Common use of Lender's Duty of Care Clause in Contracts

Lender's Duty of Care. It is agreed and understood that the Lender's duty with respect to the Collateral shall be solely to use reasonable care in the custody and preservation of the Collateral in the Lender's possession, which shall not include any steps necessary to preserve rights against other parties. All provisions in this Agreement shall be construed so as to maintain (i) the ESOP as a qualified leveraged employee stock ownership plan under Sections 401(a) and 4975(e)(7) of the Code, (ii) the Trust as exempt from taxation under Section 501 (a) of the Code, and (iii) the Loan as an "exempt loan" under the Exempt Loan Rules. Upon your acceptance hereof in the manner hereinafter set forth, this Agreement shall constitute a contract between us for the uses and purposes hereinabove set forth. Dated as of this 12TH day of June 1997. MARINE MIDLAND BANK, and it successors in trust, as Trustee under the Trust related to the GSB Financial Corporation Employee Stock Ownership Plan By: /s/ Xxxxx XxXxxxxx Accepted and agreed to at Goshen, New York as of the date last above written. GSB FINANCIAL CORPORATION By: /s/ Xxxxxxxx X. Xxxxxx, Xx. EXHIBIT A PROMISSORY NOTE Amount Sufficient to Satisfy Loan Amount Goshen, New York 1997 For VALUE RECEIVED, the undersigned, MARINE MIDLAND BANK, not individually but solely as Trustee under the trust related to the GSB Financial Corporation Employee Stock Ownership Plan (which trust shall be referred to as the "Borrower"), promises to pay to the order of GSB FINANCIAL CORPORATION, a Delaware Corporation (the "Lender") at its office at Xxx Xxxxx Xxxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000, the aggregate principal amount of the loan made to the Borrower under Section 1. 1 of the Loan and Security Agreement hereinafter referred to in forty consecutive equal quarterly principal installments, together with all accrued interest on the unpaid principal sum, payable quarterly commencing on the last business day of September, 1997, and on the last business day of each and every calendar quarter thereafter, except that the final installment in the amount of all principal and interest not sooner paid shall be due on June 30, 2007, the final maturity hereof. Each such principal installment shall equal the unpaid principal balance on-the due date of the installment multiplied by a fraction, the numerator of which shall be one and the denominator of which shall be the number of installments remaining under this Note, including the installment which is due in the current calendar quarter. The Borrower promises to pay interest (computed on the basis of a year of 360 days) at said office on the balance of principal from time to time remaining outstanding and unpaid hereon at the rate per annum equal at all times to the Interest Rate as defined in Section 2.1 of the Loan and Security Agreement (as defined below) on the last business day of each and every calendar quarter, commencing September, 1997, and on the final maturity date of this Note. On demand, the Borrower promises to pay interest on any overdue principal hereof (whether by lapse of time, acceleration, or otherwise) until paid at the stated rate. This Note is issued under and subject to the terms and provisions of that certain GSB Financial Corporation Employee Stock Ownership Plan Trust Loan and Security Agreement bearing even date herewith by and between the Borrower and the Lender (the "Loan and Security Agreement") and this Note and the holder hereof are entitled to all the benefits and security provided for thereby or referred to therein to which Loan and Security Agreement reference is hereby made for a statement thereof. This Note may be declared due prior to its express maturity and voluntary prepayments may be made hereon, all in the events, on the terms and in the manner as provided in such Loan and Security Agreement. Recourse for the payment of this Note has been limited by the provisions of the Loan and Security Agreement and this Note is expressly made subject to such provisions. This Note shall be governed by and construed in accordance with the laws of New York without regard to principles of conflicts of laws. The Borrower hereby waives presentment for payment and demand. Upon the occurrence of an Event of Default as such term is defined in the Loan and Security Agreement, at the option of the Lender, all amounts payable by the Borrower to the Lender under the terms of this Note may immediately become due and payable by the Borrower to the Lender subject to the provisions of Section 9.2 of the Loan and Security Agreement, and the Lender shall have all of the rights, powers, and remedies available under the terms of this Note, any of the other documents evidencing and securing this Loan and all applicable laws. The Borrower and all endorsers, guarantors, and other parties who may now or in the future be primarily or secondarily liable for the payment of indebtedness evidenced by this Note hereby severally waive presentment, protest and demand, notice of protest, notice of demand and of dishonor and non-payment of this Note and expressly agree that this Note or any payment hereunder may be extended from time to time without in any way affecting the liability of the Borrower, guarantors and endorsers. MARINE MIDLAND BANK, and it successors in trust, as Trustee under the Trust related to the GSB Financial Corporation Employee Stock Ownership Plan By: As its: SCHEDULE B FORM OF ASSIGNMENT In consideration of the loan made by GSB Financial Corporation (the "Lender") to the trust related to the GSB Financial Corporation Employee Stock Ownership Plan (the "Trust") pursuant to the GSB Financial Corporation Employee Stock Ownership Plan Trust Loan and Security Agreement (the "Loan Agreement") of even date hereof between the Lender and the Trust, and subject to the terms and conditions of the Loan Agreement, which are incorporated herein by this reference, the undersigned Trust hereby transfers, assigns and conveys to the Under all its right, title and interest in and to those certain shares of common stock of the Lender which it shall purchase with the proceeds of the loan made pursuant to the Loan Agreement, and agrees to transfer and endorse to the Lender the certificates representing such shares promptly upon its receipt thereof. Dated: 1997 MARINE MIDLAND BANK, and it successors in trust, as Trustee under the Trust related to the GSB Financial Corporation Employee Stock Ownership Plan By: As its SCHEDULE C FORM OF IRREVOCABLE PROXY In consideration of the loan made by GSB Financial Corporation (the "Lender") to the trust related to the GSB Financial Corporation Employee Stock Ownership Plan (the "Trust") pursuant to the GSB Financial Corporation Employee Stock Ownership Plan Trust Loan and Security Agreement (the "Loan Agreement") of even date hereof between the Lender and the Trust, and subject to the terms and conditions of the Loan Agreement, which are incorporated herein by this reference,, the undersigned Trust hereby appoints the Lender as its proxy, with power of substitution, to represent and to vote those certain shares of common stock of the Lender which it shall purchase with the proceeds of the loan made pursuant to the Loan Agreement. This proxy, when properly executed, shall be irrevocable and shall give the Lender full power and authority to vote on any and all matters for which other holders of shares of common stock of the Lender are entitled to vote. Dated: 1997 MARINE MIDLAND BANK, and it successors in trust, as Trustee under the Trust related to the GSB Financial Corporation Employee Stock Ownership Plan By: As its:

