Exhibit 10.1


 


West Suburban Bancorp, Inc.


Directors and
Senior Management Deferred Compensation Plan


 


Effective January 1, 2005,


 


as amended and restated


 


 


December 30, 2008


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
  Purpose

  	
   

  	
  1

  
	
  ARTICLE 1

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2

  	
  Selection, Enrollment, Eligibility

  	
  7

  
	
  2.1

  	
  Selection by Committee

  	
  7

  
	
  2.2

  	
  Enrollment Requirements

  	
  7

  
	
  2.3

  	
  Eligibility; Commencement of Participation

  	
  7

  
	
  2.4

  	
  Termination of Participation and/or Deferrals

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3

  	
  Deferral Commitments/Set-Aside/Crediting/Taxes

  	
  8

  
	
  3.1

  	
  Minimum Deferrals

  	
  8

  
	
  3.2

  	
  Maximum Deferral

  	
  8

  
	
  3.3

  	
  Election to Defer; Effect of Election Form

  	
  9

  
	
  3.4

  	
  Withholding of Annual Deferral Amounts

  	
  9

  
	
  3.5

  	
  Annual Set-Aside Amount

  	
  9

  
	
  3.6

  	
  Investment of Trust Assets

  	
  9

  
	
  3.7

  	
  Vesting

  	
  10

  
	
  3.8

  	
  Crediting/Debiting of Account Balances

  	
  10

  
	
  3.9

  	
  FICA and Other Taxes

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4

  	
  Specified Time Distribution; Unforeseeable Financial Emergencies; Early
  Withdrawal Election

  	
  12

  
	
  4.1

  	
  Specified Time Distribution

  	
  12

  
	
  4.2

  	
  Other Benefits Take Precedence Over Specified Date Distribution

  	
  12

  
	
  4.3

  	
  Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5

  	
  Distributions

  	
  14

  
	
  5.1

  	
  Benefit Distribution Date

  	
  14

  
	
  5.2

  	
  Limited Cashouts

  	
  14

  
	
  5.3

  	
  Time of Distribution

  	
  14

  
	
  5.4

  	
  Change to Election Forms

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6

  	
  Retirement Benefit

  	
  16

  
	
  6.1

  	
  Retirement Benefit

  	
  16

  
	
  6.2

  	
  Payment of Retirement Benefit

  	
  16

  
	
  6.3

  	
  Death Prior to Completion of Retirement Benefit

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7

  	
  Pre-Retirement Survivor Benefit

  	
  17

  
	
  7.1

  	
  Pre-Retirement Survivor Benefit

  	
  17

  



 


i

















 


	
  7.2

  	
  Payment of Pre-Retirement Survivor Benefit

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8

  	
  Termination Benefit

  	
  17

  
	
  8.1

  	
  Termination
  Benefit

  	
  17

  
	
  8.2

  	
  Payment
  of Termination Benefit

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9

  	
  Disability Benefit

  	
  17

  
	
  9.1

  	
  Disability Benefit

  	
  17

  
	
  9.2

  	
  Payment of Disability Benefit

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10

  	
  Beneficiary Designation

  	
  18

  
	
  10.1

  	
  Beneficiary

  	
  18

  
	
  10.2

  	
  Beneficiary Designation; Change; Spousal Consent

  	
  18

  
	
  10.3

  	
  Acknowledgment

  	
  18

  
	
  10.4

  	
  No Beneficiary Designation

  	
  18

  
	
  10.5

  	
  Doubt as to Beneficiary

  	
  18

  
	
  10.6

  	
  Discharge of Obligations

  	
  18

  
	
   

  	
   

  	
   

  
	
  ARTICLE 11

  	
  Leave of Absence

  	
  19

  
	
  11.1

  	
  Paid Leave of Absence

  	
  19

  
	
  11.2

  	
  Unpaid Leave of Absence

  	
  19

  
	
  11.3

  	
  Leaves Resulting in Termination of Employment

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE 12

  	
  Termination, Amendment or Modification

  	
  20

  
	
  12.1

  	
  Termination

  	
  20

  
	
  12.2

  	
  Amendment

  	
  20

  
	
  12.3

  	
  Effect of Payment

  	
  21

  
	
   

  	
   

  	
   

  
	
  ARTICLE 13

  	
  Administration

  	
  21

  
	
  13.1

  	
  Committee Duties

  	
  21

  
	
  13.2

  	
  Administration Upon Change In Control

  	
  21

  
	
  13.3

  	
  Agents

  	
  22

  
	
  13.4

  	
  Binding Effect of Decisions

  	
  22

  
	
  13.5

  	
  Indemnity of Committee

  	
  22

  
	
  13.6

  	
  Employer Information

  	
  22

  
	
   

  	
   

  	
   

  
	
  ARTICLE 14

  	
  Other Benefits and Agreements

  	
  22

  
	
  14.1

  	
  Coordination with Other Benefits

  	
  22

  
	
   

  	
   

  	
   

  
	
  ARTICLE 15

  	
  Claims Procedures

  	
  23

  
	
  15.1

  	
  Presentation of Claim

  	
  23

  
	
  15.2

  	
  Notification of Decision

  	
  23

  
	
  15.3

  	
  Review of a Denied Claim

  	
  24

  
	
  15.4

  	
  Decision on Review

  	
  24

  



 


ii

















 


	
  15.5

  	
  Legal Action

  	
  25

  
	
   

  	
   

  	
   

  
	
  ARTICLE 16

  	
  Trust

  	
  25

  
	
  16.1

  	
  Establishment of the Trust

  	
  25

  
	
  16.2

  	
  Interrelationship of the Plan and the Trust

  	
  25

  
	
  16.3

  	
  Distributions From the Trust

  	
  25

  
	
   

  	
   

  	
   

  
	
  ARTICLE 17

  	
  Miscellaneous

  	
  25

  
	
  17.1

  	
  Status of Plan

  	
  25

  
	
  17.2

  	
  Unsecured General Creditor

  	
  25

  
	
  17.3

  	
  Employer’s Liability

  	
  26

  
	
  17.4

  	
  Nonassignability

  	
  26

  
	
  17.5

  	
  Not a Contract of Employment

  	
  26

  
	
  17.6

  	
  Furnishing Information

  	
  26

  
	
  17.7

  	
  Terms

  	
  26

  
	
  17.8

  	
  Captions

  	
  26

  
	
  17.9

  	
  Governing Law

  	
  26

  
	
  17.10

  	
  Notice

  	
  27

  
	
  17.11

  	
  Successors

  	
  27

  
	
  17.12

  	
  Spouse’s Interest

  	
  27

  
	
  17.13

  	
  Validity

  	
  27

  
	
  17.14

  	
  Incompetent

  	
  27

  
	
  17.15

  	
  Court Order

  	
  27

  
	
  17.16

  	
  Distribution in the Event of Income Inclusion under Section 409A

  	
  28

  
	
  17.17

  	
  Deduction Limitation on Benefit Payments

  	
  28

  
	
  17.18

  	
  Insurance

  	
  28

  
	
  17.19

  	
  Legal Fees To Enforce Rights After Change in Control

  	
  29

  



 


iii

















 


WEST SUBURBAN BANCORP, INC.


DIRECTORS AND SENIOR MANAGEMENT


DEFERRED COMPENSATION PLAN


Effective January 1, 2005


as amended and restated


December 30, 2008


 


Purpose


 


The purpose of this Plan
is to provide specified benefits to a select group of management or highly
compensated Employees and Directors who contribute materially to the continued
growth, development and future business success of West Suburban Bancorp, Inc.,
an Illinois corporation, and its subsidiaries, if any, that sponsor this Plan.  This Plan shall be unfunded for tax purposes
and for purposes of Title I of ERISA. 
This Plan is intended to be a non-qualified deferred compensation plan
subject to Section 409A. 
Participants were permitted to commence deferrals into the Plan
effective January 1, 2005.  The
Company also maintains the West Suburban Bancorp, Inc. Directors and
Senior Management Deferred Compensation Plan under which all amounts deferred
on or before December 31, 2004 are held.


 


This
Plan was originally adopted effective January 1, 2005 and is hereby
amended and restated in its entirety December 30, 2008.  This Plan is intended to comply with Section 409A
in its entirety and has at all times since January 1, 2005 been operated
in good faith compliance with Section 409A.  This Plan shall apply only with respect to
amounts deferred or vested on or after January 1, 2005.


 


ARTICLE 1

Definitions


 


For the purposes of this
Plan, unless otherwise clearly apparent from the context, the following phrases
or terms shall have the following indicated meanings:


 


1.1           “Account Balance” shall mean, with
respect to a Participant, a credit on the records of the Employer equal to the
sum of (i) the Deferral Account balance, and (ii) the Set-Aside
Account balance.  The Account Balance,
and each other specified account balance, shall be a bookkeeping entry only and
shall be utilized solely as a device for the measurement and determination of
the amounts to be paid to a Participant, or his or her designated Beneficiary,
pursuant to this Plan.


 


1.2           “Annual Bonus” shall mean any
compensation, in addition to Base Annual Salary relating to services performed
during any calendar year, whether or not paid in such calendar year or included
on the Federal Income Tax Form W-2 for such calendar year, payable to a
Participant as an Employee under any Employer’s annual bonus and cash incentive
plans.


 

















 


1.3           “Annual Deferral Amount” shall mean that
portion of a Participant’s Base Annual Salary, Annual Bonus and Director’s Fees
that a Participant elects to have and is deferred in accordance with ARTICLE 3
for any one Plan Year.  In the event of a
Participant’s Retirement, Disability, death or a Termination of Employment
prior to the end of a Plan Year, such year’s Annual Deferral Amount shall be
the actual amount withheld prior to such event.


