<PAGE>










                                     FORM OF

                          CLIFTON SAVINGS BANK, S.L.A.

                          EMPLOYEE STOCK OWNERSHIP PLAN

                                EFFECTIVE [DATE]


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

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



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




                                            By:
----------------------------                    --------------------------------
                                                John A. Celentano, Jr.
                                                Chairman of the Board


                                            Date:
                                                 -------------------------------

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

                                TABLE OF CONTENTS


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

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

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

Section 4 - Contributions.....................................................13

Section 5 - Plan Accounting...................................................16

Section 6 - Vesting and Forfeitures...........................................23

Section 7 - Distributions.....................................................26

Section 8 - Voting of Company Stock and Tender Offers.........................31

Section 9 - The Committee and Plan Administration.............................32

Section 10 - Rules Governing Benefit Claims ..................................36

Section 11 - The Trust........................................................38

Section 12 - Adoption, Amendment and Termination..............................40

Section 13 - General Provisions...............................................42

Section 14 - Top-Heavy Provisions.............................................44


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

                                    SECTION 1
                                  INTRODUCTION

SECTION 1.01  NATURE OF THE PLAN.

Effective as of [date], (the "Effective Date"), Clifton Savings Bank, S.L.A.
(the "Bank") hereby establishes the Clifton Savings Bank, S.L.A. Employee Stock
Ownership Plan (the "Plan") to enable Eligible Employees (as defined in Section
2.01(p) of the Plan) to acquire stock ownership interests in Clifton Savings
Bancorp, Inc. (the "Company"), the holding company of the Bank. The Bank intends
this Plan to be a tax-qualified stock bonus plan under Section 401(a) of the
Internal Revenue Code of 1986, as amended (the "Code") and an employee stock
ownership plan within the meaning of Section 407(d)(6) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") and Sections 409
and 4975(e)(7) of the Code. The Plan is designed to invest primarily in the
common stock of the Company, which stock constitutes "qualifying employer
securities" within the meaning of Section 407(d)(5) of ERISA and Sections 409(l)
and 4975(e)(8) of the Code. Accordingly, the Plan and Trust Agreement (as
defined in Section 2.01(nn) of the Plan) shall be interpreted and applied in a
manner consistent with the Bank's intent for it to be a tax-qualified plan
designed to invest primarily in qualifying employer securities.

The Plan reflects certain provisions of the Economic Growth and Tax Relief
Reconciliation Act of 2001 (EGTRRA). The provisions related to EGTRRA are
intended as good faith compliance with EGTRRA and the guidance issued
thereunder. To the extent any provision of the Plan was operated according to an
effective date earlier than as required by law, then such date shall be the
effective date with respect to that provision of the Plan.

SECTION 1.02  EMPLOYERS AND AFFILIATES.

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



                                       1

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                                    SECTION 2
                                   DEFINITIONS

SECTION 2.01  DEFINITIONS.

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

(a)  "ACCOUNT" or "ACCOUNTS" mean a Participant's or Beneficiary's Company Stock
     Account and/or his Other Investments Account, as the context so requires.

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

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

(d)  "BANK" means Clifton Savings Bank, S.L.A., and any entity that succeeds to
     the business of Clifton Savings Bank, S.L.A. and adopts this Plan in
     accordance with the provisions of Section 12.02 of the Plan, or by written
     agreement assumes the obligations of the Plan.

(e)  "BENEFICIARY" means the person(s) entitled to receive benefits under the
     Plan following a Participant's death, pursuant to Section 7.03 of the Plan.

(f)  "CHANGE IN CONTROL" means any one of the following events occurs [confirm]:

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

     (ii)  ACQUISITION OF SIGNIFICANT SHARE OWNERSHIP: The Company files, or is
           required to file, a report on Schedule 13D or another form or
           schedule (other than Schedule

                                       2
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           13G) required under Sections 13(d) or 14(d) of the Securities
           Exchange Act of 1934, if the schedule discloses that the filing
           person or persons acting in concert has or have become the beneficial
           owner of 25% or more of a class of the Company's voting securities,
           but this clause (b) shall not apply to beneficial ownership of
           Company voting shares held in a fiduciary capacity by an entity of
           which the Company directly or indirectly beneficially owns 50% or
           more of its outstanding voting securities.

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

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

(g)  "CODE" means the Internal Revenue Code of 1986, as amended.

(h)  "COMMITTEE" means the individual(s) responsible for the administration of
     the Plan in accordance with Section 9 of the Plan.

