TEMECULA VALLEY BANK EMPLOYEE STOCK OWNERSHIP PLAN TEMECULA VALLEY BANK EMPLOYEE STOCK OWNERSHIP PLAN TABLE OF CONTENTS

ARTICLE X - DISTRIBUTIONS

24

10.1 Benefits From Trust

24

10.2 Form Of Distribution

24

10.3 Undistributed Amounts Upon Death

25

10.4 Deferred Cash Distributions

25

10.5 Deferred Non-Cash Distribution

25

10.6 Distribution To Minor Or Incompetent Person

25

10.7 Right Of First Refusal

25

10.8 Put Option

26

10.9 Timing Of Distributions

26

10.10 Distributions - General Provisions

27

10.12 Other Rights And Options

28

ARTICLE XI - SERVICE

29

11.1 Service

29

11.2 Hours Of Service

29

11.3 Crediting Of Hours Subject To Regulation

30

11.4 Uniformed Services Employment And Reemployment Rights Act Of 1994

30

ARTICLE XII - FIDUCIARY RESPONSIBILITY

30

12.1 Authority

30

12.2 Interest Of Participants And Beneficiaries

31

12.3 Liability

31

12.4 Dual Capacities

31

12.5 Allocation Of Authority

31

12.6 Prohibited Transaction

32

ARTICLE XIII -ADMINISTRATIVE COMMITTEE

32

13.1 Administrative Committee

32

13.2 Action

32

13.3 Records

32

13.4 Power

32

13.5 Funding Policy

33

13.6 Agents

33

13.7 Claims

33

13.8 Indemnity

34

ARTICLE XIV - INVESTMENTS

14.1 Investment Objective

14.2 Investment Directives

14.3 Delegation Of Authority

14.4 Voting Powers

14.5 Loans

14.2 Diversification

ARTICLE XV - TRUSTEE(S)

15.1 Duties

15.2 Ownership

15.3 Powers

15.4 Fees

15.5 Accounting

15.6 Resignation

15.7 Effect Of Final Accounting

15.8 Vacancy And Successors

15.9 Legal Counsel

15.10 Investigation

15.11 Unanimous Vote

15.12 Indemnification

ARTICLE XVI - AMENDMENT, TERMINATION AND MERGER

39

16.1 Irrevocable Trust

39

16.2 Amendment

39

16.5 Distribution Upon Termination

40

16.6 Qualification Notice

41

16.7 Reversion

41

A.

The Company hereby adopts the Temecula Valley Bank Employee Stock Ownership Plan and Trust (Plan) effective January 1, 2006.

1.1

Name.

1.2

Purpose.

1.3

1.4

1.5

2.1

A.

Company Stock Account.

B.

ESOP Account.

C.

4.

Cash distributions paid with respect to Company Stock held in the Participant's Company Stock Account for any Plan Year during which the Company has elected to be treated as an S Corporation for federal income tax purposes under the Code; and

5.

The Participant's share of such other Trust income, gains or losses properly credited to such Account pursuant to the terms of this Plan and Trust document.

D.

2.2

2.3

2.4

2.5

2.6

2.7

2.8

2.9

2.10

2.11

2.12

2.13

A.

The term "Qualifying Employer Securities" means common stock issued by the Company (or by a corporation which is a member of the same controlled group) that is readily tradable on an established securities market.

B.

If there is no common stock which meets the requirements of paragraph A, above, the term "Qualifying Employer Securities" means common stock issued by the Company (or by a corporation which is a member of the same controlled group) having a combination of voting power and dividend rights equal to or in excess of:

1.

That class of common stock of the Company (or of any other such corporation which is a member of the same controlled group) having the greatest voting power; and

2.

That class of common stock of the Company (or of any other such corporation which is a member of the same controlled group) having the greatest dividend rights.

2.14

2.15

2.16

2.17

2.18

2.19

2.20

2.21

2.22

2.23

2.24

2.25

2.26

2.27

2.28

2.29

2.30

2.31

2.32

A.

A highly compensated active Employee for a Plan Year includes any Employee who performs service for the Employer during the Plan Year and who:

1.

Was a Five Percent (5%) Owner (as defined in Code section 416(i)(1)) of the Employer at any time during the Plan Year or the prior Plan Year, or

2.

For the prior Plan Year had compensation from the Employer in excess of one hundred thousand dollars ($100,000) (as adjusted pursuant to Code section 415(d)) and, if the Employer elects for such prior Plan Year, was in the Top-Paid Group of Employees for the prior Plan Year.

B.

A highly compensated former Employee for a Plan Year includes any Employee who Terminated Employment (or was deemed to have Terminated Employment) prior to such Plan Year, performs no services for the Employer during such Plan Year, and was a Highly Compensated Active Employee for either the Plan Year during which the Termination of Employment occurred (or was deemed to have occurred) or any Plan Year ending on or after the Employee's fifty-fifth (55th) birthday.

C.

The determination of who is a Highly Compensated Employee, including the determination of the number and identity of Employees in the Top-Paid Group and the compensation that is considered, will be made in accordance with Code section 414(q) and the regulations promulgated thereunder.

D.

The Employer has elected to include Employees in the "Top-Paid Group" of Employees from the definition of Highly Compensated Employee.

2.33

2.34

2.35

2.36

B.

Such person has performed such services for the Employer or related persons on a substantially full-time basis for a period of at least one (1) year; and

A.

A nonintegrated employer contribution rate of at least ten percent (10%) of compensation, as defined in Code section 415(c)(3);

B.

Immediate participation (except for employees who perform substantially all of their services for the leasing organization and except for an individual whose compensation from the leasing organization in each Plan Year during the four (4) year period ending with the Plan Year is less than one thousand dollars ($1,000); and

C.

Full and immediate vesting; but only if Leased Employees, determined without regard to this subparagraph do not constitute more than twenty percent (20%) of the Employer's "nonhighly compensated workforce" (as defined in Treasury Regulations section 1.414(n)-2(f)(3)(ii)).

2.37

2.38

2.39

2.40

2.41

2.42

Participant.

2.43

2.44

2.45

2.46

2.47

2.48

2.49

2.50

2.51

2.52

2.53

2.54

2.55

2.56

2.57

2.58

2.59

2.60

3.1

3.2

3.3

3.4

3.5

3.6

3.7

3.8

3.9

3.10

A.

Each Participant shall have the right to designate, on forms provided by the Administrative Committee, a Beneficiary or Beneficiaries to receive the Participant's death benefits, and shall have the right, at any time, to revoke such designation or to substitute another such Beneficiary or Beneficiaries without the consent of any Beneficiary; provided, however, that a married Participant and spouse shall both designate any non-spouse Beneficiary or Beneficiaries, unless the spouse cannot be located or unless otherwise permitted by law. Any designation by a married Participant and spouse of a non-spouse Beneficiary must be made by the Participant in writing and be consented to in writing by the Participant's spouse. Such spouse's written consent must designate a beneficiary who may not be changed without spousal consent (unless the spousal consent expressly permits designations by the Participant without any requirement of further spousal consent), acknowledge the effect of such election, and be witnessed by a Plan representative or a notary public. Such consent shall not be required if it is established to the satisfaction of the Administrative Committee that the required consent cannot be obtained because there is no spouse, the spouse cannot be located, or other circumstances that may be prescribed by Treasury regulations. The election made by the Participant and consented to by the Participant's spouse may be revoked by the Participant in writing without the consent of the spouse at any time prior to the Participant's death. Any new election must comply with the requirements of this subparagraph. A former spouse's waiver shall not be binding on a new spouse.

