Form of Employee Stock Ownership Plan


    Exhibit
      10.1

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    MUTUAL
      FEDERAL BANCORP, INC. EMPLOYEE STOCK OWNERSHIP PLAN

     

    (Effective
      Generally as of January 1, 2006)

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
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    CERTIFICATE
      OF SECRETARY

     

    I,
      Julie
      Oksas, Secretary of Mutual Federal Bancorp, Inc., a Federal corporation, do
      hereby certify that attached hereto is a true and correct copy of the Mutual
      Federal Bancorp, Inc. Employee Stock Ownership Plan (Effective Generally as
      of
      January 1, 2006).

     

    WITNESS
      my hand
      this __ day
      of
      ___________,
      2006.

     

    
      	 	
               

                    
                __________________________________________

              Secretary
                as Aforesaid

               

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
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          of Contents

      

    

     

    MUTUAL
      FEDERAL BANCORP, INC. EMPLOYEE STOCK OWNERSHIP PLAN

    (Effective
      Generally as of January 1, 2006)

     

    Table
      of Contents

     

    
      
        	
                Article 1

              	
                DESCRIPTION
                  AND PURPOSE

              	
                1

              
	 	 	 
	
                1.1

              	
                Plan
                  Name

              	
                1

              
	
                1.2

              	
                Plan
                  Purpose

              	
                1

              
	
                1.3

              	
                Plan
                  Description and Administration

              	
                1

              
	
                1.4

              	
                Construction
                  and Applicable Law

              	
                1

              
	
                1.5

              	
                Severability

              	
                2

              
	
                1.6

              	
                Notification
                  of Addresses

              	
                2

              
	 	 	 
	
                Article 2

              	
                DEFINITIONS

              	
                3

              
	 	 	 
	
                2.1

              	
                Account

              	
                3

              
	
                2.2

              	
                Active
                  Participant

              	
                3

              
	
                2.3

              	
                Affiliated
                  Organization or Affiliate

              	
                3

              
	
                2.4

              	
                Beneficiary

              	
                3

              
	
                2.5

              	
                Board

              	
                3

              
	
                2.6

              	
                Cash
                  Account

              	
                3

              
	
                2.7

              	
                Code

              	
                3

              
	
                2.8

              	
                Committee

              	
                3

              
	
                2.9

              	
                Company

              	
                3

              
	
                2.10

              	
                Company
                  Stock

              	
                4

              
	
                2.11

              	
                Compensation

              	
                4

              
	
                2.12

              	
                Consent
                  of Spouse

              	
                4

              
	
                2.13

              	
                Designated
                  Acquisition Employee

              	
                5

              
	
                2.14

              	
                Disability
                  Retirement Date

              	
                5

              
	
                2.15

              	
                Disabled

              	
                5

              
	
                2.16

              	
                Distribution
                  Date

              	
                5

              
	
                2.17

              	
                Effective
                  Date

              	
                5

              
	
                2.18

              	
                Employee

              	
                5

              
	
                2.19

              	
                Entry
                  Date

              	
                5

              
	
                2.20

              	
                ERISA

              	
                5

              
	
                2.21

              	
                ESOP
                  Controlled Group Member

              	
                6

              
	
                2.22

              	
                Exempt
                  Loan

              	
                6

              
	
                2.23

              	
                Fair
                  Market Value

              	
                8

              
	
                2.24

              	
                Fund

              	
                8

              
	
                2.25

              	
                Highly
                  Compensated Employee/Non-Highly Compensated
                  Employee

              	
                8

              
	
                2.26

              	
                Hour
                  of Service

              	
                8

              
	
                2.27

              	
                Leased
                  Employees

              	
                8

              
	
                2.28

              	
                Named
                  Fiduciary

              	
                8

              
	
                2.29

              	
                Normal
                  Retirement Date

              	
                9

              
	
                2.30

              	
                Participant

              	
                9

              
	
                2.31

              	
                Participating
                  Employer

              	
                9

              
	
                2.32

              	
                Period
                  of Uniformed Service

              	
                9

              


      

       

      
        
          
          

        

        
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      Page

       

      
        
          	
                  2.33

                	
                  Plan

                	
                  9

                
	
                  2.34

                	
                  Plan
                    Rule

                	
                  9

                
	
                  2.35

                	
                  Plan
                    Year

                	
                  9

                
	
                  2.36

                	
                  Qualified
                    Employee

                	
                  9

                
	
                  2.37

                	
                  Reemployment
                    After a Period of Uniformed
                    Service

                	
                  10

                
	
                  2.38

                	
                  Related
                    Defined Contribution Plan

                	
                  12

                
	
                  2.39

                	
                  Section 415
                    Wages

                	
                  12

                
	
                  2.40

                	
                  Termination
                    of Employment

                	
                  12

                
	
                  2.41

                	
                  Treasury
                    Regulations

                	
                  12

                
	
                  2.42

                	
                  Trust

                	
                  13

                
	
                  2.43

                	
                  Trust
                    Agreement

                	
                  13

                
	
                  2.44

                	
                  Trustee

                	
                  13

                
	
                  2.45

                	
                  Unallocated
                    Reserve

                	
                  13

                
	
                  2.46

                	
                  Uniformed
                    Services

                	
                  13

                
	
                  2.47

                	
                  Valuation
                    Date

                	
                  13

                
	 	 	 
	
                  Article 3

                	
                  SERVICE

                	
                  14

                
	 	 	 
	
                  3.1

                	
                  Year
                    of Service

                	
                  14

                
	
                  3.2

                	
                  Hour
                    of Service

                	
                  14

                
	
                  3.3

                	
                  One
                    Year Break in Service

                	
                  15

                
	 	 	 
	
                  Article 4

                	
                  ELIGIBILITY

                	
                  17

                
	 	 	 
	
                  4.1

                	
                  Eligibility
                    Requirements

                	
                  17

                
	
                  4.2

                	
                  Reemployment
                    After Termination of Employment, Transfer or a
                    Period of Uniformed Service

                	
                  17

                
	
                  4.3

                	
                  Transfer
                    Among Participating Employers or
                    Affiliates

                	
                  17

                
	
                  4.4

                	
                  Condition
                    of Participation

                	
                  18

                
	
                  4.5

                	
                   Termination
                    of Participation

                	
                  18

                
	 	 	 
	
                  Article 5

                	
                  CONTRIBUTIONS

                	
                  19

                
	 	 	 
	
                  5.1

                	
                  ESOP
                    Contributions

                	
                  19

                
	
                  5.2

                	
                  Application
                    of Dividends

                	
                  19

                
	
                  5.3

                	
                  ESOP
                    Allocations

                	
                  20

                
	
                  5.4

                	
                  Certain
                    Limitation on Allocations of Company Stock for Code
                    Section 1042 Transactions or if an Affiliated Organization is an
                    S-Corporation

                	
                  21

                
	
                  5.5

                	
                  Rollovers
                    and Transfers

                	
                  21

                
	
                  5.6

                	
                  After-Tax
                    Contributions

                	
                  21

                
	
                  5.7

                	
                  Contributions
                    Must be Deductible

                	
                  21

                
	 	 	 
	
                  Article 6

                	
                  PLAN
                    ACCOUNTS AND VALUATION

                	
                  22

                
	 	 	 
	
                  6.1

                	
                  Establishment
                    of Accounts

                	
                  22

                
	
                  6.2

                	
                  Valuation
                    Accounts

                	
                      22

                


        

        
          
            
              
                	
                        6.3

                      	
                        Adjusted
                          Accounting

                      	
                        23

                      
	
                        6.4

                      	
                        Allocations
                          Do Not Create Rights

                      	
                        23

                      
	 	 	 


              

              
                 

                
                  
                    
                      
                      

                    

                    
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                  Page

                   

                

              

              
                	
                        Article 7

                      	
                        IN-SERVICE
                          WITHDRAWALS

                      	
                        24

                      
	 	 	 
	
                        7.1

                      	
                        Hardship
                          Withdrawals and Plan Loans

                      	
                        24

                      
	
                        7.2

                      	
                        Pre-Retirement
                          Diversification
                          Distribution

                      	
                        24

                      
	
                        7.3

                      	
                        No
                          Other In-Service Distributions

                      	
                        24

                      
	 	 	 
	
                        Article 8

                      	
                        VESTING

                      	
                        25

                      
	 	 	 
	
                        8.1

                      	
                        Vested
                          Benefits

                      	
                        25

                      
	
                        8.2

                      	
                        Nonvested
                          Participants

                      	
                        25

                      
	
                        8.3

                      	
                        Death

                      	
                        25

                      
	
                        8.4

                      	
                        Forfeiture
                          Accounts and Forfeitures

                      	
                        25

                      
	
                        8.5

                      	
                        Change
                          in Control

                      	
                        26

                      
	 	 	 
	
                        Article 9

                      	
                        DISTRIBUTIONS
                          AFTER TERMINATION OF
                          EMPLOYMENT

                      	
                        29

                      
	 	 	 
	
                        9.1

                      	
                        Time
                          and Method of Distribution

                      	
                        29

                      
	
                        9.2

                      	
                        Accounting
                          Following Termination of
                          Employment

                      	
                        30

                      
	
                        9.3

                      	
                        Source
                          of Benefits

                      	
                        31

                      
	
                        9.4

                      	
                        Incompetent
                          Payee

                      	
                        31

                      
	
                        9.5

                      	
                        Prohibition
                          on Assignment or Alienation of
                          Benefits

                      	
                        31

                      
	
                        9.6

                      	
                        Payment
                          of Taxes

                      	
                        32

                      
	
                        9.7

                      	
                        Conditions
                          Precedent

                      	
                        32

                      
	
                        9.8

                      	
                        Committee
                          Directions to Trustee

                      	
                        32

                      
	
                        9.9

                      	
                        Rollovers
                          and Transfers to Other Qualified
                          Plans

                      	
                        33

                      
	
                        9.10

                      	
                        Distributions
                          of Dividends Paid on Company
                          Stock

                      	
                        34

                      
	
                        9.11

                      	
                        Beneficiary
                          Designation

                      	
                        34

                      
	
                        9.12

                      	
                        Payment
                          Satisfies Claims

                      	
                        35

                      
	
                        9.13

                      	
                        Disposition
                          if Distributee Cannot be
                          Located

                      	
                        35

                      
	
                        9.14

                      	
                        Right
                          of First Refusal

                      	
                        35

                      
	
                        9.15

                      	
                        Put
                          Option

                      	
                        36

                      
	
                        9.16

                      	
                        Stock
                          Certificate Legend

                      	
                        37

                      
	 	 	 
	
                        Article 10

                      	
                        VOTING
                          COMPANY STOCK

                      	
                        38

                      
	 	 	 
	
                        10.1

                      	
                        Voting
                          of Company Stock

                      	
                        38

                      
	
                        10.2

                      	
                        Confidentiality
                          Procedures

                      	
                        38

                      
	 	 	 
	
                        Article 11

                      	
                        CONTRIBUTION
                          AND ALLOCATION
                          LIMITATIONS

                      	
                        39

                      
	 	 	 
	
                        11.1

                      	
                        Limitation
                          on Allocations

                      	
                        39

                      
	 	 	 
	
                        Article 12

                      	
                        ADMINISTRATION
                          OF PLAN

                      	
                        41

                      
	 	 	 
	
                        12.1

                      	
                        Composition
                          of Committee

                      	
                        41

                      
	
                        12.2

                      	
                        Delegation
                          By Committee

                      	
                        42

                      


              

            

          

          
            
              	
                      12.3

                    	
                      Uniform
                        Rules

                    	
                      42

                    
	
                      12.4

                    	
                      Information
                        to be Furnished to Committee

                    	
                      42

                    
	
                      12.5

                    	
                      Committee’s
                        Decision Final

                    	
                      42

                    
	
                      12.6

                    	
                      Exercise
                        of Committee’s Duties

                    	
                      42

                    
	
                      12.7

                    	
                      Remuneration
                        and Expenses

                    	
                      43

                    


            

             

            
              
                
                  
                  

                

                
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                      12.8

                    	
                      Resignation
                        or Removal of Committee
                        Member

                    	
                      43

                    
	
                      12.9

                    	
                      Appointment
                        of Successor Committee
                        Members

                    	
                      43

                    
	
                      12.10

                    	
                      Interested
                        Committee Member

                    	
                      43

                    
	
                      12.11

                    	
                      Claims
                        Procedure

                    	
                      43

                    
	
                      12.12

                    	
                      Records

                    	
                      44

                    
	
                      12.13

                    	
                      Indemnification
                        of Committee Members

                    	
                      44

                    
	 	 	 
	
                      Article 13

                    	
                      AMENDMENT,
                        TERMINATION, MERGER

                    	
                      46

                    
	 	 	 
	
                      13.1

                    	
                      Amendment

                    	
                      46

                    
	
                      13.2

                    	
                      Permanent
                        Discontinuance of Contributions

                    	
                      46

                    
	
                      13.3

                    	
                      Termination

                    	
                      46

                    
	
                      13.4

                    	
                      Partial
                        Termination

                    	
                      46

                    
	
                      13.5

                    	
                      Merger,
                        Consolidation, or Transfer of Plan
                        Assets

                    	
                      46

                    
	
                      13.6

                    	
                      Deferral
                        of Distributions

                    	
                      47

                    
	 	 	 
	
                      Article 14

                    	
                      MISCELLANEOUS

                    	
                      48

                    
	 	 	 
	
                      14.1

                    	
                      Limited
                        Reversion of Fund

                    	
                      48

                    
	
                      14.2

                    	
                      Top-Heavy
                        Provisions

                    	
                      48

                    


            

          

        

      

    

    


    
      
        
        

      

      
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    MUTUAL
      FEDERAL BANCORP, INC. EMPLOYEE STOCK OWNERSHIP PLAN

    (Effective
      Generally as of January 1, 2006)

     

    
      ARTICLE 1

       

      DESCRIPTION
        AND PURPOSE

       

      

        1.1 Plan
          Name.
          The
          name of the Plan is the “Mutual Federal Bancorp, Inc. Employee Stock Ownership
          Plan.”

         

        1.2 Plan
          Purpose.
          The
          purposes of the Plan are to provide eligible employees with a means to
          acquire a
          beneficial ownership interest in Company Stock and to supplement their
          retirement income. The establishment and maintenance of the Plan neither
          gives
          any Employee a right to continuing employment with, nor limits the right
          of, an
          Affiliated Organization to discharge or otherwise deal with the Employee
          without
          regard to the effect such action might have on his or her initial or continued
          participation in the Plan.

         

        1.3 Plan
          Description and Administration.
          The
          Plan is intended to satisfy the applicable tax-qualification requirements
          of
          Code section 401(a) and the applicable requirements of Title I of
          ERISA and is intended to be an “employee stock ownership plan,” as defined in
          Code section 4975(e)(7) and ERISA section 407(d)(6). Plan assets will
          be primarily invested in Company Stock. The Plan is administered on behalf
          of
          the Company by a Committee in accordance with Article 12 of the Plan. The
          Committee shall be the “Named Fiduciary” of the Plan pursuant to ERISA section
          403(a). 

         

        1.4 Construction
          and Applicable Law.
          The
          Plan will be administered and construed in a manner consistent with this
          Plan
          document and under Plan Rules applicable to all similarly situated employees
          and
          for the exclusive benefit of Participants and Beneficiaries. It shall also
          be
          construed and administered according to the laws of the State of Illinois
          to the
          extent that such laws are not preempted by the laws of the United States
          of
          America. The Plan shall also be construed in accordance with the following
          rules:

         

        (a) Headings
          at the beginning of articles and sections hereof are for convenience of
          reference, shall not be considered a part of the text of the Plan and shall
          not
          influence its construction.

