan, or if the Employer shall adopt a plan of complete liquidation other than in connection with a reorganization, the
Plan shall be automatically terminated with respect to Employees of the Employer as of the close of business on the 90th day following
the effective date of the reorganization, or as of the close of business on the date of adoption of a plan of complete liquidation,
as the case may be.


 


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


 




    	 	32	 



     


    

 


date permitted by the Code and the applicable
Treasury Regulations in order to secure approval of the amendment under Section 401(a) of the Code.


 


12.04      Right
to Amend or Terminate. The Association 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 Association reserves the right to amend, suspend, supersede, merge, consolidate, or
terminate the Plan at any time and for any reason, as it applies to the Employees of all Employers. No amendment, suspension, supersession,
merger, consolidation, or termination of the Plan shall reduce any Participant’s or Beneficiary’s proportionate interest
in the Trust Fund, or shall divert any portion of the Trust Fund to purposes other than the exclusive benefit of the Participants
and their Beneficiaries prior to the satisfaction of all liabilities under the Plan. Except as is required for purposes of compliance
with the Code or ERISA, neither the provisions of Section 4.04 relating to the crediting of contributions, forfeitures and shares
of Company Stock released from the Loan Suspense Account, nor any other provision of the Plan relating to the allocation of benefits
to Participants, may be amended more frequently than once every six months. Moreover, there shall not be any transfer of assets
to a successor plan or merger or consolidation with another plan unless, in the event of the termination of the successor plan
or the surviving plan immediately following such transfer, merger, or consolidation, each participant or beneficiary would be entitled
to a benefit equal to or greater than the benefit he would have been entitled to if the plan in which he was previously a participant
or beneficiary had terminated immediately prior to such transfer, merger, or consolidation. Following a termination of this Plan
by the Association, the Trustee shall continue to administer the Trust and pay benefits in accordance with the Plan and the Committee’s
instructions.


 


SECTION 13


GENERAL PROVISIONS


 


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


 


13.02   
  Limit of Employer Liability. The liability of the Employers with respect to Participants and other
persons entitled to benefits under the Plan shall be limited to making contributions to the Trust from time to time, in
accordance with Section 4 of the Plan.


 


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


 


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


 


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


 


13.06      Service
of Process. The agent for the service of process upon the Plan shall be the President of the Association and the Trustee,
or such other person as may be designated from time to time by the Association.


 




    	 	33	 



     


    

 


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


 


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


 


13.09      Military
Service.


 


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


 


(b)          If
a Participant dies while performing “Qualified Military Service” (as defined below), the survivors of the Participant
shall be entitled to any additional benefits (other than benefit accruals relating to the period of Qualified Military Service)
provided under the Plan as if the Participant had resumed and then terminated employment on account of death.


 


(c)          Continued
benefit accruals under the Plan are not provided pursuant to the HEART Act.


 


(d)          If
an individual on Qualified Military Service receives a differential wage payment, (i) he shall be treated as an Employee of the
Employer making the payment, (ii) the differential wage payment shall be treated as Compensation except for purposes of determining
contributions and benefits under the Plan. For purposes of the foregoing, “differential wage payment” shall have the
meaning given such term by Code Section 3401(h)(2).


 


(e)          For
purposes of this provision, “Qualified Military Service” shall mean any service in the uniformed services (as defined
in USERRA) by any Employee if such Employee is entitled to re-employment rights under USERRA with respect to such service.


 


13.10      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.


 


SECTION 14


TOP-HEAVY PROVISIONS


 


14.01      Top-Heavy
Provisions. Anything contained in the Plan to the contrary notwithstanding, in the event the Plan becomes a Top Heavy Plan
(as defined below) in any Plan Year, then the following provisions of this Section 14 shall apply.


 


(a)          Aggregation
Group Defined. “Aggregation Group” means (a) each pension, profit sharing, stock bonus, and employee stock
ownership plan of the Control Group in which a key employee is a participant, and (b) each other plan of the Control Group which
enables any plan described in subclause (a) to meet the requirements of Section 401(a)(4) or 410 of the Code. In addition, the
term “Aggregation Group” shall include


 




    	 	34	 



     


    

 


any plan designated by the Association
as being part of the group if the group would continue to meet the requirements of Sections 401(a)(4) and 410 of the Code with
that plan being taken into account.


 


(b)          Determination
Date Defined. “Determination Date” means with respect to any Plan Year the last day of the preceding Plan Year
or, in the case of the first Plan Year of the Plan, the last day of such Plan Year.


 


(c)          Key
Employee Defined. For purposes of this Section 14, “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)(l) of the Code), a 5% owner of the Employer
or a 1% owner of the Employer having annual compensation of more than $150,000. For this purpose, annual compensation means compensation
within the meaning of Section 415(c)(3) of the Code. The determination of who is a Key Employee will be made in accordance with
Section 416(i)(1) of the Code and the applicable regulations and other guidance of general applicability issued thereunder.


 


(d)          Top
Heavy Plan Defined. “Top Heavy Plan” means if, as of the Determination Date, the
aggregate of the accounts of Participants who are Key Employees under this Plan and under any plan included in the Aggregation
Group exceeds 60% of the aggregate of the accounts of all employees under such plans.
For purposes of determining the amounts of account balances of Participants as of the Determination Date, the rules set forth below
will apply.


 


(i)           Distributions
During Year Ending on the Determination Date. The amounts of account balances of a Participant as of the Determination Date
shall be increased by the distributions made with respect to the Participant under the Plan and any Plan aggregated with the Plan
under Section 416(g)(2) of the Code during the 1-year period ending on the Determination Date. The preceding sentence shall also
apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under
Section 416(g)(2)(A)(i) of the Code. In the case of a distribution made for a reason other than separation from service, death
or disability, this provision shall be applied by substituting “5-year period” for “1-year period.”


