Exhibit 10.1

FORM OF

EAST BOSTON SAVINGS BANK

EMPLOYEE STOCK OWNERSHIP PLAN

Effective as of January 1, 2007











EAST BOSTON SAVINGS BANK
EMPLOYEE STOCK OWNERSHIP PLAN
CERTIFICATION

I, Robert
 F. Verdonck, President and Chief Executive Officer of East Boston Savings Bank,
 hereby certify that the attached East Boston Savings Bank Employee Stock Ownership
 Plan, effective January 1, 2007, was adopted at a duly held meeting of the Board
 of Directors of the Bank.

	ATTEST:	 	 	EAST BOSTON
 SAVINGS BANK
	 	 	 	 
	

	 	By:	


	 	 	 	Robert F.
 Verdonck
	 	 	 	President
 and Chief Executive Officer
	 	 	 	 
	 	 	Date:	














East Boston
 Savings Bank
Employee Stock Ownership Plan

Table of Contents

	 	 	 	 	 	 	Page
	Section 1	 	Introduction	 	 	 
	 	1.01	 	 	Nature of the Plan	 	 	1
	 	1.02	 	 	Employers and Affiliates	 	 	1
	 	 	 	 	 	 	 	 
	
Section 2	 	Definitions	 	 	 
	 	2.01	 	 	Definitions	 	 	1
	 	 	 	 	 	 	 	 
	
Section 3	 	Eligibility and Participation	 	 	 
	 	3.01	 	 	Participation	 	 	9
	 	3.02	 	 	Certain Employees Ineligible	 	 	9
	 	3.03	 	 	Transfer to and from Eligible Employment	 	 	10
	 	3.04	 	 	Participation After Reemployment	 	 	10
	 	3.05	 	 	Participation Not Guarantee of Employment	 	 	10
	 	 	 	 	 	 	 	 
	
Section 4	 	Contributions	 	 	 
	 	4.01	 	 	Employer Contributions	 	 	10
	 	4.02	 	 	Limitations on Contributions	 	 	11
	 	4.03	 	 	Acquisition Loans	 	 	11
	 	4.04	 	 	Conditions as to Contributions	 	 	12
	 	4.05	 	 	Employee Contributions	 	 	12
	 	4.06	 	 	Rollover Contributions	 	 	12
	 	4.07	 	 	Trustee-to-Trustee Transfers	 	 	12
	 	 	 	 	 	 	 	 
	
Section 5	 	Plan Accounting	 	 	 
	 	5.01	 	 	Accounting for Allocations	 	 	13
	 	5.02	 	 	Maintenance of Participants’ Company Stock Accounts	 	 	13
	 	5.03	 	 	Maintenance of Participants’ Other Investment Accounts	 	 	13
	 	5.04	 	 	Allocation and Crediting of Employer Contributions	 	 	14
	 	5.05	 	 	Limitations on Allocations	 	 	15
	 	5.06	 	 	Other Limitations	 	 	16
	 	5.07	 	 	Limitations as to Certain Section 1042 Transactions	 	 	16
	 	5.08	 	 	Allocations Upon Termination Prior to Satisfaction of Acquisition Loan	 	 	17
	 	5.09	 	 	Dividends	 	 	17
	 	 	 	 	 	 	 	 
	
Section 6	 	Vesting and Forfeitures	 	 	 
	 	6.01	 	 	Deferred Vesting in Accounts	 	 	19
	 	6.02	 	 	Immediate Vesting in Certain Situations	 	 	19
	 	6.03	 	 	Treatment of Forfeitures	 	 	20
	 	6.04	 	 	Accounting for Forfeitures	 	 	20
	 	6.05	 	 	Vesting Upon Reemployment	 	 	21


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East Boston
 Savings Bank
Employee Stock Ownership Plan

Table of Contents

	 	 	 	 	 	 	
Page
	
Section 7	 	Distributions	 	 	 
	 	7.01	 	 	Distribution of Benefit Upon a Termination of Employment	 	 	21
	 	7.02	 	 	Minimum Distribution Requirements	 	 	22
	 	7.03	 	 	Benefits on a Participant’s Death	 	 	22
	 	7.04	 	 	Delay in Benefit Determination	 	 	23
	 	7.05	 	 	Options to Receive and Sell Company Stock	 	 	23
	 	7.06	 	 	Restrictions on Disposition of Company Stock	 	 	24
	 	7.07	 	 	Direct Transfer of Eligible Plan Distributions	 	 	24
	 	 	 	 	 	 	 	 
	
Section 8	 	Voting of
 Company Stock and Tender Offers	 	 	 
	 	8.01	 	 	Voting of Company Stock	 	 	25
	 	8.02	 	 	Tender Offers	 	 	26
	 	 	 	 	 	 	 	 
	
Section 9	 	The Committee
 and Plan Administration	 	 	 
	 	9.01	 	 	Identity of the Committee	 	 	26
	 	9.02	 	 	Authority of Committee	 	 	27
	 	9.03	 	 	Duties of Committee	 	 	27
	 	9.04	 	 	Compliance with ERISA and the Code	 	 	28
	 	9.05	 	 	Action by Committee	 	 	28
	 	9.06	 	 	Execution of Documents	 	 	28
	 	9.07	 	 	Adoption of Rules	 	 	29
	 	9.08	 	 	Responsibilities to Participants	 	 	29
	 	9.09	 	 	Alternative Payees in Event of Incapacity	 	 	29
	 	9.10	 	 	Indemnification by Employers	 	 	29
	 	9.11	 	 	Abstention by Interested Member	 	 	29
	 	 	 	 	 	 	 	 
	
Section 10	Rules Governing
 Benefit Claims	 	 	 
	 	10.01	 	 	Claim for Benefits	 	 	30
	 	10.02	 	 	Notification by Committee	 	 	30
	 	10.03	 	 	Claims Review Procedure	 	 	30
	 	 	 	 	 	 	 	 
	
Section 11	The Trust	 	 	 
	 	11.01	 	 	Creation of Trust Fund	 	 	31
	 	11.02	 	 	Company Stock and Other Investments	 	 	31
	 	11.03	 	 	Acquisition of Company Stock	 	 	31
	 	11.04	 	 	Participants’ Option to Diversify	 	 	31
	 	 	 	 	 	 	 	 
	
Section 12	Adoption, Amendment and Termination	 	 	 
	 	12.01	 	 	Adoption of Plan by Other Employers	 	 	32
	 	12.02	 	 	Adoption of Plan by Successor	 	 	32
	 	12.03	 	 	Plan Adoption Subject to Qualification	 	 	32
	 	12.04	 	 	Right to Amend or Terminate	 	 	33


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East Boston
 Savings Bank
Employee Stock Ownership Plan

Table of Contents

	 	 	 	 	 	 	Page
	
Section 13	General Provisions	 	 	 
	 	1	 	 	Nonassignability of Benefits	 	 	33
	 	13.02	 	 	Limit of Employer Liability	 	 	34
	 	13.03	 	 	Plan Expenses	 	 	34
	 	13.04	 	 	Nondiversion of Assets	 	 	34
	 	13.05	 	 	Separability of Provisions	 	 	34
	 	13.06	 	 	Service of Process	 	 	34
	 	13.07	 	 	Governing Law	 	 	34
	 	13.08	 	 	Special Rules for Persons Subject to Section 16(b) Requirements	 	 	34
	 	13.09	 	 	Military Service	 	 	35
	 	 	 	 	 	 	 	 
	
Section 14	Top-Heavy
 Provisions	 	 	 
	 	14.01	 	 	Top-Heavy Provisions	 	 	35
	 	14.02	 	 	Plan Modifications Upon Becoming Top-Heavy	 	 	35


iii









SECTION 1 
Introduction

Section 1.01   Nature of the Plan.

Effective as of January 1, 2007 (the “Effective
 Date”), East Boston Savings Bank (the “Bank”) hereby establishes
 the East Boston Savings Bank Employee Stock Ownership Plan (the “Plan”)
 to enable Eligible Employees (as defined in Section 2.01(p) of the Plan) to acquire
 stock ownership interests in Meridian Interstate Bancorp, Inc. (the “Company”), the holding company of the Bank. The Bank intends this Plan to be a tax-qualified
 stock bonus plan under Section 401(a) of the Internal Revenue Code of 1986, as amended
 (the “Code”), and an employee stock ownership plan within the meaning
 of Section 407(d)(6) of the Employee Retirement Income Security Act of 1974, as
 amended (“ERISA”), and Sections 409 and 4975(e)(7) of the Code. The Plan
 is designed to invest primarily in the common stock of the Company, which stock
 constitutes “qualifying employer securities” within the meaning of Section
 407(d)(5) of ERISA and Sections 409(l) and 4975(e)(8) of the Code. Accordingly,
 the Plan and Trust Agreement (as defined in Section 2.01(oo) of the Plan) shall
 be interpreted and applied in a manner consistent with the Bank’s intent for
 it to be a tax-qualified plan designed to invest primarily in qualifying employer
 securities.

The Plan reflects certain provisions of
 the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”).
 The provisions related to EGTRRA are intended as good faith compliance with EGTRRA
 and the guidance issued thereunder. To the extent any provision of the Plan was
 operated according to an effective date earlier than as required by law, then such
 date shall be the effective date with respect to that provision of the Plan.

Section 1.02    Employers and Affiliates.

The Bank and each of its Affiliates (as
 defined in Section 2.01(c) of the Plan) that, with the consent of the Bank, adopt
 the Plan pursuant to the provisions of Section 12.01 of the Plan are collectively
 referred to as the “Employers” and individually as an “Employer.” The Plan shall be treated as a single plan with respect to all participating
 Employers.

SECTION 2
Definitions

Section 2.01    Definitions.

In this Plan, whenever the context so indicates,
 the singular or the plural number and the masculine or feminine gender shall be
 deemed to include the other, the terms “he,” “his,” and “him,” shall refer to a Participant or Beneficiary, as the case may be, and, except
 as otherwise provided, or unless the context otherwise requires, the capitalized
 terms shall have the following meanings:

	(a) 
	 	“Account” or “Accounts” mean a Participant’s or Beneficiary’s Company Stock Account and/or his Other Investments Account, as the context
 so requires. 



1










	(b) 
	 	“Acquisition
 Loan” means a loan or other extension of credit, including an installment
 obligation to a “party in interest” (as defined in Section 3(14) of ERISA)
 incurred by the Trustee in connection with the purchase of Company Stock. 

	 	 	 
	(c) 
	 
	“Affiliate” means any corporation, trade or business, which, at the time of reference,
 is together with the Bank, a member of a controlled group of corporations, a group
 of trades or businesses (whether or not incorporated) under common control, or an
 affiliated service group, as described in Sections 414(b), 414(c), and 414(m) of
 the Code, respectively, or any other organization treated as a single employer with
 the Bank under Section 414(o) of the Code; provided, however, that, where the context
 so requires, the term “Affiliate” shall be construed to give full effect
 to the provisions of Sections 409(l)(4) and 415(h) of the Code. 

	 	 	 
	(d) 
	 
	“Bank” means East Boston Savings Bank, and any entity that succeeds to the business
 of the East Boston Savings Bank and adopts this Plan in accordance with the provisions
 of Section 12.02 of the Plan, or by written agreement assumes the obligations of
 the Plan. 

	 	 	 
	(e) 
	 
	“Beneficiary” means the person(s) entitled to receive benefits under the Plan following
 a Participant’s death, pursuant to Section 7.03 of the Plan. 

