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        EXHIBIT 10.1   LIBERTY BANCORP, INC. 2003 INCENTIVE EQUITY AND DEFERRED
                       COMPENSATION PLAN, AS AMENDED AND RESTATED



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                              LIBERTY BANCORP, INC.
                              2003 INCENTIVE EQUITY
                                       AND
                           DEFERRED COMPENSATION PLAN
                            (AS AMENDED AND RESTATED)


                                    ARTICLE 1
                                     PURPOSE

         1.1    GENERAL. The purpose of the Liberty Bancorp, Inc. 2003 Incentive
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Equity and Deferred Compensation Plan, as amended and restated (the "Plan") is
to promote the success and enhance the value of the Bank and Liberty Bancorp,
Inc. by linking the personal interests of the members of the Board and the
Bank's employees, officers and executives to those of Holding Company
shareholders and by providing such individuals with an incentive for outstanding
performance in order to generate superior returns to shareholders of the Holding
Company. The Plan is further intended to provide flexibility to the Bank and the
Holding Company in its ability to motivate, attract, and retain the services of
members of the Board, employees, officers, and executives of the Bank and the
Holding Company upon whose judgment, interest, and special effort the successful
conduct of the Bank's and the Holding Company's operation are largely dependent.

                                    ARTICLE 2
                             EFFECTIVE DATE AND TERM

         2.1    EFFECTIVE DATE. The Plan originally became effective on January
             --------------
21, 2004, and is amended and restated in its entirety effective July 21, 2006.

         2.2    TERM. Unless sooner terminated by the Board, the Plan shall
                ----
terminate on the tenth (10th) anniversary of the Effective Date, and no Awards
may be granted under the Plan thereafter. The termination of the Plan shall not
affect any Award that is outstanding on the termination date, without the
consent of the Participant.

                                    ARTICLE 3
                          DEFINITIONS AND CONSTRUCTION

         3.1    DEFINITIONS. When a word or phrase appears in this Plan with the
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initial letter capitalized, and the word or phrase does not commence a sentence,
the word or phrase shall generally be given the meaning ascribed to it in this
Section or in Sections 1.1 or 2.1 unless a clearly different meaning is required
by the context. The following words and phrases shall have the following
meanings:

                  (a)   "Award" means any Option, Stock Appreciation Right,
Restricted Stock Award, Unrestricted Stock Award, or Performance-Based Award
granted to a Participant under the Plan.

                  (b)   "Award Agreement" means a writing, in such form as the
Committee in its discretion shall prescribe, evidencing an Award.

                  (c)   "Bank" means BankLiberty

                  (d)   "Board" means the Board of Directors of the Holding
Company.

                  (e)   "Cause" means, in the good faith determination of the
Board, the Participant's personal dishonesty, incompetence, willful misconduct,
breach of fiduciary duty involving personal profit, intentional failure to
perform stated duties, or willful violation of any law, rule or regulation
(other than traffic violations or similar offenses) or final cease-and-desist
order. No act, or failure to act, on the Participant's part shall be considered
"willful" unless he has acted, or failed to act, with an absence of good faith
and without a reasonable belief that his action or failure to act was in the
best interest of the Bank.

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                  (f)   "Change in Control" means any of the following events:

                        (i)   Merger: The Holding Company merges into or
                              ------
consolidates with another corporation, or merges another corporation into the
Holding 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 Holding Company immediately
before the merger or consolidation.

                        (ii)  Acquisition of Significant Share Ownership:
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There is filed or required to be filed 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 of
25% or more of a class of the Holding Company's voting securities, but this
clause (ii) shall not apply to beneficial ownership of Holding Company voting
shares held in a fiduciary capacity by an entity of which the Holding Company
directly or indirectly beneficially owns 50% or more of its outstanding voting
securities.

                           (iii) Change in Board Composition: During any period
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of two consecutive years, individuals who constitute the Holding 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 Holding 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

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


                  (g) "Code" means the Internal Revenue Code of 1986, as
amended, and regulations promulgated thereunder.

                  (h) "Committee" means the committee of the Board described in
Article 4.

                  (i) "Common Stock" means the common stock, par value $1.00 per
share, of the Bank.

                  (j) "Covered Employee" means an Employee who is a "covered
employee" within the meaning of Section 162(m) of the Code.

                  (k) "Deferred Compensation Account" means the bookkeeping
account established for each Participant pursuant to Section 12.2 of this Plan.

                  (l) "Disability" shall have the meaning set forth in Section
22(e)(3) of the Code.

                  (m) "Distribution Event" means an event as a result of which a
Participant is entitled to receive the balance of his or her Deferred
Compensation Account pursuant to Section 12.3 of this Plan, namely (i) with
respect to a Participant who is an employee of the Bank and the portion of his
or her Deferred Compensation Account attributable to an Award or other
compensation earned as an employee, the date the Participant terminates his or
her employment with the Bank, and (ii) with respect a Participant who is a
member of the Board and the portion of his or her Deferred Compensation Account
attributable to an Award or other compensation earned as a member of the Board,
the earlier of (A) the date the Participant terminates his or her service as a
member of the Board, or (B) the Participant's attainment of the age specified
(not younger than age 55) in an election form filed by the Participant with the
Committee at such time as he or she first becomes eligible to defer compensation
pursuant to Article 12 of this Plan.

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                  (n) "Exchange Act" means the Securities Exchange Act of 1934,
as amended, and the regulations promulgated thereunder, as administered by the
OTS.

                  (o) "Fair Market Value" means, as of any given date, the fair
market value of Stock on a particular date determined in accordance with the
requirements of Section 422 of the Code.

                  (p) "Holding Company" means Liberty Bancorp, Inc. or any
successor thereto.

                  (q) "Incentive Stock Option" means an Option that is intended
to meet the requirements of Section 422 of the Code or any successor provision
thereto.

                  (r) "Non-Employee Director" means a member of the Board who
qualifies as a "Non-Employee Director" as defined in Rule 16b-3(b)(3) under the
Exchange Act, or any successor definition adopted by the Board.

                  (s) "Non-Qualified Stock Option" means an Option that is not
intended to be an Incentive Stock Option.

                  (t) "OTS" means the Office of Thrift Supervision of the United
States Department of the Treasury.

                  (u) "Option" means a right granted to a Participant under
Article 7 of the Plan to purchase Stock at a specified price during specified
time periods. An Option may be either an Incentive Stock Option or a
Non-Qualified Stock Option.

                  (v) "Participant" means a person who, as a member of the
Board, an employee, officer, or executive of the Bank, has been granted an Award
under the Plan, or who has been designated as eligible to make an election to
defer compensation under this Plan.

