exhibit10-12.htm


     

    
      

      

    

    
      Exhibit
        10.12

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      TROY
        HILL BANCORP, INC.

      AMENDED
        AND RESTATED RECOGNITION AND RETENTION

      PLAN
        FOR OFFICERS AND TRUST AGREEMENT

      


      ARTICLE
        I

      ESTABLISHMENT
        OF THE PLAN AND TRUST

      


      1.01           ESB
        Financial Corporation (the “Corporation”) hereby amends and restates the Troy
        Hill Bancorp, Inc. Recognition and
        Retention Plan for Officers (the “Plan”) and Trust (the “Trust”) upon the terms
        and conditions hereinafter stated in this amended and restated Recognition
        and
        Retention Plan for Officers and Trust Agreement (the “Agreement”), with this
        amendment and restatement effective as of November 20, 2007.

      


      1.02           The
        Trustees hereby accept this Trust and agree to hold the Trust assets existing
        on
        the date of this Agreement and all additions and accretions thereto upon
        the
        terms and conditions hereinafter stated.

      


      ARTICLE
        II

      PURPOSE
        OF THE PLAN

      


      2.01           The
        purpose of the Plan is to retain personnel of experience and ability in key
        positions by providing such key employees of the Corporation, as successor
        to
        Troy Hill Bancorp, Inc., with a proprietary interest in the Corporation as
        compensation for their contributions to the Corporation, the Bank, and other
        Subsidiaries and as an incentive to make such contributions in the
        future.

      


      ARTICLE
        III

      DEFINITIONS

      


      The
        following words and phrases when used in this Agreement with an initial capital
        letter, unless the context clearly indicates otherwise, shall have the meanings
        set forth below. Wherever appropriate, the masculine pronouns shall include
        the
        feminine pronouns and the singular shall include the plural.

      


      3.01           “Bank”
        means ESB Bank, as the successor to Troy Hill Federal Bank.

      


      3.02           “Beneficiary”
        means the person or persons designated by a Recipient to receive any benefits
        payable under the Plan in the event of such Recipient’s death. Such person or
        persons shall be designated in writing on forms provided for this purpose
        by the
        Committee and may be changed from time to time by similar written notice
        to the
        Committee. In the absence of a written designation, the Beneficiary shall
        be the
        Recipient’s surviving spouse, if any, or if none, his estate.

      


      3.03           “Board”
        means the Board of Directors of the Corporation.

      


      3.04           “Code”
        means the Internal Revenue Code of 1986, as amended.

      


      
        
          
          

        

        
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      3.05           “Committee”
        means the committee appointed by the Board pursuant to Article IV
        hereof.

      


      3.06           “Common
        Stock” means shares of the common stock, $.01 par value per share, of the
        Corporation.

      


      3.07           “Disability”
        means the Recipient (i) is unable to engage in any substantial gainful activity
        by reason of any medically determinable physical or mental impairment which
        can
        be expected to result in death or can be expected to last for a continuous
        period of not less than 12 months, or (ii) is, by reason of any medically
        determinable physical or mental impairment which can be expected to result
        in
        death or can be expected to last for a continuous period of not less than
        12
        months, receiving income replacement benefits for a period of not less than
        three months under an accident and health plan covering employees of the
        Corporation or the Bank (or would have received such benefits for at least
        three
        months if he had been eligible to participate in such
        plan).

      


      3.08           “Effective
        Date” means the hour and day upon which Common Stock was initially sold by Troy
        Hill Bancorp, Inc. in the Officering.  The amendment and restatement
        of this Plan shall be effective as of November 20, 2007.

      


      3.09           “Employee”
        means any person who is employed by the Corporation, the Bank, or any
        Subsidiary, including officers or other employees who may be directors of
        the
        Corporation.

      


      3.10           “Exchange
        Act” means the Securities Exchange Act of 1934, as amended.

      


      3.11           “Offering”
        means the offering of Common Stock to the public pursuant to the Plan of
        Conversion of Troy Hill Federal Savings and Loan Association.

      


      3.12           “Plan
        Shares” or “Shares” means shares of Common Stock held in the Trust which may be
        distributed to a Recipient pursuant to the Plan.

      


      3.13           “Plan
        Share Award” or “Award” means a right granted under this Plan to receive a
        distribution of Plan Shares upon completion of the service requirements
        described in Article VII.

