**Exhibit 10.1**

 

**West Suburban Bancorp, Inc.**

Directors andSenior Management Deferred Compensation Plan

 

**Effective January 1, 2005,**

 

**as amended and restated**

 

 

**December 30, 2008**

 

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**TABLE OF CONTENTS**

** **
| ** ** | ** **                                                                                   | **Page** |
|------------|----------------------------------------------------------------------------------------------|----------|
| Purpose    |                                                                                         | 1        |
| ARTICLE 1  | Definitions                                                                                  | 1        |
|       |                                                                                         |     |
| ARTICLE 2  | Selection, Enrollment, Eligibility                                                           | 7        |
| 2.1        | Selection by Committee                                                                       | 7        |
| 2.2        | Enrollment Requirements                                                                      | 7        |
| 2.3        | Eligibility; Commencement of Participation                                                   | 7        |
| 2.4        | Termination of Participation and/or Deferrals                                                | 8        |
|       |                                                                                         |     |
| ARTICLE 3  | Deferral Commitments/Set-Aside/Crediting/Taxes                                               | 8        |
| 3.1        | Minimum Deferrals                                                                            | 8        |
| 3.2        | Maximum Deferral                                                                             | 8        |
| 3.3        | Election to Defer; Effect of Election Form                                                   | 9        |
| 3.4        | Withholding of Annual Deferral Amounts                                                       | 9        |
| 3.5        | Annual Set-Aside Amount                                                                      | 9        |
| 3.6        | Investment of Trust Assets                                                                   | 9        |
| 3.7        | Vesting                                                                                      | 10       |
| 3.8        | Crediting/Debiting of Account Balances                                                       | 10       |
| 3.9        | FICA and Other Taxes                                                                         | 12       |
|       |                                                                                         |     |
| ARTICLE 4  | Specified Time Distribution; Unforeseeable Financial Emergencies; Early  Withdrawal Election | 12       |
| 4.1        | Specified Time Distribution                                                                  | 12       |
| 4.2        | Other Benefits Take Precedence Over Specified Date Distribution                              | 12       |
| 4.3        | Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies                        | 13       |
|       |                                                                                         |     |
| ARTICLE 5  | Distributions                                                                                | 14       |
| 5.1        | Benefit Distribution Date                                                                    | 14       |
| 5.2        | Limited Cashouts                                                                             | 14       |
| 5.3        | Time of Distribution                                                                         | 14       |
| 5.4        | Change to Election Forms                                                                     | 15       |
|       |                                                                                         |     |
| ARTICLE 6  | Retirement Benefit                                                                           | 16       |
| 6.1        | Retirement Benefit                                                                           | 16       |
| 6.2        | Payment of Retirement Benefit                                                                | 16       |
| 6.3        | Death Prior to Completion of Retirement Benefit                                              | 16       |
|       |                                                                                         |     |
| ARTICLE 7  | Pre-Retirement Survivor Benefit                                                              | 17       |
| 7.1        | Pre-Retirement Survivor Benefit                                                              | 17       |

 

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| 7.2        | Payment of Pre-Retirement Survivor Benefit       | 17     |
|------------|--------------------------------------------------|--------|
|       |                                             |   |
| ARTICLE 8  | Termination Benefit                              | 17     |
| 8.1        | Termination  Benefit                             | 17     |
| 8.2        | Payment  of Termination Benefit                  | 17     |
|       |                                             |   |
| ARTICLE 9  | Disability Benefit                               | 17     |
| 9.1        | Disability Benefit                               | 17     |
| 9.2        | Payment of Disability Benefit                    | 17     |
|       |                                             |   |
| ARTICLE 10 | Beneficiary Designation                          | 18     |
| 10.1       | Beneficiary                                      | 18     |
| 10.2       | Beneficiary Designation; Change; Spousal Consent | 18     |
| 10.3       | Acknowledgment                                   | 18     |
| 10.4       | No Beneficiary Designation                       | 18     |
| 10.5       | Doubt as to Beneficiary                          | 18     |
| 10.6       | Discharge of Obligations                         | 18     |
|       |                                             |   |
| ARTICLE 11 | Leave of Absence                                 | 19     |
| 11.1       | Paid Leave of Absence                            | 19     |
| 11.2       | Unpaid Leave of Absence                          | 19     |
| 11.3       | Leaves Resulting in Termination of Employment    | 19     |
|       |                                             |   |
| ARTICLE 12 | Termination, Amendment or Modification           | 20     |
| 12.1       | Termination                                      | 20     |
| 12.2       | Amendment                                        | 20     |
| 12.3       | Effect of Payment                                | 21     |
|       |                                             |   |
| ARTICLE 13 | Administration                                   | 21     |
| 13.1       | Committee Duties                                 | 21     |
| 13.2       | Administration Upon Change In Control            | 21     |
| 13.3       | Agents                                           | 22     |
| 13.4       | Binding Effect of Decisions                      | 22     |
| 13.5       | Indemnity of Committee                           | 22     |
| 13.6       | Employer Information                             | 22     |
|       |                                             |   |
| ARTICLE 14 | Other Benefits and Agreements                    | 22     |
| 14.1       | Coordination with Other Benefits                 | 22     |
|       |                                             |   |
| ARTICLE 15 | Claims Procedures                                | 23     |
| 15.1       | Presentation of Claim                            | 23     |
| 15.2       | Notification of Decision                         | 23     |
| 15.3       | Review of a Denied Claim                         | 24     |
| 15.4       | Decision on Review                               | 24     |

 