                  (w) "Performance-Based Awards" means Stock Awards granted to
selected Covered Employees pursuant to Article 9, but which are subject to the
terms and conditions set forth in Article 10. All Performance-Based Awards are
intended to qualify as "performance-based compensation" under Section 162(m) of
the Code.

                  (x) "Performance Criteria" means the criteria that the
Committee selects for purposes of establishing the Performance Goal or
Performance Goals for a Participant for a Performance Period. The Performance
Criteria that will be used to establish Performance Goals may include, but shall
not be limited to, one or more of the following: pre- or after-tax net earnings,
sales growth, operating earnings, operating cash flow, working capital, return
on net assets, return on stockholders' equity, return on assets, return on
capital, Stock price growth, stockholder returns, gross or net profit margin,
earnings per share, price per share of Stock, and market share, any of which may
be measured either in absolute terms or as compared to any incremental increase
or as compared to results of a peer group. The Committee shall, within the time
prescribed by Section 162(m) of the Code, define in an objective fashion the
manner of calculating the Performance Criteria it selects to use for such
Performance Period for such Participant.

                  (y) "Performance Goals" means, for a Performance Period, the
goals established in writing by the Committee for the Performance Period based
upon the Performance Criteria. Depending on the Performance Criteria used to
establish such Performance Goals, the Performance Goals may be expressed in
terms of overall Bank performance or the performance of a division, business
unit, or an individual. The Committee, in its discretion, may, within the time
prescribed by Section 162(m) of the Code, adjust or modify the calculation of
Performance Goals for such Performance Period in order to prevent the dilution
or enlargement of the rights of Participants (i) in the event of, or in
anticipation of, any unusual or extraordinary corporate item, transaction,
event, or development, or (ii) in recognition of, or in anticipation of, any
other unusual or nonrecurring events affecting the Bank, or the financial
statements of the Bank, or in response to, or in anticipation of, changes in
applicable laws, regulations, accounting principles, or business conditions.


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                  (z) "Performance Period" means the one or more periods of
time, which may be of varying and overlapping durations, as the Committee may
select, over which the attainment of one or more Performance Goals will be
measured for the purpose of determining a Participant's right to, and the
payment of, a Performance-Based Award.

                  (aa) "Plan" means the Liberty Bancorp, Inc. 2003 Incentive
Equity and Deferred Compensation Plan, as amended and restated as set forth
herein.

                  (bb) "Restricted Stock Award" means Stock granted to a
Participant under Article 9 that is subject to certain restrictions and to risk
of forfeiture.

                  (cc) "Section 409A" means Section 409A of the Internal Revenue
Code and Department of Treasury regulations and other interpretive guidance
issued thereunder, including without limitation, Notice 2005-1 and any
regulations and other interpretive guidance that may be issued after the
effective date of the restatement of this Plan.

                  (dd) "Stock" means the Common Stock of the Holding Company and
such other securities of the Bank that may be substituted for Stock pursuant to
Article 13.

                  (ee) "Stock Appreciation Right" or "SAR" means a right granted
to a Participant under Article 8 to receive a payment equal to the difference
between the Fair Market Value of a share of Stock as of the date of exercise of
the SAR over the grant price of the SAR, all as determined pursuant to Article
8.

                  (ff) "Stock Award" means a Restricted Stock Award or an
Unrestricted Stock Award.

                  (gg) "Unrestricted Stock Award" means Stock granted to a
Participant under Article 9 that is not subject to restrictions or a risk of
forfeiture.

                                    ARTICLE 4
                                 ADMINISTRATION

         4.1  COMMITTEE. The Plan shall be administered by a Committee appointed
              ---------
by, and which serves at the discretion of, the Board. The Committee shall
consist of at least two individuals, each of whom qualifies as a Non-Employee
Director. To the extent necessary or desirable each member of the Committee
shall also qualify as an "outside director" under Code Section 162(m) and the
regulations issued thereunder. The members of the Committee shall meet such
additional criteria as may be necessary or desirable to comply with regulatory
or stock exchange rules or exemptions. The Holding Company will pay all
reasonable expenses of the Committee.

         4.2  AUTHORITY OF COMMITTEE.  Subject to any specific designation in
              ----------------------
the Plan, the Committee has the exclusive power, authority and discretion to:

                  (a)  Designate Participants to receive Awards;

                  (b)  Determine the type or types of Awards to be granted to
each Participant;

                  (c)  Determine the number of Awards to be granted and the
number of shares of Stock to which an Award  will relate;

                  (d)  Determine the terms and conditions of any Award granted
under the Plan including but not limited to, the exercise price, grant price, or
purchase price, any restrictions or limitations on the Award, any schedule for
lapse of forfeiture restrictions or restrictions on the exercisability of an
Award, and accelerations or waivers thereof, based in each case on such
considerations as the Committee in its sole discretion determines;

<PAGE>


                   (e) Amend, modify, or terminate any outstanding Award, with
the Participant's consent unless the Committee has the authority to amend,
modify, or terminate an Award without the Participant's consent under any other
provision of the Plan.

                  (f)  Determine whether, to what extent, and under what
circumstances an Award may be settled in, or the exercise price of an Award may
be paid in, cash, Stock, other Awards, or other property, or an Award may be
canceled, forfeited, or surrendered;

                  (g)  Prescribe the form of each Award Agreement, which need
not be identical for each Participant;

                  (h)  Decide all other matters that must be determined in
connection with an Award;

                  (i)  Establish, adopt, revise, amend or rescind any
guidelines, rules and regulations as it may deem necessary or advisable to
administer the Plan;

                  (j)  Interpret the terms of, and rule on any matter arising
under, the Plan or any Award Agreement;

                  (k)  Make all other decisions and determinations that may be
required under the Plan or as the Committee deems necessary or advisable to
administer the Plan, including but not limited to, the determination of whether
and to what extent any Performance Goals have been achieved; and

                  (l)  Retain counsel, accountants and other consultants to aid
in exercising its powers and carrying out its duties under the Plan.

         4.3  DECISIONS BINDING. The Committee's interpretation of the Plan, any
              -----------------
Awards granted under the Plan, any Award Agreement and all decisions and
determinations by the Committee with respect to the Plan shall be final,
binding, and conclusive on all parties and any other persons claiming an
interest in any Award or under the Plan.

                                    ARTICLE 5
                           SHARES SUBJECT TO THE PLAN

         5.1  NUMBER OF SHARES.  Subject to adjustment provided in Section 13.1,
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the aggregate number of shares of Stock reserved and available for grant under
the Plan shall be 234,957.

