Common use of ESOP Clause in Contracts

ESOP. The following provisions will apply with respect to the Mutual Savings Bank Employee Stock Ownership Plan and Trust ("MSB ESOP"): (i) All cash currently held in the MSB ESOP Suspense Account and attributable to certain securities litigation settlement proceeds received by the MSB ESOP (the "Litigation Proceeds"), shall be allocated to accounts of participants in the MSB ESOP as of the Effective Time ("MSB ESOP Participants") and former MSB ESOP Participants. Such allocation shall be made (a) pursuant to the terms of the MSB ESOP in effect as of the Effective Time, and (b) as soon as practicable after the receipt of a Private Letter Ruling requested from the Internal Revenue Service ("IRS") with respect to the treatment of the Litigation Proceeds pursuant to Section 415 of the Code. (ii) All cash allocated to the accounts of MSB ESOP Participants and former MSB ESOP Participants as applicable, as set forth in Section 4.14(a)(i) above, and all remaining cash to be allocated to the MSB ESOP Participant Accounts and attributable to the Litigation Proceeds, will be distributed to, or rolled over by, MSB ESOP Participants and former MSB ESOP Participants as applicable, at their election, pursuant to the terms of the MSB ESOP in effect at the Effective Time. Such distributions or rollovers shall be made as soon as practicable after the later to occur of the Effective Time or the date of receipt of the aforementioned IRS Private Letter Ruling. (iii) From and after the date of this Agreement and in anticipation of the aforementioned allocations, distributions and rollovers from the MSB ESOP, IBC, MSB and their respective representatives prior to the Effective Time, and IBC and its representatives after the Effective Time, shall use their best efforts to obtain such Private Letter Ruling from the IRS. In the event that IBC, MSB and their respective representatives prior to the Effective Time, and IBC and its representatives after the Effective Time, reasonably determine that the MSB ESOP cannot obtain the Private Letter Ruling, or that amounts attributable to the Litigation Proceeds cannot be so applied, allocated, distributed or rolled over without causing the MSB ESOP to lose its tax-qualified status or to exceed the limitations set forth in Section 415 of the Code, MSB prior to the Effective Time and IBC after the Effective Time, and their respective representatives, shall take such action as they may reasonably determine with respect to the allocation, distribution and rollover of the Litigation Proceeds to MSB ESOP Participants and former MSB ESOP Participants pursuant to the terms of the MSB ESOP in effect as of the Effective Time, provided that the Litigation Proceeds shall be held or paid only for the benefit of MSB ESOP Participants and former MSB ESOP Participants, and provided further that in no event shall any portion of such amounts held in the MSB ESOP revert directly or indirectly to MSB or any Affiliate thereof, or to IBC or any Affiliate thereof. (iv) The MSB ESOP shall be merged with and into the Independent Bank Corporation Employee Stock Ownership Plan and Trust ("IBC ESOP") as soon as practicable after the later to occur of (a) the completion of the cash allocations, distributions, and rollovers described in Sections 4.14(a)(i) through (iii) above, or (b) the Effective Time. (v) As of the effective date of the merger of the MSB ESOP and the IBC ESOP, remaining account balances of MSB ESOP Participants who are not then employed by IBC or an Affiliate thereof shall be distributed to, or rolled over by, such MSB ESOP Participants based upon the vesting schedule set forth in the MSB ESOP as of the Effective Time. (vi) Remaining account balances of MSB ESOP Participants who are employed by IBC or an Affiliate thereof on the effective date of the merger of the MSB ESOP and the IBC ESOP, will be maintained for their benefit in separate accounts established under the IBC ESOP and will vest in such MSB ESOP Participants' accounts according to the MSB ESOP vesting schedule in effect as of the Effective Time. (vii) Each MSB employee who becomes an employee of IBC or an Affiliate thereof as of the Effective Time will participate in the IBC ESOP as of the later to occur of (a) the Effective Time, or (b) the date such MSB ESOP Participant satisfies the eligibility requirements of the IBC ESOP. Former MSB employees shall receive credit for eligibility and vesting purposes under the IBC ESOP for all services rendered to MSB or an Affiliate thereof prior to the Effective Time. (viii) Employees hired by the Consolidated Bank from and after the Effective Time will become eligible to participate in the IBC ESOP in the same manner as newly- hired IBC employees. (ix) IBC shall maintain