ex10-6.htm


    


    


    Exhibit
10.6

    


    


    


    


    


    


    


    


    


    


    WALDEN
FEDERAL SAVINGS AND LOAN ASSOCIATION

    AMENDED
AND RESTATED

    EMPLOYEE
STOCK OWNERSHIP PLAN

    


    Effective
as of January 1, 2007

    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    WALDEN
FEDERAL SAVINGS AND LOAN ASSOCIATION

    AMENDED
AND RESTATED

    EMPLOYEE
STOCK OWNERSHIP PLAN

    CERTIFICATION

    


    I, Stephen W. Dederick, Vice President
and Chief Financial Officer of Walden Federal Savings and Loan Association,
hereby certify that the attached Walden Federal Savings and Loan Association
Amended and Restated Employee Stock Ownership Plan, effective January 1, 2007,
was adopted at a duly held meeting of the Board of Directors of Walden Federal
Savings and Loan Association.

    


    


    


    
      	 
      	
              WALDEN
      FEDERAL SAVINGS AND LOAN

            
	 
      	
              ASSOCIATION

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	  /s/ Stephen W.
      Dederick
	 
      	 
      	
              Stephen
      W. Dederick

            
	 
      	 
      	
              Vice
      President and Chief Financial Officer

            
	 
      	 
      	 
      
	 
      	
              Date:

            	 
      January 15, 2009
	 
      	 
      	 
      


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Walden
Federal Savings and Loan Association

    Amended
and Restated

    Employee
Stock Ownership Plan

    


    Table
of Contents

    
      	
              SECTION
      1 Introduction

            	
              1

            
	
              Section
      1.01

            	
              Nature of the
      Plan.

            	
              1

            
	
              Section
      1.02

            	
              Employers and
      Affiliates.

            	
              1

            
	
              SECTION
      2 Definitions

            	
              1

            
	
              Section
      2.01

            	
              Definitions.

            	
              1

            
	
              SECTION
      3 Eligibility and Participation

            	
              8

            
	
              Section
      3.01

            	
              Participation.

            	
              8

            
	
              Section
      3.02

            	
              Certain Employees
      Ineligible.

            	
              9

            
	
              Section
      3.03

            	
              Transfer to and from
      Eligible Employment.

            	
              9

            
	
              Section
      3.04

            	
              Participation after
      Reemployment.

            	
              10

            
	
              Section
      3.05

            	
              Participation Not
      Guarantee of Employment.

            	
              10

            
	
              SECTION
      4 Contributions

            	
              10

            
	
              Section
      4.01

            	
              Employer
      Contributions.

            	
              10

            
	
              Section
      4.02

            	
              Limitations on
      Contributions.

            	
              11

            
	
              Section
      4.03

            	
              Acquisition
      Loans.

            	
              11

            
	
              Section
      4.04

            	
              Conditions as to
      Contributions.

            	
              12

            
	
              Section
      4.05

            	
              Employee
      Contributions.

            	
              12

            
	
              Section
      4.06

            	
              Rollover
      Contributions.

            	
              12

            
	
              Section
      4.07

            	
              Trustee-to-Trustee
      Transfers.

            	
              12

            
	
              SECTION
      5 Plan Accounting

            	
              12

            
	
              Section
      5.01

            	
              Accounting for
      Allocations.

            	
              12

            
	
              Section
      5.02

            	
              Maintenance of
      Participants’ Company Stock Accounts.

            	
              13

            
	
              Section
      5.03

            	
              Maintenance of
      Participants’ Other Investments Accounts.

            	
              13

            
	
              Section
      5.04

            	
              Allocation and
      Crediting of Employer Contributions.

            	
              14

            
	
              Section
      5.05

            	
              Limitations on
      Allocations.

            	
              15

            
	
              Section
      5.06

            	
              Other
      Limitations.

            	
              17

            
	
              Section
      5.07

            	
              Limitations as to
      Certain Section 1042 Transactions.

            	
              17

            
	
              Section
      5.08

            	
              Allocations Upon
      Termination Prior to Satisfaction of Acquisition
    Loan.

            	
              18

            
	
              Section
      5.09

            	
              Dividends.

            	
              18

            
	
              SECTION
      6 Vesting and Forfeitures

            	
              20

            
	
              Section
      6.01

            	
              Deferred Vesting in
      Accounts.

            	
              20

            
	
              Section
      6.02

            	
              Immediate Vesting in
      Certain Situations.

            	
              20

            
	
              Section
      6.03

            	
              Treatment of
      Forfeitures.

            	
              21

            
	
              Section
      6.04

            	
              Accounting for
      Forfeitures.

            	
              22

            
	
              Section
      6.05

            	
              Vesting Upon
      Reemployment.

            	
              22

            
	
              SECTION
      7 Distributions

            	
              22

            
	
              Section
      7.01

            	
              Distribution of
      Benefit Upon a Termination of Employment.

            	
              22

            
	
              Section
      7.02

            	
              Minimum Distribution
      Requirements.

            	
              23

            
	
              Section
      7.03

            	
              Benefits on a
      Participant’s Death.

            	
              23

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              Section
      7.04

            	
              Delay in Benefit
      Determination.

            	
              24

            
	
              Section
      7.05

            	
              Options to Receive and
      Sell Company Stock.

            	
              24

            
	
              Section
      7.06

            	
              Restrictions on
      Disposition of Company Stock.

            	
              25

            
	
              Section
      7.07

            	
              Direct Transfer of
      Eligible Plan Distributions.

            	
              26

            
	
              SECTION
      8 Voting of Company Stock and Tender Offers

            	
              27

            
	
              Section
      8.01

            	
              Voting of Company
      Stock.

            	
              27

            
	
              Section
      8.02

            	
              Tender
      Offers.

            	
              28

            
	
              SECTION
      9 The Committee and Plan Administration

            	
              28

            
	
              Section
      9.01

            	
              Identity of the
      Committee.

            	
              28

            
	
              Section
      9.02

            	
              Authority of
      Committee.

            	
              28

            
	
              Section
      9.03

            	
              Duties of
      Committee.

            	
              29

            
	
              Section
      9.04

            	
              Compliance with ERISA
      and the Code.

            	
              30

            
	
              Section
      9.05

            	
              Action by
      Committee.

            	
              30

            
	
              Section
      9.06

            	
              Execution of
      Documents.

            	
              30

            
	
              Section
      9.07

            	
              Adoption of
      Rules.

            	
              30

            
	
              Section
      9.08

            	
              Responsibilities to
      Participants.

            	
              30

            
	
              Section
      9.09

            	
              Alternative Payees in
      Event of Incapacity.

            	
              31

            
	
              Section
      9.10

            	
              Indemnification by
      Employers.

            	
              31

            
	
              Section
      9.11

            	
              Abstention by
      Interested Member.

            	
              31

            
	
              Section
      9.12

            	
              Use of Electronic
      Media to Provide Notices and Make Elections.