         5.2  LAPSED AWARDS. To the extent that an Award terminates, is
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cancelled, expires, lapses or is forfeited for any reason, including, but not
limited to, the failure to achieve any Performance Goals, any shares of Stock
subject to the Award will again be available for the grant of an Award under the
Plan.

         5.3  STOCK DISTRIBUTED. Any Stock distributed pursuant to an Award may
              -----------------
consist, in whole or in part, of authorized and unissued Stock, treasury Stock
or Stock purchased on the open market.

         5.4  LIMITATION ON NUMBER OF SHARES SUBJECT TO AWARDS. Notwithstanding
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any provision in the Plan to the contrary, and subject to the adjustment in
Section 13.1, the maximum number of shares of Stock with respect to Options and
Stock Appreciation Rights that may be granted to any one Participant during the
Holding Company's fiscal year shall be 46,991.


<PAGE>

                                    ARTICLE 6
                          ELIGIBILITY AND PARTICIPATION

         6.1  ELIGIBILITY. Persons eligible to participate in this Plan include
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all members of the Board and any key executive of the Bank or the Holding
Company (which term shall be deemed to include among others, the president, any
vice president, secretary, treasurer or any manager in charge of a principal
business unit, division or function (such as sales, administration or finance),
any other officer who performs a policy making function, or any other person who
performs similar policy making functions for the Holding Company or any of its
subsidiaries) and who on the date of any Award is in the employ of the Holding
Company or one of its then subsidiary corporations, as defined in Section 424 of
the Code.

         6.2  ACTUAL PARTICIPATION. Subject to the provisions of the Plan, the
              --------------------
Committee may, from time to time, select from among all eligible individuals,
those to whom Awards shall be granted and shall determine the nature and amount
of each Award. No individual shall have any right to be granted an Award under
this Plan.

                                    ARTICLE 7
                                  STOCK OPTIONS

         7.1  GENERAL.  The Committee is authorized to grant Options to
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Participants on the following terms and conditions:

                   (a)  EXERCISE PRICE.  The exercise price per share of Stock
under an Option shall be the Fair Market Value as of the date of grant.

                   (b)  TIME AND CONDITIONS OF EXERCISE. Except as provided
herein, the Committee shall determine the time or times at which an Option may
be exercised in whole or in part. The Committee shall also determine the
performance or other conditions, if any, that must be satisfied before all or
part of an Option may be exercised. An Option will lapse immediately if a
Participant's employment or Board service is terminated for Cause.

                         (1) The Option of any Participant whose employment or
Board service is terminated for any reason, other than for death, Disability or
Cause shall be exercisable to the extent provided therein, through the earlier
of the date which is three months after termination of employment or the date
that such Option expires in accordance with its terms, and shall expire
thereafter.

                         (2)  In the event of the death of a Participant while
an employee of the Bank or member of the Board or within three months after the
termination of employment or Board service of the Participant for other than
Cause, or in the event of the termination of employment or Board service by a
Participant for Disability, the Option may be exercised as follows:

                                    (A) In the event of the death of a
Participant during employment or Board service or the death of the Participant
within three months after the termination of employment or Board service for
other than Cause, each Option granted to such Participant shall be exercisable
to the extent provided therein but not later than one year after his or her
death (but not beyond the stated duration of the Option). Any such exercise
shall be made only by or to the executor or administrator of the estate of the
deceased Participant or person or persons to whom the deceased Participant's
rights under the Option shall pass by will or the laws of descent and
distribution and to the extent, if any, that the deceased Participant was
entitled at the date of his or her death.

<PAGE>

                                    (B) In the case of a Participant whose
employment or Board service is terminated on account of Disability, the Option
shall be exercisable or payable to the extent provided therein on the earlier of
one year after termination of employment or Board service or the date that such
Option expires in accordance with its terms. During such period, the Option may
be exercised by the Participant with respect to the same number of shares, in
the same manner and to the same extent as if the Participant had continued
employment or Board service during such period.

                           (3)      Each Option granted under the Plan shall, by
its terms, not be transferable otherwise than by will or the laws of descent and
distribution. Notwithstanding the foregoing, or any other provision of this
Plan, a Participant who holds Options may transfer such Options (but not
Incentive Stock Options) to his or her spouse, lineal ascendants, lineal
descendants, or to a duly established trust for the benefit of one or more of
these individuals. Options so transferred may thereafter be transferred only to
the Participant who originally received the grant or to an individual or trust
to whom the Participant could have initially transferred the Options pursuant to
this Section 7.1(b)(3). Options which are transferred pursuant to this Section
7.1(b)(3) shall be exercisable by the transferee according to the same terms and
conditions as applied to the Participant.

                  (c) PAYMENT. An Option shall be exercised by giving a written
notice to the President of the Bank stating the number of shares of Stock with
respect to which the Option is being exercised and containing such other
information as the President may request and by tendering payment therefore with
a cashier's check, certified check, or, if permitted in the discretion of the
Committee, with existing holdings of Common Stock held for more than six months.

                  (d) EVIDENCE OF GRANT. All Options shall be evidenced by an
Award Agreement. The Award Agreement shall include such additional provisions as
may be specified by the Committee.

          7.2     INCENTIVE  STOCK OPTIONS.  Incentive  Stock Options shall be
granted only to employees and the terms of any Incentive Stock Options granted
under the Plan must comply with the following additional rules:

                  (a) EXERCISE PRICE. The exercise price per share of Stock
shall be set by the Committee, provided that the exercise price for any
Incentive Stock Option may not be less than the Fair Market Value as of the date
of the grant.

                  (b) EXERCISE.  In no event may any Incentive Stock Option be
exercisable for more than ten years from the date of its grant.

                  (c) LAPSE OF OPTION. An Incentive Stock Option shall lapse
under the following circumstances.

                           (1)      The Incentive Stock Option shall lapse ten
years from the date it is granted, unless an earlier time is set in the Award
Agreement.

                           (2)      The Incentive  Stock Option shall lapse upon
termination of employment for Cause or for any other reason, other than the
Participant's death or Disability, unless otherwise provided in the Award
Agreement.

                           (3)      If the Participant terminates employment on
account of Disability or death before the Option lapses pursuant to paragraph
(1) or (2) above, the Incentive Stock Option shall lapse, unless it was
previously exercised, on the earlier of (i) the date on which the Option would
have lapsed had the Participant not become Disabled or lived and had his
employment status (i.e., whether the Participant was employed by the Bank on the
date of his Disability or death or had previously terminated employment)
remained unchanged; or (ii) 12 months after the date of the Participant's
termination of employment on account of Disability or death.