      


      3.14           “Recipient”
        means an Employee who receives a Plan Share Award under the Plan.

      


      3.15           “Retirement”
        means the later of (a) the attainment of age sixty-five (65) or
        such earlier age as may be specified in a Recipient’s Plan Share Award, and (b)
        the one-year anniversary of the grant of a Plan Share Award.

      


      3.16           “Subsidiary”
        means the Bank and any other subsidiaries of the Corporation or the Bank
        which,
        with the consent of the Board, agree to participate in this Plan.

      


      3.17           “Trustee”
        or “Trustees” means those person or persons (which may be members of the
        Committee) or firm or entity, nominated by the Committee and approved by
        the
        Board pursuant to Sections 4.01 and 4.02 to hold legal title to the Plan
        assets
        for the purposes set forth herein.

      


      
        
          
          

        

        
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      ARTICLE
        IV

      ADMINISTRATION
        OF THE PLAN

      


      4.01       Role
        of the Committee. The Plan shall be
        administered and interpreted by the Committee, which shall consist of two
        or
        more members of the Board, none of whom shall be an officer or employee of
        the
        Corporation and each of whom shall be a “disinterested person” within the
        meaning of Rule 16b-3 under the Exchange Act. The Committee shall have all
        of
        the powers allocated to it in this and other sections of the Plan. The
        interpretation and construction by the Committee of any provisions of the
        Plan
        or of any Plan Share Award granted hereunder shall be final and binding.
        The
        Committee shall act by vote or written consent of a majority of its members.
        Subject to the express provisions and limitations of the Plan, the Committee
        may
        adopt such rules, regulations and procedures as it deems appropriate for
        the
        conduct of its affairs. The Committee shall report its actions and decisions
        with respect to the Plan to the Board at appropriate times, but in no event
        less
        than one time per calendar year. The Committee shall recommend to the Board
        one
        or more persons (which may be from among its members), or a firm or other
        entity, to act as Trustees in accordance with the provisions of this Plan
        and
        Trust and the terms of Article VIII hereof.

      


       
        4.02        Role of the
        Board. The members of the Committee and the
        Trustee or Trustees shall be appointed or approved by, and will serve at
        the
        pleasure of, the Board. The Board may in its discretion from time to time
        remove
        members from, or add members to, the Committee, and may remove, replace or
        add
        Trustees, provided that any directors who are selected as members of the
        Committee shall not be officers or employees of the Corporation and shall
        be
“disinterested persons” within the meaning of Rule 16b-3 promulgated under the
        Exchange Act.

      


       4.03         Limitation
        on Liability. No member of the Board or the
        Committee shall be liable for any determination made in good faith with respect
        to the Plan or any Plan Shares or Plan Share Awards granted under the Plan.
        If a
        member of the Board or the Committee is a party or is threatened to be made
        a
        party to any threatened, pending or completed action, suit or proceeding,
        whether civil, criminal, administrative or investigative, by reason of anything
        done or not done by him in such capacity under or with respect to the Plan,
        the
        Corporation shall, subject to the requirements of applicable laws and
        regulations, indemnify such member against all liabilities and expenses
        (including attorneys’ fees), judgments, fines and amounts paid in settlement
        actually and reasonably incurred by him in connection with such action, suit
        or
        proceeding if he acted in good faith and in a manner he reasonably believed
        to
        be in the best interests of the Corporation and any Subsidiaries and, with
        respect to any criminal action or proceeding, had no reasonable cause to
        believe
        his conduct was unlawful.

       

             
         4.04        Compliance
        with Laws and Regulations. All awards granted
        hereunder shall be subject to all applicable federal and state laws, rules
        and
        regulations and to such approvals by any government or regulatory agency
        or
        stockholders as may be required.

       

       4.05        No
        Deferral of Compensation Under Section 409A of the
        Code.  All Plan Share Awards granted under the Plan are
        designed to not constitute a deferral of compensation for purposes of Section
        409A of the Code, in reliance upon the exemption for the transfer of nonvested
        restricted property and the short-term deferral exemption in the final
        regulations.  No Recipient shall be permitted to defer the recognition
        of income beyond the date a Plan Share Award shall be deemed earned pursuant
        to
        Article VII of this Plan.