Lender's Duty of Care. It is agreed and understood that the --------------------- Lender's duty with respect to the Collateral shall be solely to use reasonable care in the custody and preservation of the Collateral in the Lender's possession, which shall not include any steps necessary to preserve rights against other prior parties. All provisions in this Agreement shall be construed so as to maintain (i) the ESOP as a qualified leveraged employee stock ownership plan under Sections 401(a) and 4975(e)(7) of the Code, (ii) the Trust as exempt from taxation under Section 501 (a501(a) of the Code, and (iii) the Loan as an "exempt loan" under the Exempt Loan Rules. Upon your acceptance hereof in the manner hereinafter set forth, this Agreement shall constitute a contract between us for the uses and purposes hereinabove set forth. Dated as of this 12TH ___ day of June 1997. MARINE MIDLAND BANK[date] ***, and it its successors in trust, as Trustee under the Trust related to the GSB Financial Corporation that certain West Essex Bank Employee Stock Ownership Plan By: /s/ Xxxxx XxXxxxxx Trust effective [Date] by and between the undersigned and West Essex Bank. By ----------------------------------- Accepted and agreed to at Goshen, New York *** as of the date last above written. GSB FINANCIAL CORPORATION By: /s/ Xxxxxxxx X. Xxxxxx, Xx. [Lender] By ----------------------------------- FORM OF EXHIBIT A PROMISSORY NOTE Amount Sufficient sufficient to Satisfy satisfy the Loan Amount Goshen, New York 1997 [Date] *** For VALUE RECEIVED, the undersigned, MARINE MIDLAND BANK***, not individually but solely as Trustee under the trust related to the GSB Financial Corporation that certain West Essex Bank Employee Stock Ownership Plan Trust effective [Date] by and between the undersigned (which trust shall be referred to as the "Borrower"), ) and West Essex Bank promises to pay to the order of GSB FINANCIAL CORPORATION, a Delaware Corporation [Lender] (the "Lender") at its office at Xxx Xxxxx Xxxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000***, the aggregate unpaid principal amount of all loan amounts or advances under the loan made to the Borrower under Section 1. 1 1.1 of the Loan and Security Agreement hereinafter referred to in forty [number] (#) consecutive annual equal quarterly principal installments, together with consisting of both principal and interest, amortized over a [number] (#) year period in an amount sufficient to repay all accrued interest on the unpaid principal sumborrowed amounts plus interest, payable quarterly commencing annually on the last business day of SeptemberDecember, 19971998, and continuing on the last business day of each and every calendar quarter December thereafter, except that the final installment in the amount of all principal and interest not sooner paid shall be due on June 30, 2007[Date], the final maturity hereof. Each such principal installment shall equal the unpaid principal balance on-the due date of the installment multiplied by a fraction, the numerator of which shall be one and the denominator of which shall be the number of installments remaining under this Note, including the installment which is due in the current calendar quarter. The Borrower promises to pay interest (computed on the basis of a year of 360 days) at said office on the balance of principal from time to time remaining outstanding and unpaid hereon at the rate per annum equal at all times to the Interest Rate as defined in Section 2.1 of the Loan and Security Agreement (as defined below) on the last business day of each and every calendar quarterDecember, commencing SeptemberDecember 31, 19971998, and in each year thereafter and on the final maturity date of this Note. On demand, the Borrower promises to pay interest on any overdue principal hereof (whether by lapse of time, acceleration, or otherwise) until paid at the stated rate. This Note is issued under and subject to the terms and provisions of that certain GSB Financial Corporation West Essex Bank Employee Stock Ownership Plan Trust Loan and Security Agreement bearing even date herewith by and between the Borrower and the Lender (the "Loan and Security Agreement") and this Note and the holder hereof are entitled to all the benefits and security provided for thereby by or referred to therein to which in such Loan and Security Agreement reference is hereby made for a statement thereofAgreement. This Note may be declared due prior to its express maturity and voluntary prepayments may be made hereon, all in the events, on the terms and in the manner as provided in such Loan and Security Agreement. Recourse for the payment of this Note has been limited by the provisions of the Loan and Security Agreement and this Note is expressly made subject to such provisionsprovisions notwithstanding anything contained herein to the contrary. This Note shall be governed by and construed in accordance with the laws of New York [State] without regard to principles of conflicts of laws. The Borrower hereby waives presentment for payment and demand. Upon the occurrence of an Event of a Default as such term is defined in the Loan and Security Agreement, Agreement at the option of the Lender, all amounts payable by the Borrower to the Lender under the terms of this Note may immediately become due and payable by the Borrower to the Lender subject pursuant to the provisions of Section 9.2 9.3 of the Loan and Security Agreement, and the Lender shall have all of the rights, powers, and remedies available under the terms of this Note, any of the other documents evidencing and securing this Loan and all applicable laws. The Borrower and all endorsers, guarantors, and other parties who may now or in the future be primarily or secondarily liable for the payment of the indebtedness evidenced by this Note hereby severally waive presentment, protest and demand, notice of protest, notice of demand and of dishonor and non-payment of this Note and expressly agree that this Note or and any payment hereunder may be extended from time to time without in any way affecting the liability of the Borrower, guarantors and endorsers. MARINE MIDLAND BANK, and it *** its successors in trust, as Trustee under the Trust related to the GSB Financial Corporation that certain West Essex Bank Employee Stock Ownership Plan Trust effective [Date] by and between the undersigned and West Essex Bank By: As its: SCHEDULE B -------------------- FORM OF ASSIGNMENT In consideration of the loan made EXHIBIT B SECURITY AGREEMENT INSTRUMENTS OR NEGOTIABLE DOCUMENTS TO BE DEPOSITED For new value contemporaneously given by GSB Financial Corporation [Lender], (the "Lender") to the trust related to undersigned ("Borrower"), the GSB Financial Corporation Employee Stock Ownership Plan (the "Trust") pursuant to the GSB Financial Corporation Employee Stock Ownership Plan Trust Loan and Security Agreement (the "Loan Agreement") of even date hereof between the Lender and the Trust, receipt whereof is hereby acknowledged and subject to the terms and conditions provisions of the Loan Agreement, which are incorporated herein by this referenceand Security Agreement described below, the undersigned Trust Borrower does hereby transfersgrant a security interest to said Lender in the instruments or negotiable documents hereafter described ("Collateral"), assigns in all of which Collateral the Borrower warrants that the Borrower has good, valid and conveys effective rights to the Under all its right, title ownership and interest in possession thereof and to those certain shares of common stock the grant the security interest hereby made: All Shares of the Lender which it shall purchase common stock, par value $.01 per share, of West Essex Bancorp, Inc., a federally-chartered corporation, acquired with the proceeds of the loan made pursuant Loan Amount. Borrower agrees to deliver said collateral to said Lender as soon as practicable after Borrower's receipt of one or more certificates therefore. Said security interest secures the payment of all indebtedness and liabilities as undertaken in the Loan Agreementand Security Agreement to which this is a part, now existing or hereafter arising, and agrees to transfer and endorse to the Lender has all the certificates representing such shares promptly upon its receipt thereofrights with respect to said Collateral and said security interest as more fully set forth in the form of secured note or notes executed and delivered by the undersigned to said Lender prior hereto or contemporaneously herewith. Dated: 1997 MARINE MIDLAND BANKThis agreement, including matters of interpretation and construction, and it the rights of the Lender and the duties and obligations of the debt hereunder are to be determined in accordance with the laws of the State of [State], particularly the Uniform Commercial Code, except where preempted by federal law. Dated at *** the ____ day of *** ***, and its successors in trust, as Trustee under the Trust related to the GSB Financial Corporation Employee Stock Ownership Plan By: As its SCHEDULE C FORM OF IRREVOCABLE PROXY In consideration of the loan made by GSB Financial Corporation (the "Lender") to the trust related to the GSB Financial Corporation Employee Stock Ownership Plan (the "Trust") pursuant to the GSB Financial Corporation that certain West Essex Bank Employee Stock Ownership Plan Trust Loan effective [Date] by and Security Agreement (the "Loan Agreement") of even date hereof between the Lender undersigned and the Trust, and subject to the terms and conditions of the Loan Agreement, which are incorporated herein by this reference,, the undersigned Trust hereby appoints the Lender as its proxy, with power of substitution, to represent and to vote those certain shares of common stock of the Lender which it shall purchase with the proceeds of the loan made pursuant to the Loan Agreement. This proxy, when properly executed, shall be irrevocable and shall give the Lender full power and authority to vote on any and all matters for which other holders of shares of common stock of the Lender are entitled to vote. Dated: 1997 MARINE MIDLAND BANK, and it successors in trust, as Trustee under the Trust related to the GSB Financial Corporation Employee Stock Ownership Plan By: As its:West Essex Bank.