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| 15.5       | Legal Action                                                          | 25     |
|------------|-----------------------------------------------------------------------|--------|
|       |                                                                  |   |
| ARTICLE 16 | Trust                                                                 | 25     |
| 16.1       | Establishment of the Trust                                            | 25     |
| 16.2       | Interrelationship of the Plan and the Trust                           | 25     |
| 16.3       | Distributions From the Trust                                          | 25     |
|       |                                                                  |   |
| ARTICLE 17 | Miscellaneous                                                         | 25     |
| 17.1       | Status of Plan                                                        | 25     |
| 17.2       | Unsecured General Creditor                                            | 25     |
| 17.3       | Employer’s Liability                                             | 26     |
| 17.4       | Nonassignability                                                      | 26     |
| 17.5       | Not a Contract of Employment                                          | 26     |
| 17.6       | Furnishing Information                                                | 26     |
| 17.7       | Terms                                                                 | 26     |
| 17.8       | Captions                                                              | 26     |
| 17.9       | Governing Law                                                         | 26     |
| 17.10      | Notice                                                                | 27     |
| 17.11      | Successors                                                            | 27     |
| 17.12      | Spouse’s Interest                                                | 27     |
| 17.13      | Validity                                                              | 27     |
| 17.14      | Incompetent                                                           | 27     |
| 17.15      | Court Order                                                           | 27     |
| 17.16      | Distribution in the Event of Income Inclusion under Section 409A | 28     |
| 17.17      | Deduction Limitation on Benefit Payments                              | 28     |
| 17.18      | Insurance                                                             | 28     |
| 17.19      | Legal Fees To Enforce Rights After Change in Control                  | 29     |

 

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**WEST SUBURBAN BANCORP, INC.**

**DIRECTORS AND SENIOR MANAGEMENT**

**DEFERRED COMPENSATION PLAN**

Effective January 1, 2005

as amended and restated

December 30, 2008

 

**Purpose**

 

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

 

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

 

# **ARTICLE 1Definitions**

# ** **

For the purposes of thisPlan, unless otherwise clearly apparent from the context, the following phrasesor terms shall have the following indicated meanings:

 

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

 

1.2           “Annual Bonus” shall mean anycompensation, in addition to Base Annual Salary relating to services performedduring any calendar year, whether or not paid in such calendar year or includedon the Federal Income Tax Form W-2 for such calendar year, payable to aParticipant as an Employee under any Employer’s annual bonus and cash incentiveplans.

 

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

 

1.4           “Annual Installment Method” shall be anannual installment payment over the number of years selected by the Participantin accordance with this Plan, calculated as follows: the Account Balance of theParticipant shall be calculated as of the close of business on the lastbusiness day of the Plan Year.  Theannual installment shall be calculated by multiplying this balance by afraction, the numerator of which is one and the denominator of which is theremaining number of annual payments due the Participant.  By way of example, if the Participant electsa ten (10) year Annual Installment Method, the first payment shall be 1/10of the Account Balance, calculated as described in this definition.  The following year, the payment shall be 1/9of the Account Balance, calculated as described in this definition.  Each annual installment shall be paid nolater than sixty (60) days after the last business day of the applicable PlanYear.

 

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

 

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

 

1.7           “Beneficiary” shall mean one or morepersons, trusts, estates or other entities, designated in accordance withARTICLE 10, that are entitled to receive benefits under this Plan upon thedeath of a Participant.

 

1.8           “Beneficiary Designation Form” shall meanthe form established from time to time by the Committee that a Participantcompletes, signs and returns to the Committee to designate one or moreBeneficiaries.

 

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

 

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

 

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

 

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

####  

#### (b)           The individuals who, as of the datehereof, are members of the Board of the Company cease for any reason toconstitute a majority of the Board, unless the election, or nomination forelection by the shareholders, of any new director was approved by a vote of amajority of the Board, and such new director shall, for purposes of thisAgreement, be considered as a member of the Board; or

####  

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

####  

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

###  

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

 

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

 

1.14         “Committee” shall mean the committeedescribed in ARTICLE 13.

 

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

 

1.16         “Deferral Account” shall mean (i) thesum of all of a Participant’s Annual Deferral Amounts, plus (ii) amountscredited in accordance with all the applicable crediting and debitingprovisions of this Plan that relate to the Participant’s Deferral Account, less(iii) all distributions made to the Participant or his or her Beneficiarypursuant to this Plan that relate to his or her Deferral Account.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

1.28         “Participant” shall mean any Employee orDirector (i) who is selected to participate in the Plan, (ii) whoelects to participate in the Plan, (iii) who signs a ParticipationAgreement, an Election Form and a Beneficiary Designation Form, (iv) whosesigned Participation****Agreement,Election Form and Beneficiary Designation Form are accepted by theCommittee, (v) who commences participation in the Plan, and (vi) whoseParticipation****Agreement has notterminated.  A spouse or former spouse ofa Participant shall not be treated as a Participant in the Plan or have anaccount balance under the Plan, even if he or she has an interest in theParticipant’s benefits under the Plan as a result of applicable law or propertysettlements resulting from legal separation or divorce.

 

1.29         “Participation Agreement” shall mean awritten agreement, as may be amended from time to time, which is entered intoby and between an Employer and a Participant with respect to this Plan.  Each Participation Agreement executed by aParticipant and the Participant’s Employer shall provide for the entire benefitto which such Participant is entitled under the Plan.  Should there be more than one ParticipationAgreement, the Participation Agreement bearing the latest date of acceptance bythe Employer shall supersede all previous Participation Agreements in theirentirety and shall govern such entitlement. The terms of any Participation Agreement may be different for anyParticipant, and any Participation Agreement may provide additional benefitsnot set forth in the Plan or limit the benefits otherwise provided under thePlan; *provided, however,* that any suchadditional benefits or benefit limitations must be agreed to by both theEmployer and the Participant.

 

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

 

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

 

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

 

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

 

5

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

 

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

 

1.36         “Set-Aside Account” shall mean (i) thesum of the Participant’s Annual Set-Aside Amounts, plus (ii) amountscredited or debited in accordance with all the applicable crediting anddebiting provisions of this Plan that relate to the Participant’s Set-AsideAccount, less (iii) all distributions made to the Participant or his orher Beneficiary pursuant to this Plan that relate to the Participant’sSet-Aside Account.

 

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

 

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

 

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

 

1.40         “Termination of Employment” shall meanthe severing of the Participant’s employment with all Employers, or service asa Director of all Employers, voluntarily or involuntarily, for any reason otherthan Retirement, Disability, death or an authorized leave of absence; providedsuch severing of employment constitutes a “separation from service” as definedin Treas. Reg. Section 1.409A-1(h). If a Participant is both an Employee and a Director, a Termination ofEmployment shall on the later of the date he or she terminates his or heremployment with an Employer as an Employee or service as a Director of allEmployers.