(i)  "COMPANY" means Clifton Savings Bancorp, Inc. and any entity which succeeds
     to the business of Clifton Savings Bancorp, Inc.

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

(k)  "COMPANY STOCK ACCOUNT" means the account established and maintained in the
     name of each Participant or Beneficiary to reflect his share of the Trust
     Fund invested in Company Stock.

(l)  "COMPENSATION" means:

     (i)  an Employee's wages, salary, fees and other amounts defined as
          compensation in Section 415(c)(3) of the Code and Section
          1.415-2(d)(2) and (3) of the Treasury Regulations, received for
          personal services actually rendered in the course of employment with
          an Employer for the calendar year. Commission shall include
          commissions, overtime, bonuses, wage continuation payments to an
          Employee absent due to illness or disability of a short-term nature,
          and the amounts of any

                                       3
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          Employer contributions made pursuant to a salary reduction agreement
          entered into by the Participant and not includible in the gross income
          of the employee under Sections 125, 132(f), and 402(e)(3) of the Code.
          Compensation shall further include deemed Section 125 compensation,
          amounts paid or reimbursed by the Employer for Employee moving
          expenses (to the extent not deductible by the Employee), and the value
          of any non-qualified stock option granted to an Employee by the
          Employer (to the extent includible in gross income in the year
          granted).

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

     A Participant's Compensation shall not exceed $200,000 (as periodically
     adjusted pursuant to Section 401(a)(17) of the Code). If the Plan Year for
     which a Participant's Compensation is measured is less than twelve (12)
     calendar months, then the amount of Compensation taken into account for
     such Plan Year shall be the adjusted amount for such Plan Year, as
     prescribed by the Secretary of the Treasury under Section 401(a)(17) of the
     Code, multiplied by a fraction, the numerator of which is the number of
     months taken into account for such Plan Year and the denominator of which
     is twelve (12). In determining the dollar limitation hereunder,
     Compensation received from an Affiliate shall be recognized as
     Compensation.

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

(n)  "EFFECTIVE DATE" means [date].

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

(p)  "ELIGIBLE EMPLOYEE" means any Employee who is not precluded from
     participating in the Plan by reason of the provisions of Section 3.02 of
     the Plan.

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

(r)  "EMPLOYER" or "EMPLOYERS" means the Bank and any of its Affiliates that
     adopt the Plan in accordance with the provisions of Section 12.01 of the
     Plan, and any entity which succeeds to the business of the Bank or its
     Affiliates and which adopts the Plan in accordance with the provisions of
     Section 12.02 of the Plan, or by written agreement assumes the obligations
     under the Plan.

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

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

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

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

(w)  "HIGHLY COMPENSATED EMPLOYEE" means an Employee who, for a particular Plan
     Year, satisfies one of the following conditions:

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

     (ii) for the preceding year, had "compensation" (as defined in Section
          414(q)(4) of the Code) from the Bank and its Affiliates exceeding
          $90,000 (as periodically adjusted pursuant to Section 414(q)(1) of the
          Code).

(x)  "HOURS OF SERVICE" means:

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

     (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.

                                       5
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          Notwithstanding the preceding sentence, no credit shall be given to
          the Employee for:

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

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

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

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

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

For purposes of determining whether an Employee has incurred a One Year Break in
Service and for vesting and participation purposes, if an Employee begins a
maternity/paternity leave of absence described in Section 411(a)(6)(E)(i) of the
Code, his Hours of Service shall include the Hours of Service that would have
been credited to him if he had not been so absent (or 45 Hours of Service for
each week of such absence if the actual Hours of Service cannot be determined).
An Employee shall be credited for such Hours of Service (up to a maximum of 501
Hours of 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,

                                       6
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     (ii)  by reason of a birth of a child of the Employee,

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

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

(y)  "LOAN SUSPENSE ACCOUNT" means that portion of the Trust Fund consisting of
     Company Stock acquired with an Acquisition Loan which has not yet been
     allocated to the Participants' Accounts.

(z)  "NORMAL RETIREMENT AGE" means age 65.

(aa) "NORMAL RETIREMENT DATE" means the first day of the month coincident with
     or next following the Participant's attainment of Normal Retirement Age.

(bb) "ONE YEAR BREAK IN SERVICE" means a twelve (12) consecutive month period
     during which the Participant does not complete more than 500 Hours of
     Service.