Lender's Duty of Care. It is agreed and understood that the Lender's duty with respect to the Collateral shall be solely to use reasonable care in the custody and preservation of the Collateral in the Lender's possession, which shall not include any steps necessary to preserve rights against other prior parties. All provisions in this Agreement shall be construed so as to maintain (i) the ESOP as a qualified leveraged employee stock ownership plan under Sections 401(a401 (a) and 4975(e)(7) of the Code, (ii) the Trust as exempt from taxation under Section 501 (a501(a) of the Code, and (iii) the Loan as an "exempt loan" under the Exempt Loan Rules. Upon your acceptance hereof in the manner hereinafter set forth, this Agreement shall constitute a contract between us for the uses and purposes hereinabove set forth. Dated as of this 12TH 18 day of June 1997November 1993. MARINE MIDLAND BANKNationar, and it successors its successes in trust, as Trustee trustee under the Trust related to the GSB Financial Corporation that certain Astoria Federal Savings and Loan Association Employee Stock Ownership Plan Trust effective Nov 18, 1993 by and between the undersigned and Astoria Federal Savings and Loan Association. By: /s/ Xxxxx XxXxxxxx __________________ Accepted and agreed to at GoshenLake Success, New York as of the date last above written. GSB FINANCIAL CORPORATION By: /s/ Xxxxxxxx written Astoria Financial Corporation By /S/ Georxx X. XxxxxxXxxxxxx, Xx. Georxx X. Xxxxxxx, Xx. President, Chief Executive Officer and Director All provisions in this Agreement shall be construed so as to maintain (i) the ESOP as a qualified leveraged employee stock ownership plan under Sections 401 (a) and 4975(e)(7) of the Code, (ii) the Trust as exempt from taxation under Section 501(a) of the Code, and (iii) the Loan as an "exempt loan" under the Exempt Loan Rules. Upon your acceptance hereof in the manner hereinafter set forth, this Agreement shall constitute a contract between us for the uses and purposes hereinabove set forth. Dated as of this 18 day of November 1993. Nationar, and its successes in trust, as trustee under that certain Astoria Federal Savings and Loan Association Employee Stock Ownership Trust effective Nov 18, 1993 by and between the undersigned and Astoria Federal Savings and Loan Association. By /S/ John X. XxXxxx By: /S/ Alan X. Xxxxxxxx John X. XxXxxx Alan X. Xxxxxxxx Senior Vice President Vice President Accepted and agreed to at Lake Success, New York as of the date last above written Astoria Financial Corporation By_____________________ Georxx X. Xxxxxxx, Xx. President, Chief Executive Officer and Director EXHIBIT A PROMISSORY NOTE Amount Sufficient to Satisfy Loan Amount Goshen$33,029,425 Lake Success, New York 1997 November 18, 1993 For VALUE RECEIVED, the undersigned, MARINE MIDLAND BANKNationar, not individually but solely as Trustee trustee under the trust related to the GSB Financial Corporation that certain Astoria Federal Savings and Loan Association Employee Stock Ownership Plan Trust effective November 18, 1993 by and between the undersigned and Astoria Federal Savings and Loan Association (which trust shall be referred to as the "Borrower"), ) promises to pay to the order of GSB FINANCIAL CORPORATIONAstoria Financial Corporation, a Delaware Corporation (the "Lender") at its office at Xxx Xxxxx Xxxxxx XxxxxxOne Xxxxxxx Xxxxxxx Xxxxx, XxxxxxXxxx Xxxxxxx, Xxx Xxxx 00000-0000, xhe principal sum of thirty-three million, twenty-nine thousand, four hundred and twenty-five dollars ($33,029,425), if less, the aggregate principal amount of the loan Loan made to the Borrower under Section 1. 1 1.1 of the Loan and Security Agreement hereinafter referred to in forty consecutive annual principal installments each in an amount equal quarterly to 1/12th of the original principal installmentsamount of such Loan, together with all accrued interest on the unpaid principal sum, payable quarterly commencing on the last business day of SeptemberDecember 31, 19971994, and on the last business day of each and every calendar quarter December in each year thereafter, except that the final installment in the amount of all principal and interest not sooner paid shall be due on June 30December 31, 20072005, the final maturity hereof. Each such principal installment shall equal the unpaid principal balance on-the due date of the installment multiplied by a fraction, the numerator of which shall be one and the denominator of which shall be the number of installments remaining under this Note, including the installment which is due in the current calendar quarter. The Borrower promises to pay interest (computed on the basis of a year of 360 daysdays for the actual number of days elapsed) at said office on the balance of principal from time to time remaining outstanding and unpaid hereon at the rate per annum equal at all times to the Interest Rate as defined in Section 2.1 of the Loan and Security Agreement (as defined below) 6.0% annually on the last business day of each and every calendar quarterDecember, commencing SeptemberDecember 31, 19971994, and in each year thereafter and on the final maturity date of this Note. On demand, the Borrower promises to pay interest on any overdue principal hereof (whether by lapse of time, acceleration, or acceleration otherwise) until paid at the stated rate. This Note is issued under and subject to the terms and provisions of that certain GSB Financial Corporation Astoria Federal Savings and Loan Association Employee Stock Ownership Plan Trust Loan and Security Agreement bearing even date herewith by and between the Borrower and the Lender (the "Loan and Security Agreement") and this Note and the holder hereof are entitled to all the benefits and security provided for thereby or referred to therein to which Loan and Security Agreement reference is hereby made for a statement thereof. This Note may be declared due prior to its express maturity and voluntary prepayments may be made hereon, all in the events, on the terms and in the manner as provided in such Loan and Security Agreement. Recourse for the payment of this Note has been limited by the provisions of the Loan and Security Agreement and this Note is expressly made subject to such provisions. This Note shall be governed by and construed in accordance with the laws of New York without regard to principles of conflicts of laws. The Borrower hereby waives presentment for payment and demand. Upon the occurrence of an Event of Default as such term is defined in the Loan and Security Agreement, Agreement at the option of the Lender, all amounts payable by the Borrower to the Lender under the terms of this Note may immediately become due and payable by the Borrower to the Lender subject pursuant to the provisions of Section 9.2 of the Loan and Security Agreement, and the Lender shall have all of the rights, powers, and remedies available under the terms of this Note, any of the other documents evidencing and securing this Loan and all applicable laws. The Borrower and all endorsers, guarantors, and other parties who may now or in the future be primarily or secondarily liable for the payment of the indebtedness evidenced by this Note hereby severally waive presentment, protest and demand, notice of protest, notice of demand and of dishonor and non-payment of this Note and expressly agree that this Note or any payment hereunder may be extended from time to time without in any way affecting the liability of the Borrower, guarantors and endorsers. MARINE MIDLAND BANKNationar, and it successors its successes in trust, as Trustee trustee under the Trust related to the GSB Financial Corporation that certain Astoria Federal Savings and Loan Association Employee Stock Ownership Plan Trust effective November 18, 1993 by and between the undersigned and Astoria Federal Savings and Loan Association. By /S/ John X. XxXxxx For Nationar, the Trustee for Astoria Federal Savings and Loan Association Employee Stock Ownership Trust John X. XxXxxx Senior Vice President By: As its: SCHEDULE /S/ Alan X. Xxxxxxxx Alan X. Xxxxxxxx Vice President EXHIBIT B FORM OF ASSIGNMENT In consideration SECURITY AGREEMENT RE INSTRUMENTS OR NEGOTIABLE DOCUMENTS TO BE DEPOSITED For new value contemporaneously given by Astoria Financial Corporation, the undersigned ("debt"), the receipt whereof is hereby acknowledged, the debt does hereby grant a security interest to said Lender in the