 

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

 

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

 

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the Participant’sproperty due to casualty, or (iii) other similar extraordinary andunforeseeable circumstances arising as a result of events beyond the control ofthe Participant.

 

# **ARTICLE 2Selection, Enrollment, Eligibility**

# ** **

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

##  

## 2.2           **Enrollment Requirements**.

##  

### (a)           As a condition to participation, each selectedEmployee or Director who is eligible to participate in the Plan effective as ofthe first day of a Plan Year, shall complete, execute and return to theCommittee a Participation Agreement, an Election Form and a BeneficiaryDesignation Form, all prior to the first day of such Plan Year, or such earlierdeadline as may be established by the Committee in its sole discretion.  In addition, the Committee shall establishfrom time to time such other enrollment requirements as it determines in itssole discretion are necessary.

###  

### (b)           A selected Employee or Director who first becomeseligible to participate in this Plan after the first day of a Plan Year, and whois not otherwise prohibited from making an election under this subsection (b) byoperation of the plan aggregation rules of Section 409A, mustcomplete, execute and return to the Committee, as the Committee may deemnecessary in its sole discretion, a Participation Agreement, an Election Form anda Beneficiary Designation Form within thirty (30) days after he or shefirst becomes eligible to participate in the Plan, or within such other earlierdeadline as may be established by the Committee, in its sole discretion, inorder to participate for that Plan Year. In such event, such person’s participation in this Plan shall notcommence earlier than the date determined by the Committee pursuant to Section 2.3and such person shall not be permitted to defer under this Plan any portion ofhis or her Base Annual Salary, Annual Bonus or Director’s fees that are paidwith respect to services performed prior to his or her participationcommencement date, except to the extent permissible under Section 409A.

###  

## 2.3           **Eligibility; Commencementof Participation**.  Provided an Employee or Director selected toparticipate in the Plan has met all enrollment requirements set forth in thisPlan and required by the Committee, including returning all required documentsto the Committee within the specified time period, that Employee or Directorshall commence participation in the Plan on the first day of the monthfollowing the month in which the Employee or Director completes all enrollmentrequirements.  If an Employee or a 

 

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

##  

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

##  

# **ARTICLE 3Deferral Commitments/Set-Aside/Crediting/Taxes**

# ** **

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

##  

## 3.2           **Maximum Deferral**.

##  

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

 
| **Deferral**         | ** ** | **Maximum Amount** | ** ** |
|----------------------|------------|-------------------------|------------|
| Base Annual  Salary  |       | 80                      | %          |
| Annual Bonus         |       | 80                      | %          |
| Director’s Fees |       | 100                     | %          |

 

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

 

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Annual Bonus and Directors Fees shall be limited to the amount of compensationnot yet earned by the Participant as of the date the Participant submits aParticipation Agreement and Election Form to the Committee for acceptance.

 

## 3.3           **Election to Defer; Effectof Election Form**.

##  

### (a)           **First Plan Year**.  In connection with a Participant’scommencement of participation in the Plan, the Participant shall make anirrevocable deferral election for the Plan Year in which the Participantcommences participation in the Plan, along with such other elections as theCommittee deems necessary or desirable under the Plan.  For these elections to be valid, the ElectionForm must be completed and signed by the Participant, timely delivered tothe Committee (in accordance with Section 2.2) and accepted by theCommittee.

###  

### (b)           **Subsequent Plan Years**.  For each succeeding Plan Year, an irrevocabledeferral election for that Plan Year, and such other elections as the Committeedeems necessary or desirable under the Plan, shall be made by timely deliveringto the Committee, in accordance with its rules and procedures, before theend of the Plan Year preceding the Plan Year for which the election is made, anew Election Form. If no such Election Form is timely delivered for a PlanYear, the Annual Deferral Amount shall be the same as that elected for thepreceding Plan Year.

###  

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

##  

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

##  

## 3.6           **Investment of Trust Assets**. If the Company establishes a Trust, the Trustee of the Trust shall beauthorized, upon written instructions received from the Committee or investmentmanager appointed by the Committee, to invest and reinvest the assets of theTrust in accordance with the applicable Trust Agreement, including thedisposition of stock and 

 

9

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

##  

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

##  

## 3.8           **Crediting/Debiting ofAccount Balances**.  In accordance with, and subject to, the rules andprocedures that are established from time to time by the Committee, in its solediscretion, amounts shall be credited or debited to a Participant’s AccountBalance in accordance with the following rules:

##  

### (a)           **Election of MeasurementFunds**.  AParticipant, in connection with his or her initial deferral election inaccordance with Section 3.3(a) above, shall elect, on the ElectionForm, one or more Measurement Fund(s) (as described in Section 3.8(c))to be used to determine the amounts to be credited or debited to his or herAccount Balance for the first day on which the Participant commencesparticipation in the Plan and continuing thereafter for each subsequent day inwhich the Participant participates in the Plan, unless changed in accordancewith the next sentence.  Commencing withthe first business day that follows the Participant’s commencement ofparticipation in the Plan and continuing thereafter for each subsequent day inwhich the Participant participates in the Plan, no later than the close ofbusiness on such day, the Participant may (but is not required to) elect, bysubmitting an Election Form to the Committee that is accepted by theCommittee and received by the Company’s third-party administrator, if any, orby submitting changes via the Internet in a manner that is accepted by theCommittee, to add or delete one or more Measurement Fund(s) to be used todetermine the amounts to be credited or debited to his or her Account Balance,or to change the portion of his or her Account Balance allocated to eachpreviously or newly elected Measurement Fund. If an election is made in accordance with the previous sentence, itshall apply no later than the close of business on the next business day andcontinue thereafter for each subsequent day in which the Participantparticipates in the Plan, unless changed in accordance with the previoussentence.