B.

If, upon the death of a Participant or Beneficiary, there is no valid designation of Beneficiary on file, the Administrative Committee shall designate as the Beneficiary, in order of priority:

1.

2.

The surviving children, including adopted children, in equal shares, or their issue by right of representation;

3.

C.

If the Participant has designated the Participant's spouse as his or her Beneficiary under this Agreement, such designation shall be deemed to have been revoked in the event of a judgment, decree, order, or approval of a settlement agreement, issued either (i) by a court of competent jurisdiction or (ii) through an administrative process established under state law and that has the force and effect of law under applicable state law, that dissolves such marriage, unless the Participant designates the Participant's ex-spouse as his or her Beneficiary by making a new designation after the entry of such judgment, decree, order or approval of a settlement agreement.

4.1

A.

The Company shall make a discretionary Contribution to the Trust in such amount as is determined by its Board of Directors, to be credited to Plan Accounts as of the last day of each Plan Year.

B.

Company Contributions to all Accounts in the ESOP shall not exceed an amount which is estimated to constitute an allowable deduction under Code section 404(a), except as provided in this article. Any Company Contribution in excess of the allowable deduction limit under Code section 404(a) may be held in the Plan and carried over to the succeeding tax year and will apply towards the Code section 404(a) deduction limit for the succeeding tax year. The Company Contribution shall be reduced, if necessary, by any amount which could not be allocated to the Account of any Participant of the Company in the preceding year due to the limitations regarding Annual Additions, described in the Allocation Of Contributions And Forfeitures article. Company Contributions shall be paid to the Trustee(s) on or prior to the last day for filing the Company's federal income tax return for such year, including any extensions of time granted for such filing. Contributions shall be made in cash or shares of Company Stock. Contributions of shares of Company Stock shall be valued at their fair market value, as described in the Allocation Of Trust Income Or Loss article, as of the last day of the Plan Year, for which they are contributed.

C.

Except as provided below and as otherwise specifically permitted by law, it shall be impossible by operation of the Plan or of the Trust, by termination of either, by power of revocation or amendment, by the happening of any contingency, by collateral arrangement or by any other means, for any part of the corpus or income of any Trust Fund maintained pursuant to the Plan or any funds contributed thereto to be used for, or diverted to, purposes other than the exclusive benefit of Participants or their Beneficiaries; provided, however:

1.

In the case of a contribution which is made by an Employer by a mistake of fact, the Trustee(s) may return such contribution to the Employer within one (1) year after the payment of the contribution.

2.

All contributions to the Plan are conditioned upon deductibility of the contribution under Code section 404. To the extent that the deduction is disallowed, the Trustee(s) shall return to the Employer such contribution, to the extent disallowed, within one (1) year after the disallowance of the deduction.

3.

Upon termination of the Plan, if there is any balance remaining in the Trust after the satisfaction of all liabilities to the Participants and their Beneficiaries, the Trustee(s) shall return said balance to the Employer.

4.2

5.1

A.

Company Contributions, Forfeitures and amounts in Limitation Accounts for any Plan Year shall be allocated as of the last day of such Plan Year to the Account of each Eligible Participant, as more particularly described below in this article, in the ratio that such Eligible Participant's Compensation for such Plan Year, bears to the aggregate Compensation of all Participants.

B.

The General Account of each Eligible Participant shall be credited as of the last day of each Plan Year with its share of the Company’s cash Contributions for such Plan Year and Forfeitures from General Accounts for such Plan Year. The General Account shall be debited for any payments on purchases of Company Stock or for repayments of debt (including principal and interest) incurred for the purchase of Company Stock for such Plan Year.

C.

The Company Stock Account of each Participant shall be credited with the proportionate share of Company Stock (including fractional shares) purchased and paid for by the Trust or contributed in kind by the Company for such Plan Year (except for shares held as part of a Suspense Account) and with the proportionate share of any Forfeitures of Company Stock for such Plan Year, as of the last day of each Plan Year.

D.

In the event of a purchase of Company Stock with an exempt loan, such Company Stock shall be credited to a Suspense Account and shall be released and allocated to Participants' Company Stock Accounts only to the extent the related debt has been paid by the Trustee(s). The number of shares to be released from the Suspense Account and allocated to Participants' Company Stock Accounts as of any Valuation Date shall be determined by multiplying the total number of shares remaining in the Suspense Account by a fraction, the numerator of which is the total amount of all payments made during such year (including either principal alone or principal and interest, as consistently applied in accordance with applicable regulations, and as appropriate to the terms of any debt obligation incurred under the Plan) and the denominator of which is the sum of the numerator plus the principal and interest (as consistently applied in accordance with applicable regulations and as appropriate to the terms of any debt obligation incurred under the Plan) for all future years of the loan. The Administrative Committee shall maintain adequate records of the aggregate cost basis of Company Stock allocated to such Participant's Company Stock Account. In the event more than one (1) class of Company Stock is purchased with an exempt loan, shares of different classes shall be released from encumbrance in equal percentages.

E.

"Compensation" for any Plan Year means all amounts paid by the Company to an Eligible Employee during the Plan Year with respect to services rendered during such year, to the extent deducted by the Company for such year for federal income tax purposes, but excluding Employer discretionary contributions or benefits to or under this Plan or any pension or profit sharing plan, group insurance or employee welfare plan now or hereafter adopted, but including amounts deferred or contributed by an Employee to any 401(k), CODA or Code section 125 plan maintained by the Employer and elective amounts that are not includible in the gross income of the Participant by reason of Code section 132(f)(4).

F.

Dividends on Company Stock held in a Participant's Account shall be allocated to that Participant's General Account or Company Stock Account in cash or in shares of Company Stock. Cash dividends on unallocated shares of Company Stock used to make payments on an exempt loan shall be allocated in accordance with the provisions of the Allocation To Accounts article and by relative prior Account balances and then applied to make payments on exempt loan. Cash dividends attributable to unallocated shares of Company Stock (not used to make payments on an exempt loan), including Company Stock acquired with an exempt loan and held in a Suspense Account, shall be allocated among all General Accounts in the General Trust Fund. A minimum of Company Stock with a fair market value equal to the amount of cash dividends paid on allocated shares of Company Stock used to make payments on an exempt loan shall be allocated to Participant's Accounts. Any dividends may, in the sole discretion of the Administrative Committee, be distributed to the Participants or used to repay any exempt loan properly obtained to acquire Company Stock.

1.