            	
              31

            
	
              SECTION
      10 Rules Governing Benefit Claims

            	
              32

            
	
              Section
      10.01

            	
              Claim for
      Benefits.

            	
              32

            
	
              Section
      10.02

            	
              Notification by
      Committee.

            	
              32

            
	
              Section
      10.03

            	
              Claims Review
      Procedure.

            	
              32

            
	
              SECTION
      11 The Trust

            	
              33

            
	
              Section
      11.01

            	
              Creation of Trust
      Fund.

            	
              33

            
	
              Section
      11.02

            	
              Company Stock and
      Other Investments.

            	
              33

            
	
              Section
      11.03

            	
              Acquisition of Company
      Stock.

            	
              33

            
	
              Section
      11.04

            	
              Participants’ Option
      to Diversify.

            	
              33

            
	
              SECTION
      12 Adoption, Amendment and Termination

            	
              34

            
	
              Section
      12.01

            	
              Adoption of Plan by
      Other Employers.

            	
              34

            
	
              Section
      12.02

            	
              Adoption of Plan by
      Successor.

            	
              34

            
	
              Section
      12.03

            	
              Plan Adoption Subject
      to Qualification.

            	
              34

            
	
              Section
      12.04

            	
              Right to Amend or
      Terminate.

            	
              35

            
	
              SECTION
      13 General Provisions

            	
              35

            
	
              Section
      13.01

            	
              Nonassignability of
      Benefits.

            	
              35

            
	
              Section
      13.02

            	
              Limit of Employer
      Liability.

            	
              36

            
	
              Section
      13.03

            	
              Plan
      Expenses.

            	
              36

            
	
              Section
      13.04

            	
              Nondiversion of
      Assets.

            	
              36

            
	
              Section
      13.05

            	
              Separability of
      Provisions.

            	
              36

            
	
              Section
      13.06

            	
              Service of
      Process.

            	
              36

            
	
              Section
      13.07

            	
              Governing
      Law.

            	
              36

            
	
              Section
      13.08

            	
              Special Rules for
      Persons Subject to Section 16(b) Requirements.

            	
              37

            
	
              Section
      13.09

            	
              Military
      Service.

            	
              37

            
	
              Section
      13.10

            	
              Minimum Distribution
      Requirements.

            	
              37

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              SECTION
      14 Top-Heavy Provisions

            	
              41

            
	
              Section
      14.01

            	
              Top-Heavy
      Provisions.

            	
              41

            
	
              Section
      14.02

            	
              Plan Modifications
      Upon Becoming Top-Heavy.

            	
              42

            


    

    


     

     

     

     

     

     

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SECTION
1

    Introduction

    


    Section
1.01       Nature of
the Plan.

    


    Effective
as of January 1, 2007 (the “Effective Date”), Walden Federal Savings and Loan
Association (the “Bank”) hereby establishes the Amended and Restated Walden
Federal Savings and Loan Association Employee Stock Ownership Plan (the “Plan”)
to enable Eligible Employees (as defined in Section 2.01(o) of the Plan) to
acquire stock owner­ship interests in Hometown Bancorp, Inc. (the
“Company”), the holding company of the Bank.  The Bank intends this
Plan to be a tax-qualified stock bonus plan under Section 401(a) of the Internal
Revenue Code of 1986, as amended (the “Code”), and an employee stock ownership
plan within the meaning of Section 407(d)(6) of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”), and Sections 409 and 4975(e)(7) of
the Code.  The Plan is designed to invest primarily in the common
stock of the Company, which stock constitutes “qualifying employer securities”
within the meaning of Section 407(d)(5) of ERISA and Sections 409(l) and
4975(e)(8) of the Code.  Accordingly, the Plan and Trust Agreement (as
defined in Section 2.01(mm) of the Plan) shall be interpreted and applied in a
manner consistent with the Bank’s intent for it to be a tax-qualified plan
designed to invest primarily in qualifying employer securities.

    


    The Plan
reflects certain provisions of the Economic Growth and Tax Relief Reconciliation
Act of 2001 (“EGTRRA”),  the Pension Protection Act of 2006 ( “PPA”),
the final regulations issued under Code Section 415, and the HEART Act of
2008.  The provisions related to EGTRRA, PPA, Code Section 415, and
the HEART Act of 2008 are intended as good faith compliance with such laws and
the guidance issued thereunder.  To the extent any provision of the
Plan was operated according to an effective date earlier than as required by
law, then such date shall be the effective date with respect to that provision
of the Plan.

    


    Section
1.02        Employers
and Affiliates.

    


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

    


    SECTION
2

    Definitions

    


    Section
2.01        Definitions.

    


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


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    


    
      	
              (a)

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

            


    

    


    
      	
              (b)

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

            


    

    


    
      	
              (c)

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

            


    

    


    
      	
              (d)

            	
              “Bank” means Walden
      Federal Savings and Loan Association, and any entity that succeeds to the
      business of Walden Federal Savings and Loan Association and adopts this
      Plan in accordance with the provisions of Section 12.02 of the Plan, or by
      written agreement assumes the obligations of the
  Plan.

            


    

    


    
      	
              (e)

            	
              “Beneficiary” means the
      person(s) entitled to receive benefits under the Plan following a
      Participant’s death, pursuant to Section 7.03 of the
  Plan.

            


    

    


    
      	
              (f)

            	
              “Change in Control”
      means any one of the following events
occurs:

            


    

    


    
      	
               
      

            	
              (i)

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

            


    

    


    
      	
               
      

            	
              (ii)

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

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Change in Board
      Composition:  During any period of two consecutive years,
      individuals who constitute the Bank’s or the Company’s Board of Directors
      at the beginning of the two-year period cease for any reason to constitute
      at least a

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              majority
      of the Bank’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 (or first nominated by the board for election by the
      stockholders) by a vote of at least two-thirds (2/3) of the directors who
      were directors at the beginning of the two-year period shall be deemed to
      have also been a director at the beginning of such period;
    or

            


    

    


    
      	
               
      

            	
              (iv)

            	
              Sale of
      Assets:  The Bank or the Company sells to a third party
      all or substantially all of its
assets.

            


    

    


    Notwithstanding
anything in this Plan to the contrary, in no event shall the reorganization of
the Bank to the full stock holding company form of organization (including the
elimination of the mutual holding company) constitute a “Change in Control” for
purposes of this Plan.

    


    
      	
              (g)

            	
              “Code” means the
      Internal Revenue Code of 1986, as
amended.

            


    

    


    
      	
              (h)

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

            


    

    


    
      	
              (i)

            	
              “Company” means Hometown Bancorp,
      Inc. and any entity which succeeds to the business of Hometown Bancorp,
      Inc.