###  

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

###  

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

 

10

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

###  

### (d)           **Crediting or Debiting Method**.  A Participant’s Account Balance shall becredited or debited on a daily basis based on the performance of eachMeasurement Fund selected by the Participant as though (i) a Participant’sAccount Balance were invested in the Measurement Fund(s) selected by theParticipant, in the percentages applicable to such business day, at the closingprice on such date; (ii) the portion of the Annual Deferral Amount thatwas actually deferred during any business day was invested in the MeasurementFund(s) selected by the Participant, in the percentages applicable to suchbusiness day, no later than the close of business on the first business dayafter the day on which such amounts are actually deferred from the Participant’sBase Annual Salary, Director’s Fees and/or Annual Bonus through reductions inhis or her payroll, at the closing price on such date; and (iii) anydistribution made to a Participant that decreases such Participant’s AccountBalance ceased being invested in the Measurement Fund(s), in the percentagesapplicable to such business day, no earlier than one business day prior to thedistribution, at the closing price on such date.

###  

### (e)           **No Actual Investment**.  Notwithstanding any other provision of thisPlan that may be interpreted to the contrary, the Measurement Funds are to beused for measurement purposes only, and a Participant’s election of any suchMeasurement Fund, the allocation to his or her Account Balance thereto, thecalculation of additional amounts and the crediting or debiting of such amountsto a Participant’s Account Balance shallnot be considered orconstrued in any manner as an actual investment of his or her Account Balancein any such Measurement Fund.  In theevent that the Company or the Trustee (as that term is defined in the Trust),in its own discretion, decides to invest funds in any or all of the MeasurementFunds, no Participant shall have any rights in or to such investmentsthemselves.  Without limiting theforegoing, a Participant’s Account Balance shall at all times be a bookkeepingentry only and shall not represent any investment made on his or her behalf bythe Company or the Trust; the Participant shall at all times remain anunsecured creditor of the Company.

 

11

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## 3.9           **FICA and Other Taxes**.

##  

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

###  

### (b)           **Distributions**.  The Participant’s Employer(s), or the trusteeof the Trust, shall withhold from any payments made to a Participant under thisPlan all federal, state and local income, employment and other taxes requiredto be withheld by the Employer(s), or the trustee of the Trust, in connectionwith such payments, in amounts and in a manner to be determined in the solediscretion of the Employer(s) and the trustee of the Trust to the maximumextent permitted under Section 409A.

###  

# **ARTICLE 4Specified Time Distribution; Unforeseeable Financial Emergencies;Early Withdrawal Election**

# ** **

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

##  

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

 

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## 4.3           **WithdrawalPayout/Suspensions for Unforeseeable Financial Emergencies**.

##  

### (a)           If the Participant experiences an UnforeseeableFinancial Emergency, the Participant may petition the Committee to receive afull or partial payout of his Account Balance due to the UnforeseeableFinancial Emergency.  The payout shallnot exceed the amount reasonably needed to satisfy the Unforeseeable FinancialEmergency plus amounts necessary to pay federal, state, or local income taxesor penalties reasonably anticipated as a result of the payout.  If the Participant receives a distributiondue to an Unforeseeable Financial Emergency any deferrals required to be madeby a Participant shall be suspended for the remainder of the Plan Year in whichthe distribution is made.

###  

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

###  

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

###  

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

###  

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

 

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# **ARTICLE 5Distributions**

# ** **

## 5.1           **Benefit Distribution Date**. A Participant’s Benefit Distribution Date shall be the earliest to occurof the following dates:

##  

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

###  

### (b)           The date the Participant Retires as provided inARTICLE 6;

###  

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

###  

### (d)           The date the Participant is Disabled as provided inARTICLE 9; or

###  

### (e)           The date the Participant dies as provided in ARTICLE7.

###  

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

##  

## 5.3           **Time of Distribution**. Distributions pursuant to this Plan shall be paid in accordance with ARTICLE4, ARTICLE 6, ARTICLE 7, ARTICLE 8 or ARTICLE 9, provided that:

##  

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

###  

### (b)                                 AnyDistributions to be made pursuant to the Annual Installment Method shallcommence no later than sixty (60) days after end of the Plan Year in which theParticipant experiences a Benefit Distribution Date and thereafter shall bemade no later than fifteen (15) days after the last business day of thepreceding month; and

###  

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

 

14

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### the extent required pursuant to Section 409A, payment of anyportion of Plan benefits that would have otherwise have been paid to theParticipant during the six-month period following the Participant’s Terminationof Employment and which would constitute deferred compensation under Section 409A(the “Delayed Payments”) shall be delayed until the date that is six (6) monthsand one day following Participant’s Termination of Employment or, if earlier,the date of the Participant’s death (the “Delayed Payment Date”).  As of the Delayed Payment Date, the DelayedPayments plus interest (as provided in Section 3.8), for the period of thedelay, shall be paid to the Participant in a single lump sum.  Any portion of the Plan benefit that was nototherwise due to be paid during the six-month period following the Participant’sTermination of Employment shall be paid to the Participant in accordance withthe payment scheduled set forth under the applicable distribution provision ofthe Plan.

###  

### (d)           To the extent that the Participant has a choice ofdistribution methods and the Participant does not make such election, then suchParticipant shall be deemed to have elected to receive the benefit in a lumpsum.

###  

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

##  

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

###  

### (b)           With respect to payments, other than as described inSections 4.3 (Unforeseeable Financial Emergency), 5.1(d) (Disability) or5.1(e) (death), the first payment pursuant to the modified election shallbe delayed for a period of not less than five (5) yearsfrom the Participant’s originally scheduled Benefit Distribution Date.

###  

### (c)           With respect to payments, other than as described inSections 4.3 (Unforeseeable Financial Emergency), 5.1(d) (Disability) or5.1(e) (death), the new election may not be made less than twelve (12)months prior to the first scheduled payment under the Participant’s originallyscheduled Benefit Distribution Date.

###  

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

###  

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

 

15

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

###  

# **ARTICLE 6Retirement Benefit**

# ** **

## 6.1           **Retirement Benefit**. A Participant who Retires shall receive, as a Retirement Benefit, his orher Account Balance.

