Resolutions Adopted by the Board of Union Federal Savings and Loan Association


    Exhibit
      10.2

     

     

    Resolutions
      Adopted by the Board of Directors

    of
      Union Federal Savings and Loan Association

     

    WHEREAS,
      the Union Federal Savings and Loan Association Recognition and Retention Plan
      and Trust (the “RRP Plan”) permits the Association's Board of Directors to amend
      the RRP Plan;

     

    WHEREAS,
      the Office of Thrift Supervision has recently amended its regulations to permit
      the vesting of stock options and management recognition grants in the event
      of a
      change in control of the association making such awards.

     

    WHEREAS,
      the Board of Directors deems it advisable to amend the RRP Plan to permit
      vesting of awards under the RRP Plan in the event of a change in control of
      the
      Association or its parent company, Union Community Bancorp.

     

    NOW,
      THEREFORE, BE IT RESOLVED, that the Section 7.01(b) of the RRP Plan be amended
      to read in its entirety as follows:

     

    
      	 	
              (b)

               

            	
              Exception
                for Terminations Due to Death and Disability and for a Change in
                Control.
                Notwithstanding the general rule contained in Section 7.01(a) above,
                all
                Plan Shares subject to a Plan Share Award held by a Recipient whose
                term
                of service as an Employee and as a Director Emeritus with the Holding
                Company, Association or an Affiliate terminates due to death or Disability
                shall be deemed earned as of the Recipient’s last day of service with the
                Holding Company, Association or an Affiliate as a result of such
                death or
                Disability. If the Recipient’s service as an Employee and as a Director or
                Director Emeritus terminates due to Disability within one year of
                the
                effective date of the Conversion, the Shares earned by the Recipient
                may
                not be disposed of by the Recipient during the one-year period following
                the Conversion, and stock certificate legends to that effect may
                be placed
                on the stock certificates for any such shares. Notwithstanding the
                general
                rule contained in Section 7.01(a), all Plan Shares subject to a Plan
                Share
                Award held by a Recipient shall be deemed to be earned in the event
                of a
                “change in control.”“A “change in control” is defined as a change in
                control of the Holding Company or the Association within the meaning
                of 12
                C.F.R. § 574.4(a) (other than a change of control resulting from a trustee
                or other fiduciary holding shares of Common Stock under an employee
                benefit plan of that Holding Company or the Association or any of
                its
                Affiliates).

            	 


    

     

    RESOLVED
      FURTHER, that the foregoing amendment to the RRP Plan be applied to outstanding
      awards under the RRP Plan and that the Association's officers notify the current
      grantees of awards made under the RRP Plan of this amendment and advise them
      of
      its impact on the vesting of their awards.