and operate the MSB ESOP and IBC ESOP in accordance with their respective terms and the applicable provisions of ERISA and the Code, and to the extent that there exist, as of the date of this Agreement, material differences between the rights of MSB ESOP Participants with respect to the balances of their MSB ESOP accounts and the rights of IBC ESOP Participants with respect to the balances of their IBC ESOP accounts, respectively, and any such differences are adverse to the MSB ESOP Participants (other than the prevailing differences in the vesting of account balances, which provisions of the MSB ESOP shall in no event be modified as it applies to MSB ESOP account balances at the time of merger of the MSB ESOP with the IBC ESOP), IBC shall not amend the MSB ESOP or the IBC ESOP in a way that would adversely affect the rights of MSB ESOP Participants with respect to the balances of their MSB ESOP accounts that are transferred to accounts for their benefit under the IBC ESOP in connection with the merger of the MSB ESOP with the IBC ESOP, except to the extent required to maintain the IBC ESOP's tax qualified status under applicable provisions of the Code. (x) IBC, MSB and their respective Affiliates shall take all actions necessary to accomplish the program described above with respect to the MSB ESOP, including, without limitation, such amendments to the MSB ESOP and the IBC ESOP as are appropriate or necessary to complete such program.

ESOP. The following provisions will apply No later than ten (10) calendar days before the Closing Date, Prairie shall or shall cause the Bank to adopt, contingent upon the Closing, such resolutions and/or amendments (and take any other required action) to amend the ESOP to provide that: (a) the ESOP shall be “frozen” as of the Closing such that no new participants shall enter the plan, no further vesting credit shall accrue, and no additional contributions shall be made to the ESOP; (b) all ESOP participants shall become immediately and 100% vested in their accounts; (c) the aggregate Merger Consideration received by the ESOP Trustees with respect to the Mutual Savings Bank Employee unallocated Prairie Stock Ownership Plan and Trust ("MSB ESOP"): (i) All cash currently held in the MSB ESOP Suspense Account to first be applied to the full repayment of the exempt ESOP loan (the “ESOP Loan”), as described Code §4975(d)(3), the proceeds of which were used to acquire the Prairie Stock, and attributable thereafter to certain securities litigation settlement proceeds received be properly allocated in a manner permissible by the MSB ESOP (IRS and for the "Litigation Proceeds"), shall be allocated to accounts exclusive benefit of participants in the MSB ESOP; (d) the ESOP shall be terminated immediately following the Closing; and (e) that a committee as determined or appointed by EQBK shall be responsible for administering the ESOP during the period following the Closing until all of its assets are fully distributed in complete termination of the Effective Time ("MSB ESOP. No later than on the Closing Date, EQBK shall appoint one or more individual Trustees or a corporate Trustee to administer the ESOP Participants") and former MSB ESOP Participants. Such allocation shall be made (a) pursuant to in accordance with the terms of the MSB ESOP Trust. Any corporate Trustee shall be a directed Trustee who shall perform its duties pursuant to written instructions from an EQBK authorized officer or the ESOP committee member, including, but not limited to, any sale of EQBK Class A Stock held in effect as the ESOP Trust. Following the Closing, EQBK shall prepare and file or cause to be filed all necessary documents with the IRS for a determination letter with respect to the termination of the Effective Time, and (b) as ESOP. As soon as practicable after following the receipt of a Private Letter Ruling requested favorable determination letter from the Internal Revenue Service ("IRS") with respect to IRS regarding the treatment qualified status of the Litigation Proceeds pursuant to Section 415 of ESOP upon its termination, the Code. (ii) All cash allocated to the accounts of MSB ESOP Participants and former MSB ESOP Participants as applicable, as set forth in Section 4.14(a)(i) above, and all remaining cash to be allocated to the MSB ESOP Participant Accounts and attributable to the Litigation Proceeds, will be distributed to, or rolled over by, MSB ESOP Participants and former MSB ESOP Participants as applicable, at their election, pursuant to the terms of the MSB ESOP in effect at the Effective Time. Such distributions or rollovers shall be made as soon as practicable after the later to occur of the Effective Time or the date of receipt of the aforementioned IRS Private Letter Ruling. (iii) From and