For any year for which the Company has elected to be treated as an S Corporation for federal income tax purposes under the Code, S Corporation distributions on Company Stock held in a Participant's Account shall be allocated to that Participant's General Account or Company Stock Account in cash or in shares of Company Stock in proportion to the shares in the Participant's Company Stock Account on which such distributions were paid. Cash distributions on unallocated shares of Company Stock used to make payments on an exempt loan shall be allocated in accordance with the Allocation To Accounts article by relative prior Company Stock Account balances and then applied to make payments on the exempt loan. Shares released from the Suspense Account due to the payment of such cash against the exempt loan shall be allocated to the Company Stock Accounts in proportion the prior balances in the Company Stock Accounts. Cash distributions attributable to unallocated shares of Company Stock not used to make payments on an exempt loan, including Company Stock acquired with an exempt loan and held in a Suspense Account, shall be allocated among all General Accounts in the General Trust Fund. Any distributions may, in the sole discretion of the Trustee(s), be retained and invested in the Trust Fund (in Company Stock or other investments), or used to acquire additional shares of Company Stock, from the Company or from any other person, including a party in interest, to the extent in accordance with the terms of this Plan and ERISA, generally, or used to repay any exempt loan properly obtained to acquire Company Stock, in accordance with the Treasury Regulations under Code section 4975.

2.

For purposes of all computations required by this article, the accrual method of accounting shall be used to value the Trust Fund and the assets thereof at their fair market value as of each Valuation Date. Company Stock shall be accounted for as provided in Treasury Regulation section 1.402(a)-1(b)(2)(ii), as amended, or any regulation or statute of similar import. A stock split of the securities held by the Plan, shall not be considered income or appreciation of the Trust Fund. All stock splits shall be recorded on the books of the Trust and shall adjust the number of securities held in any account of the Plan effective on the legal effective date of the stock split as determined by the issuer.

3.

From time to time, the Administrative Committee may modify the accounting procedures for the purposes of achieving equitable and nondiscriminatory allocations among the accounts of Participants in accordance with the general concepts of the Plan, the provisions of this Article V and the requirements of the Code and ERISA.

5.2

5.3

A.

Except to the extent otherwise permitted in the Restoration Procedures article and for catch-up contributions under EGTRRA section 631 and Code section 414(v), if applicable, the Annual Addition to a Participant's Account for any Limitation Year when aggregated with all contributions to all Plans maintained by the Employer shall not exceed the lesser of:

1.

Forty four thousand dollars ($44,000) (as adjusted for increases in the cost-of-living under Code section 415(d)), or

2.

One hundred percent (100%) of the Participant's Compensation, within the meaning of Code section 415(c)(3), for the Limitation Year.

B.

"Annual Addition" means the sum for the Limitation Year to which the allocation pertains (whether or not allocated in such year) of amounts allocated to the Participant's Account under the Allocation To Accounts article, except that with regard to allocations related to the purchase of securities with a loan (in any for any year for which the Company has not elected to be treated as an S Corporation for federal income tax purposes under the Code) if no more than one-third (1/3) of the Company Contribution for such year is allocated pursuant to the Allocation To Accounts article to Highly Compensated Employees, "Annual Addition" shall not include:

2.

Company Contributions used in repayment of interest on such a loan and debited against such Participant's Account.

C.

In the event that, as a result of the allocation of Forfeitures, a reasonable error in estimating a Participant's Compensation or other limited facts and circumstances which the Internal Revenue Service finds to be applicable, an amount which would otherwise be allocated would result in the Annual Addition limitation being exceeded with respect to any Participant, the excess amount shall be eliminated:

1.

First, by reallocating any remaining excess among the Accounts of all other Eligible Participants for the Plan Year pursuant to the Allocation To Accounts article; provided, however, that the Annual Addition has not already been exceeded for all Eligible Participants; and

2.

Second, in the event that such a reallocation would cause the Annual Addition limit to exceed with respect to any other Eligible Participant, the excess amount remaining after the reallocation required by 1, above, shall be held unallocated in a Limitation Account and shall be reallocated to all Eligible Participants pursuant to the Allocation To Accounts article as of the last day of the next succeeding Plan Year. Amounts so held in Limitation Accounts must be allocated to Participants' Accounts before Company Contributions which would be applicable to the Annual Addition are credited to Accounts in succeeding years.

5.4

A.

In the event that a Participant's Account was improperly excluded in any Plan Year from an allocation of Company Contributions and Forfeitures pursuant to the Allocation To Accounts article, such Participant's Account shall be restored to its correct status in the amount as follows:

1.

First, an amount which is computed on the same basis as was the allocation of Company Contributions and Forfeitures which were properly allocated to Eligible Participants under the Allocation To Accounts article in each year for which restoration is necessary; and

2.

Second, an amount of Trust Fund income, gain or loss which is computed on the same basis as was the allocation of Trust Fund income, gain or loss which was properly allocated to Participants' Accounts under the Allocation At Valuation Date article in each year for which restoration is necessary.

B.

The Company may contribute an amount which is necessary to fully restore the Account of each of its improperly excluded Participants. No Company Contributions and Forfeitures shall be allocated pursuant to the Allocation To Accounts article to the Account of any Participant until the Account of each of its improperly excluded Participants has been fully restored.

5.5

5.6

A.

If the Employer contributes to more than one (1) defined contribution plan and as a result of the allocation of Forfeitures, a reasonable error in estimating a Participant's Compensation, a reasonable error in determining the amount of elective deferrals under section 402(g)(3) or other limited facts and circumstances which the Internal Revenue Service finds to be applicable, an amount which would otherwise be allocated would result in the Annual Addition limitation being exceeded with respect to any Participant, the excess amount shall be eliminated as follows:

1.

Any nondeductible Employee voluntary contributions under any other defined contribution plan, to the extent they would reduce the excess amount will be returned to the Participant.

2.

Any unmatched Employee salary deferrals under a cash or deferred arrangement within the meaning of Code section 401(k), to the extent they would reduce the excess amount will be returned to the Participant. To the extent necessary to further reduce the excess amount, all salary deferrals under a cash or deferred arrangement within the meaning of Code section 401(k), whether or not there was a corresponding matching contribution, will be returned to the Participant.

3.

If the sum of the Annual Additions to a Participant's Accounts, in all plans, considered as one (1), would exceed said limitations, and in the event that the return to a Participant of the Participant's contributions under the preceding paragraphs should still fail to alleviate such excess amount, then the amount of such excess shall be reallocated in the profit sharing plan of the Employer then in the defined contribution pension plan (or if more than one (1) defined contribution pension plan, in the order selected by the Company).

B.

The otherwise permissible Annual Additions for any Participant under this Plan may also be further reduced to the extent necessary as determined by the Company, to prevent disqualification of benefits payable to Participants who also may be participating in another tax-qualified pension, profit sharing, savings or stock bonus plan of the Employer. The Employer shall advise affected Participants of any additional limits on their Annual Additions required by the foregoing.

C.