            


    

    


    
      	
              (j)

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

            


    

    


    
      	
              (k)

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

            


    

    


    
      	
              (l)

            	
              “Compensation” means an
      Employee’s wages as reported on Form W-2 for federal tax purposes and paid
      during the Plan Year by the Employer.  Compensation shall also
      include the amounts of any Employer contributions made pursuant to a
      salary reduction agreement entered into by the Participant and not
      includible in the gross income of the employee under Sections 125, 132(f),
      402(e)(3), 402(h), 403(b), 414(h) or 457 of the
      Code.  Compensation shall exclude severance pay and accrued
      vacation pay received after a Participant separates from the service of
      the Company or an Affiliate.  A Participant’s Compensation shall
      not exceed $230,000 (as periodically adjusted pursuant to Section
      401(a)(17) of the Code).  If the Plan Year for which a
      Participant’s Compensation is measured is less than twelve (12) calendar
      months, then the amount of Compensation taken into account for such Plan
      Year shall be the adjusted amount for such Plan Year, as prescribed by the
      Secretary of the Treasury under Section 401(a)(17) of the Code, multiplied
      by a fraction, the numerator of which is the number of months taken into
      account for such Plan Year and the denominator of which is twelve
      (12).  In

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
               
      

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

            


    

    


    
      	
              (m)

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

            


    

    


    
      	
              (n)

            	
              “Effective Date” means
      January 1, 2007.

            


    

    


    
      	
              (o)

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

            


    

    


    
      	
              (p)

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

            


    

    


    
      	
              (q)

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

            


    

    


    
      	
              (r)

            	
              “Entry Date” means the
      first day of the month following the date the Employee satisfies the
      requirements for participation under Section 3.01 of the
    Plan.

            


    

    


    
      	
              (s)

            	
              “ERISA” means the
      Employee Retirement Income Security Act of 1974, as
    amended.

            


    

    


    
      	
              (t)

            	
              “Exchange Act” means the
      Securities Exchange Act of 1934, as
amended.

            


    

    


    
      	
              (u)

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

            


    

    


    
      	
              (v)

            	
              “Highly Compensated Employee”
      means an Employee who, for a particular Plan Year, satisfies one of
      the following conditions:

            


    

    


    
      	
               
      

            	
              (i)

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

            


    

    


    
      	
               
      

            	
              (ii)

            	
              for
      the preceding year, had “compensation” (as defined in Section 414(q)(4) of
      the Code) from the Bank and its Affiliates exceeding the limit in Section
      414(q)(1) of the Code ($100,000 for Plan Years beginning January 1,
      2007).

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    


    
      	
              (w)

            	
              “Hours of Service”
      means:

            


    

    


    
      	
               
      

            	
              (i)

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

            


    

    


    
      	
               
      

            	
              (ii)

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

            


    

    


    
      	
               
      

            	
              (A)

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

            


    

    


    
      	
               
      

            	
              (B)

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

            


    

    


    
      	
               
      

            	
              (C)

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

            


    

    


    
      	
               
      

            	
              (iii)

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

            


    

    


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

    


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


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


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

    


    
      	
               
      

            	
              (i)

            	
              by
      reason of pregnancy of the
Employee,

            


    

    


    
      	
               
      

            	
              (ii)

            	
              by
      reason of the birth of a child of the
Employee,

            


    

    


    
      	
               
      

            	
              (iii)

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

            


    

    


    
      	
               
      

            	
              (iv)

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

            


    

    


    
      	
              (y)

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

            


    

    


    
      	
              (z)

            	
              “Normal Retirement Age”
      means age 65.

            


    

    


    
      	
              (aa)

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

            


    

    


    
      	
              (bb)

            	
              “One Year Break in
      Service” means a twelve (12) consecutive month period during which
      the Participant does not complete more than 500 Hours of
      Service.

            


    

    


    
      	
              (cc)

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

            


    

    


    
      	
              (dd)

            	
              “Participant” means any
      Eligible Employee who has become a Participant in accordance with Section
      3.01 of the Plan or any other person with an Account balance under the
      Plan.

            


    

    


    
      	
              (ee)

            	
              “Plan” means the Walden
      Federal Savings and Loan Association Employee Stock Ownership Plan, as
      amended from time to time.

            


    

    


    
      	
              (ff)

            	
              “Plan Year” means the
      calendar year.

            


    

    


    
      	
              (gg)

            	
              “Qualified Military
      Service” means any period of duty on a voluntary or involuntary
      basis in the United States Armed Forces, the Army National Guard and Air
      National Guard when engaged in active duty for training, inactive duty for
      training or full-time National Guard duty, the commissioned corps of the
      Public Health Service and any
other

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              category
      of persons designated by the President of the United States in time of war
      or emergency.  Such periods of duty shall include active duty,
      active duty for training, initial active duty for training, inactive duty
      training, full-time National Guard duty and absence from employment for an
      examination to determine fitness for such
duty.

            


    

    


    
      	
              (hh)

            	
              “Recognized Absence”
      means a period for which:

            


    

    


    
      	
               
      

            	
              (i)

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

            


    

    


    
      	
               
      

            	
              (ii)

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

            


    

    


    
      	
               
      

            	
              (iii)

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

            


    

    


    
      	
              (ii)

            	
              “Retirement Date” means
      a Participant’s Normal Retirement
Date.

            


    

    


    
      	
              (jj)

            	
              “Service” means
      employment with the Bank or an
Affiliate.

            


    

    


    
      	
              (kk)

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

            


    

    


    
      	
              (ll)

            	
              “Treasury Regulations”
      mean the regulations promulgated by the Department of the Treasury
      under the Code.

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    (mm)       “Trust” means the Walden
Federal Savings and Loan Association Employee Stock Ownership Plan Trust created
in connection with the establishment of the Plan.

    


    
      	
              (nn)

            	
              “Trust Agreement” means
      the trust agreement establishing the
Trust.

            


    

    


    
      	
              (oo)

            	
              “Trust Fund” means the
      assets held in the Trust for the benefit of Participants and their
      Beneficiaries.

            


    

    


    
      	
              (pp)

            	
              “Trustee” means the
      trustee or trustees from time to time in office under the Trust
      Agreement.

            


    

    


    
      	
              (qq)

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

            


    

    


    
      	
              (rr)

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

            


    

    


    
      	
              (ss)

            	
              “Year of Service” shall
      mean a Plan Year in which an Employee is credited with at least 1,000
      Hours of Service.

            


    

    


    SECTION
3

    Eligibility
and Participation

    


    Section
3.01        Participation.

    


    
      	
              (a)

            	
              All
      Eligible Employees who have attained age 21 and are employed by the
      Employer as of the close of the Company’s minority stock offering (the
      “Offering Date”) shall enter the Plan and become Participants as of the
      Effective Date.

            


    

    


    
      	
              (b)

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

            


    

     

    (i)           The
Eligible Employee is at least 21 years of age; and

    


    
      	
               
      

            	
              (ii)

            	
              has
      completed one Year of Service.

            


    

    


    
      	
              (c)

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

            


    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    Section
3.02        Certain Employees
Ineligible.