after the date of this Agreement and in anticipation of the aforementioned allocations, distributions and rollovers from the MSB ESOP, IBC, MSB and their respective representatives prior to the Effective Time, and IBC and its representatives after the Effective Time, shall use their best efforts to obtain such Private Letter Ruling from the IRS. In the event that IBC, MSB and their respective representatives prior to the Effective Time, and IBC and its representatives after the Effective Time, reasonably determine that the MSB ESOP cannot obtain the Private Letter Ruling, or that amounts attributable to the Litigation Proceeds cannot be so applied, allocated, distributed or rolled over without causing the MSB ESOP to lose its tax-qualified status or to exceed the limitations set forth in Section 415 of the Code, MSB prior to the Effective Time and IBC after the Effective Time, and their respective representatives, shall take such action as they may reasonably determine with respect to the allocation, distribution and rollover of the Litigation Proceeds to MSB ESOP Participants and former MSB ESOP Participants pursuant to the terms of the MSB ESOP in effect as of the Effective Time, provided that the Litigation Proceeds shall be held or paid only for the benefit of MSB ESOP Participants and former MSB ESOP Participants, and provided further that in no event shall any portion of such amounts held account balances in the MSB ESOP revert directly or indirectly to MSB or any Affiliate thereof, or to IBC or any Affiliate thereof. (iv) The MSB ESOP shall be merged with distributed to participants and into the Independent Bank Corporation Employee Stock Ownership Plan and Trust ("IBC ESOP") as soon as practicable after the later to occur of (a) the completion of the cash allocations, distributions, and rollovers described in Sections 4.14(a)(i) through (iii) above, or (b) the Effective Timebeneficiaries. (v) As of the effective date of the merger of the MSB ESOP and the IBC ESOP, remaining account balances of MSB ESOP Participants who are not then employed by IBC or an Affiliate thereof shall be distributed to, or rolled over by, such MSB ESOP Participants based upon the vesting schedule set forth in the MSB ESOP as of the Effective Time. (vi) Remaining account balances of MSB ESOP Participants who are employed by IBC or an Affiliate thereof on the effective date of the merger of the MSB ESOP and the IBC ESOP, will be maintained for their benefit in separate accounts established under the IBC ESOP and will vest in such MSB ESOP Participants' accounts according to the MSB ESOP vesting schedule in effect as of the Effective Time. (vii) Each MSB employee who becomes an employee of IBC or an Affiliate thereof as of the Effective Time will participate in the IBC ESOP as of the later to occur of (a) the Effective Time, or (b) the date such MSB ESOP Participant satisfies the eligibility requirements of the IBC ESOP. Former MSB employees shall receive credit for eligibility and vesting purposes under the IBC ESOP for all services rendered to MSB or an Affiliate thereof prior to the Effective Time. (viii) Employees hired by the Consolidated Bank from and after the Effective Time will become eligible to participate in the IBC ESOP in the same manner as newly- hired IBC employees. (ix) IBC shall maintain and operate the MSB ESOP and IBC ESOP in accordance with their respective terms and the applicable provisions of ERISA and the Code, and to the extent that there exist, as of the date of this Agreement, material differences between the rights of MSB ESOP Participants with respect to the balances of their MSB ESOP accounts and the rights of IBC ESOP Participants with respect to the balances of their IBC ESOP accounts, respectively, and any such differences are adverse to the MSB ESOP Participants (other than the prevailing differences in the vesting of account balances, which provisions of the MSB ESOP shall in no event be modified as it applies to MSB ESOP account balances at the time of merger of the MSB ESOP with the IBC ESOP), IBC shall not amend the MSB ESOP or the IBC ESOP in a way that would adversely affect the rights of MSB ESOP Participants with respect to the balances of their MSB ESOP accounts that are transferred to accounts for their benefit under the IBC ESOP in connection with the merger of the MSB ESOP with the IBC ESOP, except to the extent required to maintain the IBC ESOP's tax qualified status under applicable provisions of the Code. (x) IBC, MSB and their respective Affiliates shall take all actions necessary to accomplish the program described above with respect to the MSB ESOP, including, without limitation, such amendments to the MSB ESOP and the IBC ESOP as are appropriate or necessary to complete such program.