Any excess amounts attributed to this Plan shall be held in the Limitation Account and reallocated in the next Limitation Year to all of the Participants in the Plan. The excess amounts must be used to reduce Employer Contributions for the next Limitation Year (and succeeding Limitation Years, as necessary) for all of the Participants in the Plan, such excess amounts may not be distributed to Participants or former Participants.

6.1

6.2

6.3

1.

An Employee shall be credited with one (1) Year of Service for each Vesting Computation Period in which an Employee performs one thousand (1,000) Hours of Service.

2.

An Employee who is absent from work for maternity or paternity leave shall be credited for purposes of this article with Service as described in the Service article from the date she was first absent from work to the earlier of the anniversary of that date or the date she again performs an Hour of Service for the Company.

3.

If an Employee Terminates Employment prior to his earning any vested percentage, once the Participant has incurred five (5) consecutive Breaks in Service, his Service prior to such Separation From Service shall be disregarded for vesting purposes in the event of a return to Service.

4.

In the case of an Employee who incurs a Break in Service followed by a return to Service, Service prior to the Break in Service shall be excluded for purposes of vesting in the Account established after he has returned to Service until he has completed one (1) Year of Service subsequent to his return to Service.

5.

In the case of an Employee who has five (5) consecutive Breaks in Service followed by a return to Service, all Years of Service after such Break in Service shall be disregarded for purposes of determining the vested percentage of the Participant's Company Account attributable to allocations made for Plan Years prior to such break in Service.

6.4

A.

The last day of the Plan Year next following, or coincident with, the distribution of the entire Vested portion of the Participant's Account; or

B.

The last day of the Plan Year in which the Participant incurs five (5) consecutive one (1) year Breaks In Service.

A.

If a distribution was made to the Participant of less than his entire vested interest, his Account shall be recredited as of his reemployment date to his Account which contains any undistributed vested amount if he repays the full amount of the prior distribution before the date on which he would otherwise have incurred five (5) consecutive Breaks in Service. If the Participant does not fully repay the prior distribution within such period, only that portion of his Account determined as follows (and including both his restored Participant suspense account and any undistributed vested interest) shall be recredited on that date:

B.

If the former Participant has not received a complete distribution of his vested interest (by election, or otherwise), the unvested amount of his Account shall be held in a Participant suspense account until he incurs five (5) consecutive Breaks in Service. Such amounts shall then be forfeited and allocated as of the next Valuation Date in the manner provided in the Allocation To Accounts article.

C.

Participant suspense accounts shall share in the allocation of Trust income or loss on every Valuation Date unless forfeited on or prior to such date.

D.

Forfeitures which are allocable as of a given Valuation Date shall be added to the Company's discretionary Contribution for such year and allocated as of such date to the Accounts of then Eligible Participants as provided in Allocations To Account article.

E.

If a portion of a Participant's Account is forfeited, Qualifying Employer Securities allocated under the Allocation Of Contributions And Forfeitures article must be forfeited only after other assets. If interests in more than one (1) class of Qualifying Employer Securities have been allocated to a Participant's Account, the Participant must be treated as forfeiting the same proportion of each such class. If a distribution of Qualifying Employer Securities is made from a Participant's Account, the Participant will receive a proportional distribution of each such class of Qualifying Employer Securities.

F.

If a former Participant who has suffered a forfeiture in accordance with the preceding paragraph is reemployed as an Employee by the Company and repays to the Plan all money distributed from his Account prior to the date he would otherwise have incurred five (5) consecutive Breaks in Service, any amounts so forfeited (unadjusted for any increase or decrease in the value of Trust assets subsequent to the Valuation Date on which the forfeiture occurred) shall be reinstated to the Participant's Account within a reasonable time after such repayment. Such reinstatement shall be made from Forfeitures of Participants occurring during the Plan Year in which such reinstatement occurs to the extent such Forfeitures are attributable to Contributions by the same Company and earnings on such Contributions; provided, however, if such Forfeitures are not sufficient to provide such reinstatement, the reinstatement shall be made from the current year's Contribution by the Company to the Plan. A former Participant who was deemed cashed out due to having a zero (0) nonforfeitable portion of his Account will be restored in his Account balance if reemployed prior to the date he would have incurred five (5) consecutive Breaks in Service.

6.5

6.6

6.7

6.8

Amendments To Vesting Schedule.

7.1

1.

Any corporation which is a member of a controlled group of corporations (as defined in Code section 414(b)) which includes the Employer;

2.

Any trade or business (whether or not incorporated) which is under common control (as defined in Code section 414(c)) with the Employer;

3.

Any organization (whether or not incorporated) which is a member of an affiliated service group (as defined in Code section 414(m)) which includes the Employer; and

4.

Any other entity required to be aggregated with the Employer pursuant to the Treasury regulations under Code section 414(o).

B.

"Required Aggregation Group" means each qualified plan of the Employer in which at least one (1) Key Employee is a participant, in the Plan Year containing the Determination Date or any of the four (4) preceding Plan Years, and each other plan of the Employer which enables any plan of the Employer in which a Key Employee is a participant to meet the requirements of either Code section 401(a)(4) or Code section 410. A terminated qualified plan shall be aggregated with other plans of the Employer if the terminated plan was maintained within the last five (5) years ending on the Determination Date and would, but for the fact that it terminated, be part of a Required Aggregation Group.

C.

"Permissive Aggregation Group" means the Required Aggregation Group and any plan of the Employer which is not in the Required Aggregation Group but which the Employer elects as included in the Required Aggregation Group; provided, however, that the resulting group, taken as a whole, would continue to meet the requirements of both Code section 401(a)(4) and Code section 410.

D.

"Determination Date" with respect to any Plan Year means the last day of the preceding Plan Year; provided that in the case of the first Plan Year of the Plan, the term shall mean the last day of the first Plan Year. If the Company maintains two (2) or more qualified plans which have different Plan Years and which must be either aggregated or are allowed to be aggregated when determining top-heaviness pursuant to this Plan, the Determination Date to be used for this Plan for aggregation purposes shall be the Determination Dates of all such other plans required or permitted to be aggregated.

E. 

7.2

A.

The Plan shall be a Top-Heavy Plan for any Plan Year if, as of the Determination Date, the aggregate of the accounts of the Key Employees under this Plan and any plan of an Aggregation Group, exceeds sixty percent (60%) of the aggregate of the accounts of all Employees under this Plan and any Plan of an Aggregation Group.

B.

In the case of a Required Aggregation Group, each plan in the group will be considered a Top-Heavy Plan if the Required Aggregation Group is a Top Heavy group; no plan in the group will be considered a Top-Heavy Plan if the Required Aggregation Group is not a Top Heavy group.

C.

In the case of a Permissive Aggregation Group, only a plan that is part of the Required Aggregation Group will be considered a Top-Heavy Plan if the Permissive Aggregation Group is a Top Heavy group; no plan in the Permissive Aggregation Group will be considered Top-Heavy if the Permissive Aggregation Group is not a Top Heavy group.

7.3

7.4

A.

Three percent (3%) of the total compensation paid or accrued to such Employee as stated on such Employee's W-2 for the Plan Year; or

B.