(cc) "OTHER INVESTMENTS ACCOUNT" means the account established and maintained in
     the name of each Participant or Beneficiary to reflect his share of the
     Trust Fund, other than Company Stock.

(dd) "PARTICIPANT" means any Eligible Employee who has become a Participant in
     accordance with Section 3.01 of the Plan or any other person with an
     Account balance under the Plan.

(ee) "PLAN" means this Clifton Savings Bank, S.L.A. Employee Stock Ownership
     Plan, as amended from time to time.

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

(gg) "POSTPONED RETIREMENT DATE" means the first day of the month coincident
     with or next following a Participant's date of actual retirement which
     occurs after his Normal Retirement Date.

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

     (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

                                       7
<PAGE>

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

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

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

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

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

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

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

(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.

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

(qq) "VALUATION DATE" means the last day of the Plan Year and each other date as
     of which the Committee shall determine the investment experience of the
     Trust Fund and adjust Participants' Accounts accordingly.

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

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


















                                       9
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                                    SECTION 3
                          ELIGIBILITY AND PARTICIPATION

SECTION 3.01   PARTICIPATION.

(a)  All Eligible Employees who are employed by an Employer on the date the
     Company first issues common stock pursuant to its initial public offering
     (the "Conversion Date") shall enter the Plan and become Participants on the
     earlier of the Effective Date or the date on which the Eligible Employee
     first performs an Hour of Service for an Employer.

(b)  An Eligible Employee who is employed by an Employer after the Conversion
     Date shall become a Participant in the Plan upon satisfying the following
     requirements:

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

     (ii) The Eligible Employee has completed one Year of Service during an
          Eligibility Computation Period.

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

SECTION 3.02   CERTAIN EMPLOYEES INELIGIBLE.

The following Employees are ineligible to participate in the Plan:

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

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

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

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

(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

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<PAGE>

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

SECTION 3.03   TRANSFER TO AND FROM ELIGIBLE EMPLOYMENT.

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

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

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

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

SECTION 3.04   PARTICIPATION AFTER REEMPLOYMENT.

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

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

SECTION 3.05   PARTICIPATION NOT GUARANTEE OF EMPLOYMENT.

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

                                       11
<PAGE>

                                    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 to the Trustee to discharge any indebtedness incurred
     with respect to an Acquisition Loan pursuant to the terms of the
     Acquisition Loan. The Employers' obligation to make contributions under
     this Section 4.01(b) shall be reduced to the extent of any investment
     earnings attributable to such contributions and any cash dividends paid
     with respect to Company Stock held by the Trustee in the Loan Suspense
     Account. If there is more than one Acquisition Loan, the Employers shall
     designate the one to which any contribution pursuant to this Section
     4.01(b) is to be applied.

SECTION 4.02   LIMITATIONS ON CONTRIBUTIONS.

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

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

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




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SECTION 4.03   ACQUISITION LOANS.

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

SECTION 4.04.  CONDITIONS AS TO CONTRIBUTIONS.

In addition to the provisions of Section 12.03 of the Plan for the return of an
Employer's contributions in connection with a failure of the Plan to qualify
initially under the Code, any amount contributed by an Employer due to a good
faith mistake of fact, or based upon a good faith but erroneous determination of
its deductibility under Section 404 of the Code, shall be returned to the
Employer within one year after the date on which the Employer originally made
such contribution, or within one year after its nondeductibility has been
finally determined.

                                       13
<PAGE>

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's Accounts is not less that it would have been if
the contribution had never been made by the Employer.

SECTION 4.05   EMPLOYEE CONTRIBUTIONS.

Employee contributions are neither required nor permitted under the Plan.

SECTION 4.06   ROLLOVER CONTRIBUTIONS.

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

SECTION 4.07   TRUSTEE-TO-TRUSTEE TRANSFERS.

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





















                                       14
<PAGE>

                                    SECTION 5
                                 PLAN ACCOUNTING

SECTION 5.01   ACCOUNTING FOR ALLOCATIONS.

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

SECTION 5.02   MAINTENANCE OF PARTICIPANTS' COMPANY STOCK ACCOUNTS.

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

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

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

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

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


                                       15
<PAGE>

SECTION 5.03   MAINTENANCE OF PARTICIPANTS' OTHER INVESTMENTS ACCOUNTS.

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

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

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

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

     (i)  Other Investments Accounts will be allocated to Participants' Other
          Investments Accounts, pro rata, based on such Other Investments
          Account balances as of the first day of the Valuation Period, and

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

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

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

                                       16
<PAGE>

SECTION 5.04   ALLOCATION AND CREDITING OF EMPLOYER CONTRIBUTIONS.

