exhibit10-6.htm


     

    
      

      

    

    
      Exhibit
        10.6

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      ESB
        FINANCIAL CORPORATION

      AMENDED
        AND RESTATED EXCESS BENEFIT PLAN

      


      PREAMBLE

      


      The
        ESB
        Financial Corporation (formerly known as PennFirst Bancorp, Inc.) (the
“Company”) Amended and Restated Excess Benefit Plan (the “Plan”) is adopted
        effective as of November 20, 2007.  The Plan was initially
        adopted effective as of October 30, 1996 and was previously amended effective
        as
        of July 19, 2005.  The Plan as amended and restated shall in all
        respects be subject to the provisions set forth herein.

      


      This
        Plan
        is being amended and restated to comply with the requirements of Section
        409A of
        the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations
        issued thereunder.  No benefits payable under this Plan shall be
        deemed to be grandfathered for purposes of Section 409A of the
        Code.

      


      The
        Plan
        shall at all times be characterized as a “top hat” plan of deferred compensation
        maintained for a select group of management or highly compensated employees,
        as
        described under Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee
        Retirement Income Security Act of 1974, as amended, and any regulations relating
        thereto.  The Plan has been and shall continue to be operated in
        compliance with Section 409A of the Code.  The Plan is an unfunded
        plan for tax purposes.  The provisions of the Plan shall be construed
        to effectuate such intentions.

      


      PURPOSE

      


      The
        Plan
        is established and maintained by the Company for the purpose of permitting
        certain of its salaried employees who are selected by the Board of Directors
        of
        the Company and listed in Appendix A attached hereto, and who participate
        in the
        Company’s Retirement Savings Plan (the “Retirement Plan”) or in its Employee
        Stock Ownership Plan (“ESOP”) to receive contributions equal to amounts in
        excess of the limitations imposed by Sections 401(a)(17), 402(g), and 415
        of the
        Code.

      


      Accordingly,
        the Company hereby adopts the Plan pursuant to the terms and provisions set
        forth below:

      


      ARTICLE
        I

      


      DEFINITIONS

      


      Whenever
        used herein, the following terms shall have the meanings hereinafter set
        forth:

      


      1.1.                 “Bank”
        means ESB Bank, a Pennsylvania chartered stock savings bank, or, to the extent
        provided in Section 8.8 below, any successor corporation or other entity
        resulting from a merger or consolidation into or with the Bank or a transfer
        or
        sale of substantially all of the assets of the Bank.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      1.2.                 “Board”
        means the Board of Directors of the Company.

      


      1.3.                 “Company”
        means ESB Financial Corporation, a Pennsylvania chartered corporation, or
        any
        successor corporation or other entity resulting from a merger or consolidation
        into or with the Company or a transfer or sale of substantially all of the
        assets of the Company.

      


      1.4.                 “Company
        Common Stock” means shares of common stock, par value $0.01 per share, of the
        Company.

      


      1.5.                 “Director”
        means any member of the Board of Directors of the Company or the
        Bank.

      


      1.6.                 “ESOP
        Allocation” means an allocation to the individual account of a participant in
        the ESOP pursuant to Article V of the ESOP.

      


      1.7.                 “Matching
        Contribution” means the total of all matching contributions made by the Company
        or the Bank for the benefit of a Participant under and in accordance with
        the
        terms of the Retirement Plan in any Plan Year.

      


      1.8.                 “Participant”
        means a salaried employee of the Company or the Bank who is a participant
        under
        the Retirement Plan or the ESOP and to whom or with respect to whom
        contributions may be made under the Plan who is listed in Appendix A attached
        hereto.

      


      1.9.                 “Plan
        Year” means the 12-consecutive-month period ending December 31 of each year,
        commencing with the 12-consecutive-month period ending December 31,
        1996.

      


      1.10.                 “Pre-tax
        Contribution” means the salary reduction contribution made by the Company or the
        Bank for the benefit of a Participant under and in accordance with the terms
        of
        the Retirement Plan in any Plan Year.

