THIRD CENTURY BANCORP EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST AGREEMENT (EFFECTIVE JUNE 1, 2004) TABLE OF CONTENTS

THIRD CENTURY BANCORP

EMPLOYEE STOCK OWNERSHIP PLAN AND

TRUST AGREEMENT

(EFFECTIVE JUNE 1, 2004)

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS.............................................................................................1
Section 1.1. "Accrued Company Contributions Benefit"..................................................1
Section 1.2. "Act"....................................................................................1
Section 1.3. "Anniversary Date".......................................................................1
Section 1.4. "Annual Addition"........................................................................1
Section 1.5. "Bank"...................................................................................1
Section 1.6. "Beneficiary"............................................................................2
Section 1.7. "Break in Service".......................................................................2
Section 1.8. "Code"...................................................................................2
Section 1.9. "Committee"..............................................................................2
Section 1.10. "Company"................................................................................2
Section 1.11. "Company Contributions Account"..........................................................2
Section 1.12. "Compensation"...........................................................................2
Section 1.13. "Deferred Retirement"....................................................................3
Section 1.14. "Deferred Retirement Date"...............................................................3
Section 1.15. "Effective Date".........................................................................3
Section 1.16. "Employee"...............................................................................3
Section 1.17. "Exempt Loan"............................................................................3
Section 1.18. "Fund"...................................................................................3
Section 1.19. "Highly Compensated Employee"............................................................3
Section 1.20. "Holding Company"........................................................................4
Section 1.21. "Hour of Service"........................................................................4
Section 1.22. "Leave of Absence".......................................................................5
Section 1.23. "Normal Retirement"......................................................................5
Section 1.24. "Normal Retirement Date".................................................................5
Section 1.25. "Participant"............................................................................6
Section 1.26. "Plan"...................................................................................6
Section 1.27. "Plan Year"..............................................................................6
Section 1.28. "Section 415 Compensation"...............................................................6
Section 1.29. "Stock"..................................................................................7
Section 1.30. "Top Paid Group".........................................................................7
Section 1.31. "Total Disability".......................................................................8
Section 1.32. "Trust"..................................................................................8
Section 1.33. "Trustee"................................................................................8
Section 1.34. "Valuation Date".........................................................................8
Section 1.35. "Year of Service"........................................................................8
ARTICLE II ELIGIBILITY AND PARTICIPATION..........................................................................9
Section 2.1. Eligibility..............................................................................9
Section 2.2. Entry Dates..............................................................................9
Section 2.3. Deferred Retirement......................................................................9
Section 2.4. Rehire After Military Service............................................................9
ARTICLE III COMPANY CONTRIBUTIONS................................................................................10
Section 3.1. Company Contributions...................................................................10
Section 3.2. Form of Contributions...................................................................10
Section 3.3. Holding by Trustee......................................................................10
Section 3.4. Expenses................................................................................10
Section 3.5. No Company Liability for Benefits.......................................................10
Section 3.6. No Rollover Contributions...............................................................10
ARTICLE IV ALLOCATION TO PARTICIPANTS' ACCOUNTS..................................................................11
Section 4.1. Company Contributions Accounts..........................................................11
Section 4.2. Allocation of Company Contributions.....................................................11
Section 4.3. Limitations on Annual Additions.........................................................11
Section 4.4. Effective Date of Allocations...........................................................12
Section 4.5. Cash Dividends..........................................................................12
Section 4.6. Allocation of Forfeitures...............................................................12
Section 4.7. Special Allocation Rules................................................................13
Section 4.8. Allocation of Expenses..................................................................14
ARTICLE V VALUATIONS AND ADJUSTMENTS.............................................................................15
Section 5.1. Valuation of Fund.......................................................................15
Section 5.2. Adjustments.............................................................................15
Section 5.3. Amount of Adjustments...................................................................16
Section 5.4. Effective Date of Adjustments...........................................................16
Section 5.5. Notice to Participants..................................................................16
ARTICLE VI BENEFITS 17
Part A Retirement Benefits...............................................................................17
Section 6.1. Retirement..............................................................................17
Part B Termination Benefits..............................................................................17
Section 6.2. Effect of Termination...................................................................17
Section 6.3. Vesting.................................................................................17
Section 6.4. Payment.................................................................................18
Part C Death Benefits....................................................................................18
Section 6.5. Benefits upon Death.....................................................................18
Section 6.6. Beneficiaries...........................................................................19
Section 6.7. Lack of Beneficiaries...................................................................19
Section 6.8. Termination or Retirement prior to Death................................................19
Part D General...........................................................................................19
Section 6.9. Date of Distribution....................................................................19
Section 6.10. Form of Distribution....................................................................20
Section 6.11. Liability...............................................................................20
Section 6.12. Segregated Accounts.....................................................................20
Section 6.13. Right of First Refusal..................................................................21
Section 6.14. Put Options.............................................................................21
Section 6.15. Benefits Payable after Death of Participant.............................................22
Section 6.16. Direct Transfers........................................................................22
Part E Minimum Distribution Requirements.................................................................23
Section 6.17. General Rules...........................................................................23
Section 6.18. Time and Manner of Distribution.........................................................23
Section 6.19. Required Minimum Distributions During Participant's Lifetime............................24
Section 6.20. Required Minimum Distributions After Participant's Death................................25
Section 6.21. Election to Apply 5-Year Rule to Distributions to Designated
Beneficiaries...........................................................................26
Section 6.22. Definitions.............................................................................26
ARTICLE VII ADMINISTRATIVE COMMITTEE.............................................................................28
Section 7.1. Establishment...........................................................................28
Section 7.2. Duties..................................................................................28
Section 7.3. Actions.................................................................................28
Section 7.4. Disqualification........................................................................28
Section 7.5. Powers..................................................................................28
Section 7.6. Discrimination Prohibited...............................................................29
Section 7.7. Statements and Forms....................................................................29
Section 7.8. Liability...............................................................................29
Section 7.9. Determination of Right to Benefits......................................................29
Section 7.10. Investment Directions...................................................................29
Section 7.11. Voting Power............................................................................30
ARTICLE VIII THE TRUSTEE.........................................................................................31
Section 8.1. Assets Held in Trust....................................................................31
Section 8.2. Investments.............................................................................31
Section 8.3. Directions of Committee.................................................................31
Section 8.4. Receipt of Additional Shares............................................................31
Section 8.5. Delivery of Materials to Committee......................................................32
Section 8.6. Powers..................................................................................32
Section 8.7. Loans to the Trust......................................................................33
Section 8.8. Annual Accounting.......................................................................35
Section 8.9. Audit...................................................................................35
Section 8.10. Uncertainty Concerning Payment of Benefits..............................................35
Section 8.11. Compensation............................................................................35
Section 8.12. Standard of Care........................................................................35
Section 8.13. Request for Instructions................................................................36
Section 8.14. Resignation of Trustee..................................................................36
Section 8.15. Vacancies in Trusteeship................................................................36
Section 8.16. Information to Be Furnished.............................................................36
Section 8.17. Voting Rights of Participants...........................................................36
Section 8.18. Delegation of Authority.................................................................37
Section 8.19. Diversification of Company Contributions Account........................................37
Section 8.20. Tender Offer............................................................................38
ARTICLE IX AMENDMENT, TERMINATION AND MERGER.....................................................................39
Section 9.1. Amendment...............................................................................39
Section 9.2. Termination or Complete Discontinuance of Contributions................................39
Section 9.3. Determination by Internal Revenue Service...............................................40
Section 9.4. Nonreversion............................................................................40
Section 9.5. Merger..................................................................................40
ARTICLE X MISCELLANEOUS..........................................................................................40
Section 10.1. Creation of Plan Voluntary..............................................................40
Section 10.2. No Employment Contract..................................................................41
Section 10.3. Limitation on Rights Created............................................................41
Section 10.4. Waiver of Claims........................................................................41
Section 10.5. Spendthrift Provision...................................................................41
Section 10.6. Payment of Benefits to Others...........................................................42
Section 10.7. Payments to Missing Persons.............................................................42
Section 10.8. Severability............................................................................42
Section 10.9. Captions................................................................................43
Section 10.10. Construction............................................................................43
Section 10.11. Counterparts............................................................................43
Section 10.12. Indemnification.........................................................................43
Section 10.13. Standards of Interpretation and Administration..........................................43
Section 10.14. Governing Law...........................................................................43
Section 10.15. Successors and Assigns..................................................................43
Section 10.16. Adoption of the Plan....................................................................43
Section 10.17. Withdrawal from Plan....................................................................43
ARTICLE XI TEFRA TOP-HEAVY RULES.................................................................................44
Section 11.1. Application.............................................................................44
Section 11.2. Determination...........................................................................44
Section 11.3. Accrued Benefits........................................................................45
Section 11.4. Vesting Provisions......................................................................46
Section 11.5. Minimum Contribution....................................................................46

THIRD CENTURY BANCORP
EMPLOYEE STOCK OWNERSHIP PLAN AND
TRUST AGREEMENT
(EFFECTIVE JANUARY 1, 2004)

ARTICLE I
DEFINITIONS

Section 1.1. "Accrued Company Contributions Benefit" shall mean the balance
of a Participant's Company Contributions Account as of the last preceding
Valuation Date.

Section 1.2. "Act" shall mean the Employee Retirement Income Security Act
of 1974, as now in effect or hereafter amended, and shall also include all
regulations promulgated thereunder.

Section 1.3. "Anniversary Date" shall mean the last calendar day of any
Plan Year.

Section 1.4. "Annual Addition" shall mean, with respect to any Participant
for any Plan Year and with respect to this Plan and to all other qualified
defined contribution plans maintained by the Company, the sum of:

(a) Company contributions credited to his Company Contributions Account for
that Plan Year under this Plan;

(b) that Participant's non-deductible contributions;

(d) amounts allocated to an individual medical account as defined in
Section 415(1)(2) of the Code which is part of a qualified pension or annuity
plan maintained by the Company shall be treated as Annual Additions to a
qualified defined contribution plan, and amounts derived from Company
contributions paid or accrued in taxable years ending after such date which are
attributable to post-retirement medical benefits allocated to the separate
account of a key employee as defined in Section 419A(d)(3) of the Code under a
welfare benefit fund as defined in Section 419(e) of the Code maintained by the
Company shall also be treated as Annual Additions to a qualified defined
contribution plan.

Annual Additions shall not include any amounts allocated as income to a
Participant's Company Contributions Account in accordance with Section 8.7(j).
To the extent Company contributions and forfeitures are used in a Plan Year to
repay an Exempt Loan and shares of Stock are released from a suspense account,
the fair market value of the shares of Stock released and allocated to a
Participant's Company Contribution Account, rather than the amount of Company
contributions and forfeitures applied towards the Exempt Loan, shall be treated
as an Annual Addition in such Plan Year but only if it would result in a lesser
Annual Addition in such Plan Year.

Section 1.5. "Bank" shall mean Mutual Savings Bank and any successor
thereto.

Section 1.6. "Beneficiary" shall mean the person(s) entitled under the
provisions of Section 6.5 to receive benefits after the death of a Participant.

Section 1.7. "Break in Service" shall mean a consecutive twelve (12) month
period during which an Employee (either during his employment with the Company
or while employed by an affiliated company before his transfer to the Company's
employ) completes no more than five hundred (500) Hours of Service. The Break in
Service computation period shall be the same computation period used to
determine an Employee's Years of Service.

Section 1.8. "Code" shall mean the Internal Revenue Code of 1986, as now in
effect or hereafter amended, and shall also include all regulations promulgated
thereunder.

Section 1.9. "Committee" shall mean the administrative committee appointed
and acting in accordance with the provisions of Article VII. The Committee shall
be deemed to be the Plan Administrator for purposes of the Act.

Section 1.10. "Company" shall mean the Bank, the Holding Company, and any
Company that becomes a participating employer pursuant to Section 10.16, and any
successors thereto. Solely for the purpose of:

(a) computing an Employee's Years of Service and Hours of Service to
determine his eligibility to participate in and the vesting of his benefits
under this Plan;

(b) applying the limitations contained in Section 4.3;

(c) determining whether this Plan is a Top Heavy Plan under Section 11.2
and, thus, subject to the provisions of Article XI; and

(d) determining whether an Employee terminated his employment with the
Company.

"Company" shall also include any entity which, together with a participating
Company, constitutes a member of a controlled group of corporations, a member of
a commonly controlled group of trades or businesses or a member of an affiliated
service group within the meaning of Section 414(b), Section 414(c) or Section
414(m) of the Code or any entity that is required to be aggregated with a
participating Company under Section 414(o) of the Code.

Section 1.11. "Company Contributions Account" shall mean the account
maintained for each Participant to which contributions made by the Company shall
be allocated.

Section 1.12. "Compensation" shall mean the total of all amounts from the
Company included on an Employee's Federal Form W-2 during any period; provided,
however, that an Employee's Compensation also shall include amounts redirected
under Sections 401(k), 125 and 132(f) of the Code but shall exclude, with
respect to any Employee, any amounts contributed by the Company for or on
account of that Employee under this Plan or under any other employee retirement
plan. The Compensation in a Plan Year of each Participant taken into account in
determining contributions in any Plan Year shall not exceed two hundred five
thousand dollars ($205,000) as adjusted pursuant to Section 401(a)(17)(B) of the
Code. The cost-of-living adjustment in effect for a Plan Year applies to any
period, not exceeding twelve (12) months, over which compensation is determined
(determination period) beginning in such calendar year. If a determination
period consists of fewer than twelve (12) months, the annual compensation limit
will be multiplied by a fraction, the numerator of which is the number of months
in the determination period, and the denominator of which is twelve (12).

Section 1.13. "Deferred Retirement" shall mean retirement after a
Participant's Normal Retirement Date in accordance with Section 2.3.

Section 1.14. "Deferred Retirement Date" shall mean the first (1st)
calendar day of the month after a Participant's Normal Retirement Date as of
which he retires or his employment with the Company is terminated for any reason
other than his death.

Section 1.15. "Effective Date" shall mean June 1, 2004; provided, however,
that if prior to December 31, 2004, the Bank shall not have completed its
conversion from mutual to stock form, this Plan shall be null and void and any
shares of Stock and other assets held hereunder shall be returned to the
Company.