<PAGE>

                  (d) INDIVIDUAL DOLLAR LIMITATION. The aggregate Fair Market
Value (determined as of the time an Award is made) of all shares of Stock with
respect to which Incentive Stock Options are first exercisable by a Participant
in any calendar year may not exceed $100,000.00 or such other limitation as
imposed by Section 422(d) of the Code, or any successor provision. To the extent
that Incentive Stock Options are first exercisable by a Participant in excess of
such limitation, the excess shall be considered Non-Qualified Stock Options.

                  (e) TEN PERCENT OWNERS. An Incentive Stock Option shall be
granted to any individual who, at the date of grant, owns stock possessing more
than ten percent of the total combined voting power of all classes of Stock of
the Bank only if such Option is granted at a price that is not less than 110% of
Fair Market Value on the date of grant and the Option is exercisable for no more
than five years from the date of grant.

                  (f) RIGHT TO EXERCISE. During a Participant's lifetime, an
Incentive Stock Option may be exercised only by the Participant.

                                    ARTICLE 8
                            STOCK APPRECIATION RIGHTS

         8.1      GRANT OF SARS.  The Committee is authorized to grant SARs to
Participants on the following terms and conditions:

                  (a)  RIGHT TO PAYMENT. Upon the exercise of a Stock
Appreciation Right, the Participant to whom it is granted has the right to
receive the excess, if any, of:

                           (1)      The Fair Market Value of a share of Stock on
the date of exercise; over

                           (2)      The grant price of the Stock Appreciation
Right as determined by the Committee, which shall not be less than the Fair
Market Value of a share of Stock on the date of grant in the case of any SAR
related to any Incentive Stock Option.

                  (b)  OTHER TERMS. All such Awards shall be evidenced by an
Award Agreement. The terms, methods of exercise, methods of settlement, form of
consideration payable in settlement, and any other terms and conditions of any
Stock Appreciation Right shall be determined by the Committee at the time of the
grant of the Award and shall be reflected in the Award Agreement.

                                    ARTICLE 9
                                  STOCK AWARDS

         9.1 GRANT OF STOCK. The Committee is authorized to grant Unrestricted
             --------------
Stock Awards and Restricted Stock Awards to Participants in such amounts and
subject to such terms and conditions as determined by the Committee. All such
Awards shall be evidenced by an Award Agreement.

         9.2 ISSUANCE AND RESTRICTIONS. An Unrestricted Stock Award may provide
             -------------------------
for a transfer of shares of Stock to a Participant at the time the Award is
granted, or it may provide for a deferred transfer of shares of Stock subject to
conditions prescribed by the Committee. Restricted Stock Awards shall be subject
to such restrictions on transferability and risks of forfeiture as the Committee
may impose. These restrictions and risks may lapse separately or in combination
at such times, under such circumstances, in such installments, or otherwise, as
the Committee determines at the time of the grant of the Award or thereafter.

         9.3 FORFEITURE. Except as otherwise determined by the Committee at the
             ----------
time of the grant of the Award or thereafter, upon termination of employment
during the applicable restriction period, Stock subject to a Restricted Stock
Award that is at that time subject to restrictions shall be forfeited, provided,
however, that the Committee may provide in any Restricted Stock Award that
restrictions or forfeiture conditions relating to the Stock will be waived in
whole or in part in the event of terminations resulting from specified causes,
and the Committee may in other cases waive in whole or in part restrictions or
forfeiture conditions relating to the Stock.

<PAGE>

         9.4 CERTIFICATES FOR RESTRICTED STOCK. Restricted Stock Awards granted
             ---------------------------------
under the Plan may be evidenced in such manner as the Committee shall determine.
If certificates representing shares of Stock subject to Restricted Stock Awards
are registered in the name of the Participant, certificates must bear an
appropriate legend referring to the terms, conditions, and restrictions
applicable to such shares, and the Bank may, at its discretion, retain physical
possession of the certificate until such time as all applicable restrictions
lapse.

                                   ARTICLE 10
                            PERFORMANCE-BASED AWARDS

         10.1 PURPOSE. The purpose of this Article 10 is to provide the
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Committee the ability to qualify the Awards under Article 9 as
"performance-based compensation" under Section 162(m) of the Code. If the
Committee, in its discretion, decides to grant a Performance-Based Award to a
Covered Employee, the provisions of this Article 10 shall control over any
contrary provision contained in Article 10.

         10.2 APPLICABILITY. This Article 10 shall apply only to those Covered
              -------------
Employees selected by the Committee to receive Performance-Based Awards. The
Committee may, in its discretion, grant Stock Awards to Covered Employees that
do not satisfy the requirements of this Article 10. The designation of a Covered
Employee as a Participant for a Performance Period shall not in any manner
entitle the Participant to receive an Award for the period. Moreover,
designation of a Covered Employee as a Participant for a particular Performance
Period shall not require designation of such Covered Employee as a Participant
in any subsequent Performance Period and designation of one Covered Employee as
a Participant shall not require designation of any other Covered Employees as a
Participant in such period or in any other period.

         10.3 DISCRETION OF COMMITTEE WITH RESPECT TO PERFORMANCE AWARDS. With
              ----------------------------------------------------------
regard to a particular Performance Period, the Committee shall have full
discretion to select the length of such Performance Period, the type of
Performance-Based Awards to be issued, the kind and/or level of the Performance
Goal, and whether the Performance Goal is to apply to the Bank or any division
or business unit thereof.

         10.4 PAYMENT OF PERFORMANCE-BASED AWARDS. Unless otherwise provided in
              -----------------------------------
the relevant Award Agreement, a Participant must be employed by the Bank on the
last day of the Performance Period to be eligible for a Performance-Based Award
for such Performance Period. In determining the actual size of an individual
Performance-Based Award, the Committee may reduce or eliminate the amount of the
Performance-Based Award earned for the Performance Period, if in its sole and
absolute discretion, such reduction or elimination is appropriate.

         10.5 SHAREHOLDER APPROVAL. The Board shall disclose to the shareholders
              --------------------
of the Holding Company the material terms of any Performance-Based Award, and
shall seek approval of the shareholders of the Performance-Based Award before
any Stock is transferred to a Participant, or before any restrictions with
respect to same lapse, pursuant to such Award. The Committee shall certify that
the Performance Goals with respect to any Performance-Based Award have been
achieved before any Stock is transferred to a Participant, or before any
restrictions with respect to same lapse. Such disclosure, approval and
certification shall be effected in accordance with the requirements of Section
162(m)(4)(C) of the Code.

