Exhibit 10

PROVIDENT BANK

401(K) PLAN

PROVIDENT BANK

401(K) PLAN

THIS AGREEMENT is made and entered into as of the 28th day of August 2003, between PROVIDENT BANK (hereafter referred to as the “Sponsor”) and GEORGE STRAYTON, DANIEL ROTHSTEIN and ROBERT SANSKY (hereafter collectively referred to as the Trustee).

W I T N E S S E T H:

WHEREAS, the Sponsor originally established a Code §401(k) plan (hereafter referred to as the “Plan”), effective August 1, 1991, in order to provide retirement and other incidental benefits to Employees who are eligible to participate therein; and

WHEREAS, in accordance with the terms of the Plan, the Sponsor has the ability at any time, and from time to lime, to amend the Plan;

NOW, THEREFORE, effective August 1, 1997 (except for those specific provisions that have an earlier effective date), the Sponsor hereby amends and restates the Plan in its entirety in order to comply with the requirements of the Employee Retirement Income Security Act of 1974 and the Internal Revenue Code of 1986, as amended by the Uruguay Round Agreements Act, the Small Business Job Protection Act of 1996, the Taxpayer Relief Act of 1997, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Internal Revenue Service Restructuring and Reform Act of 1998, the Community Renewal Tax Relief Act of 2000, and all applicable rulings and regulations issued thereunder, and the Trustee accepts the Plan under the following terms and conditions:

ARTICLE 1

DEFINITIONS

The term ACP means the Average Contribution Percentage as defined in Section 1.10(c). The term ACP Test means the Average Contribution Percentage Test.

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The term Actual Deferral Percentage Test (or ADP Test) means either of the following nondiscrimination tests for Elective Deferrals: (1) the ADP for Participants who are HCEs will not exceed the ADP for Participants who are NHCEs multiplied by 1.25; or (2) the ADP for Participants who are HCEs will not exceed the ADP for Participants who are NHCEs multiplied by 2.0, provided that the ADP for Participants who are HCEs does not exceed the ADP for Participants who are NHCEs by more than 2 percentage points. The ADP Test for any Plan Year will be determined in accordance with the following provisions:

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The term ADP means the Actual Deferral Percentage as defined in Section 1.2(c). The term ADP Test means the Actual Deferral Percentage Test.

The term Administrator means the Employer unless another Administrator is appointed by the Employer pursuant to the provisions of Section 8.1 of the Plan.

The term Adopting Employer means any entity that adopts this Plan with the consent of the Sponsor. An Employee’s transfer to or from any Employer or Adopting Employer will not affect his or her Participant’s Account balance, total Years of Service and total Years of Service as a Participant. All Adopting Employers will be subject to the following provisions:

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The term Affiliated Employer means any of the following of which the Employer is a part: (1) a controlled group of corporations as defined in Code §414(b); (2) a trade or business (whether or not incorporated) under common control under Code §414(c); (3) any organization (whether or not incorporated) which is a member of an affiliated service group under Code §414(m); and (4) any other entity required to be aggregated under Code §414(o).

Notwithstanding any other provision of the Plan to the contrary, the National Bank of Florida shall be an Affiliated Employer solely for purposes of determining a participant’s Years of Service for Plan participation eligibility and vesting purposes.

The term Age means an Employee’s actual attained age.

The term Anniversary Date means December 31st.

The term Annuity Starting Date means the first day of the first period for which an amount is paid as an annuity, or, in the case of a benefit not payable as an annuity, the first day all events have occurred which entitle the Participant to such benefit. The first day of the first period for which a benefit is to be received by reason of Disability will be treated as the Annuity Starting Date only if such benefit is not an auxiliary benefit.