instruments or negotiable documents hereafter described ("Collateral"), in all of which Collateral the debt warrants that the debt has good, valid and effective rights to the ownership and possession thereof and to the grant of the loan made security interest hereby made: 1,321,172 shares of the common stock, par value $.01 per share, of Astoria Financial Corporation, a Delaware corporation. Debt agrees to deliver said collateral to said Lender not later than the close of business on Nov 26, 1993, said date being within 10 days from the date hereof. Said security interest secures the payment of all indebtedness and liabilities, now existing or hereafter arising, and the Lender has all the rights with respect to said Collateral and said security interest as more fully set forth in the form of secured note or notes executed and delivered by GSB the undersigned to said Lender prior hereto or contemporaneously herewith. This agreement, including matters of interpretation and construction, and the rights of the Lender and the duties and obligations of the debt hereunder are to be determined in accordance with the laws of the State of New York, particularly the Uniform Commercial Code, except where preempted by federal law. Dated at Lake Success, New York, November 18, 1993. Nationar and its successes in trust, as trustee under that certain Astoria Federal Savings and Loan Association Employee Stock Ownership Trust effective November 18, 1993 by and between the undersigned and Astoria Federal Savings and Loan Association By /S/ John X. XxXxxx For Nationar, the Trustee for Astoria Federal Savings and Loan Association Employee Stock Ownership Trust John X. XxXxxx Senior Vice President By: /S/ Alan X. Xxxxxxxx Alan X. Xxxxxxxx Vice President 18 PROMISSORY NOTE $33,029,425 Lake Success, New York November 18, 1993 For VALUE RECEIVED, the undersigned, Nationar, not individually but solely as trustee under that certain Astoria Federal Savings and Loan Association Employee Stock Ownership Trust effective November 18, 1993 by and between the undersigned and Astoria Federal Savings and Loan Association (the "Borrower") promises to pay to the order of Astoria Financial Corporation, a Delaware Corporation (the "Lender") at its office at One Xxxxxxx Xxxxxxx Xxxxx, Xxxx Xxxxxxx, Xxx Xxxx 00000-0000, xhe principal sum of thirty-three million, twenty-nine thousand, four hundred and twenty-five dollars ($33,029,425), if less, the aggregate principal amount of the Loan made to the trust related Borrower under Section 1.1 of the Loan and Security Agreement hereinafter referred to in consecutive annual principal installments each in an amount equal to 1/12th of the GSB Financial Corporation original principal amount of such Loan, together with all accrued interest on the unpaid principal sum, payable commencing on December 31, 1994, and on the last day of each December in each year thereafter, except that the final installment in the amount of all principal and interest not sooner paid shall be due on December 31, 2005, the final maturity hereof. The Borrower promises to pay interest (computed on the basis of a year of 360 days for the actual number of days elapsed) at said office on the balance of principal from time to time remaining outstanding and unpaid hereon at the rate per annum equal at all times to 6.0% annually on the last day of each December, commencing December 31, 1994, and in each year thereafter and on the final maturity date of this Note. On demand, the Borrower promises to pay interest on any overdue principal hereof (whether by lapse of time, acceleration otherwise) until paid at the stated rate. This Note is issued under the terms and provisions of that certain Astoria Federal Savings and Loan Association Employee Stock Ownership Plan (the "Trust") pursuant to the GSB Financial Corporation Employee Stock Ownership Plan Trust Loan and Security Agreement bearing even date herewith by and between the Borrower and the Lender (the "Loan and Security Agreement") and this Note and the holder hereof are entitled to all the benefits and security provided for thereby referred to therein to which Loan and Security Agreement reference is hereby made for a statement thereof. This Note may be declared due prior to its express maturity and voluntary prepayments may be made hereon, all in the events, on the terms and in the manner as provided in such Loan and Security Agreement. Recourse for the payment of even this Note has been limited by the provisions of the Loan and Security Agreement and this Note is expressly made subject to such provisions. This Note shall be governed by and construed in accordance with the laws of New York without regard to principles of conflicts of laws. The Borrower hereby waives presentment for payment and demand. Upon the occurrence of an Event of Default as such term is defined in the Loan and Security Agreement at the option of the Lender, all amounts payable by the Borrower to the Lender under the terms of this Note may immediately become due and payable by the Borrower to the Lender pursuant to the provisions of Section 9.2 of the Loan and Security Agreement, and the Lender shall have all of the rights, powers, and remedies available under the terms of this Note, any of the other documents evidencing and securing this Loan and all applicable laws. The Borrower and all endorsers, guarantors, and other parties who may now in the future be primarily secondarily liable for the payment of the indebtedness evidenced by this Note hereby severally waive presentment, protest and demand, notice of protest, notice of demand and of dishonor and non-payment of this Note and expressly agree that this Note any payment hereunder may be extended from time to time without in any way affecting the liability of the Borrower, guarantors and endorsers. Nationar, and its successes in trust, as trustee under that certain Astoria Federal Savings and Loan Association Employee Stock Ownership Trust effective November 18, 1993 by and between the undersigned and Astoria Federal Savings and Loan Association. By /S/ John X. XxXxxx For Nationar, theTrustee for Astoria Federal Savings and Loan Association Employee Stock Ownership Trust John X. XxXxxx Senior Vice President By: /S/ Alan X. Xxxxxxxx Alan X. Xxxxxxxx Vice President SECURITY AGREEMENT RE INSTRUMENTS OR NEGOTIABLE DOCUMENTS TO BE DEPOSITED For new value contemporaneously given by Astoria Financial Corporation, the undersigned ("debt"), the receipt whereof is hereby acknowledged, the debt does hereby grant a security interest to said Lender in the instruments or negotiable documents hereafter described ("Collateral"), in all of which Collateral the debt warrants that the debt has good, valid and effective rights to the ownership and possession thereof and to the grant of the security interest hereby made: 1,321,172 shares of the common stock, par value $.0l per share, of Astoria Financial Corporation, a Delaware corporation. Debt agrees to deliver said collateral to said Lender not later than the close of business on Nov 26, 1993, said date hereof between being within 10 days from the date hereof. Said security interest secures the payment of all indebtedness and liabilities, now existing or hereafter arising, and the Lender has all the rights with respect to said Collateral and said security interest as more fully set forth in the form of secured note or notes executed and delivered by the undersigned to said Lender prior hereto or contemporaneously herewith. This agreement, including matters of interpretation and construction, and the rights of the Lender and the Trust, duties and subject to the terms and conditions obligations of the Loan Agreement, which debt hereunder are incorporated herein by this reference, to be determined in accordance with the undersigned Trust hereby transfers, assigns and conveys to the Under all its right, title and interest in and to those certain shares of common stock laws of the Lender which it shall purchase with State of New York, particularly the proceeds of the loan made pursuant to the Loan AgreementUniform Commercial Code, except where preempted by federal law. Dated at Lake Success, New York, November 18, 1993. Nationar and agrees to transfer and endorse to the Lender the certificates representing such shares promptly upon its receipt thereof. Dated: 1997 MARINE MIDLAND BANK, and it successors successes in trust, as Trustee trustee under the Trust