      


      1.11.                 “Separation
        from Service” means a termination of a Participant’s services (whether as an
        employee or as an independent contractor) to the Company and the Bank for
        any
        reason other than death.  Whether a Separation from Service has
        occurred shall be determined in accordance with the requirements of Section
        409A
        of the Code based on whether the facts and circumstances indicate that the
        Company, the Bank and the Participant reasonably anticipated that no further
        services would be performed after a certain date or that the level of bona
        fide
        services the Participant would perform after such date (whether as an employee
        or as an independent contractor) would permanently decrease to no more than
        twenty percent (20%) of the average level of bona fide services performed
        (whether as an employee or an independent contractor) over the immediately
        preceding thirty-six (36) month period.

       

      1.12.                 “Supplemental
        ESOP Allocation” means the contribution made by the Company or the Bank for the
        benefit of a Participant under and in accordance with the terms of the Plan
        in
        any Plan Year.

       

      
 

      
        
          
          

        

        
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      1.13.                 “Supplemental
        Matching Contribution” means the matching contribution made by the Company or
        the Bank for the benefit of a Participant under and in accordance with the
        terms
        of the Plan in any Plan Year.

      


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

      


      ARTICLE
        II

      


      ELIGIBILITY

      


      A
        Participant who is eligible to receive the benefit of a Pre-tax Contribution,
        a
        Matching Contribution, or an ESOP Allocation the total amount of which is
        reduced by reason of the application of the limitations on contributions
        imposed
        by Sections 401(a)(17), 402(g), and 415 of the Code shall be eligible to
        participate in the Plan.

      


      ARTICLE
        III

      


      SUPPLEMENTAL
        CONTRIBUTIONS

      


      3.1.                 Supplemental
        Matching Contribution.

      


      A
        Participant’s account in the Plan shall be credited with a Supplemental Matching
        Contribution each year effective as of the last day of the Plan
        Year.  The dollar amount of the Supplemental Matching Contribution
        allocable to a Participant with respect to a given Plan Year shall be calculated
        as set forth below:

      


      (a)  The
        Matching Contribution which would have been allocated to the Participant
        for the
        Plan Year without giving effect to any reduction in the Pre-tax Contribution
        required by limitations imposed by Sections 401(a)(17), 402(g), and 415 of
        the
        Code; less

      


      (b)  The
        amount of the Matching Contribution actually allocated to the account of
        the
        Participant in the Retirement Plan (pursuant to the terms of the Retirement
        Plan) for the Plan Year.

      


      Supplemental
        Matching Contributions made for the benefit of a Participant for any Plan
        Year
        shall be credited to an account maintained under the Plan in the name of
        each
        Participant within 180 days after the last day of such Plan Year.

       

      
 

      


      
        
          
          

        

        
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      3.2.                 Supplemental
        ESOP Allocation.

      


      A
        Participant’s account in the Plan shall be credited with a Supplemental ESOP
        Allocation each year effective as of the last day of the Plan
        Year.  The amount of the Supplemental ESOP Allocation to be made by
        the Company or the Bank for the benefit of a Participant with respect to
        a given
        Plan Year shall be in an amount equal to the difference between (a) and (b)
        below:

      


      (a)           The
        ESOP Allocation which would have been allocated to the Participant for the
        Plan
        Year, as determined by Article V of the ESOP, without giving effect to the
        limitations imposed by Sections 401(a)(17) and 415 of the Code;
        less

      


      (b)           The
        amount of the ESOP Allocation actually allocated to the account of the
        Participant in the ESOP for the Plan Year.

      


      Supplemental
        ESOP Allocations made for the benefit of a Participant for any Plan Year
        shall
        be credited to the account maintained under the Plan in the name of each
        Participant within 180 days after the last day of such Plan Year.