Section 1.16. "Employee" shall mean any person employed by a Company, and
shall also include any individual deemed to be a leased employee (as defined
below) of a Company but only to the extent required by the Code. For purposes of
this Plan, the term "leased employee" means any person (other than an employee
of the recipient) who pursuant to an agreement between the recipient and any
other person ("leasing organization") has performed services for the recipient
(or for the recipient and related persons determined in accordance with Section
414(n)(6) of the Code) on a substantially full-time basis for a period of at
least one (1) year, and such services are performed under the primary direction
or control of the recipient employer; provided, however, that a leased employee
shall not be considered an employee of the recipient if (a) such employee is
covered by a money purchase pension plan providing a nonintegrated employer
contribution rate of at least ten percent (10%) of Compensation, immediate
participation and full and immediate vesting and (b) leased employees do not
constitute more than twenty percent (20%) of the recipient's non-highly
compensated workforce. A leased employee within the meaning of Section 414(n)(2)
of the Code shall become a Participant in the Plan based on service as a leased
employee only as provided in provisions of the Plan other than this Section.
Contributions or benefits provided a leased employee by the leasing organization
which are attributable to services performed for the recipient employer shall be
treated as provided by the recipient employer.

Section 1.17. "Exempt Loan" shall mean a loan made to this Plan by a party
in interest or disqualified person or a loan to this Plan which is guaranteed by
a party in interest or disqualified person, including a direct loan of cash, a
purchase-money transaction and an assumption of any obligation of this Plan. For
purposes of this definition, a guarantee shall include an unsecured guarantee
and the use of assets of a party in interest or disqualified person as
collateral for a loan even though the use of assets may not constitute a
guarantee under any applicable State laws.

Section 1.18. "Fund" shall mean all cash, investments and other properties
held by the Trustee hereunder.

Section 1.19. "Highly Compensated Employee" means for each Plan Year and
shall include any Employee described in Section 414(q) of the Code who:

(a) is a five percent (5%) or more owner (as then defined in Section
416(i)(1) of the Code) of the Company at any time during that Plan Year or the
immediately preceding Plan Year; or

(b) received more than ninety thousand dollars ($90,000), as automatically
adjusted pursuant to Sections 414(q)(1) and 415(d) of the Code without the
necessity of any amendment to the Plan, of Section 415 Compensation from the
Company in the immediately preceding Plan Year and was in the Top Paid Group for
that immediately preceding Plan Year.

For purposes of determining whether an Employee is a Highly Compensated
Employee and notwithstanding anything else contained in this Section, the
following rules shall apply:

(c) A former Employee shall be treated as a Highly Compensated Employee if
he was a Highly Compensated Employee in the Plan Year during which his
employment with the Company terminated or in any Plan Year during which occurs
or commencing after his fifty-fifth (55th) birthday.

(d) An Employee shall only be deemed to be a Highly Compensated Employee to
the extent then required by the Code.

Section 1.20. "Holding Company" shall mean Third Century Bancorp or any
successor thereto.

Section 1.21. "Hour of Service" shall mean:

(a) each hour for which an Employee is paid, or entitled to payment, for
the performance of duties for the Company or for an affiliated company; these
hours shall be credited to the Employee for the computation period or periods in
which the duties are performed; and

(b) each hour for which an Employee is paid, or entitled to payment, by the
Company or by an affiliated company on account of a period of time during which
no duties are performed (irrespective of whether the employment relationship has
terminated) due to vacation, holiday, illness, incapacity (including disability
but excluding payments made because of Total Disability under Section 6.3),
layoff, jury duty, military duty or leave of absence; no more than five hundred
and one (501) Hours of Service shall be credited under this Subsection (b) for
any single continuous period (whether or not such period occurs in a single
computation period); hours under this Subsection (b) shall be calculated and
credited pursuant to Section 2530.200b-2 of the Department of Labor Regulations
which are incorporated herein by this reference; and

(c) each hour for which back pay, irrespective of mitigation of damages, is
either awarded or agreed to by the Company or by an affiliated company; the same
Hours of Service shall not be credited both under Subsection 1.21(a) or
Subsection 1.21(b), as the case may be, and under this Subsection 1.21(c); these
hours shall be credited to the Employee for the computation period or periods to
which the award or agreement pertains, rather than to the computation period in
which the award, agreement or payment is made.

Each non-hourly Employee shall receive credit for ninety-five (95) Hours of
Service for each semi-monthly payroll period for which he would be required to
be credited with at least one (l) Hour of Service. In the case of a payment to
such an Employee that is calculated on the basis of a unit of time longer than a
semi-monthly payroll period, the Employee shall be credited with the number of
semi-monthly payroll periods which, in the course of his regular work schedule,
would be included in the unit of time on the basis of which the payment is
calculated. All Hours of Service credited with respect to a semi-monthly payroll
that extend into two (2) Plan Years shall be credited to the second Plan Year.

Solely for purposes of determining whether a Break in Service for
participation and vesting purposes has occurred in any computation period, an
Employee who is absent from work for maternity or paternity reasons shall
receive credit for the Hours of Service which would otherwise have been credited
to him but for such absence or, in any case in which such Hours of Service
cannot be determined, eight (8) Hours of Service per day for each such absence.
For purposes of this Section 1.21, an absence from work for maternity and
paternity reasons means an absence:

(d) by reason of the pregnancy of the Employee,

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

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

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

The Hours of Service credited under this Section 1.21 shall be credited in
the computation period in which the absence begins if the crediting is necessary
to prevent a Break in Service in that period or, in all other cases, in the
following computation period.

Hours of Service shall be determined in accordance with any method or
methods permitted by the Act; provided, however, that such method or methods
shall be used consistently, uniformly and in a non-discriminatory manner.

Any ambiguity arising in the interpretation of the above provisions shall
be resolved in favor of crediting an Employee with Hours of Service.

Section 1.22. "Leave of Absence" shall mean a leave granted by the Company,
in accordance with rules uniformly applied to all Employees in a
non-discriminatory manner, for reasons of health, public service or other
satisfactory reasons.

Section 1.23. "Normal Retirement" shall mean retirement on a Participant's
Normal Retirement Date.

Section 1.24. "Normal Retirement Date" shall mean the first (1st) calendar
day of the month immediately following a Participant's sixty-fifth (65th)
birthday. A Participant's benefits under this Plan shall be fully vested and
non-forfeitable on and after the date he attains age sixty-five (65), which is
deemed to be the normal retirement age under this Plan, regardless of his Years
of Service and regardless of the vesting schedules in Section 6.3 and in Section
11.4.

Section 1.25. "Participant" shall mean any Employee who has commenced
participation in this Plan pursuant to Section 2.2. Participation in this Plan
shall continue until such time as the Participant has received all of the
benefits to which he is entitled under the terms of this Plan.

Section 1.26. "Plan" shall mean the employee stock ownership plan and trust
established pursuant to the provisions of this Agreement, as amended from time
to time, which shall be known as the "Third Century Bancorp Employee Stock
Ownership Plan." The Plan is intended to be an employee stock ownership plans
under Section 4975(e)(7) of the Code and under Section 407(d)(6) of the Act.

Section 1.27. "Plan Year" shall mean the calendar year; provided, however,
that the initial Plan Year shall be a short Plan Year commencing on the
Effective Date and ending December 31, 2004. The Plan year shall be deemed the
limitation year for purposes of Section 415 of the Code.

Section 1.28. "Section 415 Compensation" shall mean with respect to any
Plan Year and shall:

(a) include amounts accrued to a Participant (regardless of whether he was
a Participant during the entire Plan Year and regardless of whether in cash):

(i) as wages, salaries, fees for professional services and other
amounts received for personal services actually rendered in the
course of his employment with the Company including but not
limited to commissions, compensation for services on the basis of
a percentage of profits and bonuses;

(ii) for purposes of Subsection (a)(i) above, earned income from
sources outside the United States (as defined in Section 911(b)
of the Code), whether or not excludible from gross income under
Section 911 of the Code or deductible under Section 913 of the
Code;

(iii)amounts described in Sections 104(a)(3), 105(a) and 115(h) of
the Code but only to the extent that these amounts are includible
in the gross income of that Participant; and

(iv) amounts paid or reimbursed by the Company for moving expenses
incurred by that Participant, but only to the extent that these
amounts are not deductible by that Participant under Section 217
of the Code;

(b) not include:

(i) other contributions made by a Company to any plan of deferred
compensation to the extent that, before the application of the
Section 415 of the Code limitations to that plan, the
contributions are not includible in the gross income of that
Participant for the taxable year in which contributed; in
addition, Company contributions made on behalf of that
Participant to a simplified employee pension plan described in
Section 408(k) of the Code shall not be considered as Section 415
Compensation for the Plan Year in which contributed;
additionally, any distributions from a plan of deferred
compensation shall not be considered as Section 415 Compensation,
regardless of whether such amounts are includible in the gross
income of that Participant when distributed; however, any amounts
received by that Participant pursuant to an unfunded nonqualified
plan shall be considered as Section 415 Compensation in the Plan
Year in which such amounts are includible in the gross income of
that Participant; and

(ii) other amounts which receive special federal income tax benefits,
such as premiums for group term life insurance (but only to the
extent that the premiums are not includible in the gross income
of that Participant).

Notwithstanding anything in this Section 1.27 to the contrary, Section 415
Compensation shall include any elective deferral (as defined in Section 402(g)
of the Code) and any amount contributed or deferred at the election of the
Participant that is not includible in that Participant's gross income by reason
of Section 125, Section 132(f)(4) or Section 457 of the Code.

No Section 415 Compensation in excess of two hundred five thousand dollars
($205,000) in any Plan Year shall be counted or recognized for any purpose under
the Plan; provided, however, that this dollar limitation shall be automatically
adjusted to the extent then prescribed by Section 401(a)(17)(B) and Section
415(d) of the Code without the necessity of any amendment to the Plan.

Section 1.29. "Stock" shall mean any duly-issued shares of common stock of
the Holding Company, which shares constitute employer securities under Section
409(1) and Section 4975(e)(8) of the Code.

Section 1.30. "Top Paid Group" shall mean in a Plan Year and include the
Employees who are in the top twenty percent (20%) of the Company's Employees in
terms of Section 415 Compensation for such Plan Year; provided, however, that
for purposes of determining the number of Employees to be included in the Top
Paid Group, the Company shall exclude the following Employees:

(a) Employees who have not completed six (6) months of service with the
Company;

(b) Employees who normally work less than seventeen and one-half (171/2)
hours per week or less than six (6) months during a Plan Year;

(d) except as provided by regulations promulgated under the Code, Employees
who are covered by a collectively bargained agreement; and

(e) Employees who are non-resident aliens and who receive no earned income
(within the meaning of Section 911(d)(2) of the Code) from the Company which
constitutes income from sources in the United States (within the meaning of
Section 861(a)(3) of the Code).

Section 1.31. "Total Disability" shall mean a mental or physical condition
which, in the judgment of the Committee based upon medical reports and other
evidence satisfactory to the Committee, presumably permanently prevents a
Participant from satisfactorily performing his usual duties for the Company or
the duties of such other position or job which the Company makes available to
that Participant and for which that Participant is qualified by reason of
training, education or experience.

Section 1.32. "Trust" shall mean the employee stock ownership trust
established pursuant to the provisions of this Agreement, as amended from time
to time, which shall be known as the "Third Century Bancorp Employee Stock
Ownership Trust."

Section 1.33. "Trustee" shall mean Home Federal Savings Bank and any
successors thereto.

Section 1.34. "Valuation Date" shall mean the Anniversary Date, or such
date as of which the Committee shall cause the Trustee to determine the value of
the Trust assets as prescribed in Section 5.1.

Section 1.35. "Year of Service" shall mean for purposes of participation,
vesting and benefit accrual each Plan Year during which an Employee completes
one thousand (1,000) Hours of Service; provided, however, that for eligibility
purposes only, it shall also include the consecutive twelve (12) month period
computed with reference to the date on which an Employee first completes an Hour
of Service if the Employee has completed at least one thousand (1,000) Hours of
Service; provided, further, that for participation and vesting purposes, each
calendar year prior to the Effective Date in which an Employee completed one
thousand (1000) Hours of Service shall be considered a Year of Service.
Notwithstanding the foregoing, periods of time during which an Employee or
Participant:

(a) is on a Leave of Absence continuing for a period of not more than two
(2) consecutive years; or

(b) is on military leave for training or service, or both, with the Armed
Forces of the United States under any form of law requiring military service;
provided, however, that he shall make application for re-employment by the
Company within ninety (90) calendar days after discharge or release from such
Armed Forces or from hospitalization continuing after such discharge for a
period of not more than one (1) year; or

shall also be credited towards his Years of Service and shall not constitute a
Break in Service for purposes of this Plan.

ARTICLE II
ELIGIBILITY AND PARTICIPATION

Section 2.1. Eligibility. Each Employee in the employ of a Company shall
become eligible to participate in this Plan on the date on which he has
completed one (1) Year of Service and he reaches at least age twenty-one (21).

Section 2.2. Entry Dates. Each Employee who was eligible to participate
under Section 2.1 on the Effective Date automatically became a Participant in
this Plan as of the Effective Date. Each other Employee shall become a
Participant in this Plan on the January 1 or July 1 coincident with or next
following the first (1st) date on which he meets the eligibility requirements of
Section 2.1. A re-employed Employee who has once met the one (1) Year of Service
requirement for eligibility and is at least age twenty-one (21) shall become
(or, if formerly a Participant, be reinstated as) a Participant in this Plan on
his re-employment date.

Section 2.3. Deferred Retirement. A Participant who continues in the
employment of a Company after his Normal Retirement Date shall continue to
participate in this Plan, and contributions shall be allocated to his Company
Contributions Account as otherwise provided in this Plan. Any such Participant
who elects Deferred Retirement shall be entitled to benefits under this Plan
payable at his Deferred Retirement Date in the same manner as if he had retired
on his Normal Retirement Date; provided, however, that the deferral of benefit
payments after a Participant's Normal Retirement Date shall be permitted only to
the extent authorized by and in compliance with all requirements imposed under
Section 2530.203-3 of the Department of Labor Regulations which are incorporated
herein by reference.

Section 2.4. Rehire After Military Service. Notwithstanding any provision
of this Plan to the contrary, contributions, benefits and service credit with
respect to qualified military service will be provided in accordance with
Section 414(u) of the Code.

ARTICLE III
COMPANY CONTRIBUTIONS

Section 3.1. Company Contributions. For the initial Plan Year and for each
Plan Year thereafter, the Company shall make contributions to the Trust in one
(1) or more installments in such amounts as the Board of Directors of the Bank
may determine. If Company contributions are paid to the Trust by reason of a
mistake in fact made in good faith in determining the deductibility of such
Company contributions for federal income tax purposes under Section 404 of the
Code, such Company contributions may, except as otherwise provided in Section
8.7, be returned to the Bank by the Trustee (upon the written direction of the
Committee) within one (1) year after the payment to the Trust or after the date
the federal income tax deduction is denied, whichever is applicable.

