Exhibit 10.1


AUBURN SAVINGS BANK, FSB


EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST


Effective: January 1, 2008






AUBURN SAVINGS BANK, FSB

EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Page


	
 

	
 

	
 

	



	
 

	
 

	
 

	
 


	
I. INTRODUCTION

	
 

	
1


	
 

	
 

	
 


	
1.1

	
PLAN NAME

	
 

	
1


	
1.2

	
EFFECTIVE DATE

	
 

	
1


	
1.3

	
PURPOSE OF PLAN

	
 

	
1


	
 

	
 

	
 

	
 


	
II. ELIGIBILITY

	
 

	
1


	
 

	
 

	
 

	
 


	
2.1

	
INITIAL ELIGIBILITY

	
 

	
1


	
2.2

	
BREAK IN SERVICE

	
 

	
1


	
 

	
 

	
 

	
 


	
III. CONTRIBUTIONS

	
 

	
2


	
 

	
 

	
 

	
 


	
3.1

	
CONTRIBUTION AMOUNTS

	
 

	
2


	
3.2

	
FORM OF CONTRIBUTIONS

	
 

	
2


	
3.3

	
MINIMUM CONTRIBUTIONS

	
 

	
2


	
 

	
 

	
 

	
 


	
IV. INVESTMENT OF TRUST ASSETS

	
 

	
2


	
 

	
 

	
 

	
 


	
4.1

	
PURCHASE OF EMPLOYER STOCK

	
 

	
2


	
4.2

	
PURCHASE PRICE OF EMPLOYER STOCK

	
 

	
3


	
4.3

	
DIVERSIFICATION OF INVESTMENTS

	
 

	
3


	
4.4

	
BORROWING TO ACQUIRE EMPLOYER STOCK

	
 

	
4


	
4.5

	
RELEASE OF SHARES

	
 

	
5


	
 

	
 

	
 

	
 


	
V. ACCOUNTING

	
 

	
5


	
 

	
 

	
 

	
 


	
5.1

	
ACCOUNTING FOR TRUST ASSETS

	
 

	
5


	
5.2

	
TREATMENT OF ENCUMBERED SHARES

	
 

	
6


	
5.3

	
SEPARATE RECORDS OF PARTICIPANTS

	
 

	
6


	
5.4

	
ALLOCATION AMONG PARTICIPANT ACCOUNTS

	
 

	
6


	
5.5

	
ANNUAL REPORT TO PARTICIPANTS

	
 

	
7


	
5.6

	
VOTING

	
 

	
7


	
5.7

	
LIST OF PARTICIPANTS

	
 

	
8


	
5.8

	
MAXIMUM ANNUAL ADDITIONS

	
 

	
8


	
5.9

	
ADJUSTMENT FOR EXCESSIVE ADDITIONS

	
 

	
11


	
 

	
 

	
 

	
 


	
VI. VESTING

	
 

	
11


	
 

	
 

	
 


	
6.1

	
VESTING

	
 

	
11


	
6.2

	
FORFEITURES

	
 

	
12


	
6.3

	
NORMAL RETIREMENT AGE, ETC

	
 

	
13


	
 

	
 

	
 

	
 


	
VII. DISTRIBUTIONS

	
 

	
13


	
 

	
 

	
 

	
 


	
7.1

	
FORM OF DISTRIBUTION

	
 

	
13


	
7.2

	
TIMING OF DISTRIBUTION OF BENEFITS

	
 

	
14


	
7.3

	
DEATH BENEFITS; DESIGNATION OF BENEFICIARY

	
 

	
15


	
7.4

	
BANK CERTIFICATION

	
 

	
16





i






Table of Contents
(continued)


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Page


	
 

	
 

	
 

	



	
 


	
7.5

	
MINIMUM DISTRIBUTION REQUIREMENTS

	
 

	
16


	
7.6

	
TIME AND MANNER OF MINIMUM REQUIRED DISTRIBUTIONS

	
 

	
16


	
7.7

	
REQUIRED MINIMUM DISTRIBUTIONS DURING PARTICIPANT’S LIFETIME

	
 

	
17


	
7.8

	
REQUIRED MINIMUM DISTRIBUTIONS AFTER PARTICIPANT’S DEATH

	
 

	
17


	
7.9

	
DEFINITIONS

	
 

	
19


	
7.10

	
DISTRIBUTION FOR MINOR BENEFICIARY

	
 

	
20


	
7.11

	
LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

	
 

	
20


	
7.12

	
LIMITATIONS ON BENEFITS AND DISTRIBUTIONS

	
 

	
20


	
7.13

	
DIRECT ROLLOVERS

	
 

	
20


	
 

	
 

	
 

	
 


	
VIII. TRUST AND TRUSTEES

	
 

	
21


	
 

	
 

	
 

	
 


	
8.1

	
TRUST AND TRUSTEE

	
 

	
21


	
8.2

	
GENERAL POWERS

	
 

	
21


	
8.3

	
RESPONSIBILITY OF TRUSTEE

	
 

	
24


	
8.4

	
COMPENSATION AND EXPENSES

	
 

	
24


	
8.5

	
CONTINUATION OF POWERS UPON TRUST TERMINATION

	
 

	
24


	
8.6

	
RESIGNATION

	
 

	
24


	
8.7

	
REMOVAL OF THE TRUSTEE

	
 

	
24


	
8.8

	
DUTIES OF RESIGNING OR REMOVED TRUSTEE AND OF SUCCESSOR TRUSTEE

	
 

	
24


	
8.9

	
FILLING TRUSTEE VACANCY

	
 

	
25


	
8.10

	
DISAGREEMENT AS TO ACTS

	
 

	
25


	
8.11

	
PERSONS DEALING WITH TRUSTEE

	
 

	
25


	
8.12

	
MULTIPLE TRUSTEES

	
 

	
25


	
8.13

	
DEALINGS WITH THE ADMINISTRATIVE COMMITTEE

	
 

	
25


	
 

	
 

	
 

	
 


	
IX. DIVIDENDS

	
 

	
26


	
 

	
 

	
 

	
 


	
9.1

	
PAYMENT OF DIVIDENDS

	
 

	
26


	
9.2

	
ALLOCATION OF DIVIDENDS

	
 

	
26


	
 

	
 

	
 

	
 


	
X. PUT OPTIONS

	
 

	
26


	
 

	
 

	
 

	
 


	
10.1

	
APPLICATION

	
 

	
26


	
10.2

	
PUT OPTION

	
 

	
26


	
 

	
 

	
 

	
 


	
XI. RIGHT OF FIRST REFUSAL

	
 

	
27


	
 

	
 

	
 


	
11.1

	
APPLICATION

	
 

	
27


	
11.2

	
RIGHT OF FIRST REFUSAL

	
 

	
28


	
11.3

	
ENDORSEMENT OF CERTIFICATES

	
 

	
28


	
 

	
 

	
 

	
 


	
XII. ADMINISTRATIVE COMMITTEE

	
 

	
29


	
 

	
 

	
 

	
 


	
12.1

	
STATUS

	
 

	
29


	
12.2

	
POWERS

	
 

	
29


	
12.3

	
DUTIES

	
 

	
30





ii






Table of Contents
(continued)


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Page


	
 

	
 

	
 

	



	
 


	
12.4

	
EFFECT OF INTERPRETATION OR DETERMINATION

	
 

	
30


	
12.5

	
RELIANCE ON TABLES, ETC

	
 

	
30


	
12.6

	
CLAIMS AND REVIEW PROCEDURES

	
 

	
30


	
12.7

	
INDEMNIFICATION

	
 

	
31


	
12.8

	
ANNUAL REPORT

	
 

	
31


	
12.9

	
EXPENSES OF PLAN

	
 

	
32


	
12.10

	
LIMITATION OF LIABILITY

	
 

	
32


	
12.11

	
ACCOUNTS

	
 

	
32


	
 

	
 

	
 

	
 


	
XIII. AMENDMENTS AND TERMINATION

	
 

	
33


	
 

	
 

	
 

	
 


	
13.1

	
PLAN AMENDMENTS

	
 

	
33


	
13.2

	
TERMINATION OF CONTRIBUTIONS

	
 

	
33


	
13.3

	
TERMINATION OF PLAN

	
 

	
33


	
 

	
 

	
 

	
 


	
XIV. TOP HEAVY PROVISIONS

	
 

	
34


	
 

	
 

	
 

	
 


	
14.1

	
PROVISIONS TO APPLY

	
 

	
34


	
14.2

	
MINIMUM CONTRIBUTION

	
 

	
34


	
14.3

	
DEFINITIONS

	
 

	
35


	
 

	
 

	
 

	
 


	
XV. DEFINITIONS

	
 

	
37


	
 

	
 

	
 

	
 


	
XVI. MISCELLANEOUS

	
 

	
42


	
 

	
 

	
 

	
 


	
16.1

	
EXCLUSIVE BENEFIT RULE

	
 

	
42


	
16.2

	
NON-TERMINABLE RIGHTS

	
 

	
42


	
16.3

	
LIMITATION OF RIGHTS

	
 

	
42


	
16.4

	
NON-ALIENABILITY OF BENEFITS

	
 

	
42


	
16.5

	
ADEQUACY OF DELIVERY

	
 

	
43


	
16.6

	
SERVICE WITH ARMED FORCES

	
 

	
43


	
16.7

	
MERGER OR CONSOLIDATION

	
 

	
43


	
16.8

	
GOVERNING LAW

	
 

	
43





iii






AUBURN SAVINGS BANK

EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST


I. INTRODUCTION


	
 

	
 

	
 


	
 

	
1.1

	
PLAN NAME


	
 

	
 

	
 


	
          The
  name of the Plan is the Auburn Savings Bank, FSB Employee Stock Ownership
  Plan and Trust.


	
 

	
 

	
 


	
 

	
1.2

	
EFFECTIVE
  DATE


	
 

	
 

	
 


	
          The
  Plan is effective as of January 1, 2008.


	
 

	
 

	
 


	
 

	
1.3

	
PURPOSE OF
  PLAN


	
 

	
 

	
 


	
          The
  Plan is created for the purpose of providing retirement benefits to
  Participants and their beneficiaries in a manner consistent with the
  requirements of the Code and Title I of ERISA. The Plan is intended to be,
  and is hereby designated as, an
  employee stock ownership plan within the meaning of Code Section 4975(e)(7), which shall invest primarily in Employer
  Stock.


	
 

	
 

	
 


	
II. ELIGIBILITY


	
 

	
 

	
 


	
 

	
2.1

	
INITIAL
  ELIGIBILITY


	
 

	
 

	
 


	
          (a)      An
  Eligible Employee who is an Employee at the closing of the Bank’s
  reorganization from mutual savings bank to mutual holding company structure
  (the “Reorganization Date”) and who has earned one Hour of Service in each of
  the three months immediately preceding the Reorganization Date will be a
  Participant as of the Reorganization Date. Any other Eligible Employee will
  become a Participant in the Plan on the Entry Date coincident with or next
  following the date on which he or she first completes a Year of Service and attains
  age 21.


	
 

	
 

	
 


	
          (b)      No
  contributions shall be made or forfeitures allocated with respect to an
  Employee who is not, or a Participant who ceases to be, an Eligible Employee.
  If an Employee who is not an Eligible Employee becomes an Eligible Employee,
  such Employee will become a Participant on the first Entry Date on or after
  becoming an Eligible Employee, if he or she has otherwise satisfied the
  requirements of this Article II.


	
 

	
 

	
 


	
 

	
2.2

	
BREAK IN
  SERVICE


	
 

	
 

	
 


	
          Any
  Participant who terminates employment but is reemployed by a Participating
  Employer before incurring a One Year Break in Service will continue to participate in the Plan as if such termination had not
occurred, effective as of the date of reemployment.
  Any Participant who terminates employment but is reemployed by a Participating Employer after incurring a One
  Year Break in Service will be treated as a new hire, and he or she will
  participate in the Plan only after again satisfying the requirements of this
  Article II.










	
 

	
 

	
 


	
III. CONTRIBUTIONS


	
 

	
 

	
 


	
 

	
3.1

	
CONTRIBUTION
  AMOUNTS


	
 

	
 

	
 


	
          Not
  later than the time prescribed by law for filing its Federal income tax return (including extensions thereof) for its
  current taxable year and each succeeding taxable year, the Bank will make
  contributions to the Trust in such amounts as may be determined by the Board
  of Directors, provided, however, that the aggregate contribution of
  the Bank for any year shall not exceed the maximum amount which would constitute an allowable deduction to the Bank for
  such year under Code Section 404(a). A Participant shall neither be
  required nor permitted to make
  contributions to the Plan and Trust.


	
 

	
 

	
 


	
 

	
3.2

	
FORM OF
  CONTRIBUTIONS


	
 

	
 

	
 


	
          Bank
  contributions will be paid in cash or other property, as the Board of Directors
  may, from time to time, determine; provided however that the Bank may not make contributions of Employer Stock to the
  extent necessary to satisfy a monetary obligation in violation of U.S.
  Department of Labor Interpretive Bulletin 94-3, see 29 C.F.R. 2509.94-3, unless the
  contribution otherwise satisfies the requirements for an exemption from the ERISA prohibited transaction rules.


	
 

	
 

	
 


	
 

	
3.3

	
MINIMUM
  CONTRIBUTIONS


	
 

	
 

	
 


	
          The
  Bank’s annual contribution must be sufficient to ensure that Trust does not
  default on the repayment by the Trust of indebtedness in accordance with the
  terms of such indebtedness which may be incurred from time to time for the
  purpose of the acquisition of Employer Stock.


	
 

	
 

	
 


	
IV. INVESTMENT OF TRUST ASSETS


	
 

	
 

	
 


	
 

	
4.1

	
PURCHASE OF
  EMPLOYER STOCK


	
 

	
 

	
 


	
          All
  cash contributions to the Trust made by the Bank and any other cash received
  by the Trust (excluding dividends received by the Trust on Employer Stock
  which are directed by the Bank to be distributed to Plan Participants
  pursuant to Section 9.1), will first be applied to outstanding current
  obligations of the Trust, and any excess will be used, at the discretion of
  the Trustee, to repay obligations of the Trust, to buy Employer Stock from
  holders of outstanding stock or newly issued or treasury stock from the Bank,
  or the Trustee may invest such funds of the Trust in savings accounts,
  certificates of deposit, short-term commercial paper, stocks, bonds,
  insurance policies, or other investments deemed to be desirable for the
  Trust, or such funds may be held temporarily in cash.


	
 

	
 

	
 


	
 

	
4.2

	
PURCHASE
  PRICE OF EMPLOYER STOCK


	
 

	
 

	
 


	
          All
  purchases of Employer Stock by the Trust will be made at a price, or at prices,
  which, in the judgment of the Trustee, do not exceed the fair market value of
  such Employer Stock. The fair market value of Employer Stock shall be the
  price at which such stock trades on an established securities market, or if such stock is not readily tradable on an
  established securities market, the fair market value of Employer Stock
  shall be determined by an independent appraiser





2






	
 

	
 

	
 


	
as defined in Code Section
  401(a)(28). In making such determination, the appraiser shall consider the
  following criteria:


	
 

	
 

	
 


	
          (a)      Any
  current and historical practices which have been consistently and uniformly utilized to value Employer Stock
  in sales transactions between the Bank and the stockholders, or among
  and between stockholders.