         

        (b) Capitalized
          terms used in the Plan shall have their meaning as defined in the Plan
          unless
          the context clearly indicates to the contrary.

         

        (c) Any
          references to the masculine gender include the feminine and vice
          versa.

         

        (d) Use
          of
          the words “hereof,” “herein,” “hereunder” or similar compounds of the word
“here” shall mean and refer to the entire Plan unless the context clearly
          indicates to the contrary.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
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        (e) The
          provisions of the Plan shall be construed as a whole in such manner as
          to carry
          out the provisions thereof and shall not be construed separately without
          relation to the context.

         

        1.5 Severability.
          If any
          provision of this Plan shall be held illegal or invalid for any reason,
          said
          illegality or invalidity shall not affect the remaining provisions of this
          Plan,
          and this Plan shall be construed and enforced as if said illegal or invalid
          provision had never been included herein.

         

        1.6 Notification
          of Addresses.
          Each
          Participant, Beneficiary of a deceased Participant and Alternate Payee
          shall
          file with the Committee from time to time in writing his or her post-office
          address and each change of post-office address. Any communication, statement
          or
          notice addressed to the last post-office address filed with the Committee,
          or if
          no such address was filed with the Committee, then to the last post-office
          address of the Participant, Beneficiary or Alternate Payee as shown on
          the
          Participating Employer’s records, will be binding on them for all purposes of
          this Plan and neither the Trustee, Committee nor the Company shall be obliged
          to
          search for or ascertain the whereabouts of any Participant, Beneficiary
          or
          Alternate Payee.

         

        
          
            
            

          

          
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        ARTICLE 2

         

        DEFINITIONS

         

        The
          definitions set forth in this Article will be applied in construing this
          Plan document unless the context otherwise indicates (other definitions
          with
          comparatively limited applicability are set forth in other
          Articles).

         

        2.1 Account.
          An
“Account” with respect to a Participant is any or all of the accounts maintained
          on his or her behalf pursuant to Section 6.1, as the context
          requires.

         

        2.2 Active
          Participant.
          An
          Employee is an “Active Participant” only while he or she is both a Participant
          and a Qualified Employee.

         

        2.3 Affiliated
          Organization or Affiliate.
          An
“Affiliated Organization” or “Affiliate” is the Company and any other entity
          (whether corporation, partnership, sole proprietorship or
          otherwise): (a) if both entities are corporations which are members of
          a controlled group of corporations as defined in Code section 414(b);
          (b) if both entities are trades or businesses (whether or not
          incorporated) which are under common control as defined in regulations
          under Code section 414(c); (c) if both entities are members of an
“affiliated service group” as defined in Code section 414(m); or (d) to the
          extent both entities are required to be aggregated pursuant to regulations
          under
          Code section 414(o). For purposes of applying the Code section 415 limitations
          set forth in Article 11, a parent-subsidiary arrangement that constitutes
          an Affiliated Organization shall be determined by using a “more than 50 percent”
test, instead of an “at least 80 percent” test under Code
          sections 414(b) and (c). Service for all entities that constitute an
          Affiliated Organization shall be treated as service for a single employer
          to the
          extent required by the Code; provided, however, that an individual shall
          not be
          a Qualified Employee by reason of this Section.

         

        2.4 Beneficiary.
          A
“Beneficiary” is a person designated or otherwise determined under the
          provisions of Section 9.11 as the distributee of benefits payable after the
          death of a Participant.

         

        2.5 Board.
          The
“Board” is the board of directors of the Company.

         

        2.6 Cash
          Account.
          The
“Cash Account” is the account established pursuant to clause (a) of
          Section 6.1 to evidence cash contributions made on behalf of a Participant
          by a Participating Employer under the Plan.

         

        2.7 Code.
          The
“Code” is the Internal Revenue Code of 1986, as amended. Any reference to a
          specific provision of the Code includes a reference to such provision as
          it may
          be amended from time to time and to any successor provision.

         

        2.8 Committee.
          The
“Committee” is that constituted under Article 12.

         

        2.9 Company.
          The
“Company” is the Mutual Federal Bancorp, Inc., a Federal corporation, or any
          successor thereto.

         

        
          
            
            

          

          
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        2.10 Company
          Stock.
          “Company Stock” means common stock issued by the Company or an ESOP Controlled
          Group Member that is readily tradable on an established securities market
          or, if
          there is no such stock, common stock having voting power and dividend rates
          equal to or in excess of:

         

        (a) that
          class of common stock of the Company or an ESOP Controlled Group Member
          having
          the greatest voting power; and

         

        (b) that
          class of common stock of the Company or an ESOP Controlled Group Member
          having
          the greatest dividend rights.

         

        Non-callable
          preferred stock shall be treated as Company Stock if such stock is convertible
          at any time into stock which meets the applicable requirements above and
          if such
          conversion is at a conversion price which (as of the date of the acquisition
          by
          the Trust) is reasonable. Preferred stock will be treated as non-callable
          if, after the call, there will be a reasonable opportunity for a conversion
          which meets the requirements of the preceding sentence.

         

        2.11 Compensation.

         

        (a) The
          “Compensation” of a Participant for any Plan Year is the amount of his or her
          salary from the Participating Employer for such year including commissions,
          bonuses, overtime, pre-tax contributions made under a plan maintained by
          a
          Participating Employer described in Code section 401(k) or a cafeteria plan
          under Code section 125 and qualified transportation fringe benefits described
          in
          Code section 132(f) for that year, but excluding any directors’ fees, any
          premiums paid or costs incurred by a Participating Employer (and not deducted
          from Compensation) for welfare or fringe benefits, employee reimbursements
          or moving expenses, payments from a qualified retirement plan or a nonqualified
          deferred compensation plan, income from any stock option, stock appreciation
          right, phantom stock or similar equity compensation plan or arrangement,
          and any
          Social Security or similar taxes paid by a Participating Employer (and
          not
          deducted from Compensation).

         

        (b) If
          a
          Participant is Reemployed After a Period of Uniformed Service, then his
          or her
          Compensation relating to a Period of Uniformed Service shall be based on:
          (1) the amount the Participant would have received (but for the Period of
          Uniformed Service) under Paragraph (a) above; or (2) if such
          amount is not reasonably certain, then the Participant’s average Compensation
          during the 12 months immediately preceding the Period of Uniformed Service
          (or,
          if shorter, during the Participant’s period of employment immediately preceding
          the Period of Uniformed Service).

         

        (c) Notwithstanding
          subparagraph (a), in no event will a Participant’s Compensation for any Plan
          Year be taken into account to the extent it exceeds $220,000 or, if greater,
          the
          dollar limitation then in effect under Code section 401(a)(17) when the
          applicable Plan Year begins. To the extent required under the Code and
          applicable Treasury Regulations, the Compensation dollar limitation in
          this
          subparagraph (c) shall be pro rated for any short Plan Year less than 12
          months.


         

        
          
            
            

          

          
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        2.12 Consent
          of Spouse.
          Whenever the consent of a Participant’s spouse is required with respect to any
          act of the Participant, such consent will be deemed to have been obtained
          only
          if:

         

        (a) the
          Participant’s spouse executes a written consent to such act, which consent
          acknowledges the effect of such act and is witnessed by a notary public;
          or

         

        (b) the
          Committee determines that no such consent can be obtained because the
          Participant has no spouse, because the Participant’s spouse cannot be located,
          or because of such other circumstances as may, under Treasury Regulations,
          justify the lack of such consent.

         

        Any
          such
          consent by the Participant’s spouse or such determination by the Committee that
          such spouse’s consent is not required is effective only with respect to the
          particular spouse of the Participant who so consented or with respect to
          whom
          such determination was made. Any such consent by the Participant’s spouse to an
          act of the Participant under the Plan is irrevocable with respect to that
          act.

         

        2.13 Designated
          Acquisition Employee.
          A
“Designated Acquisition Employee” means an individual who is an employee of a
          business at the time the business is acquired by an Affiliate in a transaction
          designated by the Company as one to which the provisions of this
          Section shall apply (the “Acquired Business”) and who became an
          Employee of a Participating Employer in connection with that designated
          transaction.

         

      

      2.14 Disability
        Retirement Date.
        The
“Disability Retirement Date” means the date when an Active Participant
        terminates employment prior to attaining Normal Retirement Age due to being
        Disabled.

       

      2.15 Disabled.
        A
        Participant will be considered to be “Disabled” upon a determination by the
        Social Security Administration that he or she has become permanently and
        totally
        disabled under the Social Security Act, and as a result, is prevented from
        performing his or her regular duties for a Participating Employer.

       

      2.16 Distribution
        Date.
        The
“Distribution Date” for a Participant or Beneficiary is the date that a
        distribution is actually made to that person under the Plan.

       

      2.17 Effective
        Date.
        The
“Effective Date” of the Plan is generally January 1, 2006; provided, however,
        that if a different effective date for a particular Plan provision is required
        under the Code, then such other date shall be the Effective Date, but only
        for
        that particular provision.

       

      2.18 Employee.
        An
“Employee” is any person who performs services for the Company or an Affiliated
        Organization pursuant to an employer-employee relationship for the Plan
        Year.

       

      
        2.19 Entry
          Date.
          An
“Entry Date” is the first day of the Plan Year when a Qualified Employee has met
          the eligibility requirements to become an Active Participant under Section
          4.1
          of the Plan. 

      

       

      
        
          
          

        

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

       

      2.21 ESOP
        Controlled Group Member.
        An
“ESOP Controlled Group Member” means any corporation, other than the Company,
        that is part of a controlled group of corporations with the Company as
        determined under Code section 1563(a) as modified by Code section
        409(l)(4).

       

      2.22 Exempt
        Loan.
“Exempt
        Loan” means a direct or indirect extension of credit to the Plan (and/or
        Trust) that is not prohibited by Code section 4975 or ERISA section 406
        (after application of the prohibited transaction exemptions in Code section
        4975(d)(3) or ERISA section 408(b)(3)), subject to the
        following:

       

      (a) The
        Exempt Loan may be made or guaranteed by either a “party in interest” (as
        defined in ERISA section 3(14)) or “disqualified person” (as defined
        in Code section 4975).

       

      (b) The
        proceeds of the Exempt Loan must be used solely, and within a reasonable
        time
        after its receipt by the Trustee, to acquire Company Stock to be held initially
        in the Unallocated Reserve, or to repay a prior Exempt Loan, or for any
        combination of the foregoing purposes.

       

      (c) The
        Exempt Loan must be without recourse against the Plan and Trust except
        that:

       

      (1) the
        Company Stock acquired with the proceeds of the Exempt Loan may be pledged
        or
        otherwise used to secure repayment of the Exempt Loan,

       

      (2) any
        Company Stock which was acquired with the proceeds of a prior Exempt Loan
        which
        was repaid with the proceeds of the Exempt Loan may be pledged or otherwise
        used
        to secure repayment of the Exempt Loan,

       

      (3) any
        cash
        contributions made to the Plan that are made for the purpose of satisfying
        the
        Plan’s obligations under the Exempt Loan (and earnings thereon) may be
        pledged or otherwise used to secure repayment of the Exempt Loan,
        and

       

      (4) the
        unallocated earnings attributable to unallocated shares of Company Stock
        in the
        Unallocated Reserve acquired with the proceeds of an Exempt Loan may be pledged
        or otherwise used as security for the Exempt Loan.

       

      (d) The
        Exempt Loan must provide for principal and interest to be paid over a specific
        term and may only be payable on demand if there is a default.

       

      (e) Except
        as
        provided in subsection (f), the number of shares released from the Unallocated
        Reserve as of the end of a particular Plan Year shall equal the number of
        shares
        of Company Stock held in the Unallocated Reserve immediately before the release
        of any shares for the Plan Year multiplied by a fraction, with a numerator
        equal
        to all principal and interest payments made on the Exempt Loan for said Plan
        Year and a denominator equal to the 

       

      
        
          
          

        

        
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      numerator
        plus the total principal and interest payable under the Exempt Loan for all
        subsequent Plan Years. The number of future years for which principal and
        interest are payable under the Exempt Loan must be definitely ascertainable
        and
        must be determined without taking into account any possible extensions or
        renewal periods. If the interest rate under the loan is variable, the amount
        of
        future interest payable shall be calculated by using the interest rate in
        effect
        on the last day of the current Plan Year.

       

      (f) In
        lieu
        of the method described in subsection (e), shares of Company Stock held in
        the
        Unallocated Reserve may be released from the Unallocated Reserve with reference
        to principal payments only, provided all of the following conditions are
        met:

       

      (1) The
        Exempt Loan provides for principal and interest payments at a cumulative
        rate
        that is not less rapid at any time than level annual payments for ten
        years.

       

      (2) If
        the
        Exempt Loan constitutes a renewal, extension or refinancing of a prior Exempt
        Loan, the sum of the expired duration of the prior Exempt Loan, the renewal
        period, the extension period and the duration of the new Exempt Loan may
        not
        exceed ten years.

       

      (3) The
        number of shares to be released from the Unallocated Reserve as of the end
        of a
        particular Plan Year must equal the number of shares of Company Stock held
        in
        the Unallocated Reserve immediately before the release of any shares for
        the
        Plan Year multiplied by a fraction with a numerator equal to the amount of
        all
        principal payments made with respect to the Exempt Loan for said Plan Year
        and a
        denominator equal to the numerator plus the total principal payments to be
        paid
        over the remaining term of the Exempt Loan.

       

      (4) For
        purposes of this subsection (f), the amount of interest included in any payment
        is disregarded only to the extent that it would be determined to be interest
        under standard loan amortization tables.

       

      (g) The
        rate
        of interest (which may be fixed or variable) on the Exempt Loan must not be
        in excess of a reasonable rate of interest considering all relevant factors
        including (but not limited to) the amount and duration of the loan, the
        security given, the guarantees involved, the credit standing of the Plan,
        the
        Company, and the guarantors, and the generally prevailing rates of
        interest.

       

      (h) In
        the
        event of default upon an Exempt Loan, the Fair Market Value of Company Stock
        and
        other assets which can be transferred in satisfaction of the loan must not
        exceed the outstanding amount of the default. If the lender is a party in
        interest or a disqualified person, the loan must provide for a transfer of
        Plan
        assets upon default only upon, and to the extent of, the failure of the Plan
        to
        satisfy the payment schedule of the Exempt Loan.

       

      (i) For
        purposes of subsections (e) and (f), a loan payment shall be considered to
        be made for a Plan Year if the Company so determines and the loan payment
        is
        made within a reasonable time after the close of such Plan Year (but not
        later
        than the Company’s corporate income tax filing due date (including
        extensions) for deducting contributions for such Plan Year).

       

      
        
          
          

        

        
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      (j) As
        directed by the Committee, the Trustee is authorized to enter into one or
        more
        Exempt Loans. The proceeds of any Exempt Loan shall be used as provided in
        this
        Section. All shares of Company Stock acquired with the proceeds of an Exempt
        Loan shall be credited to the Unallocated Reserve until such time as they
        are
        released pursuant to paragraphs (e) or (f).

       

      2.23 Fair
        Market Value.
        The
“Fair Market Value” of a share of Company Stock that is traded on a generally
        recognized securities market is the prevailing price of a share on a national
        securities exchange which is registered under Section 6 of the Securities
        Exchange Act of 1934 or, if the Company Stock is not traded on such a market,
        a
        price that is not less favorable than the offering price as established by
        the
        current bid and asked prices quoted by persons independent of the Company,
        an
        Affiliate or any other party in interest or disqualified person. If Company
        Stock is not readily tradable on a generally recognized securities market,
        the
“Fair Market Value” of Company Stock is the value determined by an independent
        appraiser (appointed by the Committee) pursuant to Code section
        401(a)(28)(C).

