Exhibit 10.2.4


 


THE FEDERAL HOME LOAN BANK OF BOSTON


PENSION BENEFIT EQUALIZATION PLAN


 


Federal Home Loan Bank of Boston (the “Bank”) adopted
the Federal Home Loan Bank of Boston Pension Benefit Equalization Plan (the “Plan”),
as a component of the Federal Home Loan Bank of Boston Benefit Equalization
Plan, effective January 1, 1993. 
The Plan is herein amended and restated in order to comply with Code Section 409A,
as enacted by the American Jobs Creation Act of 2004 and applicable regulations
thereunder.  This amendment and
restatement shall be effective January 1, 2008; provided, however, that
any provision required to be effective on and after January 1, 2005 in
order for the Plan to comply with Code Section 409A shall become effective
as of January 1, 2005 (or such later date as shall be permitted under
applicable Code Section 409A transition rules); and provided further, that
if the application of any amended or restated provision below to a Member’s
Grandfathered Supplemental Benefit (as defined below) would constitute a “material
modification” for purposes of Treasury Regulation Section 1.409A-6(a)(4),
the corresponding provision of the Prior Plan shall apply in lieu of such
amended or restated provision.


 


The Plan is established and maintained by the Bank in
order to provide designated Eligible Executives with the benefits which would
have been provided under the Pentegra Defined Benefit Plan for Financial
Institutions (the “Qualified Plan”) if (a) their benefits under the
Qualified Plan were not limited by certain limitations imposed by the Internal
Revenue Code applicable to the Qualified Plan; (b) “Salary” as defined in
the Qualified Plan took into account amounts paid under the Bank’s incentive
compensation plan(s) and elective deferrals to the Federal Home Loan Bank
of Boston Thrift Benefit Equalization Plan; and (c) certain benefit
adjustments were provided to Executive Officers as described herein.


 


The Plan is a governmental plan under Section 4(b) of
the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and
is therefore exempt from coverage under ERISA. 
The Plan is unfunded and maintained primarily for the purpose of
providing deferred compensation to a select group of management or highly
compensated employees, and is not intended to be qualified under Section 401(a) of
the Internal Revenue Code.


 


SECTION 1 - DEFINITIONS


 


Each word used herein not defined below that begins
with a capital letter and is defined in the Qualified Plan shall have the same
definition as the definition given to that word in the Qualified Plan.  Wherever used herein, the following terms
shall have the meanings hereinafter set forth:


 


1.1           “Administrator” means the Committee
or such person or persons as may be appointed by the Committee to be responsible
for those functions assigned to the Administrator under the Plan.


 

















 


1.2           “Affiliate” means any entity that is
a member of a “controlled group” of corporations with the Bank under Code Section 414(b) or
a trade or business under common control with the Bank under Code Section 414(c);
provided, however, that in applying Code Sections 1563(a)(1), (2) and (3) for
purposes of Code Section 414(b), the language “at least 50 percent” will
be used instead of “at least 80 percent” each place it appears, and in applying
Treasury Regulation Section 1.414(c)-2 for purposes of Code Section 414(c),
the language “at least 50 percent” will be used instead of “at least 80 percent”
each place it appears.  In addition, to
the extent that the Administrator determines that legitimate business criteria
exist to use a reduced ownership percentage to determine whether an entity is
an Affiliate for purposes of determining whether a Termination of Employment
has occurred, the Administrator may designate an entity that would meet the
definition of “Affiliate” substituting 20 percent in place of 50 percent in the
preceding sentence as an Affiliate in Appendix A hereto.  Such designation shall be made by December 31,
2008 or, if later, at the time a 20 percent or more ownership interest in such
entity is acquired.


 


1.3           “Bank” means the Federal Home Loan
Bank of Boston.


 


1.4           “Beneficiary” means the person,
persons or trust designated by a Member as direct or contingent beneficiary in
the manner prescribed by the Administrator. 
The Beneficiary of a Member who has not effectively designated a
beneficiary shall be his or her estate.


 


1.5           “Board of Directors” means the Board
of Directors of the Bank.


 


1.6           “Code” means the Internal Revenue
Code of 1986, as amended from time to time, or any successor thereto.


 


1.7           “Code Limitations” means (a) the
cap on compensation taken into account by the Qualified Plan under Code Section 401(a)(17);
and (b) the overall limitation on benefits imposed by Code Section 415(b),
as such provisions may be amended from time to time, and any similar successor
provisions of federal tax law.


 


1.8           “Committee” means the Personnel
Committee of the Board of Directors, which is authorized to perform the
functions described in Article V.


 


1.9           “Disability” means that the Member (a) is
unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to result in
death or can be expected to last for a continuous period of not less than 12
months; (b) is, by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months, receiving income
replacement benefits for a period of not less than 3 months under an accident
and health plan covering employees of the Bank; or (c) has been determined
to be totally disabled by the Social Security Administration.  Notwithstanding the foregoing, whether a
Member has incurred a Disability with respect to his or her Grandfathered
Supplemental Benefit shall be determined under the provisions of the Prior
Plan.


 


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1.10         “Effective Date” means January 1,
2008.  The Plan was initially effective January 1,
1993 and was restated effective January 1, 1997.  Any provision of this amendment and
restatement required to be effective on and after January 1, 2005 in order
for the Plan to comply with Code Section 409A shall become effective as of
January 1, 2005 (or such later date up to January 1, 2008 as shall be
permitted under applicable Code Section 409A transition rules).


 


1.11         “Eligible Executive” or “Executive” means an employee of the
Bank who is a corporate officer and (a) is eligible to participate in the
Thrift BEP, or (b) has been selected to be an Eligible Executive by the
Committee.


 


1.12         “Executive Officer” means an
Eligible Executive who is designated as an Executive Officer by the Board of
Directors or the Committee.


 


1.13         “Grandfathered Supplemental Benefit”
means, for any Member in the Plan on or before December 31, 2004, the
present value of the amount to which the Member would have been entitled under
the Plan if he or she had voluntarily terminated service without cause on December 31,
2004 (or his or her earlier termination of employment), and received a payment
of the benefits available from the Plan on the earliest possible date allowed
under the Plan in the form with the maximum value.  Notwithstanding the foregoing, for any
subsequent Plan Year, the Grandfathered Supplemental Benefit may increase to
equal the present value of the benefit the Member actually becomes entitled to,
in the form and at the time actually paid, determined under the terms of the
Plan (including applicable Code limits), as in effect on October 3, 2004,
without regard to any further services rendered by the service provider after December 31,
2004, or any other events affecting the amount of or the entitlement to
benefits (other than the Member’s election with respect to the time or form of
an available benefit).  For purposes of
calculating the present value of the Grandfathered Supplemental Benefit,
reasonable actuarial assumptions and methods must be used.  The Grandfathered Supplemental Benefit shall
be calculated in accordance with the rules and regulations promulgated
under Code Section 409A in order to treat the greatest proportion of
accrued benefit possible as not subject to Section 409A because it was
vested and accrued prior to January 1, 2005.