	
 

	
 

	
 


	
          (b)      Any
  restrictions or limitations imposed upon the sale or transfer of Employer
  Stock which establish or stipulate the price at which the Bank may or must
  purchase such stock under the provisions of its charter of any or written
  agreements, provided the same or similar restrictions are applicable to
  substantially all of the outstanding Employer Stock and are complied with
  uniformly and consistently.


	
 

	
 

	
 


	
          (c)      Such
  other information concerning the Bank and its condition and prospects,
  financial and otherwise, generally used in the determination of the fair
  market value of corporate stock of comparable public or private companies
  engaged in the same or similar industries, by independent investment analysts
  nationally recognized as having expertise in rendering such evaluations.


	
 

	
 

	
 


	
 

	
4.3

	
DIVERSIFICATION
  OF INVESTMENTS


	
 

	
 

	
 


	
          (a)      Each
  Participant in the Plan who has attained age fifty-five (55) and has
  completed at least ten (10) years of participation in the Plan shall be
  permitted to elect, as to not more than twenty-five percent (25%) (reduced by
  amounts previously diversified) of his or her Employer Stock Account, to have
  Employer Stock in such amount liquated from his or her Employer Stock Account
  and transferred to his or her Other Investment Account. This election may be made within the period of ninety
  (90) days following the end of each Plan Year during the six (6) Plan Year
  period beginning with the first Plan Year in which the Participant became
  eligible to make the election. In the case of the last year to which an
  election applies, fifty percent (50%) shall be substituted for twenty-five
  percent (25%).


	
 

	
 

	
 


	
          (b)      For
  the purpose of facilitating elective diversification hereunder, the Trustee
  may make available under the Participant’s Other Investment Account at least
  three investment vehicle alternatives to the investment of assets of the
  Trust in qualified employer securities that comply with the requirements of
  Code Section 401(a)(28) and any applicable Regulation.


	
 

	
 

	
 


	
          (c)      The
  Trustee shall comply with any diversification election under this Section 4.3
  within ninety (90) days following the ninety (90) day election period by (i)
  substituting other investment assets for the amount of qualified employer
  securities as to which the election is made, or (ii) distributing to the
  Participant an amount equal to the amount for which diversification was
  elected.


	
 

	
 

	
 


	
 

	
4.4

	
BORROWING TO
  ACQUIRE EMPLOYER STOCK


	
 

	
 

	
 


	
          The
  Trustee may borrow funds from any lender for the purpose of purchasing
  Employer Stock, and may enter into contracts for the purchase of Employer
  Stock pursuant to which the purchase price is paid in installments. Any such
  loan or contract must be primarily for the benefit of Participants and their
  Beneficiaries, and shall comply with the following terms and conditions:





3






	
 

	
 

	
 


	
          (a)      The
  interest rate respecting such loan shall not exceed a reasonable rate of interest. The Trustee shall consider all
  relevant factors in determining a reasonable rate of interest,
  including the amount and duration of the loan or contract, the security and
  guarantee (if any) involved, the credit standing of the Trust and the Bank
  (if and to the extent that the Bank acts as guarantor), and the interest rate prevailing for comparable
  loans. Upon due consideration of the foregoing factors, a variable
  interest rate may be reasonable.


	
 

	
 

	
 


	
          (b)      At
  the time that such loan is made or contract entered into, the interest rate and the price of securities to be
  acquired should not be such that Plan assets might be dissipated.


	
 

	
 

	
 


	
          (c)      The
  terms of such loan or contract, whether or not between independent parties, must be at such time at
  least as favorable to the Trust as the terms of a comparable loan or
  contract resulting from arm’s-length negotiations between independent
  parties.


	
 

	
 

	
 


	
          (d)      The
  proceeds of such loan must be used within a reasonable time after their receipt by the Trust only to acquire
  Employer Stock, to repay such loan, or to repay a prior loan to the
  Trust.


	
 

	
 

	
 


	
          (e)      Such
  loan must be without recourse against the Trust. The only assets of the Trust
  that may be given as collateral on such loan are shares of Employer Stock
  acquired therewith. No person entitled to payment under such loan shall have
  any right to assets of the Trust other than collateral given for such loan,
  cash contributions of the Bank made to meet the obligations of the Trust
  under such loan, and earnings attributable to such collateral and the
  investment of such contributions. The payments made with respect to such loan
  by the Trust during a Plan Year must not exceed an amount equal to the sum of
  such contributions and earnings received during or prior to the year less
  such payments in prior years. Such contributions and earnings must be
  accounted for
  separately on the books of account of the Trust, until the loan is repaid.


	
 

	
 

	
 


	
          (f)      In
  the event of default on such loan, the value of Plan assets transferred in
  satisfaction of the loan must not exceed the amount of default.


	
 

	
 

	
 


	
          (g)      Shares
  of Employer Stock used as collateral for such loan shall be released from the
  encumbrance-thereof, in accordance with the provisions of Section 4.5.


	
 

	
 

	
 


	
          (h)      Such
  loan shall be for a specific term, and not payable at the demand of any
  person (except in the case of default).


	
 

	
 

	
 


	
          (i)      Except
  as otherwise provided under the terms of this Plan and Trust, or as otherwise
  required by applicable law, no Employer Stock acquired with the proceeds of
  such loan shall be subject to a put, call or other option, or buy-sell or
  similar arrangement while held by and when distributed from the Trust,
  whether or not the Trust is then an employee stock ownership plan as
  described in Code Section 4975(e)(7).


	
 

	
 

	
 

	
 


	
 

	
4.5

	
RELEASE OF
  SHARES


	
 

	
 

	
 

	
 


	
          All
  shares of Employer Stock acquired by the Trust and pledged as collateral on a loan described in Section 4.4
  shall be credited to the Suspense
  Account and shall be released as follows:





4






	
 

	
 

	
 

	
 


	
          (a)      For
  each Plan Year during the duration of the loan, the number of shares of
  Employer Stock released shall equal the original number of encumbered shares
  multiplied by a fraction in which the numerator is the amount of principal
  paid to the lender by the Trust for the year, and the denominator is the
  original principal amount outstanding at the commencement of the loan. The
  foregoing allocation method shall apply only if the loan provides for annual
  payments of principal and interest at a cumulative rate that is not less
  rapid at any time than level annual payments of such amounts for ten (10)
  years. Further shares released from encumbrance shall be determined solely
  with reference to principal payments and interest included in any payments
  shall be disregarded only to the extent that the interest would be determined
  to be interest under standard loan amortization tables. If at any time, by
  reason of a renewal, extension, or refinancing, the sum of the expired duration
  of the exempt loan, the renewal period, the extension period, and the
  duration of a new exempt loan exceeds ten (10) years, or if, at any time, the
  other terms and conditions of this Section 4.5(a) are not met, then from such
  time shares of Employer Stock shall be released pursuant to Section 4.5(b).


	
 

	
 

	
 

	
 


	
          (b)      If
  the allocation method set forth in Section 4.5(a) is not applicable, then
  shares of Employer Stock shall be released as follows: For each Plan Year
  during the duration of the loan, the number of shares of Employer Stock
  released shall equal the number of encumbered shares held immediately before
  release by a fraction. The numerator of the fraction is the amount of
  principal and interest paid to the lender by the Trust for the year, and the
  denominator of the fraction is the sum of the numerator plus the principal
  and interest to be paid for all future years. For purposes of the foregoing
  determination, the number of future years under the loan must be definitely
  ascertainable, and shall be determined without taking into account any
  possible extensions or renewal periods. If the interest rate under the loan
  is variable, the interest to be paid in future years shall be computed by
  using the interest rate applicable as of the end of the Plan Year.


	
 

	
 

	
 

	
 


	
          (c)      To
  the extent of the foregoing release from encumbrance pursuant to Sections
  4.5(a) or (b), shares shall be withdrawn from the Suspense Account and shall
  be allocated for each Plan Year as provided in Section 5.4.


	
 

	
 

	
 

	
 


	
V. ACCOUNTING


	
 

	
 

	
 

	
 


	
 

	
5.1

	
ACCOUNTING
  FOR TRUST ASSETS


	
 

	
 

	
 

	
 


	
          The
  Trustee shall keep accurate and detailed accounts of all investments,
  receipts and disbursements and other transactions under the Trust. As of the
  last day of each Plan Year, the Trustee shall make a determination of the
  current fair market value of all Trust assets. In so doing, the Trustee
  shall:


	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
Credit to
  the Trust all income of the Trust for such year (including dividends on
  Employer Stock);


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
Charge to
  the Trust all losses and expenses of the Trust for such year;


	
 

	
 

	
 

	
 


	
 

	
 

	
(iii)

	
Credit to
  the Trust all contributions of the Bank (whether in cash or in kind); and





5








	
 

	
 

	
 

	
 


	
 

	
 

	
(iv)

	
Make a
  determination as to the current fair market value of all assets of the Trust,
  including Employer Stock in accordance with Section 4.2. 







	
 

	
 

	
 


	
 

	
5.2

	
TREATMENT OF
  ENCUMBERED SHARES 


	
 

	
 

	
 


	
          In
  computing the fair market value of all assets held in the Trust, shares of
  encumbered Employer Stock (i.e., those shares standing as collateral for a
  loan or loans described at Section 4.4 above) shall be disregarded. 


	
 

	
 

	
 


	
 

	
5.3

	
SEPARATE
  RECORDS OF PARTICIPANTS 


	
 

	
 

	
 


	
          The
  Trustee shall keep accurate accounts of the respective share of each
  Participant in the Trust assets. Each account shall separately state the
  number of shares of Employer Stock allocated to the Participants’ accounts
  each year under Section 5.4. The share of each Participant in the Trust
  assets as of any date of determination shall be the fair market value of such
  assets as of the preceding Valuation Date. 


	
 

	
 

	
 


	
 

	
5.4

	
ALLOCATION
  AMONG PARTICIPANT ACCOUNTS 


	
 

	
 

	
 


	
          As
  of each Anniversary Date, the Trustee shall allocate the Banks contribution
  under Section 3.1 to the Account of each Participant who has completed 1,000
  Hours of Service during the Plan Year in the same proportion that each such
  Participant’s Compensation for such year bears to the aggregate of the Compensation
  of all Participants for such year. 





          (a)      The
Account of each Participant will be credited as of each Anniversary Date with
its allocable share(s) of Employer Stock (including fractional shares rounded
to the nearest one-hundredth of a share) purchased and paid for by the Plan or
contributed in kind by the Bank and with stock dividends on Employer Stock held
in such Participant’s Account. Employer Stock acquired by the Plan with the
proceeds of a loan described in Section 4.4 above will only be allocated to
each Participant’s Account upon release from encumbrance pursuant to Section
4.5. The Employer Stock received by the Trust during a Plan Year with respect
to a contribution by the Bank for the preceding Plan Year shall be allocated to
the accounts of Participants as of the Anniversary Date at the end of such
preceding Plan Year. Each Participant’s Other Contributions Account will be
credited as of each Anniversary Date with his or her allocable share of the
Bank’s contribution that does not consist of Employer Stock, and shall be
debited with payments made to pay for Employer Stock, or to repay a loan
described in Section 4.4. 


          (b)      Net
income (or loss) of the Trust will be determined annually as of each
Anniversary Date. A share thereof will be allocated to each Participant’s
Account in the ratio in which the balance of his or her Account on the
preceding Anniversary Date bears to the sum of the balances for the Accounts of
all Participants on that date. The net income (or loss) includes the increase
(or decrease) in the fair market value of assets of the Trust (other than
Employer Stock), interest, dividends, other income and expenses attributable to
assets in the Accounts (other than Employer Stock) since the preceding Anniversary
Date. Net income (or loss) does not include the interest paid under any
installment contract for the purchase of Employer Stock by the Trust or on any
loan used by the Trust to purchase Employer Stock, nor does it include





6






income
received by the Trust with respect to Employer Stock acquired with the proceeds
of a loan described in Section 4.4 to the extent such income is used to repay
the loan. 



          (c)      Shares
of Employer Stock released from encumbrance as a result of dividends paid on
Employer Stock will be allocated to each Participant’s Account in the ratio of
the balance in his or her account on the preceding Anniversary Date to the sum
of the balances for the Accounts of all Participants on that date. 


          (d)      Despite
the foregoing, any diversification of investments made pursuant to Section 4.3
shall be deemed an earmarked investment made for such Participant’s benefit.
Accordingly, all interest and other earnings attributable to such earmarked
investments shall be allocated and credited exclusively to the Other Investment
Account of the Participant who has made such election. At the time of electing
such diversification of investments, the electing Participant’s Employer Stock
Account shall be reduced by the number of shares of Employer Stock which are
equal in value as of the last Valuation Date to the amount of the diversified
investments or the amount distributed to the Participant pursuant to Section
4.3. 


          (e)      The
Bank shall establish accounting procedures for the purpose of making the
allocations, valuations and adjustments to Participants’ Accounts provided for
in this Section 5.4. 


          (f)      In
the case of a Participant who is entitled to have credited to his or her
Account a portion of the Bank’s contribution for a Plan Year but whose
employment is terminated after the close of such year and before actual
contributions have been made to the Trust, the allocations with respect to such
contributions shall be made as though such Employee’s employment had not
terminated. 


	
 

	
 

	
 


	
 

	
5.5

	
ANNUAL
  REPORT TO PARTICIPANTS 


	
 

	
 

	
 


	
          As
  soon as practicable after each Anniversary Date, the Trustee shall prepare a
  written statement for distribution to each Participant reflecting the number
  of shares of Employer Stock allocated to such Participant’s Account as of the
  Anniversary Date preceding the most recent Anniversary Date, the additional
  number of shares of Employer Stock allocated to him or her for the Plan Year
  ending on the most recent Anniversary Date, and the aggregate number of
  shares of Employer Stock allocated to date to his or her Account. The written
  statement shall also indicate the dollar value of the Participant’s shares of
  Employer Stock, based upon the most recent revaluation of the assets of the
  Trust. 


	
 

	
 

	
 


	
 

	
5.6

	
VOTING 


	
 

	
 

	
 


	
          The
  Trustee shall vote all shares of Employer Stock held in the Trust in
  accordance with the following provisions: 





          (a)      Shares
of Employer Stock which have been allocated to Participants’ Accounts shall be
voted by the Trustee in accordance with the Participants’ written instructions.




          (b)      Shares
of Employer Stock which have been allocated to Participants’ Accounts but for
which no written instructions have been received by the Trustee regarding
voting shall be



7






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 Employer Stock. Shares of unallocated Employer 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 Employer Stock. Despite the forgoing, all shares of
Employer 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 Employer 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. 



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


          (d)      Whenever
voting rights are to be exercised under this Section 5.6, the Bank, the
Administrative 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 Employer Stock, and are provided with adequate
opportunity to deliver their instructions to the Trustee regarding the voting
of Employer 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 Employer Stock shall be confidential. 


          (e)      In
the event of a tender offer, Employer Stock shall be tendered by the Trustee in
the same manner set forth in subsection (a) through (d) above regarding the
voting of Employer Stock. 


	
 

	
 

	
 


	
 

	
5.7

	
LIST OF
  PARTICIPANTS 


	
 

	
 

	
 


	
          On
  or about each Anniversary Date, the Bank shall deliver to the Trustee a list
  of all Eligible Employees to whom Compensation was paid or payable for such
  year, together with a statement of the amount of such Compensation. 