       

      2.24 Fund.
        The
“Fund” is the total of all of the assets of every kind and nature, both
        principal and income, held in the Trust at any particular time.

       

      2.25 Highly
        Compensated Employee/Non-Highly Compensated
        Employee:

       

      (a) A
“Highly
        Compensated Employee” (within the meaning of Code section 414(q)) is
        any Employee who (1) during the current or preceding Plan Year was a
        5-percent owner of the Employer at any time during such year by virtue of
        owning
        more than 5% of the Company or an Affiliated Organization; or (2) during
        the preceding Plan Year, received Compensation from the Company or an Affiliated
        Organization in excess of $95,000 (as adjusted for cost-of-living increases
        under Code section 414(q)). 

       

      (b) The
        “Non-Highly Compensated Group” includes every employee who is not a Highly
        Compensated Employee. Every member of the Non-Highly Compensated Group is
        a
“Non-Highly Compensated Employee.”

       

      2.26 Hour
        of Service.
        An
“Hour of Service” with respect to an Employee is each hour for which he or she
        is paid, or entitled to payment, for the performance of duties for an Affiliated
        Organization.

       

      2.27 Leased
        Employees.
        A
“Leased Employee” is an individual who performs services for an Affiliate
        pursuant to an agreement, such services are performed on a substantially
        full
        time basis for a period of at least one year and such services are performed
        under the primary direction or control of the Affiliate. The determination
        of an
        individual’s status as a Leased Employee shall be made in accordance with Code
        section 414(n)(2). A Leased Employee shall be counted as an Employee for
        purposes of determining Years of Service if he or she becomes a Qualified
        Employee. However, the preceding sentence will not apply if Leased Employees
        constitute less than twenty percent of the Participating Employer’s Non-Highly
        Compensated Employee work force within the meaning of Code section
        414(n)(5)(C)(ii) and they are covered by a plan described in Code section
        414(n)(5). A Leased Employee may not accrue benefits or receive an allocation
        of
        any contributions under the Plan for service as a Leased Employee.

       

      
        
          
          

        

        
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      2.28 Named
        Fiduciary.
        The
        Committee is a “Named Fiduciary” for purposes of ERISA with authority to control
        or manage the operation and administration of the Plan and, to the extent
        specified in the Trust, the assets of the Plan. Participants may also be
        Named
        Fiduciaries for purposes of directing how shares of Company Stock are voted,
        tendered or exchanged under Article 10. Other persons may also be Named
        Fiduciaries if so identified by action of the Board. Such other person or
        persons shall have such authority to control or manage the operation and
        administration of the Plan and, to the extent specified in the Trust, assets
        of
        the Plan. 

       

      2.29 Normal
        Retirement Date.
        The
“Normal Retirement Date” of a Participant is the first day of the month
        coinciding with or next following the date on which he or she attains age
        65 or
        reaches the fifth anniversary of the time he or she commenced participation
        in
        the Plan, if later.

       

      2.30 Participant.
        A
“Participant” is a current or former Qualified Employee who has satisfied the
        eligibility requirements of Article 4, as of the Effective Date, following
        initial hire or rehire, as the case may be, with respect to whom contributions
        have been made and whose Account balances have not yet been fully distributed
        (or deemed to be distributed) under the Plan.

       

      2.31 Participating
        Employer.
        A
“Participating Employer” is the Company and any other Affiliated Organization
        that has, with the consent of the Company, adopted the Plan, and their
        respective successors. An Affiliated Organization will cease to be a
        Participating Employer upon the discontinuance of the Plan as to its Employees
        or upon its ceasing to be an Affiliated Organization with the
        Company.

       

      2.32 Period
        of Uniformed Service.
        A
“Period of Uniformed Service” means the length of time that an Employee serves
        in the Uniformed Services, as defined in Section 2.46.

       

      2.33 Plan.
        The
“Plan” is that set forth in this document as it may be amended from time to
        time.

       

      2.34 Plan
        Rule.
        A “Plan
        Rule” is a rule adopted by the Committee relating to the administration of the
        Plan. Each Plan Rule will be uniform and nondiscriminatory with respect to
        similarly situated persons.

       

      2.35 Plan
        Year.
“Plan
        Year” means the 12-consecutive-month period beginning on July 1 and ending
        on the next following December 31.

       

      2.36 Qualified
        Employee.
        “Qualified Employee” means any Employee of a Participating Employer who is a
        member of a group of Employees to whom the Plan has been extended (through
        the
        unilateral action of the Company), exclusive, however, of any person
        who:

       

      (a) is
        a
        nonresident alien who receives no earned income (within the meaning of Code
        section 911(d)(2)) from a Participating Employer that constitutes
        income from sources within the United States (within the meaning of Code
        section
        861(a)(3));

       

      
        
          
          

        

        
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      (b) is
        covered by a collective bargaining agreement, for whom retirement benefits
        were
        the subject of good faith bargaining between such person’s representative and a
        Participating Employer, and is not, as a result of such bargaining, specifically
        covered by this Plan;

       

      (c) is
        designated by the Company as an independent contractor irrespective of whether
        such categorization is proper for any other purpose; or

       

      (d) is
        a
        Leased Employee.

       

      2.37 Reemployment
        After a Period of Uniformed Service.

       

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

       

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

       

      (2) prevents
        the Participant from obtaining orders releasing him or her from such Period
        of
        Uniformed Service prior to the expiration of a five-year period (through
        no
        fault of the Participant);

       

      (3) is
        required in the National Guard for drill and instruction, field exercises
        or
        active duty training, or to fulfill necessary additional training, or to
        fulfill
        necessary additional training requirements certified in writing by the Secretary
        of the branch of Uniformed Services concerned; or

       

      (4) for
        a
        Participant is

       

      (A) required
        other than for training under any provisions of law during a war or national
        agency declared by the President or Congress;

       

      (B) required
        (other than for training) in support of an operational mission for which
        personnel have been ordered to active duty other than during war or national
        emergency;

       

      
        
          
          

        

        
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      (C) required
        in support of a critical mission or requirement of the Uniformed Services;
        or

       

      (D) the
        result of being called into service as a member of the National Guard by
        the
        President in the case of rebellion or danger of rebellion against the authority
        of the United States Government or if the President is unable to execute
        the
        laws of the United States with the regular forces.

       

      (b) The
        applicable statutory time frames within which an Employee must report to
        a
        Participating Employer after a Period of Uniformed Service are as
        follows:

       

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

       

      (A) not
        later
        than the beginning of the first full regularly scheduled work period on the
        first full calendar day following the completion of the Period of Uniformed
        Service and the expiration of eight hours after a period of time allowing
        for
        the safe transportation of the Employee from the place of service in the
        Uniformed Services to the Employee’s residence; or

       

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

       

      (2) In
        the
        case of an Employee whose Period of Uniformed Service was for more than 30
        days
        but less than 181 days, by submitting an application for reemployment with
        a
        Participating Employer not later than 14 days after the completion of the
        Period
        of Uniformed Service or, if submitting such application within such period
        is
        impossible or unreasonable through no fault of the Employee, the next first
        full
        calendar day when submission of such application becomes
        reasonable.

       

      (3) In
        the
        case of an Employee whose Period of Uniformed Service was for more than 180
        days, by submitting an application for reemployment with a Participating
        Employer not later than 90 days after the completion of the Period of Uniformed
        Service.

       

      (4) In
        the
        case of an Employee who is hospitalized for, or convalescing from, an illness
        or
        injury related to the Period of Uniformed Service the Employee shall apply
        for
        reemployment with a Participating Employer at the end of the period that
        is
        necessary for the Employee to recover. Such period of recovery shall not
        exceed
        two years, unless circumstances beyond the Employee’s control make reporting as
        above unreasonable or impossible.

       

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

       

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

       

      
        
          
          

        

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

       

      (3) a
        discharge of a commissioned officer from the Uniformed Services by court
        martial, by commutation of sentence by court martial, or, in time of war,
        by the
        President; or

       

      (4) a
        demotion of a commissioned officer in the Uniformed Services for absence
        without
        authorized leave of at least 3 months, confinement under a sentence by court
        martial, or confinement in a federal or state penitentiary after being found
        guilty of a crime under a final sentence.

       

      2.38 Related
        Defined Contribution Plan.
        A
“Related Defined Contribution Plan” is a defined contribution plan maintained by
        an Affiliated Organization.

       

      2.39 Section 415
        Wages.
        A
        Participant’s “Section 415 Wages” for any period is the sum of all
        remuneration received by such person during such period from an Affiliated
        Organization that constitutes “compensation” within the meaning of Code section
        415(c)(3) and Treasury Regulations thereunder and including any pre-tax
        salary reduction contributions made under a cafeteria (section 125) plan, a
        plan described in section 401(k) of the Code and qualified transportation
        fringe benefits under Code section 132(f). Notwithstanding the foregoing,
        if a
        Participant is Reemployed After a Period of Uniformed Service, then his or
        her
        Section 415 Wages relating to a Period of Uniformed Service shall be based
        on: (a) the amount of compensation the Participant would have received
        during a Plan Year (but for the Period of Uniformed Service); or (b) if the
        compensation the Participant would have received during a Plan Year is not
        reasonably certain, then the Participant’s average compensation during the 12
        months immediately preceding the Period of Uniformed Service (or, if shorter,
        during the Participant’s period of employment immediately preceding the Period
        of Uniformed Service). To the extent required by Treasury Regulations, a
        Participant’s Section 415 Wages for a Plan Year in excess of the limitation then
        in effect under Code section 401(a)(17) for that year shall be
        disregarded.

       

      2.40 Termination
        of Employment.
        The
“Termination of Employment” of an Employee for purposes of the Plan shall be
        deemed to occur upon his resignation, discharge, retirement, death, failure
        to
        return to active work at the end of an authorized leave of absence or the
        authorized extension or extensions thereof, failure to return to work when
        duly
        called following a temporary layoff, or upon the happening of any other event
        or
        circumstance which, under the policy of the Company, results in the termination
        of the employer-employee relationship with all Affiliated Organizations.
        If the
        employer-employee relationship is terminated because of a Period of Uniformed
        Service, and if the Employee subsequently returns to employment with an
        Affiliated Organization under circumstances such that he or she has reemployment
        rights under USERRA, for all purposes of the Plan and only for such purposes
        he
        or she shall be deemed to have been on an authorized leave of absence during
        his
        period of military service.

       

      
        
          
          

        

        
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      2.41 Treasury
        Regulations.
        “Treasury Regulations” mean regulations, rulings, notices and other
        promulgations issued under the authority of the Secretary of the United States
        Treasury Department that apply to, or may be relied upon in the administration
        of, this Plan.

       

      2.42 Trust.
        The
“Trust” or “Trust Fund” that is created for the purposes of holding and funding
        assets for the Plan and for implementing benefits under the Plan pursuant
        to the
        Trust Agreement.

       

      2.43 Trust
        Agreement.
“Trust
        Agreement” means the “Mutual Federal Bancorp, Inc. Employee Stock Ownership
        Trust,” as from time to time amended.

       

      2.44 Trustee.
        The
“Trustee” is the corporation and/or individual or individuals who from time to
        time is or are the duly appointed and acting trustee or trustees of the
        Trust.

       

      2.45 Unallocated
        Reserve.
        “Unallocated Reserve” means that portion of the Trust Fund which consists of
        shares of Company Stock (and dividends and any other earnings attributable
        thereto) acquired with the proceeds of an Exempt Loan and which are held in
        suspense pending allocation to Participants’ Accounts pursuant to
        Article 5.

       

      2.46 Uniformed
        Services.
        “Uniformed Services” means the performance of duty on a voluntary or involuntary
        basis in the uniformed service of the United States, including the U.S. Public
        Health Services, under competent authority and includes active duty, active
        duty
        for training, initial activity duty for training, inactive duty training,
        full-time National Guard duty, and the period for which a person is absent
        from
        a position of employment for purposes of an examination to determine the
        fitness
        of the person to perform any such duty.

       

      2.47 Valuation
        Date.
        “Valuation Date” means the date on which the Fund is valued as provided in
        Sections 6.2 and 6.3. Each of the following is a “Valuation
        Date”:

       

      (a) The
        last
        day of each Plan Year,

       

      (b) Such
        other day or days, as designated by the Committee, in written notice to the
        Trustee, as it may consider necessary or advisable to provide for the orderly
        and equitable administration of the Plan, and

       

      (c) For
        the
        Company Stock Accounts only if Company Stock is not readily tradable on an
        established securities market, the date specified by an independent appraiser
        in
        its latest appraisal of the Fair Market Value of the Company Stock delivered
        to
        the Trustee.

       

      
        
          
          

        

        
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      ARTICLE 3

       

      SERVICE

       

      3.1 Year
        of Service.
        The
        term “Year of Service” means, with respect to any Employee, any Computation
        Period (as defined below), during which he or she completes at least 1,000
        Hours
        of Service (as defined in Section 3.2). For purposes of Plan eligibility, a
“Computation Period” is initially the 12 consecutive month period beginning on
        the Employee’s commencement of employment with an Affiliated Organization and
        thereafter each full Plan Year beginning after the Employee first completes
        an
        Hour of Service. For purposes of vesting under the Plan, a “Computation Period”
is each Plan Year. The computation of a Year of Service will be made subject
        to
        the following:

       

      (a) For
        purposes of Section 4.1, if a Participant at Termination of Employment has
        not accumulated any vesting credit under Section 8.1 and the number of his
        or her consecutive One Year Breaks in Service (as defined in
        Section 3.3) equals or exceeds five, then, if that Participant is
        rehired after a Termination of Employment, the Participant’s number of Years of
        Service, if any, accrued prior to such period of breaks shall be disregarded
        and
        he or she shall be considered as a new Employee for all purposes of the
        Plan;

       

      (b) For
        purposes of determining a Participant’s vested percentage under Section 8.1
        of the Plan, if any, earned prior to the date he or she incurs five consecutive
        One Year Breaks in Service, a Participant’s number of Years of Service completed
        after incurring such period of Breaks in Service shall be
        disregarded;

       

      (c) For
        purposes of determining a Participant’s vested percentage under Section 8.1
        of the Plan, if any, earned after the date he or she incurs at least five
        consecutive One Year Breaks in Service, a Participant’s Years of Service
        completed prior to incurring such a period of Breaks in Service shall only
        be
        disregarded if he or she did not accumulate any vesting rights under
        Section 8.1 before incurring such a period of Breaks in
        Service;

       

      (d) Years
        of
        Service for a Designated Acquisition Employee shall be calculated as if his
        or
        her most recent period of continuous employment with the acquired business
        constituted service with an Affiliated Organization;

       

      (e) Years
        of
        Service prior to the Effective Date shall be included; and

       

      (f) For
        purposes of determining a Participant’s vested percentage under Section 8.1
        of the Plan, only Years of Service completed after age 18 shall be
        included.