The highest percentage of total compensation (as defined in the Allocation Of Contributions And Forfeitures article, as limited by Code section 401(a)(17), or such other amount as may be established by the Treasury Regulations under Code section 415(d)) allocated during the Plan Year on behalf of any Key Employee in the aggregate:

2.

To his Company account under all other defined contribution plans to the extent required by applicable law and regulations; maintained by the Company in which a Key Employee is a participant.

C.

The minimum benefit requirement of an Employer contribution consisting of three percent (3%) of compensation shall be met by Contributions to this Plan.

7.5

A.

For any Plan Year in which the Plan is a Top-Heavy Plan, a Participant's entire Account attributable to Company Contributions shall be vested in accordance with the following vesting schedule if such schedule results in greater vested percentage at any relevant time:

1.

For any Participant with three (3) Years of Service as of the last day of the first Plan Year in which the Plan is no longer a Top-Heavy Plan, the vesting schedule in the Top-Heavy Vesting article shall apply to such Participant's entire Company Account for such Plan Year and for each subsequent Plan Year if such schedule results in a greater vested percentage at any relevant time than the percentage otherwise applicable under the Regular Vesting article; and

2.

For all Participants, the vesting schedule in the Regular Vesting article shall apply to the portion of such Participant's Company Account which is attributable to amounts allocated as of such nonTop-heavy Plan Year and for each subsequent Plan Year until the Plan again becomes a Top-Heavy Plan; provided, however, that in no event shall such a Participant's vested percentage for the portion of the Company Account attributable to amounts contributed during or prior to a top-heavy Plan Year be less than the applicable percentage for the last Plan Year that the Plan was a Top-Heavy Plan.

C.

The Administrative Committee shall maintain records sufficient to account for those portions of a Participant's Account which are attributable to allocations made for Plan Years during which the Plan is a Top-Heavy Plan and during which the Participant is a Key Employee or during which the Participant is a Five Percent (5%) Owner of the Company and for the vested percentages applicable to any portion of Participant's Account.

8.1

8.2

8.3

8.4

9.1

9.2

9.3

10.1

10.2

A.

For any years during which the Company does not elect to be treated as an S Corporation for federal income tax purposes under the Code, distributions of a Participant's Company Stock Account shall be made entirely in whole shares of Company Stock, with the value of any fractional share being paid in cash. If the Participant elects to receive a distribution of the Participant's General Account in Company Stock, it shall be used to acquire whole shares of Company Stock for the Participants' Company Stock Account, to the extent such shares are available within the Trust, with the value of any fractional share being paid in cash. However, if the charter of the Company restricts the ownership of all outstanding Company Stock to Employees or to a trust under Code section 401(a), the Administrative Committee may determine that distributions to a Participant in a Plan Year shall be made entirely in cash, or in stock with immediate repurchase by the Employer or the ESOP pursuant to the Put Option article. This article is subject to the Diversification article of the Plan.

B.

For any year for which the Company has elected to be treated as an S Corporation for federal income tax purposes under the Code, distribution of a Participant’s Account, including his Company Stock Account, shall be made entirely in cash. Any balance in the Participant's Account held in shares of Company Stock for distribution shall first be liquidated, at fair market value within the Trust, with the value of the account distributed in cash, by redemption by the Company from the Trust, or by distribution in kind with immediate and simultaneous repurchase by the Company from the Distributee or his or her Individual Retirement Account.

C.

Distributions shall be made by the Trustee(s) according to the directions of the Administrative Committee. The Administrative Committee shall have the authority to direct the distributions according to the terms and conditions of the Plan. A Participant or Beneficiary shall have the right to file a claim for benefits under the Claims article. Distributions shall be made in cash, kind or in a combination of both as provided elsewhere in this Form Of Distribution article.

D.

The Company retains the power and discretion, pursuant to Code section 411(d)(6)(C), to amend the distribution forms and options in a nondiscriminatory fashion.

10.3

10.4

10.5

10.6

10.7

10.8

A.

For any years during which the Company has not elected to be treated as an S Corporation for federal income tax purposes under the Code, a Participant, or Beneficiary who receives Company Stock shall be granted (at the time that such shares of Company Stock so acquired are distributed to him) an option to sell, or "put" the shares, or any part of them, to the Company, unless prohibited by state or federal law. However, the Trust shall have the option, but in no event the responsibility, to assume the rights and obligations of the Company at the time the Put Option is exercised. In the event that state or federal law precludes the Company from honoring the put, then the Board, collectively, or the Board, individually, shall have the option to honor the put unless the Trust exercises its option to do so. The Put Option shall provide that, for a period of sixty (60) days after such shares of Company Stock are distributed to a Participant or Beneficiary, and, if the Put Option is not exercised within the sixty (60) day period, for an additional period of sixty (60) days in the next following Plan Year (beginning no earlier than six (6) months from the first date of the original Put Option period), the security holder shall have the right to have the Company and/or the Trust (as the put may specify) purchase the shares at their fair market value. For purposes of this article, fair market value shall be based on the fair market value of Company Stock as determined as of the Valuation Date coinciding with or immediately preceding the date of exercise or, in the case of a transaction between the Plan and a disqualified person as defined in Code section 4975(e)(2), as of the date of the transaction. The terms of the payment for the purchase of such shares of Company Stock shall be set forth in the put, and may be either in a lump sum payment or in up to five (5) substantially equal annual installments if the shares were distributed in a lump sum (with adequate security and interest at a rate reasonable on the unpaid principal balance), as determined by the Company, or the Trustee(s) if the Company assigns the Put Option to the Trust. Payments under this Put Option article whether in a lump sum or in substantially equal annual payments shall begin not later than thirty (30) days after the exercise of the Put Option. The Put Option provided for in this article shall not be required with respect to shares of Company Stock which are readily tradable on an established market, nor shall such a Put Option be required if the Company is a bank (as defined in Code section 581) which is prohibited by law from redeeming or purchasing its own securities.

10.9

A.

If a Participant's vested Account at the Participant's Termination of Employment does not exceed five thousand dollars ($5,000), the entire amount of such vested Account shall be distributed in a lump sum as soon as administratively feasible after the end of the Plan Year in which the Participant's Termination of Employment occurs, regardless of whether the Participant has given consent, provided that any such mandatory distribution, as defined in Internal Revenue Code section 401(a)(31)(B) in excess of one thousand dollars ($1,000) shall be subject to the rollover requirements set forth in this subsection 10.9.A. In the event of a mandatory distribution in excess of one thousand dollars ($1,000) that is an Eligible Rollover Distribution, if the Distributee does not elect to have such distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover pursuant to Plan section 10.11, or to receive the distribution directly, then the Committee shall pay the distribution in a Direct Rollover to an individual retirement account described in Code section 408(a) or an individual retirement annuity described in Code section 408(b) designated by the Committee. Neither the Company, the Committee nor the Trustee(s) shall be liable for penalties accruing to a Participant under applicable law or regulation as a result of a distribution to such Participant before the Participant attains age fifty-nine and one-half (59.).

B.