 


1.4           “Annual Installment Method” shall be an
annual installment payment over the number of years selected by the Participant
in accordance with this Plan, calculated as follows: the Account Balance of the
Participant shall be calculated as of the close of business on the last
business day of the Plan Year.  The
annual installment shall be calculated by multiplying this balance by a
fraction, the numerator of which is one and the denominator of which is the
remaining number of annual payments due the Participant.  By way of example, if the Participant elects
a ten (10) year Annual Installment Method, the first payment shall be 1/10
of the Account Balance, calculated as described in this definition.  The following year, the payment shall be 1/9
of the Account Balance, calculated as described in this definition.  Each annual installment shall be paid no
later than sixty (60) days after the last business day of the applicable Plan
Year.


 


1.5           “Annual Set-Aside Amount” shall mean, for
any one Plan Year, the amount determined in accordance with Section 3.5.


 


1.6           “Base Annual Salary” shall mean the
annual cash compensation relating to services performed during any calendar
year, whether or not paid in such calendar year or included on the Federal
Income Tax Form W-2 for such calendar year, excluding Annual Set-Aside
Amounts, bonuses, commissions, overtime, fringe benefits, stock options,
relocation expenses, incentive payments, non-monetary awards, director’s fees
and other fees, and automobile and other allowances paid to a Participant for
employment services rendered (whether or not such allowances are included in
the Employee’s gross income). Base Annual Salary shall be calculated before
reduction for compensation voluntarily deferred or contributed by the
Participant pursuant to all qualified or non-qualified plans of any Employer
and shall be calculated to include amounts not otherwise included in the
Participant’s gross income under Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant
to plans established by any Employer; provided, however,
that all such amounts will be included in compensation only to the extent that
had there been no such plan, the amount would have been payable in cash to the
Employee.


 


1.7           “Beneficiary” shall mean one or more
persons, trusts, estates or other entities, designated in accordance with
ARTICLE 10, that are entitled to receive benefits under this Plan upon the
death of a Participant.


 


1.8           “Beneficiary Designation Form” shall mean
the form established from time to time by the Committee that a Participant
completes, signs and returns to the Committee to designate one or more
Beneficiaries.


 


2

















 


1.9           “Benefit Distribution Date” shall have
the meaning set forth in Section 5.1.


 


1.10         “Board” shall mean the board of directors
of the Company.


 


1.11         “Change in Control” shall mean the first
to occur of any of the following events:


 


(a)            The consummation of the acquisition by
any person (as such term is defined in Section 13(d) or 14(d) of
the Securities Exchange Act of 1934, as amended (the “1934 Act”)) of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the 1934 Act) of fifty percent
(50%) or more of the combined voting power of the then outstanding voting
securities of the Company; or


 


(b)           The individuals who, as of the date
hereof, are members of the Board of the Company cease for any reason to
constitute a majority of the Board, unless the election, or nomination for
election by the shareholders, of any new director was approved by a vote of a
majority of the Board, and such new director shall, for purposes of this
Agreement, be considered as a member of the Board; or


 


(c)            Consummation by the Company of:  (1) a merger or consolidation if the shareholders
immediately before such merger or consolidation do not, as a result of such
merger or consolidation, own, directly or indirectly, more than fifty percent
(50%) of the combined voting power of the then outstanding voting securities of
the entity resulting from such merger or consolidation in substantially the
same proportion as their ownership of the combined voting power of the voting
securities of the Company outstanding immediately before such merger or
consolidation; or (2) a complete liquidation or dissolution or an
agreement for the sale or other disposition of all or substantially all of the
assets of the Company.


 


Notwithstanding the foregoing, a Change in
Control shall not be deemed to occur solely because fifty percent (50%) or more
of the combined voting power of the then outstanding securities of the Company
is acquired by:  (1) a trustee or
other fiduciary holding securities under one or more employee benefit plans
maintained for employees of the Company or an Employer; or (2) any corporation
which, immediately prior to such acquisition, is owned directly or indirectly
by the shareholders in the same proportion as their ownership of stock of the
Company immediately prior to such acquisition.


 


1.12         “Claimant” shall have the meaning set forth
in Section 15.1.


 


1.13         “Code” shall mean the Internal Revenue
Code of 1986, as it may be amended from time to time.


 


1.14         “Committee” shall mean the committee
described in ARTICLE 13.


 


3

















 


1.15         “Company” shall mean West Suburban
Bancorp, Inc., an Illinois corporation, and any successor to all or
substantially all of the Company’s assets or business.


 


1.16         “Deferral Account” shall mean (i) the
sum of all of a Participant’s Annual Deferral Amounts, plus (ii) amounts
credited in accordance with all the applicable crediting and debiting
provisions of this Plan that relate to the Participant’s Deferral Account, less
(iii) all distributions made to the Participant or his or her Beneficiary
pursuant to this Plan that relate to his or her Deferral Account.


 


1.17         “Deferred Compensation and Split-Dollar
Insurance Agreement” shall mean the Deferred Compensation and Split-Dollar
Insurance Agreement previously executed by the Participant and the Employer
which set forth the amount of compensation the Employer “set-aside” on that
Participant’s behalf each year.


 


1.18         “Director” shall mean any member of the
board of directors of any Employer.


 


1.19         “Director’s Fees” shall mean the annual
fees paid by any Employer, including retainer fees and meetings fees, as
compensation for serving on the board of directors.


 


1.20         “Disability” shall mean that (i) the
Participant is unable to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a continuous period
of not less than twelve (12) months, or (ii) the Participant is, by reason
of any medically determinable physical or mental impairment that can be expected
to result in death or can be expected to last for a continuous period of not
less than twelve (12) months, receiving income replacement benefits for a
period of not less than three (3) months under an accident and health plan
covering employees of the Company or an Employer.


 


1.21         “Disability Benefit” shall mean the
benefit set forth in ARTICLE 9.


 


1.22         “Election Form” shall mean the form
established from time to time by the Committee that a Participant completes,
signs and returns to the Committee to make an election under the Plan.


 


1.23         “Employee” shall mean a person who is an
employee of any Employer.


 


1.24         “Employer(s)” shall mean the Company
and/or any of its subsidiaries (now in existence or hereafter formed or
acquired) that have been selected by the Board to participate in the Plan and
have adopted the Plan as a sponsor.


 


1.25         “ERISA” shall mean the Employee
Retirement Income Security Act of 1974, as it may be amended from time to time.


 


1.26         “First Plan Year” shall mean the period
beginning January 1, 2005 and ending December 31, 2005.


 


4

















 


1.27         “Measurement Funds” shall mean the
hypothetical investment fund or benchmark made available to Participants by the
Committee for the purpose of valuing amounts contributed to the Plan.


 


1.28         “Participant” shall mean any Employee or
Director (i) who is selected to participate in the Plan, (ii) who
elects to participate in the Plan, (iii) who signs a Participation
Agreement, an Election Form and a Beneficiary Designation Form, (iv) whose
signed Participation  Agreement,
Election Form and Beneficiary Designation Form are accepted by the
Committee, (v) who commences participation in the Plan, and (vi) whose
Participation  Agreement has not
terminated.  A spouse or former spouse of
a Participant shall not be treated as a Participant in the Plan or have an
account balance under the Plan, even if he or she has an interest in the
Participant’s benefits under the Plan as a result of applicable law or property
settlements resulting from legal separation or divorce.


 


1.29         “Participation Agreement” shall mean a
written agreement, as may be amended from time to time, which is entered into
by and between an Employer and a Participant with respect to this Plan.  Each Participation Agreement executed by a
Participant and the Participant’s Employer shall provide for the entire benefit
to which such Participant is entitled under the Plan.  Should there be more than one Participation
Agreement, the Participation Agreement bearing the latest date of acceptance by
the Employer shall supersede all previous Participation Agreements in their
entirety and shall govern such entitlement. 
The terms of any Participation Agreement may be different for any
Participant, and any Participation Agreement may provide additional benefits
not set forth in the Plan or limit the benefits otherwise provided under the
Plan; provided, however, that any such
additional benefits or benefit limitations must be agreed to by both the
Employer and the Participant.


 


1.30         “Plan” shall mean the Company’s Directors
and Senior Management Deferred Compensation Plan, which shall be evidenced by
this instrument and by each Participation Agreement, as they may be amended
from time to time.


 


1.31         “Plan Year” shall, except for the First
Plan Year, mean a period beginning on January 1 of each calendar year and
continuing through December 31 of such calendar year.


 


1.32         “Pre-Retirement Survivor Benefit” shall
mean the benefit set forth in ARTICLE 7.


 


1.33         “Retirement,” “Retire(s)” or “Retired”
shall mean, with respect to an Employee, Termination of Employment from all
Employers on or after the earlier of the attainment of age fifty (50); and
shall mean with respect to a Director who is not an Employee, severance of his
or her directorships with all Employers on or after the later of (a) the
attainment of age seventy (70), or (b) in the sole discretion of the
Committee, an age later than age seventy (70). 
If a Participant is both an Employee and a Director, Retirement shall
occur on the later of the date he or she Retires as an Employee or a
Director.  Retirement, for purposes of
the Plan, shall mean a “separation from service” as determined under Treas.
Reg. Section 1.409A-1(h).


 


5
















 


1.34         “Retirement Benefit” shall mean the
benefit set forth in ARTICLE 6.


 


1.35         “Section 409A” shall mean Code Section 409A,
related U.S. Treasury Department regulations and guidance promulgated
thereunder, including such regulations and guidance promulgated after the
effective date of the Plan, as deemed appropriate by the Committee.


 


1.36         “Set-Aside Account” shall mean (i) the
sum of the Participant’s Annual Set-Aside Amounts, plus (ii) amounts
credited or debited in accordance with all the applicable crediting and
debiting provisions of this Plan that relate to the Participant’s Set-Aside
Account, less (iii) all distributions made to the Participant or his or
her Beneficiary pursuant to this Plan that relate to the Participant’s
Set-Aside Account.