	
 

	
 

	
 


	
 

	
5.8

	
MAXIMUM
  ANNUAL ADDITIONS 


	
 

	
 

	
 


	
          Despite
  the foregoing, the maximum annual additions credited to a Participant’s
  accounts for any limitation year shall equal the lesser of (i) $40,000, as
  adjusted for increases in the cost of living under Code Section 415(c)(3), or
  (ii) one hundred percent (100%) of the Participant’s 415 Compensation for
  such limitation year; provided, however, that the 415 Compensation percentage
  limitation referred to in clause (ii) shall not apply to any contribution for
  medical benefits (within the meaning of Code Section 419A(f)(2)) after
  separation from service which is otherwise treated as an annual addition, or
  any amount otherwise treated as an annual addition under Code Section
  415(l)(1). 





          (a)      For
purposes of applying the limitations of Code Section 415, “annual additions”
means the sum credited to a Participant’s accounts for any limitation year of: 


	
 

	
 

	
 


	
 

	
(i)

	
Employer
  contributions, 






8









	
 

	
 

	
 


	
 

	
(ii)

	
Employee
  contributions, 


	
 

	
 

	
 


	
 

	
(iii)

	
Forfeitures,
  


	
 

	
 

	
 


	
 

	
(iv)

	
Amounts allocated
  to an individual medical account, as defined in Code Section 415(l)(2) which
  is part of a pension or annuity plan maintained by the Bank or any Affiliated
  Employer, and 


	
 

	
 

	
 


	
 

	
(v)

	
Amounts
  derived from contributions paid or accrued, which are attributable to
  post-retirement medical benefits allocated to the separate account of a key
  employee (as defined in Code Section 419A(d)(3)) under a welfare benefit plan
  (as defined in Code Section 419(e)) maintained by the Bank or any Affiliated
  Employer. 





          (b)      For
purposes of applying the limitations of Code Section 415, the transfer of funds
from one qualified plan to another is not an annual addition. In addition, the
following are not employee contributions: (i) rollover contributions (as defined
in Code Sections 402(a)(5), 402(c)(1), 403(a)(4), 403(b)(8) and 408(d)(3), (ii)
repayments of loans made to a Participant from the Plan, (iii) repayments of
distributions received by an Employee pursuant to Code Section 411(a)(7)(B)
(cash-outs), (iv) repayments of distributions received by an employee pursuant
to Code Section 411(a)(3)(D) (mandatory contributions), and (v) Employee
contributions to a simplified employee pension excludable from gross income
under Code Section 408(k)(6). 


          (c)      For
purposes of applying the limitations of Code Section 415, 415 Compensation
shall include the Participant’s wages, salaries, fees for professional services
and other amounts for personal services actually rendered in the course of employment
with an employer maintaining the Plan (including, but not limited to,
commissions paid salesmen, compensation for services on the basis of a
percentage of profits, commissions on insurance premiums, tips and bonuses and
in the case of a Participant who is an employee within the meaning of Code
Section 401(c)(1) and the accompanying Regulation, the Participant’s earned
income (as described in Code Section 401(c)(2) and the accompanying Regulation)
paid during the limitation year and including any elective deferrals (as
defined in Code Section 402(g)(3)), and any amount which is contributed or
deferred by the Bank or any Bank or any Affiliated Employer at the election of
the employee and which is not currently includible in the gross income of the
Employee by reason of Code Sections 125, 132(f) or 457. 


          (d)      “415
Compensation” shall exclude (i) any distributions from a plan of deferred
compensation regardless of whether such amounts are includable in the gross
income of the Employee when distributed except any amounts received by an
Employee pursuant to an unfunded non-qualified plan to the extent such amounts
are includable in the gross income of the Employee; (ii) amounts realized from
the exercise of a non-qualified stock option or when restricted stock (or
property) held by an Employee either becomes freely transferable or is no
longer subject to a substantial risk of forfeiture; (iii) amounts realized from
the sale, exchange or other disposition of stock acquired under a qualified
stock option; and (iv) other amounts which receive special tax benefits, such
premiums for group term life insurance (but only to the extent that the
premiums are not includable in the gross income of the Employee), or
contributions made by the Bank any Affiliated Employer (whether or not under a
salary reduction agreement)




9






towards the purchase of any annuity contract
described in Code Section 403(b) (whether or not the contributions are
excludable from the gross income of the Employee). 



          (e)      For
purposes of applying the limitations of Code Section 415, the limitation year
shall be the Calendar Year. 


          (f)       The
dollar limitation under Code Section 415(b)(1)(A) stated in this Section 5.8
shall be adjusted annually as provided in Code Section 415(d) pursuant to the
Regulations. The adjusted limitation is effective as of January 1 of each
calendar year and is applicable to limitation years ending with or within those
calendar years. 


          (g)      For
the purpose of this Section 5.8, all qualified defined benefit plans (whether
or not terminated) every maintained by the Bank shall be treated as one defined
benefit plan, and all qualified defined contribution plans (whether or not
terminated) every maintained by the Bank shall be treated as one defined
contribution plan. 


          (h)      For
the purpose of this Section 5.8, if the Bank is a member of a controlled group
of corporations, trades or businesses under common control (as defined by Code
Section 1563(a) or Code Section 414(b) and Code Section 414(c) as modified by
Code Section 415(h)), is a member of an affiliated service group (as defined by
Code Section 414(m)), or is a member of a group of entities required to be
aggregated pursuant to Regulations under Code Section 414(o), all Employees of
such employers shall be considered to be employed by a single employer. 


          (i)      If
a Participant participates in more than one defined contribution plan
maintained by the Bank or any Affiliated Employer which have different Anniversary
Dates, the maximum annual additions under the Plan shall equal the maximum
annual additions for the limitation year minus any annual additions previously
credited to such Participant’s accounts during the limitation year. 


          (j)      If
a Participant participates in both a defined contribution plan subject to Code
Section 412 and a defined contribution plan not subject to Code Section 412
maintained by the Bank or any Affiliated Employer which have the same
Anniversary Date, annual additions will be credited to the Participant’s
accounts under the defined contribution plan subject to Code Section 412 prior
to crediting annual additions to the Participant’s accounts under the defined
contribution plan not subject to Code Section 412. 


          (k)      If
a Participant participates in more than one defined contribution plan not
subject to Code Section 412 maintained by the Bank or any Affiliated Employer
which have the same Anniversary Date, the maximum annual additions under this
Plan shall equal the product of (A) the maximum annual additions for the
limitation year minus any annual additions previously credited multiplied by
(B) a fraction (i) the numerator of which is the annual additions that would be
credited to such Participant’s accounts under this Plan without regard to the
limitations of Code Section 415 and (ii) the denominator of which is such
annual additions for all plans described in this Section 5.8. 


          (l)      Despite
any contrary provision of this Section 5.8, the limitations, adjustments and
other requirements prescribed in this Section 5.8 shall at all times comply
with the provisions of


10






Code Section 415 and the Regulation thereunder, the
terms of which are specifically incorporated herein by reference. 



	
 

	
 

	
 


	
 

	
5.9

	
ADJUSTMENT
  FOR EXCESSIVE ADDITIONS 





          If,
as a result of the allocation of Forfeitures, a reasonable error in estimating
a Participant’s Compensation or other facts and circumstances to which
Regulation Section 1.415-6(b)(6) shall be applicable, the annual additions
under the Plan would cause the maximum annual additions to be exceeded for any
Participant, the Administrative Committee shall (i) return any voluntary
Employee contributions credited for the limitation year to the extent that the
return would reduce the excess amount in the Participant’s Account, (ii) hold
any excess amount remaining after the return of any voluntary Employee
contributions in a Code Section 415 suspense account (as defined in Section
5.9(b)), (iii) allocate and reallocate the Code Section 415 suspense account in
the next limitation year (and succeeding limitation years if necessary) to all
Participants in the Plan before any employer or employee contributions which
would constitute annual additions are made to the Plan for such limitation
year, and (iv) reduce contributions to the Plan for such limitation year by the
amount of the Code Section 415 suspense account allocated and reallocated
during such limitation year. 


          (a)      The
excess amount for any Participant for a limitation year shall mean the excess,
if any, of (i) the annual additions that would be credited to his or her
account under the terms of the Plan without regard to the limitations of Code
Section 415 over (ii) the maximum annual additions determined pursuant to
Section 5.8. 


          (b)      For
purposes of this Section 5.9, “Code Section 415 suspense account” means an
unallocated account equal to the sum of excess amounts for all Participants in
the Plan during the limitation year. The Code Section 415 suspense account
shall not share in any earnings or losses of the Fund. 


          (c)      The
Plan may not distribute excess amounts, other than voluntary Employee
contributions, to Participants or Former Participants. 


VI. VESTING


	
 

	
 

	
 


	
 

	
6.1

	
VESTING 





          In
the event of termination or severance of a Participant’s employment, the
Trustee shall determine the vested portion of the Participant’s Account as of
the immediately preceding Valuation Date in accordance with the following
schedule: 


	
 

	
 

	
 

	
 

	
 

	
 


	
YEARS OF
SERVICE  

	
 

	
VESTED PORTION  

	
 


	



	
 

	



	
 


	
 

	
 


	
Less than
  One Year

	
 

	
 

	
0

	
%

	
 


	
 

	
 


	
One Year

	
 

	
 

	
20

	
%

	
 


	
 

	
 


	
Two Years

	
 

	
 

	
40

	
%

	
 


	
 

	
 


	
Three Years

	
 

	
 

	
60

	
%

	
 


	
 

	
 


	
Four Years

	
 

	
 

	
80

	
%

	
 


	
 

	
 


	
Five Years

	
 

	
 

	
100

	
%

	
 





11






	
 

	
 

	
 


	
 

	
6.2

	
FORFEITURES 





          Any
amount not vested under the foregoing vesting schedule shall become a
Forfeiture. As of each Anniversary Date, any amounts which became Forfeitures
since the last Anniversary Date shall first be made available to reinstate
previously forfeited account balances of Former Participants, if any, in accordance
with this Section 6.2. The remaining Forfeitures, if any, shall be added to the
Bank’s discretionary contribution pursuant to Section 3.1 and for the Plan Year
in which such Forfeitures occur allocated among the Accounts of Participants in
the same manner as the Bank’s discretionary contribution for the current year.
Despite the forgoing, if the allocation of Forfeitures causes the annual
addition (as defined in Section 5.8) to any Participant’s Account to exceed the
amount allowable by the Code, the excess shall be reallocated in accordance
with Section 5.9, except that Participants who perform less than a Year of
Service during any Plan Year or are not employed on the last day of the Plan
Year shall not share in Forfeitures for that year. 


          (a)      The
computation of a Participant’s non-forfeitable percentage of his interest in
the Plan shall not be reduced as the result of any direct or indirect amendment
to this Plan. A Participant with at least three (3) Years of Service as of the
election period may elect to have his or her non-forfeitable percentage
computed under the Plan without regard to such new vesting schedule. 


          (b)      For
purposes of applying this schedule to any Participant who has incurred five (5)
consecutive One-Year Breaks in Service, Years of Service after such period
shall not be taken into account for determining the non-forfeitable percentage
of his or her Account accrued before such period began. 


          (c)      If
any former Participant shall be reemployed by the Bank before a One-Year Break
in Service occurs, he shall continue to participate in the Plan in the same
manner as if such termination had not occurred. 


          (d)      If
any former Participant shall be reemployed by the Bank before five (5)
consecutive One-Year Breaks in Service, and such former Participant had
received a distribution of his or her entire vested interest prior to his or
her reemployment, his or her forfeited Account shall be reinstated only if he
or she repays the full amount distributed before the earlier of five (5) years
after the first date on which the Participant is subsequently reemployed by the
Bank or the close of the first period of five (5) consecutive One-Year Breaks
in Service commencing after distribution. If a distribution occurs for any
reason other than a separation from service, the time for repayment may not end
earlier than five (5) years after the date of separation. If the former
Participant does repay the full amount distributed to him or her, the undistributed
portion of the Participant’s Account must be restored in full, unadjusted by
any gains or losses occurring subsequent to the Anniversary Date or other
valuation date first preceding his or her termination. 


12







          (e)      If
any Former Participant is reemployed after a One-Year Break in Service, Years
of Service shall include Years of Service prior to his or her One-Year Break in
Service subject to the following rules: 


	
 

	
 

	
 


	
 

	
(i)

	
If a Former
 Participant has a One- Year Break in Service, his or her pre-Break and
 post-Break Service shall be used for computing Years of Service for vesting
 purposes only after he or she has been employed for one (1) Year of Service
 following the date of his reemployment with the Bank; 


	
 

	
 

	
 


	
 

	
(ii)

	
Any Former
 Participant who under the Plan does not have a non-forfeitable right to any
 interest in the Plan resulting from Bank contributions shall lose credits
 otherwise allowable under clause (i) if his or her consecutive One-Year Breaks
 in Service equal or exceed the greater of (A) five (5) or (B) the aggregate
 number of his or her pre-Break Years of Service; and 


	
 

	
 

	
 


	
 

	
(iii)

	
After five
 (5) consecutive One-Year Breaks in Service, a Former Participant’s vested
 Account balance attributable to pre-Break Service shall not be increased as a
 result of post-Break Service. 








	
 

	
 

	
 


	
 

	
6.3

	
NORMAL
 RETIREMENT AGE, ETC. 





          Despite
the provisions of this Article VI, if a Participant’s services are terminated
(i) upon or after he or she attains age 65, or (ii) on account of disability
determined by competent medical authority acceptable to the Administrative
Committee, or (iii) by his or her death, then the forfeiture provisions
contained in Section 6.2 shall not apply. 


VII. DISTRIBUTIONS


	
 

	
 

	
 


	
 

	
7.1

	
FORM OF
 DISTRIBUTION 





          Distribution
of benefits will be made entirely in whole shares of Employer Stock except that
the value of any fractional share and any portion of the Participant’s Other
Investment Account which has been diversified in accordance with Section 4.3
will be paid in cash. Any non-diversified balance in a Participant’s account
not invested in Employer Stock will be used to acquire for distribution to such
Participant the maximum number of whole shares of Employer Stock at the then
fair market value, and any unexpended balance will be distributed to such
Participant in cash. In lieu of distributing Employer Stock to a Participant,
at the direction of the Bank, the Trustee may distribute all or a portion of a
Participant’s benefit in cash. Prior to commencing such a cash distribution,
the Trustee shall notify the Participant, or his Beneficiary, in writing that
he has the right to demand in writing that his benefits be distributed in the
form of Employer Stock. Such right shall expire thirty (30) days after the
receipt of such notice by the Participant or his Beneficiary. 


13







	
 

	
 

	
 


	
 

	
7.2

	
TIMING OF
 DISTRIBUTION OF BENEFITS 





          Distributions
of a Participant’s account balance (whether in the form of Employer Stock
and/or cash) shall be made as follows: 


          (a)      If
the Participant’s vested interest in the Plan does not exceed One Thousand
Dollars ($1,000), the entire vested benefit shall be distributed to the Participant
in a lump sum payment prior to the Second Anniversary Date following his or her
termination of employment. The determination of whether the Participant’s
vested interest in the Plan exceeds One Thousand Dollars ($1,000) shall be made
by including that portion of his or her Account that is attributable to
rollover contributions (and earnings allocable thereto) within the meaning of
Code Sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16). 


          (b)      If
the Participant’s vested interest in the Plan exceeds One Thousand Dollars
($1,000) but is less than Five Thousand Dollars ($5,000), then, with the
consent of the Participant, the entire vested benefit shall be distributed to
the Participant in a lump sum payment prior to the Second Anniversary Date
following his or her termination of employment. If a Participant does not
consent to such a distribution, then his or her vested interest shall be
distributed to the Participant in a lump sum payment prior to the Anniversary
Date ending the Plan Year in which the Participant attains the Normal
Retirement Age. 


