Common use of Contributions to Trust Clause in Contracts

Contributions to Trust. The Grantor has obligated itself under the terms of the Plan, which is hereby incorporated by reference, to make certain contributions to the Trust upon the occurrence of a Preliminary CIC. Upon such a Preliminary CIC, the Grantor shall account for each Beneficiary's benefit funded by contributions to the Trust in a manner determined by the Trust Administrative Committee. The Grantor has also obligated itself, if necessary, to make certain contributions to the Trust in a manner determined by the Trust Administrative Committee to provide for the protections set forth in Section 7(c) hereof. A return of such contributions and earnings thereon may only occur under the following circumstances: (a) if, on the second anniversary of a Preliminary CIC or any time thereafter, the Committee determines that a Change in Control has not been Consummated, the Trustee upon its agreement with this determination shall, upon the request of the Grantor return to such Grantor property contributed to the Trust on account of the occurrence of a Preliminary CIC; (b) if, at any time, following a Preliminary CIC, the Committee provides evidence satisfactory to the Trustee that the Preliminary CIC will not become a Change in Control; or (c) if the Trustee determines in its sole and absolute discretion that a Company Change in Control has occurred, and, on the second anniversary of the date of Consummation of such Change in Control 75% of the members of the Incumbent Board on such anniversary date shall continue to serve as determined by the Committee, the Trustee upon its agreement with this determination shall return to the Grantor upon such Grantor's request, any such property received and earnings thereon as a result of such Change in Control; or (d) prior to Change of Control, with respect to amounts contributed to fund benefits paid in accordance with Section 7(c) hereof, if the Trust assets equal or exceed 150% of the targeted funding level as established by the Trust Administrative Committee prior to a Change in Control, assets shall be returned by the Trustee to the Grantor designated by the Trust Administrative Committee to reduce total assets to 100% of the targeted funding level.

Contributions to Trust. The Grantor has Grantors have obligated itself themselves under the terms of the PlanPlans, which is are hereby incorporated by reference, to make certain contributions to the Trust upon the occurrence of a Preliminary CIC. Upon such a Preliminary CIC, the Grantor Grantors affected thereby shall account for each Beneficiary's benefit funded by contributions to the Trust in a manner determined by the Trust Administrative Committee. The Grantor has Grantors have also obligated itself, if necessary, themselves to make certain contributions to the Trust in a manner determined by the Trust Administrative Committee to provide for the protections set forth in Section 7(c7(b) hereof. A return of such contributions and earnings thereon may only occur under the following circumstances: (a) if, on the second anniversary of a Preliminary CIC or any time thereafter, the Southern Committee determines that a Change in Control has not been Consummated, the Trustee upon its agreement with this determination shall, upon the request of the Grantor or Grantors incurring a Preliminary CIC, return to such Grantor or Grantors property contributed to the Trust on account of the occurrence of a Preliminary CIC; (b) if, at any time, following a Preliminary CIC, the Southern Committee provides evidence satisfactory to the Trustee that the Preliminary CIC will not become a Change in Control; or (c) if the Trustee determines in its sole and absolute discretion that a Company Southern Change in Control has occurred, and, on the second anniversary of the date of Consummation of such Change in Control 75% of the members of the Incumbent Board on such anniversary date shall continue to serve as determined by the Southern Committee, the Trustee upon its agreement with this determination shall return to the Grantor or Grantors incurring a Change in Control, upon such Grantor's request, any such property received and earnings thereon as a result of such Change in Control; or (d) prior to Change of Control, with respect to amounts contributed to fund benefits paid in accordance with Section 7(c7(b) hereof, if the Trust assets equal or exceed 150200% of the targeted funding level as established by the Trust Administrative Committee prior to a Change in Control, assets shall be returned by the Trustee to the Grantor or Grantors designated by the Trust Administrative Committee to reduce total assets to 100150% of the targeted funding level. 6.