 


1.37         “Specified Employee” shall mean, in the
event the Company becomes publicly traded, any Participant who is a “key
employee” (as defined in Code Section 416(i) without regard to
paragraph (5) thereof), as determined by the Committee based upon the
twelve (12)-month period ending on each December 31st (such 12-month
period is referred to below as the “identification period”).  All Participants who are determined to be key
employees under Code Section 416(i) (without regard to paragraph (5) thereof)
during the identification period shall be treated as Specified Employees for
purposes of the Plan during the twelve (12)-month period that begins on the April 1
following the close of such identification period.  For purposes of determining whether an
individual is a key employee under Code Section 416(i), “compensation”
shall mean such individual’s W-2 compensation as reported by the Company or any
Employer for a particular calendar year.


 


1.38         “Specified Time Distribution” shall mean
the distribution set forth in Section 4.1.


 


1.39         “Termination Benefit” shall mean the
benefit set forth in ARTICLE 8.


 


1.40         “Termination of Employment” shall mean
the severing of the Participant’s employment with all Employers, or service as
a Director of all Employers, voluntarily or involuntarily, for any reason other
than Retirement, Disability, death or an authorized leave of absence; provided
such severing of employment constitutes a “separation from service” as defined
in Treas. Reg. Section 1.409A-1(h). 
If a Participant is both an Employee and a Director, a Termination of
Employment shall on the later of the date he or she terminates his or her
employment with an Employer as an Employee or service as a Director of all
Employers.


 


1.41         “Trust” shall mean one or more trusts
that may be established by the Company, in its sole discretion.


 


1.42         “Unforeseeable Financial Emergency” shall
mean a severe financial hardship of the Participant resulting from (i) an
illness or accident of the Participant, the Participant’s spouse, the
Participant’s Beneficiary or the Participant’s dependent (as defined in Code Section 152,
without regard to paragraphs (b)(1), (b)(2) and (d)(1)(B) thereof), (ii) loss
of 


 


6

















 


the Participant’s
property due to casualty, or (iii) other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of
the Participant.


 


ARTICLE 2

Selection, Enrollment, Eligibility


 


2.1           Selection by Committee. 
Participation in the Plan shall be limited to a select group of
management and highly compensated Employees and Directors of the Employers, as
determined by the Committee in its sole discretion.  From that group, the Committee shall select,
in its sole discretion, Employees and Directors to participate in the Plan.


 


2.2           Enrollment Requirements.


 


(a)           As a condition to participation, each selected
Employee or Director who is eligible to participate in the Plan effective as of
the first day of a Plan Year, shall complete, execute and return to the
Committee a Participation Agreement, an Election Form and a Beneficiary
Designation Form, all prior to the first day of such Plan Year, or such earlier
deadline as may be established by the Committee in its sole discretion.  In addition, the Committee shall establish
from time to time such other enrollment requirements as it determines in its
sole discretion are necessary.


 


(b)           A selected Employee or Director who first becomes
eligible to participate in this Plan after the first day of a Plan Year, and who
is not otherwise prohibited from making an election under this subsection (b) by
operation of the plan aggregation rules of Section 409A, must
complete, execute and return to the Committee, as the Committee may deem
necessary in its sole discretion, a Participation Agreement, an Election Form and
a Beneficiary Designation Form within thirty (30) days after he or she
first becomes eligible to participate in the Plan, or within such other earlier
deadline as may be established by the Committee, in its sole discretion, in
order to participate for that Plan Year. 
In such event, such person’s participation in this Plan shall not
commence earlier than the date determined by the Committee pursuant to Section 2.3
and such person shall not be permitted to defer under this Plan any portion of
his or her Base Annual Salary, Annual Bonus or Director’s fees that are paid
with respect to services performed prior to his or her participation
commencement date, except to the extent permissible under Section 409A.


 


2.3           Eligibility; Commencement
of Participation.  Provided an Employee or Director selected to
participate in the Plan has met all enrollment requirements set forth in this
Plan and required by the Committee, including returning all required documents
to the Committee within the specified time period, that Employee or Director
shall commence participation in the Plan on the first day of the month
following the month in which the Employee or Director completes all enrollment
requirements.  If an Employee or a 


 


7

















 


Director fails to
meet all such requirements within the period required, in accordance with Section 2.2,
that Employee or Director shall not be eligible to participate in the Plan
until the first day of the Plan Year following the delivery to and acceptance
by the Committee of the required documents.


 


2.4           Termination of
Participation and/or Deferrals.  If the
Committee determines in good faith that a Participant no longer qualifies as a
member of a select group of management or highly compensated employees, as
membership in such group is determined in accordance with Sections 201(2),
301(a)(3) and 401(a)(1) of ERISA, to the extent permitted by Section 409A,
the Committee shall have the right, in its sole discretion, to (i) terminate
any deferral election the Participant has made for the remainder of the Plan
Year in which the Participant’s membership status changes, (ii) prevent
the Participant from making future deferral elections and/or (iii) take any
other action permitted or required pursuant to Section 409A as and when the
Committee deems appropriate or necessary. 
Notwithstanding the foregoing, in the event of a termination of the Plan
in accordance with Section 12.1, the termination of the affected Participant’s
eligibility for participation in the Plan shall not be governed by this Section 2.4,
but rather shall be governed by ARTICLE 12. 
In the event that a Participant is no longer eligible to defer
compensation under this Plan, the Participant’s Account Balance shall continue
to be governed by the terms of this Plan until such time as the Participant’s
Account Balance is paid in accordance with the terms of this Plan.


 


ARTICLE 3

Deferral Commitments/Set-Aside/Crediting/Taxes


 


3.1           Minimum Deferrals. 
For each Plan Year, a Participant may elect to defer, as his or her
Annual Deferral Amount, Base Annual Salary, Annual Bonus and/or Director’s Fees
in an aggregate minimum amount of $3,000. 
If an election is made for less than $3,000, the amount deferred shall be
zero.


 


3.2           Maximum Deferral.


 


(a)           Base Annual Salary, Annual
Bonus and Director’s Fees.  For each Plan Year, a Participant may elect
to defer, as his or her Annual Deferral Amount, Base Annual Salary, Annual
Bonus and/or Director’s Fees up to the following maximum percentages for each
deferral elected:


 


	
  Deferral

  	
   

  	
  Maximum Amount

  	
   

  
	
  Base Annual
  Salary

  	
   

  	
  80

  	
  %

  
	
  Annual Bonus

  	
   

  	
  80

  	
  %

  
	
  Director’s Fees

  	
   

  	
  100

  	
  %

  



 


Notwithstanding the foregoing, if a Participant first becomes a
Participant after the first day of a Plan Year, or in the case of the first
Plan Year of the Plan itself, the maximum Annual Deferral Amount, with respect
to Base Annual Salary, 


 


8

















 


Annual Bonus and Directors Fees shall be limited to the amount of compensation
not yet earned by the Participant as of the date the Participant submits a
Participation Agreement and Election Form to the Committee for acceptance.


 


3.3           Election to Defer; Effect
of Election Form.


 


(a)           First Plan Year.  In connection with a Participant’s
commencement of participation in the Plan, the Participant shall make an
irrevocable deferral election for the Plan Year in which the Participant
commences participation in the Plan, along with such other elections as the
Committee deems necessary or desirable under the Plan.  For these elections to be valid, the Election
Form must be completed and signed by the Participant, timely delivered to
the Committee (in accordance with Section 2.2) and accepted by the
Committee.


 


(b)           Subsequent Plan Years.  For each succeeding Plan Year, an irrevocable
deferral election for that Plan Year, and such other elections as the Committee
deems necessary or desirable under the Plan, shall be made by timely delivering
to the Committee, in accordance with its rules and procedures, before the
end of the Plan Year preceding the Plan Year for which the election is made, a
new Election Form. If no such Election Form is timely delivered for a Plan
Year, the Annual Deferral Amount shall be the same as that elected for the
preceding Plan Year.


 


3.4           Withholding of Annual
Deferral Amounts.  For each Plan Year, the Base Annual Salary
portion of the Annual Deferral Amount shall be withheld from each regularly
scheduled Base Annual Salary payroll in equal amounts, as adjusted from time to
time for increases and decreases in Base Annual Salary.  The Annual Bonus and/or Director’s Fees
portion of the Annual Deferral Amount shall be withheld at the time the Annual
Bonus or Director’s Fees are or otherwise would be paid to the Participant,
whether or not this occurs during the Plan Year itself.


 


3.5           Annual Set-Aside Amount.  The
Employer may, in its sole discretion, credit a “set-aside” amount to a
Participant’s Set-Aside Account under this Plan each month, which amounts shall
be for that Participant the Annual Set-Aside Amount for that Plan Year; provided, however, that if a Participant has entered into an
employment agreement with the Employer and that agreement requires the Employer
to credit a particular “set-aside” amount on behalf of that Participant, the
Employer must credit such amount to the Participant’s Set-Aside Account under
this Plan.  The amount so credited to a
Participant may be smaller or larger than the amount credited to any other
Participant, and the amount credited to any Participant for a Plan Year may be
zero, even though one or more other Participants receive an Annual Set-Aside
Amount for that Plan Year.


 


3.6           Investment of Trust Assets. 
If the Company establishes a Trust, the Trustee of the Trust shall be
authorized, upon written instructions received from the Committee or investment
manager appointed by the Committee, to invest and reinvest the assets of the
Trust in accordance with the applicable Trust Agreement, including the
disposition of stock and 


 


9

















 


reinvestment of
the proceeds in one or more investment vehicles designated by the Committee.


 


3.7           Vesting. 
A Participant shall at all times be 100% vested in his or her Deferral
Account and Set Aside Deferral Account.