related to the GSB Financial Corporation that certain Astoria Federal Savings and Loan Association Employee Stock Ownership Plan By: As its SCHEDULE C FORM OF IRREVOCABLE PROXY In consideration of Trust effective November 18, 1993 by and between the loan made by GSB Financial Corporation (undersigned and Astoria Federal Savings and Loan Association By /S/ John X. XxXxxx For Nationar, the "Lender") to the trust related to the GSB Financial Corporation Trustee for Astoria Federal Savings and Loan Association Employee Stock Ownership Plan (the "Trust") pursuant to the GSB Financial Corporation Employee Stock Ownership Plan Trust Loan and Security Agreement (the "Loan Agreement") of even date hereof between the Lender and the Trust, and subject to the terms and conditions of the Loan Agreement, which are incorporated herein by this reference,, the undersigned Trust hereby appoints the Lender as its proxy, with power of substitution, to represent and to vote those certain shares of common stock of the Lender which it shall purchase with the proceeds of the loan made pursuant to the Loan Agreement. This proxy, when properly executed, shall be irrevocable and shall give the Lender full power and authority to vote on any and all matters for which other holders of shares of common stock of the Lender are entitled to vote. Dated: 1997 MARINE MIDLAND BANK, and it successors in trust, as Trustee under the Trust related to the GSB Financial Corporation Employee Stock Ownership Plan John X. XxXxxx Senior Vice President By: As its:/S/ Alan X. Xxxxxxxx Alan X. Xxxxxxxx Vice President

Lender's Duty of Care. It is agreed and understood that the --------------------- Lender's duty with respect to the Collateral shall be solely to use reasonable care in the custody and preservation of the Collateral in the Lender's possession, which shall not include any steps necessary to preserve rights against other prior parties. All provisions in this Agreement shall be construed so as to maintain (i) the ESOP as a qualified leveraged employee stock ownership plan under Sections 401(a) and 4975(e)(7) of the Code, (ii) the Trust as exempt from taxation under Section 501 (a501(a) of the Code, and (iii) the Loan as an "exempt loan" under the Exempt Loan Rules. Upon your acceptance hereof in the manner hereinafter set forth, this Agreement shall constitute a contract between us for the uses and purposes hereinabove set forth. Dated as of this 12TH 1st day of June 1997. MARINE MIDLAND BANKOctober, 1998 Marine Midland Bank, and it its successors in trust, as Trustee under the Trust related to the GSB Financial Corporation that certain West Essex Bank Employee Stock Ownership Plan By: Trust effective September 10, 1998 by and between the undersigned and West Essex Bank. By /s/ Xxxxx XxXxxxxx Xxxxxxx X. Xxxxxx ------------------------------------ Accepted and agreed to at GoshenCaldwell, New York Jersey as of the date last above written. GSB FINANCIAL CORPORATION By: WEST ESSEX BANCORP, INC. By /s/ Xxxxxx X. Xxxxxxxx X. Xxxxxx, Xx. ------------------------------------ EXHIBIT A PROMISSORY NOTE Amount Sufficient sufficient to Satisfy satisfy the Loan Amount GoshenOctober 1, 1998 Caldwell, New York 1997 Jersey For VALUE RECEIVED, the undersigned, MARINE MIDLAND BANKMarine Midland Bank, not individually but solely as Trustee under the trust related to the GSB Financial Corporation that certain West Essex Bank Employee Stock Ownership Plan Trust effective September 10, 1998 by and between the undersigned (which trust shall be referred to as the "Borrower"), ) and West Essex Bank promises to pay to the order of GSB FINANCIAL CORPORATIONWest Essex Bancorp, a Delaware Corporation Inc. (the "Lender") at its office at Xxx Xxxxx Xxxxxx 000 Xxxxxxxxxx Xxxxxx, XxxxxxXxxxxxxx, Xxx Xxxx 00000New Jersey 07006-4980, the aggregate unpaid principal amount of all loan amounts or advances under the loan made to the Borrower under Section 1. 1 1.1 of the Loan and Security Agreement hereinafter referred to in forty ten (10) consecutive annual equal quarterly principal installments, together with consisting of both principal and interest, amortized over a ten (10) year period in an amount sufficient to repay all accrued interest on the unpaid principal sumborrowed amounts plus interest, payable quarterly commencing annually on the last business day of SeptemberDecember, 19971998, and continuing on the last business day of each and every calendar quarter December thereafter, except that the final installment in the amount of all principal and interest not sooner paid shall be due on June 30December 31, 2007, the final maturity hereof. Each such principal installment shall equal the unpaid principal balance on-the due date of the installment multiplied by a fraction, the numerator of which shall be one and the denominator of which shall be the number of installments remaining under this Note, including the installment which is due in the current calendar quarter. The Borrower promises to pay interest (computed on the basis of a year of 360 days) at said office on the balance of principal from time to time remaining outstanding and unpaid hereon at the rate per annum equal at all times to the Interest Rate as defined in Section 2.1 of the Loan and Security Agreement (as defined below) on the last business day of each and every calendar quarterDecember, commencing SeptemberDecember 31, 19971998, and in each year thereafter and on the final maturity date of this Note. On demand, the Borrower promises to pay interest on any overdue principal hereof (whether by lapse of time, acceleration, or otherwise) until paid at the stated rate. This Note is issued under and subject to the terms and provisions of that certain GSB Financial Corporation West Essex Bank Employee Stock Ownership Plan Trust Loan and Security Agreement bearing even date herewith by and between the Borrower and the Lender (the "Loan and Security Agreement") and this Note and the holder hereof are entitled to all the benefits and security provided for thereby for, by or referred to therein to which in such Loan and Security Agreement reference is hereby made for a statement thereofAgreement. This Note may be declared due prior to its express maturity and voluntary prepayments may be made hereon, all in the events, on the terms and in the manner as provided in such Loan and Security Agreement. Recourse for the payment of this Note has been limited by the provisions of the Loan and Security Agreement and this Note is expressly made subject to such provisionsprovisions notwithstanding anything contained herein to the contrary. This Note shall be governed by and construed in accordance with the laws of New York Jersey without regard to principles of conflicts of laws. The Borrower hereby waives presentment for payment and demand. Upon the occurrence of an Event of a Default as such term is defined in the Loan and Security Agreement, Agreement at the option of the Lender, all amounts payable by the Borrower to the Lender under the terms of this Note may immediately become due and payable by the Borrower to the Lender subject pursuant to the provisions of Section 9.2 9.3 of the Loan and Security Agreement, and the Lender shall have all of the rights, powers, and remedies available under the terms of this Note, any of the other documents evidencing and securing this Loan and all applicable laws. The Borrower and all endorsers, guarantors, and other parties who may now or in the future be primarily or secondarily liable for the payment of the indebtedness evidenced by this Note hereby severally waive presentment, protest and demand, notice of protest, notice of demand and of dishonor and non-payment of this Note and expressly agree that this Note or and any payment hereunder may be extended from time to time without in any way affecting the liability of the Borrower, guarantors and endorsers. MARINE MIDLAND BANKMarine Midland Bank, and it its successors in trust, as Trustee under the Trust related to the GSB Financial Corporation that certain West Essex Bank Employee Stock Ownership Plan Trust effective September 10, 1998 by and between the undersigned and West Essex Bank By: As its: SCHEDULE /s/ Xxxxxxx X. Xxxxxx ------------------------------------ Xxxxxxx X. Xxxxxx EXHIBIT B FORM OF ASSIGNMENT In consideration of the loan made SECURITY AGREEMENT INSTRUMENTS OR NEGOTIABLE DOCUMENTS TO BE DEPOSITED For new value contemporaneously