 


(ii)         Participants
Not Performing Services During the Year Ending on the Determination Date. The accrued benefits and accounts of any individual
who has not performed services for the Employer during the 1-year period ending on the Determination Date shall not be taken into
account.


 


14.02      Plan
Modifications Upon Becoming Top-Heavy.


 


(a)          Minimum
Accruals. If the Plan is a Top Heavy Plan, Section 5.04 of the Plan will be modified to provide that the aggregate amount of
Employer contributions allocated in each Plan Year to the Accounts of each Participant who is a non-Key Employee, and who is employed
by an Employer as of the last day of the Plan Year, may not be less than the lesser of:


 


(i)          three
percent (3%) of his Compensation for the Plan Year; and


 


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


 


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


 




    	 	35	 



     


    

 


IN WITNESS WHEREOF,
this Plan is executed as of the date set forth below _____ day of ______________ by an authorized representative of the Association.


 


 


	 	CENTRAL FEDERAL SAVINGS AND LOAN ASSOCIATION OF ROLLA
	 	 	 
	 	By:	 


 


	 	Print Name:	 


 


	 	Title:	 
	 	 	 
	 	Date:	 


 


[Signature
Page – ESOP]


 




    	 	36	 



     


    

 


 


FORM OF


LOAN AGREEMENT


 


THIS LOAN AGREEMENT
(“Loan Agreement”) is made and entered into as of _________, by and between _____________________ , AS THE TRUSTEES
FOR THE CENTRAL FEDERAL SAVINGS AND LOAN ASSOCIATION OF ROLLA EMPLOYEE STOCK OWNERSHIP PLAN TRUST (“Borrower”),
a trust forming part of the Central Federal Savings and Loan Association of Rolla Employee Stock Ownership Plan (“ESOP”);
and CENTRAL FEDERAL BANCSHARES, INC. (“Lender”), a corporation organized and existing under the laws of Missouri.


 


W I T N E S S E T H


 


WHEREAS, the
Borrower is authorized to purchase shares of common stock of Central Federal Bancshares, Inc. (“Common Stock”), either
directly from Central Federal Bancshares, Inc. or in open market purchases in an amount not to exceed _________________ (___________)
shares of Common Stock.


 


WHEREAS, the
Borrower is authorized to borrow funds from the Lender for the purpose of financing authorized purchases of Common Stock; and


 


WHEREAS, the
Lender is willing to make a loan to the Borrower for such purpose.


 


NOW, THEREFORE,
the parties agree hereto to the provisions set forth below.


 


ARTICLE I


DEFINITIONS


 


The following definitions
shall apply for purposes of this Loan Agreement, except to the extent that a different meaning is plainly indicated by the context:


 


“Business
Day” means any day other than a Saturday, Sunday or other day on which banks are authorized or required to close
under federal or local law or regulation.


 


“Code”
means the Internal Revenue Code of 1986, as amended (including the corresponding provisions of any succeeding law).


 


“Default”
means an event or condition which would constitute an Event of Default. The determination as to whether an event or condition would
constitute an Event of Default shall be determined without regard to any applicable requirements of notice or lapse of time.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended (including the corresponding provisions of any succeeding
law).


 


“Event
of Default” means an event or condition described in Article 5 of this Loan Agreement.


 


“Loan”
means the loan described in Section 2.1 of this Loan Agreement.


 


“Loan
Documents” means, collectively, the Loan Agreement, the Promissory Note and the Pledge Agreement and all other documents
now or hereafter executed and delivered in connection with such documents, including all amendments, modifications and supplements
of or to all such documents.


 


“Pledge
Agreement” means the agreement described in Section 2.8(a) of this Loan Agreement.


 


“Principal
Amount” means the face amount of the Promissory Note, determined as set forth in Section 2.1(c) of this Loan Agreement.


 




     


     


    

 


“Promissory
Note” means the promissory note described in Section 2.3 of this Loan Agreement.


 


“Register”
means the register described in Section 2.9 of this Loan Agreement.


 


ARTICLE II


THE LOAN; PRINCIPAL AMOUNT;


INTEREST; SECURITY; INDEMNIFICATION


 


Section 2.1           The
Loan; Principal Amount.


 


(a)          The
Lender hereby agrees to lend to the Borrower such amount, and at such time, as shall be determined under this Section 2.1; provided,
however, that in no event shall the aggregate amount lent under this Loan Agreement from time to time exceed the greater of (i) __________________
($_________) or (ii) the aggregate amount paid by the Borrower to purchase up to __________________ (_________) shares of Common
Stock.


 


(b)          Subject
to the limitations of Section 2.1(a), the Borrower shall determine the amounts borrowed under this Agreement, and the time at which
such borrowings are effected. Each such determination shall be evidenced in a writing which shall set forth the amount to be borrowed
and the date on which the Lender shall disburse such amount, and such writing shall be furnished to the Lender by notice from the
Borrower. The Lender shall disburse to the Borrower the amount specified in each such notice on the date specified therein or,
if later, as promptly as practicable following the Lender’s receipt of such notice; provided, however, that the Lender shall
have no obligation to disburse funds pursuant to this Agreement following the occurrence of a Default or an Event of Default until
such time as such Default or Event of Default shall have been cured.


 


(c)          For
all purposes of this Loan Agreement, the Principal Amount on any date shall be equal to the excess, if any, of:


 


(i)          the
aggregate amount disbursed by the Lender pursuant to Section 2.1(b) on or before such date; over


 


(ii)         the
aggregate amount of any repayments of such amounts made before such date.


 


The Lender shall maintain on the Register
a record of, and shall record in the Promissory Note, the Principal Amount, any changes in the Principal Amount and the effective
date of any changes in the Principal Amount.