Contributions to Trust. (a) The Grantor has obligated itself Board shall determine the amount (or the method of computing the amount) and timing of any contributions by the Bank and any Subsidiaries to the Trust established under this Plan. Such amounts may be paid in cash or in shares of Common Stock and shall be paid to the Trust at the designated time of contribution. No contributions by Participants shall be permitted. (b) Subject to Section 9 hereof, the Trustees shall invest all of the Trust's assets primarily in Common Stock. The Trust shall acquire, in the aggregate, 89,930 shares of Common Stock, which is equal to four percent (4%) of the shares of Common Stock issued in connection with the conversion of the Bank from a federally-chartered mutual savings bank to a federally-chartered stock savings bank on December 28, 1998 (the "Conversion"). Such shares of Common Stock may be purchased by the Trust in the open market, or, subject to approval of the board of directors of the Corporation, may be acquired through the issuance by the Corporation to the Trust of authorized but unissued shares of Common Stock on such terms as may be approved by the Committee and the board of directors of the Corporation. Such shares (the "Plan Shares") shall be held by the Trust until they have been awarded and distributed pursuant to the terms of this Plan. In the Plan, which is hereby incorporated by reference, to make certain contributions to event that the Trust upon the occurrence receives cash pursuant to receipt of a Preliminary CIC. Upon such a Preliminary CIC, the Grantor shall account for each Beneficiary's benefit funded by contributions to the Trust in a manner determined dividends on Common Stock held by the Trust Administrative Committee. The Grantor which has also obligated itselfnot been awarded to participants, if necessaryincluding the receipt of a special cash dividend or return of capital with respect to such shares, to make certain contributions to the Trust in a manner determined Trustees may distribute such cash received by the Trust Administrative Committee to provide for along with the protections set forth in Section 7(c) hereof. A return Common Stock upon which it was earned upon the award of such contributions and earnings thereon may only occur under the following circumstances: (a) if, on the second anniversary of a Preliminary CIC or any time thereafter, the Committee determines that a Change in Control has not been Consummated, the Trustee upon its agreement with this determination shall, upon the request of the Grantor return to such Grantor property contributed to the Trust on account of the occurrence of a Preliminary CIC; (b) if, at any time, following a Preliminary CIC, the Committee provides evidence satisfactory to the Trustee that the Preliminary CIC will not become a Change in Control; or previously unallocated shares. (c) if the Trustee determines in its sole and absolute discretion that a Company Change in Control has occurred, and, on the second anniversary The principal of the date of Consummation of such Change in Control 75% Trust, and any earnings thereon, shall be held separate and apart from other funds of the members Bank and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Incumbent Board on such anniversary date shall continue to serve as determined by Trust. Any rights created under the Committee, the Trustee upon its agreement with this determination shall return to the Grantor upon such Grantor's request, any such property received Plan and earnings thereon as a result of such Change in Control; or (d) prior to Change of Control, with respect to amounts contributed to fund benefits paid in accordance with Section 7(c) hereof, if the Trust shall be mere unsecured contractual rights of Participants and their beneficiaries against the Bank. Any assets equal or exceed 150% of the targeted funding level as established held by the Trust Administrative Committee prior to a Change in Control, assets shall will be returned by the Trustee subject to the Grantor designated by the Trust Administrative Committee to reduce total assets to 100% claims of the targeted funding levelBank's general creditors under federal and state law in the event of insolvency or bankruptcy, as defined in Section 9(e) herein.