After attaining Normal Retirement Age, a Participant may elect to receive or defer the commencement of a distribution by providing the Committee with a written, signed notice specifying the date on which the distribution is to commence. In no event shall such distribution begin later than the sixtieth (60th) day after the last day of the Plan Year in which the Participant's Normal Retirement Age occurs, provided, however, that:

1.

No distribution method chosen by the Participant shall provide any payment in an amount less than that required under this article; and

a.

April 1 of the calendar following the calendar year in which the Participant attains age seventy and one-half (70-1/2); or

b.

In the case of a Participant other than a Participant who is a Five Percent (5%) Owner with respect to the Plan Year ending in the calendar year in which the Participant attains age seventy and one-half (70-1/2), April 1 of the calendar year following the calendar year in which the Participant retires.

C.

Distributions due to separation from Service due to death or Disability, for Account balances that exceed five thousand dollars ($5,000), will commence not later than one (1) year after the end of the Plan Year in which the Participant Terminates Employment.

D.

Distributions due to Termination of Employment prior to the Participant’s Normal Retirement Age, and other than due to Disability or death, for Account balances that exceed five thousand dollars ($5,000), will commence as soon as administratively feasible following the end of the Plan Year in which the Participant completes a one year Break in Service. Distributions scheduled to be paid under this article shall not commence if the Participant is reemployed by the Employer before distribution is otherwise required to be paid pursuant to this article.

E.

If any part of a Participant's Account balance is to be distributed to the Participant before the Participant's Normal Retirement Age, and such Participant's Account exceeds five thousand dollars ($5,000) (or such other amount as may be established by applicable law and regulation(s)), written consent of the Participant and if the Participant is married, consent of the spouse must be obtained by the Committee for all distributions.

F.

For distributions other than attaining the Normal Retirement Age, Disability or death, for any Plan Years during which the Company has not elected to be treated as an S Corporation for federal income tax purposes under the Code, the distributable Account balance of a Participant shall not include any Company Stock acquired with the proceeds of an exempt loan until after the end of the Plan Year in which such loan is repaid in full.

1.

If distribution of the Participant's vested Account has commenced under the provisions of this article to the Participant, and the Participant dies before receiving his entire vested Account; then the balance of the Participant’s undistributed Account shall continue to be distributed at least as rapidly as the method used at the Participant's date of death; and

2.

If a Participant dies before distribution of his vested Account has commenced under the provisions of this article, then the undistributed vested Account shall begin to be distributed no later than one (1) year after the last day of the Plan Year in which the date of death occurs, and shall be completely distributed within five (5) years after the Participant’s death; and, provided further, that:

a.

If the Beneficiary is the deceased Participant's surviving spouse, such distributions shall commence no later than the date on which the Participant would have attained age seventy and one-half (70-1/2); and

b.

If such surviving spouse dies before distributions to such surviving spouse begin, the provisions of this article shall be applied as if the Participant’s spouse were the Participant.

3.

Any amount distributed to a child of a deceased Participant shall be treated as though paid to such Participant's surviving spouse if such amount will become payable to the surviving spouse when the child reaches majority (or such other event as may be designated under applicable regulations).

10.10

A.

If the form of distribution to a Participant includes periodic payments, such payments shall meet the following requirements:

1.

The present value of the periodic payments to be made to a Participant within the Participant's life expectancy shall be greater than fifty percent (50%) of the present value of the total of such payments to be made to the Participant and his Beneficiaries, determined as of the date such payments are to commence.

2.

The amount of the periodic payments shall be calculated to extend not beyond the life expectancy of the Participant or life expectancies of the Participant and his Beneficiary. For purposes of this computation, life expectancies may be redetermined, but not more frequently than annually, to the extent permitted by applicable law and regulation.

B.

If the amount of a distribution under this article cannot be determined by the date required for payment under this Distributions article, payment of benefits, retroactive to such date, shall begin no later than sixty (60) days after the earliest date on which the amount of the distribution can be determined.

C.

The vested portion of any Participant's Account which remains undistributed at his death shall be distributed to the Participant's Beneficiary in accordance with the directions of the Administrative Committee as provided in this article.

D.

With respect to distributions under the Plan made for calendar years beginning on or after January 1, 2003, the Plan will apply the minimum distribution requirements of Code section 401(a)(9) in accordance with the final Treasury Regulations under Code section 401(a)(9) that were published on April 16, 2002.

E.

By accepting payment of proceeds under this Plan, the Participant or the Participant's Beneficiary receiving the payment agrees that, in the event of overpayment, the Participant or the Participant's Beneficiary will promptly repay the amount of overpayment without interest; provided, that, if the Participant or the Participant's Beneficiary has not repaid the overpayment within thirty (30) days after notice, the Participant or the Participant's Beneficiary will also pay an amount equal to simple interest at the rate of ten percent (10%) per annum (or the highest rate allowable, if less) on the unpaid amount from the date of overpayment to the date of repayment, and in addition will pay all legal fees, court costs and the reasonable time value of the Trustee(s), Administrator or Employer, or any of their employees or agents, related to the collection of such overpayment.

10.11

1.

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: (i) any distribution that is one (1) 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; (ii) any distribution to the extent such distribution is required under Code section 401(a)(9); (iii) the portion of any distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities); and (iv) hardship withdrawals as defined in Code section 401(k)(2)(B)(i)(IV), which are attributable to the Participant's elective contributions under Treasury Regulation section 1.401(k)- 1(d)(2)(ii).

2.

An "Eligible Retirement Plan" is an individual retirement account described in Code section 408(a), an individual retirement annuity described in Code section 408(b), an annuity plan described in Code sections 403(a) and 403(b), a qualified trust described in Code section 401(a) or an eligible plan under Code section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan, that accepts the Distributee's Eligible Rollover Distribution. However, in the case of an Eligible Rollover Distribution to the surviving spouse, an Eligible Retirement Plan is an individual retirement account or individual retirement annuity. The definition of Eligible Retirement Plan shall also apply in the case of a distribution to a surviving spouse, or to a spouse or former spouse who is the alternate payee under a qualified domestic relation order, as defined in Code section 414(p).

3.

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 the Alternate Payee under a qualified domestic relations order, as defined in Code section 414(p), are Distributees with regard to the interest of the spouse or former spouse.

4.

A "Direct Rollover" is a payment by the Plan to the Eligible Retirement Plan specified by the Distributee.

10.12

A.

The Company or Trustee(s) may offer to purchase any shares of Company Stock from a Participant (or Beneficiary) at the time of the distribution or at any time in the future.

B.

If the Beneficiary is to be paid a lump sum distribution qualified under Code section 402(e), the Plan Administrator shall cause the Trustee(s) to collect the proceeds of any contracts and pay them to the Beneficiary, together with a total distribution of all of the Participant's vested Account in a single tax year of the Beneficiary.

C.

Effective for Plan Years beginning after December 31, 1984, unless the Participant or the Participant's Beneficiary has made a valid election under TEFRA section 242(b):

1.