                                   ARTICLE 11
                         PROVISIONS APPLICABLE TO AWARDS

         11.1 STAND-ALONE AND TANDEM AWARDS. Awards granted under the Plan may,
              -----------------------------
in the discretion of the Committee, be granted either alone, in addition to, or
in tandem with, any other Award granted under the Plan. Awards granted in
addition to or in tandem with other Awards may be granted either at the same
time as or at a different time from the grant of such other Awards.

         11.2 EXCHANGE PROVISIONS. The Committee may at any time offer to
              -------------------
exchange or buy out any previously granted Award for a payment in cash, Stock,
or another Award, based on the terms and conditions the Committee determines and
communicates to the Participant at the time the offer is made.

<PAGE>

         11.3  TERM OF AWARD. The term of each Award shall be for the period as
               -------------
determined by the Committee, provided that in no event shall the term of any
Incentive Stock Option or a Stock Appreciation Right granted in tandem with the
Incentive Stock Option exceed a period of ten years from the date of its grant.

         11.4  LIMITS ON TRANSFER. No right or interest of a Participant in any
               ------------------
Award may be pledged, encumbered, or hypothecated to or in favor of any party
other than the Holding Company, or shall be subject to any lien, obligation, or
liability of such Participant to any other party other than the Holding Company.
No Award shall be assignable or transferable by a Participant other than by will
or the laws of descent and distribution, except that the Committee, in its
discretion, may permit a Participant to make a gratuitous transfer of an Award
that is not an Incentive Stock Option to his or her spouse, lineal descendants,
lineal ascendants, or a duly established trust for the benefit of one or more of
these individuals.

         11.5  BENEFICIARIES. Notwithstanding Section 11.4, a Participant may,
               -------------
in the manner determined by the Committee, designate a beneficiary to exercise
the rights of the Participant and to receive any distribution with respect to
any Award upon the Participant's death. A beneficiary, legal guardian, legal
representative, or other person claiming any rights under the Plan is subject to
all terms and conditions of the Plan and any Award applicable to the
Participant, except to the extent the Plan and Award otherwise provide, and to
any additional restrictions deemed necessary or appropriate by the Committee. If
no beneficiary has been designated or survives the Participant, payment shall be
made to the Participant's estate. Subject to the foregoing, a beneficiary
designation may be changed or revoked by a Participant at any time provided the
change or revocation is filed with the Committee.

         11.6  STOCK CERTIFICATES. Notwithstanding anything herein to the
               ------------------
contrary, the Holding Company shall not be required to issue or deliver any
certificates evidencing shares of Stock pursuant to the exercise of any Awards,
unless and until the Board has determined, with advice of counsel, that the
issuance and delivery of such certificates is in compliance with all applicable
laws, regulations of governmental authorities and, if applicable, the
requirements of any exchange on which the shares of Stock are listed or traded.
All Stock certificates delivered under the Plan are subject to any stop-transfer
orders and other restrictions as the Committee deems necessary or advisable to
comply with Federal, state, or foreign jurisdiction, securities or other laws,
rules and regulations and the rules of any national securities exchange or
automated quotation system on which the Stock is listed, quoted, or traded. The
Committee may place legends on any Stock certificate to reference restrictions
applicable to the Stock. In addition to the terms and conditions provided
herein, the Board may require that a Participant make such reasonable covenants,
agreements, and representations as the Board, in its discretion, deems advisable
in order to comply with any such laws, regulations, or requirements.

         11.7  LOAN AGREEMENTS. Each Award shall be subject to the condition
               ---------------
that the Holding Company shall not be obligated to issue or transfer any Stock
or cash to the holder of the Award, upon the exercise or vesting thereof, if at
any time the Committee or the Board shall determine that the issuance or
transfer of such Stock or cash would be in violation of any covenant in any of
the Bank's loan agreements or other contracts.

                                   ARTICLE 12
                            DEFERRAL OF COMPENSATION

         12.1   RIGHT TO DEFER COMPENSATION.
                ---------------------------

                  (a) TYPES OF DEFERRALS. Any Participant designated by the
Board or by the Committee may elect to defer (i) all or any portion of the
Participant's salary, (ii) any percentage of a fiscal year bonus determined by
the Board or other duly constituted authority or delegate to be paid to such
Participant, or (iii) all or any portion of the Participant's director's fees.
Such election shall remain in force for all future years. In addition, the
Committee, in its discretion, may permit a Participant to elect to defer his or
her receipt of the payment of cash or the delivery of shares of Stock that would
otherwise be due to such Participant pursuant to an Award. Any election under
this Section 12.1 shall be made by written notice delivered to the Board or
Committee, specifying the amount (or percentage) of salary and/or bonus and/or
directors' fees and/or the award to be deferred.

<PAGE>

                  (b) TIMING OF ELECTIONS. A Participant may, at any time within
30 days of first becoming eligible to participate in this Plan, make an election
to defer salary or director's fees earned after such election. Any increase or
decrease in future deferrals of salary or director's fees earned during a
calendar year must be made prior to such calendar year. A Participant may make
an initial election to defer a bonus for a fiscal year, or may elect to increase
or decrease the amount of a fiscal year bonus to be deferred, if such election
is made prior to such fiscal year. A Participant may make an election to defer
the receipt of cash or shares of Stock otherwise payable or transferable to the
Participant pursuant to an Award in accordance with the terms of such Award.

         12.2  DEFERRED COMPENSATION ACCOUNTS.
               ------------------------------

                  (a) ESTABLISHMENT OF ACCOUNTS. A Deferred Compensation Account
in the name of each Participant who has elected to defer compensation under the
Plan shall be established and maintained as a special ledger account on the
books of the Holding Company. On the last day of each calendar month in which
salary or director's fees deferred under this Plan would have become payable to
a Participant (in the absence of an election to defer payment thereof), the
amount of such deferred salary or director's fees shall be credited to the
Participant's Deferred Compensation Account. On the last day of the month in
which the bonuses deferred under this Plan would have become payable to a
Participant in the absence of an election to defer payment thereof, the amount
of such deferred bonus shall be credited to the Participant's Deferred
Compensation Account. On the last day of the month in which an Award would have
otherwise become payable or transferable to a Participant in the absence of an
election to defer receipt thereof, the amount of such deferred Award shall be
credited to the Participant's Deferred Compensation Account.

                  (b)   DEEMED INVESTMENT OF ACCOUNT BALANCE.