	 	 	 
	(f) 
	 
	“Change
 in Control” means any one of the following events occurs: 

	 	 	 


	 	(i) 
	 
	Merger: The Company merges into or consolidates with another corporation, or merges another
 corporation into the Company, and as a result, less than a majority of the combined
 voting power of the resulting corporation immediately after the merger or consolidation
 is held by persons who were stockholders of the Company immediately before the merger
 or consolidation; 

	 	 	 
	(ii) 
	 
	Acquisition
 of Significant Share Ownership: The Company files, or is required to file, a
 report on Schedule 13D or another form or schedule (other than Schedule 13G) required
 under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, if the schedule
 discloses that the filing person or persons acting in concert has or have become
 the beneficial owner(s) of 25% or more of a class of the Company’s voting securities,
 but this clause (ii) shall not apply to beneficial ownership of Company voting shares
 held in a fiduciary capacity by an entity of which the Company directly or indirectly
 beneficially owns 50% or more of its outstanding voting securities; 

	 	 	 
	(iii) 
	 
	Change
 in Board Composition: During any period of two consecutive years, individuals
 who constitute the Company’s Board of Directors at the beginning of the two-year
 period cease for any reason to constitute at least a majority of the Company’s
 Board of Directors; provided, however, that for purposes of this clause (iii), each
 director who is first elected by the board (or first nominated by the board for
 election by the stockholders) by a vote of at least two-thirds (2/3) of the directors
 who were directors at the beginning of the two-year period shall be deemed to have
 also been a director at the beginning of such period; or 



2











	 	(iv)
	 	Sale of
 Assets: The Company sells to a third party all or substantially all of its assets.
 





	 
	 	Notwithstanding
 anything in this Plan to the contrary, in no event shall the conversion of the Bank
 from the mutual to stock form (including, without limitation, the formation of a
 stock holding company), or the reorganization of the Bank into the mutual holding
 company form of organization, constitute a “Change in Control” for purposes
 of this Plan. 

	 	 	 
	(g) 
	 	“Code” means the Internal Revenue Code of 1986, as amended. 

	 	 	 
	(h) 
	 	“Committee” means the individual(s) responsible for the administration of the Plan
 in accordance with Section 9 of the Plan. 

	 	 	 
	(i) 
	 	“Company” means Meridian Interstate Bancorp, Inc. and any entity which succeeds
 to the business of Meridian Interstate Bancorp, Inc. 

	 	 	 
	(j) 
	 	“Company
 Stock” means shares of the voting common stock or preferred stock, meeting
 the requirements of Section 409 of the Code and Section 407(d)(5) of ERISA, issued
 by the Company or its Affiliates. 

	 	 	 
	(k) 
	 	“Company
 Stock Account” means the account established and maintained in the name
 of each Participant or Beneficiary to reflect his share of the Trust Fund invested
 in Company Stock. 

	 	 	 
	(l) 
	 	“Compensation” means: 

	 	 	 
	 	 	(i)    an Employee’s base compensation as reported on Form W-2 for federal tax purposes and paid
 during the Plan Year by the Employer. 

	 	 	 
	 	 	(ii)   Compensation
 shall also include the amounts of any Employer contributions made pursuant to a
 salary reduction agreement entered into by the Participant and not includible in
 the gross income of the employee under Sections 125, 132(f), 402(e)(3), 402(h),
 403(b), 414(h) or 457 of the Code. 

	 	 	 
	 	 	A Participant’s Compensation shall not exceed $220,000 (as periodically adjusted pursuant
 to Section 401(a)(17) of the Code). If the Plan Year for which a Participant’s
 Compensation is measured is less than twelve (12) calendar months, then the amount
 of Compensation taken into account for such Plan Year shall be the adjusted amount
 for such Plan Year, as prescribed by the Secretary of the Treasury under Section
 401(a)(17) of the Code, multiplied by a fraction, the numerator of which is the
 number of months taken into account for such Plan Year and the denominator of which
 is twelve (12). In determining the dollar limitation hereunder, Compensation received
 from an Affiliate shall be recognized as Compensation. 



3










	(m)
	 	“Disability” means a physical or mental condition of a Participant resulting from bodily
 injury, disease, or mental disorder which renders the Participant incapable of continuing
 any gainful occupation and which condition constitutes total disability under the
 federal Social Security Act. The Disability of a Participant shall be determined
 by the Plan Administrator, in its sole discretion. 

	 	 	 
	(n) 
	 	“Effective
 Date” means January 1, 2007. 

	 	 	 
	(o)
	 	“Eligibility
 Computation Period” shall mean the twelve (12) consecutive month period
 beginning on the date an Employee first performs an Hour of Service for the employer
 (employment commencement date). To determine the first Eligibility Computation Period
 following a One Year Period of Severance, the Plan shall use the twelve (12) consecutive
 month period beginning on the date the Employee again performs an Hour of Service
 for the Employer. 

	 	 	 
	(p) 
	 	“Eligible
 Employee” means any Employee who is not precluded from participating in
 the Plan by reason of the provisions of Section 3.02 of the Plan. 

	 	 	 
	(q)
	 	“Employee” means any person who is actually performing services for the Employer
 or an Affiliate in a common-law, employer-employee relationship as determined under
 Sections 31.3121(d)-1, 31.3306(i)-1, or 31.3401(c)-1 of the Treasury Regulations
 and any “Leased Employee” as defined in Section 3.02(b) of this Plan.
 

	 	 	 
	(r) 
	 	“Employer” or “Employers” means the Bank and any of its Affiliates
 that adopt the Plan in accordance with the provisions of Section 12.01 of the Plan,
 and any entity which succeeds to the business of the Bank or its Affiliates and
 which adopts the Plan in accordance with the provisions of Section 12.02 of the
 Plan, or by written agreement assumes the obligations under the Plan. 

	 	 	 
	(s) 
	 	“Entry
 Date” means the first day of January or July coinciding with or next following
 the date the Employee satisfies the requirements for participation under Section
 3.01 of the Plan. 

	 	 	 
	(t) 
	 	“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
 

	 	 	 
	(u) 
	 	“Exchange
 Act” means the Securities Exchange Act of 1934, as amended. 

	 	 	 
	(v) 
	 	“Financed
 Shares” means shares of Company Stock acquired by the Trustee with the
 proceeds of an Acquisition Loan, which shall constitute “qualifying employer
 securities” under Section 409(l) of the Code and any shares of Company Stock
 received upon conversion or exchange of such shares. 

	 	 	 
	(w)
	 	“Highly
 Compensated Employee” means an Employee who, during the current or a prior
 Plan Year, satisfies one of the following conditions: 



4











	 	(i) 
	 	was a “5-percent
 owner” (as defined in Section 414(q)(2) of the Code) during the year or the
 preceding year, or 

	 	 	 	 
	 	(ii) 
	 	for the prior
 Plan Year, had compensation from the Bank and its Affiliates exceeding $100,000 (as
 periodically adjusted pursuant to Section 414(q)(1) of the Code). 





	(x) 
	 	“Hours
 of Service” means: 





	 	(i) 
	 	Each hour
 for which an Employee is paid, or entitled to payment, for performing duties for
 the Employer during the applicable computation period. 

	 	 	 	 
	 	(ii) 
	 	Each hour
 for which an Employee is paid, or entitled to payment, for a period during which
 no duties are performed (irrespective of whether the employment relationship has
 terminated) due to vacation, holiday, illness, incapacity (including disability),
 layoff, jury duty, military duty or leave of absence. Notwithstanding the preceding
 sentence, no credit shall be given to the Employee for: 





	 	(A)
	 	more than
 501 hours under this clause because of any single continuous period in which the
 Employee performs no duties (whether or not such period occurs in a single computation
 period); 

	 	 	 	 
	 	(B)
	 	an hour for
 which the Employee is directly or indirectly paid, or entitled to payment, because
 of a period in which no duties are performed if such payment is made or due under
 a plan maintained solely for the purpose of complying with applicable worker’s
 or workmen’s compensation, unemployment, or disability insurance laws; or 

	 	 	 	 
	 	(C)
	 	an hour or
 a payment which solely reimburses the Employee for medical or medically-related
 expenses incurred by the Employee. 





	 	(iii)
	 	Each hour
 for which back pay, irrespective of mitigation of damages, is either awarded or
 agreed to by the Employer; provided, however, that hours credited under either clause
 (i) or (ii) above shall not also be credited under this clause (iii). Crediting
 of hours for back pay awarded or agreed to with respect to periods described in
 clause (ii) above will be subject to the limitations set forth in that clause. 



The crediting of Hours of Service shall
 be determined by the Committee in accordance with the rules set forth in Section
 2530.200b-2 of the regulations prescribed by the Department of Labor, which rules
 shall be consistently applied with respect to all Employees within the same job
 classification. If an Employer finds it impracticable to count actual Hours of Service
 for any class or group of non-hourly Employees, each Employee in that class or group
 shall be credited with 45 Hours of Service for each weekly period in which he has
 at least one Hour of Service. However, an Employee shall be credited with Hours
 of Service only for his normal working 

5










hours during a paid absence. Hours of Service
 shall be credited for employment with an Affiliate.





For purposes of determining whether an Employee
 has incurred a One Year Break in Service for vesting purposes, if an Employee begins
 a maternity/paternity leave of absence described in Section 411(a)(6)(E)(i) of the
 Code, his Hours of Service shall include the Hours of Service that would have been
 credited to him if he had not been so absent (or 45 Hours of Service for each week
 of such absence if the actual Hours of Service cannot be determined). An Employee
 shall be credited for such Hours of Service (up to a maximum of 501 Hours of Service)
 in the Plan Year in which his absence begins (if such crediting will prevent him
 from incurring a One Year Break in Service in such Plan Year) or, in all other cases,
 in the following Plan Year. An absence from employment for maternity or paternity
 reasons means an absence:

	 	(i) 
	 	by reason
 of pregnancy of the Employee, 

	 	 	 	 
	 	(ii) 
	 	by reason
 of the birth of a child of the Employee, 

	 	 	 	 
	 	(iii)
	 	by reason
 of the placement of a child with the Employee in connection with the adoption of
 such child by such Employee, or 

	 	 	 	 
	 	(iv)
	 	for purposes
 of caring for such child for a period beginning immediately following such birth
 or placement. 




	(y) 
	 	“Loan
 Suspense Account” means that portion of the Trust Fund consisting of Company
 Stock acquired with an Acquisition Loan which has not yet been allocated to the
 Participants’ Accounts. 

	 	 	 
	(z) 
	 	“Normal
 Retirement Age” means the later of a Participant’s attainment of age
 65 or the fifth (5th) anniversary of the first day of the Plan Year on
 which the Participant commenced participation in the Plan. 

	 	 	 
	(aa)
	 	“Normal
 Retirement Date” means the first day of the month coincident with or next
 following the Participant’s attainment of Normal Retirement Age. 

	 	 	 
	(bb)
	 	“One
 Year Break in Service” means a twelve (12) consecutive month period during
 which the Participant does not complete more than 500 Hours of Service. 

	 	 	 
	(cc)
	 	“One
 Year Period of Severance” means a twelve (12) consecutive month period
 following an Employee’s Termination of Service with the Employer during which
 the Employee did not perform an Hour of Service. Notwithstanding the foregoing,
 if an Employee is absent for maternity or paternity reasons, such absence during
 the twenty-four (24) month period commencing on the first date of such absence shall
 not constitute a One Year Period of Severance. An absence from employment for maternity
 or paternity reasons means an absence: 





	 	(i) 
	 	by reason
 of the pregnancy of the Employee; 





6











	 	(ii) 
	 	
by reason
 of the birth of a child of the Employee;
 

	 	 
	 	

	 	 	 	 
	 	(iii)
	 	by reason
 of the placement of a child with the Employee in connection with the adoption of
 such child by such Employee; or 

	 	 	 	 
	 	(iv)
	 	for purposes
 of caring for such child for a period beginning immediately following such birth
 or placement. 




	(dd)
	 	“Other
 Investments Account” means the account established and maintained in the
 name of each Participant or Beneficiary to reflect his share of the Trust Fund,
 other than Company Stock. 

	 	 	 
	(ee)
	 	“Participant” means any Eligible Employee who has become a Participant in accordance
 with Section 3.01 of the Plan or any other person with an Account balance under
 the Plan. 