          (c)      If
the Participant’s vested interest in the Plan is Five Thousand Dollars ($5,000)
or more, then, with the consent of the Participant, the entire vested benefit
shall be distributed as follows: 


	
 

	
 

	
 


	
 

	
(i)

	
If the
 Participant terminates employment after attainment of age 65, or because of
 Disability or death, payments will commence no later than the Anniversary
 Date ending the Plan Year which follows the Plan Year in which the
 Participant’s employment was terminated. Payments will be made in
 substantially equal annual installments over a five-year period. 


	
 

	
 

	
 


	
 

	
(ii)

	
If the
 Participant terminates employment for any other reason, payments will
 commence no later than the Anniversary Date ending the fifth Plan Year following
 the Plan Year in which the Participant’s employment was terminated. Payments
 will be made in substantially equal annual installments over a five-year
 period. 





          (d)      If
a Participant does not consent to the distributions as provided in Section
7.2(c) above, then the Participant’s vested interest in the Plan shall be
distributed in five substantially equal annual installments commencing no later
than the Anniversary Date ending the Plan Year following the Plan Year in which
the Participant attains the Normal Retirement Age. 


          (e)      Despite
the foregoing: 


	
 

	
 

	
 


	
 

	
(i)

	
If the
 Participant’s vested interest in the Plan is more than Nine Hundred Thirty
 Five Thousand Dollars ($935,000) (in 2008), the five-year distribution period
 referred to in Section 7.2(c) shall be extended one additional year (but not
 more than five additional years) for each One





14








	
 

	
 

	
 


	
 

	
 

	
Hundred Eighty Five Thousand
 Dollars ($185,000) or fraction thereof by which his or her vested interest
 exceeds Nine Hundred Thirty Five Thousand Dollars ($935,000). These dollar
 amounts shall be adjusted at the same time and in the same manner as provided
 in Code Section 415(d).








	
 

	
 

	
 


	
 

	
(ii)

	
The Bank may
 modify distribution options in a nondiscriminatory manner as provided in Code
 Section 411(d)(6)(C). 


	
 

	
 

	
 


	
 

	
(iii)

	
The
 distribution of that portion of a Participant’s Account that is attributable
 to Employer Stock acquired with the proceeds of a loan described in Section
 4.4 may be delayed until the close of the Plan Year in which such loan is
 repaid in full. 








	
 

	
 

	
 


	
 

	
7.3

	
DEATH
 BENEFITS; DESIGNATION OF BENEFICIARY 





          At
any time and from time to time, each Participant and each Beneficiary shall
have the right to designate the person who shall receive the amount payable
under this Plan on his or her death, and to revoke such designation, as limited
by this Section 7.3. 


          (a)      Each
designation shall be evidenced by a written instrument filed with the Trustee,
signed by the Participant or Beneficiary. If no such designation is on file
with the Trustee at the time of the death of the Participant or Beneficiary, or
if the designation is not effective for the any of the reasons stated in this
Section or any other reasons, then the person conclusively deemed to be the
person so designated as Beneficiary shall be (i) the surviving spouse of the
Participant or Beneficiary or (ii) if the Participant or Beneficiary has no
surviving spouse, the estate of such Participant or Beneficiary. The
Beneficiary of the death benefit payable pursuant to this Section 7.3 shall be
the Participant’s spouse. A Participant may designate a Beneficiary other than
his spouse if: 


	
 

	
 

	
 


	
 

	
(i)

	
The spouse
 has waived the right to be the Participant’s Beneficiary, 


	
 

	
 

	
 


	
 

	
(ii)

	
The
 Participant is legally separated or has been abandoned (within the meaning of
 local law) and the Participant has a court order to such effect (and there is
 no “qualified domestic relations order” as defined in Code Section 414(p)
 (“QDRO”) that provides otherwise), 


	
 

	
 

	
 


	
 

	
(iii)

	
The Participant
 has no spouse, or 


	
 

	
 

	
 


	
 

	
(iv)

	
The spouse
 cannot be located. 





          (b)      A
Participant may at any time revoke his designation of a Beneficiary or change
his Beneficiary by filing written notice of such revocation or change with the
Committee. However, the Participant’s spouse must again consent in writing to
any change in Beneficiary unless the original consent acknowledged that the
spouse had the right to limit consent only to specific Beneficiary and that the
spouse voluntarily elected to relinquish such right. If no valid designation of
Beneficiary exists at the time of the Participant’s death, the death benefit
shall be payable to his estate. Any consent by the Participant’s spouse to
waive any rights to the death benefit must be in writing, must acknowledge the
effect of such waiver, and be witnessed by a


15







Plan representative or a notary
public. Further, the spouse’s consent must be irrevocable and must acknowledge
the specific non-spouse Beneficiary.





	
 

	
 

	
 


	
 

	
7.4

	
BANK
 CERTIFICATION 





          The
Bank shall certify to the Administrative Committee and the Trustee, in the
event of termination of the employment of any Participant, as to the date of
such termination. 


	
 

	
 

	
 


	
 

	
7.5

	
MINIMUM
 DISTRIBUTION REQUIREMENTS 





          The
requirements of this Section 7.5 and the following Sections 7.6 through 7.9
take precedence over any inconsistent provisions of the Plan. All distributions
required under this Sections 7.6 through 7.9 will be determined and made in
accordance with the Regulations Section 1.401(a)(9). 


	
 

	
 

	
 


	
 

	
7.6

	
TIME AND
 MANNER OF MINIMUM REQUIRED DISTRIBUTIONS 





          (a)      Required
Beginning Date. 


          The
Participant’s entire interest will be distributed, or begin to be distributed,
to the Participant no later than the Participant’s required beginning date. 


          (b)      Death
of Participant Before Distributions Begin. 


          If
the Participant dies before distributions begin, the Participant’s entire
interest will be distributed, or begin to be distributed, no later than as
follows: 


	
 

	
 

	
 


	
 

	
(i)

	
If the
 Participant’s surviving spouse is the Participant’s sole designated
 beneficiary, then distributions to the surviving spouse will begin by
 December 31 of the calendar year immediately following the calendar year in
 which the Participant died, or by December 31 of the calendar year in which
 the Participant would have attained age 701⁄2, if later. 


	
 

	
 

	
 


	
 

	
(ii)

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


	
 

	
 

	
 


	
 

	
(iii)

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


	
 

	
 

	
 


	
 

	
(iv)

	
If the
 Participant’s surviving spouse is the Participant’s sole designated beneficiary
 and the surviving spouse dies after the Participant but before distributions
 to the surviving spouse begin, this Section 7.6(b), other than Section
 7.6(b)(i), will apply as if the surviving spouse were the Participant. 





16







	
 

	
 


	
 

	
For purposes
 of Sections 7.6(a) and (b), unless Section 7.6(b)(iv) applies, distributions
 are considered to begin on the Participant’s required beginning date. If
 Section 7.6(b)(iv) applies, distributions are considered to begin on the date
 distributions are required to begin to the surviving spouse under Section
 7.6(b)(i). If distributions under an annuity purchased from an insurance
 company irrevocably commence to the Participant before the Participant’s
 required beginning date (or to the Participant’s surviving spouse) before the
 date distributions are required to begin to the surviving spouse under
 subsection (b)(i), the date distributions are considered to begin is the date
 distributions actually commence. 





          (c)      Forms
of Distribution. 


          Unless
the Participant’s interest is distributed in the form of an annuity purchased
from an insurance company or in a single sum on or before the required
beginning date, as of the first distribution calendar year, distributions will
be made in accordance with Sections 7.7 and 7.8. If the Participant’s interest
is distributed in the form of an annuity purchased from an insurance company,
distributions thereunder will be made in accordance with the requirements of
Code Section 401(a)(9) and applicable Regulations. 


	
 

	
 

	
 


	
 

	
7.7

	
REQUIRED
 MINIMUM DISTRIBUTIONS DURING PARTICIPANT’S LIFETIME 





          (a)      During
the Participant’s lifetime, the minimum amount that will be distributed for
each distribution calendar year is the lesser of: 


	
 

	
 

	
 


	
 

	
(i)

	
the quotient
 obtained by dividing the Participant’s account balance by the distribution
 period in the Uniform Lifetime Table set forth in Regulation Section
 1.401(a)(9)-9, using the Participant’s age as of the Participant’s birthday
 in the distribution calendar year; or 


	
 

	
 

	
 


	
 

	
(ii)

	
if the
 Participant’s sole designated beneficiary for the distribution calendar year
 is the Participant’s spouse, the quotient obtained by dividing the
 Participant’s account balance by the number in the Joint and Last Survivor
 Table set forth in Regulation Section 1.401(a)(9)-9, using the Participant’s
 and spouse’s attained ages as of the Participant’s and spouse’s birthdays in
 the distribution calendar year. 





          (b)      Required
minimum distributions will be determined beginning with the first distribution
calendar year and up to and including the distribution calendar year that
includes the Participant’s date of death. 


	
 

	
 

	
 


	
 

	
7.8

	
REQUIRED
 MINIMUM DISTRIBUTIONS AFTER PARTICIPANT’S DEATH 





          (a)      Death
On or After Date Distributions Begin. 


	
 

	
 

	
 


	
 

	
(i)

	
Participant
 Survived by Designated Beneficiary. If the Participant dies on or after the
 date distributions begin and there is a designated beneficiary, the minimum
 amount that will be distributed for each distribution calendar






17










	
 

	
 

	
 


	
 

	
 

	
year after the
 year of the Participant’s death is the quotient obtained by dividing the
 Participant’s account balance by the longer of the remaining life expectancy
 of the Participant or the remaining life expectancy of the Participant’s
 designated beneficiary, determined as follows: 


	
 

	
 

	
 


	
 

	
 

	
          (A)          The
 Participant’s remaining life expectancy is calculated using the age of the
 Participant in the year of death, reduced by one for each subsequent year.


	
 

	
 

	
 


	
 

	
 

	
          (B)          If
 the Participant’s surviving spouse is the Participant’s sole designated
 beneficiary, the remaining life expectancy of the surviving spouse is
 calculated for each distribution calendar year after the year of the
 Participant’s death using the surviving spouse’s age as of the spouse’s
 birthday in that year. For distribution calendar years after the year of the
 surviving spouse’s death, the remaining life expectancy of the surviving
 spouse is calculated using the age of the surviving spouse as of the spouse’s
 birthday in the calendar year of the spouse’s death, reduced by one for each
 subsequent calendar year.


	
 

	
 

	
 


	
 

	
 

	
          (C)          If
 the Participant’s surviving spouse is not the Participant’s sole designated
 beneficiary, the designated beneficiary’s remaining life expectancy is
 calculated using the age of the beneficiary in the year following the year of
 the Participant’s death, reduced by one for each subsequent year.


	
 

	
 

	
 


	
 

	
(ii)

	
No
 Designated Beneficiary. If the Participant dies on or after the date
 distributions begin and there is no designated beneficiary as of September 30
 of the year after the year of the Participant’s death, the minimum amount
 that will be distributed for each distribution calendar year after the year
 of the Participant’s death is the quotient obtained by dividing the
 Participant’s account balance by the Participant’s remaining life expectancy
 calculated using the age of the Participant in the year of death, reduced by
 one for each subsequent year.





          (b)      Death
Before Date Distributions Begin. 


	
 

	
 

	
 


	
 

	
(i)

	
Participant
 Survived by Designated Beneficiary. If the Participant dies before the date
 distributions begin and there is a designated beneficiary, the minimum amount
 that will be distributed for each distribution calendar year after the year
 of the Participant’s death is the quotient obtained by dividing the
 Participant’s account balance by the remaining life expectancy of the
 Participant’s designated beneficiary, determined as provided in Section
 7.8(a). 


	
 

	
 

	
 


	
 

	
(ii)

	
No
 Designated Beneficiary. If the Participant dies before the date distributions
 begin and there is no designated beneficiary as of September 30 of the year
 following the year of the Participant’s death, distribution of





18








	
 

	
 

	
 


	
 

	
 

	
the
 Participant’s entire interest will be completed by December 31 of the
 calendar year containing the fifth anniversary of the Participant’s death.


	
 

	
 

	
 


	
 

	
(iii)

	
Death of
 Surviving Spouse Before Distributions to Surviving Spouse Are Required to
 Begin. If the Participant dies before the date distributions begin, the
 Participant’s surviving spouse is the Participant’s sole designated
 beneficiary, and the surviving spouse dies before distributions are required
 to begin to the surviving spouse under Section 7.8(a)(i)(B), this Section
 7.8(b)(iii) will apply as if the surviving spouse were the Participant. 








	
 

	
 

	
 


	
 

	
7.9

	
DEFINITIONS 





          The
following definitions shall apply for purposes of Sections 7.6 through 7.8: 


          (a)      Designated
beneficiary. The individual who is designated as the beneficiary under Section
7.3 of the Plan and is the designated beneficiary under Code Section 401(a)(9)
and Regulations Section 1.401(a)(9)-1, Q&A-4, of the Treasury Regulations. 


          (b)      Distribution
calendar year. A calendar year for which a minimum distribution is required.
For distributions beginning before the Participant’s death, the first
distribution calendar year is the calendar year immediately preceding the
calendar year which contains the Participant’s required beginning date. For
distributions beginning after the Participant’s death, the first distribution
calendar year is the calendar year in which distributions are required to begin
under Section 7.6(b). The required minimum distribution for the Participant’s
first distribution calendar year will be made on or before the Participant’s
required beginning date. The required minimum distribution for other
distribution calendar years, including the required minimum distribution for
the distribution calendar year in which the Participant’s required beginning
date occurs, will be made on or before December 31 of that distribution
calendar year. 


          (c)      Life
expectancy. Life expectancy as computed by use of the Single Life Table in
Regulation Section 1.401(a)(9)-9. 


          (d)      Participant’s
account balance. The account balance as of the last valuation date in the
calendar year immediately preceding the distribution calendar year (valuation
calendar year) increased by the amount of any contributions made and allocated
or forfeitures allocated to the account balance as of dates in the valuation
calendar year after the valuation date and decreased by distributions made in
the valuation calendar year after the valuation date. The account balance for
the valuation calendar year includes any amounts rolled over or transferred to
the Plan either in the valuation calendar year or in the distribution calendar
year if distributed or transferred in the valuation calendar year. 


          (e)      Required
beginning date. For a Participant who is not a five percent (5%) owner, the
required beginning date is the April 1 of the calendar year following the later
of (i) the calendar year in which the Participant attains age 701⁄2, or (ii) the
calendar year in which the Participant retires. The required beginning date for
a Participant who is a five percent (5%) owner (as defined in Code Section
416(i)) is April 1 of the calendar year following the calendar year in which
the Participant attains age 701⁄2. 


19








	
 

	
 

	
 


	
 

	
7.10

	
DISTRIBUTION
 FOR MINOR BENEFICIARY 





          If
a distribution is to be made to a minor, then the Administrative Committee may
direct that such distribution be paid to the legal guardian, or if none, to a
parent of such Beneficiary or a responsible adult with whom the Beneficiary
maintains his or her residence, or to the custodian for such Beneficiary under
the Uniform Gift To Minors Act, if permitted by the laws of the state in which
the Beneficiary resides. A payment to the legal guardian, custodian or parent
of a minor Beneficiary under this Section 7.10 shall fully discharge the
Trustee, the Bank, and the Plan from further liability on account thereof. 