Section 3.2. Form of Contributions. The Company's contributions, if any,
for each Plan Year shall be paid to the Trustee either in cash or in Stock
valued at the fair market value thereof as of the date of the contribution (as
determined consistent with Section 5.1(a)) and within such period as is provided
for in Section 404 of the Code or any other statute of similar import or any
rule or regulations thereunder.

Section 3.3. Holding by Trustee. All contributions made by the Company
under Section 3.1 shall be a part of the Fund and shall be held in trust by the
Trustee until distributed as provided in this Plan.

Section 3.4. Expenses. Reasonable expenses incident to the operation of
this Plan shall be paid by the Plan unless the Bank elects to pay such Expenses.
In the event of any failure by the Bank to make such payment, the same shall be
a charge against and paid from the Fund but only to the extent permitted under
the Code and under the Act.

Section 3.5. No Company Liability for Benefits. The benefits under this
Plan shall be only such as can be provided by the Fund, and there shall be no
liability or obligation on the part of the Company to make any further
contributions or payments. Except as otherwise provided by the Act, no liability
for the payment of benefits under this Plan shall be imposed upon the Company or
upon the officers, directors or shareholders of the Company.

Section 3.6. No Rollover Contributions. Rollover contributions (within the
meaning of Section 402(a)(5) of the Code) shall not be permitted nor accepted.

ARTICLE IV
ALLOCATION TO PARTICIPANTS' ACCOUNTS

Section 4.1. Company Contributions Accounts. For purposes of allocating the
Company contributions, the Committee shall establish and maintain a separate
Company Contributions Account in the name of each Participant.

Section 4.2. Allocation of Company Contributions. Except as provided in
Section 4.7, the Company contributions for each Plan Year shall be allocated
among the Company Contributions Accounts of all Participants who were employed
by a Company on the Anniversary Date of that Plan Year and who had completed one
thousand (1,000) or more Hours of Service during that Plan Year or whose
employment terminated during that Plan Year because of death, Total Disability
or Deferred or Normal Retirement proportionately in the ratio that the
Compensation paid to such Participant, if any, for that Plan Year bears to the
aggregate Compensation paid to all Participants for that Plan Year or since
becoming Participants in this Plan if they became Participants within that Plan
Year.

Section 4.3. Limitations on Annual Additions.

Clause (a). Basic Limitations. Notwithstanding any other provision of this
Plan but subject to the adjustments hereinafter set forth, the maximum Annual
Addition during any Plan Year for any Participant under this Plan and under any
other qualified defined contribution plans maintained by the Company shall in no
event exceed the lesser of:

(i) one hundred percent (100%) of that Participant's Section 415
Compensation for that Plan Year; provided, however, that this
limit in Clause (a) shall not apply to any contribution for
medical benefits after separation from service (within the
meaning of Section 401(h) or Section 419A(f)(2) of the Code)
which is otherwise treated as an Annual Addition, or

(ii) forty one thousand dollars ($41,000), as adjusted pursuant to
Section 415(c) of the Code to reflect cost of living changes;
provided, however, that such adjustments shall only apply to the
Plan Years ending on or after the date in which the adjustment
was made.

Any Company contributions which are applied by the Trustee (not later than
the due date, including extensions, for filing a Company's federal income tax
return for that Plan Year) to pay interest on an Exempt Loan shall not be
included as Annual Additions under this Section 4.3; provided, however, that the
provisions of this Section shall be applicable only in Plan Years for which not
more than one-third (1/3) of the Company contributions applied to pay principal
and interest on an Exempt Loan are allocated among Highly Compensated Employees.
The Committee may reallocate Company contributions in order to satisfy this
special limitation.

If due to a reasonable error in estimation of Participant's Compensation or
due to the allocation of forfeitures these maximum Annual Additions would be
exceeded as to any Participant, any excess amount shall be used to reduce
Company Contributions for that Participant in the next, and succeeding, Plan
Years. If that Participant was not covered by this Plan at the Anniversary Date
of that Plan Year, such excess shall be reallocated among the Company
Contributions Accounts of the other Participants under Section 4.2 to the
fullest extent possible without exceeding the limitations with respect to any
other Participant for that Plan Year. Any excess amount which cannot be so
allocated to any Participant's Company Contributions Account by reason of these
limitations shall be allocated under this Section 4.3(a) for the next succeeding
Plan Years (prior to the allocation of Company Contributions for such succeeding
Plan Years). Notwithstanding anything contained herein to the contrary,
contributions made to the other defined contribution plans shall be reduced
before contributions to this Plan are reduced, unless such plan or plans provide
otherwise.

Section 4.4. Effective Date of Allocations. For all purposes of this Plan,
allocations to the Participants' Company Contributions Accounts under this
Article shall be deemed to have been made on the Anniversary Date to which they
relate although they may actually be determined at some later date. The fact
that such allocations are made, however, shall not vest in any Participant or in
his spouse or other Beneficiary any right, title or interest in or to any part
of the Fund except at the times, to the extent and on the terms and conditions
specified in this Plan.

Section 4.5. Cash Dividends. Any cash dividends or other cash distributions
received by the Trustee on Stock allocated to the Company Contributions Accounts
of Participants shall be credited to the applicable Participants Company
Contributions Accounts unless the Bank, in its sole discretion, elects to pay
the cash dividends directly to the applicable Participants (or, if applicable,
their Beneficiaries) within ninety (90) calendar days of the close of the Plan
Year in which the cash dividends were paid by the Holding Company to the Fund.
Notwithstanding anything contained in this Section to the contrary, the Bank may
direct cash dividends, including dividends on non-allocated shares, be applied
to repay an Exempt Loan, but only to the extent shares of Stock with an
aggregate fair market value equal to the amount of dividends so applied are
allocated to the Company Contributions Accounts of the applicable Participants
to the extent the cash dividends are deductible under Section 404(k) of the
Code. To the extent cash dividends on allocated shares are applied to repay an
Exempt Loan, shares released from encumbrance equal to the amount of the
dividends which, but for the repayment of the Exempt Loan, would have been
allocated to Participants' Company Contributions Accounts shall be allocated to
the Company Contributions Accounts of the affected Participants, and the
remaining shares to be allocated shall be allocated among the Participants on
the basis of Compensation.

Section 4.6. Allocation of Forfeitures. The Trustee, shall, as soon as
practicable following the Anniversary Date marking the close of each Plan Year,
allocate the forfeitures which have occurred in that Plan Year first to
reinstate any forfeitures of any reemployed Participant under Section 6.2 and
second, if any forfeitures are remaining after the reinstatements described
above are completed, among the Company Contributions Accounts of all Employees
who were or became Participants on the Anniversary Date of that Plan Year and
who had completed one thousand (1,000) or more Hours of Service during that Plan
Year or whose Years of Service terminated during that Plan Year because of
death, Total Disability or Deferred or Normal Retirement. The forfeitures shall
be allocated among such Accounts in the same manner provided for under Section
4.2.

Section 4.7. Special Allocation Rules. Notwithstanding any other provision
in this Plan to the contrary, no Stock acquired by this Plan in a sale to which
Section 1042 of the Code applies may be allocated directly or indirectly under
this Plan:

(a) during the non-allocation period (as such term is defined below), for
the benefit of:

(i) any Participant who makes an election under Section 1042(a) of
the Code with respect to Stock sold to this Plan, or

(ii) any Participant who is related to the Participant making the
election under Section 1042(a) of the Code or to the deceased
Participant (within the meaning of Section 267(b) of the Code);
provided, however, that this Subsection (a)(ii) shall not apply
to any Participant who is a lineal descendent of a Participant as
long as the aggregate amount allocated to the benefit of all such
lineal descendants during the non-allocation period (as such term
is defined below) does not exceed more than five percent (5%) of
the Stock (or amounts allocated in lieu thereof) held by this
Plan which are attributable to the sale to this Plan by any
person related to such descendants (within the meaning of Section
267(c)(4)) in a transaction to which Section 1042 of the Code
applies, or

(b) for the benefit of any Participant who owns (after the application of
the attribution rules contained in Section 318(a) of the Code, but disregarding
Section 318(a)(2)(B)(i) of the Code) more than twenty-five percent (25%) of:

(i) any class of the outstanding stock of the Holding Company or of
any other corporation which is a member of a controlled group of
corporations (within the meaning of Section 409(1)(4) of the
Code) which includes the Holding Company, or

(ii) the total value of any class of outstanding stock of the Holding
Company or of any other corporation which is a member of the
controlled group of corporations (within the meaning of Section
409(1)(4) of the Code) which includes the Holding Company.

For purposes of this Section 4.7, the "non-allocation period" shall mean a
period beginning on the date of the sale of the Stock to the Plan and ending on
the later of:

(c) the date which is ten (10) years after the sale of the Stock to this
Plan to which Section 1042 of the Code applies, or

(d) the date of the Plan allocation of Stock attributable to the final
payment of any acquisition indebtedness incurred in connection with a sale of
such Stock to this Plan to which Section 1042 of the Code applies.

For purposes of this Section 4.7 a Participant shall be deemed to be a
twenty-five percent (25%) or greater shareholder if such Participant owns more
than twenty-five percent (25%) of the shares at any time during a one (1) year
period ending:

(e) on the date of a sale of the Stock to this Plan to which Section 1042
of the Code applies, or

(f) on the date as of which the Stock sold to this Plan through a sale to
which Section 1042 of the Code applies is allocated to Participants.

The provisions contained in this Section 4.7 shall be interpreted consistent
with and in accordance with Section 409(n) of the Code.

Section 4.8. Allocation of Expenses.

Clause (a). General Plan Expenses. Expenses incurred in the operation and
administration of the Plan shall be paid by the Plan unless the Bank elects to
pay such expenses. Expenses not properly payable by the Plan shall be paid by
the Bank in accordance with Section 3.10.

Clause (b). Individual Account Expenses. Plan expenses incurred as a result
of or by activities associated with a certain Participant's Company
Contributions Account shall be charged to that certain Participant's Account,
subject to such limitations as may be imposed by the Act or other applicable
law. Expenses attributable to an Individual Account include, but are not limited
to, expenses incurred in the course of distribution of benefits and expenses
incurred in qualified domestic relations order determinations.

ARTICLE V
VALUATIONS AND ADJUSTMENTS

Section 5.1. Valuation of Fund.

Clause (a). Valuations. The Committee shall provide the Trustee with a
written valuation showing the fair market value of the Stock, upon which
valuation the Trustee may fully rely. For all purposes of this Plan, fair market
value shall be determined by an independent appraiser (as such term is defined
in Treasury Regulations promulgated under Section 170(a)(1) of the Code) unless
the Stock is readily tradable on an established securities market at the date of
valuation. The Committee shall also direct the Trustee to determine the fair
market value of all other assets of the Fund on each Valuation Date.

Clause (b). Frequency. The Fund shall be valued as soon as practical after
the Anniversary Date of each Plan Year and as soon as practical after the
removal or resignation of the Trustee on the basis of fair market values
determined as of the Anniversary Date of the Plan Year or as of the effective
date of the resignation or removal of the Trustee, respectively. The Committee
may require valuation of the Fund on such other dates as it may prescribe.

Clause (c). Records. Records of valuation of the Fund shall be prepared by
the Trustee in such manner and within such time after each Valuation Date as may
be prescribed in this Section 5.1, and such records shall be filed with the
Committee, including a written statement reflecting the value of the assets and
liabilities of the Fund and the receipts and disbursements of the Fund since the
last previous statement filed with the Committee. As to the fair market value of
Stock, the Trustee shall rely solely upon the most recent valuation furnished by
the Committee as provided in Section 5.1(a). If information necessary to
ascertain the fair market value of the Fund assets other than Stock is not
readily available to the Trustee or if the Trustee is unable in its sole
discretion fairly to determine the fair market value of the other Fund assets,
the Trustee may request the Committee in writing to instruct the Trustee as to
such values to be used for all purposes under this Plan; in such event, the
values as determined by the Committee shall be binding and conclusive, except as
otherwise provided by the Act. If the Committee shall fail or refuse to instruct
the Trustee as to such values within a reasonable time after receipt of the
Trustee's written request therefor, the Trustee may take such action as it deems
necessary or advisable to ascertain such values. Except for the Trustee's
negligence, willful misconduct or lack of good faith, upon the expiration of
ninety (90) calendar days from the filing of such records and except as
otherwise provided by the Act, the Trustee shall be forever released and
discharged from all liability and accountability to anyone with respect to the
propriety of its acts or transactions as set forth in such records unless
written objection is filed with the Trustee within the said ninety (90) calendar
day period by the Committee or by the Bank.

Section 5.2. Adjustments. As of each Valuation Date the Committee shall
cause the Trustee to allocate to each Participant's Company Contributions
Accounts and, by credit thereto or deduction therefrom as the case may be, a
proportion of the increase or decrease in the fair market value of the Fund
since the last preceding Effective Date or Valuation Date. Such allocation shall
be made in the proportion that each Participant's Company Contributions Account
on such date bears to the total of all such Company Contributions Accounts on
such date.

Section 5.3. Amount of Adjustments. The increase or decrease in the Fund to
be allocated shall be the difference between:

(a) the fair market value of the Fund on the last preceding Effective Date
or Valuation Date (excluding any amounts withdrawn from the Fund as of such Date
for the payment of benefits hereunder), and

(b) the fair market value of the Fund on the current Valuation Date
(including any amounts to be withdrawn from the Fund as of such Date for the
payment of benefits hereunder).

Section 5.4. Effective Date of Adjustments. For all purposes of this Plan,
allocations to the Participants' Company Contributions Accounts under this
Article shall be deemed to have been made on the Effective Date or Valuation
Date to which they relate although they may actually be determined at some later
date. The fact that such allocations are made, however, shall not vest in any
Participant or in his spouse or other Beneficiary any right, title or interest
in or to any part of the Fund except at the times, to the extent and on the
terms and conditions specified in this Plan.

Section 5.5. Notice to Participants. Promptly after the allocations herein
described shall be completed, the Committee shall advise each Participant in
writing of the fair market value of the Stock and other Fund assets then
credited to his Company Contributions Accounts.

ARTICLE VI
BENEFITS

Part A Retirement Benefits.