If distribution has been commenced to the Participant and the Participant dies before the Participant's entire interest has been distributed, then the remaining portion of the Participant's interest shall be distributed at least as rapidly as under the method of distributions being utilized as of the date of the Participant's death.

a.

The entire interest of the Participant shall be distributed by the end of the fifth (5th) calendar year following the calendar year of the Participant's death; or

b.

If any portion of the Participant's interest is payable to (or for the benefit of) a designated Beneficiary, such portion shall be distributed over the life of such designated Beneficiary (or over a period not extending beyond the life expectancy of such designated Beneficiary) and such distribution shall begin by the end of the calendar year following the calendar year of the Participant's death; provided however, that if the designated Beneficiary is the Participant's surviving spouse, then the date on which the distributions are required to begin shall not be earlier than the date on which the Participant would have attained age seventy and one-half (70-1/2) and, if the surviving spouse dies before the distributions to such spouse begin, this provision shall be applied as if the surviving spouse were the Participant.

11.1

Service.

11.2

A.

Each hour for which an Employee is paid, or entitled to payment, for the performance of duties for the Company.

B.

Each hour for which an Employee is paid, or entitled to payment, by the Company on account of a period of time during which no duties are performed (regardless of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including Disability), layoff, jury duty, military duty or leave of absence; provided that no Hours of Service shall be credited to an Employee:

1.

For a period during which no duties are performed if payment is made or due under a plan maintained solely for purposes of complying with applicable worker's compensation, unemployment compensation, or disability insurance laws;

2.

On account of any payment made or due to an Employee solely as reimbursement for medical or medically related expenses incurred by the Employee.

C.

Each hour not otherwise credited under the Plan for which back pay, irrespective of mitigation of damages, has either been awarded or agreed to by the Employer. Such hours are to be credited to the period or periods to which the award or agreement pertains. If this provision results in an Employee becoming an Eligible Participant for a Plan Year in which he was not otherwise an Eligible Participant, the Administrative Committee shall establish equitable procedures for determining and allocating any resulting amounts to such Employee's Account.

D.

Solely for purposes of determining whether a Break in Service has occurred, each hour not otherwise credited under the Plan that would have been credited if the Employee had not been absent:

2.

By reason of the placement of a child with the Employee in connection with his adoption of such child; or

3.

For purposes of caring for any such child for a period beginning immediately following such birth or placement.

E.

Each hour for any period during which an Employee is not paid but is on an approved leave of absence, military duty or is temporarily laid off, provided that the Employee:

1.

Returns to the employment of the Employer immediately after the expiration of the leave or layoff, or in the case of military duty, within one hundred twenty (120) days or such longer period as may be prescribed by USERRA or other applicable law, after first becoming eligible for military discharge; and

3.

Fails to return or remain employed as provided above by reason of his death, Disability or retirement. Hours of credit for such periods shall be based on a forty (40) hour work week or, if different, on the Employee's normally scheduled hours per week. However, if the Employee fails to return to the employment of the Company or to remain in the employment of the Company for at least thirty (30) days after his return for reasons other than his death, Disability or retirement, then his original leave date shall be deemed to be his termination date.

F.

No more than five hundred one (501) Hours of Service shall be credited under this article to an Employee on account of any single continuous period of time during which the Employee performs no duties for the Company.

11.3

11.4

12.1

12.2

B.

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; and

12.3

12.4

12.5

A.

The Board of Directors shall have the authority to amend and terminate the Plan, to appoint and remove members of the Administrative Committee, and to appoint and remove the Trustee(s).

4.

Determine the method, timing and media of distributions, and direct the Trustee(s) with respect to distributions;

7.

Direct distribution of the interests of incompetent persons and minors; and

8.

Construe the terms of the Plan and Trust Document and determine all questions of interpretation and application of their terms to determine Participant benefits thereunder.

2.

To value segregated Accounts;

3. 

To employ advisors, agents and counsel;

12.6

Prohibited Transaction.

13.1

13.2

13.3

13.4

13.5

13.6

13.7

A.

c.

A description of any additional information necessary for the claim to be granted and an explanation of why such information is necessary; and

d.

A description of the claim review procedures, the time limits under the procedures and a statement regarding your right to bring a civil action under ERISA section 502(a) following a benefit appeal.

a.

A Participant, Beneficiary or representative will have sixty (60) days following receipt of the notice of benefit denial in which to file an appeal of the decision with the Administrative Committee;

b.

A Participant, Beneficiary or representative may submit written comments, documents, records and other information related to the benefit claim on appeal;

c.

A Participant, Beneficiary or representative will be provided, upon request and free of charge, access to and copies of all documents, records and other information relevant to the benefit claim (a document is considered relevant to the claim if it: (i) was relied upon in making the benefit decision; (ii) was submitted, considered or generated in the course of making the benefit decision, without regard as to whether it was relied upon in making the decision; or (iii) demonstrates compliance in making the benefit decision with the requirement that benefit decisions must follow the terms of the plan and be consistent when applied to similarly situated claimants); and

d.

The review on appeal will consider all comments, documents, records and other information submitted by the Participant, without regard to whether such information was submitted or considered in the initial benefit denial.

c.

A statement that the Participant, Beneficiary or representative is entitled to receive, upon request and free of charge, access to and copies of all documents, records and other information relevant to the benefit claim (a document is considered relevant to the claim if it: (i) was relied upon in making the benefit decision; (ii) was submitted, considered or generated in the course of making the benefit decision, without regard as to whether it was relied upon in making the decision; or (iii) demonstrates compliance in making the benefit decision with the requirement that benefit decisions must follow the terms of the plan and be consistent when applied to similarly situated claimants); and

d.

A statement regarding the Participant's or Beneficiary's right to bring a civil action under ERISA section 502(a) following a benefit denial on appeal.

13.8

14.1

14.2

14.3

C.

Continuing the designation, in which case the Administrative Committee would be liable in accordance with the Liability article.

14.4

A.

At any time that the Company Stock is not publicly traded and more than ten percent (10%) of the Plan's assets are invested in Company Stock, Participants' voting rights as to shares of Company Stock allocated to Company Stock Accounts shall be determined as follows:

1.

If the Company Stock is of a Registration-Type Class of Securities, each Participant or Beneficiary in the Plan shall be entitled to direct the Administrative Committee as to the manner in which voting rights attributable to shares of Company Stock allocated to such Participant's Company Stock Account are to be exercised. The Trustee(s) shall, promptly after receipt of such directions, vote shares of Company Stock in accordance with such directions.

2.

If the Company is not of a Registration-Type Class of Securities, each Participant or Beneficiary in the Plan shall be entitled to direct the Trustee(s) as to the manner in which voting rights attributable to shares of Company Stock allocated to such Participant's Company Stock Account are to be exercised solely with respect to corporate matters which under Code section 409(e)(3) must be decided by voting of outstanding shares.

3.

The Trustee(s) shall determine the manner in which voting rights are to be exercised with respect to any unallocated shares of Company Stock and any allocated shares for which directions are neither received from Participants nor required from Participants due to the matters being voted.

4.