                           (i) Except as otherwise provided by the terms of an
Award, the Participant shall, at the time of making a deferred compensation
election under this Plan, make an election directing the Holding Company to
credit to the Deferred Compensation Account in that calendar year based upon the
options made available by the Board or designated Committee which options may
include either cash, Stock, or a combination of cash and Stock equal in value to
the amount of the current year's salary or bonus deferred under the Plan. In
addition to cash or Stock, the Board or the Committee may offer to the
Participant such deemed investment options as it shall decide are appropriate.
Such investment options may include deemed investments in individual stocks or
bonds, mutual funds, and such other investment options as the Board or Committee
may choose. The Board or Committee shall not be required to offer the same
deemed investment options to each Participant but may restrict certain
investment options to designated Participants. In the absence of a contrary
election by a Participant, the amount credited to a Deferred Compensation
Account shall be credited as cash.

                           (ii) If the Participant directs that any amount
credited to the Deferred Compensation account be credited in the form of Stock,
the Board shall credit to the Deferred Compensation Account sufficient shares of
Stock equal in value to the Deferred Compensation Account balance, or such
lesser amount as the Participant shall direct. The value of such Stock shall be
determined in accordance with a valuation methodology approved by the Board or
by the Committee. Except as provided in Section 12.6, such Stock credited to the
Deferred Compensation Account shall merely constitute a bookkeeping entry of the
Bank, and (except as provided herein) the Participant shall have no voting,
dividend, or other legal or economic rights with respect to such Stock. At the
end of each fiscal quarter, an amount equivalent to all dividends which would
otherwise have been payable with respect to such Stock shall be credited to the
Deferred Compensation Account as additional Stock. The amount of the
Participant's Deferred Compensation Account that is credited as cash shall
accrue interest at a rate no less than the prime rate charged the Bank and shall
not exceed the highest rate paid on Individual Retirement Accounts ("IRAs") by
the Bank plus two percent (2%). Such interest with respect to a Deferred
Compensation Account shall be credited to such account quarterly, based on the
weighted average daily prime rate or the IRA rate for the three (3) month period
ending on the last day of the quarter.

                           (iii) The Participant shall elect the portion of
their deferral to be allocated to Stock or cash or such other option as made
available by the Board at the time of making such election to defer
compensation. Such allocation may not be amended with respect to such deferral.
Any allocation to Stock shall be paid in the form of Stock. No Participant will
be granted the right to take payment of the Stock in cash rather than in shares.

                           (iv) If, at any time, the deferral of a Participant
is allocated to Stock, and such Participant shall
be deemed to have violated the short-swing profit rules of Section 16(b) of the
Exchange Act through such allocation, the allocation to Stock shall be void and
such allocation shall default to cash.

<PAGE>

         12.3     PAYMENT OF DEFERRED COMPENSATION.
                  --------------------------------

                  (a) IN GENERAL. Amounts credited to a Participant's Deferred
Compensation Account shall be payable upon the Participant's Distribution Event.
The Participant shall determine the method of distributing the amounts in the
Deferred Compensation Account at the time the first election to participate in
the Plan is made, which shall be either a single distribution or a series of up
to ten (10) consecutive, substantially equal annual installments paid to such
Participant or his or her beneficiary, as the case may be, on or before January
15 of each year, commencing in the year following the Distribution Event. If no
such election is made, the method of distribution shall be determined solely by
the Board. If the Participant has elected to receive installment distributions,
and less than the full value of the Participant's Deferred Compensation Account
balance has been distributed as of the date of his or her death, the balance
shall be paid to the Participant's beneficiary in accordance with the same
method in effect at the Participant's death, except that the beneficiary may
elect, with the consent of the Committee, to receive the balance of the Deferred
Compensation Account in a single lump sum. For purposes of this Article 12, a
Participant's "beneficiary" shall mean the person or persons designated by the
Participant pursuant to Section 11.5 of this Plan, or, in the absence of such
designation or if no such person survives the Participant, the Participant's
estate. If any portion of the Participant's Deferred Compensation Account is
credited with Stock, then distributions from that portion of the Deferred
Compensation Account shall be made directly in the form of Stock. Undistributed
amounts shall continue to earn interest or accrue dividends, as the case may be.

                  (b) MODIFICATION OF PAYMENT TERMS. A Participant may defer the
commencement of benefit payment otherwise payable at the time specified in the
Participant's election to a later date, provided the new election complies in
all respects to Section 409A, including the following requirements: (1) the
subsequent election will not take effect for at least 12 months from the date on
which the subsequent election is made; and (2) commencement of payments will be
delayed for at least five (5) years from the date payment were otherwise
scheduled to commence under the Plan. All distribution elections are irrevocable
beginning one (1) calendar year prior to the scheduled payment commencement
date. If a Participant electing to participate in the Plan ceases to be an
employee of the Bank or a member of the Board, prior to full payment of the
entire amount in the Deferred Compensation Account, shall, after reasonable
warning from the Board, persist in an affiliation with any business that is a
principal competitor with a significant portion of the business conducted by the
Bank, the entire balance of such Deferred Compensation Account may, if directed
by the Board in its sole discretion, be paid immediately to such Participant in
a lump sum. In the event a Participant dies prior to receiving payment of the
entire amount in the Deferred Compensation Account, the unpaid balance shall be
paid to such beneficiary as may have been designated by the Participant in
writing to the Bank as the person, firm or trust to receive any post-death
distribution under this Plan, or, in the absence of such written designation, to
the legal representative or any person, firm or organization designated in the
Participant's last will to receive such distributions.

                  (c) CHANGE IN CONTROL. Participant will receive their entire
balance in their Deferred Compensation Accounts upon a Change in Control.
Distributions shall be made (i) in the form of cash and/or Stock as his or her
Deferred Compensation Account is allocated and (ii) within seven (7) days
subsequent to the Change in Control.

                  (d) HARDSHIP DISTRIBUTION IN THE CASE OF FINANCIAL EMERGENCY.
Prior to the time a Deferred Compensation Account of a Participant would
otherwise become payable, the Committee, in its sole discretion, may elect to
distribute all or a portion of the Deferred Compensation Account in the event
such Participant requests a distribution by reason of an "unforeseeable
emergency". For purposes of this Plan, an "unforeseeable emergency" shall mean a
severe hardship to the Participant resulting from an illness or accident of the
Participant, loss of the Participant's property due to casualty, or other
similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the Participant's control. The Committee shall have full and final
authority, which shall be exercised in its discretion, to determine whether a
Participant has experienced an "unforeseeable emergency" and shall make such
determination consistent with Section 409A. In the event the Participant is a
member of the Committee making such determination, the Participant shall not
participate in the decision by the Committee.