      


      ARTICLE
        IV

      


      INVESTMENT
        OF SUPPLEMENTAL CONTRIBUTIONS

      


      Unless
        a
        trust is used to fund the benefits hereunder as authorized in Section 8.1
        of the
        Plan, amounts credited hereunder to the account of a Participant shall be
        treated as if they were actually invested in Company Common Stock and credited
        with gains and losses at the same time and in the same manner as provided
        in the
        Retirement Plan and the ESOP.  Amounts contributed to a trust utilized
        by the Company to fund its obligations under the Plan shall be invested in
        accordance with the terms of such trust. If  any Company Common Stock
        is held in a rabbi trust to fund the Company's obligations under the Plan,
        the
        Company Common Stock (i) may not be diversified; (ii) must remain at all
        times
        invested in the form of Company Common Stock or common stock units of the
        Company, as applicable; and (iii) must be distributed solely in the form
        of
        whole shares of Common Stock.

      


      ARTICLE
        V

      


      VESTING;
        DISTRIBUTIONS

      


      5.1                 Vesting.  All
        amounts held in the Plan attributable to Supplemental Matching Contributions
        and
        Supplemental ESOP Allocations shall vest in the same manner as provided in
        the
        Retirement Plan and the ESOP, respectively.

       

      
 

      
        
          
          

        

        
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                5.2  

              	
                Distribution.

              


      

      


      (a)             General.  The
        vested portion of a Participant’s account may not be distributed prior to (a)
        the Participant’s death, or (b) the first day of the month following the lapse
        of six months following the Participant’s Separation from
        Service.  The vested portion of amounts credited to a Participant’s
        account shall be distributed to a Participant in the manner indicated on
        the
        Participant’s payment election form (a copy of which is attached as Appendix B),
        except that any distribution must be solely in the form of whole shares of
        Company Common Stock.  Cash will not be distributed in lieu of
        fractional shares.  The form of benefit payment may be in a single
        lump sum payment or annual installment payments not in excess of ten years,
        as
        specified on a Participant’s payment election form.  If the benefits
        are to be paid in annual installments, the first annual installment shall
        be
        paid on or as soon as practicable following the payment event selected by
        the
        Participant (subject to the six-month delay required above if the payment
        event
        is a Separation from Service), and all subsequent annual payments shall be
        paid
        on the annual anniversary date of the first payment.  Any new payment
        elections made by a Participant on or after January 1, 2005 shall be made
        in
        accordance with this Article V.

      


      (b)           Amount
        of Each Annual Installment.  The dollar amount of each annual
        installment paid to a Participant or his or her beneficiaries shall be
        determined by multiplying the value of the Participant’s account as of the close
        of business on the day preceding such payment by a fraction.  The
        numerator of the fraction shall in all cases be one, and the denominator
        of the
        fraction shall be the number of annual installments remaining to be paid
        to the
        Participant or his or her beneficiaries, including the annual installment
        for
        which the calculation is being made. For example, if a Participant elected
        to
        receive 10 annual installments, the amount of the first annual installment
        shall
        be 1/10th of
        the Participant’s account, the second annual installment shall be 1/9th of the
        then
        remaining account, and so on.

      


      (c)           Prior
        Elections.  Any payment elections made by a Participant before January
        1, 2005 shall continue in effect until such time as the Participant makes
        a
        subsequent payment election pursuant to Section 5.2(d) or 5.2(e) below and
        such
        payment election becomes effective as set forth below.  If no payment
        election was previously made, then the current payment election shall be
        deemed
        to be five annual installments commencing as of the first day of the month
        following the lapse of six months after a Separation of Service, except that
        in
        the event of death, the payment election shall be deemed to be a lump sum
        payable within sixty (60) days following the date of death.

      


      (d)           Transitional
        Elections Prior to 2009.  On or before December 31, 2008, if a
        Participant wishes to change his or her payment election, the Participant
        may do
        so by completing a payment election form approved by the Board, provided
        that
        any such election (i) must be made prior to the Participant’s Separation from
        Service or death, (ii) shall not take effect before the date that is 12
        months after the date the election is made and accepted by the Board, (iii)
        does
        not cause a payment that would otherwise be made in the year of the election
        to
        be delayed to a later year, and (iv) does not accelerate into the year in
        which
        the election is made a payment that is otherwise scheduled to be made in
        a later
        year.