Section 6.1. Retirement. Each Participant who retires on his Normal
Retirement Date or Deferred Retirement Date shall be entitled to receive the
entire balance credited to his Company Contributions Account as of the Valuation
Date coincidental with or immediately following such Retirement Date plus any
Company contributions to which he is entitled pursuant to Section 4.2 for the
Plan Year in which his Normal Retirement or Deferred Retirement occurs. Payment
of such benefits shall be made in accordance with the provisions of Section
6.10.

Part B Termination Benefits.

Section 6.2. Effect of Termination. If a Participant's employment with the
Company is terminated before his Normal Retirement Date for any reason other
than his death, that Participant shall cease to be a Participant in this Plan
and shall not be entitled to any benefits under this Plan except as expressly
provided in this Part B.

Section 6.3. Vesting. Any Participant whose employment with the Company is
terminated as set forth in Section 6.2 shall be entitled to a percentage (as
determined below) of the entire balance credited to his Company Contributions
Accounts as of the Valuation Date coincidental with or immediately following the
date of termination of his employment. The percentage of his Company
Contributions Account to which a terminated Participant is entitled shall be
determined on the basis of his Years of Service on such date of termination of
employment, as follows:

Years of Service Vested Percentage
---------------- -----------------
Less than five (5) years 0
Five (5) years or more 100%

Any portion of the terminated Participant's Company Contributions Accounts which
is not vested shall be treated as a forfeiture; provided, however, that such
forfeiture shall not be allocated to the other Plan Participants until the first
(1st) to occur of the following:

(a) that Participant's completion of five (5) consecutive one (1) year
Breaks in Service;

(b) that Participant's death; or

provided, further, that if that Participant is reemployed prior to his
completion of five (5) consecutive one (1) year Breaks in Service and repays the
amount of any earlier distribution from this Plan prior to the conclusion of a
five (5) year period beginning on his reemployment date or, if earlier, prior to
his completion of five (5) consecutive one (1) year Break in Service after the
distribution, the forfeited amount shall be reinstated as the beginning balance
of that Participant's Company Contribution Accounts. A Participant whose vested
percentage of his Company Contributions Account is zero (0) at the date of his
termination of employment shall be deemed to have received a distribution upon
his termination of employment.

In the case of any Participant who on or after the Effective Date has five
(5) or more consecutive one (1) year Breaks in Service, that Participant's
pre-Break service shall count in vesting of his post-Break Company Contributions
Account balance only if either:

(d) that Participant has any nonforfeitable interest in his Company
Contributions Account balance at the time of his separation from service with
the Company; or

(e) upon returning to service with a Company the number of his consecutive
one (1) year Breaks in Service is less than his number of Years of Service
completed prior to his consecutive one (1) year Breaks in Service; provided,
however, that the pre-Break service shall not be taken into account for vesting
purposes until that Participant has completed a Year of Service after such Break
in Service.

In the case of any Participant who has five (5) or more consecutive one (1)
year Breaks in Service, all Years of Service after such Breaks in Service shall
be disregarded for the purpose of vesting the Company Contributions Account
balance that accrued before such Breaks in Service.

Separate sub-accounts shall be maintained for each Participant's pre-Break
and post-Break Company Contributions Account. Both sub-accounts shall share in
the earnings and losses of the Fund. In the case of any Participant who does not
have at least five (5) consecutive one (1) year Breaks in Service, his pre-break
and his post-break service shall count in vesting both the pre-break and the
post-break Subaccounts of his Company Contributions Accounts.

Any Participant whose employment with the Company is terminated because of
his Total Disability shall be entitled to his entire Company Contributions
Account balances and shall also be entitled to receive any Company contributions
to which he is entitled pursuant to Section 4.2 for the Plan Year in which his
employment is so terminated.

Section 6.4. Payment. All benefits payable under Part B shall be paid in
accordance with the provisions of Section 6.10.

Part C Death Benefits.

Section 6.5. Benefits upon Death. If the death of any Employee occurs while
he is still a Participant in this Plan and prior to his actual retirement or
other termination of employment with the Company, the entire balance credited to
his Company Contributions Accounts as of the Valuation Date coincidental with or
immediately preceding the date of his death plus any Company contributions to
which he is entitled pursuant to Section 4.2 for the Plan Year in which his
death occurs shall be paid to the Beneficiary of that deceased Participant in
accordance with the provisions of Section 6.10.

Section 6.6. Beneficiaries. Each Participant shall notify the Committee in
writing of one (1) or more primary and contingent Beneficiaries to receive on
his death any benefits payable under this Part C. Each such Beneficiary
designation may be revoked, amended or changed by a Participant by like notice
in writing delivered to the Committee prior to his death. The Beneficiary
designation of any Participant who is married at the date such a designation is
made or changed shall be signed by that Participant's spouse and witnessed by
the Committee or by a Notary Public if it results in a designation of a
Beneficiary other than that Participant's Spouse. Notwithstanding anything
contained in this Section to the contrary, the Beneficiary of a married
Participant shall be his spouse unless his spouse consents to the designation of
a non-spouse Beneficiary in a writing witnessed by the Committee or by a Notary
Public.

Section 6.7. Lack of Beneficiaries. Any portion of the amounts payable
under Section 6.5 which is undisposed of because all or some of the designated
Beneficiaries have predeceased a Participant or because of a Participant's
failure to designate a Beneficiary in writing prior to his death shall be paid
to the deceased Participant's surviving spouse, if any, and, if none, to the
deceased Participant's estate.

Section 6.8. Termination or Retirement prior to Death. On and after the
actual retirement of a Participant from the employ of the Company or other
termination of his employment, the rights of such Participant and his spouse or
other Beneficiary to any benefits under this Part C shall cease and the benefits
payable to such Participant or to any person claiming through or under him shall
be limited to the benefits provided in Parts A or B of this Article.

Part D General.

Section 6.9. Date of Distribution. Unless the Participant or, if deceased,
his Beneficiary, surviving spouse or estate, as the case may be, otherwise
elects, the payment of benefits to which any such person is entitled shall begin
not later than sixty (60) calendar days after the latest of the Anniversary Date
of the Plan Year in which:

(a) the Participant attains age sixty-five (65),

(b) occurs the tenth (10th) anniversary of the date on which the
Participant initially became eligible to participate in this Plan, or

provided, however, that the distribution of benefits to a Participant shall
commence not later than the Participant's required beginning date. Benefit
distributions to a Participant (other than a 5-percent owner) must commence by
the later of the April 1 of the calendar year following the calendar year in
which the Participant attains age 70 1/2 or retires from the employment of the
Employer, and benefit distributions to a Participant who is a 5-percent owner
must commence by the later of the April 1 of the calendar year following the
calendar year in which the Participant attains age 70 1/2.

A Participant is treated as a 5-percent owner for purposes of this section
if such Participant is a 5-percent owner as defined in section 416 of the Code
at any time during the Plan Year ending with or within the calendar year in
which such owner attains age 70 1/2.

Once distributions have begun to a 5-percent owner under this section, they
must continue to be distributed, even if the Participant ceases to be a
5-percent owner in a subsequent year.

Section 6.10. Form of Distribution. The distributions provided under this
Article VI shall be made by the Trustee, as directed by the Participant or, if
deceased, his Beneficiary, in a single lump sum distribution of the amount to be
paid to the Participant or, if deceased, to his Beneficiary; provided, however,
that in no event shall payments to a deceased Participant's estate or to any
Beneficiary other than the surviving spouse of a deceased Participant extend
more than five (5) years after the date of the Participant's death; provided,
further, that except as otherwise provided in Section 6.9, payment shall be made
as soon as practicable after the Plan Year during which the employment of the
Participant from the Company terminated. Notwithstanding the above, a
Participant whose Company Contributions Accounts at the initial distribution
date or at any subsequent distribution date (when aggregated with other
distributions) is greater than five thousand dollars ($5,000), may elect to
defer the commencement of the distribution of his Company Contributions Account
to the date on which he attains age sixty-five (65). Distributions under this
Section 6.10 shall be distributed in Stock or cash, if the Participant or
Beneficiary, as applicable, so chooses, with fractional share interests
distributed in cash. If shares of Stock are distributed and the shares of Stock
available for distribution consist of more than one (1) class of security, a
distributee shall receive substantially the same proportion of each such class.

If the Trust purchases shares of Stock from a Holding Company shareholder
who is eligible to elect and so elects nonrecognition of gain under Section 1042
of the Code in connection with such purchase and notwithstanding anything
contained herein to the contrary, no distribution that would be made within
three (3) years after the date of such purchase shall be made to a Participant
before he incurs a one year break in Service, unless his employment with the
Companies terminates as a result of his Normal Retirement, Total Disability or
death or unless the distribution is made pursuant to Section 8.19.

Section 6.11. Liability. Any payment to a Participant or to that
Participant's legal representative, Beneficiary, surviving spouse or estate, in
accordance with the provisions of this Plan, shall to the extent thereof be in
full satisfaction of all claims hereunder against the Trustee, the Committee and
the Company, any of whom may require such Participant, legal representative,
Beneficiary, surviving spouse or estate, as a condition precedent to such
payment, to execute a receipt and release therefor in such form as shall be
determined by the Trustee, the Committee or the Bank. The Bank does not
guarantee the Trust, the Participants or, if deceased, their Beneficiaries,
surviving spouses or estates, as the case may be, against the loss of or
depreciation in value of any right or benefit that any of them may acquire under
the terms of this Plan.

Section 6.12. Segregated Accounts. Whenever it is determined that
distribution to a Participant shall be deferred in accordance with Section 6.10,
the Committee shall direct the Trustee in writing to segregate, as a segregated
Company Contributions Account of the Trust, the property to be distributed, and
such property shall thereafter be held for distribution in the manner designated
by the Committee pursuant to Section 6.10. Each such segregated Company
Contributions Account shall continue as a part of the Trust and shall be subject
to all the provisions of this Plan, except that such Company Contributions
Account shall not share in allocations of the Company's contributions.

Section 6.13. Right of First Refusal. If any recipient of shares of Stock
from this Plan elects at any time to sell all or any part of such shares, the
Trustee shall have a right of first refusal to purchase all or any part of such
shares of Stock for the Fund. The price to be paid by the Trustee for shares of
Stock purchased pursuant to this Section 6.13 shall be no less than the greater
of:

(a) the fair market value of such shares of Stock at the date of their
purchase, or

(b) the price offered to the recipient by another potential buyer (other
than the Company) making a good faith, bona fide offer to buy such shares of
Stock.

This right of first refusal shall lapse no later than fourteen (14) calendar
days after the recipient gives written notice to the Trustee that an offer by a
third party to purchase his shares of Stock has been received. The right of
first refusal granted by this Section 6.13 shall, however, cease to exist if the
Stock becomes publicly traded within the meaning of Treasury Regulations ss.
54.4975-7(b)(1)(iv).

Section 6.14. Put Options. The Company shall issue a put option to any
Participant, Beneficiary, surviving spouse or estate of a deceased Participant,
or any other person (including distributees of an estate) to whom shares of
Stock distributed under this Plan may pass by reason of a Participant's death
(herein collectively referred to as the "Recipient"). This put option shall
permit the Recipient to sell such Stock to the Company, at any time during two
(2) option periods, at the then fair market value. The first put option period
shall be a period of at least sixty (60) calendar days beginning on the actual
date of distribution of such Stock to the Recipient. The second put option
period shall be a period of at least sixty (60) calendar days beginning after
the determination of the fair market value of such Stock is made by the
Committee (and notice of same is given in writing to the Recipient) for the next
succeeding Plan Year. Such Recipient shall be deemed to have a put option as
herein provided with respect to the shares of Stock and may exercise this put
option by delivering to the Company a written notice of his election to sell
such shares of Stock, or any portion thereof, together with the certificates
representing the shares of Stock to be sold duly endorsed for transfer. The
Company shall be obligated to purchase the shares of Stock, or the designated
portion thereof, at their fair market value at the date the put option is
exercised; provided, however, that the Company may grant the Trustee an option
to assume on behalf of this Plan and Trust the Company's rights and obligations
with respect to the put option at the date the put option is actually exercised
by the Recipient. Except as hereinafter provided, the Company (or the Trustee,
if it assumes the Company's obligation) shall pay for the shares of Stock so
sold to it by check within thirty (30) calendar days following the date of sale.
Notwithstanding anything contained herein to the contrary, the Company (or, if
applicable, the Trustee) may pay the purchase price in substantially equal
periodic payments (not less frequently than annually) over a period beginning
not later than thirty (30) calendar days after the exercise of the put option
and not exceeding five (5) years as long as reasonable interest is paid on the
unpaid amounts and adequate security is provided to the Recipient. If the Stock
is readily tradable on an established market on the date of distribution, the
put option granted by this Section 6.14 shall not exist; provided, however, that
if the Stock ceases to be publicly traded within either of the sixty (60) day
calendar periods as provided herein, the Company shall notify the Recipient in
writing within a reasonable time after the Stock ceases to be so publicly traded
that the Stock shall be subject to the put option for the remainder of the
applicable sixty (60) day calendar period. If the date of actual written notice
to the Recipient by the Company is later than ten (10) calendar days after the
Stock ceases to be so publicly traded, the put option shall automatically be
extended to the extent that the date on which written notice is actually given
to the Recipient is more than ten (10) calendar days later. If the Company is
prohibited by law or regulatory authority from purchasing the Stock on the date
of distribution, the put option granted by this Section 6.14 shall not exist to
the extent Section 6.14 is not required pursuant to Section 409(h)(3) of the
Code; provided, however, that if such prohibition is lifted within either of the
sixty (60) day calendar periods as provided herein, the Company shall notify the
Recipient in writing within a reasonable time after the Company ceases to be
prohibited from purchasing or redeeming the Stock that the Stock shall be
subject to the put option for the remainder of the applicable sixty (60) day
calendar period.

Section 6.15. Benefits Payable after Death of Participant. If any
Participant dies before the payments made under Section 6.10 are completed, the
Committee shall continue the remaining payments to the deceased Participant's
Beneficiary as determined in accordance with Section 6.6.