given by GSB Financial Corporation West Essex Bancorp, Inc., (the "Lender") to the trust related to undersigned ("Borrower"), the GSB Financial Corporation Employee Stock Ownership Plan (the "Trust") pursuant to the GSB Financial Corporation Employee Stock Ownership Plan Trust Loan and Security Agreement (the "Loan Agreement") of even date hereof between the Lender and the Trust, receipt whereof is hereby acknowledged and subject to the terms and conditions provisions of the Loan Agreement, which are incorporated herein by this referenceand Security Agreement described below, the undersigned Trust Borrower does hereby transfersgrant a security interest to said Lender in the instruments or negotiable documents hereafter described ("Collateral"), assigns in all of which Collateral the Borrower warrants that the Borrower has good, valid and conveys effective rights to the Under all its right, title ownership and interest in possession thereof and to those certain shares of common stock the grant the security interest hereby made: All Shares of the Lender which it shall purchase common stock, par value $.01 per share, of West Essex Bancorp, Inc., a federally-chartered corporation, acquired with the proceeds of the loan made pursuant Loan Amount. Borrower agrees to deliver said collateral to said Lender as soon as practicable after Borrower's receipt of one or more certificates therefore. Said security interest secures the payment of all indebtedness and liabilities as undertaken in the Loan Agreementand Security Agreement to which this is a part, now existing or hereafter arising, and agrees to transfer and endorse to the Lender has all the certificates representing such shares promptly upon its receipt thereofrights with respect to said Collateral and said security interest as more fully set forth in the form of secured note or notes executed and delivered by the undersigned to said Lender prior hereto or contemporaneously herewith. Dated: 1997 MARINE MIDLAND BANKThis agreement, including matters of interpretation and construction, and it the rights of the Lender and the duties and obligations of the debt hereunder are to be determined in accordance with the laws of the State of New Jersey, particularly the Uniform Commercial Code, except where preempted by federal law. Dated at the 1st day of October, 1998 Marine Midland Bank, and its successors in trust, as Trustee under the Trust related to the GSB Financial Corporation Employee Stock Ownership Plan By: As its SCHEDULE C FORM OF IRREVOCABLE PROXY In consideration of the loan made by GSB Financial Corporation (the "Lender") to the trust related to the GSB Financial Corporation Employee Stock Ownership Plan (the "Trust") pursuant to the GSB Financial Corporation that certain West Essex Bank Employee Stock Ownership Plan Trust Loan effective September 10, 1998 by and Security Agreement (the "Loan Agreement") of even date hereof between the Lender undersigned and the Trust, and subject to the terms and conditions of the Loan Agreement, which are incorporated herein by this reference,, the undersigned Trust hereby appoints the Lender as its proxy, with power of substitution, to represent and to vote those certain shares of common stock of the Lender which it shall purchase with the proceeds of the loan made pursuant to the Loan AgreementWest Essex Bank. This proxy, when properly executed, shall be irrevocable and shall give the Lender full power and authority to vote on any and all matters for which other holders of shares of common stock of the Lender are entitled to vote. Dated: 1997 MARINE MIDLAND BANK, and it successors in trust, as Trustee under the Trust related to the GSB Financial Corporation Employee Stock Ownership Plan By: As its:/s/ Xxxxxxx X. Xxxxxx -------------------------------------- Xxxxxxx X. Xxxxxx

Lender's Duty of Care. It is agreed and understood that the --------------------- Lender's duty with respect to the Collateral shall be solely to use reasonable care in the custody and preservation of the Collateral in the Lender's possession, which shall not include any steps necessary to preserve rights against other prior parties. All provisions in this Agreement shall be construed so as to maintain (i) the ESOP as a qualified leveraged employee stock ownership plan under Sections 401(a) and 4975(e)(7) of the Code, (ii) the Trust as exempt from taxation under Section 501 (a501(a) of the Code, and (iii) the Loan as an "exempt loan" under the Exempt Loan Rules. Upon your acceptance hereof in the manner hereinafter set forth, this Agreement shall constitute a contract between us for the uses and purposes hereinabove set forth. Dated as of this 12TH ___ day of June 1997. MARINE MIDLAND BANK[date] ***, and it its successors in trust, as Trustee under the Trust related to the GSB Financial Corporation that certain Massachusetts Co-operative Bank Employee Stock Ownership Plan Trust effective [Date] by and between the undersigned and Massachusetts Co-operative Bank. By: /s/ Xxxxx XxXxxxxx ___________________________________ Accepted and agreed to at Goshen, New York *** as of the date last above written. GSB FINANCIAL CORPORATION Massachusetts Fincorp, Inc. By: /s/ Xxxxxxxx X. Xxxxxx, Xx. ___________________________________ FORM OF EXHIBIT A PROMISSORY NOTE Amount Sufficient sufficient to Satisfy satisfy the Loan Amount Goshen, New York 1997 [Date] *** For VALUE RECEIVED, the undersigned, MARINE MIDLAND BANK***, not individually but solely as Trustee under the trust related to the GSB Financial Corporation that certain Massachusetts Co-operative Bank Employee Stock Ownership Plan Trust effective [Date] by and between the undersigned (which trust shall be referred to as the "Borrower"), ) and Massachusetts Co-operative Bank promises to pay to the order of GSB FINANCIAL CORPORATIONMassachusetts Fincorp, a Delaware Corporation Inc. (the "Lender") at its office at Xxx Xxxxx Xxxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000***, the aggregate unpaid principal amount of all loan amounts or advances under the loan made to the Borrower under Section 1. 1 1.1 of the Loan and Security Agreement hereinafter referred to in forty [number] (#) consecutive annual equal quarterly principal installments, together with consisting of both principal and interest, amortized over a [number] (#) year period in an amount sufficient to repay all accrued interest on the unpaid principal sumborrowed amounts plus interest, payable quarterly commencing annually on the last business day of SeptemberDecember, 19971998, and continuing on the last business day of each and every calendar quarter December thereafter, except that the final installment in the amount of all principal and interest not sooner paid shall be due on June 30, 2007[Date], the final maturity hereof. Each such principal installment shall equal the unpaid principal balance on-the due date of the installment multiplied by a fraction, the numerator of which shall be one and the denominator of which shall be the number of installments remaining under this Note, including the installment which is due in the current calendar quarter. The Borrower promises to pay interest (computed on the basis of a year of 360 days) at said office on the balance of principal from time to time remaining outstanding and unpaid hereon at the rate per annum equal at all times to the Interest Rate as defined in Section 2.1 of the Loan and Security Agreement (as defined below) on the last business day of each and every calendar quarterDecember, commencing SeptemberDecember 31, 19971998, and in each year thereafter and on the final maturity date of this Note. On demand, the Borrower promises to pay interest on any overdue principal hereof (whether by lapse of time, acceleration, or otherwise) until paid at the stated rate. This Note is issued under and subject to the terms and provisions of that certain GSB Financial Corporation Massachusetts Co-operative Bank Employee Stock Ownership Plan Trust Loan and Security Agreement bearing even date herewith by and between the Borrower and the Lender (the "Loan and Security Agreement") and this Note and the holder hereof are entitled to all the benefits and security provided for thereby by or referred to therein to which in such Loan and Security Agreement reference is hereby made for a statement thereofAgreement. This Note may be declared due prior to its express maturity and voluntary prepayments may be made