ESOP. The following provisions will apply with respect to ESOP shall receive the Mutual Per Share Cash Distribution in exchange for its shares of Company Common Stock. As of the Effective Time, the Reliance Savings Bank Employee Stock Ownership Plan and Trust ("MSB ESOP"): (i) All shall be terminated as Acquiror and the Company shall mutually determine, and the loan between Reliance Bancshares, Inc. and the ESOP shall be repaid in full with cash currently consideration received by the ESOP with respect to unallocated shares of Company Common Stock held in a suspense account under the ESOP. Any cash consideration received with respect to such Company Common Stock held in the MSB ESOP Suspense Account and attributable to certain securities litigation settlement proceeds received by suspense account under the MSB ESOP (the "Litigation Proceeds")ESOP, remaining after such repayment, shall be allocated to the ESOP accounts of those Company Employees who are ESOP participants in the MSB ESOP as of the Effective Time and beneficiaries ("MSB ESOP Participantsparticipants") and former MSB ESOP Participants. Such allocation shall be made (a) pursuant to in accordance with the terms of the MSB ESOP as amended with respect to such termination. All ESOP participants shall fully vest and have a nonforfeitable interest in effect their accounts under the ESOP, determined as of the Effective Time, and (b) as . As soon as practicable after the receipt of a Private Letter Ruling requested favorable determination letter from the Internal Revenue Service ("IRS") with respect IRS as to the treatment tax qualified status of the Litigation Proceeds pursuant to Section 415 ESOP upon its termination under Sections 401(a) and 4975(e) of the Code. Code (ii) All cash allocated to the accounts of MSB ESOP Participants and former MSB ESOP Participants as applicable"Final Determination Letter"), as set forth in Section 4.14(a)(i) above, and all remaining cash to be allocated to the MSB ESOP Participant Accounts and attributable to the Litigation Proceeds, will be distributed to, or rolled over by, MSB ESOP Participants and former MSB ESOP Participants as applicable, at their election, pursuant to the terms distribution of the MSB benefits under the ESOP in effect at the Effective Time. Such distributions or rollovers shall be made as soon as practicable after the later to occur of the Effective Time or the date of receipt of the aforementioned IRS Private Letter Ruling. (iii) ESOP participants. From and after the date of this Agreement Agreement, and in anticipation of the aforementioned allocationssuch determination and distribution, distributions and rollovers from the MSB ESOPAcquiror, IBC, MSB Company and their respective representatives representatives, prior to the Effective Time, and IBC Acquiror and its representatives after the Effective Time, shall use their best efforts to apply for and obtain such Private favorable Final Determination Letter Ruling from the IRS. In the event that IBCAcquiror, MSB Company and their respective representatives prior to the Effective Time, and IBC Acquiror and its representatives after the Effective Time, reasonably determine that the MSB ESOP cannot obtain the Private Letter Rulinga favorable Final Determination Letter, or that the amounts attributable to the Litigation Proceeds held therein cannot be so applied, allocated, allocated or distributed or rolled over without causing the MSB ESOP to lose its tax-tax qualified status or to exceed status, the limitations set forth in Section 415 of the Code, MSB Company prior to the Effective Time and IBC after the Effective Time, and their respective representativesAcquiror after the Effective Time, shall take such action as they may reasonably determine with respect to the allocation, distribution and rollover of the Litigation Proceeds to MSB ESOP Participants and former MSB ESOP Participants pursuant benefits to the terms of the MSB ESOP in effect as of the Effective Timeparticipants, provided that the Litigation Proceeds assets of the ESOP shall be held or paid only for the benefit of MSB the ESOP Participants and former MSB ESOP Participantsparticipants, and provided further that in no event shall any portion of such the amounts held in the MSB ESOP revert revert, directly or indirectly to MSB the Company or any Affiliate thereof, affiliate thereof or to IBC Acquiror or any Affiliate affiliate thereof. (iv) The MSB ESOP shall be merged with and into the Independent Bank Corporation Employee Stock Ownership Plan and Trust ("IBC ESOP") as soon as practicable after the later to occur of (a) the completion of the cash allocations, distributions, and rollovers described in Sections 4.14(a)(i) through (iii) above, or (b) the Effective Time. (v) As of the effective date of the merger of the MSB ESOP and the IBC ESOP, remaining account balances of MSB ESOP Participants who are not then employed by IBC or an Affiliate thereof shall be distributed to, or rolled over by, such MSB ESOP Participants based upon the vesting