	 	 	 
	(ff)
	 	“Period
 of Service” means a period commencing on the date an Employee first performs
 an Hour of Service for the Employer upon initial employment or, if applicable, upon
 reemployment, and ending on the date such Employee first incurs a Termination of
 Service. Notwithstanding the foregoing, the period between the first and second
 anniversary of the first date of a maternity or paternity absence described under
 “One Year Period of Severance” shall not be included in determining a
 Period of Service. A period during which an individual was not employed by the Employer
 shall nevertheless be deemed a Period of Service if such individual incurred a Termination
 of Service and: 




	 	(i) 
	 	such Termination
 of Service was the result of resignation, discharge or retirement and such individual
 is reemployed by the Employer within one (1) year of such Termination of Service;
 or 

	 	 	 	 
	 	(ii) 
	 	such Termination
 of Service occurred when the individual was otherwise absent for less than one (1)
 year and was reemployed by the Employer within one (1) year of the date such absence
 began. 




	(gg)
	 	“Plan” means this East Boston Savings Bank Employee Stock Ownership Plan, as
 amended from time to time. 

	 	 	 
	(hh)
	 	“Plan Year” means the calendar year. 

	 	 	 
	(ii) 
	 	“Recognized
 Absence” means a period for which: 




	 	(i) 
	 	an Employer
 grants an Employee a leave of absence for a limited period of time, but only if
 an Employer grants such leaves of absence on a nondiscriminatory basis to all Eligible
 Employees; or 

	 	 	 	 
	 	(ii) 
	 	an Employee
 is temporarily laid off by an Employer because of a change in the business conditions
 of the Employer; or 



7











	 	(iii)
	 	an Employee
 is on active military duty, but only to the extent that his employment rights are
 protected by the Military Selective Service Act of 1967 and the Uniformed Services
 Employment and Reemployment Rights Act of 1994. 





	(jj) 
	 	“Retirement
 Date” means a Participant’s Normal Retirement Date. 

	 	 	 
	(kk)
	 	“Service” means employment with the Bank or an Affiliate. 

	 	 	 
	(ll) 
	 	“Termination
 of Service” means the earlier of (a) the date on which an Employee’s
 Service is terminated by reason of his resignation, retirement, discharge, death
 or Disability or (b) the first anniversary of the date on which such Employee’s
 service is terminated for disability of a short-term nature or any other reason.
 Service in the Armed Forces of the United States shall not constitute a Termination
 of Service but shall be considered to be a period of employment by the Employer
 provided (i) such military service is caused by war or other emergency or the Employee
 is required to serve under the laws of conscription in time of peace, (ii) the Employee
 returns to employment with the Employer within six (6) months following discharge
 from such military service and (iii) such Employee is reemployed by the Employer
 at a time when the Employee had a right to reemployment at his former position or
 substantially similar position upon separation from such military duty in accordance
 with seniority rights as protected under the laws of the United States. A leave
 of absence granted to an Employee by the Employer shall not constitute a Termination
 of Service provided that the Participant returns to the active service of the Employer
 at the expiration of any such period for which leave has been granted. Notwithstanding
 the foregoing, an Employee who is absent from service with the Employer beyond the
 first anniversary of the first date of his absence for maternity or paternity reasons
 as set forth in Section 2.0(cc) of the Plan shall incur a Termination of Service
 for purposes of the Plan on the second anniversary of the date of such absence.
 

	 	 	 
	(mm)
	 	“Treasury
 Regulations” mean the regulations promulgated by the Department of the
 Treasury under the Code. 

	 	 	 
	(nn)
	 	“Trust” means the East Boston Savings Bank Employee Stock Ownership Plan Trust
 created in connection with the establishment of the Plan. 

	 	 	 
	(oo)
	 	“Trust
 Agreement” means the trust agreement establishing the Trust. 

	 	 	 
	(pp)
	 	“Trust
 Fund” means the assets held in the Trust for the benefit of Participants
 and their Beneficiaries. 

	 	 	 
	(qq)
	 	“Trustee” means the trustee or trustees from time to time in office under the Trust
 Agreement. 

	 	 	 
	(rr)
	 	“Valuation
 Date” means the last day of the Plan Year and each other date as of which
 the Committee shall determine the investment experience of the Trust Fund and adjust
 Participants’ Accounts accordingly. 



8











	(ss)
	 	“Valuation
 Period” means the period following a Valuation Date and ending with the
 next Valuation Date. 

	 	 	 
	(tt)
	 	“Year
 of Service” shall mean a Plan Year in which an Employee is credited with
 at least 500 Hours of Service. 



SECTION 3
Eligibility
 and Participation

Section 3.01    Participation.

	(a)
	 	All Eligible
 Employees on the date that the Company first issues common stock pursuant to its
 reorganization from a mutual savings and loan association to a mutual holding company
 (the “Reorganization Date”) who are 18 and have completed three months
 of service with either the Bank or an Affiliate shall enter the Plan and become
 Participants on the later of the Effective Date or the date on which the Eligible
 Employee first performed an Hour of Service for an Employer. 

	 	 	 
	(b)
	 	An Eligible
 Employee who is first employed by an Employer after the Reorganization Date shall
 become a Participant in the Plan provided the Eligible Employee has attained 18
 years of age and completed three months of Service during an Eligibility Computation
 Period. 

	 	 	 
	(c) 
	 	An Eligible
 Employee who has satisfied the eligibility requirements of Section 3.01(b) shall
 enter the Plan and become a Participant on the Entry Date coincident with or next
 following the date he satisfies such requirements. 



Section 3.02    Certain Employees Ineligible.

The following Employees are ineligible to
 participate in the Plan:

	(a) 
	 	Employees
 covered by a collective bargaining agreement between the Employer and the Employee’s collective bargaining representative if: 





	 	(i) 
	 	retirement
 benefits have been the subject of good faith bargaining between the Employer and
 the representative, and 

	 	 	 	 
	 	(ii) 
	 	the collective
 bargaining agreement does not expressly provide that Employees of such unit be covered
 under the Plan; 





	(b) 
	 	Employees
 who are nonresident aliens and who receive no earned income from an Employer which
 constitutes income from sources within the United States; and 

	 	 	 
	(c) 
	 	Employees
 of an Affiliate of the Bank that has not adopted the Plan pursuant to Sections 12.01
 or 12.02 of the Plan. 



9











Section 3.03    Transfer to and from
 Eligible Employment.

	(a) 
	 	If an Employee
 ineligible to participate in the Plan by reason of Section 3.02 of the Plan transfers
 to employment as an Eligible Employee, he shall enter the Plan as of the later of:
 





	 	(i) 
	 	the first
 Entry Date after the date of transfer, or 

	 	 	 	 
	 	(ii) 
	 	the first
 Entry Date on which he could have become a Participant pursuant to Section 3.01
 of the Plan. 





	(b)
	 	If a Participant
 transfers to an employment position that makes him ineligible to participate in
 the Plan as of the date of such transfer, he shall cease active participation in
 the Plan as of such date and his transfer shall be treated for all purposes under
 the Plan in the same manner as any other termination of Service. 



Section 3.04    Participation after Reemployment.

	(a)
	 	If an Employee
 incurs a One Year Period of Severance prior to satisfying the eligibility requirements
 of Section 3.01 of the Plan, Service prior to such One Year Period of Severance
 shall be disregarded and the Employee must satisfy the eligibility requirements
 of Section 3.01 as a new Employee. 

	 	 	 
	(b)
	 	If an Employee
 incurs a One Year Period of Severance after satisfying the eligibility requirements
 of Section 3.01 of the Plan and again performs an Hour of Service, the Employee
 shall receive credit for the Period of Service prior to his One Year Period of Severance
 and shall be eligible to participate in the Plan immediately upon reemployment,
 provided the Employee is not excluded from participation under the provisions of
 Section 3.02 of the Plan. 



Section 3.05    Participation Not Guarantee
 of Employment.

Participation in the Plan does not constitute
 a guarantee or contract of employment and will not give any Employee the right to
 be retained in the employ of the Bank or any of its Affiliates nor any right or
 claim to any benefit under the terms of the Plan unless such right or claim has
 specifically accrued under the Plan.

SECTION 4
Contributions

Section 4.01    Employer Contributions.

	(a) 
	 	Discretionary
 Contributions. Each Plan Year, each Employer, in its discretion,
 may make a contribution to the Trust. Each Employer making a contribution for any
 Plan Year under this Section 4.01(a) will contribute to the Trustee cash equal to,
 or Company 



10











	 	 	Stock or other
 property having an aggregate fair market value equal to, such amount as the Board
 of Directors of the Employer shall determine by resolution. Notwithstanding the
 Employer’s discretion with respect to the medium of contribution, an Employer
 shall not make a contribution in any medium which would make such contribution a
 prohibited transaction (for which no exemption is provided) under Section 406 of
 ERISA or Section 4975 of the Code. 

	 	 	 
	(b) 
	 	Employer
 Contributions for Acquisition Loans. Each Plan Year, the Employer shall,
 subject to any regulatory prohibitions, contribute an amount of cash sufficient
 to enable the Trustee to discharge any indebtedness incurred with respect to an
 Acquisition Loan pursuant to the terms of the Acquisition Loan. The Employer’s
 obligation to make contributions under this Section 4.01(b) shall be reduced to
 the extent of any investment earnings attributable to such contributions and any
 cash dividends paid with respect to Company Stock held by the Trustee in the Loan
 Suspense Account. If there is more than one Acquisition Loan, the Employer shall
 designate the one to which any contribution pursuant to this Section 4.01(b) is
 to be applied. 



Section 4.02    Limitations on Contributions.

In no event shall an Employer’s contribution(s)
 made under Section 4.01 of the Plan for any Plan Year exceed the lesser of:

	(a) 
	 	The maximum
 amount deductible under Section 404 of the Code by that Employer as an expense for
 Federal income tax purposes; and 

	 	 	 
	(b) 
	 	The maximum
 amount which can be credited for that Plan Year in accordance with the allocation
 limitation provisions of Section 5.05 of the Plan. 



Section 4.03    Acquisition Loans.

The Trustee may incur Acquisition Loans
 from time to time to finance the acquisition of Company Stock for the Trust or
 to repay a prior Acquisition Loan. An Acquisition Loan shall be for a specific term,
 shall bear a reasonable rate of interest, shall not be payable on demand, except
 in the event of default, and shall be primarily for the benefit of Participants
 and Beneficiaries of the Plan. An Acquisition Loan may be secured by a collateral
 pledge of the Financed Shares so acquired and any other Plan assets which are permissible
 securities within the provisions of Section 54.4975-7(b) of the Treasury Regulations.
 No other assets of the Plan or Trust may be pledged as collateral for an Acquisition
 Loan, and no lender shall have recourse against any other Trust assets. Any pledge
 of Financed Shares must provide for the release of shares so pledged on a basis
 equal to the principal and interest (or if the requirements of Section 54.4975-7(b)(8)(ii)
 of the Treasury Regulations are met and the Employer so elects, principal payments
 only), paid by the Trustee on the Acquisition Loan. The released Financed Shares
 shall be allocated to Participants’ Accounts in accordance with the provisions
 of Sections 5.04 or 5.08 of the Plan, whichever is applicable. Payment of principal
 and interest on any Acquisition Loan shall be made by the Trustee only from the
 Employer contributions paid in cash to enable the Trustee to repay such loan in
 accordance with Section 4.01(b) of the Plan, from earnings

11











attributable to such contributions, and
 any cash dividends received by the Trustee on Financed Shares acquired with the
 proceeds of the Acquisition Loan (including contributions, earnings and dividends
 received during or prior to the year of repayment less such payments in prior years),
 whether or not allocated. Financed Shares shall initially be credited to the Loan
 Suspense Account and shall be transferred for allocation to the Company Stock Accounts
 of Participants only as payments of principal and interest (or, if the requirements
 of Section 54.4975-7(b)(8)(ii) of the Treasury Regulations are met and the Employer
 so elects, principal payments only), on the Acquisition Loan are made by the Trustee.
 The number of Financed Shares to be released from the Loan Suspense Account for
 allocation to Participants’ Company Stock Accounts for each Plan Year shall
 be based on the ratio that the payments of principal and interest (or, if the requirements
 of Section 54.4975-7(b)(8)(ii) of the Treasury Regulations are met and the Employer
 so elects, principal payments only), on the Acquisition Loan for that Plan Year
 bears to the sum of the payments of principal and interest on the Acquisition Loan
 for that Plan Year plus the total remaining payment of principal and interest projected
 (or, if the requirements of Section 54.4975-7(b)(8)(ii) of the Treasury Regulations
 are met and the Employer so elects, principal payments only), on the Acquisition
 Loan over the duration of the Acquisition Loan repayment period, subject to the
 provisions of Section 5.05 of the Plan.