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

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

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

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

     (i)  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 or Postponed Retirement
          Date.

SECTION 5.05   LIMITATIONS ON ALLOCATIONS.

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

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

(c)  LIMITATION YEAR. The "limitation year" (within the meaning of Section 415
     of the Code) shall be the calendar year.

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

                                       17
<PAGE>

(e)  EXCESS ALLOCATIONS. If, after applying the allocation provisions under
     Section 5.04 of the Plan, allocations under Section 5.04 of the Plan would
     otherwise result in a violation of Section 415 of the Code, the Committee
     shall allocate and reallocate employer contributions to other Participants
     in the Plan for the limitation year or, if such allocation and reallocation
     causes the limitations of Section 415 of the Code to be exceeded, shall
     hold excess amounts in an unallocated suspense account for allocation in a
     subsequent Plan Year in accordance with Section 1.415-6(b)(6)(i) of the
     Treasury Regulations. Such suspense account, if permitted, will be credited
     before any allocation of contributions for subsequent limitation years.

(f)  ALLOCATIONS PURSUANT TO SECTION 5.08. For purposes of this Section 5.05, no
     amount credited to any Participant's Account pursuant to Section 5.08 of
     the Plan shall be counted as an "annual addition" for purposes of Section
     415 of the Code. In the event any amount cannot be allocated to Affected
     Participants (as defined in Section 5.08 of the Plan) under the Plan
     pursuant to Section 5.08 of the Plan in the year of a Change in Control,
     the amount which may not be so allocated in the year of the Change in
     Control shall be treated in accordance with paragraph (e) of this Section
     5.05.

SECTION 5.06   OTHER LIMITATIONS.

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

SECTION 5.07   LIMITATIONS AS TO CERTAIN SECTION 1042 TRANSACTIONS.

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

                                       18
<PAGE>

(a)  the selling shareholder;

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

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

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

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

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

SECTION 5.08   ALLOCATIONS UPON TERMINATION PRIOR TO SATISFACTION OF ACQUISITION
               LOAN.

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

(b)  In the event of a termination of the Plan in connection with a Change in
     Control, this Section 5.08 shall have no force and effect unless the price
     paid for the Company Stock in connection with a Change in Control is
     greater than the average basis of the

                                       19
<PAGE>

     unallocated Company Stock held in the Loan Suspense Account as of the date
     of the Change in Control.

SECTION 5.09   DIVIDENDS.

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

(b)  CASH DIVIDENDS ON ALLOCATED SHARES. Dividends on Company Stock credited to
     Participants' Accounts which are received by the Trustee in the form of
     cash shall, at the direction of the Bank, either:

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

     (ii)  be distributed immediately to the Participants;

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

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

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

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

     (ii)  distributed in cash to the Participant; or

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

Dividends subject to an election under this paragraph (and any Company Stock
acquired therewith pursuant to a Participant's election) shall at all times be
fully vested. To the extent the Committee authorizes elections pursuant to this
paragraph, the Committee shall establish policies and procedures relating to
Participant elections and, if applicable, the reinvestment of cash

                                       20
<PAGE>

dividends in Company Stock, which are consistent with guidance issued under
Section 404(k) of the Code.

(c)  CASH DIVIDENDS ON UNALLOCATED SHARES. Dividends on Company Stock held in
     the Loan Suspense Account which are received by the Trustee in the form of
     cash shall be applied as soon as practicable to payments of principal and
     interest under the Acquisition Loan incurred with the purchase of Company
     Stock.

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

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

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













                                       21
<PAGE>

                                    SECTION 6
                             VESTING AND FORFEITURES

SECTION 6.01   DEFERRED VESTING IN ACCOUNTS.

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

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

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

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

SECTION 6.02   IMMEDIATE VESTING IN CERTAIN SITUATIONS.

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

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

     (ii)  Termination of Service on or after the Participant's Normal or
           Postponed Retirement Date;

     (iii) a Change in Control; or

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


                                       22
<PAGE>

SECTION 6.03   TREATMENT OF FORFEITURES.

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

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

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

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

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

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

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

SECTION 6.04   ACCOUNTING FOR FORFEITURES.

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

                                       23
<PAGE>

SECTION 6.05   VESTING UPON REEMPLOYMENT.

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






















                                       24
<PAGE>

                                    SECTION 7
                                  DISTRIBUTIONS

SECTION 7.01   DISTRIBUTION OF BENEFIT UPON A TERMINATION OF EMPLOYMENT.