 


3.8           Crediting/Debiting of
Account Balances.  In accordance with, and subject to, the rules and
procedures that are established from time to time by the Committee, in its sole
discretion, amounts shall be credited or debited to a Participant’s Account
Balance in accordance with the following rules:


 


(a)           Election of Measurement
Funds.  A
Participant, in connection with his or her initial deferral election in
accordance with Section 3.3(a) above, shall elect, on the Election
Form, one or more Measurement Fund(s) (as described in Section 3.8(c))
to be used to determine the amounts to be credited or debited to his or her
Account Balance for the first day on which the Participant commences
participation in the Plan and continuing thereafter for each subsequent day in
which the Participant participates in the Plan, unless changed in accordance
with the next sentence.  Commencing with
the first business day that follows the Participant’s commencement of
participation in the Plan and continuing thereafter for each subsequent day in
which the Participant participates in the Plan, no later than the close of
business on such day, the Participant may (but is not required to) elect, by
submitting an Election Form to the Committee that is accepted by the
Committee and received by the Company’s third-party administrator, if any, or
by submitting changes via the Internet in a manner that is accepted by the
Committee, to add or delete one or more Measurement Fund(s) to be used to
determine the amounts to be credited or debited to his or her Account Balance,
or to change the portion of his or her Account Balance allocated to each
previously or newly elected Measurement Fund. 
If an election is made in accordance with the previous sentence, it
shall apply no later than the close of business on the next business day and
continue thereafter for each subsequent day in which the Participant
participates in the Plan, unless changed in accordance with the previous
sentence.


 


(b)           Proportionate Allocation.  In making any election described in Section 3.8(a),
the Participant shall specify on the Election Form, in increments of one (1) percentage
point, the percentage of his or her Account Balance to be allocated to a
Measurement Fund (as if the Participant was making an investment in that
Measurement Fund with that portion of his or her Account Balance).


 


(c)           Measurement Funds.  The Participant may elect one or more of the
measurement funds listed at Exhibit A, based on certain mutual
funds (the “Measurement Funds”), for the purpose of crediting or debiting
additional amounts to his or her Account Balance.  As necessary, the Committee may, in its 


 


10

















 


sole discretion, discontinue, substitute or add a Measurement
Fund.  Each such action will take effect
on the first day of the calendar quarter that follows the day on which the
Committee gives Participants advance written notice of such change by at least
thirty (30) days.  By way of example, if
the Committee decides on March 1st to discontinue a particular Measurement
Fund, the Measurement Fund will be discontinued effective April 1.  If the Committee decides on March 15th
to discontinue a particular Measurement Fund, the Measurement Fund will not be
discontinued until July 1, since thirty days would not have elapsed before
the following calendar quarter began on April 1.


 


(d)           Crediting or Debiting Method.  A Participant’s Account Balance shall be
credited or debited on a daily basis based on the performance of each
Measurement Fund selected by the Participant as though (i) a Participant’s
Account Balance were invested in the Measurement Fund(s) selected by the
Participant, in the percentages applicable to such business day, at the closing
price on such date; (ii) the portion of the Annual Deferral Amount that
was actually deferred during any business day was invested in the Measurement
Fund(s) selected by the Participant, in the percentages applicable to such
business day, no later than the close of business on the first business day
after the day on which such amounts are actually deferred from the Participant’s
Base Annual Salary, Director’s Fees and/or Annual Bonus through reductions in
his or her payroll, at the closing price on such date; and (iii) any
distribution made to a Participant that decreases such Participant’s Account
Balance ceased being invested in the Measurement Fund(s), in the percentages
applicable to such business day, no earlier than one business day prior to the
distribution, at the closing price on such date.


 


(e)           No Actual Investment.  Notwithstanding any other provision of this
Plan that may be interpreted to the contrary, the Measurement Funds are to be
used for measurement purposes only, and a Participant’s election of any such
Measurement Fund, the allocation to his or her Account Balance thereto, the
calculation of additional amounts and the crediting or debiting of such amounts
to a Participant’s Account Balance shall  not be considered or
construed in any manner as an actual investment of his or her Account Balance
in any such Measurement Fund.  In the
event that the Company or the Trustee (as that term is defined in the Trust),
in its own discretion, decides to invest funds in any or all of the Measurement
Funds, no Participant shall have any rights in or to such investments
themselves.  Without limiting the
foregoing, a Participant’s Account Balance shall at all times be a bookkeeping
entry only and shall not represent any investment made on his or her behalf by
the Company or the Trust; the Participant shall at all times remain an
unsecured creditor of the Company.


 


11

















 


3.9           FICA and Other Taxes.


 


(a)           Annual Deferral Amounts.  For each Plan Year in which (i) an
Annual Deferral Amount is being withheld from a Participant’s Base Annual
Salary or Annual Bonus and/or (ii) an Annual Set-Aside Amount is being
contributed on his or her behalf, the Participant’s Employer(s) shall
withhold from that portion of the Participant’s Base Annual Salary and Annual
Bonus that is not being deferred, in a manner determined by the Employer(s),
the Participant’s share of FICA and other employment taxes on such Annual
Deferral Amount and/or Annual Set-Aside Amount.


 


(b)           Distributions.  The Participant’s Employer(s), or the trustee
of the Trust, shall withhold from any payments made to a Participant under this
Plan all federal, state and local income, employment and other taxes required
to be withheld by the Employer(s), or the trustee of the Trust, in connection
with such payments, in amounts and in a manner to be determined in the sole
discretion of the Employer(s) and the trustee of the Trust to the maximum
extent permitted under Section 409A.


 


ARTICLE 4

Specified Time Distribution; Unforeseeable Financial Emergencies;

Early Withdrawal Election


 


4.1           Specified Time Distribution. 
In connection with each election to defer an Annual Deferral Amount, a
Participant may elect to receive distribution from the Plan with respect to all
or a portion of the Annual Deferral Amount as of a specified time.  The Specified Time Distribution shall be a
lump sum payment in an amount that is equal to the Annual Deferral Amount that
the Participant elected to have distributed as a Specified Time Distribution, plus
amounts credited or debited in the manner provided in Section 3.8 on that
amount, calculated as of the close of business on which the Specified Time
Distribution becomes payable (or, if such date is not a business day, the close
of business on the business day next preceding such date), as determined by the
Committee in its sole discretion. 
Subject to the other terms and conditions of this Plan, each Specified
Time Distribution elected shall be paid out within thirty (30) days of the date
specified on the Participant’s election.


 


4.2           Other Benefits Take Precedence
Over Specified Date Distribution.  Should an
event occur that triggers payment of a benefit under ARTICLE 6, ARTICLE 7,
ARTICLE 8 or ARTICLE 9, any Annual Deferral Amount, plus amounts credited or
debited thereon, that are subject to a Specified Date Distribution election
under Section 4.1 while employed shall not be paid in accordance with Section 4.1
but shall be paid in accordance with the other applicable Article.  Notwithstanding the foregoing, the Committee
shall interpret this Section 4.2 in a manner consistent of Section 409A.


 


12

















 


4.3           Withdrawal
Payout/Suspensions for Unforeseeable Financial Emergencies.


 


(a)           If the Participant experiences an Unforeseeable
Financial Emergency, the Participant may petition the Committee to receive a
full or partial payout of his Account Balance due to the Unforeseeable
Financial Emergency.  The payout shall
not exceed the amount reasonably needed to satisfy the Unforeseeable Financial
Emergency plus amounts necessary to pay federal, state, or local income taxes
or penalties reasonably anticipated as a result of the payout.  If the Participant receives a distribution
due to an Unforeseeable Financial Emergency any deferrals required to be made
by a Participant shall be suspended for the remainder of the Plan Year in which
the distribution is made.


 


(b)           Notwithstanding the foregoing, a Participant may not
receive a payout from the Plan to the extent that the Unforeseeable Financial
Emergency is or may be relieved (A) through reimbursement or compensation
by insurance or otherwise, (B) by liquidation of the Participant’s assets
(other than tax-qualified retirement assets), to the extent the liquidation of
such assets would not itself cause severe financial hardship, or (C) by
cessation of deferrals under this Plan. 
To the extent a Participant’s Unforeseeable Financial Emergency would be
relieved by a cessation of deferrals under this Plan, without any accompanying
payout, the Participant’s deferrals under this Plan shall be terminated as of
the date such determination is made by the Committee.


 


(c)           If the Committee, in its sole discretion, approves a
Participant’s petition for payout, the Participant’s deferrals under this Plan
shall be terminated as of the date of such approval and the Participant shall
receive a payout from the Plan within sixty (60) days of the date of such
approval.


 


(d)           In addition, a Participant’s deferral elections
under this Plan shall be terminated to the extent the Committee determines, in
its sole discretion, that termination of such Participant’s deferral elections
is required pursuant to Treasury Regulations Section 1.401(k)-1(d)(3) for
the Participant to obtain a hardship distribution from an Employer’s 401(k) plan.  If the Committee determines, in its sole
discretion, that a termination of the Participant’s deferral is required in
accordance with the preceding sentence, the Participant’s deferrals shall be
terminated as soon as administratively practicable following the date on which
such determination is made and remain terminated for such period as the
Committee determines is necessary to comply with Treasury Regulations Section 1.401(k)-1(d)(3).  Any election to make future deferrals will be
subject to the requirements of Section 3.3.


 


(e)           Notwithstanding the foregoing, the Committee shall
interpret all provisions relating to termination and/or payout under this Section 4.3
in a manner that is consistent with Section 409A.


 


13

















 


ARTICLE 5

Distributions


 


5.1           Benefit Distribution Date. 
A Participant’s Benefit Distribution Date shall be the earliest to occur
of the following dates:


 


(a)           The date specified by the Participant for a
Specified Date Distribution as provided in Section 4.1;


 


(b)           The date the Participant Retires as provided in
ARTICLE 6;


 


(c)           The date the Participant incurs a Termination of
Employment as provided in ARTICLE 8;


 


(d)           The date the Participant is Disabled as provided in
ARTICLE 9; or


 


(e)           The date the Participant dies as provided in ARTICLE
7.