Section 4.04    Conditions as to Contributions.

In addition to the provisions of Section
 12.03 of the Plan for the return of an Employer’s contributions in connection
 with a failure of the Plan to qualify initially under the Code, any amount contributed
 by an Employer due to a good faith mistake of fact, or based upon a good faith but
 erroneous determination of its deductibility under Section 404 of the Code, shall
 be returned to the Employer within one year after the date on which the Employer
 originally made such contribution, or within one year after its nondeductibility
 has been finally determined. However, the amount to be returned shall be reduced
 to take account of any adverse investment experience within the Trust in order that
 the balance credited to each Participant Account is not less than it would have
 been if the contribution had never been made by the Employer.

Section 4.05    Employee Contributions.

Employee contributions are neither required
 nor permitted under the Plan.

Section 4.06    Rollover Contributions.

Rollover contributions to the Plan of assets
 from other tax-qualified retirement plans are not permitted under the Plan.

Section 4.07    Trustee-to-Trustee Transfers.

Trustee-to-trustee transfers of assets from
 other tax-qualified retirement plans are not permitted under the Plan.

12











SECTION 5
Plan Accounting

Section 5.01    Accounting for Allocations.

The Committee shall establish the Accounts
 (and sub-accounts, if deemed necessary) for each Participant, and the accounting
 procedures for the purpose of making allocations to Participants’ Accounts
 as provided for in this Section 5. The Committee shall maintain adequate records
 of the cost basis of shares of Company Stock allocated to each Participant’s
 Company Stock Account. The Committee also shall keep separate records of Financed
 Shares attributable to each Acquisition Loan and of contributions made by the Employers
 (and any earnings thereon) made for the purpose of enabling the Trustee to repay
 any Acquisition Loan. From time to time, the Committee may modify its accounting
 procedures for the purpose of achieving equitable and nondiscriminatory allocations
 among the Accounts of Participants, in accordance with the provisions of this Section
 5 and the applicable requirements of the Code and ERISA. In accordance with Section
 9 of the Plan, the Committee may delegate the responsibility for maintaining Accounts
 and records.

Section 5.02    Maintenance of Participants’ Company Stock Accounts.

As of each Valuation Date, the Committee
 shall adjust the Company Stock Account of each Participant to reflect activity during
 the Valuation Period as follows:

	(a) 
	 	First, charge
 to each Participant’s Company Stock Account all distributions and payments
 made to the Participant that have not been previously charged; 

	 	 	 
	(b) 
	 	Next, credit
 to each Participant’s Company Stock Account the shares of Company Stock, if
 any, that have been purchased with amounts from the Participant’s Other Investments
 Account, and adjust such Other Investments Account in accordance with the provisions
 of Section 5.03 of the Plan; 

	 	 	 
	(c) 
	 	Next, credit
 to each Participant’s Company Stock Account the shares of Company Stock representing
 contributions made by the Employers in the form of Company Stock and the number
 of Financed Shares released from the Loan Suspense Account under Section 4.03 of
 the Plan that are to be allocated and credited as of that date in accordance with
 the provisions of Section 5.04 of the Plan; and 

	 	 	 
	(d) 
	 	Finally, credit
 to each Participant’s Company Stock Account the shares of Company Stock released
 from the Loan Suspense Account that are to be allocated in accordance with the provisions
 of Section 5.09 of the Plan. 



Section 5.03    Maintenance of Participants’ Other Investments Accounts.

Except as otherwise provided for under Section
 5.08 of the Plan, as of each Valuation Date, the Committee shall adjust the Other
 Investments Account of each Participant to reflect activity during the Valuation
 Period as follows:

13











	(a) 
	 	First, charge
 to each Participant’s Other Investments Account all distributions and payments
 made to the Participant that have not previously been charged; 

	 	 	 
	(b) 
	 	Next, if Company
 Stock is purchased with assets from a Participant’s Other Investments Account,
 charge the Participant’s Other Investments Account accordingly; 

	 	 	 
	(c) 
	 	Next, subject
 to the dividend provisions of Section 5.09 of the Plan, credit to the Other Investments
 Account of each Participant any cash dividends paid to the Trustee on shares of
 Company Stock held in that Participant’s Company Stock Account (as of the record
 date for such cash dividends) and dividends paid on shares of Company Stock held
 in the Loan Suspense Account that have not been used to repay any Acquisition Loan.
 Subject to the provisions of Section 5.09 of the Plan, cash dividends that have
 not been used to repay any Acquisition Loan and have been credited to a Participant’s Other Investments Account shall be applied by the Trustee to purchase shares
 of Company Stock, which shares shall then be credited to the Company Stock Account
 of such Participant. The Participant’s Other Investments Account shall then
 be charged by the amount of cash used to purchase such Company Stock. In addition,
 any earnings on: 

	 	 	 


	 	(i) 
	 	Participants’ Other Investments Accounts will be allocated to Accounts, pro rata, based
 on Participants’ Other Investments Account balances as of the first day of
 the Valuation Period, and 

	 	 	 	 
	 	(ii) 
	 	the Loan Suspense
 Account, other than dividends used to repay the Acquisition Loan, will be allocated
 to Participants’ Other Investments Accounts, pro rata, based on their Other
 Investments Account balances as of the first day of the Valuation Period; 





	(d) 
	 	Next, allocate
 and credit the Employer contributions made pursuant to Section 4.01(b) of the Plan
 for the purpose of repaying any Acquisition Loan, in accordance with Section 5.04
 of the Plan. Such amount shall then be used to repay any Acquisition Loan and such
 Participant’s Other Investments Account shall be charged accordingly; and 

	 	 	 
	(e) 
	 	Finally, allocate
 and credit the Employer contributions (other than amounts contributed to repay an
 Acquisition Loan) that are made in cash (or property other than Company Stock) for
 the Plan Year to the Other Investments Account of each Participant in accordance
 with Section 5.04 of the Plan. 



Section 5.04    Allocation and Crediting
 of Employer Contributions.

	(a) 
	 	Except as
 otherwise provided for in Sections 5.08 and 5.09 of the Plan, as of the Valuation
 Date for each Plan Year: 





	 	(i) 
	 	Company Stock
 released from the Loan Suspense Account for that year and shares of Company Stock
 contributed directly to the Plan shall be allocated and credited to each Active
 Participant’s (as defined in paragraph (b) of this Section 5.04) Company Stock
 Account based on the ratio that each Active Participant’s



14










	 	  
	 	Compensation
 for the Plan Year bears to the aggregate Compensation of all Active Participants
 for the Plan Year, and then








	 	(ii) 
	 	The cash contributions
 not used to repay an Acquisition Loan and any other property contributed for that
 year shall be allocated and credited to each Active Participant’s Other Investments
 Account based on the ratio determined by comparing each Active Participant’s
 Compensation for the Plan Year to the aggregate Compensation of all Active Participants
 for the Plan Year. 





	(b) 
	 	For purposes
 of this Section 5.04, the term “Active Participant” means those Eligible
 Employees who: 





	 	(i) 
	 	are employed
 on the last day of the Plan Year and have completed 500 Hours of Service during
 the Plan Year; or 

	 	 	 	 
	 	(ii) 
	 	terminated
 employment during the Plan Year by reason of death, Disability, or attainment of
 their Normal Retirement Date. 



Section 5.05    Limitations on Allocations.

	(a) 
	 	In General.
 Subject to the provisions of this Section 5.05, Section 415 of the Code
 shall be incorporated by reference into the terms of the Plan. No allocation shall
 be made under Section 5.04 of the Plan that would result in a violation of Section
 415 of the Code. 

	 	 	 
	(b) 
	 	Code
 Section 415 Compensation. For purposes of this Section 5.05, Compensation
 shall be adjusted to reflect the general rule of Section 1.415-2(d) of the Treasury
 Regulations. 

	 	 	 
	(c) 
	 	Limitation
 Year. The “limitation year” (within the meaning of Section 415
 of the Code) shall be the calendar year. 

	 	 	 
	(d) 
	 	Multiple
 Defined Contribution Plans. In any case where a Participant also participates
 in another defined contribution plan of the Bank or its Affiliates, the appropriate
 committee of such other plan shall first reduce the after-tax contributions under
 any such plan, shall then reduce any elective deferrals under any such plan subject
 to Section 401(k) of the Code, shall then reduce all other contributions under any
 other such plan and, if necessary, shall then reduce contributions under this Plan.
 

	 	 	 
	(e) 
	 	Excess
 Allocations. If, after applying the allocation provisions under Section
 5.04 of the Plan, allocations under Section 5.04 of the Plan would otherwise result
 in a violation of Section 415 of the Code, the Committee shall allocate and reallocate
 employer contributions to other Participants in the Plan for the limitation year
 or, if such allocation and reallocation causes the limitations of Section 415 of
 the Code to be exceeded, shall hold excess amounts in an unallocated suspense account
 for allocation in a subsequent Plan Year in accordance with Section 1.415-6(b)(6)(i)
 of the Treasury Regulations. Such suspense account, if permitted, will be credited
 before any allocation of contributions for subsequent limitation years. 



15











	(f) 
	 	Allocations
 Pursuant to Section 5.08. For purposes of this Section 5.05, no amount
 credited to any Participant’s Account pursuant to Section 5.08 of the Plan
 shall be counted as an “annual addition” for purposes of Section 415 of
 the Code. In the event any amount cannot be allocated to Affected Participants (as
 defined in Section 5.08 of the Plan) under the Plan pursuant to Section 5.08 of
 the Plan in the year of a Change in Control, the amount which may not be so allocated
 in the year of the Change in Control shall be treated in accordance with paragraph
 (e) of this Section 5.05. 



Section 5.06    Other Limitations.

Aside from the limitations set forth in
 Section 5.05 of the Plan, in no event shall more than one-third of the Employer
 contributions to the Plan be allocated to the Accounts of Highly Compensated Employees.
 In order to ensure that such allocations are not made, the Committee shall, beginning
 with the Participants whose Compensation exceeds the limit then in effect under
 Section 401(a)(17) of the Code, reduce the amount of Compensation of such Highly
 Compensated Employees on a pro-rata basis per individual that would otherwise be
 taken into account for purposes of allocating benefits under Section 5.04 of the
 Plan. If, in order to satisfy this Section 5.06, any such Participant’s Compensation
 must be reduced to an amount that is lower than the Compensation amount of the next
 highest paid (based on such Participant’s Compensation) Highly Compensated
 Employee (the “breakpoint amount”), then, for purposes of allocating benefits
 under Section 5.04 of the Plan, the Compensation of all concerned Participants shall
 be reduced to an amount not to exceed such breakpoint amount.

Section 5.07    Limitations as to Certain
 Section 1042 Transactions.

To the extent that a shareholder of Company
 Stock sells qualifying Company Stock to the Plan and elects (with the consent of
 the Bank) nonrecognition of gain under Section 1042 of the Code, no portion of the
 Company Stock purchased in such nonrecognition transaction (or other dividends or
 other income attributable thereto) may accrue or be allocated during the nonallocation
 period (the ten (10) year period beginning on the later of the date of the sale
 of the qualified Company Stock, or the date of the Plan allocation attributable
 to the final payment of an Acquisition Loan incurred in connection with such sale)
 for the benefit of:

	(a) 
	 	the selling
 shareholder; 

	 	 	 
	(b) 
	 	the spouse,
 brothers or sisters (whether by the whole or half blood), ancestors or lineal descendants
 of the selling shareholder or descendant referred to in (a) above; or 

	 	 	 
	(c) 
	 	any other
 person who owns, after application of Section 318(a) of the Code, more than twenty-five
 percent (25%) of: 





	 	(i) 
	 	any class
 of outstanding stock of the Company or any Affiliate, or 

	 	 	 	 
	 	(ii) 
	 	the total
 value of any class of outstanding stock of the Company or any Affiliate. 