       

      3.2 Hour
        of Service.
        Subject
        to the following provisions of this Section 3.2, the term “Hour of Service”
means, with respect to any Employee, each hour for which he or she is paid
        or
        entitled to payment (before or after the Effective Date) for the performance
        of
        duties for an Affiliated Organization or for back pay which, irrespective
        of
        mitigation of damages, has been awarded to the Employee or agreed to by an
        Affiliated Organization (these hours shall be credited to the Employee for
        the
        Computation Period or periods to which the award or agreement pertains rather
        than the Computation Period in which the award, agreement or payment was
        made).
        An Employee shall be credited with 8 Hours of Service a day, and up to 40
        Hours
        of 

       

      
        
          
          

        

        
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      Service
        per week, during which he or she performs no duties for an Affiliated
        Organization (irrespective of whether the employment relationship has
        terminated) by reason of:

       

      (a) vacation,

       

      (b) holiday,

       

      (c) illness,

       

      (d) incapacity,

       

      (e) layoff,

       

      (f) jury
        duty,

       

      (g) military
        duty,

       

      (h) leave
        of
        absence for which he or she is directly or indirectly paid or entitled to
        payment by an Affiliated Organization, or

       

      (i) a
        Period
        of Uniformed Service;

       

      provided,
        however, an Employee shall not be credited with more than 501 Hours of Service
        under this subsection for any single continuous period during which he or
        she
        performs no duties for an Affiliated Organization. Payments considered for
        purposes of the foregoing shall include payments unrelated to the length
        or the
        period during which no duties are performed but shall not include payments
        made
        solely as reimbursement for medically related expenses or solely for the
        purpose
        of complying with applicable workers’ compensation, unemployment compensation or
        disability insurance laws. Section 2530.200b-2(b) and (c) of the
        Department of Labor Regulations are incorporated herein by this
        reference.

       

      3.3 One
        Year Break in Service.
        The
        term “One Year Break in Service” means, with respect to any Employee, any
        Computation Period during which he or she completes less than 501 Hours of
        Service. An Employee shall be credited with up to 501 Hours of Service on
        account of an absence described in paragraphs (a) through (d) of
        this subsection, but only with respect to the Computation Period in which
        such
        absence from work begins, if such Employee would be prevented from incurring
        a
        One Year Break in Service in such year solely because Hours of Service are
        credited to him or her for the period of absence described in
        paragraphs (a) through (d) of this subsection or, in any other
        case, in the immediately following Computation Period. The periods of absence
        described in the next preceding sentence are those on account of:

       

      (a) the
        pregnancy of the Employee, 

       

      (b) the
        birth
        of a child of the Employee, 

       

      (c) the
        placement of a child with the Employee in connection with the adoption of
        such
        child by such Employee, 

       

      
        
          
          

        

        
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      (d) caring
        for such child for a period beginning immediately following such birth or
        placement.

       

      
        
          
          

        

        
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      ARTICLE 4

       

      ELIGIBILITY

       

      4.1 Eligibility
        Requirements.
        A
        Qualified Employee who has attained age 21 on or before, and is employed
        by a
        Participating Employer on, the Effective Date shall automatically become
        an
        Active Participant as of the Effective Date. Any other individual who is
        a
        Qualified Employee shall be eligible to become an Active Participant on the
        Entry Date corresponding to the date he or she attains age 21 and completes
        one
        Year of Service. Notwithstanding the foregoing, a Participant who incurs
        a
        Termination of Employment and is rehired by a Participating Employer as a
        Qualified Employee will become an Active Participant as of the date of such
        rehire, unless his or her service is disregarded under Section 3.1(a).


       

      4.2 Reemployment
        After Termination of Employment, Transfer or a Period of Uniformed
        Service.

       

      (a) Termination
        or Transfer Prior to Entry Date.
        Subject
        to Section 3.1(a), an Employee who incurs a Termination of Employment or is
        transferred to an employment classification that is excluded from the definition
        of the term “Qualified Employee” after satisfying the service requirement set
        forth in Section 4.1, but prior to becoming an Active Participant, will,
        upon subsequent reemployment in, or retransfer to, an employment classification
        included in the definition of Qualified Employee, be eligible to participate
        in
        the Plan as of the later of: (1) the Entry Date on which he or she would
        have been eligible to participate had the termination or transfer not occurred;
        or (2) the date on which he or she first completes an Hour of Service as a
        Qualified Employee following the termination or transfer. An Employee who
        was
        not initially, and subsequently becomes, a Qualified Employee will become
        an
        Active Participant as of the later of: (y) the first Entry Date when he or
        she
        becomes a Qualified employee; or (z) the date when he or she first completes
        an
        Hour of Service as a Qualified Employee following such transfer. 

       

      (b) Reemployment
        After a Period of Uniformed Service.
        Notwithstanding the foregoing, an Employee who meets the eligibility
        requirements in Section 4.1 during a Period of Uniformed Service shall be
        eligible upon Reemployment After a Period of Uniformed Service to participate
        in
        the Plan effective as of the Entry Date corresponding to when he or she would
        have been eligible to participate under Section 4.1, but for the Period of
        Uniformed Service.

       

      4.3 Transfer
        Among Participating Employers or Affiliates.
        A
        Participant who is transferred from one Participating Employer to another
        Participating Employer as a Qualified Employee will continue to participate
        in
        the Plan as a Qualified Employee of such other Participating Employer. A
        Participant who is simultaneously employed as a Qualified Employee with more
        than one Participating Employer will participate in the Plan as a Qualified
        Employee of all such Participating Employers, except that his or her total
        Compensation shall be treated as paid by one Participating Employer. A
        Participant who is transferred to a position or job classification that results
        in the Participant ceasing to be a Qualified Employee will no longer be an
        Active Participant as of the date of such transfer.

       

      
        
          
          

        

        
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      4.4 Condition
        of Participation.
        Each
        Qualified Employee, as a condition of participation, is bound by all of the
        terms and conditions of the Plan (including Plan Rules) and must furnish to
        the Committee such pertinent information and execute such instruments as
        the
        Committee may require.

       

      4.5 Termination
        of Participation.
        A
        Participant will cease to be such as of the earlier of the date all benefits,
        if
        any, to which he or she is entitled under the Plan have been, or have deemed
        to
        have been, distributed.

       

      
        
          
          

        

        
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      ARTICLE 5

       

      CONTRIBUTIONS

       

      5.1 ESOP
        Contributions.

       

      (a) Non-leveraged
        ESOP Contributions.
        For
        each Plan Year, each Participating Employer may make a Non-Leveraged ESOP
        Contribution to the Trust for such Plan Year in an amount, if any, as determined
        by the Board (or the Board may determine the formula by which the amount
        of the
        contribution shall be calculated). A “Non-Leveraged ESOP Contribution” is any
        portion of the Participating Employer’s ESOP contribution in excess of the
        amount used to make payments on outstanding Exempt Loans. Such contributions
        may
        be made in the form of Company Stock, cash, or a combination thereof, and
        are
        allocated to a Participant’s Cash Account or Company Stock Account based on
        the method described in Section 5.3(b). As determined by the Committee,
        such cash contributions will be invested in Company Stock or in other
        investments which are consistent with the purposes of the Plan.

       

      (b) Leveraged
        ESOP Contributions.
        The
        Participating Employers shall make sufficient cash contributions to enable
        the
        Trustee to make any required payments under an Exempt Loan, to the extent
        those
        obligations have not been paid with dividends pursuant to
        Section 5.2.

       

      (c) Make-Up
        Contributions for Certain Reemployment Veterans.
        Upon a
        Participant’s Reemployment After a Period of Uniformed Service, a Participating
        Employer shall make an additional contribution under
        paragraphs (a) and/or (b) on behalf of such Participant that
        would have been made on his or her behalf during the Plan Year or Years
        corresponding to the Participant’s Period of Uniformed Service (if
        applicable).

       

      5.2 Application
        of Dividends.
        Subject
        to the provisions of Section 9.10, cash dividends paid on shares of Company
        Stock held in the Unallocated Reserve and on shares of Company Stock allocated
        to Company Stock Accounts may be applied as follows:

       

      (a) Dividends
        received on shares of Company Stock held in the Unallocated Reserve may be
        used
        to repay principal and interest then due on the Exempt Loan used to acquire
        such
        shares. If the amount of such dividends exceeds the amount needed to repay
        such
        principal and interest, the excess may be held in the Unallocated Reserve
        until
        it is needed to repay principal and interest due on such Exempt Loan or,
        in the
        discretion of the Committee, the excess may be used to prepay principal on
        such
        Exempt Loan. Such dividends that are not used for Exempt Loan payments shall
        be
        treated or allocated in accordance with Section 9.10(b). 

       

      (b) If
        the
        amount necessary to repay principal and interest then due on the Exempt Loan
        exceeds the amount of dividends described in paragraph (a) above, the loan
        payments may next be made with dividends on shares of Company Stock allocated
        to
        Company Stock Accounts that were acquired with the proceeds of the Exempt
        Loan
        and released from the Unallocated Reserve. To the extent dividends on such
        allocated shares exceed the amount necessary to repay principal and interest
        then due on the Exempt Loan, they may, in the discretion of the Committee,
        be
        used to prepay principal on the Exempt Loan. Such dividends

       

      
        
          
          

        

        
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       that
        are not used for Exempt Loan payments shall be allocated to the ESOP Cash
        Accounts corresponding to the Participants whose Company Stock Accounts held
        the
        shares on which the dividends were paid.

       

      (c) Notwithstanding
        the foregoing, dividends paid on a share of Company Stock may not be used
        to
        make payments on a particular Exempt Loan unless the share was acquired with
        the
        proceeds of such loan or a refinancing of such loan.

       

      5.3 ESOP
        Allocations.
        Amounts
        available for allocation for a particular Plan Year (other than amounts
        attributable to contributions made under 5.1(c)) will be divided into two
        categories. The first category relates to shares of Company Stock released
        from
        the Unallocated Reserve attributable to using dividends to make Exempt Loan
        payments. The second category relates to contributions made by Participating
        Employers, shares of Company Stock released from the Unallocated Reserve
        and
        amounts forfeited from Company Stock Accounts pursuant to
        Section 8.4.

       

      (a) Subject
        to Section 5.4, the shares of Company Stock attributable to the first
        category will be allocated to the Company Stock Accounts of eligible
        Participants as follows:

       

      (1) first,
        if
        dividends paid on shares of Company Stock held in Participants’ Company Stock
        Accounts are used to make payments on an Exempt Loan, there shall be allocated
        to each such account a number of shares of Company Stock released from the
        Unallocated Reserve with a Fair Market Value (determined as of the Valuation
        Date coincident with or immediately preceding the loan payment date) that
        at least equals the amount of dividends so used,

       

      (2) second,
        any remaining shares of Company Stock shall be applied to reinstate amounts
        forfeited from Company Stock Accounts of former employees who are entitled
        to a
        reinstatement under Section 8.4, and

       

      (3) finally,
        any remaining shares of Company Stock shall be allocated as a general investment
        gain in proportion to the number of shares held in the Company Stock Accounts
        of
        Active Participants described in paragraph (b) below as of the last Valuation
        Date of the Plan Year for which they are allocated.

       

      (b) Subject
        to Section 5.4, the shares of Company Stock or cash attributable to the
        second category will be allocated to the Company Stock Accounts or Cash
        Accounts, as the case may be, pro
        rata,
        in
        proportion to the Compensation of each Active Participant who is employed
        on the
        last day of the Plan Year and to those Participants who are not actively
        employed on the last day of the Plan Year due to their retirement (on or
        after
        their Normal Retirement Date or Disability Retirement Date) or death during
        such
        Plan Year. Also, to the extent necessary for the Plan to comply with the
        minimum
        coverage rule under Code section 410(b) for a Plan Year, Participants who
        completed at least 501 Hours of Service during, but are not employed on the
        last
        day of, a Plan Year may share in the allocations for a Plan Year starting
        with
        such Participants with the lowest amount of Compensation and proceeding to
        the
        next lowest amount until the minimum coverage rule has been met for that
        Plan
        Year.

       

      
        
          
          

        

        
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      Shares
        of
        Company Stock or cash attributable to contributions made under paragraph
        (c) of Section 5.1 shall be allocated specifically to the Participants
        on whose behalf such contributions were made.

       

      5.4 Certain
        Limitation on Allocations of Company Stock for Code Section 1042
        Transactions or if an Affiliated Organization is an
        S-Corporation.
        

       

      (a) Code
        Section 1042 Transactions.
        Notwithstanding any other provision of the Plan to the contrary, no portion
        of
        the assets attributable to Company Stock acquired in any transaction from
        a
        selling shareholder of the Company or an Affiliate who elects, and is eligible
        to receive, non-recognition treatment under Code section 1042 shall be allocated
        to the Accounts of (or shall otherwise accrue to the benefit of) those
        individuals who are prohibited from receiving an allocation under Code section
        409(n), the requirements of which are hereby incorporated by
        reference.

       

      (b) Limitations
        when an Affiliated Organization is an S-Corporation.
        Notwithstanding any provision in the Plan to the contrary, if the Company
        is an
        S-corporation, then no shares of Company Stock (or any other assets of the
        Plan
        allocable in lieu thereof) may be allocated (directly or indirectly) to any
        individual prohibited from receiving an allocation under Code section 409(p),
        the requirements of which are hereby incorporated by reference.

       

      5.5 Rollovers
        and Transfers.
        Rollover and transfer contributions from another plan to this Plan are not
        permitted.

       

      5.6 After-Tax
        Contributions.
        After-tax Participant contributions to the Plan are not permitted.

       

      5.7 Contributions
        Must be Deductible.
        Notwithstanding the foregoing, except to the extent required by applicable
        Federal law, no contribution will be made to the Plan unless it is deductible
        by
        a Participating Employer.

       

      
        
          
          

        

        
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      ARTICLE 6

       

      PLAN
        ACCOUNTS AND VALUATION

       

      6.1 Establishment
        of Accounts.
        For
        each Participant, the following Accounts will be established and
        maintained:

       

      (a) A
        Cash
        Account to which there will be allocated the amount of contributions made
        in
        cash, if any, made on a Participant’s behalf pursuant to Section 5.1, cash
        dividends on shares of Company Stock and the investment gains and losses
        attributable thereto; and

       

      (b) A
        “Company Stock Account” evidencing amounts attributable to Company Stock
        allocated to a Participant.

       

      More
        than
        one account or sub-account may be established if considered advisable by
        the
        Committee in the administration of the Plan. Except as expressly provided
        herein
        to the contrary, the Trust shall be held and invested on a commingled basis.
        Accounts shall be for bookkeeping purposes only, and the establishment of
        Accounts shall not require any segregation of Trust assets.

       

      6.2 Valuation
        Accounts.
        As of
        each applicable Valuation Date, each Cash Account and Company Stock Account
        shall be adjusted to reflect the effect of contributions, distributions,
        Forfeitures, transfers, income, expense, gains, losses, Exempt Loan repayments
        and all other transactions with respect to such accounts since the next
        preceding Valuation Date including, but not limited to, the
        following:

       

      (a) the
        number of shares of Company Stock held in the Company Stock Account as of
        the
        next preceding Valuation Date shall be adjusted to reflect any subsequent
        distributions, or Forfeitures and any stock dividends, stock splits, reverse
        splits, recapitalizations, or the like;

       

      (b) the
        Cash
        Accounts shall be adjusted, first, to reflect gain or loss on invested assets
        other than Company Stock, second, to reflect any fees or expenses charged
        to the
        Plan or Trust and, third, to reflect any contributions, distributions or
        Forfeitures;

       

      (c) the
        Company Stock Account shall be adjusted, first, to reflect any shares of
        Company
        Stock allocated thereto under Article 5 and any other contributions
        allocated to the Account and, second, to reflect any contributions,
        distributions or Forfeitures; and 

       

      (d) to
        facilitate cash distributions from the Plan attributable to a Participant’s
        Company Stock Account, the Committee may, for Plan accounting purposes, exchange
        shares of Company Stock from such account with cash from the Cash Accounts
        of
        other Participants who are not expected to receive a distribution in the
        near
        future. Any such exchange shall be implemented on a nondiscriminatory basis
        by
        debiting a Participant’s Cash Account based on the proportion that his or her
        Cash Account bears to all of the Cash Accounts of Participants not receiving
        a
        distribution, and by crediting the Company Stock Account of a Participant
        whose
        Cash Account was debited under this paragraph (d) with shares of Company
        Stock
        debited from 

       

      
        
          
          

        

        
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      the
        Company Stock Account of the Participant receiving the distribution that
        have a
        Fair Market Value (as of the most recent Valuation Date) equal to the amount
        debited from the Participant’s Cash Account.