schedule set forth in the MSB ESOP as of the Effective Time. (vi) Remaining account balances of MSB ESOP Participants who are employed by IBC or an Affiliate thereof on the effective date of the merger of the MSB ESOP and the IBC ESOP, will be maintained for their benefit in separate accounts established under the IBC ESOP and will vest in such MSB ESOP Participants' accounts according to the MSB ESOP vesting schedule in effect as of the Effective Time. (vii) Each MSB employee who becomes an employee of IBC or an Affiliate thereof as of the Effective Time will participate in the IBC ESOP as of the later to occur of (a) the Effective Time, or (b) the date such MSB ESOP Participant satisfies the eligibility requirements of the IBC ESOP. Former MSB employees shall receive credit for eligibility and vesting purposes under the IBC ESOP for all services rendered to MSB or an Affiliate thereof prior to the Effective Time. (viii) Employees hired by the Consolidated Bank from and after the Effective Time will become eligible to participate in the IBC ESOP in the same manner as newly- hired IBC employees. (ix) IBC shall maintain and operate the MSB ESOP and IBC ESOP in accordance with their respective terms and the applicable provisions of ERISA and the Code, and to the extent that there exist, as of the date of this Agreement, material differences between the rights of MSB ESOP Participants with respect to the balances of their MSB ESOP accounts and the rights of IBC ESOP Participants with respect to the balances of their IBC ESOP accounts, respectively, and any such differences are adverse to the MSB ESOP Participants (other than the prevailing differences in the vesting of account balances, which provisions of the MSB ESOP shall in no event be modified as it applies to MSB ESOP account balances at the time of merger of the MSB ESOP with the IBC ESOP), IBC shall not amend the MSB ESOP or the IBC ESOP in a way that would adversely affect the rights of MSB ESOP Participants with respect to the balances of their MSB ESOP accounts that are transferred to accounts for their benefit under the IBC ESOP in connection with the merger of the MSB ESOP with the IBC ESOP, except to the extent required to maintain the IBC ESOP's tax qualified status under applicable provisions of the Code. (x) IBC, MSB and their respective Affiliates shall take all actions necessary to accomplish the program described above with respect to the MSB ESOP, including, without limitation, such amendments to the MSB ESOP and the IBC ESOP as are appropriate or necessary to complete such program.

ESOP. The following provisions will apply with respect to the Mutual Savings Liberty Bank Employee Stock Ownership Plan and Trust ("MSB ESOP"): (i) All cash currently held in the MSB ESOP Suspense Account and attributable to certain securities litigation settlement proceeds received by the MSB ESOP (the "Litigation ProceedsESOP"), ) shall be terminated by Liberty as of, or prior to, the Merger Effective Date. In connection therewith, any loan outstanding to the ESOP shall be paid off in full and, thereafter, all funds of the ESOP shall be fully allocated to participant accounts, prior to the date of such termination. In addition, the accounts of participants in the MSB ESOP as of the Effective Time ("MSB ESOP Participants") and former MSB ESOP Participants. Such allocation shall be made (a) pursuant to fully vested upon the terms date of the MSB ESOP in effect as of the Effective Time, and (b) as such termination. As soon as practicable after the funds are fully allocated to participant accounts, and after the receipt of a Private Letter Ruling requested favorable determination letter from the Internal Revenue Service ("IRS") with respect IRS as to the treatment tax-qualified status of the Litigation Proceeds pursuant to Section 415 ESOP under section 401(a) of the Code. (ii) All cash allocated to IRC upon plan termination, but in no case before the accounts of MSB ESOP Participants and former MSB ESOP Participants as applicableMerger Effective Date, as set forth in Section 4.14(a)(i) above, and all remaining cash to be allocated to the MSB ESOP Participant Accounts and attributable to the Litigation Proceeds, will account balances shall be distributed to, or rolled over by, MSB ESOP Participants and former MSB ESOP Participants as applicable, at their election, pursuant the participants. Prior to the terms of the MSB ESOP in effect at the Merger Effective Time. Such distributions or rollovers shall be made as soon as practicable after the later to occur of the Effective Time or the date of receipt of the aforementioned IRS Private Letter Ruling. (iii) From Date and after the date of this Agreement and in anticipation of the aforementioned allocationsthereafter, distributions and rollovers from the MSB ESOP, IBC, MSB and their respective representatives prior to the Effective Time, and IBC and its representatives after the Effective Time, Liberty shall use their its best efforts to obtain apply for, and to obtain, such Private