       

      
 

      
        
          
          

        

        
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      (e)        Changes
        in Payment Elections after 2008.  On or after January 1, 2009, if a
        Participant wishes to change his or her payment election, the Participant
        may do
        so by completing a payment election form approved by the Company, provided
        that
        any such election (i) must be made prior to the Participant’s Separation from
        Service, (ii) must be made at least 12 months before the date on which any
        benefit payments as of a fixed date or pursuant to a fixed schedule are
        scheduled to commence, (iii) shall not take effect until at least 12 months
        after the date the election is made and accepted by the Company, and (iv)
        for
        payments to be made other than upon death, must provide an additional deferral
        period of at least five years from the date such payment would otherwise
        have
        been made (or in the case of any installment payments treated as a single
        payment, five years from the date the first amount was scheduled to be
        paid).  For purposes of this Plan and clause (iv) above, all
        installment payments under this Plan shall be treated as a single
        payment.

      


      ARTICLE
        VI

      


      ADMINISTRATION
        OF THE PLAN

      


      6.1.                 Administration
        by the Company.  The Company shall be responsible for the general
        operation and administration of the Plan and for carrying out the provisions
        thereof.

      


      6.2.                 General
        Powers of Administration.  All provisions set forth in the
        Retirement Plan with respect to the administrative powers and duties of the
        Company, expenses of administration, and procedures for filing claims shall
        also
        be applicable with respect to the Plan.  The Company shall be entitled
        to rely conclusively upon all tables, valuations, certificates, opinions
        and
        reports furnished by any actuary, accountant, controller, counsel or other
        person employed or engaged by the Company with respect to the Plan.

      


      ARTICLE
        VII

      


      AMENDMENT
        OR TERMINATION

      


      7.1.           Amendment
        or Termination.  The Company intends the Plan to be permanent but
        reserves the right to amend or terminate the Plan when, in the sole opinion
        of
        the Company, such amendment or termination is advisable.  Any such
        amendment or termination shall be made pursuant to a resolution of the Board
        and
        shall be effective as of the date of such resolution.  In addition, in
        the event that the Company determines, after a review of Section 409A of
        the
        Code and all applicable Internal Revenue Service guidance, that the Plan
        or
        payment election form needs to be further amended to comply with Section
        409A of
        the Code, the Company may amend the Plan or the payment election form to
        make
        any changes required for it to comply with Section 409A of the
        Code.

       

      
 

      
        
          
          

        

        
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                7.2.  

              	
                Effect
                  of Amendment or Termination.

              


      

      


      (a)  General.  No
        amendment or termination of the Plan shall directly or indirectly reduce
        the
        balance of any account held hereunder as of the effective date of such amendment
        or termination.  A termination of the Plan will not be a distributable
        event, except in the two circumstances set forth in Section 7.2(b)
        below.  No additional credits of Supplemental Matching Contributions
        or Supplemental ESOP Allocations shall be made to the account of a Participant
        after termination of the Plan, but the Company shall continue to credit gains
        and losses pursuant to Article IV until the balance of the Participant’s account
        has been fully distributed to the Participant or his beneficiary.