<PAGE>

         12.4     TRUST PROVISIONS.
                  ----------------

                  (a) ESTABLISHMENT OF TRUST. The Holding Company may in its
sole discretion establish one or more trusts to provide a source of payment for
its obligations under the Plan and such trust shall be permitted to hold cash,
Stock, or other assets to the extent of the Holding Company's obligations
hereunder. The Bank may, but is not required to, utilize a single trust with
respect to its obligations to Participants who are members of the Board and
Participants who are not members of the Board.

                  (b) CLAIMS OF THE HOLDING COMPANY'S CREDITORS. All assets held
by any trust created hereunder and all distributions to be made by any trustee
pursuant to this Plan and any trust agreement shall be subject to the claims of
general creditors of the Holding Company, including judgment creditors and
bankruptcy creditors. The rights of a Participant or his or her beneficiaries in
or to any assets of the trust shall be no greater than the rights of an
unsecured creditor of the Holding Company.

                  (c) NOTIFICATION OF INSOLVENCY. In the event the Holding
Company becomes insolvent, the Chief Executive Officer and Chairman of the Board
shall immediately notify the trustees of all trusts created hereunder of that
fact. The trustees shall make no distributions to any Participant or any
beneficiary from any assets held in trust pursuant to the Plan after such
notification is received or at any time after the trustee has actual knowledge
that the Bank is insolvent. Under any such circumstance, the trustee shall
dispose of property held in trust pursuant to the Plan only as a court of
competent jurisdiction may direct. For purposes of this Plan, the Holding
Company shall be deemed "insolvent" by the trustee if the Bank is subject to a
pending voluntary or involuntary proceeding as a debtor under the United States
Bankruptcy Code, as the same may be amended from time to time, whether or not
the Bank has provided the trustee with the notification required by this Section
12.4(c), or if the trustee has been notified pursuant to this Section 12.4(c)
that the Holding Company is insolvent.

         12.5  NON-ASSIGNMENT. No right or interest of any Participant or any
               --------------
person claiming through or under such Participant in the Participant's Deferred
Compensation Account shall be assignable or transferable in any manner or be
subject to alienation, anticipation, sale, pledge, encumbrance or other legal
process (including execution, levy, garnishment, attachment, bankruptcy, or
otherwise) or in any manner be subject to the debts or liabilities of such
Participant. If any Participant or any such person shall attempt to or shall
transfer, assign, alienate, anticipate, sell, pledge or otherwise encumber his
or her benefits hereunder or any part thereof, or if by reason of his or her
bankruptcy or other event happening at any time such benefits would devolve upon
anyone else or would not be enjoyed by him or her, then the Committee, in its
discretion, may terminate his or her interest in any such benefit to the extent
the Committee considers necessary or advisable to prevent or limit the effects
of such occurrence. Termination shall be effected by filing a written
declaration of termination with the Committee's records and making reasonable
efforts to deliver a copy to such Participant or any such other person or his or
her legal representative. As long as any Participant is alive, any amounts
affected by the termination shall be retained by the Bank or the trustee of any
trust established pursuant to Section 12.4 of this Plan and, in the Committee's
sole and absolute discretion, may be paid to or expended for the benefit of such
Participant, his or her spouse, his or her children, or any other person or
persons in fact dependent upon him or her in such a manner as the Committee
shall deem proper.

                                   ARTICLE 13
                          CHANGES IN CAPITAL STRUCTURE

         13.1     GENERAL.
                  -------

                  (a) SHARES AVAILABLE FOR GRANT. In the event of any change in
the number of shares of Stock outstanding by reason of any stock dividend or
split, recapitalization, merger, consolidation, combination or exchange of
shares or similar corporate change, the maximum aggregate number of shares of

<PAGE>

Stock with respect to which the Committee may grant Awards shall be
appropriately adjusted by the Committee. In the event of any change in the
number of shares of Stock outstanding by reason of any other event or
transaction, the Committee may, but need not, make such adjustments in the
number and class of shares of Stock with respect to which Awards may be granted
as the Committee may deem appropriate.

                  (b) OUTSTANDING AWARDS - INCREASE OR DECREASE IN ISSUED SHARES
WITHOUT CONSIDERATION. Subject to any required action by the shareholders of the
Holding Company, in the event of any increase or decrease in the number of
issued shares of Stock resulting from a subdivision or consolidation of shares
of Stock or the payment of a stock dividend (but only on the shares of Stock),
or any other increase or decrease in the number of such shares effected without
receipt or payment of consideration by the Holding Company, the Committee shall
proportionally adjust the number of shares of Stock subject to each outstanding
Award and the exercise price per share of Stock of each such Award.

                  (c) OUTSTANDING AWARDS - CERTAIN MERGERS. Subject to any
required action by the shareholders of the Holding Company, in the event that
the Holding Company shall be the surviving corporation in any merger or
consolidation (except a merger or consolidation as a result of which the holders
of shares of Stock receive securities of another corporation), each Award
outstanding on the date of such merger or consolidation shall pertain to and
apply to the securities which a holder of the number of shares of Stock subject
to such Award would have received in such merger or consolidation.

                  (d) OUTSTANDING AWARDS - CERTAIN OTHER TRANSACTIONS. In the
event of (i) a dissolution or liquidation of the Holding Company, (ii) a sale of
all or substantially all of the Holding Company's assets, (iii) a merger or
consolidation involving the Holding Company in which the Holding Company is not
the surviving corporation or (iv) a merger or consolidation involving the
Holding Company in which the Holding Company is the surviving corporation but
the holders of shares of Stock receive securities of another corporation and/or
other property, including cash, the Committee shall, in its absolute discretion,
have the power to:

                           (1) cancel, effective immediately prior to the
occurrence of such event, each Award outstanding immediately prior to such event
(whether or not then exercisable), and, in full consideration of such
cancellation, pay to the Participant to whom such Award was granted an amount in
cash, for each share of Stock subject to such Award, respectively, equal to the
excess of (A) the value, as determined by the Committee in its absolute
discretion, of the property (including cash) received by the holder of a share
of Stock as a result of such event over (B) the exercise of such Award; or

                           (2)      provide for the exchange of each Award
outstanding immediately prior to such event (whether or not then exercisable)
for an option, a stock appreciation right, restricted stock award, performance
share award or performance-based award with respect to, as appropriate, some or
all of the property for which such Award is exchanged and, incident thereto,
make an equitable adjustment as determined by the Committee in its absolute
discretion in the exercise price or value of the option, stock appreciate right,
restricted stock award, performance share award or performance-based award or
the number of shares or amount of property subject to the option, stock
appreciation right, restricted stock award, performance share award or
performance-based award or, if appropriate, provide for a cash payment to the
Participant to whom such Award was granted in partial consideration for the
exchange of the Award, or any combination thereof.