The term Average Contribution Percentage (or ACP) Test means the greater of one of the following nondiscrimination tests for Matching Contributions and Employee contributions: (1) the ACP for Participants who are HCEs will not exceed the ACP for Participants who are NHCEs multiplied by 1.25; or (b) the ACP for Participants who are HCEs will not exceed the ACP for Participants who are NHCEs multiplied by 2.0, provided that the ACP for Participants who are HCEs does not exceed the ACP for Participants who are NHCEs by more than 2 percentage points. The ACP Test for any Plan Year will be determined in accordance with the following:

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The term Beneficiary means the recipient designated by the Participant to receive the Plan benefits payable upon the death of the Participant, or the recipient designated by a Beneficiary to receive any benefits which may be payable in the event of the Beneficiary’s death prior to receiving the entire death benefit to which the Beneficiary is entitled. All such Beneficiary designations will be made in accordance with the following provisions:

The term Break in Service means a Plan Year during which an Employee does not complete more than 500 Hours of Service. If a Plan Year is less than 12 months, the 500 Hours of Service requirement will be proportionately reduced. Notwithstanding the foregoing, a Participant, who incurs a Break in Service but does not terminate employment with the Employer will continue to be eligible to make Elective Deferrals to the Plan, but will no longer be eligible to receive an allocation of any other Employer contributions (including Matching Contributions notwithstanding Section 1.22(a) to the contrary).

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The term Code means the Internal Revenue Code of 1986, as amended, and the regulations and rulings promulgated thereunder by the Internal Revenue Service.

The term Code §3401 Compensation means wages within the meaning of Code §3401(a) that are actually paid or made available in gross income for the purposes of income tax withholding at the source but determined without regard to any rules under Code §3401 that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Code §3401(a)(2)).

The term Code §415 Compensation means Earned Income, wages, salaries, fees for professional services and other amounts received (without regard to whether or not an amount is paid in cash) for personal services actually rendered in the course of employment with the Employer maintaining the Plan, including, but not limited to, commissions paid salespersons, compensation for services based on a percentage of profits, commissions on insurance premiums, tips, bonuses, fringe benefits, and reimbursements, or other expense allowances under a non-accountable plan as described in IRS regulation §1.62-2(c). A Participant’s Code §415 Compensation will be determined subject to the following provisions:

The term Compensation means amounts received by a Participant from the Employer during a Compensation Determination Period, determined subject to the following provisions:

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The term Disability means a physical or mental condition arising after an Employee has become a Participant that totally and permanently prevents the Participant from performing his or her customary duties for the Employer. The determination as to whether a Participant has suffered a Disability will be made by a physician acceptable to the Administrator.

There is no Early Retirement Age under the Plan.

The term Earned Income means net earnings from self-employment in the trade or business with respect to which the Plan is established and for which personal services of the individual are a material income-producing factor. Net earnings (1) will be determined without regard to items not included in gross income and the deductions allocable thereto, and for taxable years beginning after December 31, 1989, with regard to the deduction allowed by Code §164(f); and (2) will be reduced by deductible Employer contributions to a qualified retirement plan for taxable years beginning after December 31,1989.

The term Elective Deferrals means Employer contributions made to the Plan at the election of the Participant in lieu of cash compensation, and will include contributions made pursuant to a salary reduction agreement or other deferral mechanism, as follows:

The term Elective Deferral Account means the sub-account of a Participant’s Account to which the Participant’s Elective Deferrals are credited.

The term Eligible Participant means a Participant eligible in accordance with the following provisions to receive an allocation of any Matching Contributions, Non-Elective Contributions and Forfeitures that are allocable for the Plan Year:

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The term Employee means (a) any person reported on the payroll records of the Employer as an employee who is deemed by the Employer to be a common law employee; (b) except for determining eligibility to participate in this Plan, any person reported on the payroll records of an Affiliated Employer of the Sponsor or an Adopting Employer as an employee who is deemed by the Affiliated Employer to be a common law employee, even if the Affiliated Employer is not an Adopting Employer; (c) any Self-Employed Individual who derives Earned Income from the Employer; (d) any Owner-Employee; and (e) any person who is considered a Leased Employee but who (1) is not covered by a plan described in Code §414(n)(5), or (2) is covered by a plan . described in Code §414(n)(5), but Leased Employees constitute more than 20% of the Employer’s non-highly compensated workforce. However, the term Employee will not include any individual who is not reported on the payroll records of the Employer or an Affiliated Employer as a common law employee. If such person is later determined by the Sponsor or by a court or governmental agency to be or to have been an Employee, he or she will only be eligible for

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participation prospectively and may participate in the Plan as of the next entry date in Section 2.2 following such determination and after the satisfaction of all other eligibility requirements.