 


Section 2.2           Interest.


 


(a)          The
Borrower shall pay to the Lender interest on the Principal Amount, for the period commencing with the first disbursement of funds
under this Loan Agreement and continuing until the Principal Amount shall be paid in full, at the rate of ___________ percent
(___%) per annum. Interest payable under this Agreement shall be computed on the basis of a year of 365 days and actual days elapsed
(including the first day but excluding the last) occurring during the period to which the computation relates.


 


(b)          Accrued
interest on the Principal Amount shall be payable by the Borrower on the dates set forth in Schedule I to the Promissory Note.
All interest on the Principal Amount shall be paid by the Borrower in immediately available funds.


 


(c)          Anything
in this Loan Agreement or the Promissory Note to the contrary notwithstanding, the obligation of the Borrower to make payments
of interest shall be subject to the limitation that payments of interest shall not be required to be made to the Lender to the
extent that the Lender’s receipt thereof would not be permissible under the law or laws applicable to the Lender limiting
rates of interest which may be charged or collected by the Lender. Any such payment referred to in the preceding sentence shall
be made by the Borrower to the Lender on the


 




    	 	2	 



     


    

 


earliest interest payment date or dates
on which the receipt thereof would be permissible under the laws applicable to the Lender limiting rates of interest which may
be charged or collected by the Lender. Such deferred interest shall not bear interest.


 


Section 2.3           Promissory
Note. The Loan shall be evidenced by the Promissory Note of the Borrower attached hereto as an Exhibit, payable to the
order of the Lender in the Principal Amount and otherwise duly completed.


 


Section 2.4           Payment
of Trust Loan. The Principal Amount of the Loan shall be repaid in accordance with Schedule I to the Promissory Note on
the dates specified therein until fully paid.


 


Section 2.5           Prepayment.
The Borrower shall be entitled to prepay the Loan in whole or in part, at any time and from time to time; provided, however,
that the Borrower shall give notice to the Lender of any such prepayment; and provided, further, that any partial prepayment of
the Loan shall be in an amount not less than $1,000. Any such prepayment shall be: (a) permanent and irrevocable; (b) accompanied
by all accrued interest through the date of such prepayment; (c) made without premium or penalty; and (d) applied on the inverse
order of the maturity of the installment thereof unless the Lender and the Borrower agree to apply such prepayments in some other
order.


 


Section 2.6           Method
of Payments.


 


(a)          All
payments of principal and interest payable hereunder shall be made in lawful money of the United States, in immediately available
funds, to the Lender at the address specified herein or pursuant to this Loan Agreement for notices to the Lender, on the date
on which such payment shall become due. Any such payment made on such date but after such time shall, if the amount paid bears
interest, and except as expressly provided to the contrary herein, be deemed to have been made on, and interest shall continue
to accrue and be payable thereon until, the next succeeding Business Day. If any payment of principal or interest becomes due on
a day other than a Business Day, such payment may be made on the next succeeding Business Day, and when paid, such payment shall
include interest to the day on which payment is in fact made.


 


(b)          Notwithstanding
anything to the contrary contained in this Loan Agreement or the Promissory Note, the Borrower shall not be obligated to make any
payment, repayment or pre-payment on the Promissory Note if doing so would cause the ESOP to cease to be an employee stock ownership
plan within the meaning of Section 4975(e)(7) of the Code or qualified under Section 401(a) of the Code or cause the Borrower to
cease to be a tax exempt trust under Section 501(a) of the Code or if such act or failure to act would cause the Borrower to engage
in any “prohibited transaction” as such term is defined in the Section 4975(c) of the Code and the regulations promulgated
thereunder which is not exempted by Section 4975(c)(2) or (d) of the Code and the regulations promulgated thereunder or in Section
406 of ERISA and the regulations promulgated thereunder which is not exempted by Section 408(b) of ERISA and the regulations promulgated
thereunder; provided, however, that in each case, the Borrower, may act or refrain from acting pursuant to this Section 2.6(b)
on the basis of an opinion of counsel. The Borrower may consult with counsel, and any opinion of such counsel shall be full and
complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in
accordance with such opinion of counsel. Nothing contained in this Section 2.6(b) shall be construed as imposing a duty on the
Borrower to consult with counsel. Any obligation of the Borrower to make any payment, repayment or prepayment on the Promissory
Note or refrain from taking any other act hereunder or under the Promissory Note which is excused pursuant to this Section 2.6(b)
shall be considered a binding obligation of the Borrower, or both, as the case may be, for the purposes of determining whether
a Default or Event of Default has occurred hereunder or under the Promissory Note and nothing in this Section 2.6(b) shall be construed
as providing a defense to any remedies otherwise available upon a Default or an Event of Default hereunder (other than the remedy
of specific performance).


 


Section 2.7           Use
of Proceeds of Loan. The entire proceeds of the Loan shall be used solely for acquiring shares of Common Stock, and for
no other purpose whatsoever.


 




    	 	3	 



     


    

 


Section 2.8           Security.


 


(a)          In
order to secure the due payment and performance by the Borrower of all of its obligations under this Loan Agreement, simultaneously
with the execution and delivery of this Loan Agreement by the Borrower, the Borrower shall:


 


		(i)	pledge to the Lender as Collateral (as defined in the Pledge Agreement), and grant to the Lender
a first priority lien on and security interest in, the Common Stock purchased with the Principal Amount, by the execution and delivery
to the lender of the Pledge Agreement attached hereto as an exhibit; and



 


		(ii)	execute and deliver, or cause to be executed and delivered, such other agreement, instruments and
documents as the Lender may reasonably require in order to effect the purposes of the Pledge Agreement and this Loan Agreement.