16











For purposes of this Section 5.07, Section
 318(a) of the Code shall be applied without regard to the employee trust exception
 of Section 318(a)(2)(B)(i) of the Code.

Section 5.08    Allocations Upon Termination
 Prior to Satisfaction of Acquisition Loan.

	(a) 
	 	Notwithstanding
 any other provision of the Plan, in the event the Bank terminates the Plan due to
 a Change in Control, the Plan shall terminate as of the effective date of the Change
 in Control and, as soon as practicable thereafter, the Trustee shall repay in full
 any outstanding Acquisition Loan. In connection with such repayment, the Trustee
 shall: (i) apply cash, if any, received by the Plan in connection with the transaction
 constituting a Change in Control, with respect to the unallocated shares of Company
 Stock acquired with the proceeds of the Acquisition Loan, and (ii) to the extent
 additionally required to effect the repayment of the Acquisition Loan, obtain cash
 through the sale of any stock or security received by the Plan in connection with
 such transaction, with respect to such unallocated shares of Company Stock. After
 repayment of the Acquisition Loan, all remaining shares of Company Stock held in
 the Loan Suspense Account, all other stock or securities, and any cash proceeds
 from the sale or other disposition of any shares of Company Stock held in the Loan
 Suspense Account, shall be allocated among the Accounts of all Participants who
 were employed by an Employer on the date immediately preceding the effective date
 of the Change in Control. Such allocations of shares or cash proceeds shall be credited
 as earnings for purposes of Section 5.05 of the Plan and Section 415 of the Code,
 as of the effective date of the Change in Control, to the Account of each Participant
 who is either in active Service with an Employer, or is on a Recognized Absence,
 on the date immediately preceding the effective date of the Change of Control (each
 an “Affected Participant”), in proportion to the opening balances in their
 Company Stock Accounts as of the first day of the current Valuation Period. As of
 the effective date of a Change in Control, all Participant Accounts shall be fully
 vested and nonforfeitable. 

	 	 	 
	(b) 
	 	In the event
 of a termination of the Plan in connection with a Change in Control, this Section
 5.08 shall have no force and effect unless the price paid for the Company Stock
 in connection with a Change in Control is greater than the average basis of the
 unallocated Company Stock held in the Loan Suspense Account as of the effective
 date of the Change in Control. 



Section 5.09    Dividends.

	(a) 
	 	Stock
 Dividends. Dividends on Company Stock which are received by the Trustee
 in the form of additional Company Stock shall be retained in the portion of the
 Trust Fund consisting of Company Stock, and shall be allocated among the Participants’ Accounts and the Loan Suspense Account in accordance with their holdings of
 the Company Stock on which the dividends have been paid. 

	 	 	 
	(b) 
	 	Cash
 Dividends on Allocated Shares. Dividends on Company Stock credited
 to Participants’ Accounts which are received by the Trustee in the form of
 cash shall, at the direction of the Bank, either: 



17










	 	(i) 
	 	be credited
 to Participants’ Accounts in accordance with Section 5.03 of the Plan and invested
 as part of the Trust Fund; 

	 	 	 	 
	 	(ii) 
	 	be distributed
 immediately to the Participants; 

	 	 	 	 
	 	(iii)
	 	be distributed
 to the Participants within ninety (90) days of the close of the Plan Year in which
 paid; or 

	 	 	 	 
	 	(iv)
	 	be used to
 repay principal and interest on the Acquisition Loan used to acquire Company Stock
 on which the dividends were paid. 



In addition to the alternatives specified
 in the preceding paragraph regarding the treatment of cash dividends paid with respect
 to shares of Company Stock credited to Participants’ Accounts, if authorized
 by the Committee for the Plan Year, a Participant may elect that cash dividends
 paid on Company Stock credited to the Participant’s Account shall either be:

	 	(i) 
	 	paid to the
 Plan, reinvested in Company Stock and credited to the Participant’s Account;
 

	 	 	 	 
	 	(ii) 
	 	distributed
 in cash to the Participant; or 

	 	 	 	 
	 	(iii)
	 	distributed
 to the Participant within ninety (90) days of the close of the Plan Year in which
 paid. 



Dividends subject to an election under this
 paragraph (and any Company Stock acquired therewith pursuant to a Participant’s
 election) shall at all times be fully vested. To the extent the Committee authorizes
 dividend elections pursuant to this paragraph, the Committee shall establish policies
 and procedures relating to Participant elections and, if applicable, the reinvestment
 of cash dividends in Company Stock, which are consistent with guidance issued under
 Section 404(k) of the Code.

	(c) 
	 	Cash
 Dividends on Unallocated Shares. Dividends on Company Stock held in
 the Loan Suspense Account received by the Trustee in the form of cash shall be applied
 as soon as practicable to payments of principal and interest under the Acquisition
 Loan incurred with the purchase of Company Stock. 

	 	 	 
	(d)
	 	Financed
 Shares. Financed Shares released from the Loan Suspense Account by
 reason of dividends paid with respect to Company Stock shall be allocated under
 Sections 5.03 and 5.04 of the Plan as follows: 





	 	(i) 
	 	First, Financed
 Shares with a fair market value at least equal to the dividends paid with respect
 to the Company Stock allocated to Participants’ Accounts shall be allocated
 among and credited to the Accounts of such Participants, pro rata, according to
 the number of shares of Company Stock held in such accounts on the date the dividend
 is declared by the Company; and 



18











	 	(ii) 
	 	Next, any
 remaining Financed Shares released from the Loan Suspense Account by reason of dividends
 paid with respect to Company Stock held in the Loan Suspense Account shall be allocated
 among and credited to the Accounts of all Participants, pro rata, according to each
 Participant’s Compensation. 



SECTION 6
Vesting and
 Forfeitures

Section 6.01    Deferred Vesting in Accounts.

	(a) 
	 	A Participant
 shall vest in his Accounts in accordance with the following schedule: 





	Years of
 Service	 	
Vested Percentage
	 	 	 	 
	0-3	 	0	%
	 3+	 	100	%




	(b) 
	 	For purposes
 of determining a Participant’s Years of Service under this Section 6.01, employment
 with the Bank or an Affiliate shall be deemed employment with the Employer. For
 purposes of determining a Participant’s vested percentage in his Accounts,
 all Years of Service shall be included, beginning with the Employee’s initial
 service with the Employer. 



Section 6.02    Immediate Vesting in
 Certain Situations.

	(a) 
	 	Notwithstanding
 Section 6.01(a) of the Plan, a Participant shall become fully vested in his Accounts
 upon the earlier of: 





	 	(i) 
	 	termination
 of the Plan or upon the permanent and complete discontinuance of contributions by
 the Employer to the Plan; provided, however, that in the event of a partial termination
 of the Plan, the interest of each Participant shall fully vest only with respect
 to that part of the Plan which is terminated; 

	 	 	 	 
	 	(ii) 
	 	Termination
 of Service on or after the Participant’s Normal Retirement Date; 

	 	 	 	 
	 	(iii)
	 	a Change in
 Control; or

	 	 	 	 
	 	(iv)
	 	Termination
 of Service by reason of death or Disability. 



19











Section 6.03   Treatment of Forfeitures.

	(a) 
	 	If a Participant
 who is not fully vested in his Accounts terminates employment, that portion of his
 Accounts in which he is not vested shall be forfeited upon the earlier of: 





	 	(i) 
	 	the date the
 Participant receives a distribution of his entire vested benefits under the Plan,
 or 

	 	 	 	 
	 	(ii) 
	 	the date at
 which the Participant incurs five (5) consecutive One Year Breaks in Service. 





	(b) 
	 	If a Participant
 who has terminated employment and has received a distribution of his entire vested
 benefits under the Plan is subsequently reemployed by an Employer prior to incurring
 five (5) consecutive One Year Breaks in Service, he shall have the portion of his
 Accounts which was previously forfeited restored to his Accounts, provided he repays
 to the Trustee within five (5) years of his subsequent employment date an amount
 equal to the previous distribution. The amount restored to the Participant’s
 Account shall be credited to his Account as of the last day of the Plan Year in
 which the Participant repays the distributed amount to the Trustee and the restored
 amount shall come from other Employees’ forfeitures and, if such forfeitures
 are insufficient, from a special contribution by the Employer for that year. If
 a Participant’s employment terminates prior to his Account having become vested,
 such Participant shall be deemed to have received a distribution of his entire vested
 interest as of the Valuation Date next following his termination of employment.
 

	 	 	 
	(c) 
	 	If a Participant
 who has terminated employment but has not received a distribution of his entire
 vested benefits under the Plan is subsequently reemployed by an Employer subsequent
 to incurring five (5) consecutive One Year Breaks in Service, any undistributed
 balance of his Accounts from his prior participation which was not forfeited shall
 be maintained as a fully vested subaccount within his Account. 

	 	 	 
	(d) 
	 	If a portion
 of a Participant’s Account is forfeited, assets other than Company Stock must
 be forfeited before any Company Stock may be forfeited. 

	 	 	 
	(e) 
	 	Forfeitures
 shall be reallocated among the other Participants in the Plan. 



Section 6.04    Accounting for Forfeitures.

A forfeiture shall be charged to the Participant’s Account as of the first day of the first Valuation Period in which the forfeiture
 becomes certain pursuant to Section 6.03 of the Plan. Except as otherwise provided
 in Section 6.03 of the Plan, a forfeiture shall be added to the contributions of
 the terminated Participant’s Employer which are to be credited to other Participants
 pursuant to Section 5 as of the last day of the Plan Year in which the forfeiture
 becomes certain.

20











Section 6.05    Vesting Upon Reemployment.

If a Participant incurs a One Year Break
 in Service and again performs an Hour of Service, such Participant shall receive
 credit, for purposes of Section 6.01 of the Plan, for his Years of Service prior
 to his One Year Break in Service.

SECTION 7
Distributions

Section 7.01    Distribution of Benefit
 Upon a Termination of Employment.

	(a) 
	 	A Participant
 whose employment terminates for any reason shall receive the entire vested portion
 of his Accounts in a single payment on a date selected by the Committee; provided,
 however, that such date shall be on or before the 60th day after the end of the
 Plan Year in which the Participant’s employment terminated. The benefits from
 that portion of the Participant’s Other Investments Account shall be calculated
 on the basis of the most recent Valuation Date before the date of payment. Subject
 to the provisions of Section 7.05 of the Plan, if the Committee so provides, a Participant
 may elect that his benefits be distributed to him in the form of either Company
 Stock, cash, or some combination thereof. 

	 	 	 
	(b) 
	 	Notwithstanding
 paragraph (a) of this Section 7.01, if the balance credited to a Participant’s
 Accounts exceeds, at the time such benefit was distributable, $1,000, his benefits
 shall not be paid before the latest of his 65th birthday or the tenth anniversary
 of the year in which he commenced participation in the Plan, unless he elects an
 early payment date in a written election filed with the Committee. Such an election
 is not valid unless it is made after the Participant has received the required notice
 under Section 1.411(a)-11(c) of the Treasury Regulations that provides a general
 description of the material features of a lump sum distribution and the Participant’s right to defer receipt of his benefits under the Plan. The notice shall be
 provided no less than 30 days and no more than 90 days before the first day on which
 all events have occurred which entitle the Participant to such benefit. Written
 consent of the Participant to the distribution generally may not be made within
 30 days of the date the Participant receives the notice and shall not be made more
 than 90 days from the date the Participant receives the notice. However, a distribution
 may be made less than 30 days after the notice provided under Section 1.411(a)-11(c)
 of the Treasury Regulations is given, if: 





	 	(i) 
	 	the Committee
 clearly informs the Participant that he has a right to a period of at least 30 days
 after receiving the notice to consider the decision of whether or not to elect a
 distribution (and if applicable, a particular distribution option), and 

	 	 	 	 
	 	(ii) 
	 	the Participant,
 after receiving the notice, affirmatively elects a distribution. 