The term Employer means the Sponsor, any Adopting Employer, and any direct predecessor business entity of the Sponsor or an Adopting Employer that was or would have been considered an Affiliated Employer of the Sponsor or an Adopting Employer. Where applicable, such as in determining Hours of Service, Periods of Service and Years of Service, the term Employer or Adopting Employer will also mean any business entity that was an Adopting Employer. As to any Employee, the term Employer at the time of reference means the employer of such Employee.

The term ERISA means the Employee Retirement Income Security Act of 1974, as amended, and the regulations and rulings promulgated thereunder.

The term Excess Aggregate Contributions means, with respect to any Plan Year, the excess of (1) the aggregate Contribution Percentage Amounts used in computing the numerator of the Contribution Percentage actually made on behalf of Participants who are Highly Compensated Employees for such Plan Year, over (2) the maximum Contribution Percentage Amounts permitted by the ACP Test (determined by hypothetically reducing contributions made on behalf of Participants who are Highly Compensated Employees in order of their Contribution Percentages beginning with the highest of such percentages). Such determination will be made after first determining Excess Elective Deferrals and then determining Excess Contributions. The terms Average Contribution Percentage, Contribution Percentage and Contribution Percentage Amount are defined in Sections 1.10(c), 1.10(d) and 1.10(e).

The term Excess Contributions means, with respect to any Plan Year, the excess of the aggregate amount of Employer contributions actually taken into account in computing the ADP of Participants who are Highly Compensated Employees for such Plan Year, over the maximum amount of such contributions permitted by the ADP Test (determined by hypothetically reducing contributions made for Participants who are Highly Compensated Employees in order of their ADPs, beginning with the highest of such percentages).

The term Excess Elective Deferrals means Elective Deferrals that are includible in a Participant’s gross income under Code §402(g) to the extent such Participant’s Elective Deferrals for a taxable year exceed the dollar limit under such Code Section.

The term Fiduciary means any individual or entity which exercises any discretionary authority or control over the management of the Plan or over the disposition of the assets of the Plan; renders investment advice for a fee or other compensation (direct or indirect); has any discretionary authority or responsibility over Plan administration; or acts to carry out a fiduciary responsibility, when designated by a named Fiduciary pursuant to authority granted by the Plan; subject, however, to any exception granted directly or indirectly by the provisions of ERISA or any applicable regulations. The Sponsor is the “named Fiduciary” for purposes of ERISA §402(a)(2).

The term Fiscal Year means the Employer’s accounting year beginning October 1st and ending the following September 30th.

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The term Forfeiture means the amount by which a Participant’s Account balance exceeds his or her Vested Interest upon the earlier to occur of (1) the date the Participant receives a distribution of his or her Vested Interest under Article 5; or (2) the date the Participant incurs 5 consecutive Breaks in Service after Termination of Employment. No Forfeitures will occur solely as a result of the withdrawal of a Participant’s own contributions to the Plan or a Participant’s transfer to an Affiliated Employer or Adopting Employer. All Forfeitures will be placed in the Forfeiture Account pending allocation pursuant to Section 3.4.

The term Form W-2 Compensation means wages within the meaning of Code §3401 (a) and all other payments of compensation actually paid or made available in gross income to an Employee by the; Employer in the course of the Employer’s trade or business for which the Employer is required to furnish the Employee a Form W-2 under Code §604 l(d), §6051(a)(3) and §6052. Compensation must be determined without regard to any rules under Code §3401(a) limiting remuneration included in wages based on the nature or location of the employment or services performed (such as the exception for agricultural labor in Code §3401(a)(2)).