 


(b)          The
Lender shall release from encumbrance under the Pledge Agreement and transfer to the Borrower, as of the date on which any payment
or repayment of the Principal Amount is made, a number of shares of Common Stock held as Collateral determined pursuant to the
applicable provisions of the ESOP.


 


Section 2.9           Registration
of the Promissory Note.


 


(a)          The
Lender shall maintain a Register providing for the registration of the Principal Amount and any stated interest and of transfer
and exchange of the Promissory Note. Transfer of the Promissory Note may be effected only by the surrender of the old instrument
and either the reissuance by the Borrower of the old instrument to the new holder or the issuance by the Borrower of a new instrument
to the new holder. The old Promissory Note so surrendered shall be canceled by the Lender and returned to the Borrower after such
cancellation.


 


(b)          Any
new Promissory Note issued pursuant to Section 2.9(a) shall carry the same rights to interest (unpaid and to accrue) carried by
the Promissory Note so transferred or exchanged so that there will not be any loss or gain of interest on the note surrender. Such
new Promissory Note shall be subject to all of the provisions and entitled to all of the benefits of this Agreement. Prior to due
presentment for registration or transfer, the Borrower may deem and treat the registered holder of any Promissory Note as the holder
thereof for purposes of payment and other purposes. A notation shall be made on each new Promissory Note of the amount of all payments
of principal and interest theretofore paid.


 


ARTICLE III


REPRESENTATIONS AND WARRANTIES OF THE
BORROWER


 


The Borrower hereby
represents and warrants to the Lender as follows:


 


Section 3.1           Power,
Authority, Consents. The Borrower has the power to execute, deliver and perform this Loan Agreement, the Promissory Note
and Pledge Agreement, all of which have been duly authorized by all necessary and proper corporate or other action.


 


Section 3.2           Due
Execution, Validity, Enforceability. Each of the Loan Documents, including, without limitation, this Loan Agreement, the
Promissory Note and the Pledge Agreement, has been duly executed and delivered by the Borrower; and each constitutes the valid
and legally binding obligation of the Borrower, enforceable in accordance with its terms.


 


Section 3.3           Properties,
Priority of Liens. The liens which have been created and granted by the Pledge Agreement constitute valid, first liens
on the properties and assets covered by the Pledge Agreement, subject to no prior or equal lien.


 




    	 	4	 



     


    

 


Section 3.4           No
Defaults, Compliance with Laws. The Borrower is not in default in any material respect under any agreement, ordinance,
resolution, decree, bond, note, indenture, order or judgment to which it is a party or by which it is bound, or any other agreement
or other instrument by which any of the properties or assets owned by it is materially affected.


 


Section 3.5           Purchase
of Common Stock. Upon consummation of any purchase of Common Stock by the Borrower with the proceeds of the Loan, the Borrower
shall acquire valid, legal and marketable title to all of the Common Stock so purchased, free and clear of any liens, other than
a pledge to the Lender of the Common Stock so purchased pursuant to the Pledge Agreement. Neither the execution and delivery of
the Loan Documents nor the performance of any obligation thereunder violates any provisions of law or conflicts with or results
in a breach of or creates (with or without the giving of notice of lapse of time, or both) a default under any agreement to which
the Borrower is a party or by which it is bound or any of its properties is affected. No consent of any federal, state, or local
governmental authority, agency, or other regulatory body, the absence of which could have a materially adverse effect on the Borrower
or the Trustee, is or was required to be obtained in connection with the execution, delivery, or performance of the Loan Documents
and the transaction contemplated therein or in connection therewith, including without limitation, with respect to the transfer
of the shares of Common Stock purchased with the proceeds of the Loan pursuant thereto.


 


Section
3.6           ESOP; Contributions. The ESOP will qualify
as an “employee stock ownership plan” as defined in Section 4975(e)(7) of the Code. The ESOP provides that the
ESOP contributing employers may make contributions to the ESOP in an amount necessary to enable the Trustee to amortize the
Loan in accordance with the terms of the Promissory Note; provided, however, that no such contributions shall be required if
they would adversely affect the qualification of the ESOP under Section 401(a) of the Code.


 


Section 3.7           Trustee.
The trustee of the ESOP has been duly appointed by the ESOP sponsor.


 


Section 3.8           Compliance
with Laws; Actions. Neither the execution and delivery by the Borrower of this Loan Agreement or any instruments required
thereby, nor compliance with the terms and provisions of any such documents by the lender, constitutes a violation of any provision
of any law or any regulation, order, writ, injunction or decree of any court or governmental instrumentality, or an event of default
under any agreement, to which the Borrower is a party, to which the Borrower is bound or to which the Borrower is subject, which
violation or event of default would have a material adverse effect on the Borrower. There is no action or proceeding pending or
threatened against either the ESOP or the Borrower before any court or administrative agency.


 


ARTICLE IV


REPRESENTATIONS AND WARRANTIES OF THE
LENDER


 


The Lender hereby
represents and warrants to the Borrower as follows:


 


Section 4.1           Power,
Authority, Consents. The Lender has the power to execute, deliver and perform this Loan Agreement, the Pledge Agreement
and all documents executed by the Lender in connection with the Loan, all of which have been duly authorized by all necessary and
proper corporate or other action. No consent, authorization or approval or other action by any governmental authority or regulatory
body, and no notice by the Lender to, or filing by the Lender with, any governmental authority or regulatory body is required for
the due execution, delivery and performance of this Loan Agreement.


 


Section 4.2           Due
Execution, Validity, Enforceability. This Loan Agreement and the Pledge Agreement have been duly executed and delivered
by the Lender, and each constitutes a valid and legally binding obligation of the Lender, enforceable in accordance with its terms.