##  

## 6.2           **Payment of RetirementBenefit**.  A Participant, in connection with eachelection to defer Annual Deferral Amounts, shall elect on an Election Form toreceive the Retirement Benefit, subject to Section 5.2 (Limited Cashouts),in either (a) a lump sum, or (b) pursuant to an Annual InstallmentMethod of up to fifteen (15) years, or (c) a combination of a lump sumpayment followed by installment payments made pursuant to an Annual InstallmentMethod of up to fifteen (15) years.  Thelump sum payment shall be made, or installment payments shall commence, nolater than sixty (60) days after the last day of the Plan Year in which theParticipant Retires.  If a Participantelects to receive a lump sum and installment payments, the lump sum paymentshall be made no later than sixty (60) days after the last day of the Plan Yearin which the Participant Retires and installment payments shall commence nolater than sixty (60) days after the last day of the following Plan Year.

##  

## 6.3           **Death Prior to Completionof Retirement Benefit**.  A Participant, in connection witheach election to defer Annual Deferral Amounts, shall elect on an Election Form themanner in which his or her Beneficiary will receive the Participant’s unpaidRetirement Benefit, should the Participant die after Retirement but before theRetirement Benefit is paid in full.  TheParticipant shall elect to have the unpaid Retirement Benefit paid to his orher Beneficiary (a) over the remaining number of years and in the sameamounts as that benefit would have been paid to the Participant had the Participantsurvived, or (b) in a lump sum payment equal to the Participant’s unpaidremaining Account Balance.  If aParticipant does not make any election with respect to the payment of theunpaid Retirement Benefit, then such benefit shall be paid in a lump sum nomore than sixty (60) days, after the last day of the Plan Year in which theCommittee is provided with proof that is satisfactory to the Committee of theParticipant’s death.

 

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# **ARTICLE 7Pre-Retirement Survivor Benefit**

# ** **

## 7.1           **Pre-Retirement SurvivorBenefit**.  The Participant’s Beneficiary shall receive aPre-Retirement Survivor Benefit equal to the Participant’s Account Balance ifthe Participant dies before he or she Retires, experiences a Termination ofEmployment or suffers a Disability.

##  

## 7.2           **Payment of Pre-RetirementSurvivor Benefit**.  A Participant, in connection with eachelection to defer Annual Deferral Amounts, shall elect on an Election Form toreceive the Pre-Retirement Survivor Benefit, subject to Section 5.2(Limited Cashouts), by his or her Beneficiary in either (a) a lump sum or (b) pursuantto an Annual Installment Method of up to fifteen (15) years.  If a Participant does not make any electionwith respect to the payment of the Pre-Retirement Survivor Benefit, then suchbenefit shall be paid in a lump sum.  Thelump sum payment shall be made as soon as practical, but no more than sixty(60) days, after the last day of the Plan Year in which the Committee isprovided with proof that is satisfactory to the Committee of the Participant’sdeath.

##  

# **ARTICLE 8Termination Benefit**

# ** **

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

##  

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

##  

# **ARTICLE 9Disability Benefit**

# ** **

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

##  

## 9.2           **Payment of DisabilityBenefit**.  The Disability Benefit shall be paid in alump sum to the Participant and shall be paid as provided in ARTICLE 5.

 

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# **ARTICLE 10Beneficiary Designation**

# ** **

## 10.1         **Beneficiary**. Each Participant shall have the right, at any time, to designate his orher Beneficiary(ies) (both primary as well as contingent) to receive anybenefits payable under the Plan to a beneficiary upon the death of aParticipant.  The Beneficiary designatedunder this Plan may be the same as or different from the Beneficiarydesignation under any other plan of an Employer in which the Participantparticipates.

##  

## 10.2         **Beneficiary Designation;Change; Spousal Consent**.  A Participantshall designate his or her Beneficiary by completing and signing theBeneficiary Designation Form, and returning it to the Committee or itsdesignated agent.  A Participant shallhave the right to change a Beneficiary by completing, signing and otherwisecomplying with the terms of the Beneficiary Designation Form and theCommittee’s rules and procedures, as in effect from time to time.  If the Participant names someone other thanhis or her spouse as a Beneficiary, a spousal consent, in the form designatedby the Committee, must be signed by that Participant’s spouse and returned tothe Committee.  Upon the acceptance bythe Committee of a new Beneficiary Designation Form, all Beneficiarydesignations previously filed shall be canceled.  The Committee shall be entitled to rely onthe last Beneficiary Designation Form filed by the Participant andaccepted by the Committee prior to his or her death.

##  

## 10.3         **Acknowledgment**. No designation or change in designation of a Beneficiary shall beeffective until received and acknowledged in writing by the Committee or itsdesignated agent.

##  

## 10.4         **No Beneficiary Designation**. If a Participant fails to designate a Beneficiary as provided inSections 10.1, 10.2 and 10.3 above or, if all designated Beneficiariespredecease the Participant or die prior to complete distribution of theParticipant’s benefits, then the Participant’s designated Beneficiary shall bedeemed to be his or her surviving spouse. If the Participant has no surviving spouse, the benefits remaining underthe Plan to be paid to a Beneficiary shall be payable to the executor orpersonal representative of the Participant’s estate.

##  

## 10.5         **Doubt as to Beneficiary**. If the Committee has any doubt as to the proper Beneficiary to receivepayments pursuant to this Plan, the Committee shall have the right, exercisablein its discretion, to cause the Participant’s Employer to withhold suchpayments until this matter is resolved to the Committee’s satisfaction.

##  

## 10.6         **Discharge of Obligations**. The payment of benefits under the Plan to a Beneficiary shall fully andcompletely discharge all Employers and the Committee from all furtherobligations under this Plan with respect to the Participant, and thatParticipant’s Participation Agreement shall terminate upon such full payment ofbenefits.