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

(b)  Notwithstanding paragraph (a) of this Section 7.01, if the balance credited
     to a Participant's Accounts exceeds, at the time such benefit was
     distributable, $5,000, his benefits shall not be paid before the latest of
     his 65th birthday or the tenth anniversary of the year in which he
     commenced participation in the Plan, unless he elects an early payment date
     in a written election filed with the Committee. Such an election is not
     valid unless it is made after the Participant has received the required
     notice under Section 1.411(a)-11(c) of the Treasury Regulations that
     provides a general description of the material features of a lump sum
     distribution and the Participant's right to defer receipt of his benefits
     under the Plan. The notice shall be provided no less than 30 days and no
     more than 90 days before the first day on which all events have occurred
     which entitle the Participant to such benefit. Written consent of the
     Participant to the distribution generally may not be made within 30 days of
     the date the Participant receives the notice and shall not be made more
     than 90 days from the date the Participant receives the notice. However, a
     distribution may be made less than 30 days after the notice provided under
     Section 1.411(a)-11(c) of the Treasury Regulations is given, if:

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

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

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

SECTION 7.02   MINIMUM DISTRIBUTION REQUIREMENTS.

With respect to all Participants, other than those who are "5% owners" (as
defined in Section 416 of the Code), benefits shall be paid no later than the
April 1st of the later of:

                                       25
<PAGE>

     (i)  the calendar year following the calendar year in which the Participant
          attains age 70-1/2, or

     (ii) the calendar year in which the Participant retires.

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

SECTION 7.03   BENEFITS ON A PARTICIPANT'S DEATH.

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

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

     (i)   acknowledge the effect of the election;

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

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

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

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

                                       26
<PAGE>

     reasonable reliance upon information obtained from a Participant as to the
     Participant's marital status.

SECTION 7.04   DELAY IN BENEFIT DETERMINATION.

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

SECTION 7.05   OPTIONS TO RECEIVE AND SELL STOCK.

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

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

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

                                       27
<PAGE>

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

SECTION 7.06   RESTRICTIONS ON DISPOSITION OF STOCK.

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

SECTION 7.07   DIRECT TRANSFER OF ELIGIBLE PLAN DISTRIBUTIONS.

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

                                       28
<PAGE>

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

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

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






                                       29
<PAGE>

                                    SECTION 8
                    VOTING OF COMPANY STOCK AND TENDER OFFERS

SECTION 8.01   VOTING OF COMPANY STOCK.

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

(b)  ALLOCATED SHARES. Shares of Company Stock which have been allocated to
     Participants' Accounts shall be voted by the Trustee in accordance with the
     Participants' written instructions.

(c)  UNINSTRUCTED AND UNALLOCATED SHARES. Shares of Company Stock which have
     been allocated to Participants' Accounts but for which no written
     instructions have been received by the Trustee regarding voting shall be
     voted by the Trustee in a manner calculated to most accurately reflect the
     instructions the Trustee has received from Participants regarding voting
     shares of allocated Company Stock. Shares of unallocated Company Stock
     shall also be voted by the Trustee in a manner calculated to most
     accurately reflect the instructions the Trustee has received from
     Participants regarding voting shares of allocated Company Stock.
     Notwithstanding the preceding two sentences, all shares of Company Stock
     which have been allocated to Participants' Accounts and for which the
     Trustee has not timely received written instructions regarding voting and
     all unallocated shares of Company Stock must be voted by the Trustee in a
     manner determined by the Trustee to be solely in the best interests of the
     Participants and Beneficiaries.

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

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

SECTION 8.02   TENDER OFFERS.

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

                                       30
<PAGE>

                                    SECTION 9
                      THE COMMITTEE AND PLAN ADMINISTRATION

SECTION 9.01   IDENTITY OF THE COMMITTEE.

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

SECTION 9.02   AUTHORITY OF COMMITTEE.

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

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

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

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

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

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

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


                                       31
<PAGE>

SECTION 9.03   DUTIES OF COMMITTEE.

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

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

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

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

                                       32
<PAGE>

     valuation of Company Stock as determined by an independent appraiser (as
     defined in Section 401(a)(28)(c) of the Code).

SECTION 9.04   COMPLIANCE WITH ERISA AND THE CODE.

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

SECTION 9.05   ACTION BY COMMITTEE.

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

SECTION 9.06   EXECUTION OF DOCUMENTS.