       

      
        
          
          

        

        
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      ARTICLE
        V

      CONTRIBUTIONS

      


      5.01         Amount
        and Timing of Contributions. The Board shall
        determine the amount (or the method of computing the amount) and timing of
        any
        contributions by the Corporation and any Subsidiaries to the Trust established
        under this Plan. Such amounts may be paid in cash or in shares of Common
        Stock
        and shall be paid to the Trust at the designated time of contribution. No
        contributions by Employees shall be permitted.

      


      5.02         Investment
        of Trust Assets; Number of Plan
        Shares. Subject to Section 8.02 hereof, the
        Trustees shall invest all of the Trust’s assets primarily in Common Stock. The
        aggregate number of Plan Shares initially available for distribution pursuant
        to
        this Plan shall be equal to three percent (3.0%) of the shares of Common
        Stock
        which are issued by the Corporation in the Offering (rounded down to the
        nearest
        whole number), which shares shall be purchased by the Trust in such Offering
        with funds contributed by the Corporation. Subsequent to consummation of
        the
        Offering, the Trust may purchase (from the Corporation and/or stockholders
        thereof) additional shares of Common Stock for distribution pursuant to this
        Plan.

      


      ARTICLE
        VI

      ELIGIBILITY;
        ALLOCATIONS

      


      6.01         Eligibility. Plan
        Share Awards may be made to such Employees as may be selected by the Committee.
        In selecting those Employees to whom Plan Share Awards may be granted and
        the
        number of Shares covered by such Awards, the Committee shall consider the
        position and responsibilities of the eligible Employees, the value of their
        services to the Corporation and any Subsidiaries, and any other factors the
        Committee may deem relevant. The Committee may but shall not be required
        to
        request the written recommendation of the Chief Executive Officer of the
        Corporation other than with respect to Plan Share Awards to be granted to
        him.

      


      6.02       
        Form of Allocation. As promptly as
        practicable after a determination is made pursuant to Section 6.01 that a
        Plan
        Share Award is to be issued, the Committee shall notify the Recipient in
        writing
        of the grant of the Award, the number of Plan Shares covered by the Award,
        and
        the terms upon which the Plan Shares subject to the Award shall be distributed
        to the Employee. Such terms shall be reflected in a written agreement with
        the
        Employee. The date on which the Committee so notifies the Recipient shall
        be
        considered the date of grant of the Plan Share Award. The Committee shall
        maintain records as to all grants of Plan Share Awards under the
        Plan.

      


      6.03       Allocations
        Not Required to any Specific
        Employee. Notwithstanding anything to the
        contrary in Section 6.01 hereof, no Employee shall have any right or entitlement
        to receive a Plan Share Award hereunder, such Awards being at the total
        discretion of the Committee.

      


      
        
          
          

        

        
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      ARTICLE
        VII

      EARNING
        AND DISTRIBUTION OF PLAN SHARES; VOTING RIGHTS

      


      7.01           Earning
        Plan Shares; Forfeitures.

      


      (a)  General
        Rules. Unless the Committee shall
        specifically state to the contrary at the time a Plan Share Award is granted,
        and subject to the terms hereof, Plan Shares subject to an Award shall be
        earned
        by a Recipient at the rate of twenty percent (20%) of the aggregate number
        of
        Shares covered by the Award as of each annual anniversary of the date of
        grant
        of the Award. If the employment of a Recipient is terminated prior to the
        fifth
        (5th) annual anniversary of the date of grant of a Plan Share Award for any
        reason (except as specifically provided in subsections (b), (c) and (d) below),
        the Recipient shall forfeit the right to any Shares subject to the Award
        which
        have not theretofore been earned. No fractional shares shall be distributed
        pursuant to this Plan.

      


      (b)  Exception
        for Terminations Due to Death or
        Disability. Notwithstanding the general rule
        contained in Section 7.01(a), all Plan Shares subject to a Plan Share Award
        held
        by a Recipient whose employment with the Corporation or any Subsidiary
        terminates due to death or Disability shall be deemed earned as of the
        Recipient’s last day of employment with the Corporation or any Subsidiary and
        shall be distributed as soon as practicable thereafter; provided, however,
        that
        no Awards shall be distributed prior to six months from the date of grant
        of the
        Plan Share Award.

      


      (c)  Exception
        for Change in Control and
        Retirement. 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” or the date the Recipient becomes eligible for Retirement.  A
“change in control” shall mean a change in the ownership of the Corporation or
        the Bank, a change in the effective control of the Corporation or the Bank
        or a
        change in the ownership of a substantial portion of the assets of the
        Corporation or the Bank, in each case as provided under Section 409A of the
        Code
        and the regulations thereunder.