       

      6.3 Adjusted
        Accounting.
        The
        adjustments made under this Article 6 will be set forth in an accounting
        rendered as of the Valuation Date for which such adjustments were
        made.

       

      6.4 Allocations
        Do Not Create Rights.
        The
        fact that allocations are made and credited to the Accounts of a Participant
        does not vest in the Participant any right, title or interest in or to any
        portion of the Fund except at the time or times and upon the terms and
        conditions expressly set forth in the Plan. Notwithstanding any allocation
        or
        credit to the Account of a Participant, the issuance of any statement reflecting
        such allocation or credit or the distribution of all or any portion of a
        Participant’s Account balance, the Committee may direct the Participant’s
        Account to be adjusted to the extent necessary to correct any error in such
        Account, whether caused by any misapplication of any provision of the Plan
        or
        otherwise, and may recover from the Participant or the Participant’s Beneficiary
        the amount of any excess distribution. Any such adjustment will be made within
        a
        reasonable time after the error is discovered.

       

      
        
          
          

        

        
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      ARTICLE 7

       

      IN-SERVICE
        WITHDRAWALS

       

      7.1 Hardship
        Withdrawals and Plan Loans.
        Hardship withdrawals and Plan loans are not permitted under this
        Plan.

       

      7.2 Pre-Retirement
        Diversification Distribution.
        After
        becoming a Qualified Participant, an individual may elect to have a certain
        percentage (as determined below) of the shares of Company Stock allocated
        to his or her Company Stock Account distributed prior to Termination of
        Employment. Distributions under this Section 7.2 may be made in cash equal
        to the Fair Market Value of the Company Stock as of the close of the Plan
        Year
        preceding an election under this Section or, in shares of Company Stock (or
        a combination thereof), as determined by the Committee and subject to the
        following:

       

      (a) An
        individual is a “Qualified Participant” eligible to make such an election only
        if he or she has completed 10 or more years as an Active Participant and
        has
        attained age 55.

       

      (b) An
        election under this section may be made only during the “Qualified Election
        Period,” which is the first 90 days of each of the six Plan Years beginning with
        the Plan Year after the Plan Year when the Participant becomes a Qualified
        Participant.

       

      (c) Within
        the first 90 days of any Plan Year in the Qualified Election Period, a Qualified
        Participant may elect to have up to 25% of the shares of Company Stock allocated
        to his or her Company Stock Account distributed pursuant to this section.
        In the
        case of the election year in which the Qualified Participant can make his
        or her
        sixth and final election, “50%” shall be substituted for “25%” in the preceding
        sentence. Shares of Company Stock that may be distributed under this section
        (after a Qualified Participant’s first Qualified Election Period) shall be
        determined by (1) not offsetting a Participant’s Company Stock Account by shares
        previously distributed under this section, (2) applying the applicable
        percentage and (3) then reducing the maximum number of shares of Company
        Stock
        that may be distributed (determined under clause (2)) for any one Plan Year
        by
        shares previously distributed pursuant to this section.

       

      (d) Amounts
        that a Qualified Participant elects to have distributed pursuant to this
        section
        shall be distributed within 90 days following the end of the Qualified Election
        Period.

       

      (e) Notwithstanding
        the foregoing, this Section 7.2 shall not apply to a Qualified Participant
        for a Qualified Election Period if the Fair Market Value of his or her Company
        Stock Account (as of the most recent preceding Valuation Date) is $500 or
        less.

       

      7.3 No
        Other In-Service Distributions.
        Except
        as provided in Sections 7.2, 9.1(d) or 9.10, no distribution shall be made
        to a Participant during any period that he is employed by an Affiliated
        Organization.

       

      
        
          
          

        

        
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      ARTICLE 8

       

      VESTING

       

      8.1 Vested
        Benefits.
        If a
        Participant retires on or after his or her Normal Retirement Date, becomes
        Disabled, dies while in the employ of a Participating Employer or there is
        a
        Change in Control (as defined in Section 8.5) prior to the Participant’s
        Termination of Employment, then he or she will be fully vested in all of
        his or
        her Accounts. Thereafter, the entire balance in his or her Accounts, if any
        (after all adjustments then required under the Plan have been made), may
        then
        become distributable to or for his or her benefit or, in the event of his
        or her
        death, to or for the benefit of his or her Beneficiary, in accordance with
        the
        applicable provisions of Article 9. If a Participant Terminates Employment
        prior to one of the events described in the first sentence of this Section,
        he
        or she will be vested in his or her Account balances as follows:

       

      Vesting
        Schedule

       

                                                       
        Years of Service     
        Percentage

       

                                                    
        1       
        20%

                                                                                       
        2       
        40%

                                                                                       
        3       
        60%

                                                                                        4       
        80%

                                                    
                                          
5                                           
    
        100%

       

      8.2 Nonvested
        Participants.
        A
        Participant who has no vested interest in his or her Accounts at his or her
        Termination of Employment will be deemed to have received a distribution
        of the
        entire vested balance in such Accounts upon such termination.

       

      8.3 Death.
        If a
        Participant’s Termination of Employment is the result of his or her death, his
        or her Beneficiary shall be entitled to a benefit equal to 100% of the value
        of
        his or her Accounts. Such benefit shall be paid at the times and in the manner
        determined under Article 9. If a Participant’s death occurs after his or
        her Termination of Employment and prior to completing at least five
        (5) Years of Service, then his or her Beneficiary will be entitled to
        receive benefits equal to the vested balance of the Participant’s Accounts under
        the Plan at Termination of Employment.

       

      8.4 Forfeiture
        Accounts and Forfeitures.
        If all
        or any portion of a Participant’s Company Stock Account or Cash Account is not
        distributable due to the provisions of Section 8.1, the nondistributable
        portion shall be credited to a Forfeiture Account established and caused
        to be
        maintained by the Committee in the Participant’s name as of the Valuation Date
        coincident with or next following the Participant’s Termination of Employment
        (before adjustments then required under the Plan have been made). If the
        Participant does not return to employment with an Affiliated Organization
        prior
        to incurring a One Year Break in Service, the balance in his or her Forfeiture
        Account, determined as of the Valuation Date coincident with or next following
        the date on which he or she incurs such One Year Break in Service (after
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      adjustments
        then required under the Plan have been made) will be a “Forfeiture” and
        will be allocated under the applicable provisions of Article 5. If the
        Participant returns to employment with an Affiliated Organization prior to
        incurring five consecutive One Year Breaks in Service and:

       

      (a) subsequently
        accumulates enough Years of Service to become fully vested, the balance of
        his
        or her Forfeiture Account (after all adjustments then required under the
        Plan
        have been made) will be distributable to or for his or her benefit or, in
        the event of his or her death, to or for the benefit of his or her Beneficiary
        in accordance with the provisions of Article 9; or

       

      (b) again
        resigns or is dismissed prior to completing five (5) Years of Service,
        then, as of the Distribution Date coincident with or next following the date
        on
        which the Participant first incurs a One Year Break in Service after such
        subsequent resignation or dismissal (after all adjustments then required
        under
        the Plan have been made), the balance in his or her Forfeiture Account shall
        be
        determined by multiplying that balance by the following fraction:

       

      x
        -
        y

      100%-y

       

      For
        purposes of the above formula, x equals the Participant’s Vested Percentage on
        the date of his or her subsequent One Year Break in Service and y equals
        the
        Participant’s Vested Percentage on the date of his or her prior Termination of
        Employment.

       

      The
        balance in the Participant’s Forfeiture Account after the calculation described
        in paragraph (b) next above will be nonforfeitable and will be
        distributable to or for his or her benefit or, in the event of his or her
        death,
        to or for the benefit of his or her Beneficiary in accordance with the
        applicable provisions of Article 9. The amount by which a Participant’s
        Forfeiture Account is reduced under this Section 8.4 will, if the
        Participant does not return to employment with a Participating Employer prior
        to
        incurring five consecutive One Year Breaks in Service, be a Forfeiture and
        will
        be re-allocated in accordance with preceding provisions of this
        Section 8.4. If a nonvested or partially vested Participant is rehired by
        an Affiliate before incurring five (5) consecutive One Year Breaks in
        Service, the forfeited amount will be reinstated, first, out of any dividends
        paid on Unallocated Shares, second, out of any Forfeitures occurring in the
        Plan
        Year of his or her reemployment and, third, out of contributions made for
        the
        Plan Year corresponding to his or her reemployment. The value of a Participant’s
        reinstated Company Stock Account will be determined as of the Valuation Date
        after the reinstatement occurs, and will be equal to the value of the forfeited
        amount on the Valuation Date immediately preceding the date when the forfeiture
        occurred. Notwithstanding the foregoing, if a Participant is partially vested,
        Forfeitures from his or her Company Stock Account will only occur after
        Forfeitures are applied to his or her Cash Account.

       

      8.5 Change
        in Control.
        For the
        purposes of Section 8.1, a “Change in Control” means the first of the
        following events to occur:

       

      
        
          
          

        

        
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        (a) Any
          “person” (as such term is used in Sections 13(d) and 14(d) of the
          Securities Exchange Act of 1934, as amended), other than (i) a trustee or
          other fiduciary holding securities
          under an employee benefit plan of the Company or an Affiliate, or (ii) a
          corporation owned directly or indirectly by the stockholders of the Company
          in
          substantially the same proportions as their ownership of stock of the Company,
          is or becomes the “beneficial owner” (as defined in Rule 13d-3 under said
          Act), directly or indirectly, of securities of the Company representing
          20% or
          more of the total voting power of the then outstanding shares of capital
          stock
          of the Company entitled to vote generally in the election of directors
          (the
“Voting
          Stock”),
          provided, however, that the following shall not constitute a change in
          control:
          (1) such person becomes a beneficial owner of 20% or more of the Voting
          Stock as the result of an acquisition of such Voting Stock directly from
          the
          Company, or (2) such person becomes a beneficial owner of 20% or more of
          the Voting Stock as a result of the decrease in the number of outstanding
          shares
          of Voting Stock caused by the repurchase of shares by the Company; provided,
          further, that in the event a person described in clause (1) or (2) shall
          thereafter increase (other than in circumstances described in clause (1) or
          (2)) beneficial ownership of stock representing more than 1% of the Voting
          Stock, such person shall be deemed to become a beneficial owner of 20%
          or more
          of the Voting Stock for purposes of this Paragraph (a), provided such
          person continues to beneficially own 20% or more of the Voting Stock after
          such
          subsequent increase in beneficial ownership; or

      

       

      (b) During
        any period of two consecutive years, individuals (the “Incumbent
        Board”),
        who
        at the beginning of such period constitute the Board, and any new director,
        whose election by the Board or nomination for election by the Company’s
        stockholders was approved by a vote of at least two-thirds (2/3) of the
        directors then still in office who either were directors at the beginning
        of the
        period or whose election or nomination for election was previously so approved,
        cease for any reason to constitute a majority thereof; or

       

      (c) Consummation
        of a reorganization, merger or consolidation or the sale or other disposition
        of
        all or substantially all of the assets of the Company (a “Business
        Combination”),
        in
        each case, unless (1) all or substantially all of the individuals and
        entities who were the beneficial owners, respectively, of the Voting Stock
        immediately prior to such Business Combination beneficially own, directly
        or
        indirectly, more than 50% of the total voting power represented by the voting
        securities entitled to vote generally in the election of directors of the
        corporation resulting from the Business Combination (including, without
        limitation, a corporation which as a result of the Business Combination owns
        the
        Company or all or substantially all of the Company’s assets either directly or
        through one or more subsidiaries) in substantially the same proportions as
        their
        ownership, immediately prior to the Business Combination of the Voting Stock
        of
        the Company and (2) at least a majority of the members of the board of
        directors of the corporation resulting from the Business Combination were
        members of the Incumbent Board at the time of the execution of the initial
        agreement, or action of the Incumbent Board, providing for such Business
        Combination; or

       

      (d) Approval
        by the stockholders of the Company of a plan of complete liquidation or
        dissolution of the Company.

       

      
        
          
          

        

        
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        The
          Board
          has final authority to construe and interpret the provisions of the foregoing
          Paragraphs (a), (b), (c) and (d) and to determine the exact date on which a
          Change in Control has been deemed to have occurred thereunder.

        
           

          
            
              
              

            

            
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      ARTICLE 9

       

      DISTRIBUTIONS
        AFTER TERMINATION OF EMPLOYMENT

       

      9.1 Time
        and Method of Distribution.
        After a
        Participant’s Termination of Employment due to a Normal Retirement Date,
        Disability Retirement Date or death, the Committee shall offer to distribute
        all
        amounts credited to the Participant’s Accounts as soon as practicable thereafter
        and, in no event, later than the applicable time prescribed in subparagraph
        (a)(1) below. Subject to paragraph (b) and (c) below, a Participant who has
        incurred any other Termination of Employment may, if he or she has not been
        rehired by an Affiliated Organization, request a distribution of his or her
        vested Accounts during the last quarter of the sixth full Plan Year after
        his or
        her Termination of Employment. Distributions will be made as soon as reasonably
        practicable after the Committee receives a valid, written request for a
        distribution (if such a request is applicable), and in accordance with the
        other
        applicable provisions of this Article 9. The amount of the distribution
        will be based on the Valuation Date immediately preceding the date that the
        distribution request is received by the Committee. The foregoing distribution
        procedures are subject to the following provisions of this
        Section 9.1:

       

      (a) Maximum
        Deferral Period by Plan.
        If a
        Participant or Beneficiary does not request a distribution within the
        permissible periods described above, the Committee shall offer him or her
        a
        distribution from the Plan no later than one year after the close of the
        Plan
        Year:

       

      (1) in
        which
        the Participant incurs a Termination of Employment after Normal Retirement
        Date,
        Disability Retirement Date or death; or

       

      (2) which
        is
        the fifth Plan Year following the Plan Year in which the Participant otherwise
        incurs a Termination of Employment, provided, however, that the Participant
        has
        not become reemployed by an Affiliated Organization and the requirements
        of
        paragraph (b) below do not apply.

       

      (b) Delayed
        Distributions for Shares of Company Stock Acquired with an Exempt
        Loan.
        Notwithstanding the foregoing, Company Stock acquired with the proceeds of
        an
        Exempt Loan will not be distributed prior to the close of the Plan Year in
        which
        the loan is repaid in full, unless the distribution is made under paragraph
        (a)(1) above or except as provided in paragraph (c) below.

       

      (c) Distribution
        of Small Amounts.
        Subject
        to the applicable requirements of Section 9.9, if the aggregate vested
        balance of the Accounts of a Participant is not more than $1,000 (determined
        at
        any Valuation Date immediately preceding or following his or her Termination
        of
        Employment), distribution to the Participant will be made during the following
        Plan Year as soon as reasonably practicable in the form of a lump sum payment.
        If the aggregate vested balance of a Participant’s Accounts exceeds $1,000 and
        does not exceed $5,000 (determined at any Valuation Date immediately preceding
        or following his or her Termination of Employment), the Participant may request
        a distribution in a lump sum as soon as reasonably practicable thereafter.
        