    


    The
following Employees are ineligible to participate in the Plan:

    


    
      	
              (a)

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

            


    

    


    
      	
               
      

            	
              (i)

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

            


    

    


    
      	
               
      

            	
              (ii)

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

            


    

    


    
      	
              (b)

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

            


    

    


    
      	
              (c)

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

            


    

    


    
      	
              (d)

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

            


    

    


    Section
3.03        Transfer
to and from Eligible Employment.

    


    
      	
              (a)

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

            


    

    


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

    


    
      	
               
      

            	
              (ii)

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

            


    

    


    
      	
              (b)

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

            


    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    Section
3.04        Participation
after Reemployment.

    


    
      	
              (a)

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

            


    

    


    
      	
              (b)

            	
              If
      an Employee incurs a One Year Break in Service after satisfying the
      eligibility requirements of Section 3.01 of the Plan and again performs an
      Hour of Service, the Employee shall receive credit for Service prior to
      his One Year Break in Service and shall be eligible to participate in the
      Plan immediately upon reemployment, provided the Employee is not excluded
      from participation under the provisions of Section 3.02 of the
      Plan.

            


    

    


    Section
3.05       Participation
Not Guarantee of Employment.

    


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

    


    SECTION
4

    Contributions

    


    Section
4.01        Employer
Contributions.

    


    
      	
              (a)

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

            


    

    


    
      	
              (b)

            	
              Employer
      Contributions for Acquisition Loans. Each Plan Year, the Employers
      shall, subject to any regulatory prohibitions, contribute an amount of
      cash sufficient to enable the Trustee to discharge any indebtedness
      incurred with respect to an Acquisition Loan pursuant to the terms of the
      Acquisition Loan.  The Employers’ obligation to make
      contributions under this Section 4.01(b) shall be reduced to the extent of
      any investment earnings attributable to such contributions, any cash
      dividends paid with respect to Company Stock held by the Trustee in the
      Loan Suspense Account and earnings on said dividends.  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.

            


    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    Section
4.02        Limitations
on Contributions.

    


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

    


    
      	
              (a)

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

            


    

    


    
      	
              (b)

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

            


    

    


    Section
4.03        Acquisition
Loans.

    


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


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    


    Section
4.04       Conditions
as to Contributions.

    


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

    


    Section
4.05        Employee
Contributions.

    


    Employee
contributions are neither required nor permitted under the Plan.

    


    Section
4.06        Rollover
Contributions.

    


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

    


    Section
4.07        Trustee-to-Trustee
Transfers.

    


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

    


    SECTION
5

    Plan
Accounting

    


    Section
5.01        Accounting
for Allocations.

    


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


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    Section
5.02        Maintenance
of Participants’ Company Stock Accounts.

    


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

    


    
      	
              (a)

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

            


    

    


    
      	
              (b)

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

            


    

    


    
      	
              (c)

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

            


    

    


    
      	
              (d)

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

            


    

    


    Section
5.03        Maintenance
of Participants’ Other Investments Accounts.

    


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

    


    
      	
              (a)

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

            


    

    


    
      	
              (b)

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

            


    

    


    
      	
              (c)

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

            


    


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    


    
      	
               
      

            	
              (i)

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

            


    

    


    
      	
               
      

            	
              (ii)

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

            


    

    


    
      	
              (d)

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

            


    

    


    
      	
              (e)

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

            


    

    


    Section
5.04        Allocation
and Crediting of Employer Contributions.

    


    
      	
              (a)

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

            


    

    


    
      	
               
      

            	
              (i)

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

            


    

    


    
      	
               
      

            	
              (ii)

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

            


    

    


    
      	
              (b)

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

            


    

    


    
      	
               
      

            	
              (i)

            	
              are
      employed on the last day of the Plan Year and have completed 1,000 Hours
      of Service during the Plan Year; or

            


    

    


    
      	
               
      

            	
              (ii)

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

            


    


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    


    Section
5.05       Limitations
on Allocations.

    


    
      	
              (a)

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

            


    

    


    
      	
              (b)

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

            


    

    


    Effective
for the limitation years beginning on and after July 1, 2007,
“415 Compensation” shall mean:

    


    (a)          Wages
as defined in Code Section 3401(a) for purposes of income tax withholding at the
source.

    


    (b)           Any
elective deferral as defined in Code Section 402(g)(3) (any Employer
contributions made on behalf of a Participant to the extent not includible in
gross income and any Employer contributions to purchase an annuity contract
under Code Section 403(b) under a salary reduction agreement) and any amount
which is contributed or deferred by the Employer at the election of the
Participant and which is not includible in gross income of the Participant by
reason of Code Section 125 (including any “deemed” Code Section 125
compensation), Code Section 457 or 132(f)(4) shall also be included in the
definition of 415 Compensation.

     

    (c)           415
Compensation shall also include the following types of compensation paid after a
Participant’s Termination of Service with the Employer, provided that amounts
described in paragraph (i) below shall only be included in 415 Compensation to
the extent such amounts are paid by the later of 21⁄2 months after Termination of
Service, or by the end of the limitation year that includes the date of such
Termination of Service.

     

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

    


    
      	
              (d)

            	
              Salary
      Continuation Payments for Qualified Military Service. Effective January 1,
      2009, 415 Compensation  shall include
      payments to an individual who does not currently perform services for the
      Employer by reason of Qualified Military Service (as defined in Code
      Section 414(u)(1)), to the extent that those payments do not exceed the
      amounts the individual would have received if the individual had continued
      to perform services for the Employer rather than entering Qualified
      Military Service.

            


    


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    


    (e)           415
Compensation in excess of $230,000 (as indexed) shall be disregarded for all
Participants.  For purposes of this sub-section, the $230,000 limit
shall be referred to as the “applicable limit” for the Plan Year in
question.  The $230,000 limit shall be adjusted for increases in the
cost of living in accordance with Section 401(a)(17)(B) of the Code, effective
for the Plan Year which begins within the applicable calendar
year.  For purposes of the applicable limit, 415 Compensation
shall be prorated over short Plan Years and only compensation for the portion of
the Plan Year during which the individual was a Participant shall be taken into
account.

    


    
      	
              (c)

            	
              Limitation
      Year.  The “limitation year” (within the meaning of
      Section 415 of the Code) shall be the calendar
  year.

            


    

    


    
      	
              (d)

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

            


    

    


    
      	
              (e)

            	
              Excess
      Allocations.  If, after applying the allocation
      provisions under Section 5.04 of the Plan, allocations under Section 5.04
      of the Plan would otherwise result in a violation of Section 415 of the
      Code, the Committee shall allocate and reallocate Employer contributions
      to other Participants in the Plan for the limitation year or, if such
      allocation and reallocation causes the limitations of Section 415 of the
      Code to be exceeded, shall hold excess amounts in an unallocated suspense
      account for allocation in a subsequent Plan Year in accordance with
      Section 1.415-6(b)(6)(i) of the Treasury Regulations.  Such
      suspense account, if permitted, will be credited before any allocation of
      contributions for subsequent limitation years.  Notwithstanding
      the foregoing, effective for limitation years beginning on and after July
      1, 2007, if allocations and reallocations of Employer contributions to
      Participants in the Plan causes the limitations of Section 415 of the Code
      to be exceeded, such excess amounts shall be corrected in accordance with
      the Employee Plans Compliance Resolution System (EPCRS) set forth in
      Revenue Procedure 2008-50 or any superseding
  guidance.