 


1.14         “Incentive Compensation” means
annual bonus under the Bank’s Executive Incentive Plan and, if applicable, any
long-term incentive compensation payable to a Member under the Bank’s incentive
compensation plan(s).


 


1.15         “Member” means a participant in this
Plan, unless it is clear from the context that participation in the Qualified
Plan is referenced.


 


1.16         “Non-Grandfathered Supplemental Benefit”
means the amount of the Member’s accrued benefit under the Plan, other than his
or her Grandfathered Supplemental Benefit, if any.


 


1.17         “Pension Commencement Date” means
the first day of the first period for which a Supplemental Benefit is paid as
an annuity or lump sum.  The Pension
Commencement Date is determined separately for Grandfathered and
Non-Grandfathered Supplemental Benefits.


 


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1.18         “Plan” means The Federal Home Loan
Bank of Boston Pension Benefit Equalization Plan, as set forth herein or as it
may be amended or restated from time to time.


 


1.19         “Plan Year” means the calendar year.


 


1.20         “Prior Plan” means the Plan as in
effect on October 3, 2004.


 


1.21         “Qualified Plan” means the Pentegra
Defined Benefit Plan for Financial Institutions, as from time to time
amended.  Any reference to a section of
the Qualified Plan herein shall be deemed to refer to any successor provision
of the Qualified Plan which may govern the subject matter of the referenced
section in the future.


 


1.22         “Qualified Plan Retirement Benefit”
means the benefit payable to a Member pursuant to the Qualified Plan.


 


1.23         “Qualified Plan Survivor Benefit”
means the death benefit payable under the Qualified Plan upon the death of a
Member prior to his or her Pension Commencement Date, including (if applicable)
any “Active Service Death Benefit” (as described in Article V, Section 4,
of the Qualified Plan).


 


1.24         “Supplemental Benefit” means a
Supplemental Retirement Benefit or Supplemental Survivor Benefit payable under
the terms of the Plan.


 


1.25         “Supplemental Retirement Benefit”
means the benefit payable to a Plan Member pursuant to the Plan.


 


1.26         “Supplemental Survivor Benefit”
means the benefit payable under the Plan with respect to the death of a Member
prior to the Pension Commencement Date.


 


1.27         “Thrift BEP” means the Federal Home
Loan Bank of Boston Thrift Benefit Equalization Plan, as it may be amended or
restated from time to time.


 


1.28         “Termination of Employment” means
the severing of employment with the Bank and any Affiliates, voluntarily or
involuntarily, for any reason.  A
Termination of Employment will be deemed to have occurred if the facts and
circumstances indicate that the Bank and the Member reasonably anticipate that
no further services will be performed after a certain date or that the level of
bona fide services the Member will
perform for the Bank and its Affiliates after such date (whether as an employee
or as an independent contractor) will permanently decrease to no more than 20%
of the average level of bona fide
services performed (whether as an employee or an independent contractor) over
the immediately preceding 36-month period (or the full period of services to
the employer if the Member has been providing services to the Bank and its
Affiliates less than 36 months).  A
Member will not be deemed to have incurred a Termination of Employment while he
or she is on military leave, sick leave, or other bona fide leave of absence (such as temporary employment by
the government) if the period of such leave does not exceed six months or such
longer period as the Member’s right to reemployment with the Bank is provided
either by statute or by contract.  For
this purpose, a leave of absence is bona fide only if there is a reasonable expectation that the
Member will return


 


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to employment at the
conclusion of the leave.  If the period
of leave exceeds six months and the Member’s right to reemployment is not
provided either by statute or by contract, the Termination of Employment will
be deemed to occur on the first date immediately following such six-month
period.  Whether a Member incurs a
Termination of Employment will be determined in accordance with the
requirements of Code Section 409A.


 


Words in the masculine gender shall include the
feminine and the singular shall include the plural, and vice versa, unless
qualified by the context.  Any headings
used herein are included for ease of reference only and are not to be construed
so as to alter the terms hereof.


 


SECTION 2 - ELIGIBILITY
AND PARTICIPATION


 


2.1           Participation.  Each Member of the Plan on December 31,
2007 will continue as a Member on the effective date of the amendment and
restatement of this Plan and thereafter to the extent eligible.  Each other Eligible Executive who is a
participant in the Qualified Plan shall become a Member on the earlier of (a) the
effective date of the Eligible Executive’s election to participate in the
Thrift BEP or January 1, 2008, if later; or (b) the effective date as
of which he or she is designated as a Member in the Plan by the Committee.  Within thirty (30) days of becoming a Member
(or a participant in any similar non-account balance, non-qualified deferred
compensation plan maintained by the Bank), the Member shall file an election
with the Administrator designating how his or her Supplemental Benefit shall be
paid.  If an Eligible Executive became a
Member under clause (a) above and is subsequently designated as eligible
for enhanced benefits under clause (b) above, the distribution election
made in connection with his or her initial participation shall continue to
apply.  The Surviving Spouse of a Member
described above who dies prior to the Member’s Pension Commencement Date shall
be eligible to receive a Supplemental Survivor Benefit, as set forth below.


 


2.2           Elections under Section 409A Transition Rules.  Pursuant to Internal Revenue Service (“IRS”)
Notice 2005-1, Q&A-19(c), as extended by Notice of Proposed Rulemaking
REG-158080-04 and IRS Notice 2007—86, a Member who (a) has not incurred a
Termination of Employment or (b) has incurred a Termination of Employment
but has neither entered pay status under the Plan nor had an annuity purchased
in connection with his or her benefits under the Plan, may, in 2008, modify or
make a new election regarding distribution of his or her Non-Grandfathered Supplemental
Benefit at such time and in such form as the Administrator shall designate;
provided, however, that no such distribution election made in 2008 may affect
payments that the Member would otherwise receive in 2008 or cause payments to
be made in 2008.  In addition, pursuant
to Internal Revenue Service Notice 2005-1, Q&A-23, as extended, in the case
of a distribution commencing on or before December 31, 2008 (or such later
date as shall be permitted by the Administrator consistent with Code Section 409A
and regulations thereunder), an election as to the time and form of payment of
the Member’s benefit under the Qualified Plan shall govern distribution of the
Member’s Non-Grandfathered Supplemental Benefit under this Plan, to the extent
provided under the terms of the Prior Plan.