Section 6.16. Direct Transfers. Notwithstanding any provision of the plan
to the contrary that would otherwise limit a distributee's election under this
Section, a distributee may elect, at the time and in the manner prescribed by
the Committee, to have any portion of an eligible rollover distribution paid
directly to an eligible retirement plan specified by the distributee in a direct
rollover. For purposes of this Section, the following terms shall have the
meanings set forth below:

Clause (a). Eligible rollover distribution: An eligible rollover
distribution is any distribution of all or any portion of the balance to the
credit of the distributee, except that an eligible rollover distribution does
not include: (1) any distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for the life (or life
expectancy) of the distributee or the joint lives (or joint life expectancies)
of the distributee and the distributee's designated beneficiary, or for a
specified period of ten (10) years or more; (2) any distribution to the extent
such distribution is required under section 401(a)(9) of the Code; and (3) the
portion of any distribution that is not includible in gross income. An eligible
rollover distribution does not include any hardship withdrawals, as defined in
Section 401(k)(2)(B)(i)(V) of the Code, which are attributable to the
distributee's elective contributions under Treas. Reg. Section
1.401(k)-1(d)(2)(ii).

Clause (b). Eligible retirement plan: An eligible retirement plan is an
individual retirement account described in section 408(a) of the Code, an
individual retirement annuity described in section 408(b) of the Code, an
annuity plan described in Section 403(a) of the Code, an annuity contract
described in Section 403(b) of the Code, a qualified trust described in Section
401(a) of the Code, an eligible plan under Section 457(b) of the Code that is
maintained by a state or political subdivision of a state that agrees to
separately account for amounts transferred into such plan from that Plan and
that accepts the distributee's eligible rollover distribution.

Clause (c). Distributee: A distributee includes an employee or former
employee. In addition, the employee's or former employee's surviving spouse and
the employee's or former employee's spouse or former spouse who is an alternate
payee under a qualified domestic relations order, as defined in section 414(p)
of the Code, are distributees with regard to the interest of the spouse or
former spouse.

Clause (d). Direct rollover: A direct rollover is a payment by the Plan to
the eligible retirement plan specified by the distributee.

Part E Minimum Distribution Requirements.

Section 6.17. General Rules. The requirements of this Part E will take
precedence over any inconsistent provisions of the Plan. All distributions
required under this Part E will be determined and made in accordance with the
Treasury regulations under Section 401(a)(9) of the Code.

Section 6.18. Time and Manner of Distribution.

Clause (a). Required Beginning Date. The Participant's entire
nonforfeitable interest will be distributed, or begin to be distributed, to the
Participant no later than the Participant's required beginning date.

Clause (b). Death of Participant Before Distributions Begin. If the
Participant dies before distributions begin, the Participant's entire
nonforfeitable interest will be distributed, or begin to be distributed, no
later than as follows:

(i) If the Participant's surviving spouse is the Participant's sole
designated Beneficiary, then distributions to the surviving
spouse will begin by December 31 of the calendar year immediately
following the calendar year in which the Participant died, or by
December 31 of the calendar year in which the Participant would
have attained age 70 1/2 , if later.

(ii) If the Participant's surviving spouse is not the Participant's
sole designated Beneficiary, then distributions to the designated
Beneficiary will begin by December 31 of the calendar year
immediately following the calendar year in which the Participant
died.

(iii)If there is no designated Beneficiary as of September 30 of the
year following the year of the Participant's death, the
Participant's entire nonforfeitable interest will be distributed
by December 31 of the calendar year containing the fifth
anniversary of the Participant's death.

(iv) If the Participant's surviving spouse is the Participant's sole
designated Beneficiary and the surviving spouse dies after the
Participant but before distributions to the surviving spouse
begin, this Section 6.18(b), other than Subsection 6.18(b)(i),
will apply as if the surviving spouse were the Participant.

For purposes of this Section 6.18(b) and Section 6.20, unless Subsection
6.18(b)(iv) applies, distributions are considered to begin on the Participant's
required beginning date. If Subsection 6.18(b)(iv) applies, distributions are
considered to begin on the date distributions are required to begin to the
surviving spouse under Subsection 6.18(b)(i). If distributions under an annuity
purchased from an insurance company irrevocably commence to the Participant
before the Participant's required beginning date (or to the Participant's
surviving spouse before the date distributions are required to begin to the
surviving spouse under Subsection 6.18(b)(i)), the date distributions are
considered to begin is the date distributions actually commence.

Clause (c). Forms of Distribution. Unless the Participant's interest is
distributed in the form of an annuity purchased from an insurance company or in
a single sum on or before the required beginning date, as of the first
distribution calendar year distributions will be made in accordance with
Sections 6.19 and 6.20 of this Part E. If the Participant's interest is
distributed in the form of an annuity purchased from an insurance company,
distributions thereunder will be made in accordance with the requirements of
Section 401(a)(9) of the Code and the Treasury regulations.

Section 6.19. Required Minimum Distributions During Participant's Lifetime.

Clause (a). Amount of Required Minimum Distribution For Each Distribution
Calendar Year. During the Participant's lifetime, the minimum amount that will
be distributed for each distribution calendar year is the lesser of:

(i) the quotient obtained by dividing the Participant's Company
Contributions Account balance by the distribution period in the
Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the
Treasury regulations, using the Participant's age as of the
Participant's birthday in the distribution calendar year; or

(ii) if the Participant's sole designated Beneficiary for the
distribution calendar year is the Participant's spouse, the
quotient obtained by dividing the Participant's Company
Contributions Account balance by the number in the Joint and Last
Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury
regulations, using the Participant's and spouse's attained ages
as of the Participant's and spouse's birthdays in the
distribution calendar year; provided, however, that under no
circumstances shall the distribution exceed the nonforfeitable
portion of the Participant's Company Contributions Account
balance.

Clause (b). Lifetime Required Minimum Distributions Continue Through Year
of Participant's Death(b) . Required minimum distributions will be determined
under this Section 6.19 beginning with the first distribution calendar year and
up to and including the distribution calendar year that includes the
Participant's date of death.

Section 6.20. Required Minimum Distributions After Participant's Death.

Clause (a). Death On or After Date Distributions Begin.

(i) Participant Survived by Designated Beneficiary. If the
Participant dies on or after the date distributions begin and
there is a designated Beneficiary, the minimum amount that will
be distributed for each distribution calendar year after the year
of the Participant's death is the quotient obtained by dividing
the Participant's Company Contributions Account balance by the
longer of the remaining life expectancy of the Participant or the
remaining life expectancy of the Participant's designated
Beneficiary, determined as follows:

1. The Participant's remaining life expectancy is calculated
using the age of the Participant in the year of death,
reduced by one for each subsequent year.

2. If the Participant's surviving spouse is the Participant's
sole designated Beneficiary, the remaining life expectancy
of the surviving spouse is calculated for each distribution
calendar year after the year of the Participant's death
using the surviving spouse's age as of the spouse's birthday
in that year. For distribution calendar years after the year
of the surviving spouse's death, the remaining life
expectancy of the surviving spouse is calculated using the
age of the surviving spouse as of the spouse's birthday in
the calendar year of the spouse's death, reduced by one for
each subsequent calendar year.

3. If the Participant's surviving spouse is not the
Participant's sole designated Beneficiary, the designated
Beneficiary's remaining life expectancy is calculated using
the age of the Beneficiary in the year following the year of
the Participant's death, reduced by one for each subsequent
year.

(ii) No Designated Beneficiary. If the Participant dies on or after
the date distributions begin and there is no designated
Beneficiary as of September 30 of the year after the year of the
Participant's death, the minimum amount that will be distributed
for each distribution calendar year after the year of the
Participant's death is the quotient obtained by dividing the
Participant's Company Contributions Account balance by the
Participant's remaining life expectancy calculated using the age
of the Participant in the year of death, reduced by one for each
subsequent year.

Clause (b). Death Before Date Distributions Begin.

(i) Participant Survived by Designated Beneficiary. If the
Participant dies before the date distributions begin and there is
a designated Beneficiary, the minimum amount that will be
distributed for each distribution calendar year after the year of
the Participant's death is the quotient obtained by dividing the
Participant's Company Contributions Account balance by the
remaining life expectancy of the Participant's designated
Beneficiary, determined as provided in Section 6.20(a).

(ii) No Designated Beneficiary. If the Participant dies before the
date distributions begin and there is no designated Beneficiary
as of September 30 of the year following the year of the
Participant's death, distribution of the Participant's entire
nonforfeitable interest will be completed by December 31 of the
calendar year containing the fifth anniversary of the
Participant's death.

(iii)Death of Surviving Spouse Before Distributions to Surviving
Spouse Are Required to Begin. If the Participant dies before the
date distributions begin, the Participant's surviving spouse is
the Participant's sole designated Beneficiary, and the surviving
spouse dies before distributions are required to begin to the
surviving spouse under Subsection 6.18(b)(i), this Section
6.20(b) will apply as if the surviving spouse were the
Participant.

Section 6.21. Election to Apply 5-Year Rule to Distributions to Designated
Beneficiaries. If the Participant dies before distributions begin and there is a
designated Beneficiary and notwithstanding anything contained in this Article to
the contrary, distribution to the designated Beneficiary is not required to
begin by the date specified in Section 6.18(b) of Part E of the Plan, but the
Participant's entire nonforfeitable interest will be distributed to the
designated Beneficiary by December 31 of the calendar year containing the fifth
anniversary of the Participant's death. If the Participant's surviving spouse is
the Participant's sole designated Beneficiary and the surviving spouse dies
after the Participant but before distributions to either the Participant or the
surviving spouse begin, this election will apply as if the surviving spouse were
the Participant. This election will apply to all distributions.

Section 6.22. Definitions.

Clause (a). Designated Beneficiary. The individual who is designated as the
Beneficiary under Section 6.6 of the Plan and is the designated Beneficiary
under Section 401(a)(9) of the Code and Section 1.401(a)(9)-1, Q&A-4, of the
Treasury regulations.

Clause (b). Distribution calendar year. A calendar year for which a minimum
distribution is required. For distributions beginning before the Participant's
death, the first distribution calendar year is the calendar year immediately
preceding the calendar year which contains the Participant's required beginning
date. For distributions beginning after the Participant's death, the first
distribution calendar year is the calendar year in which distributions are
required to begin under Section 6.18(b). The required minimum distribution for
the Participant's first distribution calendar year will be made on or before the
Participant's required beginning date. The required minimum distribution for
other distribution calendar years, including the required minimum distribution
for the distribution calendar year in which the Participant's required beginning
date occurs, will be made on or before December 31 of that distribution calendar
year.

Clause (c). Life expectancy. Life expectancy as computed by use of the
Single Life Table in Section 1.401(a)(9)-9 of the Treasury regulations.

Clause (d). Participant's Company Contributions Account balance. The
Company Contributions Account balance as of the last Valuation Date in the
calendar year immediately preceding the distribution calendar year (valuation
calendar year) increased by the amount of any contributions made and allocated
or forfeitures allocated to the Company Contributions Account balance as of
dates in the valuation calendar year after the Valuation Date and decreased by
distributions made in the valuation calendar year after the Valuation Date. The
Company Contributions Account balance for the valuation calendar year includes
any amounts rolled over or transferred to the Plan either in the valuation
calendar year or in the distribution calendar year if distributed or transferred
in the valuation calendar year.

Clause (e). Required beginning date. The date specified in Section 6.9 of
the Plan.

ARTICLE VII
ADMINISTRATIVE COMMITTEE

Section 7.1. Establishment. The Committee shall consist of at least three
(3) members to be appointed by the Board of Directors of the Bank, and the
members shall hold office at the pleasure of such Board of Directors. The
members of the Committee shall be individuals and may, but need not, be
officers, shareholders or Directors of the Bank, Participants or Beneficiaries.
The Bank may, at its sole discretion, designate to serve as the Committee its
Board of Directors as duly-constituted from time to time.

Section 7.2. Duties. The Committee shall discharge its duties and powers in
conformance with the care, skill, prudence and diligence under the circumstances
then prevailing that a prudent man acting in a like capacity and familiar with
such matters would use in the conduct of an enterprise of a like character and
with like aims. It shall have complete control of the administration of this
Plan and shall have all powers necessary or convenient to enable it to exercise
such control. In connection therewith, it may provide rules and regulations, not
inconsistent with the provisions hereof or with requirements imposed under the
Code or under the Act, for the administration of this Plan and may from time to
time amend or rescind such rules and regulations. In addition, it may employ or
appoint a secretary and such advisors, agents or representatives as it may deem
desirable and may consult with and employ counsel (who may, but need not, be
counsel to the Company or to the Trustee) or actuaries with regard to any
questions arising in connection with this Plan. All reasonable expenses incurred
by the Committee in connection with this Plan shall be paid as provided in
Section 3.4.

Section 7.3. Actions. The Committee may decide any questions hereunder and
may take or authorize or direct the taking of any action hereunder with the
approval of a majority of the members of the Committee. The approval of such
members, expressed from time to time by a vote at a meeting or in writing
without a meeting, shall constitute the action of the Committee and shall be
valid and effective for all purposes of this Plan. The fact that any member of
the Committee shall be a Participant, former Participant or Beneficiary shall
not disqualify or debar him from participating in any action or decision
affecting any class of Participants, former Participants or Beneficiaries, but
he shall not participate in any action or decision affecting his own separate
interest as a Participant, former Participant or Beneficiary.

Section 7.4. Disqualification. The fact that any member of the Committee is
a Director, shareholder or officer of a Company or a Participant or Beneficiary
shall not disqualify him from doing any act or thing which this Plan authorizes
or requires him to do as a member of the Committee (except as otherwise provided
in Section 7.3) or render him accountable for any allowance or distribution or
other pecuniary or material profit or advantage received by him.

Section 7.5. Powers. The Committee shall have the power to construe this
Plan and to determine all questions of fact or law arising under it. It may
correct any defect, supply any omission or reconcile any inconsistency in this
Plan in such manner and to such extent as it may deem expedient and, except as
otherwise provided by the Act, it shall be the sole and final judge of such
expediency. Except as otherwise provided in Section 7.9, all acts and
determinations of the Committee made in good faith within the scope of its
authority shall be final and conclusive on all the parties hereto and on all
Employees, Participants and their Beneficiaries, surviving spouses or estates
hereunder and shall not be subject to appeal or review.

Section 7.6. Discrimination Prohibited. The Committee shall not take any
action or direct the Trustee to take any action with respect to any of the
benefits provided hereunder or otherwise in pursuance of the powers conferred
herein upon the Committee which would be discriminatory in favor of Employees
who are officers, Directors, shareholders, persons whose principal duties
consist of supervising the work of other Employees or Highly Compensated
Employees or which would result in benefiting one (1) Participant or group of
Participants at the expense of another or in discrimination as between
Participants similarly situated or in the application of different rules to
substantially similar sets of facts.

Section 7.7. Statements and Forms. The Committee shall be authorized to
require of a Company and of any person claiming any rights hereunder a written
statement of any information or the execution of any forms or instruments it may
deem necessary or desirable for the administration of this Plan.