 




    	 	5	 



     


    

 


ARTICLE V


EVENTS OF DEFAULT


 


Section 5.1           Events
of Default under Loan Agreement. Each of the following events shall constitute an “Event of Default” hereunder:


 


(a)          failure
to make any payment or mandatory prepayment of principal of the Promissory Note when due, or failure to make any payment of interest
on the Promissory Note not later than five (5) Business Days after the date when due;


 


(b)          failure
by the Borrower to perform or observe any term, condition or covenant of this Loan Agreement or of any of the other Loan Documents,
including, without limitation, the Promissory Note and the Pledge Agreement; or


 


(c)          any
representation or warranty made in writing to the Lender in any of the Loan Documents, or any certificate, statement or report
made or delivered in compliance with this Loan Agreement, shall have been false or misleading in any material respect when made
or delivered.


 


Section
5.2           Lender’s Rights upon Event of Default. If
an Event of Default under this Loan Agreement shall occur and be continuing, the Lender shall have no rights to, or
recourse against, the assets of the ESOP  other than: (a) contributions (other than contributions of Common Stock) that are
made by the ESOP  contributing employers to enable the Borrower to meet its obligations pursuant to this Loan Agreement
and earnings attributable to the investment of such contributions and (b) “Eligible Collateral” (as defined in
the Pledge Agreement); provided, however, that: (i) the value of the Borrower’s assets transferred to the Lender
following an Event of Default in satisfaction of the due and unpaid amount of the Loan shall not exceed the amount in
default; (ii) the Borrower’s assets shall be transferred to the Lender following an Event of Default only to the extent
of the failure of the Borrower to meet the payment schedule of the Loan; and (iii) all rights of the Lender to the Common
Stock purchased with the proceeds of the Loan covered by the Pledge Agreement following an Event of Default shall be governed
by the terms of the Pledge Agreement.


 


ARTICLE VI


MISCELLANEOUS PROVISIONS


 


Section 6.1           Payments.
All payments hereunder and under the Promissory Note shall be made without set-off or counterclaim and in such amounts as may
be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Loan
Agreement and the Promissory Note, subject to any applicable tax withholding requirements. Upon payment in full of the Promissory
Note, the Lender shall mark such Promissory Note “Paid” and return it to the Borrower.


 


Section 6.2           Survival.
All agreements, representations and warranties made herein shall survive the delivery of this Loan Agreement and the Promissory
Note.


 


Section 6.3           Modifications,
Consents and Waivers; Entire Agreement. No modification, amendment or waiver of or with respect to any provision of this
Loan Agreement, the Promissory Note, the Pledge Agreement, or any of the other Loan Documents, nor consent to any departure from
any of the terms or conditions thereof, shall in any event be effective unless it shall be in writing and signed by the party against
whom enforcement thereof is sought. Any such waiver or consent shall be effective only in the specific instance and for the purpose
for which given. No consent to or demand on a party in any case shall, of itself, entitle it to any other or further notice or
demand in similar or other circumstances. This Loan Agreement embodies the entire agreement and understanding between the Lender
and the Borrower and supersedes all prior agreements and understandings relating to the subject matter hereof.


 


Section 6.4           Remedies
Cumulative. Each and every right granted to the Lender hereunder or under any other document delivered hereunder or in
connection herewith, or allowed it by law or equity, shall be cumulative and may be exercised from time to time. No failure on
the part of the Lender or the holder of the Promissory Note to


 




    	 	6	 



     


    

 


exercise, and no delay in exercising, any
right shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or future exercise
thereof or the exercise of any other right. The due payment and performance of the obligations under the Loan Documents shall be
without regard to any counterclaim, right of offset or any other claim whatsoever which the Borrower may have against the Lender
and without regard to any other obligation of any nature whatsoever which the Lender may have to the Borrower, and no such counterclaim
or offset shall be asserted by the Borrower in any action, suit or proceeding instituted by the Lender for payment or performance
of such obligations.


 


Section 6.5           Further
Assurances; Compliance with Covenants. At any time and from time to time, upon the request of the Lender, the Borrower
shall execute, deliver and acknowledge or cause to be executed, delivered and acknowledged, such further documents and instruments
and do such other acts and things as the Lender may reasonably request in order to fully effect the terms of this Loan Agreement,
the Promissory Note, the Pledge Agreement, the other Loan Documents and any other agreements, instruments and documents delivered
pursuant hereto or in connection with the Loan.


 


Section 6.6           Notices.
Except as otherwise specifically provided for herein, all notices, requests, reports and other communications pursuant to this
Loan Agreement shall be in writing, either by letter (delivered by hand or commercial messenger service or sent by registered or
certified mail, return receipt requested, except for routine reports delivered in compliance with Article VI hereof which may be
sent by ordinary first-class mail) or telex or telecopier addressed as follows:


 


		(a)	If to the Borrower:



 


Central Federal Savings and Loan Association of Rolla
Employee Stock Ownership Plan Trust


___________________________________


___________________________________


Attn:_______________________________


 


		(b)	If to the Lender:



 


Central Federal Bancshares, Inc.


210 West 10th Street


Rolla, Missouri 65401


Attn:_____________


 


Any notice, request or communication hereunder
shall be deemed to have been given on the day on which it is delivered by hand or by commercial messenger service, or sent by telex
or telecopier, to such party at its address specified above, or, if sent by mail, on the third Business Day after the day deposited
in the mail, postage prepaid, addressed as aforesaid. Any party may change the person or address to whom or which notices are to
be given hereunder, by notice duly given hereunder; provided, however, that any such notice shall be deemed to have been given
only when actually received by the party to whom it is addressed.


 


Section 6.7           Counterparts.
This Loan Agreement may be signed in any number of counterparts which, when taken together, shall constitute one and the same
document.