      


      (b)         Termination.  Under
        no circumstances may the Plan permit the acceleration of the time or form
        of any
        payment under the Plan prior to the payment events specified herein, except
        as
        provided in this Section 7.2(b).  The Company may, in its discretion,
        elect to terminate the Plan in any of the following two circumstances and
        accelerate the payment of the entire unpaid balance of the Participant’s vested
        benefits as of the date of such payment in accordance with Section 409A of
        the
        Code:

      


      
        	
                (i)  

              	
                the
                  Plan is irrevocably terminated at a time that is not proximate
                  to a
                  downturn in the financial health of ESB Financial or the Bank and
                  (1) all
                  arrangements sponsored by ESB Financial and the Bank that would
                  be
                  aggregated with the Plan under Treasury Regulation 1.409A-1(c)
                  if a
                  Participant participated in such arrangements are terminated, (2)
                  no
                  payments are made within 12 months of the date ESB Financial and
                  the Bank
                  take all necessary action to irrevocably terminate the arrangements,
                  other
                  than payments that would be payable under the terms of the arrangements
                  if
                  the termination had not occurred; (3) all payments are made within
                  24
                  months of the date ESB Financial and the Bank take all necessary
                  action to
                  irrevocably terminate the arrangements; and (4) neither ESB Financial
                  nor
                  the Bank adopts a new arrangement that would be aggregated with
                  the Plan
                  under Treasury Regulation 1.409A-1(c) if a Participant participated
                  in
                  both arrangements, at any time within three years following the
                  date ESB
                  Financial and the Bank take all necessary action to irrevocably
                  terminate
                  the Plan; or

              


      

      


      
        	
                 

              	
                         
                  (ii)

              	
                the
                  Plan is terminated within 12 months of a corporate dissolution
                  taxed under
                  Section 331 of the Code, or with the approval of a bankruptcy court
                  pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts deferred by
                  a Participant under the Plan are included in the Participant’s gross
                  income in the later of (1) the calendar year in which the termination
                  of
                  the Plan occurs, or (2) the first calendar year in which the payment
                  is
                  administratively practicable.

              


      

       

       

      


      
        
          
          

        

        
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      ARTICLE
        VIII

      


      GENERAL
        PROVISIONS

      


      8.1.                 Participant’s
        Rights Unsecured.  To fund its obligations under the Plan, the
        Company may elect to form a trust, or to utilize a preexisting trust, to
        purchase and hold the alternative forms of assets which are permitted under
        the
        Retirement Plan and ESOP, including shares of Company Common Stock, subject
        to
        compliance with all applicable securities laws.  If the Company elects
        to use a trust to fund its obligations under the Plan, a Participant shall
        have
        no right to demand the transfer to him of stock or other assets from the
        Company, or from such a trust formed or utilized by the Company.  Any
        assets held in a trust, including shares of Company Common Stock, may be
        distributed to a Participant at the value thereof determined by the Board
        (or
        the executive committee thereof) excluding any Director who may be a Participant
        in the Plan, as aforesaid in payment of part or all of the Company’s obligations
        under the Plan.  The right of a Participant or his designated
        beneficiary to receive a distribution hereunder shall be an unsecured claim
        against the general assets of the Company, and neither the Participant nor
        a
        designated beneficiary shall have any rights in or against any specific assets
        of the Company or any assets of the Bank.  All amounts credited to the
        account of Participants, whether or not held in a trust, shall constitute
        general assets of the Company and may be disposed of by the Company at such
        time
        and for such purposes as it may deem appropriate.

      


      8.2.                 General
        Conditions.  Nothing in this Plan shall operate or be construed in
        any way to modify, amend or affect the terms and provisions of the Retirement
        Plan or the ESOP.

      


      8.3.                 No
        Guarantee of Benefits.  Nothing contained in the Plan shall
        constitute a guaranty by the Company or the Bank or any other person or entity
        that the assets of the Company or the Bank will be sufficient to pay any
        benefit
        hereunder.

      


      8.4.                 No
        Enlargement of Employee Rights.  No Participant shall have any
        right to receive a distribution of contributions made under the Plan except
        in
        accordance with the terms of the Plan.  Establishment of the Plan
        shall not be construed to give any Participant the right to be retained in
        the
        service of the Company or the Bank.