 

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# **ARTICLE 11Leave of Absence**

# ** **

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

##  

## 11.2         **Unpaid Leave of Absence**. If a Participant is authorized by the Participant’s Employer to take anunpaid leave of absence from the employment of the Employer for any reason, andsuch leave of absence does not constitute a Termination of Employment, asdetermined by the Committee in accordance with Section 409A, suchParticipant shall continue to be eligible for the benefits provided in ARTICLE4, ARTICLE 6, ARTICLE 7, ARTICLE 8 or ARTICLE 9 in accordance with theprovisions of those Articles and shall not be deemed to have had a Terminationof Employment.  However, to the extentpermitted under Section 409A, the Participant shall be excused fromfulfilling his or her Annual Deferral Amount commitment that would otherwisehave been withheld during the remainder of the Plan Year in which the unpaidleave of absence is taken.  During theunpaid leave of absence, the Participant shall not be allowed to make anyadditional deferral elections.  However,if the Participant returns to employment, the Participant may elect to defer anAnnual Deferral Amount for the Plan Year following his or her return toemployment and for every Plan Year thereafter while a Participant in the Plan;provided such deferral elections are otherwise allowed and an Election Form isdelivered to and accepted by the Committee or its designee for each suchelection in accordance with Section 3.3 above.

##  

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

 

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# **ARTICLE 12Termination, Amendment or Modification**

# ** **

## 12.1         **Termination**. Although the Company and the Employers anticipate that they willcontinue the Plan for an indefinite period of time, there is no guarantee thatthe Company will continue the Plan or will not terminate or freeze the Plan atany time in the future or that an Employer will continue participating in thePlan or will not terminate its participation in the Plan.  Accordingly, to the maximum extentpermissible under Section 409A, the Company reserves the right todiscontinue its sponsorship of the Plan and/or to terminate the Plan at anytime with respect to any or all of the Employers or any or all of itsparticipating Employees, by action of its board of directors.  In addition, to the maximum extentpermissible under Section 409A, each Employer reserves the right todiscontinue its participation in the Plan by action of its board ofdirectors.  Upon the termination of the Plan,the participation of the affected Participants shall terminate and their vestedAccount Balances shall be distributed in accordance with the requirements of Section 409A.  The termination of the Plan shall notadversely affect any Participant or Beneficiary who has become entitled to thepayment of any benefits under the Plan as of the date of termination; providedhowever, that, as may be permitted under Section 409A, the Company shallhave the right to accelerate installment payments without a premium orprepayment penalty by paying the vested Account Balance in a lump sum.

##  

## 12.2         **Amendment**.

##  

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

 

20

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

###  

## 12.3         **Effect of Payment**. The full payment of the applicable benefit under ARTICLE 4, ARTICLE 5,ARTICLE 6, ARTICLE 7, ARTICLE 8 or ARTICLE 9 of the Plan shall completelydischarge all obligations to a Participant and his or her designatedBeneficiaries under this Plan and the Participant’s Participation Agreementshall terminate.

##  

# **ARTICLE 13Administration**

# ** **

## 13.1         **Committee Duties**. Except as otherwise provided in this ARTICLE 13, this Plan shall beadministered by a Committee which shall consist of the Board, or such committeeas the Board shall appoint.  Members ofthe Committee may be Participants under this Plan.  The Committee shall also have the discretionand authority to (i) make, amend, interpret, and enforce all appropriate rules andregulations for the administration of this Plan and (ii) decide or resolveany and all questions including interpretations of this Plan, as may arise inconnection with the Plan.  Any individualserving on the Committee who is a Participant shall not vote or act on anymatter relating solely to himself or herself. When making a determination or calculation, the Committee shall beentitled to rely on information furnished by a Participant or the Company.

##  

## 13.2         **Administration Upon ChangeIn Control**.  For purposes of this Plan, the Committeeshall be the “Administrator” at all times prior to the occurrence of a Changein Control.  Upon and after theoccurrence of a Change in Control, the “Administrator” shall be an independentthird party selected by the Trustee of the Trust and approved by the individualwho, immediately prior to such event, was the Company’s Chief Executive Officeror, if not so identified, the Company’s highest ranking officer (the “Ex-CEO”).  The Administrator shall have thediscretionary power to determine all questions arising in connection with theadministration of the Plan and the interpretation of the Plan and Trustincluding, but not limited to benefit entitlement determinations; *provided, however,* upon and after the occurrence of a Changein Control, the Administrator shall have no power to direct the investment ofPlan or Trust assets or select any investment manager or custodial firm for thePlan or Trust.  Upon and after theoccurrence of a Change in Control, the Company must: (1) pay allreasonable administrative expenses and fees of the Administrator; (2) indemnifythe Administrator against any costs, expenses and 

 

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## liabilitiesincluding, without limitation, attorney’s fees and expenses arising inconnection with the performance of the Administrator hereunder, except withrespect to matters resulting from the gross negligence or willful misconduct ofthe Administrator or its employees or agents; and (3) supply full andtimely information to the Administrator or all matters relating to the Plan,the Trust, the Participants and their Beneficiaries, the Account Balances ofthe Participants, the date of circumstances of the Retirement, Disability,death or Termination of Employment of the Participants, and such otherpertinent information as the Administrator may reasonably require.  Upon and after a Change in Control, theAdministrator may be terminated (and a replacement appointed) by the Trusteeonly with the approval of the Ex-CEO. Upon and after a Change in Control, the Administrator may not beterminated by the Company.

##  

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

##  

## 13.4         **Binding Effect ofDecisions**.  The decision or action of the Administratorwith respect to any question arising out of or in connection with theadministration, interpretation and application of the Plan and the rules andregulations promulgated hereunder shall be final and conclusive and bindingupon all persons having any interest in the Plan.

##  

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

##  

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

##  

# **ARTICLE 14Other Benefits and Agreements**

# ** **

## 14.1         **Coordination with OtherBenefits**.  The benefits provided for a Participant andParticipant’s Beneficiary under the Plan are in addition to any other benefitsavailable to such Participant under any other plan or program for employees ofthe Participant’s Employer.  The Planshall supplement and shall not supersede, modify or amend any other such planor program except as may otherwise be expressly provided.