 


2.3           Cessation of Participation.  An Executive shall cease to be a Member in
the Plan if (a) he or she incurs a Termination of Employment for any
reason, (b) he or she remains in the service of a Bank but ceases to be an
Eligible Executive as described in Section 1.11 due to a


 


5

















 


change in
employment status, except to the extent that the Committee determines
otherwise, or (c) the Plan is terminated or otherwise amended so that the
Executive ceases to be eligible for participation; provided, however, that such
individual shall continue to be a Member solely with respect to his or her
benefits accrued through the date of such cessation, to the extent that such
benefits are or become vested prior to the Member’s Termination of
Employment.  Such cessation of
participation shall be effective upon the date of the change in status
described in clause (a) or (b) above, or upon the effective date of
an amendment or termination of the Plan described in clause (c) above.


 


2.4           Vesting.  A Member (or his or her Beneficiary, as the
case may be) shall be or become vested in his or her Supplemental Benefit as
and to the same extent that he or she is vested under the terms of the
Qualified Plan.


 


SECTION 3 - SUPPLEMENTAL
RETIREMENT BENEFIT


 


3.1           Amount.  The Supplemental Retirement Benefit payable
to a Member on or after his or her Normal Retirement Date shall be a monthly
amount equal to the difference between either (a) or (b) below, as
applicable, minus (c) below, adjusted as determined in accordance with Section 3.2
or 3.3, as applicable, where:


 


(a)           in
the case of an Eligible Executive described in clause (a) of Section 1.11
who becomes a Member under clause (a) of Section 2.1 as a result of
participation in the Thrift BEP, the monthly amount of the Qualified Plan
Retirement Benefit to which the Member would have been entitled under the terms
of the Qualified Plan if such benefit were computed by including in the
definition of “Salary” any amounts voluntarily deferred by the Member under the
Thrift BEP; or


 


(b)           in
the case of an Eligible Executive described in clause (b) of Section 1.11
who becomes a Member under clause (b) of Section 2.1, the monthly
amount of the Qualified Plan Retirement Benefit to which the Member would have
been entitled under the terms of the Qualified Plan if such benefit were
computed:


 


(i)            including in the definition of “Salary” any
amounts voluntarily deferred by the Member under the Thrift BEP;


 


(ii)           without regard to Code Limitations;


 


(iii)          including in the definition of “Salary” any
Incentive Compensation paid during the applicable Plan Year (determined prior
to any deferral under the Thrift BEP);


 


(iv)          by recognizing the Member’s years of service
from his or her initial date of employment with any employer participating in
the Qualified Plan to his or her date of membership in the Qualified Plan as
benefit service under the Qualified Plan; and


 


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(v)           solely with respect to
Executive Officers hired by the Bank prior to January 9, 2006 and
appointed as an Executive Officer effective on or prior to January 1,
2008, by applying an increased annual pension accrual rate of two and
three-eighths percent (2.375%); provided, however, that aggregate pension
benefits payable to such Executive Officers (taking into account benefits
determined under this Plan and the Qualified Plan, and from any other defined
benefit pension plan in which the Member participated during any period of
service taken into account in calculating the Member’s benefit hereunder) shall
not exceed a percentage of the Member’s “High-3 Salary” (taking into account
compensation described in clauses (i), (ii) and (iii) above) equal to
sixty-five percent (65%) for Senior Vice Presidents, seventy percent (70%) for
Executive Vice Presidents and eighty percent (80%) for the President;


 


MINUS


 


(c)           the monthly amount of the Qualified Plan
Retirement Benefit payable to the Plan Member under the terms of the Qualified
Plan.


 


Notwithstanding the foregoing, the amount of a Member’s Supplemental
Retirement Benefit shall not be less than zero. 
Subject to Section 6.1 and the provisions of Code Section 409A,
the method for calculating a Member’s Non-Grandfathered Supplemental Benefit may
be modified from time to time in an offer letter or employment agreement
approved by the Committee and accepted by the Member, or other writing
specifically approved by the Committee and making specific reference to this
Plan.


 


3.2           Adjustment and Payment of Grandfathered
Supplemental Retirement Benefits.  The amount of Grandfathered Supplemental
Retirement Benefit to which a Member may be entitled, if any, shall be
determined under the terms of the Prior Plan, and shall be subject to such
adjustments to reflect the time and method of payment, and any “Active Service
Death Benefit” (as defined in Article V, Section 4 (or successor
provision) of the Qualified Plan), “Retirement Adjustment Payment” (as defined
in Article V, Section 5 (or successor provision) of the Qualified
Plan), or “Annual Increment” (as defined in Article V, Section 6(A) (or
successor provision) of the Qualified Plan) as may apply under the terms of the
Prior Plan and are both earned and vested prior to January 1, 2005.  An ad hoc cost of living
adjustment (referred to as a “Single Purchase Fixed Percentage Adjustment” as
defined in Article V, Section 6(B) (or successor provision) of
the Qualified Plan) applicable under the Qualified Plan shall be taken into
account solely to the extent provided by the Administrator consistent with Code
Section 409A.  Under Section 3.02(a) of
the Prior Plan, if a Member’s Grandfathered Supplemental Retirement Benefit is
not paid in the “Regular Form” under the Qualified Plan, the benefit payable in
an optional form shall be of equivalent actuarial value to the benefit
otherwise payable in the Regular Form, determined using the same actuarial
factors and assumptions then used to determine actuarial equivalence under the
Qualified Plan.  Except as otherwise provided
in Section 7.3, Grandfathered Supplemental Retirement Benefits to which a
Member may be entitled, if any, shall be paid in accordance with the terms of
the Prior Plan.  Under Section 3.02(a) of
the Prior Plan, such benefit shall be paid in the same form as elected by the
Member under the Qualified Plan; provided, however, that an election to receive
a lump sum payment


 


7





















 


under the Plan must be filed at least twelve (12) calendar months prior
to the Member’s retirement.