Letter Ruling favorable determination letter from the IRS. In If, before the event that IBCMerger Effective Date, MSB and their respective representatives prior to the Effective TimeLiberty, and IBC and its representatives after the Merger Effective TimeDate, Northfield, reasonably determine determines that the MSB ESOP cannot obtain the Private Letter Rulinga favorable determination letter upon plan termination, or that the amounts attributable to held in the Litigation Proceeds ESOP cannot be so applied, allocated, distributed or rolled over without causing the MSB ESOP to lose its tax-qualified status or to exceed the limitations set forth in Section 415 of the Codestatus, MSB prior to the Effective Time and IBC after the Effective Time, and their respective representatives, then such party shall take such action as they it may reasonably determine with respect to the allocation, distribution and rollover of the Litigation Proceeds to MSB ESOP Participants and former MSB ESOP Participants pursuant benefits to the terms of the MSB ESOP in effect as of the Effective Timeparticipants, provided that the Litigation Proceeds assets of the ESOP shall be held or and paid only exclusively for the benefit of MSB ESOP Participants and former MSB ESOP Participantsparticipants, and provided further that in no event shall any portion of such amounts the amount held in the MSB ESOP revert revert, directly or indirectly indirectly, to MSB or any Affiliate thereof, Liberty or to IBC Northfield. At the time distribution of ESOP benefits is made, on or any Affiliate thereof. (iv) The MSB ESOP shall be merged with and into the Independent Bank Corporation Employee Stock Ownership Plan and Trust ("IBC ESOP") as soon as practicable after the later to occur of Merger Effective Date, the amount thereof that constitutes an "eligible rollover distribution" (aas defined in section 402(f)(2)(A)) the completion of the cash allocations, distributions, and rollovers described in Sections 4.14(a)(iIRC) through (iii) above, or (b) the Effective Time. (v) As of the effective date of the merger of the MSB ESOP and the IBC ESOP, remaining account balances of MSB ESOP Participants who are not then employed by IBC or an Affiliate thereof shall may be distributed to, or rolled over by, by such MSB ESOP Participants based upon the vesting schedule set forth in the MSB ESOP as of the Effective Timeparticipant to any qualified Northfield plan that permits rollover distributions or to any eligible individual retirement account. (vi) Remaining account balances of MSB ESOP Participants who are employed by IBC or an Affiliate thereof on the effective date of the merger of the MSB ESOP and the IBC ESOP, will be maintained for their benefit in separate accounts established under the IBC ESOP and will vest in such MSB ESOP Participants' accounts according to the MSB ESOP vesting schedule in effect as of the Effective Time. (vii) Each MSB employee who becomes an employee of IBC or an Affiliate thereof as of the Effective Time will participate in the IBC ESOP as of the later to occur of (a) the Effective Time, or (b) the date such MSB ESOP Participant satisfies the eligibility requirements of the IBC ESOP. Former MSB employees shall receive credit for eligibility and vesting purposes under the IBC ESOP for all services rendered to MSB or an Affiliate thereof prior to the Effective Time. (viii) Employees hired by the Consolidated Bank from and after the Effective Time will become eligible to participate in the IBC ESOP in the same manner as newly- hired IBC employees. (ix) IBC shall maintain and operate the MSB ESOP and IBC ESOP in accordance with their respective terms and the applicable provisions of ERISA and the Code, and to the extent that there exist, as of the date of this Agreement, material differences between the rights of MSB ESOP Participants with respect to the balances of their MSB ESOP accounts and the rights of IBC ESOP Participants with respect to the balances of their IBC ESOP accounts, respectively, and any such differences are adverse to the MSB ESOP Participants (other than the prevailing differences in the vesting of account balances, which provisions of the MSB ESOP shall in no event be modified as it applies to MSB ESOP account balances at the time of merger of the MSB ESOP with the IBC ESOP), IBC shall not amend the MSB ESOP or the IBC ESOP in a way that would adversely affect the rights of MSB ESOP Participants with respect to the balances of their MSB ESOP accounts that are transferred to accounts for their benefit under the IBC ESOP in connection with the merger of the MSB ESOP with the IBC ESOP, except to the extent required to maintain the IBC ESOP's tax qualified status under applicable provisions of the Code. (x) IBC, MSB and their respective Affiliates shall take all actions necessary to accomplish the program described above with respect to the MSB ESOP, including, without limitation, such amendments to the MSB ESOP and the IBC ESOP as are appropriate or necessary to complete such program.