Section 7.8. Liability. Except as otherwise provided by the Act, no member
of the Committee shall be directly or indirectly responsible or under any
liability by reason of any action or default by him as a member of the Committee
or the exercise of or failure to exercise any power or discretion as such member
except for his own fraud or bad faith shown in the exercise of or failure to
exercise such power or discretion, and no member of the Committee shall be
liable in any way for the acts or defaults of any other member. The Committee
may consult with counsel (who may, but need not, be counsel to the Company or to
the Trustee) or accountants selected by it and, except as otherwise provided by
the Act, the opinion of such counsel or the recommendations of such accountants
shall be full and complete authority and protection for any action or conduct
pursued by the Committee in good faith and in accordance with such opinion or
recommendations.

Section 7.9. Determination of Right to Benefits. The Committee shall make
all determinations as to the right of any person to a benefit under the
provisions of this Plan. Any denial by the Committee of a claim for benefits
under this Plan by an Employee or, if deceased, by such Employee's spouse or
other Beneficiary, shall be stated in writing by the Committee and delivered or
mailed to the Employee, spouse or other Beneficiary, as the case may be, within
ninety (90) calendar days after receipt of such benefit claim by the Committee.
Such notice shall set forth the specific reasons for the denial and such
additional information as is required under Section 503 of the Act, written to
the best of the Committee's ability in a manner that may be understood without
legal or actuarial counsel. In addition, the Committee shall afford a reasonable
opportunity to any Employee, spouse or other Beneficiary, as the case may be,
whose claim for benefits has been denied, for a review of the decision denying
the claim in accordance with Section 503 of the Act.

Section 7.10. Investment Directions. The Committee may direct the
investment of the Fund, by written directions to the Trustee, but such direction
shall not be inconsistent with the provisions of this Plan, of the Act or of the
Code.

Section 7.11. Voting Power. Except as otherwise provided in Section 8.17,
the Committee shall be authorized to vote, either in person or by proxy, the
Stock or other securities which are held by the Trustee as part of the Fund.

ARTICLE VIII
THE TRUSTEE

Section 8.1. Assets Held in Trust. The Trustee shall hold the Fund and
shall accept and hold all contributions thereto and all investments and
reinvestments thereof in trust for the persons ultimately entitled thereto under
the terms of this Plan.

Section 8.2. Investments. This Plan is designed to invest primarily in
shares of Stock. Except as otherwise provided in this Plan, the Trustee shall
invest the cash contributed or accruing to the Fund in Stock and shall not make
any other investment for the Fund. There shall be no limit on the permissible
investment in shares of Stock. The Trustee may purchase such shares of Stock
from the Holding Company or from any other source, and such shares of Stock may
be outstanding, newly-issued or treasury shares. All such purchases shall be
made at fair market value (as determined consistent with Section 5.1(a)). If no
shares of Stock are available for purchase, the Trustee may retain cash
uninvested or may invest all or any part thereof in any other investment if such
retention or investment is prudent under all the facts and circumstances then
prevailing. The Trustee shall have the power at any time to enter into
legally-binding agreements to purchase shares of Stock from any person or
entity, whether or not such person or entity shall own such shares of Stock at
the date such purchase agreement is entered into, including but not limited to
Participants in and Beneficiaries of this Plan, except as otherwise provided in
the Act and in Treasury Regulations ss. 54.4975-11(a)(7). Except as otherwise
required by Section 6.14, the purchase price set forth in any such purchase
agreement shall be determined by the fair market value of such shares of Stock
at the date of purchase (as determined consistent with Section 5.1(a)).

Section 8.3. Directions of Committee. The powers granted to the Trustee
under this Plan shall be exercised by the Trustee in its sole discretion. Except
as provided in Section 8.20, the Committee may at any time and from time to time
by written direction to the Trustee require the Trustee to invest in, to retain
or to dispose of any security or other form of investment as may be specified in
such direction, limited, however, to investments permitted under this Plan,
under the Act and under the Code. Neither the Trustee nor any other person shall
be under any duty to question any such written direction of the Committee, and
the Trustee shall as promptly as possible comply with any such written
direction. Any such direction may be of a continuing nature or otherwise and may
be revoked in writing by the Committee at any time. The Trustee shall not be
liable in any manner or for any reason for the making, retention or disposition
of any investment pursuant to the lawful written direction of the Committee.

Section 8.4. Receipt of Additional Shares. Any securities received by the
Trustee as a stock split or a stock dividend or as a result of a reorganization
or other recapitalization shall be allocated as of each Valuation Date in the
same manner as the Stock to which it is attributable is then allocated. If any
rights, warrants or options are issued on common shares or other securities held
in the Fund, the Trustee shall exercise them for the acquisition of additional
common shares or other securities to the extent that cash is then available. Any
common shares or other securities acquired in this fashion shall be treated as
common shares or other securities bought by the Trustee for the net price paid.
Any rights, warrants or options on common shares or other securities which
cannot be exercised for lack of cash may be sold by the Trustee with the
proceeds thereof treated as a current cash dividend received on such common
shares or other securities.

Section 8.5. Delivery of Materials to Committee. Except as otherwise
provided in Section 8.17 and Section 8.20, the Trustee shall deliver or cause to
be delivered to the Committee all notices, prospectuses, financial statements,
proxies and proxy solicitation materials relating to investments held in the
Fund.

Section 8.6. Powers. The Trustee shall have power with regard to all
property in the Fund at any time and from time to time:

(a) to sell, convey, transfer, mortgage, pledge, lease, exchange or
otherwise dispose of the same, without the necessity of approval of any court
therefor or notice to any person, natural or legal, thereof and without
obligation on the part of any person dealing with the Trustee to see to the
application of any money or property delivered to it;

(b) except as otherwise provided in Section 7.11, Section 8.17 and Section
8.20, to exercise any and all rights or options pertaining to any share of Stock
held as part of the assets of the Fund and to enter into agreements and consent
to or oppose the reorganization, consolidation, merger, readjustment of
financial structure or sale of assets of any corporation or organization, the
securities of which are held in the Fund;

(c) except as otherwise provided in Section 4.5, to collect the principal
and income of such property as the same shall become due and payable and to give
binding receipt therefor;

(d) to take such action, whether by legal proceedings, compromise,
abandonment or otherwise, as the Trustee, in its sole discretion, shall deem to
be in the best interest of the Fund, but the Trustee shall be under no
obligation to take any legal action unless it shall have been first indemnified
by the Company with respect to any expenses or losses to which it may be
subjected through taking such action;

(e) to register any securities and to hold any other property in the Fund
in its own name or in the name of a nominee with or without the addition of
words indicating that such securities or other property are held in a fiduciary
capacity;

(f) pending the selection or the purchase of suitable investments or the
payment of expenses or the making of any other payment required or permitted
under this Plan, to retain in or to convert to cash, without liability for
interest or any other return thereon, such portion of the Fund as it shall deem
reasonable under the circumstances, including, but not by way of limitation, the
power to retain sufficient cash to permit the acquisition of large blocks of
shares of Stock as the same may from time to time become available for purchase;

(g) to borrow from banks or similar lending institutions reasonable sums of
money for the purchase of shares of Stock for the Company Contributions Accounts
of Participants in accordance with the provisions of Section 8.7; provided,
however, that the Trustee may not borrow from itself or from an affiliated
institution even if the Trustee is a bank or similar lending institution except
to the extent specifically permitted by the Act and by the Code; and

(h) to do all other acts in its judgment necessary or desirable for the
proper administration of the Trust and permissible under the Act and under the
Code although the power to do such acts is not specifically set forth herein.

Section 8.7. Loans to the Trust. The following conditions shall be met with
respect to any Exempt Loan to the Trust:

Clause (a). Interest. The rate of interest on any Exempt Loan shall not be
in excess of a reasonable rate of interest. At the date an Exempt Loan is made,
the interest rate for the Exempt Loan and the price of any shares of Stock to be
purchased with the Exempt Loan proceeds shall not be such that the Plan assets
might be drained off.

Clause (b). Use of Proceeds. The proceeds of an Exempt Loan shall be used
within a reasonable time after receipt by the Trustee for any or all of the
following purposes:

(i) to acquire Stock;

(ii) to repay that Exempt Loan; or

(iii) to repay a prior Exempt Loan.

Except as otherwise provided in Section 6.13 and Section 6.14, no Stock acquired
with Exempt Loan proceeds shall be subject to a put, call or other option or a
buy-sell or similar arrangement while held by the Trustee and when distributed
from this Plan.

Clause (c). Terms of Exempt Loan. The terms of each Exempt Loan shall be,
at the time that Exempt Loan is made, as favorable to this Plan as the terms of
a comparable loan resulting from arm's-length negotiations between independent
parties. Each Exempt Loan shall be for a specific term and shall not be payable
at the demand of any person, except in the case of default.

Clause (d). Collateral. Any collateral pledged to the lender by the Trustee
shall consist only of Stock purchased with the borrowed funds or Stock that was
used as collateral for a prior Exempt Loan repaid with the proceeds of the
current Exempt Loan; provided, however, that in addition to such collateral, the
Company may guarantee the repayment of an Exempt Loan.

Clause (e). Limited Recourse. Under the terms of each Exempt Loan, the
lender shall not have any recourse against the Fund or the Trust except with
respect to the collateral.

Clause (f). Repayment. No person entitled to payment under any Exempt Loan
shall have any right to assets of the Fund or the Trust other than:

(i) collateral given for that Exempt Loan;

(ii) contributions (other than contributions of Stock) that are made
by the Bank under this Plan to meet this Plan's obligations under
that Exempt Loan;

(iii)earnings attributable to such collateral and the investment of
such contributions; and

(iv) to the extent directed by the Bank under Section 4.5, cash
dividends on allocated shares of stock.

Payments made with respect to an Exempt Loan by the Trustee during any Plan Year
shall not exceed an amount equal to the sum of such contributions and earnings
received during or prior to that Plan Year less such payments in prior Plan
Years. Such contributions and earnings shall be accounted for separately in the
books of account of this Plan and Trust until that Exempt Loan is repaid.

Clause (g). Agreement by Bank. The Bank shall agree in writing with the
Trustee to contribute to the Fund amounts sufficient to enable the Trustee to
pay each installment of principal and interest on each Exempt Loan on or before
the date such installment is due, even if no tax benefit to the Bank results
from such contribution.

Clause (h). Release of Collateral. All assets of the Fund acquired by this
Plan and Trust with Exempt Loan proceeds and all collateral pledged to secure an
Exempt Loan shall be held in a suspense account and considered encumbered by the
Exempt Loan. For each Plan Year during the duration of an Exempt Loan, the
number of assets to be released from encumbrance and withdrawn from the suspense
account shall be based upon the ratio that the payment of principal and interest
on that Exempt Loan for that Plan Year bears to the total projected payments of
principal and interest over the duration of the Exempt Loan period. Assets
released from encumbrance and withdrawn from the suspense account shall be
allocated to the various Company Contributions Accounts in the Plan Year during
which such portion is paid off and in the same manner as if the assets had been
obtained by the Trustee when no Exempt Loan was involved. Income with respect to
shares of Stock acquired with Exempt Loan proceeds and held in the suspense
account shall be allocated to Company Contributions Accounts along with other
income earned by the Fund, except to the extent that such income is to be used
to repay an Exempt Loan.

Clause (i). Default. In the event of any default upon an Exempt Loan, the
value of Trust assets transferred in satisfaction of that Exempt Loan shall not
exceed the amount of the default. If the lender is a disqualified person within
the meaning of Section 4975(e)(2) of the Code, the Exempt Loan shall provide for
a transfer of Trust assets upon default only upon and to the extent of the
failure of the Trustee to meet the payment schedule of that Exempt Loan;
provided, however, that the making of a guarantee shall not make a person a
lender within the meaning of this Clause (i).

Clause (j). Termination of Plan. Upon a complete termination of the Plan
but only to the extent permitted by the Code and the Act, any unallocated Stock
shall be sold to the Holding Company at a price no less than fair market value
or on the open market. To the extent permitted by Code and the Act, the proceeds
of such sale shall be used to satisfy any outstanding Exempt Loan and the
balance of any funds remaining shall be allocated as income to each
Participant's Company Contributions Account based on the proportion that the
Participant's Company Contributions Account balances as of the immediately
preceding Valuation Date bears to the aggregate Company Contributions Account
balances of all Participants as of the immediately preceding Valuation Date.

Section 8.8. Annual Accounting. At least annually the Trustee shall render
to the Committee a written account of its administration of the Fund during the
period since the establishment of this Plan or the last accounting thereafter.
Pursuant to this requirement, Stock acquired by the Trustee shall be accounted
for as provided in Treasury Regulations ss. 1.402(a)-1(b)(2)(ii). Unless written
notice of disapproval is furnished to the Trustee by the Committee within ninety
(90) calendar days after receipt of such account, such account shall be deemed
to have been approved.

Section 8.9. Audit. In the case of any disapproval as provided in Section
8.8 and unless a satisfactory corrected written account is furnished to the
Committee, an audit of the Trustee's account shall be made by a certified public
accountant selected jointly by the Bank and the Trustee, but at the expense of
the Bank. Upon completion of any such audit, the inaccuracies in the Trustee's
account, if any, shall be corrected to conform to such audit and a corrected
written account shall be delivered to the Committee by the Trustee. Except as
otherwise provided by the Act, an approved account or an account corrected
pursuant to such an audit shall be final and binding upon the Bank and upon all
other persons who shall then or thereafter have any interest under this Plan.

Section 8.10. Uncertainty Concerning Payment of Benefits. In the event of
any dispute or uncertainty as to the person to whom payment of any funds or
other property shall be made under this Plan, the Trustee may, in its sole
discretion, withhold such payment or delivery until such dispute or uncertainty
shall have been determined or resolved by a court of competent jurisdiction or
otherwise settled by the parties concerned.

Section 8.11. Compensation. The Trustee shall be entitled to receive fair
and reasonable compensation for its services hereunder, taking into account the
amount and nature of its services and the responsibilities involved, and shall
also be entitled to be reimbursed for all reasonable out-of-pocket expenses,
including, but not by way of limitation, legal, actuarial and accounting
expenses and all costs and expenses incurred in prosecuting or defending any
action concerning this Plan or the Trust or the rights or responsibilities of
any person hereunder, brought by or against the Trustee. Such reasonable
compensation and expenses shall be paid by the Bank as provided in Section 3.4.