 


3.3           Adjustment of Non-Grandfathered Supplemental
Retirement Benefits.  The
amount of Non-Grandfathered Supplemental Retirement Benefit described in Section 3.1
above shall be calculated based upon the Member’s Qualified Plan Retirement Benefit
determined as of the earlier of (a) the Member’s actual “Commencement Date”
under the Qualified Plan, or (b) the Member’s Pension Commencement Date
under this Plan (including the Pension Commencement Date of any Grandfathered
Supplemental Benefit).  To the extent
that the Member’s Commencement Date under the Qualified Plan is used as the
calculation date, the Member’s Non-Grandfathered Supplemental Retirement
Benefit payable upon the Pension Commencement Date shall be (i) the amount
determined under Section 3.1 (including for this purpose any Grandfathered
Supplemental Retirement Benefit) with regard to any early retirement factors
applied at such calculation date under the Qualified Plan, (ii) reduced by
any Grandfathered Supplemental Retirement Benefit (calculated under Section 3.2
assuming payment commencement as of the same date), (iii) with such
resulting Non-Grandfathered Supplemental Retirement Benefit converted to the
Qualified Plan normal form of benefit commencing at the Member’s Normal Retirement
Date based upon the early retirement factors set forth in the Qualified
Plan.  The Member’s resulting
Non-Grandfathered Supplemental Retirement Benefit calculated under the
preceding sentence shall be adjusted as determined by the Administrator through
the Pension Commencement Date to take into account an allocable portion of any
Retirement Adjustment Payment (as defined in Article V, Section 5 (or
successor provision) of the Qualified Plan) or Post-Retirement Supplement (as
defined in Article V, Section 6 (or successor provision) of the
Qualified Plan) applicable under the Qualified Plan between the “Commencement
Date” and the Pension Commencement Date under this Plan.


 


To the extent that the Member’s Pension Commencement
Date under this Plan is used as the calculation date (i.e.,
the Pension Commencement Date under this Plan is prior to the Qualified Plan
Commencement Date), the Member’s Non-Grandfathered Supplemental Retirement
Benefit payable upon the Pension Commencement Date shall be the amount determined
under Section 3.1 as though the Member has elected to receive payment of
his or her Qualified Plan benefit as of the same date, reduced by any
Grandfathered Supplemental Retirement Benefit (calculated as described in Section 3.2
assuming payment commencement as of the same date).


 


The Member’s Non-Grandfathered Supplemental Retirement
Benefit shall be adjusted as provided under the terms of the Qualified Plan, to
the extent applicable, to reflect commencement of payments prior to the Member’s
Normal Retirement Date or payment in a form of benefit other than a life
annuity (as described in Article VII, Section 1 (or successor
provision) of the Qualified Plan, with regard to “Additional Death Benefits”
applicable under Article V, Section 4 (or successor provision) of the
Qualified Plan).  In determining the
amount of any optional form of benefit, the factors set forth in the Qualified
Plan shall apply.  The Member’s
Non-Grandfathered Supplemental Retirement Benefit in pay status in annuity form
shall be further adjusted to reflect any Retirement Adjustment Payment and/or
Annual Increment which becomes effective after the Pension Commencement
Date.  A Single Purchase Fixed Percentage
Adjustment after the Pension Commencement Date shall apply to Non-Grandfathered


 


8

















 


Supplemental Retirement Benefits in pay status solely to the extent
provided by the Board of Directors consistent with Code Section 409A.  If a Member elects a lump sum distribution
hereunder, no Single Purchase Fixed Percentage Adjustment shall apply.


 


3.4           Payment of Non-Grandfathered Supplemental
Retirement Benefits. 
Except as otherwise provided in Section 7.3 or in the last sentence
of Section 2.2, a Member may elect to receive payment of his or her
Non-Grandfathered Supplemental Retirement Benefit in such distribution form as
is then available to the Member under the Qualified Plan upon Termination of
Employment.  An election under this Section 3.4
shall be made in a writing acceptable to the Administrator and filed with the
Administrator within the thirty (30) day period set forth in Section 2.1
or, if later, within the transition election period set forth in Section 2.2.  Such election may specify a payment
commencement date which is no earlier than as soon as practicable following the
later of Termination of Employment or attainment of age forty-five (45) (except
in the case of a Disability Retirement Benefit described below), and no later
than the Member’s Normal Retirement Date (or his or her actual retirement date,
if later).  To the extent permitted by
the Administrator consistent with Code Section 409A and regulations
thereunder, a Member may elect a different available method of distribution
with respect to different events resulting in Termination of Employment (e.g., retirement, death or Disability).


 


If a Member fails to file an election of method of
distribution for his or her Non-Grandfathered Supplemental Retirement Benefit
within the time provided in Section 2.1 or 2.2, he or she shall be deemed
to have elected to have such benefit paid as (i) a qualified joint and 50%
survivor annuity if the Member is married on the Pension Commencement Date, or (ii) as
a life annuity for the life of the Member (as described in Article VII, Section 1
(or successor provision) of the Qualified Plan, with regard to “Additional
Death Benefits” applicable under Article V, Section 4 (or successor
provision) of the Qualified Plan) if he or she is not married on the Pension
Commencement Date, in either case commencing on or as soon as practicable after
the first day of the month following the later of the Member’s Termination of
Employment or, if later, his or her attainment of age forty-five (45).  Notwithstanding the foregoing, the following rules apply
to Non-Grandfathered Supplemental Retirement Benefit distribution elections
under the Plan:


 


(a)           If the Member’s Termination of Employment is
due to Disability, the Member shall be deemed to have elected to have annuity
payments commence on the first day of the month following the Administrator’s
determination of such Disability.


 


(i)            If the Member ceases to be entitled to a
Disability Retirement Benefit under the Qualified Plan prior to age 45, his or
her Non-Grandfathered Supplemental Retirement Pension shall cease if and when
the Member ceases to be eligible for a Disability Retirement Benefit under the
terms of the Qualified Plan and shall recommence in annuity form (as described
above) upon the Member’s attainment of age forty-five (45), reduced to the Non-Grandfathered
Supplemental Retirement Benefit amount that would otherwise have been payable
as of such Pension Commencement Date.


 


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(ii)           If the Member ceases to
be entitled to a Disability Retirement Benefit under the Qualified Plan at or
after age 45, the Member’s Non-Grandfathered Supplemental Retirement Benefit
shall be reduced to the Non-Grandfathered Supplemental Retirement Benefit
amount that would otherwise have been payable to the Member, assuming that the
Member’s Pension Commencement Date is the date of such cessation of disability.


 


(iii)          If the Member returns to employment with the
Bank upon or after cessation of his or her disability, any additional benefit
that may become payable under the Plan shall be determined and paid upon the
Member’s subsequent Termination of Employment in accordance with Section 3.5(b) below.


 


(b)           If
a Member is reemployed by the Bank while receiving annuity benefits under the
Plan, the Member’s Non-Grandfathered Supplemental Retirement Benefit shall not
be suspended hereunder.  Upon the Member’s
subsequent Termination of Employment, the Member’s Non-Grandfathered
Supplemental Retirement Benefit then in pay status shall be adjusted to reflect
any additional benefit accruals that the Member earns under the terms of the
Plan during his period of reemployment, with such additional benefit accruals
reduced (but not below zero) by the value of any benefit payments made during
the period of reemployment.  Any increase
in Non-Grandfathered Supplemental Retirement Benefit shall be paid in
accordance with the distribution method then in effect for the Member
commencing as soon as practicable after the Member’s subsequent Termination of
Employment.