ESOP. Immediately prior to the Effective Time, Seller shall make to the ESOP the largest contribution permitted by Section 415 of the Code, which shall be allocated for the plan year in which the contribution is made. If the Effective Time is after March 31, 1999, Seller shall also make the largest contribution permitted by Section 415 of the Code for the year ended March 31, 2000. However, (i) the amount of the contributions made pursuant to the preceding two sentences shall be used by the ESOP only to make payments on the then remaining unpaid loan balance owed by the ESOP only to the Seller, (ii) the amount of the foregoing contributions shall in no event exceed the then remaining unpaid loan balance, and (iii) amounts payable under the Amendment Agreements shall not be considered for the purpose of calculating the amount of the foregoing contributions. The following provisions will apply ESOP shall receive the Merger Per Share Consideration in exchange for its shares of Seller Common Stock. As of the Effective Time, the ESOP shall be terminated as BFC and the Seller shall mutually determine, and the remaining unpaid loan balance, if any, between Seller and the ESOP shall be repaid in full with consideration received by the ESOP with respect to unallocated shares of Seller Common Stock held in suspense account under the Mutual Savings Bank Employee ESOP. Any cash consideration received with respect to such Seller Common Stock Ownership Plan and Trust ("MSB ESOP"): (i) All cash currently held in the MSB suspense account under the ESOP Suspense Account and attributable to certain securities litigation settlement proceeds received by the MSB ESOP (the "Litigation Proceeds"), remaining after such repayment shall be allocated to the ESOP accounts of those employees of Seller and the Seller Subsidiaries who are ESOP participants and beneficiaries ("ESOP participants") in proportion to their ESOP account balances and in accordance with the terms of the ESOP as amended as hereinafter provided with respect to such termination. The ESOP shall be amended to provide that participation in the MSB ESOP shall be limited to those who are ESOP participants as of the Effective Time ("MSB Date. All ESOP Participants") participants shall fully vest and former MSB ESOP Participants. Such allocation shall be made (a) pursuant to have a nonforfeitable interest in their accounts under the terms of the MSB ESOP in effect ESOP, determined as of the Effective Time, and (b) as . As soon as practicable after the receipt of a Private Letter Ruling requested favorable determination letter from the Internal Revenue Service ("IRS") with respect IRS as to the treatment tax qualified status of the Litigation Proceeds pursuant to Section 415 ESOP upon its termination under Sections 401(a) and 4975(e) of the Code. Code (ii) All cash allocated to the accounts of MSB ESOP Participants and former MSB ESOP Participants as applicable"Final Determination Letter"), as set forth in Section 4.14(a)(i) above, and all remaining cash to be allocated to the MSB ESOP Participant Accounts and attributable to the Litigation Proceeds, will be distributed to, or rolled over by, MSB ESOP Participants and former MSB ESOP Participants as applicable, at their election, pursuant to the terms distribution of the MSB benefits under the ESOP in effect at the Effective Time. Such distributions or rollovers shall be made as soon as practicable after the later to occur of the Effective Time or the date of receipt of the aforementioned IRS Private Letter Ruling. (iii) ESOP participants. From and after the date of this Agreement Agreement, and in anticipation of the aforementioned allocationssuch determination and distribution, distributions and rollovers from the MSB ESOPBFC, IBC, MSB Seller and their respective representatives representatives, prior to the Effective Time, and IBC BFC and its representatives representatives, after the Effective Time, shall use their best efforts to apply for and obtain such Private favorable Final Determination Letter Ruling from the IRS. In the event that IBCIf BFC, MSB Seller and their respective representatives representatives, prior to the Effective Time, and IBC BFC and its representatives representatives, after the Effective Time, reasonably determine that the MSB ESOP cannot obtain the Private Letter Rulinga favorable Final Determination Letter, or that