Section 8.12. Standard of Care. The Trustee shall use its best judgment in
exercising any duties or powers or in taking any action hereunder and shall be
bound at all times to act in good faith and in accordance with all requirements
imposed under the Act and under the Code. Except as otherwise provided by the
Act, the Trustee shall not incur any liability by reason of any error of
judgment, mistake of law or fact or any act or omission hereunder of itself or
of any agent, proxy or attorney so long as it has acted in good faith. The
Trustee may act on any paper or document believed by it to be genuine and to
have been signed and presented by the proper person. The Trustee may consult
with counsel (who may, but need not, be counsel to the Bank), accountants or
actuaries selected by it and, except as otherwise provided by the Act, the
written opinion of such counsel or the written recommendations of such
accountants or actuaries shall be full and complete authority and protection for
any action or conduct pursued by the Trustee in good faith and in accordance
with such written opinion or recommendations. Except as otherwise provided by
the Act, the Trustee shall not be liable for any action taken by it pursuant to
the written direction of the Committee.

Section 8.13. Request for Instructions. In addition to written instructions
relating to valuation and except as otherwise provided in Section 8.20, at any
time the Trustee may, by written request, seek written instructions from the
Committee on any matter and may await such written instructions from the
Committee without incurring any liability whatsoever. If at any time the
Committee should fail to give written directions to the Trustee, the Trustee may
act, and shall be protected in acting, without such written directions, in such
manner as in its sole discretion seems appropriate and advisable under the
circumstances for carrying out the purposes of the Trust.

Section 8.14. Resignation of Trustee. The Trustee may resign at any time by
giving sixty (60) calendar days' prior written notice to the Committee, and the
Trustee may be removed, with or without cause, by the Committee but with the
written consent of the Bank on sixty (60) calendar days' prior written notice to
the Trustee. Such prior written notice may be waived by the party entitled to
receive it. Upon any such resignation or removal becoming effective, the Trustee
shall render to the Committee a written account of its administration of the
Fund for the period since the last written accounting and shall do all necessary
acts to transfer the assets of the Fund to the successor Trustee or Trustees.

Section 8.15. Vacancies in Trusteeship. In the event of any vacancy in the
trusteeship of the Trust hereby created, the Committee, with the written consent
of the Bank, may designate and appoint a qualified successor Trustee or
Trustees. Any such successor Trustee or Trustees shall have all the powers
herein conferred upon the original Trustee.

Section 8.16. Information to Be Furnished. The Company shall furnish to the
Trustee, and the Trustee shall furnish to the Bank, such information relevant to
this Plan and Trust as may be required under the Code and under the Act. The
Trustee shall keep such records, make such identification and file with the
Internal Revenue Service and with the U.S. Department of Labor such returns and
other information concerning this Plan and Trust as may be required of it under
the Code and under the Act. The Company shall fulfill any reporting and
disclosure obligations imposed on it by the Act, and each Participant shall be
given any reports required by the Act. To the extent that the Trustee assumes
any such Company obligations, it may charge a reasonable fee for its services
apart from its normal fee and its expenses as provided in Section 8.11.

Section 8.17. Voting Rights of Participants. Each Participant (or, if
applicable, his Beneficiary) shall have the right to direct the Trustee as to
the manner in which voting rights of shares of Stock which are allocated to his
Company Contributions Account are to be exercised with respect to any corporate
matter which involves the voting of such shares with respect to the approval or
disapproval of any corporate merger or consolidation, recapitalization,
reclassification, liquidation, dissolution, sale of substantially all assets of
a trade or business, or such similar transactions which may be prescribed by the
Secretary of Treasury in regulations. Each Participant (or, if applicable, his
Beneficiary) shall also have the right to direct the Trustee as to the manner in
which voting rights of shares of Stock which are allocated to his Company
Contributions Account are to be exercised at any time the Holding Company has a
class of securities that are required to be registered under Section 12 of the
Securities Exchange Act of 1934 or that would be required to be so registered
except for the exemption from registration provided by Section 12(g)(2)(H) of
the Securities Exchange Act of 1934. In all other cases, the Committee shall be
authorized to vote the Stock held by the Trustee as part of the Fund as provided
in Section 7.11. Not less than thirty (30) calendar days prior to each annual or
special meeting of shareholders of the Holding Company at which one (1) or more
Participants are entitled to vote shares of Stock allocated to their Company
Contributions Accounts under this Section 8.17, the Trustee shall cause to be
prepared and delivered to each such Participant who has a Company Contributions
Account as of the record date established by the Bank a copy of the notice of
the meeting and form of proxy directing the Trustee as to how it shall vote at
such meeting or at any adjournment thereof with respect to each issue. Upon
receipt of such proxies, the Trustee shall vote or may grant the Committee a
proxy to vote the shares of Stock (both allocated and unallocated) in proportion
to the proxies received by the Participants. To the extent permitted by
applicable law, the shares of stock for which no direction is received by the
Participant (or, if applicable, his Beneficiary) shall be voted in proportion to
the voting directions received by the Trustee with respect to the allocated
shares of Stock. The Trustee shall take steps to keep a Participant's voting
directions confidential and shall not provide them to the Company.

Section 8.18. Delegation of Authority. The Trustee may delegate any of its
ministerial powers or duties under this Plan, including the signing of any
checks drawn on the Fund, to any of its agents or employees.

Section 8.19. Diversification of Company Contributions Account.
Notwithstanding anything contained in Article VI to the contrary, a Participant
who has attained age fifty-five (55) and who has completed at least ten (10)
years of participation in this Plan shall be permitted to elect that during a
six (6) year period beginning with the Plan Year after the Plan Year during
which he had obtained age fifty-five (55) or, if later, during which he
completed his tenth (10th) year of participation in this Plan a portion of his
vested Company Contribution Account be distributed. In the first (1st) Plan Year
for which the Participant has an election under this Section 8.19, the
Participant may elect a distribution of up to twenty-five percent (25%) of his
vested Company Contribution Account as of the end of such Plan Year. In the
second (2nd), third (3rd), fourth (4th) and fifth (5th) Plan Year for which the
Participant has an election under this Section 8.19, the Participant may elect a
distribution which, when aggregated to any earlier distributions made by reason
of this Section 8.19, does not exceed twenty-five percent (25%) of the vested
balance held in his Company Contribution Account as of the end of the Plan Year
for which the election is made. In the final Plan Year for which a Participant
has an election under this Section 8.19, the Participant may elect a
distribution of an amount which, when aggregated with any other distribution
made by reason of this Section 8.19, does not exceed fifty percent (50%) of his
vested Company Contribution Account balance as of the end of such Plan Year. The
Trustee shall provide Participants eligible for an election under this Section
8.19 with information relating to the election before the end of the first (1st)
Plan Year for which the election relates. A Participant electing a distribution
under this Section 8.19 shall have until the ninetieth (90th) calendar day
immediately following the end of the Plan Year for which the election is made to
make his election. Any distribution made by reason of this Section 8.19 shall be
in cash and shall be made within one hundred and eighty (180) calendar days
after the end of the Plan Year for which the election is made. In lieu of the
cash distributions provided for in this Section, the Bank may instead offer to
eligible Participants three (3) investment options under this Plan that meet the
requirements set forth in Code Section 401(a)(28) and regulations promulgated
thereunder to which the amounts subject to the diversification election could be
transferred.

Section 8.20. Tender Offer. Each Participant (or, if applicable, his
Beneficiary) shall have the right to direct the Trustee as to whether the shares
of Stock which are allocated to his Company Contributions Account are to be
tendered pursuant to any tender offer made for the Stock of the Holding Company.
The Trustee shall as soon as practical (and in no event later than five (5)
calendar days) after its receipt of the tender offer documents shall cause to be
prepared and delivered to each Participant (and, if applicable, his Beneficiary)
who has a Company Contributions Account as of the date of the tender offer a
copy of all relevant information as to the tender offer and a written election
form which will direct the Trustee as to whether it should tender the shares of
Stock held in such Participant's Company Contributions Account. The shares of
Stock for which no direction is received by the Participant (or, if applicable,
his Beneficiary) or held by the Trustee in any unallocated account shall be
tendered in proportion to the tendering directions received by the Trustee with
respect to the allocated shares of Stock. The Trustee shall take steps to keep a
Participant's decision whether or not to tender shares of Stock confidential and
shall not provide the information to the Company.

ARTICLE IX
AMENDMENT, TERMINATION AND MERGER

Section 9.1. Amendment. Except for such amendments as are permitted under
this Section 9.1 and as otherwise provided in Section 1.16 and Section 9.3, the
Trust is irrevocable. The Bank reserves the right to amend this Plan, at any
time and from time to time, in whole or in part, including without limitation,
retroactive amendments necessary or advisable to qualify this Plan and the Trust
under the provisions of Sections 401(a) and 501(a) of the Code or the
corresponding provisions of any similar statute hereafter enacted. However, the
Bank's right to amend this Plan shall remain at all times subject to the
provisions of Section 9.4. Further, no amendment of this Plan shall:

(a) alter, change or modify the duties, powers, or liabilities of the
Trustee hereunder without their written consent;

(b) permit any part of the Fund to be used to pay premiums or contributions
of the Company under any other employee benefit plan maintained by the Company
for the benefit of its Employees;

(d) change the vesting schedule in Section 6.3 or, if applicable, in
Section 11.4 unless each Participant who has completed three (3) or more Years
of Service as of the effective date of the amendment is permitted to elect,
within sixty (60) calendar days after he is notified by the Committee of his
rights under this Subsection (d), to have his vested interest determined without
regard to such amendment;

(e) decrease the accrued benefit of any Participant unless the amendment is
approved by the Department of Labor because of substantial business hardship; or

(f) decrease a Participant's Company Contributions Account balance or
eliminate an optional form of distribution for the accrued benefits of a
Participant determined as of the date of the amendment.

Section 9.2. Termination or Complete Discontinuance of Contributions. The
Bank is not and shall not be under any obligation or liability whatsoever to
continue its contributions pursuant to this Plan or to maintain this Plan for
any given length of time, except as otherwise provided in Section 8.7. The Bank
may, in its sole discretion, discontinue its contributions to this Plan
completely, except as otherwise provided in Section 8.7, with or without notice,
or partially or totally terminate this Plan in accordance with its provisions at
any time without any liability whatsoever for such discontinuance or
termination. If this Plan shall be partially or totally terminated or if
contributions of the Bank shall be completely discontinued, the rights of all
Participants directly affected by the partial or total termination or the
complete discontinuance of contributions in their applicable Company
Contributions Accounts shall thereupon become fully vested and non-forfeitable
notwithstanding any other provisions of this Plan. However, the Trust shall
continue until all Participants' Company Contributions Accounts have been
completely distributed to, or for the benefit of, the Participants in accordance
with this Plan.

Section 9.3. Determination by Internal Revenue Service. Notwithstanding any
other provisions of this Plan, if the Internal Revenue Service shall fail or
refuse to issue a favorable written determination or ruling with respect to the
initial qualification of this Plan and the initial exemption of the Trust from
tax under Sections 401(a) and 501(a) of the Code, the Trustee shall, within a
reasonable time after receiving a written direction from the Committee to do so,
return to the Bank the current value of all Bank contributions theretofore made.
As a condition to such repayment, the Bank shall execute, acknowledge and
deliver to the Trustee its written undertaking, in form satisfactory to the
Trustee, to indemnify, defend and hold the Trustee harmless from all claims,
actions, demands, or liabilities arising in connection with such repayment. If
for any reason the Key District Director of the Internal Revenue Service should
at any time after initial qualification fail to approve any of the terms,
conditions or amendments contained in or implied from this Plan and Trust for
continuing qualification and tax exemption under Sections 401(a) and 501(a) of
the Code, then the Company shall make such modifications, alterations and
amendments of this Plan as are necessary to retain such approval and such
modifications, alterations and amendments shall be effective retroactively to
the Effective Date or to such later date as is required to retain such approval.

Section 9.4. Nonreversion. Except as otherwise provided in Section 3.1 and
Section 9.3:

(a) The Bank shall have no power to amend or to terminate this Plan in such
a manner which would cause or permit any part of the Fund to be diverted to
purposes other than for the exclusive benefit of Participants or, if deceased,
of their spouse or other Beneficiaries or as would cause or permit any portion
of the Fund to revert to or to become the property of the Company, and

(b) The Bank shall have no right to modify or to amend this Plan
retroactively in such a manner as to deprive any Participants, or if deceased,
their spouses or other Beneficiaries of any benefits to which they are entitled
under this Plan by reason of contributions made by the Company prior to the
modification or amendment, unless such modification or amendment is necessary to
meet the qualification requirements of Sections 401(a) and 501(a) of the Code.

Section 9.5. Merger. The Bank shall have the right, by action of its Board
of Directors, to merge or to consolidate this Plan with, or to transfer the
assets or liabilities of the Fund to, any other qualified retirement plan and
trust at any time, except that no such merger, consolidation or transfer shall
be authorized unless each Participant in this Plan would receive a benefit
immediately after the merger, consolidation or transfer (if the merged,
consolidated or transferred plan and trust then terminated) equal to or greater
than the benefit to which he would have been entitled immediately before the
merger, consolidation or transfer (if this Plan then terminated).

ARTICLE X
MISCELLANEOUS

Section 10.1. Creation of Plan Voluntary. The Plan hereby created is purely
voluntary on the part of the Company and, except as otherwise provided in
Section 8.7, any Company may suspend or discontinue payments hereunder at any
time or from time to time as it may decide, but no suspension or discontinuance
shall operate retroactively with respect to the rights of any Participant
hereunder or his spouse or other Beneficiary.

Section 10.2. No Employment Contract. Except as may be required by the Act,
no contributions or other payments under this Plan shall constitute any contract
on the part of the Company to continue such contributions or other payments
hereunder. Participation hereunder shall not give any Participant the right to
be retained in the service of the Company or any right or claim to any benefits
hereunder unless the right to such benefits has accrued under this Plan. All
Participants shall remain subject to assignment, reassignment, promotion,
transfer, layoff, reduction, suspension and discharge by the Company to the same
extent as if this Plan had never been established.

Section 10.3. Limitation on Rights Created. Nothing contained in this Plan
or any modification of the same or act done in pursuance hereof shall be
construed as giving any person whomsoever any legal or equitable right against
the Company, the Committee, the Trustee or the Fund, unless specifically
provided herein or granted by the Act.