	 	 	 	 


A Participant may modify such an election
 at any time, provided any new benefit payment date is at least 30 days after a modified
 election is delivered to the Committee.

21











Section 7.02    Minimum Distribution Requirements.

With respect to all Participants, other
 than those who are “5% owners” (as defined in Section 416 of the Code),
 benefits shall be paid on the required beginning date which is no later than the
 April 1st of the later of:

	 	(i) 
	 	the calendar
 year following the calendar year in which the Participant attains age 70-1/2, or
 

	 	 	 	 
	 	(ii) 
	 	the calendar
 year in which the Participant retires. 



With respect to all Participants who are
 5% owners within the meaning of Section 416 of the Code, such Participants’
 benefits shall be paid no later than the April 1st of the calendar year following
 the calendar year in which the Participant attains age 70-1/2.

Section 7.03    Benefits on a Participant’s Death.

	(a) 
	 	If a Participant
 dies before his benefits are paid pursuant to Section 7.01 of the Plan, the balance
 credited to his Accounts shall be paid to his Beneficiary in a single distribution
 on or before the 60th day after the end of the Plan Year in which the Participant
 died. If the Participant has not named a Beneficiary or his named Beneficiary should
 not survive him, then the balance in his Accounts shall be paid to his estate. The
 benefits from that portion of the Participant’s Other Investments Account shall
 be calculated on the basis of the most recent Valuation Date before the date of
 payment. 

	 	 	 
	(b) 
	 	If a married
 Participant dies before his benefit payments begin, then, unless he has specifically
 elected otherwise, the Committee shall cause the balance in his Accounts to be paid
 to his spouse, as Beneficiary. A married Participant may name an individual other
 than his spouse as Beneficiary provided that such election is accompanied by the
 spouse’s written consent which must: 





	 	(i) 
	 	acknowledge
 the effect of the election; 

	 	 	 	 
	 	(ii) 
	 	explicitly
 provide either that the designated Beneficiary may not subsequently be changed by
 the Participant without the spouse’s further consent or that it may be changed
 without such consent; and 

	 	 	 	 
	 	(iii)
	 	must be witnessed
 by the Committee, its representative, or a notary public. 



This requirement shall not apply if the
 Participant establishes to the Committee’s satisfaction that the spouse may
 not be located.

	(c) 
	 	The Committee
 shall, from time to time, take whatever steps it deems appropriate to keep informed
 of each Participant’s marital status. Each Employer shall provide the Committee
 with the most reliable information in the Employer’s possession regarding its
 Participants’ marital status, and the Committee may, in its discretion, require
 a notarized 



22











	 	 	affidavit
 from any Participant as to his marital status. The Committee, the Plan, the Trustee,
 and the Employers shall be fully protected and discharged from any liability to
 the extent of any benefit payments made as a result of the Committee’s good
 faith and reasonable reliance upon information obtained from a Participant as to
 the Participant’s marital status. 



Section 7.04    Delay in Benefit Determination.

If the Committee is unable to determine
 the benefits payable to a Participant or Beneficiary on or before the latest date
 prescribed for payment pursuant to this Section 7, the benefits shall in any event
 be paid within 60 days after they can first be determined.

Section 7.05    Options to Receive and
 Sell Company Stock.

	(a) 
	 	Unless ownership
 of virtually all Company Stock is restricted to active Employees and qualified retirement
 plans for the benefit of Employees pursuant to the certificates of incorporation
 or by-laws of the Employers issuing Company Stock, a terminated Participant or the
 Beneficiary of a deceased Participant may instruct the Committee to distribute the
 Participant’s entire vested interest in his Accounts in the form of Company
 Stock. In that event, the Committee shall apply the Participant’s vested interest
 in his Other Investments Account to purchase sufficient Company Stock to make the
 required distribution. 

	 	 	 
	(b) 
	 	Any Participant
 who receives Company Stock pursuant to this Section 7.05, and any person who has
 received Company Stock from the Plan or from such a Participant by reason of the
 Participant’s death or incompetency, by reason of divorce or separation from
 the Participant, or by reason of a rollover distribution described in Section 402(c)
 of the Code, shall have the right to require the Employer which issued the Company
 Stock to purchase the Company Stock for its current fair market value (hereinafter
 referred to as the “put right”). The put right shall be exercisable by
 written notice to the Committee during the first 60 days after the Company Stock
 is distributed by the Plan, and, if not exercised in that period, during the first
 60 days in the following Plan Year after the Committee has communicated to the Participant
 its determination as to the Company Stock’s current fair market value. If the
 put right is exercised, the Trustee may, if so directed by the Committee in its
 sole discretion, assume the Employer’s rights and obligations with respect
 to purchasing the Company Stock. However, the put right shall not apply to the extent
 that the Company Stock, at the time the put right would otherwise be exercisable,
 may be sold on an established market in accordance with federal and state securities
 laws and regulations. 

	 	 	 
	(c) 
	 	With respect
 to a put right, the Employer or the Trustee, as the case may be, may elect to pay
 for the Company Stock in equal periodic installments, not less frequently than annually,
 over a period not longer than five (5) years from the 30th day after the put right
 is exercised pursuant to paragraph (b) of this Section 7.05, with adequate security
 and interest at a reasonable rate on the unpaid balance, all such terms to be set
 forth in a 



23









	  
	 	promissory
 note delivered to the seller with normal terms as to acceleration upon any uncured
 default.







	(d) 
	 	Nothing contained
 in this Section 7.05 shall be deemed to obligate any Employer to register any Company
 Stock under any federal or state securities law or to create or maintain a public
 market to facilitate the transfer or disposition of any Company Stock. The put right
 described in this Section 7.05 may only be exercised by a person described in paragraph
 (b) of this Section 7.05, and may not be transferred with any Company Stock to any
 other person. As to all Company Stock purchased by the Plan in exchange for any
 Acquisition Loan, the put right must be nonterminable. The put right for Company
 Stock acquired through an Acquisition Loan shall continue with respect to such Company
 Stock after the Acquisition Loan is repaid or the Plan ceases to be an employee
 stock ownership plan. Except as provided above, in accordance with the provisions
 of Sections 54.4975-7(b)(4) of the Treasury Regulations, no Company Stock acquired
 with the proceeds of an Acquisition Loan may be subject to any put, call or other
 option or buy-sell or similar arrangement while held by, and when distributed from,
 the Plan, whether or not the Plan is then an employee stock ownership plan. 



Section 7.06    Restrictions on Disposition
 of Company Stock.

Except in the case of Company Stock which
 is traded on an established market, a Participant who receives Company Stock pursuant
 to this Section 7, and any person who has received Company Stock from the Plan or
 from such a Participant by reason of the Participant’s death or incompetency,
 divorce or separation from the Participant, or a rollover distribution described
 in Section 402(c) of the Code, shall, prior to any sale or other transfer of the
 Company Stock to any other person, first offer the Company Stock to the issuing
 Employer and to the Plan at its current fair market value. This restriction shall
 apply to any transfer, whether voluntary, involuntary, or by operation of law, and
 whether for consideration or gratuitous. Either the Employer or the Trustee may
 accept the offer within 14 days after it is delivered. Any Company Stock distributed
 by the Plan shall bear a conspicuous legend describing the right of first refusal
 under this Section 7.06, as applicable, as well as any other restrictions upon the
 transfer of the Company Stock imposed by federal and state securities laws and regulations.

Section 7.07    Direct Transfer of Eligible
 Plan Distributions.

	(a) 
	 	Notwithstanding
 any provision of the Plan to the contrary that would otherwise limit a distributee’s election under this Section, a distributee (as defined below) may elect to
 have any portion of an eligible rollover distribution (as defined below) paid directly
 to an eligible retirement plan (as defined below) specified by the distributee in
 a direct rollover (as defined below). A “distributee” includes a Participant
 or former Participant. In addition, the Participant’s or former Participant’s surviving spouse and the Participant’s or former Participant’s
 spouse or former spouse who is the alternate payee under a qualified domestic relations
 order, as defined in Section 414(p) of the Code, are distributees with regard to
 the interest of the spouse or former spouse. For purposes of this Section 7.07 a
 “direct rollover” is a payment by the Plan to the eligible retirement
 plan specified by the distributee. 



24












	(b) 
	 	To effect
 such a direct transfer, the distributee must notify the Committee that a direct
 rollover is desired and provide to the Committee sufficient information regarding
 the eligible retirement plan to which the payment is to be made. Such notice shall
 be made in such form and at such time as the Committee may prescribe. Upon receipt
 of such notice, the Committee shall direct the Trustee to make a trustee-to-trustee
 transfer of the eligible rollover distribution to the eligible retirement plan so
 specified. 

	 	 	 
	(c) 
	 	For purposes
 of this Section 7.07, an “eligible rollover distribution” shall have the
 meaning set forth in Section 402(c)(4) of the Code and any Treasury Regulations
 promulgated thereunder. To the extent such meaning is not inconsistent with the
 above references, an eligible rollover distribution shall mean any distribution
 of all or any portion of the Participant’s Account, except that such term shall
 not include any distribution which is one of a series of substantially equal periodic
 payments (not less frequently than annually) made (i) for the life (or life expectancy)
 of the Participant or the joint lives (or joint life expectancies) of the Participant
 and a designated Beneficiary, or (ii) for a period of ten years or more. Further,
 the term “eligible rollover distribution” shall not include any distribution
 required to be made under Section 401(a)(9) of the Code or, the portion of any distribution
 that is not includible in gross income (determined without regard to the exclusions
 for net unrealized appreciation with respect to Company Stock). To the extent applicable
 under the Plan, “eligible rollover distributions” shall also not include
 any hardship distribution described in Section 401(k)(2)(B)(i)(IV) of the Code.
 

	 	 	 
	(d) 
	 	For purposes
 of this Section 7.07, an “eligible retirement plan” shall have the meaning
 set forth in Section 402(c)(8) of the Code and any Treasury Regulations promulgated
 thereunder. To the extent such meaning is not consistent with the above references,
 an eligible retirement plan shall mean: (i) an individual retirement account described
 in Section 408(a) of the Code, (ii) an individual retirement annuity described in
 Section 408(b) of the Code, (iii) an annuity or annuity plan described in Section
 403(a) or Section 403(b) of the Code, (iv) a qualified trust described in Section
 401(a) of the Code, or (v) a governmental plan under Section 457 of the Code that
 accepts the distributee’s eligible rollover distribution. However, in the case
 of an eligible rollover distribution to a surviving spouse, an eligible retirement
 plan means an individual retirement account or individual retirement annuity. 



SECTION 8
Voting of
 Company Stock and Tender Offers

Section 8.01    Voting of Company Stock.

	(a) 
	 	In General. The Trustee shall generally vote all shares of Company Stock held
 in the Trust in accordance with the provisions of this Section 8.01. 

	 	 	 
	(b) 
	 	Allocated
 Shares. Shares of Company Stock which have been allocated to Participants’ Accounts shall be voted by the Trustee in accordance with the Participants’ written instructions. 



25











	(c) 
	 	Uninstructed
 and Unallocated Shares. Shares of Company Stock which have been allocated
 to Participants’ Accounts but for which no written instructions have been received
 by the Trustee regarding voting shall be voted by the Trustee in a manner calculated
 to most accurately reflect the instructions the Trustee has received from Participants
 regarding voting shares of allocated Company Stock. Shares of unallocated Company
 Stock shall also be voted by the Trustee in a manner calculated to most accurately
 reflect the instructions the Trustee has received from Participants regarding voting
 shares of allocated Company Stock. Notwithstanding the preceding two sentences,
 all shares of Company Stock which have been allocated to Participants’ Accounts
 and for which the Trustee has not timely received written instructions regarding
 voting and all unallocated shares of Company Stock must be voted by the Trustee
 in a manner determined by the Trustee to be solely in the best interests of the
 Participants and Beneficiaries. 