	
 

	
 

	
 


	
 

	
7.11

	
LOCATION OF
 PARTICIPANT OR BENEFICIARY UNKNOWN 





          If
all, or any portion, of the distribution payable to a Participant or Beneficiary
under this Plan shall, at the expiration of five (5) years after it shall
become payable, remain unpaid solely by reason of the inability of the
Administrative Committee, after sending a registered letter, return receipt
requested, to the last known address, and after further diligent effort, to
ascertain the whereabouts of such Participant or his Beneficiary, the amount so
distributable shall be treated as a Forfeiture pursuant to the Plan. If a
Participant or Beneficiary is located subsequent to his or her benefit being
reallocated under this Section 7.11, the forfeited benefit shall be restored. 


	
 

	
 

	
 


	
 

	
7.12

	
LIMITATIONS
 ON BENEFITS AND DISTRIBUTIONS. 





          All
rights and benefits, including elections, provided to a Participant in this
Plan shall be subject to the rights afforded to any alternate payee under a
QDRO. Furthermore, a distribution to an alternate payee shall be permitted if
such distribution is authorized by a QDRO, even if the affected Participant has
not reached the earliest retirement age under the Plan. For the purposes of
this Section 7.12, “alternate payee,” “QDRO” and “earliest retirement age”
shall have the meaning set forth under Code Section 414(p). 


	
 

	
 

	
 


	
 

	
7.13

	
DIRECT
 ROLLOVERS 





          Despite
any provision of the Plan to the contrary that would otherwise limit a
distributee’s election under this Article VII, a distributee may elect, at the
time and in the manner prescribed by the Administrative Committee, to have any
portion of an eligible rollover distribution paid directly to an eligible
retirement plan specified by the distributee in a direct rollover. For purposes
of this Section 7.13, the following definitions shall apply: 


          (a)      Eligible
rollover distribution: An eligible rollover distribution is any distribution of
all or any portion of the balance to the credit of the distributee, except that
an eligible rollover distribution does not include: any distribution that is
one of a series of substantially equal periodic payments (not less frequently than
annually) made for the life (or life expectancy) of the distributee or the
joint lives (or joint life expectancies) of the distributee and the
distributee’s designated beneficiary, or for a specified period of ten years or
more; any distribution to the extent such distribution is required under Code
Section 401(a)(9); and the portion of any distribution that is not includible
in gross income (determined without regard to the exclusion for net unrealized
appreciation with respect to employer securities). 


20






          (b)      Eligible
retirement plan: An eligible retirement plan is an individual retirement
account described in Code Section 408(a), an individual retirement annuity
described in Code Section 408(b), an annuity plan described in Code Section
401(a)(3), an annuity contract described in Code Section 403(b), a qualified
trust described in Code Section 401(a), or an eligible plan under Code Section
457(b) which is maintained by state, political subdivision of a state, or any
agency or instrumentality of a state or political subdivision of a state and
which agrees to separately account for amounts transferred into such plan from
this Plan. 


          (c)      Distributee:
A distributee includes an Employee or former Employee. In addition, the
Employee’s or former Employee’s surviving spouse and the Employee’s or former
Employee’s spouse or former spouse who is the alternate payee under a QDRO are
distributees with regard to the interest of the spouse or former spouse. 


          (d)      Direct
rollover: A direct rollover is a payment by the Plan to the eligible retirement
plan specified by the distributee. 


VIII. TRUST AND TRUSTEES


	
 

	
 

	
 


	
 

	
8.1

	
TRUST AND
 TRUSTEE 





          (a)      There
is hereby established a trust for sole purpose of holding and investing the
Fund in accordance with the requirements of ERISA Section 403(a) and the terms
of this instrument. The trust shall consist of contributions under this Plan,
as adjusted for interest, gains and losses, less payments to Participants. By
executing this instrument, the Trustee hereby accepts appointment as such and
agrees to carry out its duties and obligations under this Plan. 


          (b)      The
Trustee shall discharge its duties hereunder solely in the interest of the
Participants and their Beneficiaries, and for the exclusive purpose of
providing benefits to Participants and Beneficiaries and Defraying reasonable
expenses of administering the Plans, (ii) with the care, skill, prudence, and
diligence under the circumstances then prevailing that a prudent person acting
in a like capacity and familiar with such matters would use in the conduct of
an enterprise of a like character and with like aims, (iii) in accordance with
the documents and instruments governing the Plan unless, in the good faith
judgment of the Trustee, the documents and instruments are not consistent with
the provisions of ERISA, and (iv) in a manner that does not constitute a
non-exempt prohibited transaction under Code Section 4975 of the Code or ERISA
Sections 406 or 407. 


	
 

	
 

	
 


	
 

	
8.2

	
GENERAL
 POWERS 





          The
Trustee shall have the following powers, rights and duties with respect to the
Fund in addition to those provided elsewhere in this instrument or by law. 


          (a)      To
receive and to hold all contributions paid to it under the Plan; provided,
however, that the Trustee shall have no duty to require any contributions to be
made to it, or to determine that the contributions received by it comply with
the provisions of the Plan or with any resolution of the Board of Directors
providing for such contribution. 


21






          (b)      To
retain in cash (pending investment, reinvestment or the distribution of
dividends) such reasonable amount as may be required for the proper administration
of the Trust and to invest such cash as provided in Article IV. 


          (c)      As
directed by the Administrative Committee, to make distributions from the Fund
to such persons or trusts, in such manner, at such times and in such forms as
directed without inquiring as to, whether a payee is entitled to the payment,
or as to whether a payment is proper, and without liability for a payment made
in good faith without actual notice or knowledge of the changed condition or
status of the payee. If any payment of benefits directed to be made from the
Fund by the Trustee is not claimed, the Trustee shall notify the Administrative
Committee of that fact promptly. The Administrative Committee shall make a
diligent effort to ascertain the whereabouts of the payee or distributee of
benefits returned unclaimed. The Trustee shall dispose of such payments as the
Administrative Committee shall direct. The Trustee shall have no obligation to
search for or ascertain the whereabouts of any payee or distributee of benefits
from the Fund. 


          (d)      To
vote or exercise other rights with respect to any Employer Stock in the Fund at
its discretion, except to the extent provided in the Plan, and to vote or
exercise other rights with regard to any other stocks, bonds or other securities
held in the Trust, or otherwise consent to or request any action on the part of
the issuer in person, by proxy or power of attorney. 


          (e)      To
contract or otherwise enter into transactions between the Trust and the Bank or
any Bank shareholder or other person, for the purpose of acquiring, selling, or
exchanging Employer Stock and, to retain in the Fund any Employer Stock so
acquired. 


          (f)      To
compromise, contest, arbitrate, settle or abandon claims and demands by or against
the Fund. 


          (g)      To
begin, maintain or defend any litigation necessary in connection with the
investment, reinvestment and administration of the Trust. 


          (h)      To
report to the Bank as of the last day of each Plan Year or at such other times
as may be required under the Plan, the then current fair market value of all
property held in the Fund, reduced by any liabilities other than liabilities to
Participants, as determined by the Trustee. 


          (i)      To
furnish to the Bank such other information as the Trustee may possess, which
the Administrative Committee requires in order to comply with the reporting and
disclosure requirements of ERISA. The Trustee shall keep accurate accounts of
all investments, earnings thereon. All accounts, books and records related to
such investments shall be open to inspection by any person designated from
time-to-time by the Bank or the Administrative Committee. All accounts of the
Trustee shall be kept on an accrual basis. The Bank may approve such accounting
by written notice of approval delivered to the Trustee or by failure to express
objection to such accounting in writing delivered to the Trustee within one
hundred twenty (120) days from the date upon which the accounting was delivered
to the Bank. Upon the receipt of a written approval of the accounting, or upon
the passage, of the period of time within which objection may be filed without
written objections having been delivered to the Trustee, such accounting shall
be deemed to be approved, and the Trustee shall be released and discharged as
to




22







all items, matters and things set forth in such account as fully as if such
accounting had been settled and allowed by decree, of a court of competent
jurisdiction in an action or proceeding in which the Trustee, the Bank and all
persons having or claiming to have any interest in the Fund or under the Plan
were parties.





          (j)      As
directed by the Administrative Committee, to pay any estate, inheritance,
income or other tax, charge or assessment attributable to any benefit which it
shall or may be required to pay out of such benefit; and to require before
making any payment such release or other document from any taxing authority and
such indemnity from the intended payee as the Trustee shall deem necessary for
its protection. 


          (k)     To
employ and to reasonably rely upon information and advice furnished by agents,
attorneys, appraisers, accountants or other persons of its choice for such
purposes as the Trustee considers necessary for the proper administration of
the Trust. 


          (l)      To
assume, until advised to the contrary, that the Trust established and
maintained under this Article VIII is qualified under Code Section 401(a) and
is entitled to tax-exempt status under Code Section 501(a). 


          (m)    To
invest and reinvest the assets of the Fund in personal property of any kind,
including, but not limited to bonds, notes, debentures, mortgages, equipment
trust certificates, investment trust certificates, guaranteed investment
contracts, preferred or common stock, and registered investment companies. 


          (n)     To
exercise any options, subscription rights and other privileges with respect to
Trust assets. 


          (o)     To
register ownership of any securities or other property held by it in its own
name or in the name of a nominee, with or without the addition of words
indicating that such securities are held in a fiduciary capacity, and may hold
any securities in bearer form, but the books and records of the Trustee shall
at all times reflect that all such investments are part of the Trust. 


          (p)     To
borrow such sum or sums from time to time as the Trustee considers necessary or
desirable and in the best interest of the Fund, and for that purpose to
mortgage or pledge any part of the Fund. 


          (q)     To
deposit securities with a clearing corporation as defined in Article 8 of the
Uniform Commercial Code. The certificates representing securities, including
those in bearer form, may be held in bulk form with, and may be merged into,
certificates of the same class of the same issuer which constitute assets of
other accounts or owners, without certification as to the ownership attached.
Utilization of a book-entry system may be made for the transfer or pledge of
securities held by the Trustee or by a clearing corporation. The Trustee shall
at all times, however, maintain a separate and distinct record of the
securities owned by the Trust. 


          (r)      To
participate in and use the Federal Book-Entry Account System, a service
provided by the Federal Reserve Bank for its member banks for deposit of
Treasury securities. 


23







          (s)          To
perform any and all other acts which are necessary or appropriate for the
proper management, investment and distribution of the Fund. 


          8.3          RESPONSIBILITY OF TRUSTEE. 


          The
Trustee shall not be responsible in any way for the adequacy of the Fund to
meet and discharge any or all liabilities under the Plan or for the proper
application of distributions made or other action taken upon the direction of
the Administrative Committee. 


          8.4          COMPENSATION AND EXPENSES. 


          The
Trustee shall be entitled to reasonable compensation for services, as agreed to
between the Bank and the Trustee from time to time in writing and to
reimbursement of all reasonable expenses incurred by it in the administration
of the Trust. The Trustee is authorized to pay from the Fund all expenses of
administering the Plan and Trust, including its compensation, compensation to
any agents employed by the Trustee and any accounting, legal and valuation
expenses, to the extent they are not paid directly by the Bank or any
Affiliated Employers. The Trustee shall be fully protected in making payments
of administrative expenses pursuant to the written directions of the
Administrative Committee. 


          8.5          CONTINUATION OF POWERS UPON TRUST TERMINATION. 


          Upon
termination of the Trust, the powers, rights and duties of the Trustee
hereunder shall continue until all Fund assets have been liquidated. 


          8.6          RESIGNATION. 


          The Trustee
may resign at any time by giving thirty (30) days’ advance written notice to
the Bank and the Administrative Committee. 


          8.7          REMOVAL OF THE TRUSTEE. 


          The
Bank may remove the Trustee for any reason or for no reason by giving thirty
(30) days advance written notice to the Trustee, subject to providing the
removed Trustee with satisfactory written evidence of the appointment of a
successor Trustee and of the successor Trustee’s acceptance of the trusteeship.



          8.8          DUTIES OF RESIGNING OR REMOVED TRUSTEE AND OF SUCCESSOR TRUSTEE. 


          If
the Trustee resigns or is removed, the Trustee shall promptly transfer and
deliver the assets of the Fund to the successor Trustee(s). Within 120 days,
the resigned or removed Trustee shall furnish to the Bank and the successor
Trustees) an account of its administration of the Trust from the date of its
last account. Each successor Trustee shall succeed to the title to the Fund
vested in its predecessor without the signing or filing of any further
instrument, but any resigning or removed Trustee shall execute all documents
and do all acts necessary to vest such title or record in any successor
Trustee. Each successor shall have all the powers, rights and duties conferred
by this Trust as if originally named Trustee. No successor Trustee shall be
personally


24







liable for any act or failure to act of a predecessor Trustee. With the
approval of the Administrative Committee, a successor Trustee may accept the
account rendered and the property delivered to it by its predecessor Trustee as
a full and complete discharge to the predecessor Trustee without incurring any
liability or responsibility for so doing. 





          8.9          FILLING TRUSTEE VACANCY. 


          The
Bank may fill a vacancy in the office of Trustee as soon as practicable by a
writing filed with the person or entity appointed to fill the vacancy. 


          8.10          DISAGREEMENT AS TO ACTS. 


          If
there is a disagreement between the Trustee and anyone as to any act or
transaction reported in any accounting, the Trustee shall have the right to
have its account settled by a court of competent jurisdiction. 


          8.11          PERSONS DEALING WITH TRUSTEE. 


          No
person dealing with the Trustee shall be required to see to the application of
any money paid or property delivered to the Trustee, or to determine whether or
not the Trustee is acting pursuant to any authority granted to it under or the
Plan. 


          8.12          MULTIPLE TRUSTEES. 


          In
the event that more than one person shall serve as co-trustees hereunder, then
the action of a majority of the co-trustees serving at any time shall be deemed
to be the action of the Trustee. 


          8.13          DEALINGS WITH THE ADMINISTRATIVE COMMITTEE 


          The
Administrative Committee may authorize one or more individuals to sign all
communications between the Administrative Committee and Trustee and shall at
all times keep the Trustee advised of the names of the members of the
Administrative Committee and the individuals authorized to sign on behalf of
the Administrative Committee. With the Trustee’s prior written consent, the
Administrative Committee may authorize the Trustee to act, without specific
directions or other directions or instructions from the Administrative Committee,
on any matter or class of matters with respect to which directions or,
instructions from the Administrative Committee may be required. The Trustee
shall be fully protected in relying on any communication sent by any authorized
person and shall not be required to verify the accuracy or validity of any
signature unless the Trustee has reasonable ground to doubt the authenticity of
any signature. If the Trustee requests any directions hereunder with respect to
a matter that is not within the Trustee’s sole discretion and does not receive
them, the Trustee shall act or refrain from acting, as it may determine, with
no liability for such action or inaction. If at any time person(s) serving as
members of the Administrative Committee and person(s) serving as the Trustee
are the same, then there shall be no need for written instructions from the
Administrative Committee to the Trustee, and all actions taken by the Trustee
shall be deemed to have been properly authorized by the Administrative
Committee. 