The term HCE means a Highly Compensated Employee.

The term Highly Compensated Employee means, for Plan Years beginning after December 31, 1996, any Employee who during the Plan Year or during the look-back year was a 5% owner as defined in Code §416(0(1), or who for the look-back year had Code §415 Compensation in excess of $80,000 as adjusted in accordance with Code §415(d) (except that the base year will be the calendar quarter ending September 30, 1996). In determining who is a highly compensated former Employee, the rules for determining Highly Compensated Employee status as in effect for the Plan Year or look-back year for which the determination is being made (in accordance with temporary regulation 1.414(q)-lT, A-4 and Notice 97-45) will be applied. In determining if an Employee is a Highly Compensated Employee for Plan Years beginning in 1997, the amendments to Code §414(q) are deemed to have been in effect for years beginning in 1996. If the Employer maintains more than one qualified retirement plan, the definition of Highly Compensated Employee must be consistently applied to all such plans.

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The team Hour of Service means, with respect to any provision of the Plan in which service is determined by reference to an Employee’s Periods of Service, each hour for which an Employee is paid, or is entitled to payment, by the Employer or an Affiliated Employer for the performance of duties. With respect to any provision of the Plan in which service is determined by reference to an Employee’s Years of Service, the term Hour of Service means the following:

The term Key Employee means any Employee, Former Employee, deceased Employee, or Beneficiary who at any time during the Plan Year containing the Determination Date for the Plan Year in question or any of the prior 4 Plan Years was one of the following:

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The term Leased Employee means, for Plan Years beginning on or after January 1, 1997, any person within the meaning of Code §414(n)(2) and §414(o) who is not reported on the payroll records of the Employer as a common law employee and who provides services to the Employer if (a) the services are provided under an agreement between the Employer and a leasing organization; (b) the person has performed services for the Employer or for the Employer and related persons as determined under Code §414(n)(6) on a substantially full time basis for a period of at least one year; and (c) the services are performed under the primary direction and control of the Employer. Contributions or benefits provided to a Leased Employee by the leasing organization attributable to services performed for the Employer will be treated as provided by the Employer. A Leased Employee will not be considered an Employee of the recipient if he is covered by a money purchase plan providing (a) a non-integrated Employer contribution rate of at least 10% of Code §415 Compensation, including amounts contributed by the Employer pursuant to a salary reduction agreement which are excludable from the Leased Employee’s gross income under a cafeteria plan covered by Code §125, a cash or deferred plan under Code §401 (k), a SEP under Code §408(k) or a tax-deferred annuity under Code §403(b), and also including, for Plan Years beginning on or after January 1, 2001, any elective amounts that are not includible in the gross income of the Leased Employee because of Code §132(f)(4); (b) immediate participation; and (c) full and immediate vesting. This exclusion is only available if Leased Employees do not constitute more than 20% of the recipient’s non-highly compensated work force.

The term Limitation Year means the Plan Year.

The term Matching Contribution means an Employer contribution made to this or any other defined contribution plan on behalf of a Participant on account of Voluntary Employee Contributions made by such Participant, or on account of a Participant’s Elective Deferral, under a Plan maintained by the Employer.

The term Matching Contribution Account means the sub-account of a Participant’s Account to which Matching Contributions are credited.

The term Maternity or Paternity Leave means that an Employee is absent from work because of the Employee’s pregnancy; because of the birth of the Employee’s child; because of the placement of a child with the Employee in connection with the adoption of such child by the Employee; or because of the need to care for such child for a period beginning immediately following the child’s birth or placement as set forth above.

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The term NHCE means a Non-Highly Compensated Employee.

The term Non-Highly Compensated Employee means any Employee who is not a Highly Compensated Employee.