 

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# **ARTICLE 15Claims Procedures**

# ** **

## 15.1         **Presentation of Claim**. Any Participant or Beneficiary of a deceased Participant (suchParticipant or Beneficiary being referred to below as a “Claimant”) may deliverto the Committee a written claim for a determination with respect to theamounts distributable to such Claimant from the Plan.  If such a claim relates to the contents of anotice received by the Claimant, the claim must be made within sixty(60) days after such notice was received by the Claimant.  All other claims must be made within180 days of the date on which the event that caused the claim to ariseoccurred.  The claim must state withparticularity the determination desired by the Claimant.

##  

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

##  

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

###  

### (b)           that the Committee has reached a conclusioncontrary, in whole or in part, to the Claimant’s requested determination, andsuch notice must set forth in a manner calculated to be understood by theClaimant:

###  

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

####  

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

####  

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

####  

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

####  

#### (v)           a statement of the Claimant’s right tobring a civil action under ERISA Section 502(a) following an adversebenefit determination on review.

 

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

##  

### (a)           may, upon request and free of charge, havereasonable access to, and copies of, all documents, records and otherinformation relevant to the claim for benefits;

###  

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

###  

### (c)           may request a hearing, which the Committee, in itssole discretion, may grant.

###  

## 15.4         **Decision on Review**. The Committee shall render its decision on review promptly, and no laterthan sixty (60) days (forty-five (45) days, in the case of a claim basedon Disability) after the Committee receives the Claimant’s written request fora review of the denial of the claim.  Ifthe Committee determines that special circumstances require an extension oftime for processing the claim, written notice of the extension shall be furnishedto the Claimant prior to the termination of the initial sixty (60) dayperiod.  In no event shall such extensionexceed a period of sixty (60) days (forty-five (45) days, in the case of aclaim based on Disability) from the end of the initial period.  The extension notice shall indicate thespecial circumstances requiring an extension of time and the date by which theCommittee expects to render the benefit determination.  In rendering its decision, the Committeeshall take into account all comments, documents, records and other informationsubmitted by the Claimant relating to the claim, without regard to whether suchinformation was submitted or considered in the initial benefitdetermination.  The decision must bewritten in a manner calculated to be understood by the Claimant, and it mustcontain:

##  

### (a)           specific reasons for the decision;

###  

### (b)           specific reference(s) to the pertinent Planprovisions upon which the decision was based;

###  

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

###  

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

 

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

##  

# **ARTICLE 16Trust**

# ** **

## 16.1         **Establishment of the Trust**. The Company may, in its sole discretion, establish the Trust.  If the Company establishes a Trust, eachEmployer shall at least annually transfer over to the Trust such assets as theEmployer determines, in its sole discretion, are necessary to provide, on apresent value basis, for its respective future liabilities created with respectto the Annual Deferral Amounts, and Annual Set-Aside Amounts for such Employer’sParticipants for all periods prior to the transfer, as well as any debits andcredits to the Participants’ Account Balances for all periods prior to thetransfer, taking into consideration the value of the assets in the trust at thetime of the transfer.

##  

## 16.2         **Interrelationship of thePlan and the Trust**.  The provisions of the Plan andthe Participation Agreement shall govern the rights of a Participant to receivedistributions pursuant to the Plan.  Theprovisions of the Trust, if established, shall govern the rights of theEmployers, Participants and the creditors of the Employers to the assetstransferred to the Trust.  Each Employershall at all times remain liable to carry out its obligations under the Plan.

##  

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

##  

# **ARTICLE 17Miscellaneous**

# ** **

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

##  

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

 

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## 17.3         **Employer’s Liability**. An Employer’s liability for the payment of benefits shall be definedonly by the Plan and the Participation Agreement, as entered into between theEmployer and a Participant.  An Employershall have no obligation to a Participant under the Plan except as expresslyprovided in the Plan and his or her Participation Agreement.

##  

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

##  

## 17.5         **Not a Contract ofEmployment**.  The terms and conditions of this Plan shallnot be deemed to constitute a contract of employment between any Employer andthe Participant.  Such employment ishereby acknowledged to be an “at will” employment relationship that can beterminated at any time for any reason, or no reason, with or without cause, andwith or without notice, unless expressly provided in a written employmentagreement.  Nothing in this Plan shall bedeemed to give a Participant the right to be retained in the service of anyEmployer, either as an Employee or a Director, or to interfere with the rightof any Employer to discipline or discharge the Participant at any time.

##  

## 17.6         **Furnishing Information**. A Participant or his or her Beneficiary will cooperate with theCommittee by furnishing any and all information requested by the Committee andtake such other actions as may be requested in order to facilitate theadministration of the Plan and the payments of benefits hereunder, includingbut not limited to taking such physical examinations as the Committee may deemnecessary.

##  

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

##  

## 17.8         **Captions**. The captions of the articles, sections and paragraphs of this Plan arefor convenience only and shall not control or affect the meaning orconstruction of any of its provisions.

##  

## 17.9         **Governing Law**. Subject to ERISA, the provisions of this Plan shall be construed andinterpreted according to the internal laws of the State of Illinois withoutregard to its conflicts of laws principles.

 

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## 17.10       **Notice**. Any notice or filing required or permitted to be given to the Committeeunder this Plan shall be sufficient if in writing and hand-delivered, or sentby registered or certified mail, to the address below:

 
| Duane G. Debs                          |
|----------------------------------------|
| President and Chief  Financial Officer |
| West Suburban  Bancorp, Inc.      |
| 2800 S. Finley Rd.                     |
| Downers Grove, IL 60515                |

 

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

 

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

 

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

##  

## 17.12       **Spouse’s Interest**. The interest in the benefits hereunder of a spouse of a Participant whohas predeceased the Participant shall automatically pass to the Participant andshall not be transferable by such spouse in any manner, including but notlimited to such spouse’s will, nor shall such interest pass under the laws ofintestate succession.