25






IX. DIVIDENDS


          9.1          PAYMENT OF DIVIDENDS. 


          All
dividends paid with respect to Employer Stock owned by the Trust shall, in the
discretion of the Bank: 


	
 

	
 

	
 


	
 

	
(i)

	
Be retained
 by the Trustee and added to the corpus of the Trust, 


	
 

	
 

	
 


	
 

	
(ii)

	
Be paid in
 cash directly to the Participants, 


	
 

	
 

	
 


	
 

	
(iii)

	
Be paid to
 the Trustee and distributed in cash to the Participants not later than ninety
 (90) days after the close of the Plan Year in which the dividend was paid, or
 


	
 

	
 

	
 


	
 

	
(iv)

	
Be used to
 repay a loan described in Section 4.4, the proceeds of which were used to
 acquire the Employer Stock with respect to which the dividend was paid. 





          9.2          ALLOCATION OF DIVIDENDS. 


          In
the event of a distribution or payment of dividends to the Participants, each
Participant shall receive that portion of dividends paid in the ratio in which
the balance of his or her Account on the preceding Anniversary Date bears to
the sum of the balances for the Accounts of all Participants on that date. In
the event the Trustee uses dividends paid on Employer Stock to repay a loan
described in Section 4.4, then for that Plan Year, Employer Stock must be
allocated to each Participant’s account that has a fair market value of not
less than the amount of such dividend that would otherwise have been allocated
to that Participant if the dividend had been distributed to the Participants.
If a Participant is prohibited from having certain Employer Stock allocated to
his Account because of Code Section 409(n), then the Trustee shall pay directly
to such Participant his proportionate share of the dividend in cash rather than
applying said dividend to the repayment of a loan described in Section 4.4. 


X. PUT OPTIONS


          10.1        APPLICATION 


          The
provisions of this Article apply only if (i) the Employer Stock is not, or
ceases to be, traded on an established securities market or (ii) is subject to
a restriction under any Federal or state securities law, or regulation
thereunder, which would make the security not as freely tradable as one not
subject to such restriction. 


          10.2        PUT OPTION 


          Upon
the distribution of shares of Employer Stock to a Participant, the distributee
shall have the right to require the Bank to purchase such shares, at their then
fair market value (herein referred to as the “put option”), in accordance with
the following terms and conditions: 


26






          (a)          The
put option must be exercised only by the Participant, or by the Participant’s
donees, or by a person (including an estate or its distributee) to whom the
shares pass by reason of a Participant’s death. For this purpose, “Participant”
shall mean a Participant in the Plan and Trust, and any Beneficiary of such
Participant.



          (b)          Although
the put option is binding upon the Bank, and not upon the Plan and Trust, the
Plan and Trust shall retain the option to assume the rights and obligations of
the Bank at the time of exercise of the put option. 


          (c)          If
it is known at the time that a loan is made to the Trust for the purpose of the
acquisition of Employer Stock, that Federal or state law will be violated by
the Bank’s honoring of the put option, the Employer Stock involved may be put
(in a manner consistent with such law) to a third party (e.g., an affiliate of
the Bank or a shareholder other than the Plan and Trust) that has substantial
net worth at the time the loan is made, and whose net worth is reasonably
expected to remain substantial. 


          (d)          The
put option is exercisable during the period of fifteen (15) months which begins
on the date the Employer Stock is distributed to the Participant by the Plan
and Trust, and must be exercised (if at all) by written notification to the
Bank. 


          (e)          The
price to be paid by the Bank upon exercise of the put option shall be the then
fair market value of the shares, determined by the Trustee as of the Valuation
Date coinciding with or immediately preceding the date of distribution;
provided, however, that if the fair market value of shares of Employer Stock is
determined after such Valuation Date but prior to the date of distribution of
the shares, the fair market value as determined as of the more recent valuation
shall control. For this purpose, fair market value shall be determined in
accordance with the provisions of Section 4.2, respecting the valuation of
shares of Employer Stock held in the Trust. 


          (f)          If
the balance to the credit of a Participant’s account is distributed within one
(1) taxable year, the purchase price for the shares of Employer Stock shall be
paid in substantially equal annual, quarterly or monthly payments over a period
beginning not later than thirty (30) days after the exercise of the put option
and not exceeding five (5) years. Interest on the unpaid balance shall accrue
and shall be paid with each payment of principal, at a reasonable rate of
interest. Adequate security shall be provided for the obligations. If a
Participant’s account balance is distributed to him or her in installments, the
purchase price for the shares of Employer Stock shall be paid in cash no later
than thirty (30) days after the exercise of the put option. 


          (g)          The
terms of the put option and the administration of the Employer Stock purchase
provisions of this Plan and Trust shall be conducted according to a uniform,
nondiscriminatory policy established by the Bank with respect to Participants
similarly situated. 


XI. RIGHT OF FIRST REFUSAL


          11.1        APPLICATION 


          The
provision of Sections 11.2 and 11.3 below apply only if the Employer Stock is
not, or ceases to be, traded on an established securities market. 


27






          11.2          RIGHT OF FIRST REFUSAL 


          Any
Participant or transferee who desires to transfer (whether by sale, gift or
bequest) any shares of Employer Stock shall first offer in writing such shares
for sale to the Bank at the same price and upon the same terms offered to such
shareholder by a bona fide prospective purchaser of such shares. In the case of
gifts or bequests, such shares shall first be offered for sale to the Bank at
the fair market value of shares as determined under Section 4.2. Such written
offer must be presented to the Bank and the option periods set forth below must
have expired prior to the making of any gift or prior to the transfer out of a
Participant’s or transferee’s estate. The Bank shall have the option for seven
(7) days after the later of (i) the death of the Participant or transferee, or
(ii) the Bank’s receipt of such written offer, to accept such offer. If, within
such seven-day period, the Bank fails to accept such offer in its entirety, its
option hereunder as to such offer shall terminate. Thereupon, immediately
following the termination of said offer as to the Bank, the said same offer
shall be deemed without further writing to have been renewed and reinstated as
to the Trust, and the Trust shall have the option for three (3) days after the
termination of the Bank’s option to purchase such part or all of the stock
which the offering shareholder desires to transfer. If the option is not
exercised within the seven (7) day period, then the shareholder so desiring to
transfer part or all of his or her Employer Stock shall have the right for a
period ending on the thirtieth (30th) day after the expiration of the aforesaid
seven (7) day period, to transfer such stock to, and only to, the donee or
beneficiary or in the case of a sale, to the aforesaid bona fide prospective
purchaser in the same quantity, at the same price, and upon the same terms as
were offered to the Bank and/or the Trust. In the case of gifts or bequests, if
the option is not exercised by the Bank or the Trustee then such shares may be
transferred to the donees, legatees or heirs of the transferor. In case of any
transfer by reason of gift or death under this Section 11.2, the legatees,
heirs, next of kin, donees or other transferees shall receive and hold such
stock subject to the restrictions on encumbrance and disposition set forth in
this Article XI. 


          11.3          ENDORSEMENT OF CERTIFICATES 


          Prior
to the distribution of any shares of Employer Stock to a Participant, the
Trustee shall have the Bank endorse such shares as follows:’ 




“The shares
 represented by this certificate are subject to a Right of First Refusal as
 set forth in Section 11.2 of the Auburn Savings Bank, FSB Employee Stock
 Ownership Plan and Trust, as amended from time to time, restricting the free
 transferability of said shares. The Bank will mail to the holder of this
 certificate, without charge, a copy of the terms of such Right of First
 Refusal within five (5) days after receiving a written request therefor.” 


28






XII. ADMINISTRATIVE COMMITTEE


          12.1          STATUS



          The
Administrative Committee (i) is a “named fiduciary” for purposes of ERISA
Section 402(a)(1) with authority to control and manage the operation and
administration of the Plan, (ii) is responsible for complying with all of the
reporting and disclosure requirements of Part 1 of Subtitle B of Title I of
ERISA, and (iii) has the power and authority in its sole, absolute and
uncontrolled discretion to control or manage the operation and administration
of the Plan, including all powers necessary to accomplish these purposes. The
Administrative Committee will not, however, have any authority over the
investment of assets of the Trust in its capacity as such. 


          12.2          POWERS 


          The
Administrative Committee has full discretionary power to administer the Plan in
all of its details in accordance with the requirements of ERISA and other
applicable laws. For this purpose the Administrative Committee’s discretionary
powers include, but are not be limited to, the following: 


	
 

	
 

	
 


	
 

	
(i)

	
To make and
 enforce such rules and regulations as it deems necessary or proper for the
 efficient administration of the Plan or required to comply with applicable
 law; 


	
 

	
 

	
 


	
 

	
(ii)

	
To interpret
 and construe the Plan; 


	
 

	
 

	
 


	
 

	
(iii)

	
To decide
 all questions concerning the Plan and the eligibility of any person to
 participate in the Plan; 


	
 

	
 

	
 


	
 

	
(iv)

	
To compute
 the amounts to be distributed under the Plan, and to determine the person or
 persons to whom such amounts will be distributed; 


	
 

	
 

	
 


	
 

	
(v)

	
To authorize
 the payment of distributions; 


	
 

	
 

	
 


	
 

	
(vi)

	
To keep such
 records and submit such filings, elections, applications, returns or other
 documents or forms as may be required under the Code and applicable
 regulations, or under other federal, state or local law and regulations; 


	
 

	
 

	
 


	
 

	
(vii)

	
To allocate
 and delegate its ministerial duties and responsibilities and to appoint such
 agents, counsel, accountants and consultants as may be required or desired to
 assist in administering the Plan; and 


	
 

	
 

	
 


	
 

	
(viii)

	
By written
 instrument, to allocate and delegate its fiduciary responsibilities in
 accordance with ERISA Section 405. 





29








          12.3        DUTIES 


          The
Administrative Committee shall decide any disputes which may arise relative to
the rights of Participants and/or Employees, past and present, and their
Beneficiaries, under the terms of this Plan, shall give instructions and
directions to the Trustee as necessary and, in general, shall direct the
administration of the Plan; provided that the Administrative Committee may not,
through interpretation of or action under the Plan (including amendment or
termination under Article XIII), increase the burden imposed upon the Trustee
without the Trustee’s consent. The Administrative Committee shall keep records
containing all relevant data pertaining to any person affected hereby and his
rights under the Plan and shall ascertain that such person receives the
benefits to which he or she is entitled. No member of the Administrative
Committee shall have any right to vote or decide upon any matter relating
solely to himself or any of his rights or benefits under this Plan. 


          (a)          The
Administrative Committee shall establish accounting procedures for the purpose
of making the allocations, valuations, and adjustments to both the Account and
Employer Stock Account of each Participant and it shall maintain adequate
records of the cost basis of Employer Stock allocated to each Participant’s
Employer Stock Account. 


          (b)          The
Administrative Committee shall determine the eligibility of Participants,
according to the provision of this Plan, from the information furnished to it
by the Bank. 


          (c)          Wherever,
under the provisions of this Plan, discretion is granted to the Administrative
Committee which affects the benefits, rights and privileges of Participants,
such discretion shall be exercised uniformly so that all Participants similarly
situated shall be similarly treated. 


          12.4        EFFECT OF INTERPRETATION OR DETERMINATION 


          Any
interpretation of the Plan or other determination with respect to the Plan by
the Administrative Committee will be final, conclusive and binding on all
persons in the absence of clear and convincing evidence that the committee
acted arbitrarily and capriciously. 


          12.5        RELIANCE ON TABLES, ETC. 


          In
administering the Plan, the Administrative Committee is entitled, to the extent
permitted by law, to rely conclusively on all tables, valuations, certificates,
opinions and reports which are furnished by any accountant, trustee, counsel or
other expert who is employed or engaged by the Administrative Committee or by
the Bank on the committee’s behalf. 


          12.6        CLAIMS
AND REVIEW PROCEDURES. 


          The
following claims procedure is intended to conform with the requirements of
ERISA Section 503: 


          (a)          If
any person believes he or she is being denied any rights or benefits under the
Plan, such person may file a claim in writing with the Administrative
Committee. If any such claim is wholly or partially denied, the Administrative
Committee will notify such person of its


30







decision in writing. Such notification
will contain (i) specific reasons for the denial, (ii) specific reference to
pertinent plan provisions, (iii) a description of any additional material or
information necessary for such person to perfect such claim and an explanation
of why such material or information is necessary and (iv) information as to the
steps to be taken if the person wishes to submit a request for review. Such
notification will be given within 90 days after the claim is received by the Administrative
Committee (or within 180 days, if special circumstances require an extension of
time for processing the claim, and if written notice of such extension and
circumstances is given to such person within the initial 90 day period). If
such notification is not given within such period, the claim will be considered
denied as of the last day of such period and such person may request a review
of his or her claim. 




          (b)          Within
60 days after the date on which a person receives a written notice of a denied
claim (or, if applicable, within 60 days after the date on which such denial is
considered to have occurred) such person (or his or her duly authorized
representative) may (a) file a written request with the Administrative
Committee for a review of his or her denied claim by the Administrative
Committee, (b) submit written issues and comments to the Administrative
Committee and (c) review pertinent documents. The Administrative Committee will
notify such person of its decision in writing. Such notification will be
written in a manner calculated to be understood by such person and will contain
specific reasons for the decision as well as specific references to pertinent
plan provisions. The decision on review will be made within 60 days after the
request for review is received by the Administrative Committee (or within 120
days, if special circumstances require an extension of time for processing the
request, such as an election by the Administrative Committee to hold a hearing,
and if written notice of such extension and circumstances is given to such
person within the initial 60 day period). If the decision on review is not made
within such period, the claim will be considered denied. 


          12.7        INDEMNIFICATION



          The Bank
agrees to indemnify and defend to the fullest extent of the law any Employee,
officer or director of the Bank (i) who serves or has served on the
Administrative Committee, (ii) who assists the Administrative Committee in
administering the Plan as part of his or her employment duties with the Bank,
or (iii) to whom the Administrative Committee has delegated any of its duties
or responsibilities, including any former Employee, officer or director
described in (i) or (ii) against any liabilities, damages, costs and expenses
(including attorneys’ fees and amounts paid in settlement of any claims
approved by the Bank occasioned by any act or omission to act in connection
with the Plan, if such act or omission to act is in good faith and without
gross negligence. 


          12.8        ANNUAL
REPORT 


          The
Administrative Committee shall submit annually to the Bank a report showing in
reasonable summary form, the financial position of the Trust and giving a brief
account of the operations of the Plan for the past year, and such further
information as the Bank may reasonably require. 


31








	
 

	
 

	
 


	
 

	
12.9

	
EXPENSES OF
 PLAN 





          The
Administrative Committee may direct a Trustee to pay from the Fund any or all
expenses of administering the Plan, to the extent such expenses are reasonable.
The Administrative Committee will determine what constitutes a reasonable
expense of administering the Plan, and whether such expenses shall be paid from
the Trust. The Administrative Committee may also allocate administrative
charges attributable to specific plan expenses, including but not limited to
determinations regarding QDROs and plan loan origination fees, to the affected
Participant or Beneficiary’s Account. Any such expense not paid out of the
Trust shall be paid by the Bank or the Affiliated Employers; provided, however,
that to the extent permitted by ERISA, the Administrative Committee may direct
a Trustee to reimburse the Bank or the Affiliated Employers, as the case may
be, out of the Trust for a reasonable expense of administering the Plan which
is paid prior to a determination with respect to such expense. 


	
 

	
 

	
 


	
 

	
12.10

	
LIMITATION
 OF LIABILITY 





          No
bond or other security shall be required of any member of the Administrative Committee, unless the
member handles funds or other property of the Plan. A member of the committee
shall not be liable or responsible for the acts of commission or omission of
another fiduciary unless (i) the member knowingly participates or knowingly
attempts to conceal the act or omission of another fiduciary and the member
knows the act or omission is a breach of fiduciary responsibility by the other
fiduciary, (ii) the member has knowledge of a breach by another fiduciary and
shall not make reasonable effort to remedy the breach, (iii) the member’s
breach of his or her own fiduciary responsibility permits another fiduciary to
commit a breach. 