the amounts attributable to the Litigation Proceeds held therein cannot be so applied, allocated, allocated or distributed or rolled over without causing the MSB ESOP to lose its tax-tax qualified status or to exceed status, the limitations set forth in Section 415 of the CodeSeller, MSB prior to the Effective Time and IBC after the Effective Time, and their respective representativesBFC, after the Effective Time, shall take such action as they may reasonably determine with respect to the allocation, distribution and rollover of the Litigation Proceeds to MSB ESOP Participants and former MSB ESOP Participants pursuant benefits to the terms of the MSB ESOP in effect as of the Effective Timeparticipants, provided that the Litigation Proceeds assets of the ESOP shall be held or paid only for the benefit of MSB the ESOP Participants and former MSB ESOP Participantsparticipants, and provided further that in no event shall any portion of such the amounts held in the MSB ESOP revert revert, directly or indirectly indirectly, to MSB the Seller or any Affiliate thereof, affiliate thereof or to IBC BFC or any Affiliate thereof. (iv) The MSB ESOP shall be merged with and into the Independent Bank Corporation Employee Stock Ownership Plan and Trust ("IBC ESOP") as soon as practicable after the later to occur of (a) the completion of the cash allocations, distributions, and rollovers described affiliate or Subsidiary thereof in Sections 4.14(a)(i) through (iii) above, or (b) the Effective Time. (v) As of the effective date of the merger of the MSB ESOP and the IBC ESOP, remaining account balances of MSB ESOP Participants who are not then employed by IBC or an Affiliate thereof shall be distributed to, or rolled over by, such MSB ESOP Participants based upon the vesting schedule set forth in the MSB ESOP as of the Effective Time. (vi) Remaining account balances of MSB ESOP Participants who are employed by IBC or an Affiliate thereof on the effective date of the merger of the MSB ESOP and the IBC ESOP, will be maintained for their benefit in separate accounts established under the IBC ESOP and will vest in such MSB ESOP Participants' accounts according a manner contrary to the MSB ESOP vesting schedule in effect as of the Effective TimeCode and ERISA. (vii) Each MSB employee who becomes an employee of IBC or an Affiliate thereof as of the Effective Time will participate in the IBC ESOP as of the later to occur of (a) the Effective Time, or (b) the date such MSB ESOP Participant satisfies the eligibility requirements of the IBC ESOP. Former MSB employees shall receive credit for eligibility and vesting purposes under the IBC ESOP for all services rendered to MSB or an Affiliate thereof prior to the Effective Time. (viii) Employees hired by the Consolidated Bank from and after the Effective Time will become eligible to participate in the IBC ESOP in the same manner as newly- hired IBC employees. (ix) IBC shall maintain and operate the MSB ESOP and IBC ESOP in accordance with their respective terms and the applicable provisions of ERISA and the Code, and to the extent that there exist, as of the date of this Agreement, material differences between the rights of MSB ESOP Participants with respect to the balances of their MSB ESOP accounts and the rights of IBC ESOP Participants with respect to the balances of their IBC ESOP accounts, respectively, and any such differences are adverse to the MSB ESOP Participants (other than the prevailing differences in the vesting of account balances, which provisions of the MSB ESOP shall in no event be modified as it applies to MSB ESOP account balances at the time of merger of the MSB ESOP with the IBC ESOP), IBC shall not amend the MSB ESOP or the IBC ESOP in a way that would adversely affect the rights of MSB ESOP Participants with respect to the balances of their MSB ESOP accounts that are transferred to accounts for their benefit under the IBC ESOP in connection with the merger of the MSB ESOP with the IBC ESOP, except to the extent required to maintain the IBC ESOP's tax qualified status under applicable provisions of the Code. (x) IBC, MSB and their respective Affiliates shall take all actions necessary to accomplish the program described above with respect to the MSB ESOP, including, without limitation, such amendments to the MSB ESOP and the IBC ESOP as are appropriate or necessary to complete such program.