hereon, all in the events, on the terms and in the manner as provided in such Loan and Security Agreement. Recourse for the payment of this Note has been limited by the provisions of the Loan and Security Agreement and this Note is expressly made subject to such provisionsprovisions notwithstanding anything contained herein to the contrary. This Note shall be governed by and construed in accordance with the laws of New York the Commonwealth of Massachusetts without regard to principles of conflicts of laws. The Borrower hereby waives presentment for payment and demand. Upon the occurrence of an Event of a Default as such term is defined in the Loan and Security Agreement, Agreement at the option of the Lender, all amounts payable by the Borrower to the Lender under the terms of this Note may immediately become due and payable by the Borrower to the Lender subject pursuant to the provisions of Section 9.2 9.3 of the Loan and Security Agreement, and the Lender shall have all of the rights, powers, and remedies available under the terms of this Note, any of the other documents evidencing and securing this Loan and all applicable laws. The Borrower and all endorsers, guarantors, and other parties who may now or in the future be primarily or secondarily liable for the payment of the indebtedness evidenced by this Note hereby severally waive presentment, protest and demand, notice of protest, notice of demand and of dishonor and non-payment of this Note and expressly agree that this Note or and any payment hereunder may be extended from time to time without in any way affecting the liability of the Borrower, guarantors and endorsers. MARINE MIDLAND BANK, and it *** its successors in trust, as Trustee under the Trust related to the GSB Financial Corporation that certain Massachusetts Co- operative Bank Employee Stock Ownership Plan By: As its: SCHEDULE B Trust effective [Date] by and between the undersigned and Massachusetts Co-operative Bank By:/s/ ____________________ FORM OF ASSIGNMENT In consideration of the loan made EXHIBIT B SECURITY AGREEMENT INSTRUMENTS OR NEGOTIABLE DOCUMENTS TO BE DEPOSITED For new value contemporaneously given by GSB Financial Corporation Massachusetts Fincorp, Inc. (the "Lender") to the trust related to undersigned ("Borrower"), the GSB Financial Corporation Employee Stock Ownership Plan (the "Trust") pursuant to the GSB Financial Corporation Employee Stock Ownership Plan Trust Loan and Security Agreement (the "Loan Agreement") of even date hereof between the Lender and the Trust, receipt whereof is hereby acknowledged and subject to the terms and conditions provisions of the Loan Agreement, which are incorporated herein by this referenceand Security Agreement described below, the undersigned Trust Borrower does hereby transfersgrant a security interest to said Lender in the instruments or negotiable documents hereafter described ("Collateral"), assigns in all of which Collateral the Borrower warrants that the Borrower has good, valid and conveys effective rights to the Under all its right, title ownership and interest in possession thereof and to those certain shares of common stock the grant the security interest hereby made: All Shares of the Lender which it shall purchase common stock, par value $.01 per share, of Massachusetts Fincorp, Inc. a Delaware corporation, acquired with the proceeds of the loan made pursuant Loan Amount. Borrower agrees to deliver said collateral to said Lender as soon as practicable after Borrower's receipt of one or more certificates therefore. Said security interest secures the payment of all indebtedness and liabilities as undertaken in the Loan Agreementand Security Agreement to which this is a part, now existing or hereafter arising, and agrees to transfer and endorse to the Lender has all the certificates representing such shares promptly upon its receipt thereofrights with respect to said Collateral and said security interest as more fully set forth in the form of secured note or notes executed and delivered by the undersigned to said Lender prior hereto or contemporaneously herewith. Dated: 1997 MARINE MIDLAND BANKThis agreement, including matters of interpretation and construction, and it the rights of the Lender and the duties and obligations of the debt hereunder are to be determined in accordance with the laws of the State of [State], particularly the Uniform Commercial Code, except where preempted by federal law. Dated at *** the ____ day of *** ***, and its successors in trust, as Trustee under the Trust related to the GSB Financial Corporation Employee Stock Ownership Plan By: As its SCHEDULE C FORM OF IRREVOCABLE PROXY In consideration of the loan made by GSB Financial Corporation (the "Lender") to the trust related to the GSB Financial Corporation Employee Stock Ownership Plan (the "Trust") pursuant to the GSB Financial Corporation that certain Massachusetts Co-operative Bank Employee Stock Ownership Plan Trust Loan effective [Date] by and Security Agreement (the "Loan Agreement") of even date hereof between the Lender undersigned and Massachusetts Co-operative Bank. By:_________________________________ [ESOP LOAN SUBSIDIARY LETTERHEAD] ________ ____, 1998 Xx. Xxxx X. Green President and Chief Executive Officer The Massachusetts Co-operative Bank 0000 Xxxxxxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxxxxxxx 00000 Dear Xx. Xxxxx: This letter confirms the Trust, and ESOP Loan Subsidiary's commitment to fund a leveraged ESOP in an amount up to $________. The commitment is subject to the following terms and conditions of the Loan Agreement, which are incorporated herein by this reference,, the undersigned Trust hereby appoints the Lender as its proxy, with power of substitution, to represent and to vote those certain shares of common stock of the Lender which it shall purchase with the proceeds of the loan made pursuant to the Loan Agreement. This proxy, when properly executed, shall be irrevocable and shall give the Lender full power and authority to vote on any and all matters for which other holders of shares of common stock of the Lender are entitled to vote. Dated: 1997 MARINE MIDLAND BANK, and it successors in trust, as Trustee under the Trust related to the GSB Financial Corporation Employee Stock Ownership Plan By: As itsconditions:

Lender's Duty of Care. It is agreed and understood that the Lender's --------------------- duty with respect to the Collateral shall be solely to use reasonable care in the custody and preservation of the Collateral in the Lender's possession, which shall not include any steps necessary to preserve rights against other prior parties. All provisions in this Agreement shall be construed so as to maintain (i) the ESOP as a qualified leveraged employee stock ownership plan under Sections 401(a) and 4975(e)(7) of the Code, (ii) the Trust as exempt from taxation under Section 501 (a501(a) of the Code, and (iii) the Loan as an "exempt loan" under the Exempt Loan Rules. Upon your acceptance hereof in the manner hereinafter set forth, this Agreement shall constitute a contract between us for the uses and purposes hereinabove set forth. Dated as of this 12TH _____ day of June 1997______________________, 1998. MARINE MIDLAND BANK, ________________________ and it its successors in trust, as Trustee under the Trust related to the GSB Financial Corporation that certain First Savings Bank, SLA Employee Stock Ownership Plan Trust effective _____________________, 199__ by and between the undersigned and First Savings Bank, SLA. By: /s/ Xxxxx XxXxxxxx ___________________________ Accepted and agreed to at GoshenWoodbridge, New York Jersey as of the date last above written. GSB FINANCIAL CORPORATION By: /s/ Xxxxxxxx X. Xxxxxx, Xx. ___________________________ DRAFT EXHIBIT A PROMISSORY NOTE Amount Sufficient to Satisfy Loan Amount Goshen$ __________ Woodbridge, New York 1997 Jersey _________________, 1998 For VALUE RECEIVED, the undersigned, MARINE MIDLAND BANK[TRUSTEE], not individually but solely as Trustee under the trust related to the GSB Financial Corporation that certain First Savings Bank, SLA Employee Stock Ownership Plan Trust effective _________________, 199__ by and between the undersigned (which trust shall be referred to as the "Borrower")) and First Savings Bank, SLA promises to pay to the order of GSB FINANCIAL CORPORATIONFirst Source Bancorp, a Delaware Corporation Inc. (the "Lender") at its office at Xxx Xxxxx 0000 Xxxxxxxxxx Xxxxxx XxxxxxXxxxx, XxxxxxXxxxxxxxxx, Xxx Xxxx Xxxxxx 00000, the principal sum of _____________________________________________ ($_______________ ), if less, the aggregate principal amount of the loan made to the Borrower under Section 1. 