          (a)      Neither
the Trustee nor any member of the Administrative Committee shall be liable for
any loss or damage or depreciation which may result in connection with the
execution of their duties or the exercise of its discretion or from any other
act or omission hereunder, except when due to gross negligence or willful
misconduct. At the request of the Administrative Committee, the Trustee is
authorized to purchase insurance for the Trustee and the members of the Administrative
Committee to cover liability or loss resulting from their acts or omissions. To
the extent not covered by insurance, the Trust shall pay all cost and expenses
(including legal fees) that a member of the Administrative Committee or Trustee
may incur as a result of serving as such unless it is determined by a court of
competent jurisdiction that such acts or omissions were due to gross negligence
or willful misconduct. 


          (b)      No
fee or compensation shall be paid to any member of the Administrative Committee
for his services as a committee member. Any expenses properly incurred by the
Administrative Committee shall be reimbursed or paid by the Trust. 


	
 

	
 

	
 


	
 

	
12.11

	
ACCOUNTS 





          The
Administrative Committee shall establish and maintain separate individual
Employer Stock Accounts and Other Investment Accounts for each Participant, as
well as for each Former Participant who has an interest in the Plan. Such
separate Employer Stock Accounts and Other Investment Accounts shall not require
a segregation of the Trust assets and no Participant shall acquire a specific
asset of the Trust as a result of the allocations provided for in the Plan. 


32






XIII. AMENDMENTS AND TERMINATION


	
 

	
 

	
 


	
 

	
13.1

	
PLAN
 AMENDMENTS 





          The
Bank may amend this Plan in any manner and at any time, provided, however, that
no amendment shall prejudice a Participant’s or Beneficiary’s existing rights
nor revert any interest in the Trust assets, income or principal, to the Bank.
An amendment shall be made by resolution of the Board of Directors and shall be
effective upon delivery of a written instrument, executed by order of the Board
of Directors to the Trustee. No amendment which affects the rights,
responsibilities or duties of the Trustee may be made without the written
consent of the Trustee. 


	
 

	
 

	
 


	
 

	
13.2

	
TERMINATION
 OF CONTRIBUTIONS 





          The
Bank has established this Plan with the bona fide intention and expectation
that from year to year it will be able to and will deem it advisable to make
its contributions as herein provided. The Bank, however, realizes that
circumstances not now foreseen or circumstances beyond its control may make it
either impossible or inadvisable to continue to make its contributions as
herein provided. In the event the Board of Directors decides it is impossible
or inadvisable for the Bank to continue to make its contributions as herein
provided, the Board of Directors shall have the power to terminate the Bank’s
contributions by appropriate resolutions. A certified copy of such resolution
or resolutions shall be delivered to the Administrative Committee, and as soon
as possible thereafter, the Administrative Committee shall send or deliver to
each Participant and Beneficiary a copy of the same. After the date specified
in such resolution or resolutions, the Bank shall make no further contributions
under this Plan. In the event of such termination of contributions by the Bank,
the Plan and Trust shall remain in existence, and all of the provisions of the
Plan and the Trust shall remain in force which are necessary, in the opinion of
the Administrative Committee, other than the provisions for contributions by
the Bank, and all of the assets in the Trust on the date specified in such
resolution or resolutions shall be held, administered and distributed by the
Administrative Committee and the Trustee, in the manner provided herein.
Despite any other provisions of the Plan, upon complete discontinuance of
contributions to the Plan, Participants will be fully vested in their Account
balances. 


	
 

	
 

	
 


	
 

	
13.3

	
TERMINATION
 OF PLAN 





          If
the Board of Directors shall terminate the Bank’s contributions, in accordance
with Section 13.2, the Board of Directors shall also have the power to
terminate the Plan and Trust completely or partially, by appropriate resolution
specifying the date of such termination, certified copies of which shall be
delivered to the Administrative Committee, provided, however, that upon
complete or partial termination of the Plan or complete discontinuance of
contributions by the Bank to the Trust, the rights of each Participant to the
amounts credited to his or her Account, at such time, are non-forfeitable and
fully vested in each such Participant. Upon complete or partial termination of
the Plan and Trust, after payment of all expenses and after adjustment of
Participants’ and Beneficiaries’ shares for expenses, profits, losses and any
other necessary adjustments, there shall be paid to each Participant and each
Beneficiary the amount of his or her share in the Trust, in a lump sum. 


33






XIV. TOP HEAVY PROVISIONS


	
 

	
 

	
 


	
 

	
14.1

	
PROVISIONS
 TO APPLY 





          The
provisions of this Article XIV shall apply for any top-heavy Plan Year
notwithstanding anything to the contrary in the Plan. All determinations under
this Article XIV will be made in accordance with the provisions of Code Section
416 and the Regulation promulgated thereunder, which are specifically
interpreted herein by reference. 


	
 

	
 

	
 


	
 

	
14.2

	
MINIMUM
 CONTRIBUTION 





          For
any Plan Year which is a top-heavy plan year, Participating Employers shall
contribute to the Trust a minimum contribution on behalf of each Participant
who is not a key employee for such year and who has not experienced a severance
from employment with Participating Employers by the end of the Plan Year. The
minimum contribution shall, in general, equal 3% of each such Participant’s
Compensation, but shall be subject to the following special rules: 


          (a)      If
the largest contribution on behalf of a key employee for such year is equal to
less than 3% of the key employee’s Compensation, such lesser percentage shall
be the minimum contribution percentage for Participants who are not key
employees. This special rule shall not apply, however, if the Plan is required
to be included in an aggregation group and enables a defined benefit plan to
meet the requirements of Code Sections 401(a)(4) or 410. 


          (b)      No
minimum contribution will be required with respect to a Participant who is also
covered by another top-heavy defined contribution plan of the Bank or a
Participating Employer which meets the vesting requirements of Code Section
416(b) and under which the Participant receives the top-heavy minimum
contribution. 


          (c)      If
a Participant is also covered by a top-heavy defined benefit plan of the Bank
or an Participating Employer, “5%” shall be substituted for “3%” above in
determining the minimum contribution. 


          (d)      The
minimum contribution with respect to any Participant who is not a key employee
for the particular year will be offset by any Bank contributions under Section
3.1, and qualified non-elective contributions (within the meaning of Code
Section 401(m)(4)(c)) and qualified matching contributions (within the meaning
of Regulation Section 1.401(k)1(a)(6)) if any, under another plan of
Participating Employers. Matching Contributions that are used to satisfy the
minimum contribution requirements shall be treated as matching contributions
for purposes of the actual contribution percentage test and other requirements
of Code Section 401(m). 


          (e)      If
additional minimum contributions are required under this Section, such
contributions shall be credited to the Participant’s Account. 


          (f)      A
minimum contribution required under this Section shall be made even though,
under other Plan provisions, the Participant would not otherwise be entitled to
receive an allocation for the year because of the Participant’s failure to
complete 1,000 Hours of Service. 


34







	
 

	
 

	
 


	
 

	
14.3

	
DEFINITIONS 





          For
purposes of this Article XIV, the following terms have the following meanings: 


          (a)      “Key
employee” means a key employee described in Code Section 416(i)(I) and “non-key
employee” means any employee who is not a key employee (including employees who
are former key employees); 


          (b)      “Top-heavy
plan year” means a Plan Year if any of the following conditions exist: 


	
 

	
 

	
 


	
 

	
(i)

	
The
 top-heavy ratio for the Plan exceeds 60 percent and the Plan is not part of
 any required aggregation group or permissive aggregation group of plans; 


	
 

	
 

	
 


	
 

	
(ii)

	
This Plan is
 a part of a required aggregation group of plans but not part of a permissive
 aggregation group and the top-heavy ratio for the group of plans exceeds 60
 percent; or 


	
 

	
 

	
 


	
 

	
(iii)

	
The Plan is
 part of a required aggregation group and part of a permissive aggregation
 group of plans and the top-heavy ratio for the permissive aggregation group
 exceeds 60 percent. 





          (c)      “Top-heavy
ratio” 


	
 

	
 

	
 


	
 

	
(i)

	
If any
 Participating Employer maintains one or more defined contribution plans
 (including any Simplified Employee Pension Plan) and the Participating
 Employer has not maintained any defined benefit plan which during the 5-year
 period ending on the determination date(s) has or has had accrued benefits,
 the top-heavy ratio for the Plan alone or for the required or permissive
 aggregation group as appropriate is a fraction, the numerator of which is the
 sum of the account balances of all key employees on the determination date(s),
 and the denomination of which is the sum of all account balances, both
 computed in accordance with Code Section 416. Account balances shall be
 increased by distributions made during the 1-year period ending on the
 determination date(s) (including distributions under a terminated plan which,
 had it not been terminated, would have been aggregated with the Plan under
 Code Section 416(g)(2)(A)(i)); provided, however, that with respect to
 distributions made for a reason other than severance from employment, death
 or disability, the preceding clause shall be applied by substituting “1-year
 period” for “1-year period.” Both the numerator and the denominator of the
 top-heavy ratio are increased to reflect any contribution not actually made
 as of the determination date, but which is required to be taken into account
 on that date under Code Section 416.


	
 

	
 

	
 


	
 

	
(ii)

	
If a
 Participating Employer maintains one or more defined contribution plans
 (including any Simplified Employee Pension Plan) and the Participating Employer
 maintains or has maintained one or more defined





35







	
 

	
 

	
 


	
 

	
 

	
benefit plans which during
 the 5-year period ending on the determination date(s) has or has had any
 accrued benefits, the top-heavy ratio for any required or permissive
 aggregation group as appropriate is a fraction, the numerator of which is the
 sum of the account balances under the aggregated defined contribution plan or
 plans for all key employees, determined in accordance with Section
 14.3(c)(1), and the present value of accrued benefits under the aggregated
 defined benefit plan or plans for all key employees as of the determination
 date(s), and the denominator of which is the sum of the account balances
 under the aggregated defined contribution plan or plans for all participants,
 determined in accordance with Section 14.3(c)(i), and the present value of
 all accrued benefits under the defined benefit plan or plans for all
 participants as of the determination date(s), all determined in accordance
 with Code Section 416. The accrued benefits under a defined benefit plan in
 both the numerator and denominator of the top-heavy ratio are increased for
 any distribution of an accrued benefit in the manner described in Section
 14.3(c)(i). 


	
 

	
 

	
 


	
 

	
(iii)

	
For purposes
 of Sections 14.3(c)(1) and (ii), the value of account balances and the
 present value of accrued benefits will be determined as of the most recent
 valuation date that falls within or ends with the 12-month period ending on
 the determination date, except as provided in Code Section 416 for the first
 and second plan years of a defined benefit plan. The account balances and
 accrued benefits of a participant (A) who is not a key employee but who was a
 key employee in a prior year, or (B) who has not been credited with at least
 one Hour of Service with any employer maintaining the plan at any time during
 the 1-year period ending on the determination date will be disregarded. The
 calculation of the top-heavy ratio, and the extent to which distributions,
 rollovers, and transfers are taken into account will be made in accordance
 with Code Section 416. Deductible employee contributions will not be taken
 into account for purposes of computing the top-heavy ratio. When aggregating
 plans, the value of account balances and accrued benefits will be calculated
 with reference to the determination dates that fall within the same calendar
 year. 


	
 

	
 

	
 


	
 

	
(iv)

	
The accrued
 benefit of a Participant other than a key employee shall be determined under
 (A) the method, if any, that uniformly applies for accrual purposes under all
 defined benefit plans maintained by the employer, or (B) if there is no such
 method, as if such benefit accrued not more rapidly than the slowest accrual
 rate permitted under the fractional rule of Code Section 411(b)(1)(C). 





          (d)      The
“permissive aggregation group” is the required aggregation group of plans plus
any other plan or plans of the employer which, when considered as a group with
the required aggregation group, would continue to satisfy the requirements of
Code Sections 401(a)(4) and 410. 


36






          (e)      The
“required aggregation group” is (i) each qualified plan of the employer in
which at least one key employee participates or participated at any time during
the determination period (regardless of whether the plan has terminated), and
(ii) any other qualified plan of the employer which enables a plan described in
clause (i) to meet the requirements of Code Sections 401(a)(4) and 410(b). 


          (f)       For
purposes of computing the top-heavy ratio, the “valuation date” shall be the
last day of the applicable plan year. 


          (g)      For
purposes of establishing present value to compute the top-heavy ratio, any
benefit shall be discounted only for mortality and interest based on the interest
and mortality rates specified in the defined benefit plan(s), if applicable. 


          (h)      The
term “determination date” means, with respect to the initial plan year of a
plan, the last day of such plan year and, with respect to any other plan year
of a plan, the last day of the preceding plan year of such plan. The term
“applicable determination date” means, with respect to the Plan, the
determination date for the Plan Year of reference and, with respect to any
other plan, the determination date for any plan year of such plan which falls
within the same calendar year as the applicable determination date of the Plan.



XV. DEFINITIONS


          As
used in this instrument, the following terms shall mean the following: 


          (a)      ACCOUNT
means, with respect to each Participant, the aggregate value of his or her
Employer Stock Account and Other Investment Account. 


          (b)      ADMINISTRATIVE
COMMITTEE means the person or persons designated by the Board of Directors to
act as such under Article XIII, provided, however, that if the Board of
Directors fails to appoint the Administrative Committee, the Compensation
Committee of the Board of Directors will serve as the Administrative Committee.



          (c)      AFFILIATED
EMPLOYER means the Bank and any corporation which is a member of a controlled
group of corporations, as defined in Code Section 414(b), which includes the
Bank; any trade or business (whether or not incorporated) which is under common
control, as defined in Code Section 414(c) with the Bank; any organization
(whether or not incorporated) which is a member of an affiliated service group,
as defined in Code Section 414(m), which includes the Bank; and any other
entity required to be aggregated with the Bank pursuant to Regulations under
Code Section 414(o). 


          (d)      ANNIVERSARY
DATE means the 31st day of December each year. 


          (e)      BANK
means Auburn Savings Bank, FSB. 


          (f)      BENEFICIARY
means a person entitled to benefits hereunder as beneficiary of a deceased
Participant or as beneficiary of a deceased Beneficiary. 


37






          (g)      BOARD
OF DIRECTORS means the Board of Directors of the Bank, as from time to time
constituted. 


          (h)      CODE
means the Internal Revenue Code of 1986, as amended or replaced from time to
time. 


          (i)       COMPENSATION
means, with respect to any Participant, total remuneration paid by the Employer
for a Plan Year. Compensation in excess of $225,000, as adjusted for increases
in the cost of living at the same time and in such manner as permitted under
Code Section 401(a)(17)(B), shall be disregarded. The cost-of-living adjustment
in effect for a calendar year applies to any period, not exceeding 12 months,
over which compensation is determined (determination period) beginning with or
within such calendar year. If a determination period consists of fewer than 12
months, the annual compensation limit will be multiplied by a fraction, the
numerator of which is the number of months in the determination period, and the
denominator of which is 12. Compensation shall include any amount which is
contributed by the Bank pursuant to a salary reduction agreement and which is
not includible in the gross income of the Employee under Code Sections 124,
132(f), 401(k), 402(h) and 403(b). 