            


    

    


    
      	
              (f)

            	
              Allocations
      Pursuant to Section 5.08.  For purposes of this Section
      5.05, no amount credited to any Participant’s Account pursuant to Section
      5.08 of the Plan shall be counted as an “annual addition” for purposes of
      Section 415 of the Code.  In the event any amount cannot be
      allocated to Affected Participants (as defined in Section 5.08 of the
      Plan) under the Plan pursuant to Section 5.08 of the Plan in the year of a
      Change in Control, the amount which may not be so allocated in the year of
      the Change in Control shall be treated in accordance with paragraph (e) of
      this Section 5.05.  Notwithstanding the foregoing, “annual
      additions” for purposes of this Plan shall be determined in accordance
      with Treasury Regulation Sections 1.415(c)-1.  Moreover, for
      limitation years beginning on and after July 1, 2007, in the event Company
      Stock is released from the Loan Suspense Account and allocated to a
      Participant’s Account for a particular
Plan

            


    


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              Year,
      the Employer may determine for such year that an annual addition shall be
      calculated on the basis of the fair market value of the Company Stock so
      released and allocated (such fair market value to be based on the value as
      of the last Valuation Date of the Plan Year for which the Stock is
      released) if the annual addition, as so calculated, is lower than the
      annual addition calculated on the basis of the Employer
      contribution.

            


    

    


    
      	
              (g)

            	
              Restorative
      Payments.  For limitation years beginning on and after
      July 1, 2007, annual additions to the Participant’s Account shall not
      include a restorative payment in accordance with Treasury Regulation
      Section 1.415(c)-1(b)(2)(C) that is made to restore losses to the Plan
      resulting from actions by a fiduciary for which there is a reasonable risk
      of liability for breach of fiduciary duty under ERISA or other applicable
      federal and state law.

            


    

    


    Section
5.06        Other
Limitations.

    


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

    


    Section
5.07        Limitations
as to Certain Section 1042 Transactions.

    


    To the
extent that a shareholder of Company Stock sells qualifying Company Stock to the
Plan and elects (with the consent of the Bank) nonrecognition of gain under
Section 1042 of the Code, no portion of the Company Stock purchased in such
nonrecognition transaction (or other dividends or other income attributable
thereto) may accrue or be allocated during the non-allocation 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:

            


    


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


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

    


    
      	
               
      

            	
              (ii)

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

            


    

    


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

    


    Section
5.08        Allocations
Upon Termination Prior to Satisfaction of Acquisition
Loan.

    


    
      	
              (a)

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

            


    

    


    
      	
              (b)

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

            


    

    


    Section
5.09        Dividends.

    


    
      	
              (a)

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

            


    


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    
      	
              (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 Company,
      either:

            


    

    


    
      	
               
      

            	
              (i)

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

            


    

    


    
      	
               
      

            	
              (ii)

            	
              be
      distributed immediately to the
Participants;

            


    

    


    
      	
               
      

            	
              (iii)

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

            


    

    


    
      	
               
      

            	
              (iv)

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

            


    

    


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

    


    
      	
               
      

            	
              (i)

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

            


    

    


    
      	
               
      

            	
              (ii)

            	
              distributed
      in cash to the Participant; or

            


    

    


    
      	
               
      

            	
              (iii)

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

            


    

    


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

    


    
      	
              (c)

            	
              Cash
      Dividends on Unallocated Shares. Dividends on Company Stock held in
      the Loan Suspense Account received by the Trustee in the form of cash
      shall be applied as soon as practicable to payments of principal and
      interest under the Acquisition Loan incurred with the purchase of Company
      Stock.

            


    

    


    
      	
              (d)

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

            


    


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


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

    


    
      	
               
      

            	
              (ii)

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

            


    

    


    SECTION
6

    Vesting
and Forfeitures

    


    Section
6.01        Deferred
Vesting in Accounts.

    


    
      	
              (a)

            	
              A
      Participant shall vest in his Accounts in accordance with the following
      schedule:

            


    

    


    
      
        	
                Years of
      Service

              	
                Vested
      Percentage

              
	 
      	 
      
	
                Less
      than 2 years

              	
                  0%

              
	
                2

              	
                 20%

              
	
                3

              	
                 40%

              
	
                4

              	
                 60%

              
	
                5

              	
                 80%

              
	
                6
      or more years

              	
                100%

              


      

    

    


    
      	
              (b)

            	
              For
      purposes of determining a Participant’s Years of Service under this
      Section 6.01, a Participant must be credited employment with the Bank or
      an Affiliate shall be deemed employment with the Employer.  For
      purposes of determining a Participant’s vested percentage in his Accounts,
      all Years of Service shall be included, beginning with the Employee’s
      initial service with the Employer.

            


    

    


    Section
6.02       Immediate
Vesting in Certain Situations.

    


    
      	
              (a)

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

            


    

    


    
      	
               
      

            	
              (i)

            	
              termination
      of the Plan or upon the permanent and complete discontinuance of
      contributions by the Employer to the Plan; provided, however, that in the
      event of a partial termination of the Plan (which shall be determined by
      the Internal Revenue Service Commissioner based on the facts and
      circumstances of the particular case in accordance with Code Section
      411(d)(3) and the corresponding Treasury Regulations issued thereunder),
      the interest of each Participant shall fully vest only with respect to
      that part of the Plan which is
terminated;

            


    


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    


    
      	
               
      

            	
              (ii)

            	
              Termination
      of Service on or after the Participant’s Normal Retirement
      Date;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              a
      Change in Control; or

            


    

    


    
      	
               
      

            	
              (iv)

            	
              Termination
      of Service by reason of death or
Disability.

            


    

    


    Notwithstanding
the foregoing, Participants who die or suffer a Disability while performing
Qualified Military Service shall be deemed to be fully vested, in accordance
with the HEART Act of 2008.

    


    Section
6.03        Treatment
of Forfeitures.

    


    
      	
              (a)

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

            


    

    


    
      	
               
      

            	
              (i)

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

            


    

    


    
      	
               
      

            	
              (ii)

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

            


    

    


    
      	
              (b)

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

            


    

    


    
      	
              (c)

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

            


    

    


    
      	
              (d)

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

            


    

    


    
      	
              (e)

            	
              Forfeitures
      shall be reallocated among the other Participants in the
    Plan.

            


    

    



    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    


    Section
6.04        Accounting
for Forfeitures.

    


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

    


    Section
6.05        Vesting
Upon Reemployment.

    


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

    


    SECTION
7

    Distributions

    


    Section
7.01        Distribution
of Benefit Upon a Termination of Employment.