 


Section 6.8           Construction;
Governing Law. The headings used in the table of contents and in this Loan Agreement are for convenience only and shall
not be deemed to constitute a part hereof. All uses herein of any gender or of singular or plural terms shall be deemed to include
uses of the other genders or plural or singular terms, as the context may require. All references in this Loan Agreement of an
Article or Section shall be to an Article or Section of this Loan Agreement, unless otherwise specified. This Loan Agreement, the
Promissory Note, the Pledge Agreement and the other Loan Documents shall be governed by, and construed and interpreted in accordance
with, the laws of the State of Missouri.


 




    	 	7	 



     


    

 


Section 6.9           Severability.
Wherever possible, each provision of this Loan Agreement shall be interpreted in such manner as to be effective and valid under
applicable law; however, the provisions of this Loan Agreement are severable, and if any clause or provision hereof shall be held
invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such
clause or provision, or part thereof, in such jurisdiction and shall not in any manner affect such clause or provision in any other
jurisdiction, or any other clause or provisions in this Loan Agreement in any jurisdiction. Each of the covenants, agreements and
conditions contained in this Loan Agreement are independent, and compliance by a party with any of them shall not excuse non-compliance
by such party with any other. The Borrower shall not take any action the effect of which shall constitute a breach or violation
of any provision of this Loan Agreement.


 


Section 6.10         Binding
Effect: No Assignment or Delegation. This Loan Agreement shall be binding upon and inure to the benefit of the Borrower
and its successors and the Lender and its successors and assigns. The rights and obligations of the Borrower under this Agreement
shall not be assigned or delegated without the prior written consent of the Lender, and any purported assignment or delegation
without such consent shall be void.


 


* * * * *




    	 	8	 



     


    

 


IN WITNESS WHEREOF,
the parties have caused this Loan Agreement to be executed as of the date first written above.


 


	 	CENTRAL FEDERAL SAVINGS AND LOAN ASSOCIATION OF
        ROLLA EMPLOYEE STOCK OWNERSHIP PLAN TRUST



 


	 	By:	 





	 	Print Name:	 





	 	Title:	Trustee


 


	 	CENTRAL FEDERAL BANCSHARES, INC.


 


	 	By:	 





	 	Print Name:	 





	 	By:	 


 


[Signature
Page – ESOP Loan Agreement]


 




    	 	9	 



     


    

 


FORM OF


PLEDGE AGREEMENT


 


THIS PLEDGE AGREEMENT
(“Pledge Agreement”) is made as of _______________, by and between ______________ , AS TRUSTEES FOR THE CENTRAL
FEDERAL SAVINGS AND LOAN ASSOCIATION OF ROLLA EMPLOYEE STOCK OWNERSHIP PLAN TRUST (“Pledgor”), and CENTRAL FEDERAL
BANCSHARES, INC. (“Pledgee”).


 


W I T N E S S E T H


 


WHEREAS, this
Pledge Agreement is being executed and delivered to the Pledgee pursuant to the terms of a Loan Agreement (“Loan Agreement”),
by and between the Pledgor and the Pledgee;


 


NOW, THEREFORE,
in consideration of the mutual agreements contained herein and in the Loan Agreement, the parties hereto do hereby covenant and
agree to the provisions set forth below.


 


Section 1. Definitions.
The following definitions shall apply for purposes of this Pledge Agreement, except to the extent that a different meaning is plainly
indicated by the context; all capitalized terms used but not defined herein shall have the respective meanings assigned to them
in the Loan Agreement.


 


“Collateral”
shall mean the Pledged Shares and, subject to Section 5 hereof, and to the extent permitted by applicable law, all rights with
respect thereto, and all proceeds of such Pledged Shares and rights.


 


“ESOP”
shall mean the Central Federal Savings and Loan Association of Rolla Employee Stock Ownership Plan.


 


“Event
of Default” shall mean an event so defined in the Loan Agreement.


 


“Liabilities”
shall mean the amounts the Pledgor owes to the Pledgee under the Loan Agreement and the Promissory Note and any amendments thereto.


 


“Pledged
Shares” shall mean all the Shares of Common Stock of the Pledgee purchased by the Pledgor with the proceeds of the
loan made by the Pledgee to the Pledgor pursuant to the Loan Agreement, but excluding any such shares previously released pursuant
to Section 4 of this Pledge Agreement.


 


Section 2. Pledge.
  To secure the payment of and performance of all the Liabilities, the Pledgor hereby pledges to the Pledgee, and grants
to the Pledgee, a security interest in, and lien upon, the Collateral.


 


Section 3. Representations
and Warranties of the Pledgor.   The Pledgor represents, warrants, and covenants to the Pledgee as follows:


 


(a)          the
execution, delivery and performance of this Pledge Agreement and the pledging of the Collateral hereunder do not and will not conflict
with, result in a violation of, or constitute a default under, any agreement binding upon the Pledgor;


 


(b)          the
Pledged Shares are and will continue to be owned by the Pledgor free and clear of any liens or rights of any other person except
the lien hereunder and under the Loan Agreement in favor of the Pledgee, and the security interest of the Pledgee in the Pledged
Shares and the proceeds thereof is and will continue to be prior to and senior to the rights of all others;


 


(c)          this
Pledge Agreement is the legal, valid, binding and enforceable obligation of the Pledgor in accordance with its terms;


 




     


     


    

 


(d)          the
Pledgor shall, from time to time, upon request of the Pledgee, promptly deliver to the Pledgee such stock powers, proxies, and
similar documents, satisfactory in form and substance to the Pledgee, with respect to the Collateral as the Pledgee may reasonably
request; and


 


(e)          subject
to the first sentence of Section 4(b) of this Pledge Agreement, the Pledgor shall not, so long as any Liabilities are outstanding,
sell, assign, exchange, pledge or otherwise transfer or encumber any of its rights in and to any of the Collateral.