 


(c)           The
entitlement to a life annuity (including any joint and survivor annuity or
annuity with term certain) is treated as the entitlement to a single payment
for purposes of Code Section 409A. 
To the extent permitted under Code Section 409A and permitted by
the Administrator, a Member may change the form of distribution  from one type of life annuity to another type
of life annuity before the Pension Commencement Date, provided that the
annuities are actuarially equivalent applying reasonable actuarial
assumptions.  A payment required to be
made under the Plan upon or as soon as practicable after a designated payment
date shall be deemed to be made upon the date specified if it is made within
the same taxable year of the Member (i.e., the
calendar year) or, if later, by the 15th day of the third month
after such designated payment date, provided that the Member is not permitted,
directly or indirectly, to designate the taxable year of payment.


 


3.5           Change in
Distribution Election for Non-Grandfathered Supplemental Benefits.  To the extent permitted by the Administrator
and consistent with Code Section 409A and regulations thereunder, a Member
may elect to change the method or time of distribution of his or her Non-Grandfathered
Supplemental Retirement Benefit after the initial deferral election and before
the Pension Commencement Date by filing a written request with the
Administrator.  Except in the case of a
transition election permitted under Section 2.2 above, such a change
election shall not take effect until at least twelve months after the date on
which it is made and shall be effective only if (a) the election is filed
with the Administrator before the Member’s 


 


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Termination of Employment; (b) the election does not accelerate
the timing or payment schedule of any distribution; (c) the payment
commencement date in the change election is not less than five years after the
date the distribution would otherwise have commenced for the event resulting in
Termination of Employment without regard to such election, and not later than
five years after his or her Normal Retirement Date or Postponed Retirement
Date, as applicable; and (d) the Administrator approves such election.  A Member’s distribution election shall become
irrevocable upon the Member’s Termination of Employment.  Notwithstanding the foregoing, a  Member may not elect a distribution date
later than (a) April 1 of the calendar year after the year in which
the Member attains age 701⁄2, or (b) five years after the Member’s
Termination of Employment, if later.


 


3.6           General
Conditions of Payment. 
All terms and conditions of the Prior Plan applicable to the payment of
Supplemental Retirement Benefits shall govern the payment of Grandfathered
Supplemental Retirement Benefits, including the suspension of benefits
provisions in Section 3.04 of the Prior Plan.  Except as otherwise expressly provided herein
or as required by Code Section 409A, all terms and conditions of the
Qualified Plan applicable to payment of a Qualified Plan Retirement Benefit or
a Qualified Plan Survivor Benefit shall also be applicable to a
Non-Grandfathered Supplemental Benefit payable hereunder.  Any Qualified Plan Retirement Benefit, Qualified
Plan Survivor Benefit or other benefit payable under the Qualified Plan shall
be paid solely in accordance with the terms and conditions of the Qualified
Plan, and nothing in this Plan shall operate or be construed in any way to
modify, amend or affect the terms and provisions of the Qualified Plan.


 


3.7           Death
after Pension Commencement Date of Supplemental Retirement Benefits.  If a Member dies
after the date the Pension Commencement Date of Supplemental Retirement
Benefits, the only death benefit payable under the Plan in respect of such
Member shall be the amount, if any, payable under the form of payment which the
Participant had elected.


 


3.8           Acceleration
of Payment Date. 
Notwithstanding the foregoing, 
the distribution of Non-Grandfathered Supplemental Benefits hereunder
may be accelerated, with the consent of the Administrator, under the following
circumstances:


 


(a)           Compliance with Domestic
Relations Order.  To
permit payment to an individual other than the Member as necessary to comply
with the provisions of a domestic relations order (as defined in Code Section 414(p)(1)(B));


 


(b)           Conflicts of Interest.  To permit payment as necessary to comply with
the provisions of a Federal government ethics agreement or to avoid violation
of an applicable Federal, state, local or foreign ethics law or conflicts of
interest law;


 


(c)           Payment of Employment Taxes.  To permit payment of federal employment taxes
under Code Sections 3101, 3121(a) or 3121(v)(2), or to comply with any
federal tax withholding provisions or corresponding withholding provisions of
applicable state, local, or foreign tax laws as a result of the payment of
federal employment taxes, and to pay the additional income tax at source on
wages attributable to the pyramiding Code Section 3401 wages and taxes; or


 


11





















 


(d)           Tax Event.  Upon a good faith, reasonable determination
by the Administrator, and upon advice of counsel, that the Plan fails to meet
the requirements of Code Section 409A and regulations thereunder.  Such payment may not exceed the amount
required to be included in income as a result of the failure to comply with the
requirements of Code Section 409A.


 


3.9           Delay of
Payments.  A payment of
Non-Grandfathered Supplemental Benefits otherwise required to be made under the
terms of the Plan may be delayed solely to the extent necessary under the
following circumstances, provided that payment is made as soon as possible
within the first calendar year after the reason for delay no longer applies:


 


(a)           Payments Subject to the
Deduction Limitation. 
The Bank reasonably anticipates that such payment would otherwise
violate Code Section 162(m);


 


(b)           Violation of Law.  The Administrator reasonably determines that
making the payment will violate Federal securities or other applicable laws; or


 


(c)           Other Permitted Event.
Upon such other events and conditions as the Commissioner of Internal Revenue
shall prescribe in generally applicable guidance.


 


This Section 3.9 shall be applied to
similarly-situated Members in a reasonably consistent basis.