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

SECTION 9.07   ADOPTION OF RULES.

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

SECTION 9.08   RESPONSIBILITIES TO PARTICIPANTS.

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

SECTION 9.09   ALTERNATIVE PAYEES IN EVENT OF INCAPACITY.

If the Committee finds at any time that an individual qualifying for benefits
under this Plan is a minor or is incompetent, the Committee may direct the
benefits to be paid, in the case of a minor, to his parents, his legal guardian,
a custodian for him under the Uniform Transfers to Minors

                                       33
<PAGE>

Act, or the person having actual custody of him, or, in the case of an
incompetent, to his spouse, his legal guardian, or the person having actual
custody of him. The Committee and the Trustee shall not be obligated to inquire
as to the actual use of the funds by the person receiving them under this
Section 9.09, and any such payment shall completely discharge the obligations of
the Plan, the Trustee, the Committee, and the Employers to the extent of the
payment.

SECTION 9.10   INDEMNIFICATION BY EMPLOYERS.

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

SECTION 9.11   ABSTENTION BY INTERESTED MEMBER.

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







                                       34
<PAGE>

                                   SECTION 10
                         RULES GOVERNING BENEFIT CLAIMS

SECTION 10.01  CLAIM FOR BENEFITS.

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

SECTION 10.02  NOTIFICATION BY COMMITTEE.

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

(a)  each specific reason for the denial;

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

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

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

SECTION 10.03  CLAIMS REVIEW PROCEDURE.

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

                                       35
<PAGE>

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.

























                                       36
<PAGE>

                                   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
Clifton Savings Bank, S.L.A. 401(k) Savings Plan in order to satisfy this
Section 11.04, provided such investments comply with

                                       37
<PAGE>

Section 401(a)(28)(B) of the Code and such transfer is not otherwise prohibited
under the Code or ERISA. The Trustee shall comply with any investment directions
received from Participants in accordance with the procedures adopted from time
to time by the Committee under this Section 11.04.

























                                       38
<PAGE>

                                   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 originally adopted or as amended, each Employer's contributions
to the Trust under this Plan

                                       39
<PAGE>

(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, 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.






                                       40
<PAGE>

                                   SECTION 13
                               GENERAL PROVISIONS

SECTION 13.01  NONASSIGNABILITY OF BENEFITS.

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

SECTION 13.02  LIMIT OF EMPLOYER LIABILITY.

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

SECTION 13.03  PLAN EXPENSES.

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

SECTION 13.04  NONDIVERSION OF ASSETS.

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

SECTION 13.05  SEPARABILITY OF PROVISIONS.

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

SECTION 13.06  SERVICE OF PROCESS.

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

                                       41
<PAGE>

SECTION 13.07  GOVERNING LAW.

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

SECTION 13.08  SPECIAL RULES FOR PERSONS SUBJECT TO SECTION 16(B) REQUIREMENTS.


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

SECTION 13.09  MILITARY SERVICE.

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













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                                   SECTION 14
                              TOP-HEAVY PROVISIONS

SECTION 14.01  TOP-HEAVY PROVISIONS.

If, as of the last day of the first Plan Year, or thereafter, if as of the day
next preceding the beginning of any Plan Year (the "Determination Date"), the
Plan is a "top-heavy plan" (determined in accordance with the provisions of
Section 416(g) of the Code); that is, the aggregate present value of the accrued
benefits and account balances of all "Key Employees" (within the meaning of
Section 416(i) of the Code, and for this purpose using the definition of
Compensation, as modified under Section 5.05(b) of the Plan) and their
Beneficiaries, exceeds sixty percent (60%) of the aggregate present value of the
accrued benefits and account balances of all employees and their beneficiaries,
the provision specified in this Section 14 will automatically become effective
as of the first day of the Plan Year. This calculation shall be made in
accordance with Section 416(g) of the Code, taking into consideration plans
which are considered part of the Aggregation Group. The term "Aggregation Group"
shall include each plan of the Bank or any of its Affiliates that includes a Key
Employee and each plan of the Bank or any of its Affiliates that allows the Plan
to meet the requirements of Section 401(a)(4) of the Code or Section 410 of the
Code and may include any other plan of the Bank or any of its Affiliates, if the
Aggregation Group would continue to meet the requirements of Sections 401(a)(4)
and 410 of the Code.

SECTION 14.02  PLAN MODIFICATIONS UPON BECOMING TOP-HEAVY.

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

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

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

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

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

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
























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