	 	 	 
	(d) 
	 	Voting
 Prior to Allocation. In the event no shares of Company Stock have
 been allocated to Participants’ Accounts at the time Company Stock is to be
 voted, each Participant shall be deemed to have one share of Company Stock allocated
 to his Accounts for the sole purpose of providing the Trustee with voting instructions.
 

	 	 	 
	(e) 
	 	Procedure
 and Confidentiality. Whenever such voting rights are to be exercised,
 the Employers, the Committee, and the Trustee shall see that all Participants and
 Beneficiaries are provided with the same notices and other materials as are provided
 to other holders of the Company Stock, and are provided with adequate opportunity
 to deliver their instructions to the Trustee regarding the voting of Company Stock
 allocated to their Accounts or deemed allocated to their Accounts for purposes of
 voting. The instructions of the Participants with respect to the voting of shares
 of Company Stock shall be confidential. 



Section 8.02    Tender Offers.

In the event of a tender offer, Company
 Stock shall be tendered by the Trustee in the same manner set forth in Section 8.01
 of the Plan regarding the voting of Company Stock.

SECTION 9
The Committee
 and Plan Administration

Section 9.01    Identity of the Committee.

The Committee shall consist of three or
 more individuals selected by the Bank. Any individual, including a director, trustee,
 shareholder, officer, or Employee of an Employer, shall be eligible to serve as
 a member of the Committee. The Bank shall have the power to remove any individual
 serving on the Committee at any time without cause upon ten (10) days’ written
 notice to such individual and any individual may resign from the Committee at any
 time without reason upon ten (10) days’ written notice to the Bank. The Bank
 shall notify the Trustee of any change in membership of the Committee.

26











Section 9.02    Authority of Committee.

	(a) 
	 	The Committee
 shall be the “plan administrator” within the meaning of ERISA and shall
 have exclusive responsibility and authority to control and manage the operation
 and administration of the Plan, including the interpretation and application of
 its provisions, except to the extent such responsibility and authority are otherwise
 specifically: 





	 	(i) 
	 	allocated
 to the Bank, the Employers, or the Trustee under the Plan and Trust Agreement; 

	 	 	 	 
	 	(ii) 
	 	delegated
 in writing to other persons by the Bank, the Employers, the Committee, or the Trustee;
 or 

	 	 
	 	 
	 	(iii)
	 	allocated
 to other parties by operation of law. 





	(b) 
	 	The Committee
 shall have exclusive responsibility regarding decisions concerning the payment of
 benefits under the Plan. 

	 	 	 
	(c) 
	 	The Committee
 shall have full investment responsibility with respect to the Investment Fund except
 to the extent, if any, specifically provided for in the Trust Agreement. 

	 	 	 
	(d) 
	 	In the discharge
 of its duties, the Committee may employ accountants, actuaries, legal counsel, and
 other agents (who also may be employed by an Employer or the Trustee in the same
 or some other capacity) and may pay such individuals reasonable compensation and
 expenses for their services rendered with respect to the operation or administration
 of the Plan, to the extent such payments are not otherwise prohibited by law. 



Section 9.03    Duties of Committee.

	(a) 
	 	The Committee
 shall keep whatever records may be necessary in connection with the maintenance
 of the Plan and shall furnish to the Employers whatever reports may be required
 from time to time by the Employers. The Committee shall furnish to the Trustee whatever
 information may be necessary to properly administer the Trust. The Committee shall
 see to the filing with the appropriate government agencies of all reports and returns
 required with respect to the Plan under ERISA, the Code and other applicable laws
 and regulations. 

	 	 	 
	(b) 
	 	The Committee
 shall have exclusive responsibility and authority with respect to the Plan’s
 holdings of Company Stock and shall direct the Trustee in all respects regarding
 the purchase, retention, sale, exchange, and pledge of Company Stock and the creation
 and satisfaction of any Acquisition Loan to the extent such responsibilities are
 not set forth in the Trust Agreement. 

	 	 	 
	(c) 
	 	The Committee
 shall at all times act consistently with the Bank’s long-term intention that
 the Plan, as an employee stock ownership plan, be invested primarily in Company
 Stock. Subject to the direction of the Committee with respect to any Acquisition
 Loan pursuant 



27











	 	 	to the provisions
 of Section 4.03 of the Plan, and subject to the provisions of Sections 7.05 and
 11.04 of the Plan as to Participants’ rights under certain circumstances to
 have their Accounts invested in Company Stock or in assets other than Company Stock,
 the Committee shall determine, in its sole discretion, the extent to which assets
 of the Trust shall be used to repay any Acquisition Loan, to purchase Company Stock,
 or to invest in other assets selected by the Committee or an investment manager.
 No provision of the Plan relating to the allocation or vesting of any interests
 in Company Stock or investments other than Company Stock shall restrict the Committee
 from changing any holdings of the Trust Fund, whether the changes involve an increase
 or a decrease in the Company Stock or other assets credited to Participants’
 Accounts. In determining the proper extent of the Trust Fund’s investment in
 Company Stock, the Committee shall be authorized to employ investment counsel, legal
 counsel, appraisers, and other agents and to pay their reasonable compensation and
 expenses to the extent such payments are not prohibited by law. 

	 	 	 
	(d) 
	 	If the valuation
 of any Company Stock is not established by reported trading on a generally recognized
 public market, then the Committee shall have the exclusive authority and responsibility
 to determine the value of the Company Stock for all purposes under the Plan. Such
 value shall be determined as of each Valuation Date and on any other date as of
 which the Trustee purchases or sells Company Stock in a manner consistent with Section
 4975 of the Code and the Treasury Regulations issued thereunder. The Committee shall
 use generally accepted methods of valuing stock of similar corporations for purposes
 of arm’s length business and investment transactions, and in this connection
 the Committee shall obtain, and shall be protected in relying upon, the valuation
 of Company Stock as determined by an independent appraiser (as defined in Section
 401(a)(28)(c) of the Code). 



Section 9.04    Compliance with ERISA
 and the Code.

The Committee shall perform all acts necessary
 to ensure the Plan’s compliance with ERISA and the Code. Each individual member
 of the Committee shall discharge his duties in good faith and in accordance with
 the applicable requirements of ERISA and the Code.

Section 9.05    Action by Committee.

All actions of the Committee shall be governed
 by the affirmative vote of a majority of the total number of Committee members.
 The members of the Committee may meet informally and may take any action without
 meeting as a group.

Section 9.06    Execution of Documents.

Any instrument to be executed by the Committee
 may be signed by any member of the Committee.

28










Section 9.07    Adoption of Rules.

The Committee shall adopt such rules and
 regulations of uniform applicability as it deems necessary or appropriate for the
 proper operation, administration and interpretation of the Plan.

Section 9.08    Responsibilities to Participants.

The Committee shall determine which Employees
 qualify to participate in the Plan. The Committee shall furnish to each Eligible
 Employee whatever summary plan descriptions, summary annual reports, and other notices
 and information that may be required under ERISA. The Committee also shall determine
 when a Participant or his Beneficiary qualifies for the payment of benefits under
 the Plan. The Committee shall furnish to each such Participant or Beneficiary whatever
 information is required under ERISA or the Code (or is otherwise appropriate) to
 enable the Participant or Beneficiary to make whatever elections may be available
 pursuant to Section 7, and the Committee shall provide for the payment of benefits
 in the proper form and amount from the Trust. The Committee may decide in its sole
 discretion to permit modifications of elections and to defer or accelerate benefits
 to the extent consistent with the terms of the Plan, applicable law, and the best
 interests of the individuals concerned.

Section 9.09    Alternative Payees in
 Event of Incapacity.

If the Committee finds at any time that
 an individual qualifying for benefits under this Plan is a minor or is incompetent,
 the Committee may direct the benefits to be paid, in the case of a minor, to his
 parents, his legal guardian, a custodian for him under the Uniform Transfers to
 Minors Act, or the person having actual custody of him, or, in the case of an incompetent,
 to his spouse, his legal guardian, or the person having actual custody of him. The
 Committee and the Trustee shall not be obligated to inquire as to the actual use
 of the funds by the person receiving them under this Section 9.09, and any such
 payment shall completely discharge the obligations of the Plan, the Trustee, the
 Committee, and the Employers to the extent of the payment.

Section 9.10    Indemnification by Employers.

Except as separately agreed upon in writing,
 the Committee, and any member or employee of the Committee, shall be indemnified
 and held harmless by the Employers, jointly and severally, to the fullest extent
 permitted by law, against any and all costs, damages, expenses, and liabilities
 reasonably incurred by or imposed upon the Committee or such individual in connection
 with any claim made against the Committee or such individual, or in which the Committee
 or such individual may be involved by reason of being, or having been, the Committee,
 or a member or employee of the Committee, to the extent such amounts are not paid
 by insurance.

Section 9.11    Abstention by Interested
 Member.

Any member of the Committee who is also
 a Participant in the Plan shall take no part in any determination specifically relating
 to his own participation or benefits under the Plan, unless an abstention would
 render the Committee incapable of acting on the matter.

29











SECTION 10
Rules Governing Benefit
 Claims

Section 10.01     Claim for Benefits.

Any Participant or Beneficiary who qualifies
 for the payment of benefits shall file a claim for benefits with the Committee on
 a form provided by the Committee. The claim, including any election of an alternative
 benefit form, shall be filed at least 30 days before the date on which the benefits
 are to begin. If a Participant or Beneficiary fails to file a claim by the 30th
 day before the date on which benefits become payable, he shall be presumed to have
 filed a claim for payment for the Participant’s benefits in the standard form
 prescribed by Section 7 of the Plan.

Section 10.02     Notification by
 Committee.

Within 90 days after receiving a claim for
 benefits (or within 180 days, if special circumstances require an extension of time
 and written notice of the extension is given to the Participant or Beneficiary within
 90 days after receiving the claim for benefits), the Committee shall notify the
 Participant or Beneficiary whether the claim has been approved or denied. If the
 Committee denies a claim in any respect, the Committee shall set forth in a written
 notice to the Participant or Beneficiary:

	(a)	 	each specific
 reason for the denial;
	 	 	 
	(b)	 	specific references
 to the pertinent Plan provisions on which the denial is based;

	 	 	 
	(c)	 	a description
 of any additional material or information which could be submitted by the Participant
 or Beneficiary to support his claim, with an explanation of the relevance of such
 information; and

	 	 	 
	(d)	 	an explanation
 of the claims review procedures set forth in Section 10.03 of the Plan.



Section 10.03     Claims Review Procedure.


Within 60 days after a Participant or Beneficiary
 receives notice from the Committee that his claim for benefits has been denied in
 any respect, he may file with the Committee a written notice of appeal setting forth
 his reasons for disputing the Committee’s determination. In connection with
 his appeal, the Participant or Beneficiary or his representative may inspect or
 purchase copies of pertinent documents and records to the extent not inconsistent
 with other Participants’ and Beneficiaries’ rights of privacy. Within
 60 days after receiving a notice of appeal from a prior determination (or within
 120 days, if special circumstances require an extension of time and written notice
 of the extension is given to the Participant or Beneficiary and his representative
 within 60 days after receiving the notice of appeal), the Committee shall furnish
 to the Participant or Beneficiary and his representative, if any, a written statement
 of the Committee’s final decision with respect to his claim, including the
 reasons for such decision and the particular Plan provisions upon which it is based.

30










SECTION 11
The Trust

Section 11.01     Creation of Trust
 Fund.

All amounts received under the Plan from
 an Employer and investments shall be held in a Trust Fund pursuant to the terms
 of this Plan and the Trust Agreement. The benefits described in this Plan shall
 be payable only from the assets of the Trust Fund. Neither the Bank, any other Employer,
 its board of directors or trustees, its stockholders, its officers, its employees,
 the Committee, nor the Trustee shall be liable for payment of any benefit under
 this Plan except from the Trust Fund.


Section 11.02     Company Stock and
 Other Investments.

The Trust Fund held by the Trustee shall
 be divided into Company Stock and investments other than Company Stock. The Trustee
 shall have no investment responsibility for the portion of the Trust Fund consisting
 of Company Stock, but shall accept any Employer contributions made in the form of
 Company Stock, and shall acquire, sell, exchange, distribute, and otherwise deal
 with and dispose of Company Stock in accordance with the instructions of the Committee.