      


      (d)  Revocation
        for Misconduct. Notwithstanding anything hereinafter to the
        contrary, the Board may by resolution immediately revoke, rescind and terminate
        any Plan Share Award, or portion thereof, previously awarded under this Plan,
        to
        the extent Plan Shares have not been distributed hereunder to the Recipient,
        whether or not yet earned, in the case of an Employee who is discharged from
        the
        employ of the Corporation or any Subsidiary for cause (as hereinafter defined).
        Termination of employment shall be deemed to be for cause if the Employee
        has
        been convicted of a felony by a court of competent jurisdiction or has been
        adjudged by a court of competent jurisdiction to be liable for gross negligence
        or misconduct in the performance of his duties to the Corporation or any
        Subsidiary.

      


      7.02           Distribution
        of Dividends. Any cash dividends declared in
        respect of each Plan Share held by the Trust will be paid by the Trust, as
        soon
        as practicable after the Trust’s receipt thereof, to the Recipient on whose
        behalf such Plan Share is then held by the Trust.

      


      
        
          
          

        

        
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      7.03          
        Distribution of Plan Shares.

      


      (a)      Timing
        of Distributions: General Rule. Plan Shares
        shall be distributed to the Recipient or his Beneficiary, as the case may
        be, as
        soon as practicable after they have been earned; provided, however, that
        no Plan
        Shares shall be distributed to the Recipient or Beneficiary pursuant to a
        Plan
        Share Award within six months from the date on which that Plan Share Award
        was
        granted to such person; provided further, however, in the case of a Plan
        Share
        Award granted prior to the date this Plan is approved by stockholders of
        the
        Corporation if presented to stockholders in accordance with Section 4.04
        hereof,
        no Plan Shares shall be distributed to a Recipient or Beneficiary pursuant
        to
        such Plan Share Award within six months from the date on which such shareholder
        approval of the Plan was obtained.

      


      (b)  Form
        of Distributions. All Plan Shares, together
        with any Shares representing stock dividends, shall be distributed in the
        form
        of Common Stock. One share of Common Stock shall be given for each Plan Share
        earned and distributable. Payments representing cash dividends shall be made
        in
        cash.

      


      (c)  Withholding. The
        Trustees may withhold from any cash payment or Common Stock distribution
        made
        under this Plan sufficient amounts to cover any applicable withholding and
        employment taxes, and if the amount of a cash payment is insufficient, the
        Trustees may require the Recipient or Beneficiary to pay to the Trustees
        the
        amount required to be withheld as a condition of delivering the Plan Shares.
        The
        Trustees shall pay over to the Corporation or any Subsidiary which employs
        or
        employed such Recipient any such amount withheld from or paid by the Recipient
        or Beneficiary.

      


      (d)
        Restrictions on Selling of Plan
        Shares. Plan Share Awards may not be sold,
        assigned, pledged or otherwise disposed of prior to the time that they are
        earned and distributed pursuant to the terms of this Plan. Following
        distribution, the Committee may require the Recipient or his Beneficiary,
        as the
        case may be, to agree not to sell or otherwise dispose of his distributed
        Plan
        Shares except in accordance with all then applicable federal and state
        securities laws, and the Committee may cause a legend to be placed on the
        stock
        certificate(s) representing the distributed Plan Shares in order to restrict
        the
        transfer of the distributed Plan Shares for such period of time or under
        such
        circumstances as the Committee, upon the advice of counsel, may deem
        appropriate.

      


      7.04       Voting
        of Plan Shares. After a Plan Share Award has
        been made, the Recipient shall be entitled to direct the Trustees as to the
        voting of the Plan Shares which are covered by the Plan Share Award and which
        have not yet been earned and distributed to him pursuant to Section 7.03,
        subject to rules and procedures adopted by the Committee for this purpose.
        Provided that the Recipient informs the Trustees how the Recipient voted
        Plan
        Shares which have been earned and distributed for and against proposals to
        stockholders, the Trustees shall vote all Plan Shares which have not yet
        been
        earned and distributed pursuant to Section 7.03 in the same proportion for
        and
        against proposals to stockholders as the Recipient actually votes Plan Shares
        which have been earned and distributed pursuant to Section 7.03. If the
        Recipient does not provide the Trustees with such information, Plan Shares
        which
        have not yet been earned and distributed pursuant to Section 7.03 shall not
        be
        voted by the Trustees. In the event a tender offer is made for Plan Shares,
        the
        Trustees shall tender Plan Shares held by it which have not yet been earned
        and
        distributed in the same proportion in which the Recipient actually tenders
        Plan
        Shares which have been earned and distributed.