If the Company or Plan uses a Securities Acquisition Loan, as defined in Code section 133(b), to purchase Company Stock, each Participant or Beneficiary in the Plan shall be entitled to direct the Trustee(s) as to the manner in which voting rights attributable to shares of Company Stock allocated to such Participants' Company Stock Accounts acquired with such loan is to be exercised. The Trustee(s) shall, promptly after receipt of such directions, vote shares of Company Stock in accordance with such directions.

B.

For purposes of this article, the term "Registration-Type Class of Securities" means a class of securities required to be registered under section 12 of the Securities Exchange Act of 1934 or a class of securities which would be required to be so registered except for the exemption from registration provided in subsection (g)(2)(H) of such section 12.

14.5

A.

The Trustee(s) may incur a loan on behalf of the Trust in a manner and under conditions that will cause the loan to be an "Exempt Loan" within the meaning of Code section 4975(d)(2) and regulations thereunder. Any such loan shall be used primarily for the benefit of Plan Participants and their Beneficiaries. The proceeds of each such loan shall be used within a reasonable time after the loan is obtained, only to purchase Company Stock, to repay the loan or to repay any prior loan used to purchase Company Stock. Except as otherwise provided in the Plan with respect to Right of First Refusal or the Put Option, no security acquired with the proceeds of an exempt loan may be subject to a put, call, or other option, or buy-sell or similar arrangement while held by and when distributed from the Plan, whether or not the Plan is then an ESOP. Any such loan shall provide for a reasonable rate of interest, an ascertainable period of maturity and shall be without recourse against the Plan. Any such loan shall be secured solely by shares of Company Stock acquired with the proceeds of the loan and shares of such Company Stock that were used as collateral on a prior loan which was repaid with the proceeds of the current loan. Such Company Stock pledged as collateral shall be placed in a Suspense Account and released pursuant to the Allocations Of Contributions And Forfeitures article as the loan is repaid. Company Stock released from the Suspense Account shall be allocated in the manner described in the Allocations Of Contributions And Forfeitures article. No person entitled to payment under a loan made pursuant to this article shall have recourse against any Trust Fund assets other than the Company Stock used as collateral for the loan, Company Contributions of cash that are available to meet obligations under the loan and earnings attributable to such collateral and the investment of such Contributions. Participating Employer Contributions made with respect to any Plan Year during which the loan remains unpaid, and earnings on such Contributions, shall be deemed available to meet obligations under the loan, unless otherwise provided by the Company at the time such Contributions are made.

B.

Any pledge of Company Stock as collateral under this article shall provide for the release of shares so pledged upon the payment of any portion of the loan. Shares so pledged shall be released under the appropriate formula for the particular terms of the loan as provided in the Allocations Of Contributions And Forfeitures article and Treasury Regulation 54.4975- 7(b)(8).

C.

Payments of principal and interest on any loan under this article shall be made by the Trustee(s) solely from:

D.

Subject to the limitations on Annual Additions to a Participant's Account, assets released from a Suspense Account by reason of payment made on a loan during a Plan Year shall be allocated to the accounts of all Participants entitled to an allocation of Contributions on the last day of the Plan Year.

14.6

15.1

15.2

15.3

15.4

15.5

15.6

15.7

15.8

15.9

15.10

15.11

15.12

16.1

16.2

A.

Cause or permit any part of the principal or income of the Trust to revert to the Company, except as provided in the Company Contributions article or the Qualification Notice article, or be used for, or be diverted to, any purpose other than the exclusive benefit of Participants or their Beneficiaries;

B.

Change the duties or liabilities of the Trustee(s) without the Trustee(s)’ written assent to such amendment; or

C.

Adversely affect the then vested benefits of any Participants.

 

The Employer may make any amendment it determines necessary or desirable, with or without retroactive effect to comply with ERISA and the Code.

B.

The complete discontinuance of Company Contributions hereunder, the full value of the Accounts of all affected Participants shall become fully vested and nonforfeitable.

A.

Upon the date specified in a written notice of the termination of the Plan, executed by the Company and delivered to the Trustee(s); or

2.

The death of the last person entitled to receive any benefits hereunder who is living at the date of execution of the Plan and Trust document; provided, however, that if, upon the death of such last survivor, the Trust may continue for a longer period without violation of any law of the jurisdiction to which the Trust is subject. The Trust shall not be terminated upon the death of such last survivor but shall continue until the complete accomplishment of all the purposes for which the Plan and Trust are created, unless sooner terminated under the other provisions hereof.

16.5

16.6

16.7

16.8

17.1

1.

Relates to the provision of child support, alimony payments or marital property rights to a spouse, child or other dependent of a Participant;

3.

Creates, or recognizes the existence of, an Alternate Payee's rights to - or assigns to an Alternate Payee the right to - receive all or a portion of the benefits payable with respect to a Participant under the Plan;

a.

The name and last known mailing address (if any) of the Participant and each Alternate Payee covered by the order (unless such address is otherwise available to the Administrative Committee);

b.

The amount or percentage of the Participant's benefits to be paid by the Plan to each such Alternate Payee (or the manner in which such amount or percentage is to be determined);

5.

Does not require the Plan to provide any type, form, timing or option of benefit not otherwise provided by the Plan to a Participant;

7.

Does not require benefits to be paid to an Alternate Payee which are required to be paid to a different Alternate Payee under another QDRO.

B.

The provisions of A.5. above shall not prevent a QDRO from requiring benefit payments to an Alternate Payee before the Participant's Separation From Service if such payments are made:

1.

On or after the date which is ten (10) years before the date on which the Participant attains (or would have attained) Normal Retirement Age; or

3.

In any other form permissible for Plan Participants (except a joint and survivor annuity for the Alternate Payee and subsequent spouse).

C.

The Administrative Committee shall establish reasonable procedures to determine whether a domestic relations order is a QDRO and to administer distributions under that QDRO. If any domestic relations order is received by the Plan, the Administrative Committee shall:

1.

Promptly notify the Participant and any Alternate Payee that the order has been received and of the Plan's procedures for determining whether the order is a QDRO; and

2.

Determine within a reasonable period after receipt of the order whether it is a QDRO and notify the Participant and each Alternate Payee of the Administrative Committee's determination.

D.

During any period in which the issue of whether a domestic relations order is a QDRO is being determined by the Administrative Committee, a court of competent jurisdiction or otherwise, the Administrative Committee shall segregate the amounts which would have been payable to the Alternate Payee during such period if the order had been determined to be a QDRO. If the order, or a modification of the order, is determined within eighteen (18) months to be a QDRO, the Administrative Committee shall segregate the amounts (as adjusted by attributable investment income or loss), in accordance with the Plan's provisions, for the entitled individual(s). If, within eighteen (18) months, the order is determined not to be a QDRO or its status as a QDRO is not resolved, the Administrative Committee may pay the segregated amounts (as adjusted by attributable investment income or loss) to the individual(s) entitled to receive such amounts absent such order. Any determination that an order is a QDRO made after the close of the eighteen (18) month period shall be applied prospectively only.

18.1

18.2

18.3

18.4