 


SECTION 4 - SUPPLEMENTAL
SURVIVOR BENEFIT


 


4.1           Amount.  If a Member dies prior to his or her Pension
Commencement Date under circumstances in which a Qualified Plan Survivor
Benefit is payable, then a Supplemental Survivor Benefit may be payable to his
or her Beneficiary as hereinafter provided. 
The monthly amount of the Supplemental Survivor Benefit shall be equal
to the difference between either (a) or (b) below, as applicable,
minus (c) below, where:


 


(a)           in the case of an Eligible Executive
described in Section 1.11(a) who becomes a Member under Section 2.1(a) as
a result of participation in the Thrift BEP, the monthly amount of the
Qualified Plan Survivor Benefit to which the Member would have been entitled under
the terms of the Qualified Plan if such benefit were computed by including in
the definition of “Salary” any amounts voluntarily deferred by the Member under
the Thrift BEP; or


 


(b)           in the case of an Eligible Executive
described in Section 1.11(b) who becomes a Member under Section 2.1(b),
the monthly amount of the Qualified Plan Survivor Benefit to which the Member
would have been entitled under the terms of the Qualified Plan if such benefit
were computed:


 


(i)            including in the definition of “Salary” any
amounts voluntarily deferred by the Member under the Thrift BEP;


 


12





















 


(ii)           without regard to Code Limitations;


 


(iii)          including in the definition of “Salary” any
Incentive Compensation paid during the applicable Plan Year (determined prior
to any deferral under the Thrift BEP);


 


(iv)          by recognizing the Member’s years of service
from his or her initial date of employment with any employer participating in
the Qualified Plan to his or her date of membership in the Qualified Plan as
benefit service under the Qualified Plan; and


 


(v)           solely with respect to Executive Officers
hired by the Bank prior to January 9, 2006 and appointed as an Executive
Officer effective on or prior to January 1, 2008, by applying an increased
annual pension accrual rate of two and three-eighths percent (2.375%);
provided, however, that aggregate pension benefits payable to such Executive
Officers (taking into account benefits determined under this Plan and the
Qualified Plan, and from any other defined benefit pension plan in which the
Member participated during any period of service taken into account in
calculating the Member’s benefit hereunder) shall not exceed a percentage of
the Member’s “High-3 Salary” (taking into account compensation described in
clauses (i), (ii) and (iii) above) equal to sixty-five percent (65%) for Senior
Vice Presidents, seventy percent (70%) for Executive Vice Presidents and eighty
percent (80%) for the President;


 


MINUS


 


(c)           the monthly amount of the Qualified Plan
Survivor Benefit that is or would be payable to the Plan Member under the terms
of the Qualified Plan, determined assuming that the Member’s death has occurred
prior to his or her actual “Commencement Date” under the Qualified Plan.


 


Notwithstanding the foregoing, the amount of a Member’s
Supplemental Survivor Benefit shall not be less than zero.  The amount described above shall be adjusted
as provided in the Qualified Plan to reflect the identity of the Beneficiary,
the form of benefit, and commencement of payments prior to the Member’s Normal
Retirement Date.  If a Member dies after
his or her Pension Commencement Date, the amount of survivor benefit then
payable, if any, shall be determined based upon the method of distribution of
benefits in effect at the time of the Member’s death.


 


4.2           Adjustment
and Payment of Grandfathered Supplemental Survivor Benefits.  The amount of Grandfathered Supplemental
Retirement Benefit to which a Member may be entitled, if any, shall be
determined and paid under the terms of the Prior Plan, and shall be subject to
adjustment to reflect the time and method of payment as described in Section 3.2.


 


4.3           Non-Grandfathered
Supplemental Survivor Benefits. 
The amount of Non-Grandfathered Supplemental Survivor Benefit described
in Section 4.1 above shall be calculated 


 


13





















 


based upon the Member’s Qualified Plan Retirement Benefit determined
assuming that the Commencement Date under the Qualified Plan is the same as the
Pension Commencement Date under this Plan (regardless of whether the Member (or
his or her surviving spouse) entered pay status under the Qualified Plan prior
to his or her death or has elected to defer commencement of his or her
Qualified Plan Survivor Benefit to a later Commencement Date), reduced by any
Grandfathered Supplemental Survivor Benefit (calculated under Section 4.2
assuming payment commencement as of the same date).  In calculating the amount of the
Non-Grandfathered Supplemental Survivor Benefit under Section 4.1, any
Retirement Adjustment Payment, Post-Retirement Supplement or Single Purchase
Fixed Percentage Adjustment under the Qualified Plan prior to the Pension
Commencement Date under this Plan shall not be taken into account.


 


The Member’s Non-Grandfathered Supplemental Survivor
Benefit shall be adjusted as provided under the terms of the Qualified Plan, to
the extent applicable, to reflect commencement of payments prior to the Member’s
Normal Retirement Date or payment in a form of benefit other than a single-life
annuity.  In determining the amount of
any optional form of benefit, the factors set forth in the Qualified Plan shall
apply.  The Member’s Non-Grandfathered
Supplemental Survivor Benefit paid in annuity form shall be further adjusted to
reflect any Retirement Adjustment Payment and/or Annual Increment which becomes
effective with respect to Qualified Plan Survivor Benefits after the Pension
Commencement Date.  A Single Purchase
Fixed Percentage Adjustment after the Pension Commencement Date shall apply to
Non-Grandfathered Supplemental Survivor Benefits in pay status solely to the
extent provided by the Board of Directors consistent with Code Section 409A.  If the Non-Grandfathered Supplemental
Survivor Benefit is paid in a lump sum distribution hereunder, no Single
Purchase Fixed Percentage Adjustment shall apply.


 


4.4           Payment
of Non-Grandfathered Supplemental Survivor Benefits.  Except as otherwise provided in Section 7.3
or in the last sentence of Section 2.2, a Member may elect the payment of
his or her Non-Grandfathered Supplemental Survivor Benefit in such form as is
then available with respect to Qualified Survivor Benefits under the terms of
the Qualified Plan.  An election under
this Section 4.4 shall be made in a writing acceptable to the
Administrator and filed with the Administrator within the thirty (30) day
period set forth in Section 2.1 or, if later, within the transition
election period set forth in Section 2.2. 
If a Member fails to file an election of method of distribution for his
or her Non-Grandfathered Supplemental Survivor Benefit within the time provided
in Section 2.1 or 2.2, he or she shall be deemed to have elected to have
such benefit paid in the normal (default) payment form of the Qualified
Survivor Benefit to which such Non-Grandfathered Supplemental Survivor Benefit
corresponds.


 


4.5           Change in
Distribution Election for Non-Grandfathered Supplemental Survivor Benefits.  To the extent permitted by the Administrator
and consistent with Code Section 409A and regulations thereunder, a Member
may elect to change the time of distribution of his or her Non-Grandfathered
Supplemental Survivor Benefit after the initial deferral election by filing a
written request with the Administrator. 
Such a change election shall not take effect until at least twelve
months after the date on which it is made and shall be effective only if (a) the
election is filed with the Administrator before the Member’s Termination of
Employment; (b) the election does not accelerate the timing or payment
schedule of any distribution; (c) the payment commencement date in the
change election is not less than five years after the date the 


 


14





















 


distribution would otherwise have commenced due to the Member’s death
without regard to such election, and not later than five years after the Member’s
Normal Retirement Date (or actual Retirement Date, if later); and (d) the
Administrator approves such election.  A
Member’s distribution election shall become irrevocable upon the Member’s death
or Termination of Employment, whichever is earlier.  Notwithstanding the foregoing, a Member may
not elect a distribution date later than (a) April 1 of the calendar
year after the year in which the Member attains age 701⁄2, or (b) five years
after the Member’s Termination of Employment, if later.