          (j)       EMPLOYER
STOCK means shares of the Bank’s voting common stock having a combined voting
power and dividend rights equal to or exceeding that class of the Bank’s common
stock having the greatest voting power and dividend rights. 


          (k)      EMPLOYER
STOCK ACCOUNT means the account of a Participant which is credited with the
shares of Employer Stock purchased and paid for by the Trust or contributed to
the Trust. 


          (l)       ERISA
means the Employee Retirement Income Security Act of 1974, as amended from time
to time. 


          (m)     ELIGIBLE
EMPLOYEE means any Employee other than (i) an Employee covered by a collective
bargaining agreement as to which retirement benefits were the subject of good
faith bargaining, (ii) an Employee who is a nonresident alien and who receives
no U.S. source income (iii) an individual who is not characterized by or
treated by the Bank as a common law employee of the Participating Employer, and
(iv) an individual hired on a temporary basis through a staffing or temporary
agency. If an individual described in clause (iii) is reclassified or deemed to
be reclassified as a common law employee of a Participating Employer and meets
the definition of an Eligible Employee, the individual will be eligible to
participate in the Plan as of the actual date of such reclassification (to the
extent such individual otherwise qualifies as an Eligible Employee). If the
effective date of reclassification is prior to the actual date of such
reclassification, in no event will the reclassified individual be eligible to
participate in the Plan retroactively to the effective date of such
reclassification. In no event shall a Leased Employee within the meaning of
Code Section 414(n) become an Eligible Employee until he or she is actually
employed by a Participating Employer. 


          (n)      EMPLOYEE
means any individual employed by the Bank, (i) excluding independent
contractors and (ii) including a Leased Employee and any other individual required
to be treated as an employee pursuant to Code Sections 414(n) and 414(o). 


38






          (o)      ENTRY
DATE means January 1 and July 1 of each Plan Year. 


          (p)      FIDUCIARY
means any person who (i) exercises any discretionary authority or discretionary
control respecting management of the Plan or exercises any authority or control
respecting management or disposition of its assets, (ii) renders investment
advise for a fee or other compensation, direct or indirect, with respect to any
monies or other property of the Plan or has any authority or responsibility to
do so, or (iii) has any discretionary authority or discretionary responsibility
in the administration of the Plan, including, but not limited to, the Trustee,
the Employer and its representative body, and the Committee. 


          (q)      FORFEITURE
means that portion of a Participant’s Account that is not vested, and occurs on
the earlier of (i) the distribution of the entire vested portion of a
Participant’s Account, or (ii) the last day of the Plan Year in which the
Participant incurs five (5) consecutive One-Year Breaks in Service. In the
event of a distribution under clause (i), in the case of a terminated
Participant whose vested benefit is zero, such Terminated Participant shall be
deemed to have received a distribution of his or her vested benefit upon his
termination of employment. In addition, the term Forfeiture shall also include
amounts deemed to be Forfeitures pursuant to any other provision of this Plan. 


          (r)       FORMER
PARTICIPANT means a person who has been a Participant, but who has ceased to be
a Participant for any reason. 


          (s)       FUND
means the assets of the Plan as from time-to-time constituted. 


          (t)       HIGHLY
COMPENSATED EMPLOYEE means any Employee who (i) was a five percent (5%) owner
(as defined in Code Section 416(i)(1)(B)(i)) of the Employer at any time during
the current or the preceding Plan Year, or (ii) for the preceding Plan Year,
(A) had compensation from the Employer in excess of $105,000 (as adjusted by
the Secretary pursuant to Code Section 415(d), and (B) if the Employer elects
the application of this clause for such preceding year, was in the top-paid
group of Employees for such preceding year. For this purpose, an Employee is in
the top-paid group of Employees for any year if such Employee is in the group
consisting of the top twenty percent (20%) of the Employees when ranked on the
basis of compensation paid during such year. A Former Employee shall be treated
as a highly compensated employee if he or she was a highly compensated employee
when he or she separated from service, or was a highly compensated employee at
any time after attaining age 55. 


          (u)      HIGHLY
COMPENSATED PARTICIPANT means a Highly Compensated Employee who is eligible to
participate in the Plan. 


          (v)      HOUR
OF SERVICE means: 


	
 

	
 

	
 


	
 

	
(i)

	
each hour
 for which an Employee is directly or indirectly compensated or entitled to
 compensation by the Employer for the performance of duties during the
 applicable computation period; 


	
 

	
 

	
 


	
 

	
(ii)

	
each hour
 for which an Employee is directly or indirectly compensated or entitled to
 compensation by the Employer (irrespective of whether the employment
 relationship has terminated) for reasons other than





39







	
 

	
 

	
 


	
 

	
 

	
performance of duties
 (such as vacation, holidays, sickness, jury duty, disability, lay-off,
 military duty or leave of absence) during the applicable computation period; 


	
 

	
 

	
 


	
 

	
(iii)

	
each hour
 for which back pay is awarded or agreed to by the Employer without regard to
 mitigation of damages. 






The same Hours
of Service shall not be credited both under (i) or (ii), as the case may be,
and under (iii). 


          Despite
the forgoing, (x) no more than 501 Hours of Service are required to be credited
to an Employee on account of any single continuous period during which the
Employee performs no duties (whether or not such period occurs in a single
computation period); (y) an hour for which an Employee is directly or
indirectly paid, or entitled to payment, on account of a period during which no
duties are performed is not required to be credited to the Employee if such
payment is made or due under a plan maintained solely for the purpose of
complying with applicable worker’s compensation, or unemployment compensation
or disability insurance laws; and (z) Hours of Service are not required to be
credited for a payment which solely reimburses an Employee for medical or
medically related expenses incurred by the Employee. 


          An
Hour of Service must be counted for purpose of determining a Year of Service, a
year of participation for purposes of accrued benefits, a One-Year Break in
Service, and employment commencement date (or reemployment commencement date).
The provisions of Department of Labor regulations Sections 2530.200b-2(b) and
(c) are incorporated herein by reference. 


          (w)     NON-HIGHLY
COMPENSATED PARTICIPANT means any Participant who is not a Highly Compensated
Employee. 


          (x)      NORMAL
RETIREMENT DATE means the Anniversary Date coinciding with or next following
the Participant’s Normal Retirement Age (65th birthday). A Participant shall
become fully Vested in his Account upon attaining his Normal Retirement Age. 


          (y)      ONE-YEAR
BREAK IN SERVICE shall mean the applicable computation period during which an
Employee has not completed more than 500 Hours of Service with the Employer.
Further, solely for the purpose of determining whether a Participant has
incurred a One-Year Break in Service, Hours of Service shall be recognized for
“authorized leaves of absence” and “maternity and paternity leaves of absence.”
An authorized leave of absence means an unpaid, temporary cessation from active
employment with the Employer pursuant to an established nondiscriminatory
policy, whether occasioned by illness, military service, or any other reason. A
“maternity or paternity leave of absence” shall mean an absence from work for
any period by reason of the Employee’s pregnancy, birth of the Employee’s
child, placement of a child with the Employee in connection with the adoption
of such child, or any absence for the purpose of caring for such child for a
period immediately following such birth or placement. For this purpose, Hours
of Service shall be credited for the computation period in which the absence
from work begins, only if credit therefore is necessary to prevent the Employee
from incurring a One-Year Break in Service, or, in any other case, in the
immediately following computation period. The Hours of Service credited for a
“maternity or paternity leave of absence” shall be those which


40







would normally
have been credited but for such absence, or, in any case in which the Committee
is unable to determine such hours normally credited, eight (8) Hours of Service
per day. The total Hours of Service required to be credited for a “maternity or
paternity leave of absence” shall not exceed 501. 





          (z)        OTHER
INVESTMENT ACCOUNT means the account of a Participant which is credited with
his share of the net gain (or loss) of the Plan, Forfeitures, and Employer
contributions in other than Employer Stock and which is debited with payments
made to pay for Employer Stock. 


          (aa)      PARTICIPANT
means an Eligible Employee who participates in the Plan as provided in Article
II, and has not for any reason become ineligible to participate further in the
Plan. 


          (bb)      PARTICIPATING
EMPLOYER means the Bank and any other Affiliated Employer that adopts this Plan
with the consent of the Board of Directors. 


          (cc)      PLAN
means the Auburn Savings Bank, FSB Employee Stock Ownership Plan and Trust as
set forth in this instrument and as subsequently amended and/or restated. 


          (dd)      PLAN
YEAR means the calendar year. 


          (ee)      REGULATION
means the Income Tax Regulations as promulgated by the Secretary of the
Treasury or his or her delegate, and as amended from time to time. 


          (ff)       SUSPENSE
ACCOUNT means the separate account to which is credited shares of Employer
Stock pledged as collateral on a loan described in Section 4.4 prior to their
allocation to Participants’ Accounts. 


          (gg)      DISABILITY
means a physical or mental condition of a Participant resulting from bodily
injury, disease, or mental disorder which renders him incapable of continuing
his usual and customary employment with the Employer. The disability of a
Participant shall be determined by a licensed physician chosen by the
Committee. The determination shall be applied uniformly to all Participants. 


          (hh)      TRUST
means the trust established under Article VIII. 


          (ii)        TRUSTEE
means the trustee of the Trust. 


          (jj)        VESTED
means the non-forfeitable portion of a Participant’s Account. 


          (kk)      VALUATION
DATE means the last day of the Plan Year and each other date as of which the
Administrative Committee determines the investment experience of the Trust and
adjust Participants’ Accounts accordingly. 


          (ll)        YEAR
OF SERVICE means the computation period of twelve (12) consecutive months
specified below during which an Employee has at least 1,000 Hours of Service
with the Bank or any Affiliated Employer. 


41







	
 

	
 

	
 


	
 

	
(i)

	
For purposes
 of eligibility for participation in the Plan, the computation periods shall be
 measured from the date on which the Employee first performs an Hour of
 Service and anniversaries thereof. The participation computation periods
 beginning after a One-Year Break in Service shall be measured from the date
 on which an Employee again performs an Hour of Service and anniversaries
 thereof. 


	
 

	
 

	
 


	
 

	
(ii)

	
For vesting
 purposes, the computation period shall be the Plan Year including periods
 prior to the Effective Date of the Plan. 


	
 

	
 

	
 


	
 

	
(iii)

	
For all
 other purposes, the computation period shall be the Plan Year. 





XVI. MISCELLANEOUS


	
 

	
 

	
 


	
 

	
16.1

	
EXCLUSIVE
 BENEFIT RULE





          No
part of the corpus or income of the Trust allocable to the Plan will be used
for or diverted to purposes other than for the exclusive benefit of each
Participant and Beneficiary, except as otherwise provided under the provisions
of the Plan relating to QDROs, the payment of reasonable expenses of
administering the Plan, the return of contributions upon non-deductibility or
mistake of fact, the return of certain excess contributions or the failure of
the Plan to qualify initially. 


	
 

	
 

	
 


	
 

	
16.2

	
NON-TERMINABLE
 RIGHTS 





          The
protections and rights afforded Participants under Section 4.4 pertaining to
certain restrictions on Employer Stock acquired with the proceeds of a loan and
Section 10.2 pertaining to put options shall be non-terminable. The protections
and rights with respect to Employer Stock acquired with the proceeds of an
exempt loan shall continue and not be abridged notwithstanding the eventual
repayment of the loan or the discontinuance of the Plan as an ESOP. 


	
 

	
 

	
 


	
 

	
16.3

	
LIMITATION
 OF RIGHTS. 





          Neither
the establishment of the Plan, nor any amendment thereof, nor the creation of
any fund or account, nor the payment of any benefits, will be construed as giving
to any Participant or other person any legal or equitable right against the
Bank, any Participating Employer, the Administrative Committee or the Trustee,
except as provided in this Plan, and in no event will the terms of employment
or service of any Participant be modified or in any way be affected by his or
her eligibility for or participation in the Plan. It is a condition of the
Plan, and each Participant expressly agrees by his or her participation, that
each Participant will look solely to the assets held in the Trust for the
payment of any benefit to which he or she is entitled under the Plan. 


	
 

	
 

	
 


	
 

	
16.4

	
NON-ALIENABILITY
 OF BENEFITS 





          No
benefit provided under this Plan is subject to the voluntary or involuntary
alienation, assignment, garnishment, attachment, execution or levy of any kind,
and any attempt to cause such benefits to be so subjected will not be
recognized, unless (i) required by law, or (ii) the Administrative Committee
receives a QDRO that requires the payment of Plan benefits or the


42







segregation
of any Account. In the case of a QDRO that is determined to be valid under the
Plan’s QDRO processing procedures, the Participant’s Account will be
segregated, and benefits will be paid, accord to its terms. Benefits provided to
a Participant may be offset pursuant to a judgment, order, decree, or
settlement agreement that satisfies the conditions of Code Section
401(a)(13)(C) and any applicable spousal consent requirements under Code
Sections 401(a)(13)(C) and (D) are satisfied. 





	
 

	
 

	
 


	
 

	
16.5

	
ADEQUACY OF
 DELIVERY 





          Any
payment to be made under the Plan by the Trustee may be made by the Trustee’s
check. Mailing to a person or persons entitled to distributions hereunder at
the addresses designated by the Participating Employer or Administrative
Committee shall be adequate delivery by the Trustee of such distributions for
all purposes. If the whereabouts of a person entitled to benefits under the
Plan cannot be determined after diligent search by the Administrative Committee,
the committee may place the benefits in a federally insured, interest-bearing
bank account opened in the name of such person. Such action shall constitute a
full distribution of such benefits under the terms of the Plan. 


	
 

	
 

	
 


	
 

	
16.6

	
SERVICE WITH
 ARMED FORCES 





          If
any Participant leaves a Participating Employer to enter the Armed Forces of
the United States or the Merchant Marines of the United States, and he or she
is entitled to reemployment rights under the laws of the United States, his or
her departure will not be deemed a termination of his or her employment for the
purposes of this Plan, and he or she will be presumed to be on leave of
absence, provided he or she returns to work with a Participating Employer
within the period of time prescribed by laws after his or her discharge,
without other intervening employment. If the Participant fails to return and
the Bank terminates his or her employment, the Bank shall notify the
Administrative Committee, and the Participant’s employment shall be deemed to
have terminated on the date of receipt by the Administrative Committee of such
notice. Despite any contrary provision of the Plan, loans, contributions,
benefits and service credit with respect to qualified military service will be
administered in accordance with Code Section 414(u). 


	
 

	
 

	
 


	
 

	
16.7

	
MERGER OR
 CONSOLIDATION





          In
case of any merger or consolidation of this Plan Trust with, or transfer of the
assets or liabilities of this Plan to any other plan and/or trust, the terms of
such merger, consolidation or transfer shall be such that each Participant
would receive (in the event of termination of this Plan or its successor
immediately thereafter) a benefit which is no less than he or she would have
received in the event of termination of this Plan immediately before such
merger, consolidation or transfer. 


	
 

	
 

	
 


	
 

	
16.8

	
GOVERNING
 LAW 





          The
Plan is construed, administered and enforced according to the laws of the State
of Maine to the extent not preempted by ERISA. 


43






IN WITNESS WHEREOF,
the Bank has executed the Plan and the Trustee(s) has or have executed the
Trust as of this __________ day of ______________ 2008. 


	
 

	
 

	
 


	
 

	
AUBURN
 SAVINGS BANK, FSB


	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 


	
 

	
TRUSTEE(S)


	
 

	
 


	
 

	



	
 

	
 


	
 

	






44