##  

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

##  

## 17.14       **Incompetent**. If the Committee determines in its discretion that a benefit under thisPlan is to be paid to a minor, a person declared incompetent or to a personincapable of handling the disposition of that person’s property, the Committeemay direct payment of such benefit to the guardian, legal representative orperson having the care and custody of such minor, incompetent or incapableperson.  The Committee may require proofof minority, incompetence, incapacity or guardianship, as it may deemappropriate prior to distribution of the benefit.  Any payment of a benefit shall be a paymentfor the account of the Participant and the Participant’s Beneficiary, as thecase may be, and shall be a complete discharge of any liability under the Planfor such payment amount.

##  

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

 

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## settlement orotherwise, the Committee, in its sole discretion, shall have the right,notwithstanding any election made by a Participant, to immediately distributethe spouse’s or former spouse’s interest in the Participant’s benefits underthe Plan to that spouse or former spouse. Notwithstanding the foregoing, the Committee shall interpret thisprovision in a manner consistent with Section 409A.

##  

## 17.16       **Distribution in the Eventof Income Inclusion under Section 409A**.  If any portionof a Participant’s Account Balance under this Plan is required to be includedin income by the Participant prior to receipt due to a failure of this Plan tomeet the requirements of Section 409A, the Participant may petition theCommittee or Administrator, as applicable, for a distribution of that portionof his or her Account Balance that is required to be included in his or herincome.  Upon the grant of such apetition, which grant shall not be unreasonably withheld, the Employer shalldistribute to the Participant immediately available funds in an amount equal tothe portion of his or her Account Balance required to be included in income asa result of the failure of the Plan to meet the requirements of Section 409A,which amount shall not exceed the Participant’s unpaid Account Balance underthe Plan.  If the petition is granted,such distribution shall be made within ninety (90) days of the date when theParticipant’s petition is granted.  Sucha distribution shall affect and reduce the Participant’s benefits to be paidunder this Plan.

##  

## 17.17       **Deduction Limitation onBenefit Payments**.  If the Company determines in good faithprior to a Change in Control that there is a reasonable likelihood that anycompensation paid to a Participant for a taxable year of the Company would notbe deductible by the Company solely by reason of the limitation under Code Section 162(m),then to the extent deemed necessary by the Company to ensure that the entireamount of any distribution to the Participant pursuant to this Plan prior tothe Change in Control is deductible, the Company may defer all or any portionof a distribution under this Plan.  Anyamounts deferred pursuant to this limitation shall continue to becredited/debited with additional amounts in accordance with Section 3.8 above.  The amounts so deferred and amounts creditedthereon shall be distributed, in accordance with the requirements of Section 409A,to the Participant or his or her Beneficiary (in the event of the Participant’sdeath) in a single lump sum at the earliest possible date, as determined by theCompany in good faith, on which the deductibility of compensation paid orpayable to the Participant for the taxable year of the Company during which thedistribution is made will not be limited by Code Section 162(m).

##  

## 17.18       **Insurance**. The Employers, on their own behalf or on behalf of the trustee of theTrust, and, in their sole discretion, may apply for and procure insurance onthe life of the Participant, in such amounts and in such forms as the Trust maychoose.  The Employers or the trustee ofthe Trust, as the case may be, shall be the sole owner and beneficiary of anysuch insurance.  The Participant shallhave no interest whatsoever in any such policy or policies, and at the requestof the Employers shall submit to medical examinations and supply suchinformation and execute such documents as may be required by the insurancecompany or companies to whom the Employers have applied for insurance.

 

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## 17.19       **Legal Fees To EnforceRights After Change in Control**.  The Companyand each Employer is aware that upon the occurrence of a Change in Control, theBoard or the board of directors of a Participant’s Employer (which might thenbe composed of new members) or a shareholder of the Company or the Participant’sEmployer, or of any successor corporation might then cause or attempt to causethe Company, the Participant’s Employer or such successor to refuse to complywith its obligations under the Plan and might cause or attempt to cause theCompany or the Participant’s Employer to institute, or may institute,litigation seeking to deny Participants the benefits intended under thePlan.  In these circumstances, thepurpose of the Plan could be frustrated.  Accordingly, if, following a Change inControl, it should appear to any Participant that the Company, the Participant’sEmployer or any successor corporation has failed to comply with any of itsobligations under the Plan or any agreement thereunder or, if the Company, suchEmployer or any other person takes any action to declare the Plan void orunenforceable or institutes any litigation or other legal action designed todeny, diminish or to recover from any Participant the benefits intended to beprovided, then the Company and the Participant’s Employer irrevocably authorizesuch Participant to retain counsel of his or her choice at the expense of theCompany and the Participant’s Employer (who shall be jointly and severallyliable) to represent such Participant in connection with the initiation ordefense of any litigation or other legal action, whether by or against theCompany, the Participant’s Employer or any director, officer, shareholder orother person affiliated with the Company, the Participant’s Employer or anysuccessor thereto in any jurisdiction. Notwithstanding the foregoing, the Employer shall be liable for legalfees and expenses pursuant to this Section 17.19 only to the extentincurred in connection with a “bona fide” dispute as provided under Section 409A.  All payments made hereunder shall be paid orreimbursed by the Employer not later than December 31st of the yearfollowing the year in which the fees were incurred.

##  

##  

**IN WITNESS WHEREOF**, the Company has signed this Plan document as of December30, 2008.

 

 

|   | **WEST SUBURBAN BANCORP, INC.**, an Illinois  corporation |
|--------|-----------------------------------------------------------|
|   |                                                      |
|   |                                                      |
|   | By:                                                       | /s/ Duane G. Debs |
|   | Title:                                                    | President |

 

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**Measurement Funds**

 

Following is a list of the Measurement Funds currentlyavailable under the Plan:

 

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

 

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

 

3.             Fidelity VIP II Contrafund Portfolio (described as amutual fund which seeks long-term capital appreciation by investing in equitysecurities of companies whose value the manager believes may not be fullyrecognized by the public);

 

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

 

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

 

6.             Nationwide (Dreyfus) Small Cap Value Fund (describedas a mutual fund which seeks capital appreciation by investing primarily inequity securities of companies with a median market capitalization ofapproximately $1 billion);

 

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

 

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

 

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

 

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

 

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