      


      8.5.                 Spendthrift
        Provision.  No interest of any person or entity in, or right to
        receive a distribution under, the Plan shall be subject in any manner to
        sale,
        transfer, assignment, pledge, attachment, garnishment, or other alienation
        or
        encumbrance of any kind; nor may such interest or right to receive a
        distribution be taken, either voluntarily or involuntarily, for the satisfaction
        of the debts of, or other obligations or claims against, such person or entity,
        including claims for alimony, support, separate maintenance and claims in
        bankruptcy proceedings.

      


      8.6.                 Applicable
        Law.  The Plan shall be construed and administered under the laws
        of the Commonwealth of Pennsylvania.

       

      
 

      
        
          
          

        

        
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      8.7.                 Incapacity
        of Recipient.  If any person entitled to a distribution under the
        Plan is deemed by the Company or the Bank to be incapable of personally
        receiving and giving a valid receipt for such payment, then, unless and until
        claim therefor shall have been made by a duly appointed guardian or other
        legal
        representative of such person, the Company or the Bank may provide for such
        payment or any part thereof to be made to any other person or institution
        then
        contributing toward or providing for the care and maintenance of such
        person.  Any such payment shall be a payment for the account of such
        person and a complete discharge of any liability of the Company or the Bank
        and
        the Plan therefor.

      


      8.8.                 Corporate
        Successors.  The Plan shall not be automatically terminated by a
        transfer or sale of assets of the Company or the Bank or by the merger or
        consolidation of the Company or the Bank into or with any other corporation
        or
        other entity, but the Plan shall be continued after such sale, merger or
        consolidation only if and to the extent that the transferee, purchaser or
        successor entity agrees to continue the Plan.  In the event that the
        Plan is not continued by the transferee, purchaser or successor entity, then
        the
        Plan shall terminate subject to the provisions of Section 7.2.

      


      8.9.                 Unclaimed
        Benefit.  Each Participant shall keep the Company informed of his
        current address and the current address of his designated
        beneficiary.  The Company shall not be obligated to search for the
        whereabouts of any person.  If the location of a Participant is not
        made known to the Company within three (3) years after the date on which
        payment
        of the Participant’s account may first be made, payment may be made as though
        the Participant had died at the end of the three-year period.  If,
        within one additional year after such three ­year period has elapsed, or,
        within three years after the actual death of a Participant, the Company is
        unable to locate any designated beneficiary of the Participant, then the
        Company
        shall have no further obligation to pay any benefit hereunder to such
        Participant or designated beneficiary and such benefit shall be irrevocably
        forfeited.

      


      8.10.                 Limitations
        on Liability.  Notwithstanding any of the preceding provisions of
        the Plan, neither the Company nor the Bank nor any individual acting as employee
        or agent of the Company or the Bank shall be liable to any Participant, former
        Participant or other person for any claim, loss, liability or expense incurred
        in connection with the Plan.

       

       

       

       

      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, and pursuant to a resolution of the Board of Directors of
        the
        Company, the Company has caused this Plan to be executed by its duly authorized
        officers effective as of November 20, 2007.

      


      
        	 	
                ESB
                  FINANCIAL CORPORATION:

              
	 	 
	 	 
	 	
                By:

              	
                /s/
                  William B. Salsgiver

              
	 	 	
                William
                  B. Salsgiver, Chairman

              
	 	 
	 	 
	 	
                By:

              	
                /s/
                  Frank D. Martz

              
	 	 	
                Frank
                  D. Martz, Secretary

              


      

      


       

      
 

      
        
          
          

        

        
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      APPENDIX
        A

      


      


      The
        Company has designated the following person(s) as Participants in its Excess
        Benefit Plan as of October 30, 1996:

      


      Charlotte
        A. Zuschlag

       

       

       

      
 

      
        
          
          

        

        
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      APPENDIX
        B

      


      


      PAYMENT
        ELECTION FORM

      


      ESB
        FINANCIAL CORPORATION

      AMENDED
        AND RESTATED EXCESS BENEFIT PLAN

      


      


      


      Date
        ___________________________________________

      


      


      I
        acknowledge receipt of a copy of the
        Amended and Restated Excess Benefit Plan (the “Plan”) of ESB Financial
        Corporation (the “Company”) and understand that the Plan and this Payment
        Election Form constitute a binding agreement between myself and the
        Company.  I further acknowledge that I have no rights to any amounts
        deferred pursuant to the Plan until the time of distribution pursuant to
        the
        provisions of Section 5.2 of the Plan.