      


      
        
          
          

        

        
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      ARTICLE
        VIII

      TRUST

      


      8.01         
        Trust. The Trustees shall receive,
        hold, administer, invest and make distributions and disbursements from the
        Trust
        in accordance with the provisions of the Plan and Trust and the applicable
        directions, rules, regulations, procedures and policies established by the
        Committee pursuant to the Plan.

      


      8.02      
           Management of
        Trust. It is the intent of this Plan and
        Trust that the Trustee shall have complete authority and discretion with
        respect
        to the arrangement, control and investment of the Trust, and that the Trustees
        shall invest all assets of the Trust in Common Stock to the fullest extent
        practicable, except (i) to the extent that the Trustees determine that the
        holding of monies in cash or cash equivalents is necessary to meet the
        obligations of the Trust and (ii) contributions to the Trust by the Corporation
        prior to the Offering may be temporarily invested in such interest-bearing
        account or accounts as the Trustees shall determine to be appropriate. In
        performing their duties, the Trustees shall have the power to do all things
        and
        execute such instruments as may be deemed necessary or proper, including
        the
        following powers:

      


         
        (a)      To invest up to one hundred percent (100%) of
        all Trust assets in Common Stock without regard to any law now or hereafter
        in
        force limiting investments for trustees or other fiduciaries. The investment
        authorized herein may constitute the only investment of the Trust, and in
        making
        such investment, the Trustees are authorized to purchase Common Stock from
        the
        Corporation or from any other source, and such Common Stock so purchased
        may be
        outstanding, newly issued, or treasury shares.

      


         
        (b)  To
        invest
        any Trust assets not otherwise invested in accordance with (a) above, in
        such
        deposit accounts, and certificates of deposit, obligations of the United
        States
        Government or its agencies or such other investments as shall be considered
        the
        equivalent of cash.

      


         
        (c)  To
        sell,
        exchange or otherwise dispose of any property at any time held or acquired
        by
        the Trust.

      


         
        (d)  To
        cause
        stocks, bonds or other securities to be registered in the name of a nominee,
        without the addition of words indicating that such security is an asset of
        the
        Trust (but accurate records shall be maintained showing that such security
        is an
        asset of the Trust).

      


         
        (e)  To
        hold
        cash without interest in such amounts as may in the opinion of the Trustees
        be
        reasonable for the proper operation of the Plan and Trust.

      


          
        (f)      To employ brokers, agents, custodians,
        consultants and accountants.

      


      
        
          
          

        

        
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        (g)  To
        hire
        counsel to render advice with respect to their rights, duties and obligations
        hereunder, and such other legal services or representation as they may deem
        desirable.

      


       
        (h)  To
        hold
        funds and securities representing the amounts to be distributed to a Recipient
        or his Beneficiary as a consequence of a dispute as to the disposition thereof,
        whether in a segregated account or held in common with other assets of the
        Trust.

      


      Notwithstanding
        anything herein contained to the contrary, the Trustees shall not be required
        to
        make any inventory, appraisal or settlement or report to any court, or to
        secure
        any order of court for the exercise of any power herein contained, or give
        bond.

      


      8.03           Records
        and Accounts. The Trustees shall maintain
        accurate and detailed records and accounts of all transactions of the Trust,
        which shall be available at all reasonable times for inspection by any legally
        entitled person or entity to the extent required by applicable law, or any
        other
        person determined by the Committee.

      


      8.04           Expenses. All
        costs and expenses incurred in the operation and administration of this Plan
        shall be borne by the Corporation.

      


      8.05           Indemnification. Subject
        to the requirements of applicable laws and regulations, the Corporation shall
        indemnify, defend and hold the Trustees harmless against all claims, expenses
        and liabilities arising out of or related to the exercise of the Trustees’
powers and the discharge of their duties hereunder, unless the same shall
        be due
        to their gross negligence or willful misconduct.