       

      
        
          
          

        

        
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      (d) Limitations
        on Deferring Distributions.
        Subject
        to the other provisions of this section, a Participant who does not elect
        to
        receive a distribution will be deemed to have elected to defer commencement
        of
        his or her distribution under the Plan, provided such deferment will not
        extend
        beyond the sixtieth day following the close of the Plan Year during which
        there
        occurs his or her Normal Retirement Date. Notwithstanding any provision herein
        to the contrary, distributions may not be deferred past the April 1st of
        the calendar year following the later of the calendar year when a Participant
        attains age 701⁄2 or incurs a Termination of Employment; provided, however, that,
        if the Participant is a 5-percent owner, his or her distribution must commence
        by April 1 of the calendar year following the calendar year when he or she
        attains age 701⁄2. For purposes of this subsection, a “5-percent owner” is a
        person who owns more than five percent of a Participating Employer (within
        the meaning of Code section 416) at any time during the Plan
        Year.

       

      (e) Distribution
        Made to a Beneficiary.
        If a
        Participant dies before receiving the full amount to which he is entitled,
        the
        amount remaining will be distributed to the Participant’s Beneficiary in the
        form of a lump sum distribution as soon as administratively practicable after
        the Participant’s death.

       

      (f) Form
        of Distribution.
        Distributions under the Plan will be made in the form of a lump sum payment.
        If
        the Participant has not yet incurred a Termination of Employment, has attained
        age 701⁄2 and is required to begin receiving distributions, then his or her
        distributions may be made in annual installment payments that at least equal
        the
        minimum amount required to be distributed under Code section 401(a)(9).
        Distributions attributable to a Participant’s vested Company Stock Account will
        be made in whole shares of Company Stock, cash or a combination of both,
        as
        determined by the Committee; provided, however, that the Committee shall
        notify
        the Participant of his right to demand distribution of his vested Company
        Stock
        Account entirely in whole shares of Company Stock (with the value of any
        fractional share paid in cash), except as otherwise provided in
        Section 7.2. If the Company Stock allocated to a Participant’s Company
        Stock Account is convertible preferred stock, any distribution in the form
        of
        Company Stock will be made in the form of common stock of the Company into
        which
        the preferred stock converts.

       

      (g) Incorporation
        by Reference to Code Requirements.
        Notwithstanding any other provision of the Plan to the contrary, distributions
        will be made in accordance with regulations issued under Code section 401(a)(9),
        including Treasury Regulation section 1.401(a)(9)-2, and any provisions of
        the
        Plan reflecting Code section 401(a)(9) takes precedence over any
        distribution options in the Plan that are inconsistent with Code section
        401(a)(9). Without limiting the generality of the foregoing, if a Participant
        dies before his or her distribution has commenced, then distribution of the
        Participant’s Accounts to his or her Beneficiary shall be made no later than the
        December 31 of the calendar year that includes the fifth anniversary of the
        Participant’s death. This paragraph shall not be construed as creating
        additional distribution options, or rights to defer distributions, that do
        not
        otherwise exist under the terms of the Plan.

       

      9.2 Accounting
        Following Termination of Employment.
        If
        distribution of all or any part of a Participant’s Account is deferred or
        delayed for any reason, the undistributed

       

      
        
          
          

        

        
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       portion
        of any Account shall continue to be revalued as of each Valuation Date as
        provided in Article 6.

       

      9.3 Source
        of Benefits.
        All
        benefits to which persons become entitled hereunder shall be provided only
        out
        of the Trust and only to the extent that the Trust is adequate therefor.
        No
        benefits are provided under the Plan except those expressly described
        herein.

       

      9.4 Incompetent
        Payee.
        If in
        the opinion of the Committee, a person entitled to payments hereunder is
        disabled from caring for his affairs because of mental condition, physical
        condition, or age, payment due such person may be made to such person’s
        guardian, conservator, or other legal personal representative upon furnishing
        the Committee with evidence satisfactory to the Committee of such status.
        Prior
        to the furnishing of such evidence, the Committee may cause payments due
        the
        person under disability to be made, for such person’s use and benefit, to any
        person or institution then in the opinion of the Committee caring for or
        maintaining the person under disability. The Committee shall have no liability
        with respect to payments so made. The Committee shall have no duty to make
        inquiry as to the competence of any person entitled to receive payments
        hereunder.

       

      9.5 Prohibition
        on Assignment or Alienation of Benefits.
        Except
        as provided in Section 9.6, as required under a Qualified Domestic
        Relations Order or specifically required by applicable law, no benefit under
        the
        Plan may in any manner be anticipated, alienated, sold, transferred, assigned,
        pledged, encumbered or charged, and any attempt to do so shall be void; and
        no
        such benefit shall in any manner be liable for or subject to the debts,
        contracts, liabilities, engagements or torts of the person entitled to such
        benefit.

       

      (a) To
        the
        extent consistent with section 414(p) of the Code, and in addition to
        payments made under Article 9 of the Plan, payments also may be made to an
        Alternate Payee (as defined below) prior to, coincident with, or after a
        Participant’s Termination of Employment or retirement if made pursuant to a
        Qualified Domestic Relations Order. Except as indicated in paragraph
        (b) below, payments to an Alternate Payee under a Qualified Domestic
        Relations Order may not commence prior to the earlier of:

       

      (1) The
        date
        on which the Participant corresponding to the Qualified Domestic Relations
        Order
        is actually entitled to receive a distribution under the Plan; or

       

      (2) The
        later
        of the date when the Participant attains age 50 or the date when a Participant
        could begin receiving a distribution if he or she had Terminated
        Employment.

       

      (b) The
        term
“Qualified Domestic Relations Order” means any judgment, decree or order
        (including approval of a property settlement agreement) which:

       

      (1) Relates
        to the provision of child support, alimony payments, or marital property
        rights
        to a spouse, child or other dependent of a Participant,

       

      (2) Is
        made
        pursuant to a state domestic relations law (including a community property
        law),

       

      
        
          
          

        

        
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      (3) Creates
        or recognizes the existence of an Alternate Payee’s right, or assigns to an
        Alternate Payee the right, to receive all or a portion of the benefits payable
        with respect to the Participant,

       

      (4) Clearly
        specifies the name and last known mailing address, if any, of the Participant
        and the name and mailing address of each Alternate Payee covered by the order,
        the amount and percentage of the Participant’s benefits to be paid by the Plan
        to each Alternate Payee, or the manner in which such amount or percentage
        is to
        be determined, the number of payments or period to which such order applies
        and
        each plan to which such order applies, and

       

      (5) Does
        not
        require the Plan to provide:

       

      (A) Any
        form
        or type of benefit, or any option not otherwise provided under the
        Plan,

       

      (B) Increased
        benefits,

       

      (C) Benefits
        to an Alternate Payee which are required to be paid to another payee under
        another order previously determined by the Committee to be a Qualified Domestic
        Relations Order, or

       

      (D) Payment
        in the form of a joint and survivor annuity.

       

      The
        Committee shall establish reasonable procedures to determine the qualified
        status of domestic relations orders and to administer distributions under
        such
        qualified orders, including, in the Committee’s sole discretion, the
        establishment of segregated benefit accounts for Alternate Payees. The term
        “Alternate Payee” means any spouse, former spouse, child or other dependent of a
        Participant who is recognized by a Qualified Domestic Relations Order as
        having
        a right to receive all, or a portion of, the benefits payable under the Plan
        with respect to the Participant.

       

      9.6 Payment
        of Taxes.
        The
        Trustee may pay any estate, inheritance, income, or other tax, charge, or
        assessment attributable to any benefit payable hereunder which, in the Trustee’s
        opinion, it shall be or may be required to pay out of such benefit. The Trustee
        may 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.

       

      9.7 Conditions
        Precedent.
        No
        person shall be entitled to a benefit hereunder until his or her right thereto
        has been finally determined by the Committee nor until he has submitted to
        the
        Committee relevant data reasonably requested by the Committee, including,
        but
        not limited to, proof of birth or death.

       

      9.8 Committee
        Directions to Trustee.
        The
        Committee shall issue such directions to the Trustee as are necessary to
        accomplish distributions to the Participants and Beneficiaries in accordance
        with the provisions of the Plan. If the Committee and the Trustee are comprised
        of the same individuals, then, notwithstanding any contrary provision herein,
        the Trustee may act without receiving directions from the
        Committee.

       

      
        
          
          

        

        
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      9.9 Rollovers
        and Transfers to Other Qualified Plans.

       

      (a) Notwithstanding
        any provision of the Plan to the contrary that would otherwise limit a
        Distributee’s (as defined below) election under this Section 9.9, a
        Distributee may elect, at the time and in the manner prescribed by the
        Committee, to have any portion of an Eligible Rollover Distribution that
        is $200
        or greater paid directly to an Eligible Retirement Plan specified by the
        Distributee in a Direct Rollover. In addition, if the amount of the Eligible
        Rollover Distribution is greater than $500, the Distributee may elect to
        have a
        portion of such total amount paid directly to an Eligible Retirement Plan
        with
        the balance paid to the Distributee, provided that the portion transferred
        to
        the Eligible Retirement Plan is an amount not less than $500.

       

      (b) The
        following are definitions for purposes of this Section 9.9:

       

      (1) 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; any distribution to the extent such
        distribution is required under section 401(a)(9) of the Code; the portion
        of any distribution that is not includable in gross income (determined without
        regard to the exclusion for net unrealized appreciation on Company Stock);
        distributions made in the form of property (including, but not limited to,
        shares of Company Stock); a distribution that is a hardship withdrawal; a
        dividend distribution pursuant to Section 9.10; and any other distribution
        which the Secretary of the Treasury (or his or her delegate) provides in
        regulations or rulings of general applicability.

       

      (2) Eligible
        Retirement Plan:
        An
        Eligible Retirement Plan is one of the following as specified by the
        Distributee: an individual retirement account described in section
        408(a) of the Code, an individual retirement annuity described in section
        408(b) of the Code, an annuity plan described in section 403(a) of the
        Code, or a qualified trust described in section 401(a) of the Code that
        accepts the Distributee’s Eligible Rollover Distribution. An Eligible Retirement
        Plan also includes an annuity plan described in section 403(b) of the Code
        and a
        plan described under section 457(b) of the Code maintained by a state, political
        subdivision of a state or any agency or instrumentality of a state of such
        a
        subdivision if such plan agrees to separately account for amounts transferred
        into such plan from this Plan.

       

      (3) 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 Qualified Domestic
        Relations Order are Distributees with regard to the interest of the spouse
        or
        former spouse.

       

      (4) Direct
        Rollover:
        A
        Direct Rollover is a payment by the Plan to the Eligible Retirement Plan
        specified by the Distributee.

       

      
        
          
          

        

        
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      (c) A
        distribution subject to this Section 9.9 may not commence prior to 30 days
        after the notice required under Treas. Reg. § 1.411(a)-11(c) is given,
        unless:

       

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

       

      (2) The
        Participant, after receiving the notice, affirmatively waives the 30 day
        waiting
        period.

       

      9.10 Distributions
        of Dividends Paid on Company Stock.
        In the
        discretion of the Company and subject to any other applicable Plan provision
        or
        applicable agreement relating to an Exempt Loan, dividends paid on shares
        of
        Company Stock may be paid to Participants, Beneficiaries of deceased
        Participants or Alternate Payees in accordance with the following:

       

      (a) Allocated
        Shares.
        All
        cash dividends paid on shares of Company Stock allocated to a person’s Company
        Stock Account may be: (i) distributed to that person no later than 90 days
        after
        the end of the Plan Year in which paid to the Trustee; or (ii) paid directly
        in
        cash to that person. 

       

      (b) Unallocated
        Shares.
        All
        cash dividends paid on shares of Company Stock held in the Unallocated Reserve
        may either be: (i) allocated to Active Participants on a non-discriminatory
        basis, consistent with Sections 5.3(a)(2) and (3), and, in the discretion
        of the Company, otherwise treated as a dividend described in paragraph (a)
        above; or (ii) treated as a general earning of the Trust Fund and used for
        paying appropriate Plan or Trust related expenditures for that Plan Year.
        

       

      9.11 Beneficiary
        Designation.

       

      (a) Each
        Participant may designate, upon forms furnished by the Committee, one or
        more
        persons to be primary Beneficiaries or alternative Beneficiaries for all
        or a
        specified fractional part of his or her aggregate Accounts and may change
        or
        revoke any such designation from time to time. No such designation, change
        or
        revocation is effective unless executed by the Participant and received by
        the
        Committee during the Participant’s lifetime. However, if a Participant is
        legally married on the date of his or her death, then his or her surviving
        spouse shall be deemed to be the designated Beneficiary, unless Consent of
        Spouse has been obtained that allows the Participant to designate another
        person
        as his or her Beneficiary on a form furnished by or acceptable to the Committee.
        A Consent of Spouse may be a limited consent to a particular designation
        that
        the Participant has made or may be a general consent to any designation that
        the
        Participant has made or may make in the future.

       

      (b) If
        a
        Participant fails to designate a Beneficiary, revokes a Beneficiary designation
        without naming another Beneficiary or designates as Beneficiaries one or
        more
        persons none of whom survives the Participant, then for all or any portion
        of
        the Participant’s Accounts, such Accounts or portion will be distributed to the
        first class of the following classes of automatic Beneficiaries that includes
        a
        member surviving the Participant:

       

      
        
          
          

        

        
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      (1) the
        Participant’s spouse;

       

      (2) the
        Participant’s surviving children, including adopted children, in equal
        shares;

       

      (3) the
        Participant’s surviving parents, in equal shares; or

       

      (4) the
        representative of the estate of the last to die of the Participant and his
        or
        her Beneficiary’s estate.

       

      (c) Notwithstanding
        subsection (a), no designation of a Beneficiary other than the Participant’s
        spouse is effective without obtaining the Consent of Spouse. No Beneficiary
        may
        designate a successor beneficiary. If a Beneficiary who is entitled to receive
        payments under the Plan dies before all such payments have been made, the
        balance of any payments remaining due will be payable to a contingent
        Beneficiary if the Participant’s Beneficiary designation so provides, otherwise
        to the personal representative (executor or administrator) of the deceased
        Beneficiary.

       

      9.12 Payment
        Satisfies Claims.
        Any
        payment made to, or for the benefit of, any Participant, legal representative
        or
        Beneficiary in accordance with the provisions of the Plan will, to the extent
        of
        such payment, be in full satisfaction of all claims against the Plan, Trustee,
        the Committee and the Participating Employer, any of whom may require the
        payee
        to execute a release as a condition precedent to such payment.

       

      9.13 Disposition
        if Distributee Cannot be Located.
        If the
        Committee is unable to locate a Participant or Beneficiary to whom a
        distribution is due, the Participant’s Accounts will continue to be held in the
        Fund until such time as the Committee has located the Participant or Beneficiary
        or the Participant or Beneficiary makes a proper claim for the benefit, as
        the
        case may be; provided, that, any Accounts not distributed after a Participant’s
        Normal Retirement Date may be paid into a bank account established in the
        name
        of the Participant.

       

      9.14 Right
        of First Refusal.
        Shares
        of Company Stock distributed under the Plan that are not readily tradable
        on an
        established market shall be subject to a “right of first refusal,” as described
        below, in favor of the Company or, if the Committee so directs the Trustee,
        the
        Trust, at the death of the distributee (whether a Beneficiary or the
        Participant) or upon the sale or gift of such stock by the
        distributee.

       

      (a) The
        distributee shall, in the case of an intended sale or gift of shares of Company
        Stock received from the Plan, notify the Company in writing of his or her
        intention to sell or make a gift of all or a part of such Company Stock.
        The
        Company or the Trust may exercise the right to purchase such Company Stock
        by
        tendering full payment therefor to the distributee within fourteen days after
        receipt of such notice.