      


      This
        Payment Election Form sets forth
        below my election as to the timing of payment of the vested portion of my
        account under the Plan.   All payments under the Plan will be subject
        to the terms and conditions of the Plan which are incorporated herein by
        reference.  Any capitalized terms used in this Payment Election Form
        but not otherwise defined herein shall have the meanings set forth in the
        Plan.

      


      I
        acknowledge that my election will
        apply to all amounts deferred on my behalf under the Plan and can  only
 be  changed  in  a  manner  which complies with
        Section 409A of the Internal Revenue Code.  Please note that a
        distribution of your account will be solely in the form of Company Common
        Stock
        (as defined in the Plan).  Cash will not be paid in lieu of fractional
        shares in order to preserve preferential accounting treatment on behalf of
        the
        Plan.

      


      My
        period of deferral, with respect to
        amounts deferred under the Plan, shall expire  at  the  earliest
 time  specified  below  (check  as  many  as
        apply to you):

      


      
        	
                G

              	
                1.

              	
                Upon
                  my Separation from Service, excluding termination due todeath,
                  I elect to
                  receive  settlement  of  my  account
                  by

              
	
                 

              	 (check
                one):
	 	
                ____

              	
                Lump
                  sum distribution on the first day of the month following the lapse
                  of six
                  months after the Separation from Service has occurred;
                  or

              
	 	
                ____

              	
                Commencement
                  of ____ annual installment payments on the first day of the month
                  following the lapse of six months after the Separation from Service
                  has
                  occurred (up to 10 annual installment payments
                  permitted).

              
	
                and/or

              	 


      

      


      


      
        
          
          

        

        
          B-1

          
            

          

        

        
          
          

        

      

      


      


      
        	
                G

              	
                2.

              	
                Upon
                  my termination of employment due to death, I elect to receive settlement
                  of my account by (check one):

              
	 	
                ____

              	
                Lump
                  sum distribution as soon as administratively feasible after the
                  occurrence
                  of such event; or

              
	 	
                ____

              	
                Commencement
                  of ____ annual installment payments as soon as administratively
                  feasible
                  after the occurrence of such event (up to 10 annual installment
                  payments
                  permitted).

              


      

      


      I
        understand that any balance remaining in my account, as of the date of the
        last
        distribution to be made to me pursuant to my elections above, will be added
        to
        and distributed in said last distribution.

      


      I
        understand that if I subsequently elect on or after January 1, 2008 to change
        my
        payment election to delay the timing of the payment from the timing that
        I
        previously elected, then (1) the subsequent election must be made before
        I have
        a Separation from Service, (2) the subsequent election cannot take effect
        until
        at least 12 months after the date on which the subsequent election is made
        and
        accepted by the Board, (3) the first payment pursuant to the subsequent
        election (other than elections with respect to death) shall be deferred for
        at
        least five years from the date the payment would otherwise have been made,
        and
        (4) the subsequent election must be made at least 12 months before the date
        on
        which any benefit payments as of a fixed date or pursuant to a fixed schedule
        are scheduled to commence.

      


      


      
        	
                 

              	PARTICIPANT 	 


      

      


      
        	 	 	  
	 	
                Signature:

              	 	  
	 	 
	 	  
	 	
                Printed
                  Name:

              	 


      

      


      
        	 
	
                The
                  Bank hereby acknowledges the receipt of this

              
	
                Payment
                  Election Form.

              	 
	 	 


      

      


      
        	Name:	 	 


      

      


      
        	Date
                Received:	 	 


      

    

     

     

    
      
        
        

      

      
        B-2