Section 11.03     Acquisition of
 Company Stock.

From time to time the Committee may, in
 its sole discretion, direct the Trustee to acquire Company Stock from the issuing
 Employer or from shareholders, including shareholders who are or have been Employees,
 Participants, or fiduciaries with respect to the Plan. The Trustee shall pay for
 such Company Stock no more than its fair market value, which shall be determined
 conclusively by the Committee pursuant to Section 9.03(d) of the Plan. The Committee
 may direct the Trustee to finance the acquisition of Company Stock through an Acquisition
 Loan subject to the provisions of Section 4.03 of the Plan.

Section 11.04     Participants’
 Option to Diversify.

The Committee shall establish a procedure
 under which each Participant may, during the first five years of a certain six-year
 period, elect to have up to 25 percent of the value of his Accounts committed to
 alternative investment options within an “Investment Fund.” For the sixth
 year in this period, the Participant may elect to have up to 50 percent of the value
 of his Accounts committed to other investments. The six-year period shall begin
 with the Plan Year following the first Plan Year in which the Participant has both
 reached age 55 and completed 10 years of participation in the Plan; a Participant’s election to diversify his Accounts must be made within the 90-day period
 immediately following the last day of each of the six Plan Years. The Committee
 shall see that the Investment Fund includes a sufficient number of investment options
 to comply with Section 401(a)(28)(B) of the Code. The Committee may, in its discretion,
 permit a transfer of a portion of the Participant’s Accounts to the East Boston
 Savings Bank 401(k) Profit Sharing Plan in order to satisfy this Section 11.04,
 provided such investments comply with Section 401(a)(28)(B) of the Code and such
 transfer is not otherwise prohibited under the Code or ERISA. The Trustee shall
 comply with any investment directions received from Participants 

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in accordance with
 the procedures adopted from time to time by the Committee under this Section 11.04.



SECTION 12
Adoption, Amendment and
 Termination

Section 12.01     Adoption of Plan
 by Other Employers.

With the consent of the Bank, any entity
 may become a participating Employer under the Plan by:

	(a)	 	taking such
 action as shall be necessary to adopt the Plan;
	 	 	 
	(b)	 	becoming a
 party to the Trust Agreement establishing the Trust Fund; and
	 	 	 
	(c)	 	executing
 and delivering such instruments and taking such other action as may be necessary
 or desirable to put the Plan into effect with respect to the entity’s Employees.



Section 12.02     Adoption of Plan
 by Successor.

In the event that any Employer shall be
 reorganized by way of merger, consolidation, transfer of assets or otherwise, so
 that an entity other than an Employer shall succeed to all or substantially all
 of the Employer’s business, the successor entity may be substituted for the
 Employer under the Plan by adopting the Plan and becoming a party to the Trust Agreement.
 Contributions by the Employer shall be automatically suspended from the effective
 date of any such reorganization until the date upon which the substitution of the
 successor entity for the Employer under the Plan becomes effective. If, within 90
 days following the effective date of any such reorganization, the successor entity
 shall not have elected to become a party to the Plan, or if the Employer shall adopt
 a plan of complete liquidation other than in connection with a reorganization, the
 Plan shall be automatically terminated with respect to Employees of the Employer
 as of the close of business on the 90th day following the effective date of the
 reorganization, or as of the close of business on the date of adoption of a plan
 of complete liquidation, as the case may be.

Section 12.03     Plan Adoption Subject
 to Qualification.

Notwithstanding any other provision of the
 Plan, the adoption of the Plan and the execution of the Trust Agreement are conditioned
 upon their being determined initially by the Internal Revenue Service to meet the
 qualification requirements of Section 401(a) of the Code, so that the Employers
 may deduct currently for federal income tax purposes their contributions to the
 Trust and so that the Participants may exclude the contributions from their gross
 income and recognize income only when they receive benefits. In the event that this
 Plan is held by the Internal Revenue Service not to qualify initially under Section
 401(a) of the Code, the Plan may be amended retroactively to the earliest date permitted
 by the Code and the applicable Treasury Regulations in order to secure qualification
 under Section 401(a) of the Code. If this Plan is held by the Internal Revenue Service
 not to qualify initially under Section 401(a) of the Code either as

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originally adopted or as amended, each Employer’s contributions to the Trust under this Plan (including any earnings thereon)
 shall be returned to it and this Plan shall be terminated. In the event that this
 Plan is amended after its initial qualification, and the Plan, as amended, is held
 by the Internal Revenue Service not to qualify under Section 401(a) of the Code,
 the amendment may be modified retroactively to the earliest date permitted by the
 Code and the applicable Treasury Regulations in order to secure approval of the
 amendment under Section 401(a) of the Code.

Section 12.04     Right to Amend
 or Terminate.

	(a)	 	The Bank intends
 to continue this Plan as a permanent program. However, each participating Employer
 separately reserves the right to suspend, supersede, or terminate the Plan at any
 time and for any reason, as it applies to that Employer’s Employees, and the
 Bank reserves the right to amend, suspend, supersede, merge, consolidate, or terminate
 the Plan at any time and for any reason, as it applies to the Employees of all Employers.

	 	 	 
	(b)	 	No amendment,
 suspension, supersession, merger, consolidation, or termination of the Plan shall
 reduce any Participant’s or Beneficiary’s proportionate interest in the
 Trust Fund, or shall divert any portion of the Trust Fund to purposes other than
 the exclusive benefit of the Participants and their Beneficiaries prior to the satisfaction
 of all liabilities under the Plan. Except as is required for purposes of compliance
 with the Code or ERISA, neither the provisions of Section 5.04 relating to the crediting
 of contributions, forfeitures and shares of Company Stock released from the Loan
 Suspense Account, nor any other provision of the Plan relating to the allocation
 of benefits to Participants, may be amended more frequently than once every six
 months. Moreover, there shall not be any transfer of assets to a successor plan
 or merger or consolidation with another plan unless, in the event of the termination
 of the successor plan or the surviving plan immediately following such transfer,
 merger, or consolidation, each participant or beneficiary would be entitled to a
 benefit equal to or greater than the benefit he would have been entitled to if the
 plan in which he was previously a participant or beneficiary had terminated immediately
 prior to such transfer, merger, or consolidation. Following a termination of this
 Plan by the Bank, the Trustee shall continue to administer the Trust and pay benefits
 in accordance with the Plan and the Committee’s instructions.

	 	 	 
	(c)	 	In the event
 of a Change in Control, the Plan shall be terminated and allocations made to Participants
 in accordance with the provisions of Section 5.08 of the Plan.



SECTION 13
General Provisions

Section 13.01     Nonassignability
 of Benefits.

The interests of Participants and other
 persons entitled to benefits under the Plan shall not be subject to the claims of
 their creditors and may not be voluntarily or involuntarily assigned, alienated,
 pledged, encumbered, sold, or transferred. The prohibitions set forth in this Section

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13.01 shall also apply to any judgment,
 decree, or order (including approval of a property or settlement agreement) which
 relates to the provision of child support, alimony, or property rights to a present
 or former spouse, child, or other dependent of a Participant pursuant to a domestic
 relations order, unless such judgment, decree or order is determined to be a “qualified
 domestic relations order” as defined in Section 414(p) of the Code.

Section 13.02     Limit of Employer
 Liability.

The liability of the Employers with respect
 to Participants and other persons entitled to benefits under the Plan shall be limited
 to making contributions to the Trust from time to time, in accordance with Section
 4 of the Plan.

Section 13.03     Plan Expenses.

All expenses incurred by the Committee or
 the Trustee in connection with administering the Plan and Trust shall be paid by
 the Trustee from the Trust Fund to the extent the expenses have not been paid or
 assumed by the Employer.

Section 13.04     Nondiversion of
 Assets.

Except as provided in Sections 5.05 and
 12.03 of the Plan, under no circumstances shall any portion of the Trust Fund be
 diverted to or used for any purpose other than the exclusive benefit of Participants
 and their Beneficiaries prior to the satisfaction of all liabilities under the Plan.

Section 13.05     Separability of
 Provisions.

If any provision of the Plan is held to
 be invalid or unenforceable, the other provisions of the Plan shall not be affected
 but shall be applied as if the invalid or unenforceable provision had not been included
 in the Plan.

Section 13.06     Service of Process.


The agent for the service of process upon
 the Plan shall be the Chairman of the Board of the Bank and the Trustee, or such
 other person as may be designated from time to time by the Bank.

Section 13.07     Governing Law.

The Plan is established under, and its validity,
 construction and effect shall be governed by the laws of the Commonwealth of Massachusetts
 to the extent those laws are not preempted by federal law, including the provisions
 of ERISA.

Section 13.08     Special Rules for
 Persons Subject to Section 16(b) Requirements.

Notwithstanding anything herein to the contrary,
 any former Participant who is subject to the provisions of Section 16(b) of the
 Securities Exchange Act of 1934, who becomes eligible to again participate in the
 Plan, may not become a Participant prior to the date that is six months

34










from the date such former Participant terminated
 participation in the Plan. In addition, any person subject to the provisions of
 Section 16(b) of the Securities Exchange Act of 1934 Act receiving a distribution
 of Company Stock from the Plan must hold such Company Stock for a period of six
 months, commencing with the date of distribution. However, this restriction will
 not apply to Company Stock distributions made in connection with death, retirement,
 Disability or termination of employment, or made pursuant to the terms of a qualified
 domestic relations order.

Section 13.09     Military Service.


Notwithstanding any other provision of this
 Plan to the contrary, contributions, benefits and Service credit with respect to
 qualified military service will be provided in accordance with Section 414(u) of
 the Code.

SECTION 14
Top-Heavy Provisions

Section 14.01     Top-Heavy Provisions.


If, as of the last day of the first Plan
 Year, or thereafter, if as of the day next preceding the beginning of any Plan Year
 (the “Determination Date”), the Plan is a “top-heavy plan” (determined
 in accordance with the provisions of Section 416(g) of the Code), that is, the aggregate
 present value of the accrued benefits and account balances of all “Key Employees” (within the meaning of Section 416(i) of the Code, and for this purpose using
 the definition of Compensation, as modified under Section 5.05(b) of the Plan) and
 their Beneficiaries, exceeds sixty percent (60%) of the aggregate present value
 of the accrued benefits and account balances of all employees and their beneficiaries,
 the provision specified in this Section 14 will automatically become effective as
 of the first day of the Plan Year. This calculation shall be made in accordance
 with Section 416(g) of the Code, taking into consideration plans which are considered
 part of the Aggregation Group. The term “Aggregation Group” shall include
 each plan of the Bank or any of its Affiliates that includes a Key Employee and
 each plan of the Bank or any of its Affiliates that allows the Plan to meet the
 requirements of Section 401(a)(4) of the Code or Section 410 of the Code and may
 include any other plan of the Bank or any of its Affiliates, if the Aggregation
 Group would continue to meet the requirements of Sections 401(a)(4) and 410 of the
 Code.

Section 14.02     Plan Modifications
 Upon Becoming Top-Heavy.

	(a)	 	Minimum
 Accruals. Section 5.04 of the Plan will be modified to provide that
 the aggregate amount of Employer contributions allocated in each Plan Year to the
 Accounts of each Participant who is a non-Key Employee (as defined under Section
 416(i)(1) of the Code), and who is employed by an Employer as of the last day of
 the Plan Year, may not be less than the lesser of:




	 	(i)	 	three percent
 of his Compensation for the Plan Year; and


35










	 	(ii)	 	a percentage
 of his Compensation equal to the largest percentage obtained by dividing the sum
 of the amount credited to the Accounts of any Key Employee by that Key Employee’s Compensation.




	(b)	 	The preceding
 provision will remain in effect for the period in which the Plan is top-heavy.
 If, for any particular year thereafter, the Plan is no longer top-heavy, the provisions
 contained in this Section 14.02 shall cease to apply, except that any previously
 vested portion of any Account balance shall remain nonforfeitable.



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