Section 10.4. Waiver of Claims. Except as otherwise provided by the Act, no
liability whatsoever shall attach to or be incurred by any shareholder, officer
or Director, as such, of the Company under or by reason of any provision of this
Plan or any act with reference to this Plan, and any and all rights and claims
thereof, as such, whether arising at common law or in equity or created by
statute, constitution or otherwise, are hereby expressly waived and released to
the fullest extent permitted by law by every Participant and by his spouse or
other Beneficiary as a condition of and as part of the consideration for the
payments by the Company under this Plan and for the receipt of benefits
hereunder.

Section 10.5. Spendthrift Provision. To the fullest extent permitted by
law, none of the benefits, payments, accounts, funds or proceeds of any contract
held hereunder shall be subject, voluntarily or involuntarily, to any claim of
any creditor of any Participant or of his spouse or other Beneficiary, nor shall
the same be subject to attachment, garnishment or other legal or equitable
process by any creditor of a Participant or of his spouse or other Beneficiary,
nor shall any Participant or his spouse or other Beneficiary have any right to
alienate, anticipate, commute, pledge, encumber or assign any such benefits,
payments, accounts, funds or proceeds of any such contract. The preceding
sentence shall also apply to the creation, assignment or recognition of a right
to any benefit payable with respect to a Participant pursuant to a domestic
relations order, unless such order is determined to be a qualified domestic
relations order as defined in Section 414(p) of the Code. Notwithstanding
anything contained herein to the contrary and only to the extent permitted by
Section 401(a)(13) of the Code, the Committee shall be permitted to offset any
payment of benefits due to the Participant by any amount a Participant is
required to pay to this Plan by reason of a judgment of conviction relating to a
crime involving this Plan, a civil judgment entered into by a court in an action
brought under the Act or a settlement between the Department of Labor and the
Participant in connection with a violation (or alleged violations) of the Act.
It is the intention of the Bank that benefit payments hereunder shall be made
only at the times, in the amounts and to the distributees as specified in this
Plan regardless of any marital dissolution, bankruptcy or other legal
proceedings to which such distributees may be a party to the fullest extent
permitted by law.

This Section shall not apply to any offset of a Participant's benefits
provided under this Plan against an amount the Participant is ordered or
required to pay to the Plan if -

(a) the order or requirement to pay arises -

(i) under a judgment of conviction for a crime involving this Plan;

(ii) under a civil judgment (including a consent order or decree)
entered by a court in an action brought in connection with a
violation (or alleged violation) of part 4 of subtitle B of title
I of the Act; or

(iii)pursuant to a settlement agreement between the Secretary of
Labor and the Participant, or a settlement agreement between the
Pension Benefit Guaranty Corporation and the Participant, in
connection with a violation (or alleged violation) or part 4 of
subtitle B of the Act by a fiduciary or any other person; and

(b) the judgment, order, decree, or settlement agreement expressly provides
for the offset of all or part of the amount ordered or required to be paid to
this Plan against the Participant's benefits provided under this Plan.

Section 10.6. Payment of Benefits to Others. If any person to whom benefit
payments are due or payable under this Plan shall be unable to care for his
affairs because of illness or accident, any such payment may be made (unless
prior claim thereto shall have been made by a duly-qualified guardian or other
legal representative) to the spouse, parent, brother, sister or other person
deemed by the Committee, in its sole discretion, to have incurred expense for
such person and on such terms as the Committee, in its sole discretion, may
impose. Any such payment and any payment to a Participant or to his legal
representative or, if deceased, to his spouse or other Beneficiary made pursuant
to the provisions of this Plan shall to the extent thereof be in full
satisfaction of all claims arising hereunder against this Plan, the Fund, the
Committee, the Trustee and the Company.

Section 10.7. Payments to Missing Persons. If the Trustee is unable to
effect delivery of any amounts payable under this Plan to the person entitled
thereto or, upon such person's death, to such person's personal representative,
they shall so advise the Committee in writing, and the Committee shall give
written notice by certified mail to said person at the last known address of
such person as shown in the Bank's records. If such person or the personal
representative thereof shall not have responded to the Committee within three
(3) years from the date of mailing such certified notice, the Committee shall
direct the Trustee to distribute such amount, including any amount thereafter
becoming due to such person or the personal representative thereof, in the
manner provided in Section 6.7 with respect to the death of a Participant when
there is no valid designation of Beneficiary on file.

Section 10.8. Severability. If any provisions of this Plan shall be held
illegal or invalid for any reason, such illegality or invalidity shall not
affect the remaining part of this Plan and it shall be construed and enforced as
if such illegal or invalid provisions had never been inserted herein.

Section 10.9. Captions. Titles of Articles, Sections and Clauses herein are
for general information only and shall be ignored in any construction of the
provisions hereof.

Section 10.10. Construction. Words in the masculine gender shall be
construed to include the feminine gender in all cases where appropriate, and
words in the singular or plural shall be construed as being in the plural or
singular where appropriate.

Section 10.11. Counterparts. This Plan may be executed in any number of
counterparts, each of which shall be deemed to be an original. All the
counterparts shall constitute but one (1) and the same instrument and may be
sufficiently evidenced by any one (1) counterpart.

Section 10.12. Indemnification. The Bank shall indemnify and hold harmless
each member of the Committee and any individual Trustee who is also an Employee
of the Bank from any and all claims, loss, damage, expense and liability arising
from any act or omission of such member or Trustee, as the case may be, except
when the same is judicially determined to be due to the fraud or bad faith of
such member or Trustee, as the case may be, if possible.

Section 10.13. Standards of Interpretation and Administration. This Plan
and the Fund held hereunder shall be for the exclusive benefit of Employees of
the Company and their spouses or other Beneficiaries and defraying reasonable
costs of administration. This Plan shall be interpreted and administered in a
manner consistent with the requirements of the Code relating to qualified stock
bonus plans and trusts and the requirements imposed by the Act. Wherever in this
Plan discretionary powers are given to any party or wherever any interpretation
may be necessary, such powers shall be exercised and such interpretation shall
be made in a non-discriminatory manner and in conformity with the fiduciary
duties imposed under Section 404 of the Act.

Section 10.14. Governing Law. Except as otherwise provided by the Act, this
Plan shall be administered and construed and its validity determined under the
laws of the State of Indiana.

Section 10.15. Successors and Assigns. This Plan shall be binding upon the
successors and assigns of the Company and of the Trustee.

Section 10.16. Adoption of the Plan. Any corporation, who together with the
Bank, constitutes a member of a controlled group of corporations under 414(b) of
the Code, with the approval of the Board of Directors of the Bank may adopt this
Plan and participate as a Company in this Plan by the execution of an instrument
of adoption of this Plan which shall specify the Effective Date as to such
party. A listing of Participating Companies who have adopted this Plan is shown
as Appendix A.

Section 10.17. Withdrawal from Plan. Any Company in this Plan may, by
resolution of its Board of Directors or other governing body, withdraw from
participation as a Company in this Plan.

ARTICLE XI
TEFRA TOP-HEAVY RULES

Section 11.1. Application. The rules set forth in this Article XI shall be
applicable with respect to any Plan Year beginning on or after the Effective
Date in which this Plan is determined to be a Top-Heavy Plan. The provisions of
this Article XI shall be applied only to the extent necessary to comply with
Section 416 of the Code and in a manner consistent with all requirements imposed
under Section 416 of the Code.

Section 11.2. Determination. This Plan shall be considered a Top-Heavy Plan
with respect to any Plan Year if as of the Anniversary Date of the immediately
preceding Plan Year or, if the determination is to be made for this Plan's first
(1st) Plan Year, the last calendar day of the first (1st) Plan Year (the
"determination date"):

(a) the present value of the Accrued Benefits (as such term is defined in
Section 11.3) of Key Employees (as such term is defined below) exceeds sixty
percent (60%) of the present value of the Accrued Benefits of all Employees and
former Employees (other than former Key Employees (as such term is defined
below)); provided, however, that the Accrued Benefits of any Participant who has
not completed an Hour of Service for the Company during a five (5) year period
ending on the determination date (as such term is defined above) shall be
disregarded, or

(b) this Plan is part of a required aggregation group (as such term is
defined below) and the required aggregation group is top-heavy;

provided, however, that this Plan shall not be considered a Top-Heavy Plan with
respect to any Plan Year in which this Plan is part of a required or permissive
aggregation group (as such terms are defined below) which is not top-heavy. For
purposes of this Article XI, the term "Key Employee" shall include for any Plan
Year any Employee or former Employee (including any deceased Employee) who at
any time during the Plan Year that includes the determination date was:

(c) an officer of a Company whose Section 415 Compensation from the Company
is greater than $130,000 (as adjusted under Section 416(i)(1) of the Code,

(d) a five percent (5%) owner (determined without regard to Sections
414(b),(c) and (n) of the Code) of a Company,

(e) a one percent (1%) owner (determined without regard to Sections
414(b),(c) and (n) of the Code) of a Company whose Section 415 Compensation from
the Company is in excess of one hundred and fifty thousand dollars ($150,000);

provided, however, that an individual shall only be included as a Key Employee
to the extent required by Section 416(i) of the Code. For purposes of this
Article XI, "Non-Key Employee" is any Employee or former Employee who is not a
Key Employee. For purposes of determining who is a key employee, Section 415
Compensation shall include amounts deferred or redirected by an Employee
pursuant to Sections 401(k) and 125 of the Code. For purposes of this Section
11.2, the term "required aggregation group" shall include:

(f) all qualified retirement plans maintained by a Company in which a Key
Employee (as such term is defined above) is a participant; provided, however,
that the term "required aggregation group" shall also include all qualified
retirement plans previously maintained by a Company but terminated within the
five (5) year period ending on the determination date (as such term is defined
above) in which a Key Employee (as such term is defined above) was a
participant; and

(g) any other qualified retirement plans maintained by a Company which
enable any qualified retirement plan described in Subsection (g) above to meet
the requirements of Section 401(a)(4) or of Section 410 of the Code.

For purposes of this Section 11.2, the term "permissive aggregation group" shall
include all qualified retirement plans that are part of a required aggregation
group (as such term is defined above) and any other qualified retirement plans
maintained by a Company if such group will continue to meet the requirements of
Section 401(a)(4) and of Section 410 of the Code.

Section 11.3. Accrued Benefits. For purposes of this Article XI, Accrued
Benefits with respect to any Plan Year shall be determined as of the
determination date (as such term is defined in Section 11.2) for that Plan Year
based on the Company Contributions Account balances as of the most recent
Valuation Date within a consecutive twelve (12) month period ending on such
determination date; provided, however, that such Company Contributions Account
balances shall be adjusted to the extent required by Section 416 of the Code to
increase the Company Contributions Accounts balances by the amount of any
Company Contributions made and allocated after the Valuation Date but on or
before such determination date and by any distributions made to Participants
prior to the Valuation Date during any of the five (5) consecutive Plan Years
immediately preceding the Plan Year for which the determination as to whether
this Plan is a Top-Heavy Plan is being made (including distributions from a
terminated plan which if not terminated would have been part of a required
aggregation group (as such term is defined in Section 11.7)) and to reduce the
Company Contributions Account balances by any rollovers or plan-to-plan
transfers made to this Plan before the Valuation Date which are initiated by a
Participant from any qualified retirement plan maintained by an unrelated
employer and by any deductible employee contributions.

(a) Distributions during year ending on the determination date. The present
values of Accrued Benefits and the amounts of Company Contributions Account
balances of an Employee as of the determination date (as such term is defined in
Section 11.2) shall be increased by the Company Contributions made with respect
to the Employee under the Plan and any plan aggregated with the Plan under
Section 416(g)(2) of the Code during the 1-year period ending on the
determination date (as such term is defined in Section 11.2). The preceding
sentence shall also apply to distributions under a terminated plan which, had it
not been terminated, would have been aggregated with the Plan under Section
416(g)(2)(A)(i) of the Code. In the case of a Company Contribution made for a
reason other than separation from service, death, or disability, this provision
shall be applied by substituting 5-year period for 1-year period.

(b) Employees not performing services during year ending on the
determination date. The Accrued Benefits and Company Contributions Accounts of
any individual who has not performed services for the Company during the 1-year
period ending on the determination date shall not be taken into account.

Section 11.4. Vesting Provisions. Notwithstanding the provisions of Section
6.3, with respect to any Plan Year in which this Plan is determined to be a
Top-Heavy Plan, a Participant's Accrued Benefit which is derived from Company
Contributions shall vest in accordance with the following vesting schedule:

Years of Service Vested Percentage
---------------- -----------------
Less than three (3) years 0
Three (3) years or more 100%

provided, however, that if this Plan becomes a Top-Heavy Plan and subsequently
ceases to be such:

(a) the vesting schedule shown above shall continue to apply but only with
respect to Participants who had completed three (3) or more Years of Service as
of the Anniversary Date of the final Top-Heavy Plan Year,

(b) the vesting schedule shown above shall continue to apply but only with
respect to the Accrued Benefits of all other Participants as of the Anniversary
Date of the final Top-Heavy Plan Year, and

(c) the vesting schedule in Section 6.3 shall apply to any additional
Accrued Benefits of the Participants described in Subsection (b) above which
accrue after the Anniversary Date of the final Top-Heavy Plan Year.

Section 11.5. Minimum Contribution. Notwithstanding the provisions of
Section 4.2, with respect to any Plan Year in which this Plan is a Top-Heavy
Plan, the Company contributions for such Plan Year shall be allocated in the
following order of priority:

(a) first, among the Company Contributions Accounts of all eligible
Participants who had not separated from service with the Company as of the
Anniversary Date of that Plan Year regardless of the number of Hours of Service
completed by each such Participant during that Plan Year according to the ratio
that each Participant's Compensation for that Plan Year bears to the total
Compensation of all eligible Participants; provided, however, that the portion
of the Company contributions to be allocated pursuant to this Subsection (a)
shall not exceed three percent (3%) of the total Compensation of all eligible
Participants for that Plan Year;

(b) next, the remaining portion, if any, of the Company contributions for
such Plan Year shall be allocated in accordance with Section 4.2;

provided, however, that if a Participant also participates in a top-heavy
defined benefit plan, he shall receive the minimum benefit for such Plan Year
under the defined benefit plan.

This amended and restated Plan has been executed on this _____ day of
___________, 20___, but is to be effective as of June 1, 2004.

MUTUAL SAVINGS BANK

By: ____________________________________
Its: President

Attest:

By: ________________________________
Its: Secretary

THIRD CENTURY BANCORP EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST AGREEMENT (EFFECTIVE JUNE 1, 2004) TABLE OF CONTENTS

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