 


Section 4. Eligible
Collateral.


 


(a)          As
used herein the term “Eligible Collateral” shall mean the amount of Collateral which has an aggregate fair market value
equal to the amount by which the Pledgor is in default or such lesser amount of Collateral as may be required pursuant to Section
13 of this Pledge Agreement.


 


(b)          The
Pledged Shares shall be released from this Pledge Agreement in a manner conforming to the requirements of Treasury Regulations
Section 54.4975-7(b)(8), as the same may be from time to time amended or supplemented, and the applicable provisions of the ESOP.
Subject to the Treasury Regulations, the Pledgee may from time to time, after any Default or Event of Default, and without prior
notice to the Pledgor, transfer all or any part of the Eligible Collateral in the name of the Pledgee or its nominee, without disclosing
that such Eligible Collateral is subject to any rights of the Pledgor and may from time to time, whether before or after any of
the Liabilities shall become due and payable, without notice to the Pledgor, take all or any of the following actions: (i) notify
the parties obligated on any of the Eligible Collateral to make payment to the Pledgee of any amounts due or due to become due
thereunder, (ii) release or exchange all or any part of the Eligible Collateral, or compromise or extend or renew for any period
(whether or not longer than the original period) any obligations of any nature of any party with respect thereto, and (iii) take
control of any proceeds of the Eligible Collateral.


 


Section 5. Delivery.


 


(a)          The
Pledgor shall deliver to the Pledgee upon execution of this Pledge Agreement (i) either (A) certificates for the Pledged Shares,
each certificate duly signed in blank by the Pledgor or accompanied by a stock transfer power duly signed in blank by the Pledgor
and each such certificate accompanied by all required documentary or stock transfer tax stamps or (B) if the Trustee does not yet
have possession of the Pledged Shares, an assignment by the Pledgor of all the Pledgor’s rights to and interest in the Pledged
Shares, and (ii) an irrevocable proxy, in form and substance satisfactory to the Pledgee, signed by the Pledgor with respect to
the Pledged Shares.


 


(b)          Subject
to Section 6 of this Pledge Agreement, (i) the Pledgor shall be entitled to exercise any and all voting and other rights pertaining
to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement, and (ii) the Pledgor
shall be entitled to receive any and all cash dividends or other distributions paid in respect of the Collateral.


 


Section 6. Events
of Default.


 


(a)          If
a Default or Event of Default shall be existing, in addition to the rights it may have under the Loan Agreement, the Promissory
Note, and this Pledge Agreement, or by virtue of any other instrument, (i) the Pledgee may exercise, with respect to the Eligible
Collateral, from time to time, any rights and remedies available to it under the Uniform Commercial Code as in effect from time
to time in the State of Missouri or otherwise available to it, and (ii) the Pledgee shall have the right, for and in the name,
place and stead of the Pledgor, to execute endorsement, assignments, stock powers and other instruments of conveyance or transfer
with respect to all or any of the Eligible Collateral. Written notification of intended disposition of any of the Eligible Collateral
shall be given by the Pledgee to the Pledgor at least three (3) Business Days before such disposition. No action of the Pledgee
permitted hereunder shall impair or affect its rights in and to the Eligible Collateral. All rights and remedies of the Pledgee
expressed hereunder are in addition to all other rights and remedies possessed by it, including, without limitation, those contained
in the documents referred to in the definition of Liabilities in Section 1 hereof.


 




    	 	2	 



     


    

 


(b)          In
any sale of any of the Eligible Collateral after a Default or an Event of Default shall have occurred, the Pledgee is hereby authorized
to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order
to avoid violation of applicable law (including, without limitation, compliance with such procedures as may restrict the number
of prospective bidders and purchasers or further restrict such prospective bidders or purchasers to persons who will represent
and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such
Eligible Collateral), or in order to obtain such required approval of the sale or of the purchase by any governmental regulatory
authority or official, and the Pledgor further agrees that such compliance shall not result in such sale being considered or deemed
not to have been made in a commercially reasonable manner, nor shall the Pledgee be liable or accountable to the Pledgor for any
discount allowed by reason of the fact that such Eligible Collateral is sold in compliance with any such limitation or restriction.


 


Section 7. Payment
in Full. Upon the payment in full of all outstanding Liabilities, this Pledge Agreement shall terminate and the Pledgee
shall forthwith assign, transfer and deliver to the Pledgor, against receipt and without recourse to the Pledgee, all Collateral
then held by the Pledgee pursuant to the Pledge Agreement.


 


Section 8. No
Waiver. No failure or delay on the part of the Pledgee in exercising any right or remedy hereunder or under any other document
which confers or grants any rights to the Pledgee in respect of the Liabilities shall operate as a waiver thereof nor shall any
single or partial exercise of any such rights or remedy preclude any other or further exercise thereof or the exercise of any other
right or remedy of the Pledgee.


 


Section 9. Binding
Effect; No Assignment or Delegation. This Pledge Agreement shall be binding upon and inure to the benefit of the Pledgor,
the Pledgee and their respective successors and assigns, except that the Pledgor may not assign or transfer its rights hereunder
without the prior written consent of the Pledgee (which consent shall not unreasonably be withheld). Each duty or obligation of
the Pledgor to the Pledgee pursuant to the provisions of this Pledge Agreement shall be performed in favor of any person or entity
designated by the Pledgee, and any duty or obligation of the Pledgee to the Pledgor may be performed by any other person or entity
designated by the Pledgee.


 


Section 10. Governing
Law. This Pledge Agreement shall be governed by and construed in accordance with the laws of the State of Missouri applicable
to agreements to be performed wholly within the State of Missouri.