The term Non-Key Employee means any Employee who is not a Key Employee.

The term Normal Retirement Age means the date a Participant reaches Age 65. There is no mandatory retirement age.

The term Normal Retirement Date means the first day of the month coinciding with or next following the date a Participant reaches Normal Retirement Age.

The term Owner-Employee means (1) in the case of an Employer or Affiliated Employer which is an unincorporated trade or business, an individual who owns the entire interest in such Employer or Affiliated Employer; and (2) in the case of an Employer or Affiliated Employer which is a partnership, an individual who owns more than 10% of either the capital interest or the profit interest in such Employer or Affiliated Employer.

The term Participant means any Employee who has met the eligibility and participation requirements of the Plan. However, an individual who is no longer an Employee will not be deemed a Participant if his or her entire Plan benefit (a) is fully guaranteed by an insurance company and is legally enforceable at the sole choice of such individual against such insurance company, provided that a contract, Policy, or certificate describing the benefits to which such individual is entitled under the Plan has been issued to such individual; or (b) is paid in a lump sum distribution which represents such individual’s entire interest in the Plan; or (c) is paid in some other form of distribution and the final payment thereunder has been made.

The term Participant’s Account means the account to which is credited a Participant’s share of Employer contributions, Forfeitures (if any) that are allocated under Section 3.4, investment earnings or losses allocated under Section 3.3, and the proceeds of insurance Policies (if any) that are purchased on a Participant’s life under Section 7.13. Each Participant’s Account will be divided into the following Employer contribution sub-accounts for accounting purposes: the Elective Deferral Account, and if applicable, the Matching Contribution Account, the Qualified Matching Contribution Account, the Non-Elective Contribution Account, the Qualified Non-Elective Contribution Account, and any other sub-accounts as the Administrator may determine necessary from time to time.

The term Permissive Aggregation Group means a Required Aggregation Group plus any Employer plan(s) which when considered as a group with the Required Aggregation Group would continue to satisfy Code §401(a)(4) and §410.

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The term Plan means this plan and trust agreement, which is named the Provident Bank 401(k) Plan.

The term Plan Year means the Plan’s accounting year beginning January 1st and ending the following December 31st.

The term Policy means a life insurance policy or annuity contract purchased pursuant to the provisions of Section 7.13 of the Plan.

The term QMAC means a Qualified Matching Contribution.

The term QNEC means a Qualified Non-Elective Contribution.

The term Qualified Matching Contribution means a Matching Contribution that (a) is used for the purpose of satisfying the ADP Test or the ACP Test; (b) a Participant may not elect to receive in cash until distributed from the Plan; and (c) is subject to the distribution and nonforfeitability requirements of Code §401(k) when made to the Plan.

The term Qualified Non-Elective Contribution means a contribution (other than a Matching Contribution or a Qualified Matching Contribution) that is made by the Employer that (a) is used for the purpose of satisfying the ADP Test or the ACP Test; (b) a Participant may not elect to receive in cash until distributed from the Plan; and (c) is subject to the distribution and nonforfeitability requirements of Code §401(k) when made to the Plan. Qualified Non-Elective Contributions may be considered in determining the Top Heavy Minimum Contribution under Section 3.5. For any Plan Year in which the Employer elects Current Year Testing under Sections 1.2 and/or. 1.10, in lieu of distributing Excess Contributions under Section 5.20 or Excess Aggregate Contributions under Section 5.21, the Employer may make a Qualified Non-Elective Contribution on behalf of Participants in an amount sufficient to satisfy the ADP Test and/or the ACP Test, to the extent permitted in Sections 1.2 and 1.10.

The term Required Aggregation Group means (a) each qualified deferred compensation Plan of the Employer in which at least one Key Employee participates or participated at any time during the determination period (regardless of whether the plan has terminated), and (b) any other qualified deferred compensation plan of the Employer which enables a plan described in (a) to meet the requirements of Code §401(a)(4) or §410.