    


    
      	
              (a)

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

            


    

    


    
      	
              (b)

            	
              Notwithstanding
      paragraph (a) of this Section 7.01, if the balance credited to a
      Participant’s Accounts is not more than $1,000, the vested portion of the
      Participant’s Accounts shall be paid in a lump sum on or before the
      60th
      day after the end of the Plan Year in which the Participant’s employment
      terminated after allowing a Participant sufficient time within which to
      elect whether to receive the distribution in cash or in a direct rollover
      to an eligible retirement plan (as defined in Section 7.07 of the
      Plan).  If the Participant fails to make the election described
      in the preceding sentence within 180 days of receipt of the election
      materials (or such later time as may be specified therein), the
      Participant will be deemed to have elected to receive the distribution in
      cash.  If the balance credited to a Participant’s Accounts
      exceeds $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 early pay­ment date in
      a written election filed with the Committee.  Such an election
      is not valid unless it is made after the Participant has received the
      required notice under Section 1.411(a)-11(c) of the Treasury Regulations
      that provides a general description of the material features of a lump sum
      distribution and the Participant’s right to defer receipt of his benefits
      under the Plan.  The notice shall be provided no less than 30
      days and no more than 180 days before the
first

            


    


    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              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 180 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
      the foregoing, unless a Participant elects to receive a distribution, the
      Committee shall have the right to transfer accounts of $1,000 or more, but
      not exceeding $5,000, in a direct rollover to an individual retirement
      plan designated by the Plan administrator in accordance with Code Section
      401(a)(31)(B) and the regulations promulgated
  thereunder.

              


      

    

    


    Section
7.02        Minimum
Distribution Requirements.

    


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

    


    
      	
               
      

            	
              (i)

            	
              the
      calendar year following the calendar year in which the Participant attains
      age 70 1/2, or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              the
      calendar year in which the Participant
retires.

            


    

    


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

    


    Section
7.03        Benefits
on a Participant’s Death.

    


    
      	
              (a)

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

            


    


    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    
      	
              (b)

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

            


    

    


    
      	
               
      

            	
              (i)

            	
              acknowledge
      the effect of the election;

            


    

    


    
      	
               
      

            	
              (ii)

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

            


    

    


    
      	
               
      

            	
              (iii)

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

            


    

    


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

    


    
      	
              (c)

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

            


    

    


    Section
7.04        Delay in
Benefit Determination.

    


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

    


    Section
7.05        Options
to Receive and Sell Company Stock.

    


    
      	
              (a)

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

            


    


    
      
         


      

      
        24

        
          

        

      

      
         


      

    


    


    
      	
              (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 Company Stock.  However, the put right shall not
      apply to the extent that the Company Stock, at the time the put right
      would otherwise be exercisable, may be sold on an established market in
      accordance with federal and state securities laws and
      regulations.

            


    

    


    
      	
              (c)

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

            


    

    


    
      	
              (d)

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

            


    

    


    Section
7.06        Restrictions
on Disposition of Company Stock.

    


    Except in
the case of Company Stock which is traded on an established market, a
Participant who receives Company Stock pursuant to this Section 7, and any
person who has received Company Stock from the Plan or from such a Participant
by reason of the Participant’s death or incompetency, divorce or separation from
the Participant, or a rollover distribution described in


    
      
         


      

      
        25

        
          

        

      

      
         


      

    


    Section
402(c) of the Code, shall, prior to any sale or other transfer of the Company
Stock to any other person, first offer the Company Stock to the issuing Employer
and to the Plan at its current fair market value.  This restriction
shall apply to any transfer, whether voluntary, involuntary, or by operation of
law, and whether for consideration or gratuitous.  Either the Employer
or the Trustee may accept the offer within 14 days after it is
delivered.  Any Company Stock distributed by the Plan shall bear a
conspicuous legend describing the right of first refusal under this Section
7.06, as applicable, as well as any other restrictions upon the transfer of the
Company Stock imposed by federal and state securities laws and
regulations.

    


    Section
7.07        Direct
Transfer of Eligible Plan Distributions.

    


    
      	
              (a)

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

            


    

    


    
      	
              (b)

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

            


    

    


    
      	
              (c)

            	
              For
      purposes of this Section 7.07, an “eligible rollover distribution” shall
      have the meaning set forth in Section 402(c)(4) of the Code and any
      Treasury Regulations promulgated thereunder.  To the extent such
      meaning is not inconsistent with the above references, an eligible
      rollover distribution shall mean any distribution of all or any portion of
      the Participant’s Account, except that such term shall not include any
      distribution which is one of a series of substantially equal periodic
      payments (not less frequently than annually) made (i) for the life (or
      life expectancy) of the Participant or the joint lives (or joint life
      expectancies) of the Participant and a designated Beneficiary, or (ii) for
      a period of ten years or more.  Further, the term “eligible
      rollover distribution” shall not include any distribution required to be
      made under Section 401(a)(9) of the Code or, the portion of any
      distribution that is not includible in gross income (determined without
      regard to the exclusions for net unrealized appreciation with respect to
      Company Stock).  Notwithstanding the foregoing, the non-taxable
      portion of the “eligible rollover distribution” can be rolled over to
      another tax-qualified plan or a Code Section 403(b) annuity, as long as
      the rollover is made in a direct trustee-to-trustee transfer, and
      the

            


    


    
      
         


      

      
        26

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              recipient
      tax qualified plan or the Code Section 403(b) annuity provides for
      separate accounting of the amounts transferred and the earnings on such
      amounts.   To the extent applicable under the Plan,
      “eligible rollover distributions” shall also not include any hardship
      distribution described in Section 401(k)(2)(B)(i)(IV) of the
      Code.

            


    

    


    
      	
              (d)

            	
              For
      purposes of this Section 7.07, an “eligible retirement plan” shall have
      the meaning set forth in Section 402(c)(8) of the Code and any Treasury
      Regulations promulgated thereunder.  To the extent such meaning
      is not consistent with the above references, an eligible retirement plan
      shall mean: (i) an individual retirement account described in Section
      408(a) of the Code, (ii) an individual retirement annuity described in
      Section 408(b) of the Code, (iii) an annuity or annuity plan described in
      Section 403(a) or Section 403(b) of the Code, (iv) a qualified trust
      described in Section 401(a) of the Code, (v) a governmental plan under
      Section 457 of the Code that accepts the distributee’s eligible rollover
      distribution; (vi) a deemed individual retirement account described in
      Code Section 408(q); and (vii) a Roth individual retirement account in
      accordance with Code Section 408A(e).  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)

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

            


    

    


    SECTION
8

    Voting
of Company Stock and Tender Offers

    


    Section
8.01        Voting of
Company Stock.

    


    
      	
              (a)

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

            


    

    


    
      	
              (b)

            	
              Allocated
      Shares.  Shares of Company Stock which have been
      allocated to Participants’ Accounts shall be voted by the Trustee in
      accordance with the Participants’ written
  instructions.