      


      ARTICLE
        IX

      MISCELLANEOUS

      


      9.01           Adjustments
        for Capital Changes. The aggregate number of
        Plan Shares available for distribution pursuant to the Plan Share Awards
        and the
        number of Shares to which any Plan Share Award relates shall be proportionately
        adjusted for any increase or decrease in the total number of outstanding
        shares
        of Common Stock issued subsequent to the effective date of the Plan resulting
        from any split, subdivision or consolidation of shares or other capital
        adjustment, or other increase or decrease in such shares effected without
        receipt or payment of consideration by the Corporation.

      


      9.02           Amendment
        and Termination of Plan. The Board may, by
        resolution, at any time amend or terminate the Plan, subject to any required
        stockholder approval or any stockholder approval which the Board may deem
        to be
        advisable for any reason, such as for the purpose of obtaining or retaining
        any
        statutory or regulatory benefits under tax, securities or other laws or
        satisfying any applicable stock exchange listing requirements. The Board
        may
        not, without the consent of the Recipient, alter or impair his Plan Share
        Award
        except as specifically authorized herein. Notwithstanding anything contained
        in
        this Plan to the contrary, the provisions of Articles VI and VII of this
        Plan
        shall not be amended more than once every six months, other than to comport
        with
        changes in the Code, the Employee Retirement Income Security Act of 1974,
        as
        amended, or the rules and regulations promulgated under such
        statutes.

      


      
        
          
          

        

        
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      9.03           Nontransferable. Plan
        Share Awards and rights to Plan Shares shall not be transferable by a Recipient,
        and during the lifetime of the Recipient, Plan Shares may only be earned
        by and
        paid to a Recipient who was notified in writing of an Award by the Committee
        pursuant to Section 6.02. No Recipient or Beneficiary shall have any right
        in or
        claim to any assets of the Plan or Trust, nor shall the Corporation or any
        Subsidiary be subject to any claim for benefits hereunder.

      


      9.04           Employment
        Rights. Neither the Plan nor any grant of a
        Plan Share Award or Plan Shares hereunder nor any action taken by the Trustees,
        the Committee or the Board in connection with the Plan shall create any right
        on
        the part of any Employee to continue in the employ of the Corporation or
        any
        Subsidiary.

      


      9.05           Voting
        and Dividend Rights. No Recipient shall have
        any voting or dividend rights or other rights of a stockholder in respect
        of any
        Plan Shares covered by a Plan Share Award, except as expressly provided in
        Sections 7.02 and 7.04 above, prior to the time said Plan Shares are actually
        earned and distributed to him.

      


      9.06           Governing
        Law. The Plan and Trust shall be governed by
        the laws of the Commonwealth of Pennsylvania.

      


      9.07           Effective
        Date. This Plan as originally adopted was
        effective as of the Effective Date, and Awards may be granted hereunder as
        of or
        after the Effective Date and as long as the Plan remains in
        effect.  The amendment and restatement of this Plan shall be effective
        as of November 20, 2007.

      


      9.08           Term
        of Plan. This Plan shall remain in effect
        until the earlier of (1) ten (10) years from the Effective Date, (2) termination
        by the Board, or (3) the distribution to Recipients and Beneficiaries of
        all
        assets of the Trust.

      


      9.09           Tax
        Status of Trust. It is intended that the
        trust established hereby be treated as a Grantor Trust of the Corporation
        under
        the provisions of Section 671 etseq. of the Code, as the same may
        be amended from time to time.

      


      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, the Corporation has caused this Agreement to be
        executed by its duly authorized officers and the corporate seal to be affixed
        and duly attested, and the Trustees of the Trust have duly and validly executed
        this Agreement, all on this 20th day of November 2007.

      


      
        	
                 

              	ESB
                FINANCIAL CORPORATION 
	 	 
	 	 
	
                 

              	
                By:

              	 /s/
                Charlotte A. Zuschlag
	 	 	 Charlotte
                A. Zuschlag
	
                 

              	
              	 President
                and Chief Executive Officer


      

      


      


      
        	 ATTEST:	 
	 	 
	 	 
	
                /s/
                  Frank D. Martz

              
	
                Frank
                  D. Martz

              
	
                Group
                  Senior Vice President of Operations

              
	 	and
                Secretary


      

      


      


      
        	 	TRUSTEES:
	 	 
	 	 
	 	
                /s/
                  William B. Salsgiver

              
	 	 
	 	
                /s/
                  Lloyd L. Kildoo

              
	 	 
	 	
                /s/
                  Mario J. Manna

              


      

      


      


      
        
          
          

        

        
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