1 1.1 of the Loan and Security Agreement hereinafter referred to in forty ________ (__) consecutive annual equal quarterly installments consisting of both principal installmentsand interest, together with all accrued interest on amortized over such period in an amount sufficient to repay the unpaid principal sumLoan plus interest, payable quarterly annually commencing on the last business day of September_________________, 19971998, and on the last business day of each and every calendar quarter _______________in each year thereafter, except that the final installment in the amount of all principal and interest not sooner paid shall be due on June 30______________________, 2007200__, the final maturity hereof. Each such principal installment shall equal the unpaid principal balance on-the due date of the installment multiplied by a fraction, the numerator of which shall be one and the denominator of which shall be the number of installments remaining under this Note, including the installment which is due in the current calendar quarter. The Borrower promises to pay interest (computed on the basis of a year of 360 days) at said office on the balance of principal from time to time remaining outstanding and unpaid hereon at the rate per annum equal at all times to the Interest Rate as defined in Section 2.1 10.3 of the Loan and Security Agreement (as defined below) on the last business day of each and every calendar quarterand, __________________, commencing September_________________, 19971998, and in each year thereafter and on the final maturity date of this Note. On demand, the Borrower promises to pay interest on any overdue principal hereof (whether by lapse of time, acceleration, or otherwise) until paid at the stated rate. This Note is issued under and subject to the terms and provisions of that certain GSB Financial Corporation First Savings Bank, SLA Employee Stock Ownership Plan Trust Loan and Security Agreement bearing even date herewith by and between the Borrower and the Lender (the "Loan and Security Agreement") and this Note and the holder hereof are entitled to all the benefits and security provided for thereby or referred to therein to which Loan and Security Agreement reference is hereby made for a statement thereof. This Note may be declared due prior to its express maturity and voluntary prepayments may be made hereon, all in the events, on the terms and in the manner as provided in such Loan and Security Agreement. Recourse for the payment of this Note has been limited by the provisions of the Loan and Security Agreement and this Note is expressly made subject to such provisions. This Note shall be governed by and construed in accordance with the laws of New York Jersey without regard to principles of conflicts of laws. The Borrower hereby waives presentment for payment and demand. Upon the occurrence of an Event of Default as such term is defined in the Loan and Security Agreement, Agreement at the option of the Lender, all amounts payable by the Borrower to the Lender under the terms of this Note may immediately become due and payable by the Borrower to the Lender subject pursuant to the provisions of Section 9.2 of the Loan and Security Agreement, and the Lender shall have all of the rights, powers, and remedies available under the terms of this Note, any of the other documents evidencing and securing this Loan and all applicable laws. The Borrower and all endorsers, guarantors, and other parties who may now or in the future be primarily or secondarily liable for the payment of the indebtedness evidenced by this Note hereby severally waive presentment, protest and demand, notice of protest, notice of demand and of dishonor and non-payment of this Note and expressly agree that this Note or any payment hereunder may be extended from time to time without in any way affecting the liability of the Borrower, guarantors and endorsers. MARINE MIDLAND BANK, ______________________and it its successors in trust, as Trustee under the Trust related to the GSB Financial Corporation that certain First Savings Bank, SLA Employee Stock Ownership Plan Trust effective ___________, 199__ by and between the undersigned and First Savings Bank, SLA. By: As its: SCHEDULE ________________________ DRAFT EXHIBIT B FORM OF ASSIGNMENT In consideration of the loan made SECURITY AGREEMENT INSTRUMENTS OR NEGOTIABLE DOCUMENTS TO BE DEPOSITED For new value contemporaneously given by GSB Financial Corporation First Source Bancorp, Inc., (the "Lender") to the trust related undersigned ("Borrower"), the receipt whereof is hereby acknowledged, the Borrower does hereby grant a security interest to said Lender in the instruments or negotiable documents hereafter described ("Collateral"), in all of which Collateral the Borrower warrants that the Borrower has good, valid and effective rights to the GSB Financial Corporation Employee Stock Ownership Plan (the "Trust") pursuant ownership and possession thereof and to the GSB Financial Corporation Employee Stock Ownership Plan Trust grant of the security interest hereby made: ______________ shares of the common stock, par value $.01 per share, of First Source Bancorp, Inc., a Delaware corporation. Borrower agrees to deliver said collateral to said Lender not later than the close of business on ___________________, 1998, said date being within 10 days from the date hereof. Said security interest secures the payment of all indebtedness and liabilities as undertaken in the Loan and Security Agreement (to which this is a part, now existing or hereafter arising, and the "Loan Agreement") Lender has all the rights with respect to said Collateral and said security interest as more fully set forth in the form of even date hereof between secured note or notes executed and delivered by the undersigned to said Lender prior hereto or contemporaneously herewith. This agreement, including matters of interpretation and construction, and the rights of the Lender and the Trustduties and obligations of the debt hereunder are to be determined in accordance with the laws of the State of New Jersey, particularly the Uniform Commercial Code, except where preempted by federal law. Dated at Woodbridge, New Jersey the ______ day of ________________, 1998. [TRUSTEE], and subject to the terms and conditions of the Loan Agreement, which are incorporated herein by this reference, the undersigned Trust hereby transfers, assigns and conveys to the Under all its right, title and interest in and to those certain shares of common stock of the Lender which it shall purchase with the proceeds of the loan made pursuant to the Loan Agreement, and agrees to transfer and endorse to the Lender the certificates representing such shares promptly upon its receipt thereof. Dated: 1997 MARINE MIDLAND BANK, and it successors in trust, as Trustee under the Trust related to the GSB Financial Corporation that certain First Savings Bank, SLA Employee Stock Ownership Plan By: As its SCHEDULE C FORM OF IRREVOCABLE PROXY In consideration of the loan made Trust effective ___________________, 199__, by GSB Financial Corporation (the "Lender") to the trust related to the GSB Financial Corporation Employee Stock Ownership Plan (the "Trust") pursuant to the GSB Financial Corporation Employee Stock Ownership Plan Trust Loan and Security Agreement (the "Loan Agreement") of even date hereof between the Lender undersigned and the TrustFirst Savings Bank, and subject to the terms and conditions of the Loan Agreement, which are incorporated herein by this reference,, the undersigned Trust hereby appoints the Lender as its proxy, with power of substitution, to represent and to vote those certain shares of common stock of the Lender which it shall purchase with the proceeds of the loan made pursuant to the Loan Agreement. This proxy, when properly executed, shall be irrevocable and shall give the Lender full power and authority to vote on any and all matters for which other holders of shares of common stock of the Lender are entitled to vote. Dated: 1997 MARINE MIDLAND BANK, and it successors in trust, as Trustee under the Trust related to the GSB Financial Corporation Employee Stock Ownership Plan By: As its:SLA.