 


4.6           Other
Payment Rules.  Sections
3.6 through 3.9 shall apply to the payment of Non-Grandfathered Supplemental
Survivor Benefits.


 


SECTION 5 - ADMINISTRATION
OF THE PLAN


 


5.1           Administration
by the Bank.  The
Committee shall be responsible for the general operation and administration of
the Plan and for carrying out the provisions thereof.  The Committee may appoint such person or
persons as it deems appropriate to perform all or any of the functions of the
Administrator under the terms of the Plan. 
To the extent that no such person or persons are appointed, the
Committee shall serve as Administrator.


 


5.2           General
Powers of Administration. 
The Committee shall have authority and discretion to control and manage
the operation and administration of the Plan, including all rights and powers
necessary or convenient to the carrying out of its functions hereunder, whether
or not such rights and powers are specifically enumerated herein.  The Committee may, in its discretion, delegate
authority with regard to the administration of the Plan to any individual,
officer or committee in accordance with Section 5.2(g) below. Notwithstanding
any other provision of the Plan, if an action or direction of any person to
whom authority hereunder has been delegated conflicts with an action or
direction of the Committee, then the authority of the Committee shall supersede
that of the delegate with respect to such action or direction.


 


Without limiting the generality of the foregoing, and
in addition to the other powers set forth in this Section 5.2, the
Committee or its delegate shall have the following express authorities:


 


(a)           To construe and interpret the provisions of
the Plan; to decide all questions arising thereunder, including, without
limitation, questions of eligibility for participation, eligibility for
benefits, the validity of any election or designation made under the Plan, and
the amount, manner and time of payment of any benefits hereunder; and to make
factual determinations necessary or appropriate for such decisions or
determination;


 


(b)           To prescribe procedures to be followed by
Members, Beneficiaries or alternate payees in filing applications for benefits
and any other elections, designations and forms required or permitted under the
Plan;


 


(c)           To prepare and distribute information
explaining the Plan;


 


15





















 


(d)           To receive from the Bank and from Members,
Beneficiaries and alternate payees such information as shall be necessary for
the proper administration of the Plan;


 


(e)           To furnish the Bank or the Board of
Directors, upon request, such reports with respect to the administration of the
Plan as are reasonable and appropriate;


 


(f)            To appoint or employ advisors, including
legal and actuarial counsel (who may also be counsel to the Bank) to render
advice with regard to any responsibility of the Committee under the Plan or to
assist in the administration of the Plan;


 


(g)           To designate in writing other persons to
carry out a specified part or parts of its responsibilities hereunder
(including this power to designate other persons to carry out a part of such
designated responsibility). Any such person may be removed by the Committee at
any time with or without cause;


 


(h)           To rule on claims, and to determine the
validity of domestic relations orders and comply with such orders; and


 


(i)            All rules, actions, interpretations and
decisions of the Committee are conclusive and binding on all persons, and shall
be given the maximum possible deference allowed by law.


 


5.3           Rules of
the Administrator.  The
Administrator may adopt such rules as it deems necessary, desirable or
appropriate. When making a determination or calculation, the Administrator
shall be entitled to rely upon information furnished by a Member or
Beneficiary, the Bank, the legal counsel of the Bank, or such other person as
it deems appropriate, and shall further be entitled to rely conclusively upon
all tables, valuations, certificates, opinions and reports furnished by any
actuary, accountant, controller, counsel or other person employed or engaged by
the Bank with respect to the Plan.


 


5.4           Claims
Procedure.  Any person who
believes that he or she is then entitled to receive a benefit under the Plan
may file a claim in writing with the Administrator.  Except to the extent the Committee adopts an
alternate procedure for the review of claims, the procedures in this Section 5.4
shall apply.  The Administrator shall,
within ninety (90) days of the receipt of a claim, either allow or deny the
claim in writing.  A denial of a claim
shall be written in a manner calculated to be understood by the claimant and
shall include: (a) the specific reason or reasons for the denial; (b) specific
references to pertinent Plan provisions on which the denial is based; (c) a
description of any additional material or information necessary for the
claimant to perfect the claim and an explanation of why such material or
information is necessary; and (d) an explanation of the Plan’s claim
review procedure.  A claimant whose claim
is denied (or his or her duly authorized representative) may, within sixty (60)
days after receipt of denial of the claim: (1) submit a written request
for review to the Committee; (2) review pertinent documents; and (3) submit
issues and comments in writing.  The
Administrator shall notify the claimant of the decision of the Committee on
review within sixty (60) days of receipt of a request.  No legal action may be commenced by a Member
or Beneficiary with respect to a benefit under this Plan without first
exhausting the Plan’s administrative claims procedures, and any legal action
with 


 


16





















 


respect to a claim that has been finally denied must be commenced no
later than one year after the date of the Plan’s final denial of such claim
upon appeal.


 


SECTION 6 - AMENDMENT OR
TERMINATION


 


6.1           Amendment
or Termination.  The Board
of Directors may amend or terminate, in whole or in part, the Plan without the
consent of any Member, Beneficiary or other person; provided, however, that no
amendment or termination of the Plan shall retroactively impair or otherwise
adversely affect the rights of any Member or Beneficiary to benefits under the
Plan which have accrued prior to the date of such action; and provided further,
that an accrued benefit may be decreased as a result of equivalent increases in
the Member’s Qualified Plan Retirement Benefit due to increases in applicable
Code Limitations.  Notwithstanding the
foregoing, the Board of Directors may amend the Plan as it deems necessary to
comply with applicable law, including Code Section 409A and regulations
thereunder.


 


SECTION 7 - GENERAL
PROVISIONS


 


7.1           Member’s
Rights Unsecured.  The
right of any Member to receive future payments under the provisions of the Plan
shall be an unsecured claim against the general assets of the Bank.  The Bank shall be under no obligation to
establish any separate fund, purchase any annuity contract, or in any other way
make any special provision or specifically earmark any funds for the payment of
amounts called for under the Plan.  If
the Bank chooses to establish such a fund, or purchase such an annuity contract
or make any other agreement to provide for such payments, that fund, contract
or arrangement shall remain part of the Bank’s general assets and no person
claiming payments under the Plan shall have any right, title or interest in or
to any such fund, contract or arrangement.