       

      (b) In
        the
        event of a distributee’s death, the representative of his or her estate shall
        notify the Company in writing of the distributee’s death. The Company or the
        Trust may exercise the right to purchase such Company Stock by tendering
        full
        payment therefor to said representative at any time after his or her death,
        but
        not later than fourteen days after receipt of such notice.

       

      
        
          
          

        

        
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      (c) Upon
        exercise of the right of first refusal, the holder of the shares of Company
        Stock shall immediately deliver the certificate or other instrument representing
        such stock endorsed in blank or accompanied by a duly executed stock power
        with
        signature medallion guaranteed.

       

      (d) Full
        payment shall, in the case of a distributee’s intention to sell the Company
        Stock, be the greater of the price at which he or she notifies the Company
        of a
        written bona fide, arm’s-length offer to purchase the Company Stock or its most
        recently determined Fair Market Value. When a distributee gives notice to
        the
        Company of his or her intention to dispose of shares of Company Stock by
        gift,
        or in the event of the death of the distributee, full payment shall be based
        on
        the Fair Market Value of the shares of Company Stock. In all cases Fair Market
        Value shall be determined as of the most recent Valuation Date under
        subparagraph 2.47(b).

       

      (e) All
        certificates or other instruments representing shares of Company Stock
        distributed hereunder that are not readily tradeable on an established market
        must bear the legend set forth in Section 9.16 setting forth the existence
        of this right of first refusal.

       

      If
        shares
        of Company Stock subject to the right of first refusal is transferred within
        14
        days of its distribution to a distributee, or at any time after the Company
        has
        given timely notice of its intention to purchase, but before the expiration
        of
        the period in which it must tender full payment, or without the required
        notice
        having been given to the Company and the proper refusal period having expired,
        then such transfer shall be null and void or, at the option of the Company,
        such
        shares in the hands of the transferee or any subsequent transferee shall
        be
        subject to purchase by the Company or, if the Committee so directs the Trustee,
        the Trust. Such purchase shall be for the lesser of (i) the Fair Market
        Value on the date of the transfer of the Company Stock to the third party
        or
        (ii) the Fair Market Value at the date the transferee is notified of the
        intention to purchase the Company Stock by the Company, an Affiliate or the
        Trust.

       

      9.15 Put
        Option.
        Shares
        of Company Stock distributed under the Plan that are not readily tradable
        on an
        established market shall be subject to a “put option,” whereby the stock may be
        sold to the Company or, if the Trustee is so directed by the Committee, the
        Trust. The terms and conditions of the put option are as follows:

       

      (a) The
        put
        option shall be exercisable only by the distributee (whether a Participant
        or a
        Beneficiary), any person to whom the Company Stock has passed by gift from
        the
        distributee or any person (including an estate or the distributee from an
        estate) to whom the Company Stock passed upon the death of the distributee
        (hereinafter referred to as the “holder”).

       

      (b) At
        the
        option of the Company (or the Committee if the Trust is the purchaser), the
        payment for shares of Company Stock sold pursuant to a put option shall be
        made
        in either of the following forms:

       

      (1) If
        the
        Company Stock was distributed as part of a total distribution (that is, a
        distribution of the entire balance then to the credit of the Company Stock
        Account), then payment may be made with a promissory note which provides
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      substantially
        equal monthly, quarterly, semi-annual or annual installments commencing with
        the
        30 days from the date of the exercise of the put option and over a period
        not
        exceeding 5 years, with interest payable at a reasonable rate on any unpaid
        installment balance, with adequate security provided, and without penalty
        for
        prepayment of such installments; or

       

      (2) In
        a lump
        sum no later than 30 days after such Participant exercises the put
        option.

       

      (c) The
        amount paid for shares of Company Stock pursuant to an exercised put option
        shall be determined under a fair valuation formula.

       

      (d) The
        put
        option must be exercised during the 60 day period beginning on the date the
        Company Stock is first distributed, by the Plan, or during a 60 day period
        designated by the Committee during the Plan Year following the Plan Year
        in
        which the distribution occurred after a Valuation Date under subparagraph
        2.47(c).

       

      (e) To
        exercise the put option, the holder shall notify the Company in writing that
        the
        put option is being exercised. To the extent applicable, the Committee shall
        notify the Trustee.

       

      (f) The
        Trust
        is not bound to purchase Company Stock pursuant to the put option, but the
        Committee may direct the Trustee to cause the Trust to assume the Company’s
        rights and obligations to acquire Company Stock under the put
        option.

       

      (g) The
        put
        option extended under this Section shall continue in force notwithstanding
        that an Exempt Loan is repaid or that this Plan ceases to be an employee
        stock
        ownership plan.

       

      9.16 Stock
        Certificate Legend.
        Certificates for shares of Company Stock distributed under the Plan that
        are not
        readily tradeable on an established market shall bear the following
        legend:

       

      “The
        shares represented by this certificate are transferable only upon compliance
        with the terms of The Mutual Federal Bancorp, Inc. Employee Stock Ownership
        Plan
        which grants the certain persons described therein a RIGHT OF FIRST REFUSAL
        with
        respect to the sale or other transfer of these shares. A copy of said plan
        and
        its corresponding trust agreement are on file in the offices of Mutual Federal
        Bancorp, Inc. The sale of these shares have not been registered under the
        Securities Act of 1933, as amended, or the securities laws of any state and,
        therefore, may not be sold, assigned or alienated in any manner absent
        registration, or an exemption from registration, under such Act or applicable
        state “blue sky” laws.”

       

      
        
          
          

        

        
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      ARTICLE 10

       

      VOTING
        COMPANY STOCK

       

      10.1 Voting
        of Company Stock.
        Shares
        of Company Stock held in the Trust shall be voted or, in the event of a tender
        or exchange offer, tendered or exchanged by the Trustee in accordance with
        the
        following provisions:

       

      (a) Allocated
        Shares.
        All
        shareholder voting matters on allocated shares of Company Stock shall be
        voted
        by the Trustee in accordance with written instructions from the corresponding
        Voting Participants (as defined below) and pursuant to confidential procedures
        described in Section 10.2. The Trustee shall vote any shares for which no
        directions are given in proportion to the directions from Voting Participants
        for the allocated shares, and the Committee shall ensure that the Voting
        Participants are notified that they may be considered Named Fiduciaries for
        this
        purpose. The Trustee shall follow similar procedures in the event of a tender
        or
        exchange offer for shares of Company Stock. For purposes of this Article
        10, the
        term “Voting Participants” refers to Participants, Beneficiaries and Alternate
        Payees who have shares of Company Stock allocated to their Accounts under
        the
        Plan as a record date for a particular voting or other shareholder matter.
        

       

      (b) Unallocated
        Shares.
        Shares
        of Company Stock held in the Unallocated Reserve shall be voted by the Trustee
        in proportion to the directions from the Voting Participants for the allocated
        shares, and the Committee shall ensure that the Voting Participants are notified
        that they may be considered Named Fiduciaries for this purpose. The Trustee
        shall follow similar procedures in the event of a tender or exchange offer
        for
        shares of Company Stock.

       

      10.2 Confidentiality
        Procedures.
        With
        respect to the directions from Voting Participants under Section 10.1, the
        Committee shall ensure that adequate steps are instituted so that each
        Participant receives information that is adequate and accurate, in all material
        respects, to permit the Participants to make a sufficiently informed decision
        on
        how to direct the Trustee. The Committee shall also ensure that reasonable
        procedures are instituted so that all such directions are held in confidence
        and
        not divulged or released to any person who is a director, officer or employee
        of
        the Company, an Affiliate or any person involved in a proxy contest or tender
        (or similar acquisition) offer, request or information. In this regard, the
        Committee is authorized to hire a third party and delegate its authority
        under
        this Section 10.2.

       

      
        
          
          

        

        
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      ARTICLE 11

       

      CONTRIBUTION
        AND ALLOCATION LIMITATIONS

       

      11.1 Limitation
        on Allocations.
        Notwithstanding any provisions of the Plan to the contrary, Annual Additions
        (as
        defined below) to Participants’ Accounts under the Plan for a Plan Year
        shall not exceed the maximum amount permitted under Code section 415. For
        purposes of the preceding sentence, the following rules shall
        apply:

       

      (a) The
        Annual Additions with respect to a Participant for any Plan Year shall not
        exceed the lesser of:

       

      (1) $44,000
        as adjusted for cost of living increases for the Plan Year under Code section
        415(d).

       

      (2) 100%
        of
        the Section 415 Wages of such Participant for such Plan Year.

       

      (b) If
        a
        Participant also participates in one or more Related Defined Contribution
        Plans
        and if the amount of Annual Additions otherwise allocated to the Participant
        for
        a Plan Year must be reduced to comply with the limitations under Code section
        415, allocations under such plans shall be reduced pro rata to the extent
        necessary to comply with said limitations before allocations are reduced
        under
        this Plan.

       

      (c) If,
        due
        to a reasonable error in estimating Section 415 Wages or Forfeitures for
        any Plan Year, the limitation described in subparagraph (a) would
        otherwise be exceeded with respect to any Participant, the excess amount
        shall
        be held unallocated in a suspense account. The suspense account will be applied
        to reduce future contributions for all Participants in the next Plan Year,
        and
        in each succeeding Plan Year, if necessary. The suspense account will not
        participate in the allocation of the investment gains and losses of the Trust
        (and the value of such account will not be considered in valuing other Accounts
        under the Plan).

       

      (d) For
        purposes of this Section, “Annual Additions” means the sum of the following
        amounts allocated to a Participant for a Plan Year under this Plan and all
        other
        Related Defined Contribution Plans in which he or she participates:

       

      (1) employer
        contributions, which includes the sum of (i) non-leveraged contributions
        made under Section 5.1, and (ii) the lesser of: (A) contributions
        made under Section 5.2 that are applied to make payments on Exempt Loans to
        the extent such payments are attributable to shares allocated to the Participant
        out of the Unallocated Reserve or (B) the Fair Market Value of such shares
        allocated to a Participant’s Company Stock Account for a Plan Year,

       

      (2) Forfeitures
        that are reallocated to a Participant’s Account for a Plan Year,
        and

       

      (3) the
        Participant’s pre-tax and after-tax contributions under other Related Defined
        Contribution Plans.

       

      
        
          
          

        

        
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      Notwithstanding
        the foregoing provisions of this Section 11.1:

       

      (A) Contributions
        and allocations attributable to interest payments on an Exempt Loan and the
        reallocation of Forfeitures of shares of Company Stock acquired with the
        proceeds of an Exempt Loan will not be considered to be Annual Additions
        for a
        Plan Year if: (1) no more than one third of the Leveraged ESOP Contributions
        for
        the Plan Year are allocated to the Accounts of Highly Compensated Employees
        and
        (2) no Affiliated Organization is an S-corporation; 

       

      (B) an
        Annual
        Addition with respect to a Participant’s Accounts shall be deemed credited
        thereto with respect to a Plan Year if it is allocated to the Participant’s
        Accounts under the terms of the Plan as of any date within such Plan Year;
        and

       

      (C) the
        Annual Additions limitations that apply to make up contributions upon
        Reemployment After a Period of Uniformed Service are based on the applicable
        Plan Year for which the contributions would have been made (absent the Period
        of
        Uniformed Service), and not on the Plan Year when such contributions are
        actually made.

       

      
        
          
          

        

        
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      ARTICLE 12

       

      ADMINISTRATION
        OF PLAN

       

      12.1 Composition
        of Committee.
        The
        Committee will consist of members appointed by the Board, which may add or
        remove Committee members at any time. Except as otherwise specifically provided
        in this Article 12, in controlling and managing the operation and
        administration of the Plan, the Committee shall act by a majority of its
        then
        members, by meeting, or by writing filed without a meeting. Meetings may
        be
        called by the Chairman of the Committee or a majority of its then members.
        A
        majority of the members of the Committee at the time in office shall constitute
        a quorum for the transaction of business. The Committee shall have the following
        powers, rights and duties in addition to those vested in it elsewhere in
        the
        Plan:

       

      (a) To
        adopt
        such rules of procedure and regulations as, in its opinion, may be necessary
        for
        the proper and efficient administration of the Plan and as are consistent
        with
        the provisions of the Plan; 

       

      (b) To
        enforce the Plan in accordance with its terms and with such applicable rules
        and
        regulations as may be adopted by the Committee;

       

      (c) To
        determine all questions arising under the Plan, including the power to determine
        the rights or eligibility of employees or Participants and their Beneficiaries
        and their respective benefits, and to remedy ambiguities, inconsistencies
        or
        omissions in the Plan;

       

      (d) To
        give
        such directions to the Trustee with respect to the Trust Fund as may be provided
        in the Trust Agreement, including disbursements (except for the ordinary
        expenses of administration of the Trust Fund or the reimbursement of reasonable
        expenses at the direction of the Company, as provided herein);

       

      (e) To
        maintain and keep adequate books, records and other data as shall be necessary
        to administer the Plan, except those that are maintained by the Company or
        by
        the Trustee, and to meet the disclosure and reporting requirements of
        ERISA;

       

      (f) To
        direct
        all payments of benefits under the Plan;

       

      (g) To
        elect
        a Chairman and to appoint a Secretary who shall keep minutes of the proceedings
        and have custody of all records and documents pertaining to administration
        of
        the Plan;

       

      (h) To
        be
        agent for the service of legal process on behalf of the Plan;

       

      (i) To
        authorize one or more of its members to execute any documents on behalf of
        the
        Committee, in which event the Committee shall notify the Trustee in writing
        of
        such action; and

       

      (j) To
        perform any other acts necessary or appropriate to the administration of
        the
        Plan and the discharge of its duties.

       

      
        
          
          

        

        
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      The
        Committee shall have no power in any way to modify, alter, add to or subtract
        from any provisions of the Plan (except as provided in paragraph (c) above).
        The
        certificate of the Chairman or the Secretary of the Committee that the Committee
        has taken or authorized any action shall be conclusive in favor of any person
        relying on the certificate.  The Company shall pay, or cause to be paid
        from the Trust Fund, expenses incurred by the Committee in the administration
        of
        the Plan and Trust.

       

      12.2 Delegation
        By Committee.
        The
        Committee may establish procedures for allocation of fiduciary responsibilities
        among its members and delegation of fiduciary responsibilities to persons
        other
        than Named Fiduciaries; however, the delegation of the power to manage or
        control Plan assets may only be delegated to the Trustee or an Investment
        Manager, as defined in section 3(38) of ERISA (in either case, with their
        prior written consent).  In exercising its authority to control and manage
        the operation and administration of the Plan, the Committee may employ agents
        and counsel (who may also be employed by or represent any Participating
        Employer) and to delegate to them such powers as the Committee deems
        desirable.  Any such delegation or appointment shall be in writing and
        shall reflect the unanimous action of the Committee members then acting. 
The writing contemplated by the foregoing sentence shall fully describe the
        advice to be rendered or the functions and duties to be performed by the
        delegate.  The Company shall pay, or cause to be paid from the Trust Fund,
        the compensation of such agents and counsel.

       

      12.3 Uniform
        Rules.
        In
        managing the Plan, the Committee will uniformly apply rules and regulations
        in
        substantially similar situations.

