exhibit10-13.htm


     

    
      

      

    

    
      Exhibit
        10.13

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      TROY
        HILL BANCORP, INC.

      AMENDED
        AND RESTATED RECOGNITION AND RETENTION

      PLAN
        FOR DIRECTORS 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 Directors (the “Plan”) and
        Trust (the “Trust”) upon the terms and conditions hereinafter stated in this
        amended and restated Recognition and Retention Plan for Directors and Trust
        Agreement (the “Agreement”), with this amendment and restatement effective as of
        November 20, 2007.

      


      1.02           The
        Trustee(s) hereby accept this Trust and agrees 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 improve the growth and profitability of the
        Corporation, as successor to Troy Hill Bancorp, Inc., by providing non-employee
        directors with a proprietary interest in the Corporation as compensation
        for
        their contributions to the Corporation 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 Savings 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 entire Board of Directors of the Corporation which administers
        the
        Plan 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 Offering.  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 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           “Non-employee
        Director” means a member of the Board who is not an Employee.

      


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

      


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

      


      3.14           “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.

      


      3.15           “Recipient”
        means a Non-employee Director who receives a Plan Share Award under the
        Plan.

      


      3.16           “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.

      


      3.17           “Subsidiary”
        means any subsidiaries of the Corporation, including the Bank, which, with
        the
        consent of the Board, agree to participate in this Plan.

      


      
        
          
          

        

        
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      3.18           “Trustee”
        or “Trustees” means those person or persons (which may be members of the
        Committee), or firm or other 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.

      


      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 the members of the
        entire Board. 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 appoint one or more persons (which may be from among its
        members), or a firm or other entity, to act as Trustee(s) in accordance with
        the
        provisions of this Plan and Trust and the terms of Article VIII
        hereof.

      


      4.02           Role
        of the Board. The Trustee or Trustees shall be
        appointed or approved by, and will serve at the pleasure of, the Committee.
        The
        Committee may in its discretion from time to time remove or replace the
        Trustees.

      


      4.03           Limitation
        on Liability. No member of 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
        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 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
        Non-employee Directors 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, subject to adjustment as provided in Section 9.01 hereof, shall
        be
        equal to 1.0% 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 shall be made to each Non-employee Director.

      


      (a)           Initial
        Allocation. A Plan Share Award shall be allocated to each Non-employee
        Director as of the hour and day on which Common Stock is initially sold in
        the
        Offering. Specifically, each Non-employee Director shall receive a Plan Share
        Award for the number of whole shares of Common Stock determined by multiplying
        the number of shares of Common Stock which may be issued pursuant to this
        Plan
        by 90% and dividing such product by the number of Non-employee Directors
        at such
        time.

      


      (b)           Subsequent
        Allocation. A Plan Share Award shall be allocated to each Non-employee
        Director one year from the date on which Common Stock is initially sold in
        the
        Offering. Specifically, each Non-employee Director shall receive a Plan Share
        Award for the number of whole shares of Common Stock determined by dividing
        the
        remaining number of shares of Common Stock which may be issued pursuant to
        this
        Plan by the number of Non-employee Directors at such time. In the event of
        a
        forfeiture of the right to any Shares subject to an Award, pursuant to Section
        7.01 hereof, such forfeited Shares shall be reallocated one month following
        such
        forfeiture to the remaining Non-employee Directors by dividing the number
        of
        forfeited shares of Common Stock by the remaining number of Non-employee
        Directors at such time.

      


      
        
          
          

        

        
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      6.02           Form
        of Allocation. As promptly as practicable
        after 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 Recipient. Such terms shall be reflected
        in a
        written agreement with the Recipient. 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.

      


      ARTICLE
        VII

      EARNING
        AND DISTRIBUTION OF PLAN SHARES; VOTING RIGHTS

      


      7.01           Earning
        Plan Shares; Forfeitures.

      


      (a)       General
        Rules. Subject to the terms hereof, Plan
        Shares covered by the Award shall be earned by the 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 service
        as a
        director by a Recipient is terminated prior to the fifth (5th) anniversary
        of
        the date of grant of an 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 service as a director of the Corporation terminates
        due to
        death or Disability shall be deemed earned as of the Recipient’s last day of
        service with the Corporation 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 any
        Non-employee Director who is removed from service as a director of the
        Corporation for cause (as hereinafter defined). Removal shall be deemed to
        be
        for cause if the Non-employee Director 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.

      


      
        
          
          

        

        
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      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.

      


      7.03           Distribution
        of Plan Shares.

      


      (a)  Timing
        of Distributions: General Rule. Plan Shares
        shall be distributed to a 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 a 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 Recipients 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 them pursuant to Section 7.03,
        subject to rules and procedures adopted by the Committee for this purpose.
        Provided that the Recipients inform the Trustees how the Recipients 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 Recipients actually vote Plan Shares
        which have been earned and distributed pursuant to Section 7.03. If the
        Recipients do 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 Recipients actually tender
        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 Trustees 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 its 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).

      


      
        
          
          

        

        
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      (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.

      


      (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 holder of a Plan Share Award, alter or impair
        any Plan Share Award previously granted under this Plan 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           Service
        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 Non-employee Director to continue as such.

      


      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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