 


5.2           Limited Cashouts. 
Notwithstanding any provision of the Plan or any election of the
Participant to the contrary, if a Participant’s accounts have an aggregate
value, taking into account any other nonqualified deferred compensation that
must be aggregated with this Plan pursuant to Section 409A, measured as of
the Participant’s Termination of Employment, that is not greater than the
applicable dollar limit under Code Section 402(g)(1)(B) ($15,500 for
calendar year 2008), the Participant’s accounts (applying the plan aggregation rules of
Section 409A) shall be distributed in a single lump sum.  This Section 5.2  shall
be applied in accordance with the plan aggregation rules of Section 409A.  Upon the date of payment pursuant to this Section 5.2,
Participant shall have no further interest under the Plan, or any similar
deferred compensation arrangements with the Employer as required under Section 409A
with the Employer.


 


5.3           Time of Distribution. 
Distributions pursuant to this Plan shall be paid in accordance with ARTICLE
4, ARTICLE 6, ARTICLE 7, ARTICLE 8 or ARTICLE 9, provided that:


 


(a)                                  Any
distribution to be made in a lump sum shall be paid no later than sixty (60)
days after the end of the Plan Year in which the Participant experiences a
Benefit Distribution Date;


 


(b)                                 Any
Distributions to be made pursuant to the Annual Installment Method shall
commence no later than sixty (60) days after end of the Plan Year in which the
Participant experiences a Benefit Distribution Date and thereafter shall be
made no later than fifteen (15) days after the last business day of the
preceding month; and


 


(c)                                  If, as of the
effective date of the Participant’s Termination of Employment, the Company is
publicly traded and the Participant is a Specified Employee, then, to 


 


14

















 


the extent required pursuant to Section 409A, payment of any
portion of Plan benefits that would have otherwise have been paid to the
Participant during the six-month period following the Participant’s Termination
of Employment and which would constitute deferred compensation under Section 409A
(the “Delayed Payments”) shall be delayed until the date that is six (6) months
and one day following Participant’s Termination of Employment or, if earlier,
the date of the Participant’s death (the “Delayed Payment Date”).  As of the Delayed Payment Date, the Delayed
Payments plus interest (as provided in Section 3.8), for the period of the
delay, shall be paid to the Participant in a single lump sum.  Any portion of the Plan benefit that was not
otherwise due to be paid during the six-month period following the Participant’s
Termination of Employment shall be paid to the Participant in accordance with
the payment scheduled set forth under the applicable distribution provision of
the Plan.


 


(d)           To the extent that the Participant has a choice of
distribution methods and the Participant does not make such election, then such
Participant shall be deemed to have elected to receive the benefit in a lump
sum.


 


5.4           Change to Election Forms. 
A Participant may delay the Benefit Distribution Date or change the form
of payment of the Participant’s Account Balance by submitting a new Election Form to
the Committee in accordance with the following criteria:


 


(a)           The election to
modify the time of payment of a scheduled distribution or to modify the form of
payment of the Participant’s Account Balance shall have no effect until at
least twelve (12) months after the date on which the new election is made.


 


(b)           With respect to payments, other than as described in
Sections 4.3 (Unforeseeable Financial Emergency), 5.1(d) (Disability) or
5.1(e) (death), the first payment pursuant to the modified election shall
be delayed for a period of not less than five (5) years
from the Participant’s originally scheduled Benefit Distribution Date.


 


(c)           With respect to payments, other than as described in
Sections 4.3 (Unforeseeable Financial Emergency), 5.1(d) (Disability) or
5.1(e) (death), the new election may not be made less than twelve (12)
months prior to the first scheduled payment under the Participant’s originally
scheduled Benefit Distribution Date.


 


(d)           Notwithstanding the foregoing, the Committee shall
interpret all provisions relating to changing an election under this Section 5.4
in a manner that is consistent with Section 409A.


 


(e)           Subject to the applicability of subsection (f) below,
the Election Form most recently accepted by the Committee, which has
become effective, shall govern the payout of any benefit.


 


15
















 


(f)            In a manner that is consistent with Section 409A,
the Committee may solicit new Election Forms from Participants in order for the
Participants to change the method or timing of distributions of all amounts
subject to Section 409A under the Plan, provided such elections are
solicited and properly made prior to December 31, 2008.  In the event the Committee elects to solicit
new Election Forms under this Section, the failure by the Participant to submit
a complete and timely Election Form will result in the application of the
most recently submitted Election Form.


 


ARTICLE 6

Retirement Benefit


 


6.1           Retirement Benefit. 
A Participant who Retires shall receive, as a Retirement Benefit, his or
her Account Balance.


 


6.2           Payment of Retirement
Benefit.  A Participant, in connection with each
election to defer Annual Deferral Amounts, shall elect on an Election Form to
receive the Retirement Benefit, subject to Section 5.2 (Limited Cashouts),
in either (a) a lump sum, or (b) pursuant to an Annual Installment
Method of up to fifteen (15) years, or (c) a combination of a lump sum
payment followed by installment payments made pursuant to an Annual Installment
Method of up to fifteen (15) years.  The
lump sum payment shall be made, or installment payments shall commence, no
later than sixty (60) days after the last day of the Plan Year in which the
Participant Retires.  If a Participant
elects to receive a lump sum and installment payments, the lump sum payment
shall be made no later than sixty (60) days after the last day of the Plan Year
in which the Participant Retires and installment payments shall commence no
later than sixty (60) days after the last day of the following Plan Year.


 


6.3           Death Prior to Completion
of Retirement Benefit.  A Participant, in connection with
each election to defer Annual Deferral Amounts, shall elect on an Election Form the
manner in which his or her Beneficiary will receive the Participant’s unpaid
Retirement Benefit, should the Participant die after Retirement but before the
Retirement Benefit is paid in full.  The
Participant shall elect to have the unpaid Retirement Benefit paid to his or
her Beneficiary (a) over the remaining number of years and in the same
amounts as that benefit would have been paid to the Participant had the Participant
survived, or (b) in a lump sum payment equal to the Participant’s unpaid
remaining Account Balance.  If a
Participant does not make any election with respect to the payment of the
unpaid Retirement Benefit, then such benefit shall be paid in a lump sum no
more than sixty (60) days, after the last day of the Plan Year in which the
Committee is provided with proof that is satisfactory to the Committee of the
Participant’s death.


 


16

















 


ARTICLE 7

Pre-Retirement Survivor Benefit


 


7.1           Pre-Retirement Survivor
Benefit.  The Participant’s Beneficiary shall receive a
Pre-Retirement Survivor Benefit equal to the Participant’s Account Balance if
the Participant dies before he or she Retires, experiences a Termination of
Employment or suffers a Disability.


 


7.2           Payment of Pre-Retirement
Survivor Benefit.  A Participant, in connection with each
election to defer Annual Deferral Amounts, shall elect on an Election Form to
receive the Pre-Retirement Survivor Benefit, subject to Section 5.2
(Limited Cashouts), by his or her Beneficiary in either (a) a lump sum or (b) pursuant
to an Annual Installment Method of up to fifteen (15) years.  If a Participant does not make any election
with respect to the payment of the Pre-Retirement Survivor Benefit, then such
benefit shall be paid in a lump sum.  The
lump sum payment shall be made as soon as practical, but no more than sixty
(60) days, after the last day of the Plan Year in which the Committee is
provided with proof that is satisfactory to the Committee of the Participant’s
death.


 


ARTICLE 8

Termination Benefit


 


8.1           Termination Benefit. 
The Participant shall receive a Termination Benefit, which shall be
equal to the Participant’s Account Balance if a Participant experiences a
Termination of Employment prior to his or her Retirement, death, or Disability.


 


8.2           Payment of Termination
Benefit.  Except as provided in Section 5.2
(Limited Cashouts), the Committee shall cause the Termination Benefit to be
paid as elected by the Participant on his Election Form, a follows: (a) in
a lump sum or (b) pursuant to an Annual Installment Method of five (5) years.  The lump sum payment, if elected, shall be
made, or installment payments, if elected, shall commence, as soon as practical,
but no more than sixty (60) days, after the last day of the Plan Year in which
the Participant experiences the Termination of Employment.


 


ARTICLE 9

Disability Benefit


 


9.1           Disability Benefit.  Upon a
Participant’s Disability, the Participant shall receive a Disability Benefit,
which shall be equal to the Participant’s Account Balance, calculated as of the
close of business on the Participant’s Benefit Distribution Date (or, if such
date is not a business day, the close of business on the business day next preceding
such date).


 


9.2           Payment of Disability
Benefit.  The Disability Benefit shall be paid in a
lump sum to the Participant and shall be paid as provided in ARTICLE 5.


 


17

















 


ARTICLE 10

Beneficiary Designation


 


10.1         Beneficiary. 
Each Participant shall have the right, at any time, to designate his or
her Beneficiary(ies) (both primary as well as contingent) to receive any
benefits payable under the Plan to a beneficiary upon the death of a
Participant.  The Beneficiary designated
under this Plan may be the same as or different from the Beneficiary
designation under any other plan of an Employer in which the Participant
participates.


 


10.2         Beneficiary Designation;
Change; Spousal Consent.  A Participant
shall designate his or her Beneficiary by completing and signing the
Beneficiary Designation Form, and returning it to the Committee or its
designated agent.  A Participant shall
have the right to change a Beneficiary by completing, signing and otherwise
complying with the terms of the Beneficiary Designation Form and the
Committee’s rules and procedures, as in effect from time to time.  If the Participant names someone other than
his or her spouse as a Beneficiary, a spousal consent, in the form designated
by the Committee, must be signed by that Participant’s spouse and returned to
the Committee.  Upon the acceptance by
the Committee of a new Beneficiary Designation Form, all Beneficiary
designations previously filed shall be canceled.  The Committee shall be entitled to rely on
the last Beneficiary Designation Form filed by the Participant and
accepted by the Committee prior to his or her death.