            


    

    


    
      	
              (c)

            	
              Uninstructed
      and Unallocated Shares.  Shares of Company Stock which
      have been allocated to Participants’ Accounts but for which no written
      instructions have been received by the Trustee regarding voting shall be
      voted by the Trustee in a manner calculated to most accurately reflect the
      instructions the Trustee has received from Participants regarding voting
      shares of allocated Company Stock.  Shares of unallocated
      Company Stock shall also be voted by the Trustee in a manner calculated to
      most accurately reflect the instructions the Trustee has received from
      Participants regarding voting shares of allocated Company
      Stock.  Notwithstanding the preceding
  two

            


    


    
      
         


      

      
        27

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              sentences,
      all shares of Company Stock which have been allocated to Participants’
      Accounts and for which the Trustee has not timely received written
      instructions regarding voting and all unallocated shares of Company Stock
      must be voted by the Trustee in a manner determined by the Trustee to be
      solely in the best interests of the Participants and
      Beneficiaries.

            


    

    


    
      	
              (d)

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

            


    

    


    
      	
              (e)

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

            


    

    


    Section
8.02        Tender
Offers.

    


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

    


    SECTION
9

    The
Committee and Plan Administration

    


    Section
9.01        Identity
of the Committee.

    


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

    


    Section
9.02        Authority
of Committee.

    


    
      	
              (a)

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

            


    


    
      
         


      

      
        28

        
          

        

      

      
         


      

    


    


    
      
        	
                 
      

              	
                (i)

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

              
	 	 	 


      

    

    
      	
               
      

            	
              (ii)

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

            


    

    


    
      	
               
      

            	
              (iii)

            	
              allocated
      to other parties by operation of
law.

            


    

    


    
      	
              (b)

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

            


    

    


    
      	
              (c)

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

            


    

    


    
      	
              (d)

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

            


    

    


    Section
9.03       Duties of
Committee.

    


    
      	
              (a)

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

            


    

    


    
      	
              (b)

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

            


    

    


    
      	
              (c)

            	
              The
      Committee shall at all times act consistently with the Bank’s long-term
      intention that the Plan, as an employee stock ownership plan, be invested
      primarily in Company Stock.  Subject to the direction of the
      Committee with respect to any Acquisition Loan pursuant to the provisions
      of Section 4.03 of the Plan, and subject to the provisions of Sections
      7.05 and 11.04 of the Plan as to Participants’ rights under certain
      circumstances to have their Accounts invested in Company Stock or in
      assets other than Company Stock, the Committee shall determine, in its
      sole discretion, the extent to which assets of the Trust shall be used to
      repay any Acquisition Loan, to purchase Company Stock, or to invest in
      other assets selected by the Committee or an investment
      manager.  No provision of the Plan relating to the allocation or
      vesting of any interests in Company Stock
or

            


    


    
      
         


      

      
        29

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              investments
      other than Company Stock shall restrict the Committee from changing any
      holdings of the Trust Fund, whether the changes involve an increase or a
      decrease in the Company Stock or other assets credited to Participants’
      Accounts.  In determining the proper extent of the Trust Fund’s
      investment in Company Stock, the Committee shall be authorized to employ
      investment counsel, legal counsel, appraisers, and other agents and to pay
      their reasonable compensation and expenses to the extent such payments are
      not prohibited by law.

            


    

    


    
      	
              (d)

            	
              If
      the valuation of any Company Stock is not established by reported trading
      on a generally recognized public market, then the Committee shall have the
      exclusive authority and responsibility to determine the value of the
      Company Stock for all purposes under the Plan.  Such value shall
      be determined as of each Valuation Date and on any other date as of which
      the Trustee purchases or sells Company Stock in a manner consistent with
      Section 4975 of the Code and the Treasury Regulations issued
      thereunder.  The Committee shall use generally accepted methods
      of valuing stock of similar corporations for purposes of arm’s length
      business and investment transactions, and in this connection the Committee
      shall obtain, and shall be protected in relying upon, the valuation of
      Company Stock as determined by an independent appraiser (as defined in
      Section 401(a)(28)(c) of the Code).

            


    

    


    Section
9.04       Compliance
with ERISA and the Code.

    


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

    


    Section
9.05        Action by
Committee.

    


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

    


    Section
9.06        Execution
of Documents.

    


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

    


    Section
9.07        Adoption
of Rules.

    


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

    


    Section
9.08       Responsibilities
to Participants.

    


    The
Committee shall determine which Employees qualify to participate in the
Plan.  The Committee shall furnish to each Eligible Employee whatever
summary plan descriptions,


    
      
         


      

      
        30

        
          

        

      

      
         


      

    


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

    


    Section
9.09        Alternative
Payees in Event of Incapacity.

    


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

    


    Section
9.10        Indemnification
by Employers.

    


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

    


    Section
9.11        Abstention
by Interested Member.

    


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

    


    Section 9.12      
 Use of
Electronic Media to Provide Notices and Make Elections.

    


    Pursuant
to Treasury Regulation 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. 

     


    
      
         


      

      
        31

        
          

        

      

      
         


      

    


    


     

    SECTION
10

    Rules
Governing Benefit Claims

    


    Section
10.01     Claim for
Benefits.

    


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

    


    Section
10.02     Notification
by Committee.

    


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

    


    
      	
              (a)

            	
              each
      specific reason for the denial;

            


    

    


    
      	
              (b)

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

            


    

    


    
      	
              (c)

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

            


    

    


    
      	
              (d)

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

            


    

    


    Section
10.03     Claims
Review Procedure.

    


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


    
      
         


      

      
        32

        
          

        

      

      
         


      

    


    


    SECTION
11

    The
Trust

    


    Section
11.01      Creation
of Trust Fund.

    


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

    


    Section
11.02      Company
Stock and Other Investments.

    


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

    


    Section
11.03      Acquisition
of Company Stock.

    


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

    


    Section
11.04      Participants’
Option to Diversify.

    


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


    
      
         


      

      
        33

        
          

        

      

      
         


      

    


    shall
comply with any investment directions received from Participants in accordance
with the procedures adopted from time to time by the Committee under this
Section 11.04.

    


    SECTION
12

    Adoption,
Amendment and Termination

    


    Section
12.01     Adoption
of Plan by Other Employers.

    


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

    


    
      	
              (a)

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

            


    

    


    
      	
              (b)

            	
              becoming
      a party to the Trust Agreement establishing the Trust Fund;
      and

            


    

    


    
      	
              (c)

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

            


    

    


    Section
12.02     Adoption
of Plan by Successor.

    


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

    


    Section 12.03      Plan
Adoption Subject to Qualification.

    


    Notwithstanding
any other provision of the Plan, the adoption of the Plan and the execution of
the Trust Agreement are conditioned upon their being determined initially by the
Internal Revenue Service to meet the qualification requirements of Section
401(a) of the Code, so that the Employers may deduct currently for federal
income tax purposes their contributions to the Trust 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


    
      
         


      

      
        34

        
          

        

      

      
         


      

    


    originally
adopted or as amended, each Employer’s contributions to the Trust under this
Plan (including any earnings thereon) shall be returned to it and this Plan
shall be terminated.  In the event that this Plan is amended after its
initial qualification, and the Plan, as amended, is held by the Internal Revenue
Service not to qualify under Section 401(a) of the Code, the amendment may be
modified retroactively to the earliest date permitted by the Code and the
applicable Treasury Regulations in order to secure approval of the amendment
under Section 401(a) of the Code.