 


Section 11. Notices.
All notices, requests, instructions or documents hereunder shall be in writing and delivered personally or sent by United States
mail, registered or certified, return receipt requested, with proper postage prepaid as follows:


 


		(a)	If to the Pledgor:



 


Central Federal Savings and Loan Association of Rolla
Employee Stock Ownership Plan Trust


___________________________________


___________________________________


Attn:_______________________________


 


		(b)	If to the Pledgee:



 


Central Federal Bancshares, Inc.


210 West 10th Street


Rolla, Missouri 65401


Attn:_____________


 


or at such other address as either of the
parties may designate by written notice to the other party. If delivered personally, the date on which a notice, request, instruction
or document is delivered shall be the date on which such delivery is made, and, if delivered by mail, the date on which such notice,
request, instruction, or document is


 




    	 	3	 



     


    

 


deposited in the mail shall be the date
of delivery. Each notice, request, instruction or document shall bear the date on which it is delivered.


 


Section 12. Interpretation.   Wherever
possible each provision of this Pledge Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision herein shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions hereof.


 


Section 13. Construction.   All
provisions hereof shall be construed so as to maintain (a) the ESOP as a tax-qualified leveraged employee stock ownership
plan under Sections 401(a) and 4975(e)(7) of the Internal Revenue Code of 1986 (the “Code”), (b) the Trust as exempt
from taxation under Section 501(a) of the Code and (c) the loan as an exempt loan under Section 54.4975-7(b) of the Treasury Regulations
and as described in Department of Labor Regulation Section 2550.408b-3.


 


IN WITNESS WHEREOF,
this Pledge Agreement has been duly executed by the parties hereto as of the day and year first above written.


 


	 	CENTRAL FEDERAL SAVINGS AND LOAN ASSOCIATION OF ROLLA EMPLOYEE STOCK OWNERSHIP PLAN TRUST


 


	 	By:	 





	 	Print Name:	 





	 	Title:	Trustee


 


	 	CENTRAL FEDERAL BANCSHARES, INC.


 


	 	By:	 





	 	Print Name:	 





	 	By:	 


 


[Signature
Page – ESOP Pledge Agreement]


 




    	 	4	 



     


    

 


FORM OF


PROMISSORY NOTE


 


FOR VALUE RECEIVED,
the undersigned, ________________ AS THE TRUSTEES FOR THE CENTRAL FEDERAL SAVINGS AND LOAN ASSOCIATION OF ROLLA EMPLOYEE STOCK
OWNERSHIP PLAN TRUST (the “Borrower”), a trust forming part of the Central Federal Savings and Loan Association
of Rolla Employee Stock Ownership Plan (“ESOP”), hereby promises to pay to the order of CENTRAL FEDERAL BANCSHARES, INC.
(the “Lender”) up _______________________ dollars ($_______) payable in accordance with the Loan Agreement
made and entered into between the Borrower and the Lender of even date herewith (“Loan Agreement”) pursuant to which
this Promissory Note is issued.


 


The Principal Amount
of this Promissory Note shall be payable in accordance with the schedule attached hereto (“Schedule I”).


 


This Promissory Note
shall bear interest at the rate per annum set forth or established under the Loan Agreement, such interest to be payable in accordance
with Schedule I.


 


Anything herein to
the contrary notwithstanding, the obligation of the Borrower to make payments of interest shall be subject to the limitation that
payments of interest shall not be required to be made to the Lender to the extent that the Lender’s receipt thereof would
not be permissible under the law or laws applicable to the Lender limiting rates of interest which may be charged or collected
by the Lender. Any such payments of interest which are not made as a result of the limitation referred to in the preceding sentence
shall be made by the Borrower to the Lender on the earliest interest payment date or dates on which the receipt thereof would be
permissible under the laws applicable to the Lender limiting rates of interest which may be charged or collected by the Lender.
Such deferred interest shall not bear interest.


 


Payments of both principal
and interest on this Promissory Note are to be made at the principal office of the Lender or such other place as the holder hereof
shall designate to the Borrower in writing, in lawful money of the United States of America in immediately available funds.


 


Failure to make any
payments of principal on this Promissory Note when due, or failure to make any payment of interest on this Promissory Note not
later than five (5) Business Days after the date when due, shall constitute a default hereunder, whereupon the principal amount
of accrued interest on this Promissory Note shall immediately become due and payable in accordance with the terms of the Loan Agreement. Notwithstanding any provision contained in this Promissory Note
to the contrary, in the event of the occurrence of an Event of Default (as defined in the Loan Agreement), the value of the assets
of the ESOP transferred in satisfaction of this Promissory Note and the other obligations of the Borrower under the Loan Agreement
and the other Loan Documents (as defined in the Loan Agreement) shall not exceed the “amount of default” (within the
meaning of Treasury Regulation Section 54.4975-7(b)(6)).


 


Notwithstanding any provision contained in this Promissory Note
to the contrary, the loan evidenced by this Promissory Note is without recourse against, and the Lender shall have no right to,
any assets of the ESOP other than the collateral described in the Pledge Agreement and contributions (other than contributions
of qualifying employer securities as defined in Treas. Reg. Section 54.4975-12) that are made under the ESOP to permit it to meet
its obligations under this Promissory Note and the other Loan Documents.








 


This Promissory Note
is secured by a Pledge Agreement between the Borrower and the Lender of even date herewith and is entitled to the benefits thereof.


 


	 	CENTRAL FEDERAL SAVINGS AND LOAN ASSOCIATION OF ROLLA EMPLOYEE STOCK OWNERSHIP PLAN TRUST
	 	 	 
	 	 	 
	 	Trustee