 


10.3         Acknowledgment. 
No designation or change in designation of a Beneficiary shall be
effective until received and acknowledged in writing by the Committee or its
designated agent.


 


10.4         No Beneficiary Designation. 
If a Participant fails to designate a Beneficiary as provided in
Sections 10.1, 10.2 and 10.3 above or, if all designated Beneficiaries
predecease the Participant or die prior to complete distribution of the
Participant’s benefits, then the Participant’s designated Beneficiary shall be
deemed to be his or her surviving spouse. 
If the Participant has no surviving spouse, the benefits remaining under
the Plan to be paid to a Beneficiary shall be payable to the executor or
personal representative of the Participant’s estate.


 


10.5         Doubt as to Beneficiary. 
If the Committee has any doubt as to the proper Beneficiary to receive
payments pursuant to this Plan, the Committee shall have the right, exercisable
in its discretion, to cause the Participant’s Employer to withhold such
payments until this matter is resolved to the Committee’s satisfaction.


 


10.6         Discharge of Obligations. 
The payment of benefits under the Plan to a Beneficiary shall fully and
completely discharge all Employers and the Committee from all further
obligations under this Plan with respect to the Participant, and that
Participant’s Participation Agreement shall terminate upon such full payment of
benefits.


 


18

















 


ARTICLE 11

Leave of Absence


 


11.1         Paid Leave of Absence. 
If a Participant is authorized by the Participant’s Employer to take a
paid leave of absence from the employment of the Employer, and such leave of
absence does not constitute a Termination of Employment, as determined by the
Committee in accordance with Section 409A, (i) the Participant shall
continue to be considered eligible for the benefits provided in ARTICLE 4,
ARTICLE 6, ARTICLE 7, ARTICLE 8 or ARTICLE 9 in accordance with the provisions
of those Articles, (ii) the Annual Deferral Amount  shall
continue to be withheld during such paid leave of absence in accordance with Section 3.2
(to the extent that any Base Annual Salary or Annual Bonus is being paid, and
proportionately adjusted in the case that Base Annual Salary or Annual Bonus
has been impacted by such leave of absence, as permitted under Section 409A),
and (iii) the Participant shall not be deemed to have had a Termination of
Employment.


 


11.2         Unpaid Leave of Absence. 
If a Participant is authorized by the Participant’s Employer to take an
unpaid leave of absence from the employment of the Employer for any reason, and
such leave of absence does not constitute a Termination of Employment, as
determined by the Committee in accordance with Section 409A, such
Participant shall continue to be eligible for the benefits provided in ARTICLE
4, ARTICLE 6, ARTICLE 7, ARTICLE 8 or ARTICLE 9 in accordance with the
provisions of those Articles and shall not be deemed to have had a Termination
of Employment.  However, to the extent
permitted under Section 409A, the Participant shall be excused from
fulfilling his or her Annual Deferral Amount commitment that would otherwise
have been withheld during the remainder of the Plan Year in which the unpaid
leave of absence is taken.  During the
unpaid leave of absence, the Participant shall not be allowed to make any
additional deferral elections.  However,
if the Participant returns to employment, the Participant may elect to defer an
Annual Deferral Amount for the Plan Year following his or her return to
employment and for every Plan Year thereafter while a Participant in the Plan;
provided such deferral elections are otherwise allowed and an Election Form is
delivered to and accepted by the Committee or its designee for each such
election in accordance with Section 3.3 above.


 


11.3         Leaves Resulting in
Termination of Employment.  In the event that a Participant’s leave of
absence from the employment of the Participant’s Employer does constitute a
Termination of Employment, as determined by the Committee in accordance with Section 409A,
the Participant’s vested Account Balance shall be distributed to the
Participant in accordance with ARTICLE 6 or ARTICLE 8, as applicable.


 


19

















 


ARTICLE 12

Termination, Amendment or Modification


 


12.1         Termination. 
Although the Company and the Employers anticipate that they will
continue the Plan for an indefinite period of time, there is no guarantee that
the Company will continue the Plan or will not terminate or freeze the Plan at
any time in the future or that an Employer will continue participating in the
Plan or will not terminate its participation in the Plan.  Accordingly, to the maximum extent
permissible under Section 409A, the Company reserves the right to
discontinue its sponsorship of the Plan and/or to terminate the Plan at any
time with respect to any or all of the Employers or any or all of its
participating Employees, by action of its board of directors.  In addition, to the maximum extent
permissible under Section 409A, each Employer reserves the right to
discontinue its participation in the Plan by action of its board of
directors.  Upon the termination of the Plan,
the participation of the affected Participants shall terminate and their vested
Account Balances shall be distributed in accordance with the requirements of Section 409A.  The termination of the Plan shall not
adversely affect any Participant or Beneficiary who has become entitled to the
payment of any benefits under the Plan as of the date of termination; provided
however, that, as may be permitted under Section 409A, the Company shall
have the right to accelerate installment payments without a premium or
prepayment penalty by paying the vested Account Balance in a lump sum.


 


12.2         Amendment.


 


(a)           Prior to a Change in Control, any Employer may, at
any time, amend or modify the Plan in whole or in part with respect to that
Employer by the action of its board of directors; provided,
however, that: (i) no amendment or modification shall be
effective to decrease or restrict the value of a Participant’s Account Balance
in existence at the time the amendment or modification is made, calculated as
if the Participant had experienced a Termination of Employment as of the
effective date of the amendment or modification or, if the amendment or
modification occurs after the date upon which the Participant was eligible to
Retire, the Participant had Retired as of the effective date of the amendment
or modification, (ii) no amendment or modification of this Section 12.2
or Section 13.2 of the Plan shall be effective, and (iii) no
amendment or modification shall be made unless such amendment or modification
complies with Section 409A.  The
amendment or modification of the Plan shall not affect any Participant or
Beneficiary who has become entitled to the payment of benefits under the Plan
as of the date of the amendment or modification; provided,
however, that the Employer shall have the right, prior to a Change
in Control, to accelerate installment payments by paying the Account Balance in
a lump sum or pursuant to an Annual Installment Method using fewer years.  Upon a Change in Control, this Plan may not
be amended or modified without the express written consent of all Plan
Participants.


 


20

















 


(b)           Notwithstanding any provisions of the Plan to the
contrary, in the event that the Company determines that any provision of the Plan
may violate or otherwise not comply with Section 409A, the Company may,
without the consent of any Employer, Participant or Beneficiary: (i) adopt
such amendments to the Plan and appropriate policies and procedures, including
amendments and policies with retroactive effect, that the Company determines
necessary or appropriate to preserve the intended treatment of the Plan or the
benefits provided by the Plan and/or (ii) take such other actions as the
Company determines necessary or appropriate to comply with the requirements of Section 409A.


 


12.3         Effect of Payment. 
The full payment of the applicable benefit under ARTICLE 4, ARTICLE 5,
ARTICLE 6, ARTICLE 7, ARTICLE 8 or ARTICLE 9 of the Plan shall completely
discharge all obligations to a Participant and his or her designated
Beneficiaries under this Plan and the Participant’s Participation Agreement
shall terminate.


 


ARTICLE 13

Administration


 


13.1         Committee Duties. 
Except as otherwise provided in this ARTICLE 13, this Plan shall be
administered by a Committee which shall consist of the Board, or such committee
as the Board shall appoint.  Members of
the Committee may be Participants under this Plan.  The Committee shall also have the discretion
and authority to (i) make, amend, interpret, and enforce all appropriate rules and
regulations for the administration of this Plan and (ii) decide or resolve
any and all questions including interpretations of this Plan, as may arise in
connection with the Plan.  Any individual
serving on the Committee who is a Participant shall not vote or act on any
matter relating solely to himself or herself. 
When making a determination or calculation, the Committee shall be
entitled to rely on information furnished by a Participant or the Company.


 


13.2         Administration Upon Change
In Control.  For purposes of this Plan, the Committee
shall be the “Administrator” at all times prior to the occurrence of a Change
in Control.  Upon and after the
occurrence of a Change in Control, the “Administrator” shall be an independent
third party selected by the Trustee of the Trust and approved by the individual
who, immediately prior to such event, was the Company’s Chief Executive Officer
or, if not so identified, the Company’s highest ranking officer (the “Ex-CEO”).  The Administrator shall have the
discretionary power to determine all questions arising in connection with the
administration of the Plan and the interpretation of the Plan and Trust
including, but not limited to benefit entitlement determinations; provided, however, upon and after the occurrence of a Change
in Control, the Administrator shall have no power to direct the investment of
Plan or Trust assets or select any investment manager or custodial firm for the
Plan or Trust.  Upon and after the
occurrence of a Change in Control, the Company must: (1) pay all
reasonable administrative expenses and fees of the Administrator; (2) indemnify
the Administrator against any costs, expenses and 


 


21

















 


liabilities
including, without limitation, attorney’s fees and expenses arising in
connection with the performance of the Administrator hereunder, except with
respect to matters resulting from the gross negligence or willful misconduct of
the Administrator or its employees or agents; and (3) supply full and
timely information to the Administrator or all matters relating to the Plan,
the Trust, the Participants and their Beneficiaries, the Account Balances of
the Participants, the date of circumstances of the Retirement, Disability,
death or Termination of Employment of the Participants, and such other
pertinent information as the Administrator may reasonably require.  Upon and after a Change in Control, the
Administrator may be terminated (and a replacement appointed) by the Trustee
only with the approval of the Ex-CEO. 
Upon and after a Change in Control, the Administrator may not be
terminated by the Company.