    


    Section 12.04      Right to
Amend or Terminate.

    


    
      	
              (a)

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

            


    

    


    
      	
              (b)

            	
              No
      amendment, suspension, supersession, merger, consolidation, or termination
      of the Plan shall reduce any Participant’s or Beneficiary’s proportionate
      interest in the Trust Fund, or shall divert any portion of the Trust Fund
      to purposes other than the exclusive benefit of the Participants and their
      Beneficiaries prior to the satisfaction of all liabilities under the
      Plan.  Except as is required for purposes of compliance with the
      Code or ERISA, neither the provisions of Section 5.04 relating to the
      crediting of contributions, forfeitures and shares of Company Stock
      released from the Loan Suspense Account, nor any other provision of the
      Plan relating to the allocation of benefits to Participants, may be
      amended more frequently than once every six months.  Moreover,
      there shall not be any transfer of assets to a successor plan or merger or
      consolidation with another plan unless, in the event of the termination of
      the successor plan or the surviving plan immediately following such
      transfer, merger, or consolidation, each participant or beneficiary would
      be entitled to a benefit equal to or greater than the benefit he would
      have been entitled to if the plan in which he was previously a participant
      or beneficiary had terminated immediately prior to such transfer, merger,
      or consolidation.  Following a termination of this Plan by the
      Bank, the Trustee shall continue to administer the Trust and pay benefits
      in accordance with the Plan and the Committee’s
    instructions.

            


    

    


    
      	
              (c)

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

            


    

    


    


    SECTION
13

    General
Provisions

    


    Section 13.01     Nonassignability
of Benefits.

    


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

     

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

    


    Section 13.02      Limit of
Employer Liability.

    


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

    


    Section 13.03      Plan
Expenses.

    


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

    


    Section 13.04      Nondiversion
of Assets.

    


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

    


    Section 13.05      Separability
of Provisions.

    


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

    


    Section 13.06     Service
of Process.

    


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

    


    Section 13.07     Governing
Law.

    


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

    



    
      
         


      

      
        36

        
          

        

      

      
         


      

    


    


    Section 13.08     Special
Rules for Persons Subject to Section 16(b)
Requirements.

    


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

    


    Section 13.09      Military
Service.

    


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

    


    Section 13.10      Minimum
Distribution Requirements.

    


    General
Rules

    


    1.1           Precedence.  The
requirements of this Section 13.10 will take precedence over any inconsistent
provisions of the Plan.

    


    1.2           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.

    


    1.3           TEFRA Section 242(b)(2)
Elections.  Notwithstanding the other provisions of this
article, distributions may be made under a designation made before January 1,
1984, in accordance with section 242(b)(2) of the Tax Equity and Fiscal
Responsibility Act (TEFRA) and the provisions of the plan that relate to section
242(b)(2) of TEFRA.

    


    Time
and Manner of Distribution.

    


    1.1           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.

    


    1.2           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 follows:

    


    
      	
               
      

            	
              (a)

            	
              If
      the Participant’s surviving spouse is the Participant’s sole designated
      beneficiary, then, except as provided in the adoption
      agreement,

            


    


    
      
         


      

      
        37

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              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, except as provided in the adoption
      agreement, 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 1.2, other than
      section 1.2(a), will apply as if the surviving spouse were the
      Participant.

            


    

    


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

    


    Required
Minimum Distributions During Participant’s Lifetime.

    


    1.1           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 is the lesser of:

    


    
      	
               
      

            	
              (a)

            	
              the
      quotient obtained by dividing the Participant’s account balance 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;
      or

            


    

    


    1.2           Lifetime Required Minimum
Distributions Continue Through Year of Participant’s Death. Required
minimum distributions will be determined under this section 3 beginning with the
first distribution calendar year and up to and including the distribution
calendar year that includes the Participant’s date of death.


    
      
         


      

      
        38

        
          

        

      

      
         


      

    


    Required
Minimum Distributions After Participant’s Death.

    


    1.1           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 of the Participant or the
      remaining life expectancy of the Participant’s designated beneficiary,
      determined as follows:

            


    

    


    
      	
               
      

            	
              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.

            


    

    


    
      	
               
      

            	
              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’ 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.

            


    

    



    
      
         


      

      
        39

        
          

        

      

      
         


      

    


    


    1.2           Death Before Date Distributions
Begin.

    


    
      	
               
      

            	
              (a)

            	
              Participant
      Survived by Designated Beneficiary.  Except as provided in the
      adoption agreement, 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.

            


    

    


    Definitions.

    


    Designated
beneficiary.  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.

    


    Distribution calendar
year.  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.  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 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.

    


    Life
expectancy.  Life expectancy as computed by use of the Single
Life Table in section 1.401(a)(9)-9 of the Treasury regulations.

    


    Participant’s account
balance.  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


    
      
         


      

      
        40

        
          

        

      

      
         


      

    


    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.

    


    


    SECTION
14

    Top-Heavy
Provisions

    


    Section 14.01     Top-Heavy
Provisions.

    


    
      	
              (a)

            	
              Key
      employee.  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 $130,000 (as adjusted under
      Section 416(i)(1) of the Code for Plan Years beginning after December 31,
      2002), 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.

            


    

    


    
      	
              (b)

            	
              Determination of present values
      and amounts.  This subsection (b) shall apply for
      purposes of determining the present values of accrued benefits and the
      amounts of account balances of Participants as of the distribution
      date.

            


    

    


    
      	
               
      

            	
              (i)

            	
              Distributions during year
      ending on the Determination Date.  The present values of
      accrued benefits and 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.

            


    

    



    
      
         


      

      
        41

        
          

        

      

      
         


      

    


    


    


    Section 14.02      Plan
Modifications Upon Becoming Top-Heavy.

    


    
      	
              (a)

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

            


    

    


    
      	
               
      

            	
              (i)

            	
              three
      percent (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 top-heavy.  If, for any particular year thereafter, the Plan
      is no longer top-heavy, the provisions contained in this Section 14.02
      shall cease to apply, except that any previously vested portion of any
      Account balance shall remain
nonforfeitable.

            


    

    


    
      	
              (c)

            	
              If
      the Employer maintains a qualified plan in addition to this plan and more
      than on such plan is determined to be top-heavy, a minimum contribution or
      a minimum benefit shall be provided in one of such other plans, including
      a plan that consists solely of cash or deferred arrangement which meets
      the requirements of Section 401(k)(12) of the Code and matching
      contributions with respect to which the requirements of Section 401(m)(11)
      of the Code are met.

            


    

     

    


    


    42