The term Required Beginning Date means, for Plan Years beginning on or after January 1, 1997, for a Participant who is not a 5% owner, April 1st of the calendar year following the later of the calendar year in which the Participant reaches Age 70  ¹ / 2 or the calendar year in which the Participant actually retires. For a Participant who is a 5% owner, the term Required Beginning Date means April 1st of the calendar year following the calendar year in which the Participant reaches Age 70  ¹ / 2 . A Participant will be treated as a 5% owner if he or she is a 5% owner as defined in Code §416 at any time during the Plan Year ending with or within the calendar year in

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which such Participant reaches Age 70  ¹ / 2 . Once distributions have begun to a 5% owner, they must continue even if the Participant ceases to be a 5% owner in a subsequent year. Notwithstanding the foregoing to the contrary, however, a Participant may have a later Required Beginning Date determined as follows:

The term Rollover Account means the account to which a Participant’s Rollover Contributions (if permitted under Section 3.6) are allocated. A Participant will at all times have a 100% Vested Interest in all amounts credited to his or her Rollover Account.

The term Rollover Contribution means an amount transferred to this Plan (a) in a trustee to trustee transfer from another qualified plan; (b) from another qualified plan as a distribution eligible for tax free rollover treatment and which is transferred by the Participant to this Plan within 60 days following his receipt thereof; (c) from a conduit individual retirement account if the only assets therein were previously distributed to the Participant by another qualified plan as a distribution eligible for a tax free rollover within 60 days of receipt thereof and earnings on the assets; or (d) from a conduit individual retirement account meeting the requirements of (a) and transferred to this Plan within 60 days of receipt thereof. The Plan will not accept a Rollover Contribution under clause (a) which is subject at the time of transfer to the Qualified Joint and Survivor Annuity and Qualified Pre-Retirement Survivor Annuity requirements of Code §401(a)(11).

The term Self-Employed Individual means anyone who owns an interest (other than stock) in the Employer and has Earned Income for the Plan Year or who would have had Earned Income but for the fact the Employer had no net profits for the Plan Year.

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The term Shareholder-Employee means, in the case of an Employer or Affiliated Employer which is an electing small business corporation, an individual who is an employee or officer of such electing small business corporation and owns, or is considered as owning within the meaning of Code §318(a)(l), on any day during the taxable year of such corporation, more than 5% of the outstanding stock of the corporation.

The term Sponsor means Provident Bank (and any successor thereto that elects to assume sponsorship of this Plan).

The term Spouse means the person to whom a Participant is legally married.

The term Termination of Employment means that a Participant has ceased to be an Employee for reasons other than retirement, death, or Disability.

The term Terminated Participant means a Participant who has ceased to be an Employee for reasons other than retirement, death or Disability.

The term Top Heavy means for any Plan Year beginning after December 31, 1983 (a) that the Top Heavy Ratio exceeds 60% and the Plan is not part of a Required Aggregation Group or Permissive Aggregation Group; or (b) that the Plan is a part of a Required Aggregation Group but not a Permissive Aggregation Group and the Top Heavy Ratio for the group exceeds 60%; or (c) that the Plan is a part of a Required Aggregation Group and a Permissive Aggregation Group and the Top Heavy Ratio for the Permissive Aggregation Group exceeds 60%.

The term Top Heavy Minimum Allocation means an amount of Employer contributions and Forfeitures equal to 3% of an Employee’s Compensation (or such higher or lesser percentage of Compensation as may otherwise be indicated in Section 3.5).

In determining if this Plan is Top Heavy or Super Top Heavy, the Top Heavy Ratio will be determined in accordance with the following provisions:

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The term Trustee means the person(s) or entity named as trustee or trustees in this Plan, or in any superceding trust under Section 7.16, and any successor to such Trustee or Trustees.

The term Trust Fund or Trust means the assets of the Plan.