 


7.2           Non-assignability.  None of the benefits, payments, proceeds or
claims of any Member or Beneficiary shall be subject to any claim of any
creditor of any Member or Beneficiary and, in particular, the same shall not be
subject to attachment or garnishment or other legal process by any creditor of
such Member or Beneficiary, nor shall any Member or Beneficiary have any right
to alienate, anticipate, commute, pledge, encumber or assign any of the
benefits or payments or proceeds which he or she may expect to receive,
contingently or otherwise, under the Plan. 
Notwithstanding the foregoing, the Bank shall comply with the terms of a
domestic relations order applicable to a Member’s interest in the Plan,
provided that such order does not require the payment of benefits in a manner
or amount, or at a time, inconsistent with the terms of the Plan.  The Bank shall have no liability to any
Member or Beneficiary to the extent that his or her benefit is reduced in
accordance with the terms of a domestic relations order that the Bank applies
in good faith.  In determining the amount
of any Supplemental Benefit under Section 3.1 or 4.1 of the Plan, the
amount of Qualified Plan Benefit taken into account under Section 3.1(c) or
4.1(c), respectively, shall be determined prior to reduction for any award
under a qualified domestic relations order relating to such Benefit.


 


7.3           Small
Benefits.  If the present
value of aggregate Supplemental Benefit as of the Pension Commencement Date is
less than the dollar limitation on elective deferrals as then in effect under
Code Section 402(g), the Bank shall pay the present value of such benefit
to the 


 


17





















 


Member or Beneficiary, as applicable, in a single lump sum in lieu of
any further benefit payments hereunder. 
Present value shall be calculated as provided in the Qualified Plan.


 


7.4           Taxes.  The Administrator shall withhold all federal,
state or local taxes that it reasonably believes are required to be withheld
from any payments under the Plan.


 


7.5           Limitation
of Member’s Rights. 
Nothing contained in the Plan shall confer upon any person a right to be
employed or to continue in the employ of the Bank, or interfere in any way with
the right of the Bank to terminate the employment of a Member at any time, with
or without cause.


 


7.6           Receipt
and Release.  Any payment
to any Member or Beneficiary in accordance with the provisions of the Plan
shall, to the extent thereof, be in full satisfaction of all claims against the
Bank or the Plan, and the Administrator may require such Member or Beneficiary,
as a condition precedent to such payment, to execute a receipt and release to
such effect.  If any Member or
Beneficiary is determined by the Administrator to be incompetent by reason of
physical or mental disability (including minority) to give a valid receipt and
release, the Administrator may cause the payment or payments becoming due to
such person to be made to another person for his or her benefit without
responsibility on the part of the Administrator or the Bank to follow the application
of such funds.


 


7.7           Unclaimed
Benefit.  Each Member
shall keep the Company informed of his or her current address and the current
address of his or her spouse.  The
Company shall not be obligated to search for the whereabouts of any
person.  In the event any person who is
entitled to a benefit from the Plan cannot be located and such benefit remains
unpaid for one year after the date payment was due, the amount required to pay
such benefit shall remain in the rabbi trust (if applicable) or else retained
by the Company; provided, however, that if the person who is entitled to the
benefit is subsequently located, the benefit shall be restored and paid to such
person without provision for interest.


 


7.8           Governing
Law.  The Plan shall be
construed, administered, and governed in all respects under and by the laws of
the Commonwealth of Massachusetts.  If
any provision shall be held by a court of competent jurisdiction to be invalid
or unenforceable, the remaining provisions hereof shall continue to be fully effective.


 


7.9           Designation
of Beneficiary.  Each
Member may file with the Administrator a written designation of one or more
persons as the Beneficiary who shall be entitled to receive the amount, if any,
payable under the Plan upon the Member’s death. 
The Member may, from time to time, revoke or change his or her
Beneficiary designation without the consent of any prior Beneficiary by filing
a new designation with the Administrator. 
The last such designation received by the Administrator shall be controlling;
provided, however, that no designation, or change or revocation thereof, shall
be effective unless received by the Administrator prior to the Member’s death,
and in no event shall it be effective as of a date prior to such receipt.  If the Administrator is in doubt as to the
right of any person to receive such amount, the Administrator may retain such
amount, without liability for any interest thereon, until the rights thereto
are determined, or the Administrator may pay such amount into any court of competent
jurisdiction 


 


18





















 


and such payment shall be a complete discharge of the liability of the
Plan and the Bank therefor.  If no
Beneficiary is designated or no designated Beneficiary survives the Member,
payment shall be made in a single lump sum to the Member’s estate.


 


7.10         Successorship.  The Plan shall be binding upon and inure to
the benefit of the Bank and its successors and assigns, and the Members, and
the successors, assigns, designees and estates of the Members.  The Plan shall also be binding upon and inure
to the benefit of any successor bank or organization succeeding to
substantially all of the assets and business of the Bank, but nothing in the
Plan shall preclude the Bank from merging or consolidating into or with, or
transferring all or substantially all of its assets to, another bank which
assumes the Plan and all obligations of the Bank hereunder.  The Bank agrees that it will make appropriate
provision for the preservation of Members’ rights under the Plan in any
agreement or plan which it may enter into to effect any such merger,
consolidation, reorganization or transfer of assets.  In such a merger, consolidation,
reorganization, or transfer of assets and assumption of Plan obligations of the
Bank, the term Bank shall refer to such other bank and the Plan shall continue
in full force and effect.


 


7.11         Indemnification.  No Committee member shall be personally
liable by reason of any instrument executed by him or on his behalf, or action
taken by him, in his capacity as a Committee member nor for any mistake of
judgment made in good faith.  The Bank
shall indemnify and hold harmless the Plan and each Committee member and each
employee, officer or director of the Bank or the Plan, to whom any duty, power,
function or action in respect of the Plan may be delegated or assigned, or from
whom any information is requested for Plan purposes, against any cost or
expense (including fees of legal counsel) and liability (including any sum paid
in settlement of a claim or legal action with the approval of the Bank) arising
out of anything done or omitted to be done in connection with the Plan, unless
arising out of such person’s fraud or bad faith.


 


7.12         Headings
and Subheadings.  Headings
and subheading in this Plan are inserted for convenience only and are not to be
considered in the construction of the provisions hereof.


 


IN WITNESS WHEREOF,
and pursuant to adoption of this Plan Document by the Board of Directors of the
Bank has caused this Plan Document to be executed this 25th day of July, 2008
by:


 


 


	
  /s/Janelle K. Authur

  	
   

  	
  /s/Ellen McLaughlin

  
	
  Senior Vice
  President/Executive Director of

  	
   

  	
  Senior Vice
  President/General Counsel

  
	
  Human Resources

  	
   

  	
   

  



 


19