 


13.3         Agents.  In
the administration of this Plan, the Committee may, from time to time, employ
agents and delegate to them such administrative duties as it sees fit
(including acting through a duly appointed representative) and may from time to
time consult with counsel who may be counsel to any Employer.


 


13.4         Binding Effect of
Decisions.  The decision or action of the Administrator
with respect to any question arising out of or in connection with the
administration, interpretation and application of the Plan and the rules and
regulations promulgated hereunder shall be final and conclusive and binding
upon all persons having any interest in the Plan.


 


13.5         Indemnity of Committee. 
All Employers shall indemnify and hold harmless the members of the
Committee, any Employee to whom the duties of the Committee may be delegated,
and the Administrator against any and all claims, losses, damages, expenses or
liabilities arising from any action or failure to act with respect to this
Plan, except in the case of willful misconduct by the Committee, any of its
members, any such Employee or the Administrator.


 


13.6         Employer Information. 
To enable the Committee and/or Administrator to perform its functions,
the Company and each Employer shall supply full and timely information to the
Committee and/or Administrator, as the case may be, on all matters relating to
the compensation of its Participants, the date and circumstances of the
Retirement, Disability, death or circumstances of the Retirement, Disability,
death or Termination of Employment of its Participants, and such other
pertinent information as the Committee or Administrator may reasonably require.


 


ARTICLE 14

Other Benefits and Agreements


 


14.1         Coordination with Other
Benefits.  The benefits provided for a Participant and
Participant’s Beneficiary under the Plan are in addition to any other benefits
available to such Participant under any other plan or program for employees of
the Participant’s Employer.  The Plan
shall supplement and shall not supersede, modify or amend any other such plan
or program except as may otherwise be expressly provided.


 


22

















 


ARTICLE 15

Claims Procedures


 


15.1         Presentation of Claim. 
Any Participant or Beneficiary of a deceased Participant (such
Participant or Beneficiary being referred to below as a “Claimant”) may deliver
to the Committee a written claim for a determination with respect to the
amounts distributable to such Claimant from the Plan.  If such a claim relates to the contents of a
notice received by the Claimant, the claim must be made within sixty
(60) days after such notice was received by the Claimant.  All other claims must be made within
180 days of the date on which the event that caused the claim to arise
occurred.  The claim must state with
particularity the determination desired by the Claimant.


 


15.2         Notification of Decision.  The Committee
shall consider a Claimant’s claim within a reasonable time, but no later than
ninety (90) days (forty-five (45) days in the case of a claim based on
Disability) after receiving the claim. 
If the Committee determines that special circumstances require an
extension of time for processing the claim, written notice of the extension
shall be furnished to the Claimant prior to the termination of the initial
ninety (90) day (forty-five (45) day, in the case of a claim based on
Disability) period.  In no event shall
such extension exceed a period of ninety (90) days (thirty (30) days, in the
case of a claim based on Disability) from the end of the initial period. 
The extension notice shall indicate the special circumstances requiring
an extension of time and the date by which the Committee expects to render the
benefit determination.  The Committee
shall notify the Claimant in writing:


 


(a)           that the Claimant’s requested determination has been
made, and that the claim has been allowed in full; or


 


(b)           that the Committee has reached a conclusion
contrary, in whole or in part, to the Claimant’s requested determination, and
such notice must set forth in a manner calculated to be understood by the
Claimant:


 


(i)            the specific reason(s) for the
denial of the claim, or any part of it;


 


(ii)           specific reference(s) to pertinent
provisions of the Plan upon which such denial was based;


 


(iii)          a description of any additional material
or information necessary for the Claimant to perfect the claim, and an
explanation of why such material or information is necessary;


 


(iv)          an explanation of the claim review
procedure set forth in Section 15.3 below; and


 


(v)           a statement of the Claimant’s right to
bring a civil action under ERISA Section 502(a) following an adverse
benefit determination on review.


 


23

















 


15.3         Review of a Denied Claim. 
On or before sixty (60) days (one hundred-eighty (180) days, in the
case of a claim based on Disability) after receiving a notice from the
Committee that a claim has been denied, in whole or in part, a Claimant (or the
Claimant’s duly authorized representative) may file with the Committee a
written request for a review of the denial of the claim.  The Claimant (or the Claimant’s duly
authorized representative):


 


(a)           may, upon request and free of charge, have
reasonable access to, and copies of, all documents, records and other
information relevant to the claim for benefits;


 


(b)           may submit written comments or other documents;
and/or


 


(c)           may request a hearing, which the Committee, in its
sole discretion, may grant.


 


15.4         Decision on Review. 
The Committee shall render its decision on review promptly, and no later
than sixty (60) days (forty-five (45) days, in the case of a claim based
on Disability) after the Committee receives the Claimant’s written request for
a review of the denial of the claim.  If
the Committee determines that special circumstances require an extension of
time for processing the claim, written notice of the extension shall be furnished
to the Claimant prior to the termination of the initial sixty (60) day
period.  In no event shall such extension
exceed a period of sixty (60) days (forty-five (45) days, in the case of a
claim based on Disability) from the end of the initial period.  The extension notice shall indicate the
special circumstances requiring an extension of time and the date by which the
Committee expects to render the benefit determination.  In rendering its decision, the Committee
shall take into account all comments, documents, records and other information
submitted by the Claimant relating to the claim, without regard to whether such
information was submitted or considered in the initial benefit
determination.  The decision must be
written in a manner calculated to be understood by the Claimant, and it must
contain:


 


(a)           specific reasons for the decision;


 


(b)           specific reference(s) to the pertinent Plan
provisions upon which the decision was based;


 


(c)           a statement that the Claimant is entitled to
receive, upon request and free of charge, reasonable access to and copies of,
all documents, records and other information relevant (as defined in applicable
ERISA regulations) to the Claimant’s claim for benefits; and


 


(d)           a statement of the Claimant’s right to bring a civil
action under ERISA Section 502(a).


 


24

















 


15.5         Legal Action. 
A Claimant’s compliance with the foregoing provisions of this ARTICLE 15
is a mandatory prerequisite to a Claimant’s right to commence any legal action
with respect to any claim for benefits under this Plan.


 


ARTICLE 16

Trust


 


16.1         Establishment of the Trust. 
The Company may, in its sole discretion, establish the Trust.  If the Company establishes a Trust, each
Employer shall at least annually transfer over to the Trust such assets as the
Employer determines, in its sole discretion, are necessary to provide, on a
present value basis, for its respective future liabilities created with respect
to the Annual Deferral Amounts, and Annual Set-Aside Amounts for such Employer’s
Participants for all periods prior to the transfer, as well as any debits and
credits to the Participants’ Account Balances for all periods prior to the
transfer, taking into consideration the value of the assets in the trust at the
time of the transfer.


 


16.2         Interrelationship of the
Plan and the Trust.  The provisions of the Plan and
the Participation Agreement shall govern the rights of a Participant to receive
distributions pursuant to the Plan.  The
provisions of the Trust, if established, shall govern the rights of the
Employers, Participants and the creditors of the Employers to the assets
transferred to the Trust.  Each Employer
shall at all times remain liable to carry out its obligations under the Plan.


 


16.3         Distributions From the
Trust.  Each Employer’s obligations under the Plan
may be satisfied with Trust assets distributed pursuant to the terms of the
Trust, and any such distribution shall reduce the Employer’s obligations under
this Plan.


 


ARTICLE 17

Miscellaneous


 


17.1         Status of Plan. 
The Plan is intended to be a plan that is not qualified within the
meaning of Code Section 401(a) and that “is unfunded and is
maintained by an employer primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employee”
within the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1).  The Plan shall be administered and
interpreted to the extent possible in a manner consistent with that intent.


 


17.2         Unsecured General Creditor. 
Participants and their Beneficiaries, heirs, successors and assigns
shall have no legal or equitable rights, interests or claims in any property or
assets of an Employer.  For purposes of
the payment of benefits under this Plan, any and all of an Employer’s assets
shall be, and remain, the general, unpledged unrestricted assets of the
Employer.  An Employer’s obligation under
the Plan shall be merely that of an unfunded and unsecured promise to pay money
in the future.


 


25

















 


17.3         Employer’s Liability. 
An Employer’s liability for the payment of benefits shall be defined
only by the Plan and the Participation Agreement, as entered into between the
Employer and a Participant.  An Employer
shall have no obligation to a Participant under the Plan except as expressly
provided in the Plan and his or her Participation Agreement.


 


17.4         Nonassignability. 
Neither a Participant nor any other person shall have any right to
commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber,
transfer, hypothecate, alienate or convey in advance of actual receipt, the
amounts, if any, payable hereunder, or any part thereof, which are, and all
rights to which are expressly declared to be, unassignable and
non-transferable.  No part of the amounts
payable shall, prior to actual payment, be subject to seizure, attachment,
garnishment or sequestration for the payment of any debts, judgments, alimony
or separate maintenance owed by a Participant or any other person, be
transferable by operation of law in the event of a Participant’s or any other
person’s bankruptcy or insolvency or be transferable to a spouse as a result of
a property settlement or otherwise.


 


17.5         Not a Contract of
Employment.  The terms and conditions of this Plan shall
not be deemed to constitute a contract of employment between any Employer and
the Participant.  Such employment is
hereby acknowledged to be an “at will” employment relationship that can be
terminated at any time for any reason, or no reason, with or without cause, and
with or without notice, unless expressly provided in a written employment
agreement.  Nothing in this Plan shall be
deemed to give a Participant the right to be retained in the service of any
Employer, either as an Employee or a Director, or to interfere with the right
of any Employer to discipline or discharge the Participant at any time.