Contributions to Trust. The Grantor has Grantors have obligated itself themselves under the terms of the PlanPlans, which is are hereby incorporated by reference, to make certain contributions to the Trust upon the occurrence of a Preliminary CIC. Upon such a Preliminary CIC, the Grantor Grantors affected thereby shall account for each Beneficiary's benefit funded by contributions to the Trust in a manner determined by the Trust Administrative Committee. The Grantor has Grantors have also obligated itself, if necessary, themselves to make certain contributions to the Trust in a manner determined by the Trust Administrative Committee to provide for the protections set forth in Section 7(c) hereof. A return of such contributions and earnings thereon may only occur under the following circumstances: (a) if, on the second anniversary of a Preliminary CIC or any time thereafter, the Southern Committee determines that a Change in Control has not been Consummated, the Trustee upon its agreement with this determination shall, upon the request of the Grantor or Grantors incurring a Preliminary CIC, return to such Grantor or Grantors property contributed to the Trust on account of the occurrence of a Preliminary CIC; (b) if, at any time, following a Preliminary CIC, the Southern Committee provides evidence satisfactory to the Trustee that the Preliminary CIC will not become a Change in Control; or (c) if the Trustee determines in its sole and absolute discretion that a Company Southern Change in Control has occurred, and, on the second anniversary of the date of Consummation of such Change in Control 75% of the members of the Incumbent Board on such anniversary date shall continue to serve as determined by the Southern Committee, the Trustee upon its agreement with this determination shall return to the Grantor or Grantors incurring a Change in Control, upon such Grantor's request, any such property received and earnings thereon as a result of such Change in Control; or (d) prior to Change of Control, with respect to amounts contributed to fund benefits paid in accordance with Section 7(c7(b) hereof, if the Trust assets equal or exceed 150200% of the targeted funding level as established by the Trust Administrative Committee prior to a Change in Control, assets shall be returned by the Trustee to the Grantor or Grantors designated by the Trust Administrative Committee to reduce total assets to 100150% of the targeted funding level.

Contributions to Trust. The Grantor has Grantors have obligated itself themselves under the terms of the PlanPlans, which is are hereby incorporated by reference, to make certain contributions to the Trust upon the occurrence of a Preliminary CIC. Upon such a Preliminary CIC, the Grantor Grantors affected thereby shall account for each Beneficiary's benefit funded by contributions to the Trust in a manner determined by the Trust Administrative Committee. The Grantor has Grantors have also obligated itself, if necessary, themselves to make certain contributions to the Trust in a manner determined by the Trust Administrative Committee to provide for the protections set forth in Section 7(c) hereof. A return of such contributions and earnings thereon may only occur under the following circumstances: (a) if, on the second anniversary of a Preliminary CIC or any time thereafter, the Southern Committee determines that a Change in Control has not been Consummated, the Trustee upon its agreement with this determination shall, upon the request of the Grantor or Grantors incurring a Preliminary CIC, return to such Grantor or Grantors property contributed to the Trust on account of the occurrence of a Preliminary CIC; (b) if, at any time, following a Preliminary CIC, the Southern Committee provides evidence satisfactory to the Trustee that the Preliminary CIC will not become a Change in Control; or (c) if the Trustee determines in its sole and absolute discretion that a Company Southern Change in Control has occurred, and, on the second anniversary of the date of Consummation of such Change in Control 75% of the members of the Incumbent Board on such anniversary date shall continue to serve as determined by the Southern Committee, the Trustee upon its agreement with this determination shall return to the Grantor or Grantors incurring a Change in Control, upon such Grantor's request, any such property received and earnings thereon as a result of such Change in Control; or (d) prior to Change of Control, with respect to amounts contributed to fund benefits paid in accordance with Section 7(c7(b) hereof, if the Trust assets equal or exceed 150200% of the targeted funding level as established by the Trust Administrative Committee prior to a Change in Control, assets shall be returned by the Trustee to the Grantor or Grantors designated by the Trust Administrative Committee to reduce total assets to 100150% of the targeted funding level. 6.