       

      12.4 Information
        to be Furnished to Committee.
        The
        Company and any other Participating Employer shall furnish the Committee
        such
        data and information as may be required.  The Committee shall be entitled
        to rely on any information so furnished that is needed for calculation of
        benefits due under the Plan, or any matters relating to administration of
        the
        Plan.  A Participant, surviving spouse, or other person entitled to
        benefits under the Plan must furnish to the Committee such evidence, data
        or
        information as the Committee considers desirable to carry out the Plan. 
Any benefits under the Plan may be conditional upon the prompt submission
        of
        such information.  Any adjustment by the Committee by reason of a
        misstatement of age or lack of information will be made in a manner the
        Committee deems equitable.

       

      12.5 Committee’s
        Decision Final.
        To the
        extent permitted by law, any interpretation of the Plan and any decision
        on any
        matter within the discretion of the Committee made by the Committee in good
        faith is binding on all persons.  A misstatement or other mistake of fact
        shall be corrected when it becomes known, and the Committee shall make such
        adjustment on account thereof as it considers equitable and practicable. 
Except as provided in section 405 of ERISA, a dissenting member is not
        responsible for any action or failure to act if within a reasonable time
        he or
        she registers his or her dissent with the other members and the Company.
        

       

      12.6 Exercise
        of Committee’s Duties.
        Notwithstanding any other provisions of the Plan, the members of the Committee
        shall discharge their duties hereunder solely in the interests of the
        Participants and other persons entitled to benefits under the Plan,
        and:

       

      
        
          
          

        

        
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      (a) for
        the
        exclusive purpose of providing benefits to Participants and other persons
        entitled to benefits under the Plan;

       

      (b) 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;
        and

       

      (c) in
        accordance with the documents and instruments governing the Plan insofar
        as they
        are consistent with ERISA.

       

      12.7 Remuneration
        and Expenses.
        No
        remuneration shall be paid to any Committee member as such.  However, the
        reasonable expenses of a Committee member incurred in the performance of
        a
        Committee function shall be reimbursed by the Company or, as directed by
        the
        Company, the Trust.

       

      12.8 Resignation
        or Removal of Committee Member.
        A
        Committee member may resign at any time by delivering his or her written
        resignation to the Company.  The Board, at its discretion, may immediately
        remove a Committee member with or without cause upon delivery of written
        notice
        to him or her. A Committee member who is also an Employee shall automatically
        be
        removed as a member upon his or her Termination of Employment. 

       

      12.9 Appointment
        of Successor Committee Members.
        The
        Board will promptly fill any vacancy in the membership of the Committee and
        shall give prompt written notice thereof to the other Committee members,
        the
        other Participating Employers and the Trustee.  While there is a vacancy in
        the membership of the Committee, the remaining Committee members shall have
        the
        same powers as the full Committee until the vacancy is filled.

       

      12.10
Interested
        Committee
        Member.
        A
        member may not decide or determine any matter or question concerning his
        or her
        own benefits under the Plan or as to how they are to be paid to him unless
        such
        decision could be made by him under the Plan if he or she were not a member
        of
        the Committee, except when such decision applies to all Participants
        similarly.  If a member is disqualified to act, and the remaining members
        of the Committee cannot agree on a decision, the Company may appoint a temporary
        member to exercise the powers of the interested member concerning the matter
        as
        to which he or she is disqualified.

       

      12.11 Claims
        Procedure.
        Any
        Participant, Beneficiary or Alternate Payee (collectively referred to herein
        as
        a “Claimant”) who disputes a determination of the benefits due to him or her
        under the Plan may file a claim with the Committee. A claim must be in writing,
        in a form which gives the Committee reasonable notice of the claim, sets
        forth
        the basis of the claim, and authorizes the Committee to take all steps
        reasonably necessary to determine the validity of the claim and to facilitate
        the payment of any benefits to which the Claimant is entitled. The Committee
        will, if reasonably possible, decide whether to grant or deny a claim within
        ninety days after it is filed. If a longer period is needed, the Committee
        will,
        no later than the last day of the ninety day period, notify the Claimant
        of the
        extension of time and the reasons why it is needed. A decision must then
        be
        rendered within ninety days after the Claimant was notified of the extension.
        If
        the Committee does not act within the time specified by this Section 12.11,
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      Section 12.11.
        If the Committee determines that a claim should be denied, it will give the
        Claimant written notice of denial. This notice must be written in a manner
        calculated to be understood by the Claimant, state specific reasons for denying
        the claim, citing the provisions of the Plan on which the denial is based,
        explain the procedure for reviewing the Committee’s decision, and if the claim
        is denied because the Committee lacks adequate information to reach a decision,
        state what information is needed to make a decision possible and why it is
        needed. If a claim is denied, the Claimant may appeal to the Committee. The
        Claimant’s appeal must be submitted in writing to the Committee no later than
        sixty (60) days after the earlier of the date on which he or she received
        notice
        of denial or the expiration of the period within which the Committee is required
        to render a decision. The Claimant or his or her representative may submit
        any
        documents or written arguments that he or she desires in support of the appeal,
        and the Committee may, but is not required to, hold a hearing on the appeal.
        The
        Committee will, if reasonably possible, decide the Claimant’s appeal within
        sixty days after it is filed. If a longer period is needed, the Committee
        will,
        no later than the last day of the sixty day period, notify the Claimant of
        the
        extension of time and the reasons why it is needed. A decision must then
        be
        rendered within sixty days after the Claimant was notified of the extension.
        If
        the Committee does not act within the time specified by this Section 12.11,
        the appeal is automatically denied. If the Committee determines that an appeal
        should be denied, it must give the Claimant written notice of the denial
        in the
        same manner as required on initial denial of the claim by the
        Committee.

       

      Any
        lawsuit filed by a Claimant in connection with the Plan must be filed no
        later
        than 120 days after the claims procedure process under this Section 12.11
        has ended with respect to the Claimant.

       

      12.12 Records.
        All
        acts and determinations of the Committee shall be duly recorded by the Secretary
        thereof and all such records together with such other documents as may be
        necessary in exercising its duties under the Plan shall be preserved in the
        custody of the Secretary. Such records and documents shall at all times be
        open
        for inspection and for the purpose of making copies by any person designated
        by
        the Company. The Committee shall provide such timely information, resulting
        from
        the application of its responsibilities under the Plan, as needed by the
        Trustee
        and the accountant engaged on behalf of the Plan by the Company, for the
        effective discharge of their duties.

       

      12.13 Indemnification
        of Committee Members.
        To the
        maximum extent permitted by applicable law, the Committee members and any
        employee of the Company to whom the Committee has delegated plan administrative
        functions (collectively such indemnified persons are referred to as the
“Indemnitees” and singularly as an “Indemnitee”) shall be indemnified and
        held harmless by the Company against any and all liabilities, settlements,
        judgments, losses, costs, and expenses (including reasonable legal fees and
        expenses) of whatever kind and nature which may be imposed on, incurred by
        or asserted against one or more of the Indemnitees by reason of the performance
        or nonperformance by an Indemnitee of functions arising under the Plan or
        Trust
        if such action did not constitute gross negligence or willful misconduct. 
The foregoing right of indemnification shall be in addition to other rights
        that
        the Indemnitees have by law or by reason of insurance coverage of any
        kind.  The Company may, at its own expense, settle any claim asserted or
        proceeding brought against any Indemnitee when such settlement

       

      
        
          
          

        

        
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       appears
        to be in the best interests of the Company and does not conflict with the
        Indemnitee’s right of indemnification hereunder.

       

      
        
          
          

        

        
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      ARTICLE 13

       

      AMENDMENT,
        TERMINATION, MERGER

       

      13.1 Amendment.
        The
        Company, by action of the Board, or by action by any person, persons or
        committee to whom such authority has been delegated by the Board, may amend
        the
        Plan at any time and from time to time. No amendment shall either divest
        a
        Participant or Beneficiary of any Account balance accrued prior to the amendment
        or alter an optional form of benefit under section 411(d)(6) of the Code,
        except that distribution options relating to the Plan may be modified in
        a
        nondiscriminatory manner in accordance with the ESOP exception contained
        in
        section 411(d)(6).

       

      13.2
Permanent
        Discontinuance of
        Contributions.
        The
        Company, by action of the Board, may direct the complete discontinuance of
        all
        contributions under the Plan. In such event, notwithstanding any provisions
        of
        the Plan to the contrary, (A) no Employee shall become a Participant after
        such discontinuance and (B) each Active Participant then in the employ of a
        Participating Employer at the time of such discontinuance shall be 100% vested
        in his or her Account. Subject to the foregoing, all of the provisions of
        the
        Plan shall continue in effect, and upon entitlement thereto distributions
        shall
        be made in accordance with the provisions of Article 9.

       

      13.3 Termination.
        The
        Company, by action of the Board, may terminate the Plan. After such termination,
        no new Employee shall become a Participant, and no further contributions
        shall
        be made. Each Active Participant then in the employ of a Participating Employer
        at the time of such termination shall be 100% vested in his or her Account,
        and
        he or she shall be entitled to a benefit equal to the value of his or her
        Account determined as of the Valuation Date coincident with or next following
        the termination of the Plan (subject to any further investment gains or losses
        of the Trust Fund). Distributions shall be made as soon as administratively
        feasible after the Plan termination has been filed with applicable governmental
        agencies. The Plan and Trust shall continue in force for the purpose of making
        such distributions.

       

      13.4 Partial
        Termination.
        If
        there is a partial termination of the Plan by operation of law, by amendment
        of
        the Plan or for any other reason, which partial termination shall be confirmed
        by the Company, each Active Participant then in the employ of a Participating
        Employer and with respect to whom the partial termination applies shall be
        100%
        vested in his or her Account. Subject to the foregoing, all of the provisions
        of
        the Plan shall continue in effect as to each such Participant, and upon
        entitlement thereto distributions shall be made in accordance with the
        provisions of Article 9.

       

      13.5 Merger,
        Consolidation, or Transfer of Plan Assets.
        In the
        case of any merger or consolidation of the Plan with any other plan, or in
        the
        case of the transfer of assets or liabilities of the Plan to any other plan,
        provision shall be made so that each Participant, Beneficiary and Alternate
        Payee would (if such other plan then terminated) receive a benefit
        immediately after the merger, consolidation, or transfer which is equal to
        or
        greater than the benefit he or she would have been entitled to receive
        immediately before the merger, consolidation, or transfer (if the Plan had
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      Plan,
        any
        provisions unique to the Accounts resulting from such merger will be set
        forth
        on an exhibit to the Plan.

       

      13.6 Deferral
        of Distributions.
        Notwithstanding any provisions of the Plan to the contrary, in the case of
        a
        complete discontinuance of contributions to the Plan or of a complete or
        partial
        termination of the Plan, the Company or the Trustee may defer any distribution
        of benefit payments to Participants, Beneficiaries and Alternate Payees with
        respect to whom such discontinuance or termination applies until after the
        following have occurred:

       

      (a) Receipt
        of a final determination from the Treasury Department or any court of competent
        jurisdiction regarding the effect of such discontinuance or termination on
        the
        qualified status of the Plan under Code section 401(a); and

       

      (b) Appropriate
        adjustment of Accounts to reflect investment gains or losses, taxes, costs,
        and
        expenses, if any, incident to such discontinuance or termination.

       

      
        
          
          

        

        
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      ARTICLE 14

       

      MISCELLANEOUS

       

      14.1 Limited
        Reversion of Fund.
        Except
        as provided in the Trust, no corpus or income of the Trust will at any time
        revert to a Participating Employer or be used other than for the exclusive
        benefit of Participants and their Beneficiaries by paying benefits and, if
        applicable, administrative expenses of the Plan.

       

      14.2 Top-Heavy
        Provisions.
        If, as
        of the day next preceding the beginning of any Plan Year (the “Determination
        Date”) the Plan is “top-heavy,” that is, the aggregate present value of the
        accrued benefits and account balances of all “Key Employees” (within the meaning
        of Section 416(i) of the Code) and their Beneficiaries exceeds
        sixty percent (60%) of the aggregate present value of the accrued benefits
        and account balances of all Participants and Beneficiaries, the requirements
        specified in this Section 14.2 will automatically become effective as of
        the first day of the Plan Year. For purposes of the above sentence, the
        aggregate present value of the accrued benefits and account balances of a
        Participant who has not performed any services for the Company or an Affiliate
        during the one year period ending on the Determination Date shall not be
        taken
        into account. The present value of accrued benefits and account balances
        for
        purposes of this Section 14.2 will be calculated using the most recent
        valuation available under the Plan prior to the Determination Date (and will
        be
        based on actuarial equivalent factors if a defined benefit pension plan is
        part
        of the Aggregation Group). This calculation is made in accordance with
        Section 416(g) of the Code, taking into consideration plans which are
        considered part of the Aggregation Group. The term “Aggregation Group” shall
        include each plan of a Participating Employer or Affiliate which includes
        a Key
        Employee and each plan of the Participating Employer or an Affiliate which
        allows the Aggregation Group to meet the requirements of
        Sections 401(a)(4) or 410 of the Code, and may include any other plan
        of a Participating Employer or Affiliate, if the Aggregation Group would
        continue to meet the requirements of Sections 401(a)(4) and 410 of the
        Code. The Aggregation Group shall include any amount distributed to an employee
        from a plan in the Aggregation Group (including a terminated plan) during
        the
        five year period ending on the Determination Date; provided, however, that
        the
        term “five year period” shall be replaced with the term “one year period” except
        for distributions that are not made due to Termination of Employment. For
        purposes of this Section 14.2 only, the accrued benefit of a Participant
        who is not a Key Employee shall be determined under the method, if any, that
        uniformly applies for accrual purposes under all defined benefit plans
        maintained by the Aggregation Group. However, if no such method exists, then
        the
        accrued benefit of a Participant who is not a Key Employee shall be determined
        as if such benefit accrued not more rapidly than the slowest accrual rate
        permitted under the factional accrual rate of Section 411(b)(1)(C) of the
        Code.

       

      The
        requirements that will take effect under this Section 14.2 are as
        follows:

       

      (a) Article V
        will be amended automatically to provide that, unless the minimum allocation
        amount required under this paragraph is made under a Related Defined
        Contribution Plan, the aggregate amount of contributions allocated to the
        Plan
        Accounts of each Active Participant who is not a Key Employee (within the
        meaning of section 416(i)(1) of the

       

      
        
          
          

        

        
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       Code),
        and who is employed by a Participating Employer as of the last day of the
        Plan
        Year, may not be less than the lesser of:

       

      (1) three
        percent of his or her Compensation for the Plan Year (excluding any pre-tax
        contributions, but including matching contributions, under a 401(k) plan);
        or

       

      (2) a
        percentage of his or her Compensation equal to the largest percentage obtained
        by dividing the sum of the amount credited to the Plan Accounts of any Key
        Employee (including pre-tax contributions under a 401(k) plan) by that Key
        Employee’s Compensation.

       

      (b) The
        vesting schedule in Section 8.1 will continue to apply and may not be amended
        for the Plan Year in a manner that fails to meet the minimum vesting
        requirements of Code section 416(b).

       

      The
        preceding requirements must remain in effect for so long as the Plan remains
        “top-heavy.” If, for a particular Plan Year, the Plan is not “top-heavy,” the
        Company may amend or delete them to the same extent as any other Plan provision,
        except that the vesting schedule described in Section 8.1 may not be made
        less favorable for any Participant who has then completed three or more Years
        of
        Service, and no amendment may cause any previously vested portion of an accrued
        benefit to become forfeitable. Notwithstanding the foregoing provisions,
        if any
        Participating Employer makes contributions under this section on behalf of
        Participants and such contributions are not allocated during a Period of
        Uniformed Service to a Participant who is not a Key Employee, then upon
        Reemployment After a Period of Uniformed Service, such contribution will
        be made
        on behalf of such a Participant.

       

      
        
          
          

        

        
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