 


17.6         Furnishing Information. 
A Participant or his or her Beneficiary will cooperate with the
Committee by furnishing any and all information requested by the Committee and
take such other actions as may be requested in order to facilitate the
administration of the Plan and the payments of benefits hereunder, including
but not limited to taking such physical examinations as the Committee may deem
necessary.


 


17.7         Terms. 
Whenever any words are used herein in the masculine, they shall be
construed as though they were in the feminine in all cases where they would so
apply; and whenever any words are used herein in the singular or in the plural,
they shall be construed as though they were used in the plural or the singular,
as the case may be, in all cases where they would so apply.


 


17.8         Captions. 
The captions of the articles, sections and paragraphs of this Plan are
for convenience only and shall not control or affect the meaning or
construction of any of its provisions.


 


17.9         Governing Law. 
Subject to ERISA, the provisions of this Plan shall be construed and
interpreted according to the internal laws of the State of Illinois without
regard to its conflicts of laws principles.


 


26

















 


17.10       Notice. 
Any notice or filing required or permitted to be given to the Committee
under this Plan shall be sufficient if in writing and hand-delivered, or sent
by registered or certified mail, to the address below:


 


	
  Duane G. Debs

  
	
  President and Chief
  Financial Officer

  
	
  West Suburban
  Bancorp, Inc.

  
	
  2800 S. Finley Rd.

  
	
  Downers Grove, IL 60515

  



 


Such notice shall be deemed given as of the date of
delivery or, if delivery is made by mail, as of the date shown on the postmark
on the receipt for registration or certification.


 


Any notice or filing required or permitted to be given
to a Participant under this Plan shall be sufficient if in writing and
hand-delivered, or sent by mail, to the last known address of the Participant.


 


17.11       Successors. 
The provisions of this Plan shall bind and inure to the benefit of the
Participant’s Employer and its successors and assigns and the Participant and
the Participant’s designated Beneficiaries.


 


17.12       Spouse’s Interest. 
The interest in the benefits hereunder of a spouse of a Participant who
has predeceased the Participant shall automatically pass to the Participant and
shall not be transferable by such spouse in any manner, including but not
limited to such spouse’s will, nor shall such interest pass under the laws of
intestate succession.


 


17.13       Validity. 
In case any provision of this Plan shall be illegal or invalid for any
reason, said illegality or invalidity shall not affect the remaining parts
hereof, but this Plan shall be construed and enforced as if such illegal or
invalid provision had never been inserted herein.


 


17.14       Incompetent. 
If the Committee determines in its discretion that a benefit under this
Plan is to be paid to a minor, a person declared incompetent or to a person
incapable of handling the disposition of that person’s property, the Committee
may direct payment of such benefit to the guardian, legal representative or
person having the care and custody of such minor, incompetent or incapable
person.  The Committee may require proof
of minority, incompetence, incapacity or guardianship, as it may deem
appropriate prior to distribution of the benefit.  Any payment of a benefit shall be a payment
for the account of the Participant and the Participant’s Beneficiary, as the
case may be, and shall be a complete discharge of any liability under the Plan
for such payment amount.


 


17.15       Court Order. 
The Committee is authorized to make any payments directed by court order
in any action in which the Plan or the Committee has been named as a party.  In addition, if a
court determines that a spouse or former spouse of a Participant has an
interest in the Participant’s benefits under the Plan in connection with a
property 


 


27

















 


settlement or
otherwise, the Committee, in its sole discretion, shall have the right,
notwithstanding any election made by a Participant, to immediately distribute
the spouse’s or former spouse’s interest in the Participant’s benefits under
the Plan to that spouse or former spouse. 
Notwithstanding the foregoing, the Committee shall interpret this
provision in a manner consistent with Section 409A.


 


17.16       Distribution in the Event
of Income Inclusion under Section 409A.  If any portion
of a Participant’s Account Balance under this Plan is required to be included
in income by the Participant prior to receipt due to a failure of this Plan to
meet the requirements of Section 409A, the Participant may petition the
Committee or Administrator, as applicable, for a distribution of that portion
of his or her Account Balance that is required to be included in his or her
income.  Upon the grant of such a
petition, which grant shall not be unreasonably withheld, the Employer shall
distribute to the Participant immediately available funds in an amount equal to
the portion of his or her Account Balance required to be included in income as
a result of the failure of the Plan to meet the requirements of Section 409A,
which amount shall not exceed the Participant’s unpaid Account Balance under
the Plan.  If the petition is granted,
such distribution shall be made within ninety (90) days of the date when the
Participant’s petition is granted.  Such
a distribution shall affect and reduce the Participant’s benefits to be paid
under this Plan.


 


17.17       Deduction Limitation on
Benefit Payments.  If the Company determines in good faith
prior to a Change in Control that there is a reasonable likelihood that any
compensation paid to a Participant for a taxable year of the Company would not
be deductible by the Company solely by reason of the limitation under Code Section 162(m),
then to the extent deemed necessary by the Company to ensure that the entire
amount of any distribution to the Participant pursuant to this Plan prior to
the Change in Control is deductible, the Company may defer all or any portion
of a distribution under this Plan.  Any
amounts deferred pursuant to this limitation shall continue to be
credited/debited with additional amounts in accordance with Section 3.8 above.  The amounts so deferred and amounts credited
thereon shall be distributed, in accordance with the requirements of Section 409A,
to the Participant or his or her Beneficiary (in the event of the Participant’s
death) in a single lump sum at the earliest possible date, as determined by the
Company in good faith, on which the deductibility of compensation paid or
payable to the Participant for the taxable year of the Company during which the
distribution is made will not be limited by Code Section 162(m).


 


17.18       Insurance. 
The Employers, on their own behalf or on behalf of the trustee of the
Trust, and, in their sole discretion, may apply for and procure insurance on
the life of the Participant, in such amounts and in such forms as the Trust may
choose.  The Employers or the trustee of
the Trust, as the case may be, shall be the sole owner and beneficiary of any
such insurance.  The Participant shall
have no interest whatsoever in any such policy or policies, and at the request
of the Employers shall submit to medical examinations and supply such
information and execute such documents as may be required by the insurance
company or companies to whom the Employers have applied for insurance.


 


28

















 


17.19       Legal Fees To Enforce
Rights After Change in Control.  The Company
and each Employer is aware that upon the occurrence of a Change in Control, the
Board or the board of directors of a Participant’s Employer (which might then
be composed of new members) or a shareholder of the Company or the Participant’s
Employer, or of any successor corporation might then cause or attempt to cause
the Company, the Participant’s Employer or such successor to refuse to comply
with its obligations under the Plan and might cause or attempt to cause the
Company or the Participant’s Employer to institute, or may institute,
litigation seeking to deny Participants the benefits intended under the
Plan.  In these circumstances, the
purpose of the Plan could be frustrated.  Accordingly, if, following a Change in
Control, it should appear to any Participant that the Company, the Participant’s
Employer or any successor corporation has failed to comply with any of its
obligations under the Plan or any agreement thereunder or, if the Company, such
Employer or any other person takes any action to declare the Plan void or
unenforceable or institutes any litigation or other legal action designed to
deny, diminish or to recover from any Participant the benefits intended to be
provided, then the Company and the Participant’s Employer irrevocably authorize
such Participant to retain counsel of his or her choice at the expense of the
Company and the Participant’s Employer (who shall be jointly and severally
liable) to represent such Participant in connection with the initiation or
defense of any litigation or other legal action, whether by or against the
Company, the Participant’s Employer or any director, officer, shareholder or
other person affiliated with the Company, the Participant’s Employer or any
successor thereto in any jurisdiction. 
Notwithstanding the foregoing, the Employer shall be liable for legal
fees and expenses pursuant to this Section 17.19 only to the extent
incurred in connection with a “bona fide” dispute as provided under Section 409A.  All payments made hereunder shall be paid or
reimbursed by the Employer not later than December 31st of the year
following the year in which the fees were incurred.


 


 


IN WITNESS WHEREOF, the Company has signed this Plan document as of December
30, 2008.


 


 




	
   

  	
  WEST SUBURBAN BANCORP, INC., an Illinois

  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Duane G. Debs

  
	
   

  	
  Title:

  	
  President

  






 


29

















 


Measurement Funds


 


Following is a list of the Measurement Funds currently
available under the Plan:


 


1.             Dreyfus Mid Cap Index Fund (described as a mutual fund
seeking capital appreciation by matching the performance of the S&P 400
Index);


 


2.             Fidelity Growth Portfolio (described as a mutual fund
which seeks capital appreciation by investing in equity securities of companies
with above-average growth potential);


 


3.             Fidelity VIP II Contrafund Portfolio (described as a
mutual fund which seeks long-term capital appreciation by investing in equity
securities of companies whose value the manager believes may not be fully
recognized by the public);


 


4.             J.P. Morgan Balanced Fund (described as a mutual fund
which seeks as high a level of current income as is consistent with the
preservation of capital);


 


5.             MAS NSAT Multi Sector Bond Fund (described as a mutual
fund which seeks a high level of current income and capital appreciation);


 


6.             Nationwide (Dreyfus) Small Cap Value Fund (described
as a mutual fund which seeks capital appreciation by investing primarily in
equity securities of companies with a median market capitalization of
approximately $1 billion);


 


7.             Nationwide Money Market Fund (described as a mutual
fund which seeks as high a level of current income as is consistent with the
preservation of capital and maintenance of liquidity by investing primarily in
high-quality money market obligations);


 


8.             NSAT Government Bond Fund (described as a mutual fund
which seeks to provide as high a level of income as is consistent with the
preservation of capital);


 


9.             Oppenheimer Capital Appreciation Fund (described as a
mutual fund which seeks capital appreciation by investing in equity securities
of well-established companies); and


 


10.           Oppenheimer Global Securities Fund (described as a
mutual fund which seeks long-term capital appreciation by investing primarily
in equity securities in foreign and U.S. markets).


 


30