Contributions to Trust. The Grantor has Grantors may make periodic discretionary contributions to the Trust in order to satisfy distributions directed to be made in accordance with Section 7(a) herein. In addition, the Grantors have obligated itself themselves under the terms of the PlanPlans, which is are hereby incorporated by reference, to make certain contributions to the Trust upon the occurrence of a Preliminary CIC. Upon such a Preliminary CIC, the Grantor Grantors affected thereby shall account for each Beneficiary's benefit funded by contributions to the Trust in a manner determined by the Trust Administrative Committee. The Grantor has Grantors have also obligated itselfthemselves, if necessary, to make certain contributions to the Trust in a manner determined by the Trust Administrative Committee to provide for the protections set forth in Section 7(c) hereof. A return of such contributions and earnings thereon may only occur under the following circumstances: (a) if, on the second anniversary of a Preliminary CIC or any time thereafter, the Southern Committee determines that a Change in Control has not been Consummated, the Trustee upon its agreement with this determination shall, upon the request of the Grantor or Grantors incurring a Preliminary CIC, return to such Grantor or Grantors property contributed to the Trust on account of the occurrence of a Preliminary CIC; (b) if, at any time, following a Preliminary CIC, the Southern Committee provides evidence satisfactory to the Trustee that the Preliminary CIC will not become a Change in Control; or (c) if the Trustee determines in its sole and absolute discretion that a Company Southern Change in Control has occurred, and, on the second anniversary of the date of Consummation of such Change in Control 75% of the members of the Incumbent Board on such anniversary date shall continue to serve as determined by the Southern Committee, the Trustee upon its agreement with this determination shall return to the Grantor or Grantors incurring a Change in Control, upon such Grantor's request, any such property received and earnings thereon as a result of such Change in Control; or (d) prior to Change of Control, with respect to amounts contributed to fund benefits paid in accordance with Section 7(c) hereof, if the Trust assets equal or exceed 150200% of the targeted funding level as established by the Trust Administrative Committee prior to a Change in Control, assets shall be returned by the Trustee to the Grantor or Grantors designated by the Trust Administrative Committee to reduce total assets to 100150% of the targeted funding level. 6.

Contributions to Trust. The Grantor has Grantors have obligated itself themselves under the terms of the PlanPlans, which is are hereby incorporated by reference, to make certain contributions to the Trust upon the occurrence of a Preliminary CIC. Upon such a Preliminary CIC, the Grantor Grantors affected thereby shall account for each Beneficiary's benefit funded by contributions to the Trust in a manner determined by the Trust Administrative Committee. The Grantor has Grantors have also obligated itself, if necessary, themselves to make certain contributions to the Trust in a manner determined by the Trust Administrative Committee to provide for the protections set forth in Section 7(c7(b) hereof. A return of such contributions and earnings thereon may only occur under the following circumstances: (a) if, on the second anniversary of a Preliminary CIC or any time thereafter, the Southern Committee determines that a Change in Control has not been Consummated, the Trustee upon its agreement with this determination shall, upon the request of the Grantor or Grantors incurring a Preliminary CIC, return to such Grantor or Grantors property contributed to the Trust on account of the occurrence of a Preliminary CIC; (b) if, at any time, following a Preliminary CIC, the Southern Committee provides evidence satisfactory to the Trustee that the Preliminary CIC will not become a Change in Control; or (c) if the Trustee determines in its sole and absolute discretion that a Company Southern Change in Control has occurred, and, on the second anniversary of the date of Consummation of such Change in Control 75% of the members of the Incumbent Board on such anniversary date shall continue to serve as determined by the Southern Committee, the Trustee upon its agreement with this determination shall return to the Grantor or Grantors incurring a Change in Control, upon such Grantor's request, any such property received and earnings thereon as a result of such Change in Control; or (d) prior to Change of Control, with respect to amounts contributed to fund benefits paid in accordance with Section 7(c7(b) hereof, if the Trust assets equal or exceed 150200% of the targeted funding level as established by the Trust Administrative Committee prior to a Change in Control, assets shall be returned by the Trustee to the Grantor or Grantors designated by the Trust Administrative Committee to reduce total assets to 100150% of the targeted funding level.