                  (e) OUTSTANDING AWARDS - OTHER CHANGES. In the event of any
other change in the capitalization of the Holding Company or corporate change
other than those specifically referred to in this Article, the Committee may, in
its absolute discretion, make such adjustments in the number and class of shares
subject to Awards outstanding on the date on which such change occurs and in the
per share exercise price of each Award as the Committee may consider appropriate
to prevent dilution or enlargement of rights.

                  (f) NO OTHER RIGHTS. Except as expressly provided in the Plan,
no Participant shall have any rights by reason of any subdivision or
consolidation of shares of stock of any class, the payment of any dividend, any
increase or decrease in the number of shares of stock of any class or any
dissolution, liquidation, merger, or consolidation of the Holding Company or any
other corporation. Except as expressly provided in the Plan, no issuance by the
Holding Company of shares of stock of any class, or securities convertible into
shares of stock of any class, shall affect, and no adjustment by reason thereof
shall be made with respect to, the number of shares of Stock subject to an Award
or the exercise price of any Award.

<PAGE>

                                   ARTICLE 14
                    AMENDMENT, MODIFICATION, AND TERMINATION

         14.1  AMENDMENT, MODIFICATION, AND TERMINATION. At any time and from
               ----------------------------------------
time to time, the Board may terminate, amend or modify the Plan; provided,
however, that the Board shall not, without the affirmative vote of the holder of
a majority of the voting stock of the Bank, make any amendment which would (i)
abolish the Committee without designating such other committee, change the
qualifications of its members, or withdraw the administration of the Plan from
its supervision, (ii) increase the maximum number of shares of Stock for which
Awards may be granted under the Plan, (iii) amend the formula for determination
of the exercise price Options, (iv) extend the term of the Plan, and (v) amend
the requirements as to the employees eligible to receive Awards; and further
provided that no other amendment shall be made without shareholder approval to
the extent necessary or desirable to comply with any applicable law, regulations
or stock exchange rule.

         14.2  AWARDS PREVIOUSLY GRANTED. Except as otherwise provided in the
               -------------------------
Plan, including without limitation, the provisions of Article 13, no
termination, amendment, or modification of the Plan shall adversely affect in
any material way any Award previously granted under the Plan, without the
written consent of the Participant.

                                   ARTICLE 15
                               GENERAL PROVISIONS

         15.1  NO RIGHTS TO AWARDS. No Participant, employee, or other person
               -------------------
shall have any claim to be granted any Award under the Plan, and neither the
Holding Company nor the Committee is obligated to treat Participants, employees,
and other persons uniformly.

         15.2  NO STOCKHOLDERS RIGHTS. No Award gives the Participant any of the
               ----------------------
rights of a stockholder of the Bank unless and until shares of Stock are in fact
issued to such person in connection with such Award.

         15.3  WITHHOLDING. The Holding Company shall have the authority and the
               -----------
right to deduct or withhold, or require a Participant to remit to the Holding
Company, an amount sufficient to satisfy Federal, state, and local taxes
(including the Participant's FICA obligation) required by law to be withheld
with respect to any taxable event arising as a result of this Plan. A
Participant may elect to have the Holding Company withhold from those Stock that
would otherwise be received upon the exercise of any Option, a number of shares
having a Fair Market Value equal to the minimum statutory amount necessary to
satisfy the Holding Company's applicable federal, state, local and foreign
income and employment tax withholding obligations.

         15.4  NO RIGHT TO EMPLOYMENT OR SERVICES. Nothing in the Plan or any
               ----------------------------------
Award Agreement shall interfere with or limit in any way the right of the Bank
or the Holding Company to terminate any Participant's employment or services at
any time, nor confer upon any Participant any right to continue in the employ of
the Bank or the Holding Company.

         15.5  INDEMNIFICATION. To the extent allowable under applicable law,
               ---------------
each member of the Committee or of the Board shall be indemnified and held
harmless by the Holding Company from any loss, cost, liability, or expense that
may be imposed upon or reasonably incurred by such member in connection with or
resulting from any claim, action, suit, or proceeding to which he or she may be
a party or in which he or she may be involved by reason of any action or failure
to act under the Plan and against and from any and all amounts paid by him or
her in satisfaction of judgment in such action, suit, or proceeding against him
or her provided he or she gives the Holding Company an opportunity, at its own
expense, to handle and defend the same before he or she undertakes to handle and
defend it on his or her own behalf. The foregoing right of indemnification shall
not be exclusive of any other rights of indemnification to which such persons
may be entitled under the Holding Company's Certificate of Incorporation or
Bylaws, as a matter of law, or otherwise, or any power that the Holding Company
may have to indemnify them or hold them harmless.

<PAGE>

         15.6  FRACTIONAL SHARES. No fractional shares of stock shall be issued
               -----------------
and the Committee shall determine, in its discretion, whether cash shall be
given in lieu of fractional shares or whether such fractional shares shall be
eliminated by rounding up or down as appropriate.

         15.7  GOVERNMENT AND OTHER REGULATIONS. The obligation of the Holding
               --------------------------------
Company to make payment of Awards in Stock or otherwise shall be subject to all
applicable laws, rules, and regulations, and to such approvals by government
agencies, including the OTS, as may be required.

         15.8  GOVERNING LAW. The Plan and the terms of all Awards shall be
               -------------
construed in accordance with and governed by the laws of the State of Missouri.

         15.9  COMPLIANCE WITH SECTION 409A. Notwithstanding any other provision
               ----------------------------
of the Plan or Award Agreement to the contrary, if and to the extent that
Section 409A is deemed to apply to the Plan or any Award thereunder, the Holding
Company intends that the Plan and all Awards shall, to the extent practicable,
comply with Section 409A and be construed in accordance therewith. Without
limiting the effect of the foregoing, in the event that Section 409A requires
that any special terms, provisions or conditions be included in the Plan or any
Award Agreement, such terms, provisions and conditions shall be deemed part of
the Plan or Award Agreement, as applicable. Further, in the event that the Plan
or any Award Agreement shall be deemed not to comply with Section 409A, neither
the Holding Company, the Bank, the Board, nor the Committee shall be liable to
any Participant or other persons for actions, decisions or determinations made
in good faith pursuant to Section 409A.