Except as otherwise provided in paragraph (c) of the definition of Top Heavy Ratio, the term Valuation Date means the date on which the Trustee determines the value of the Trust Fund. The Trust Fund must be valued at least annually as of the last day of the Plan Year, but the

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Administrator can elect to have all or any portion of the assets of the Trust Fund valued more frequently, including, but not limited to, semi-annually, quarterly, monthly, or daily.

The term Vested Aggregate Account means the aggregate amount in a Participant’s Account, Rollover Account (if any), Voluntary Employee Contribution Account (if any), and any other accounts as the Administrator may determine necessary from time to time, in which the Participant has a Vested Interest.

The terms Vested, Vested Interest, and Vesting mean a Participant’s nonforfeitable percentage in an account maintained on his or her behalf under the terms of the Plan. A Participant’s Vested Interest in his or her Participant’s Account will be determined under the provisions of Section 4.6.

The term Voluntary Employee Contribution means a non-deductible contribution made to the Plan by a Participant.

The term Voluntary Employee Contribution Account means the account to which a Participant’s Voluntary Employee Contributions are allocated. A Participant will at all times have a 100% Vested Interest in all amounts credited to his or her Voluntary Employee Contribution Account.

The term Year of Service means a 12-consecutive month computation period during which an Employee (or Participant) completes a specified number of Hours of Service for either the Employer or an Affiliated Employer (or any business entity which was an Adopting Employer), determined in accordance with the following provisions:

Former employees of the National Bank of Florida shall be credited with all Years of Service incurred on behalf of such employer for purposes of determining their eligibility to participate in the Plan.

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Former employees of the National Bank of Florida shall he credited with all Years of Service incurred on behalf of such employer for purposes of determining the vested percentage of their Plan accounts.

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ARTICLE 2

PLAN PARTICIPATION

Any Employee who was a Participant on July 31, 1997 will be eligible to continue as a Participant. Any employee of the National Bank of Florida who was a participant in the National Bank of Florida Profit Sharing Plan as of April 24,2002 will be eligible to participate in the Plan.

Any Employee who was not a Participant on July 31, 1997 and is in an eligible class of Employees as described in paragraphs (a), (b) and (c) below, and who for purposes of this Article 2 is hereafter referred to as an Eligible Employee, will become eligible to enter the Plan as a Participant on the applicable entry date described in Section 2.2 in accordance with the following provisions:

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An Eligible Employee who has satisfied the eligibility requirements set forth in Section 2.1 will enter the Plan as a Participant in accordance with the following provisions:

Employees who have satisfied the eligibility requirements set forth in Section 2.1 may waive participation in the Plan by providing the Employer with written notice of such an election at least thirty (30) days prior to the beginning of any Plan Year.

If an Employee terminates employment and is re-employed by the Employer or an Affiliated Employer, his or her Years of Service for purposes of eligibility (as well as the time such Employee enters or re-enters the Plan as a Participant) will be determined in accordance with the rules described in the definition of Years of Service.

If any Employee who should have been included as a Participant is erroneously excluded from the Plan in any Plan Year and discovery of such omission is not made until after a contribution for that Plan Year has been allocated, the Employer will correct the omission so that the omitted Employee receives the same amount which the Employee would have received had he or she not been omitted. Such omission can be corrected by one or more of the following methods: (a) by making an additional contribution to the Plan on behalf of the omitted Employee; (b) by allocating any available Forfeitures on behalf of the omitted Employee; and/or (c) by any other method of correction permitted under Revenue Procedure 2000-16 or any subsequent Revenue Procedure or guidance issued by the Internal Revenue Service.

If any person who should not have been included as a Participant is erroneously included in any Plan Year and discovery of that incorrect inclusion is not made until after a contribution for that Plan Year has been allocated, and such ineligible Employee has not received a distribution of the amount erroneously allocated to him or her, then the amount erroneously contributed with respect to the ineligible Employee cannot be refunded to the Employer and will be applied as a Forfeiture (other than Elective Deferrals, which will be distributed to the ineligible Employee) for the Plan Year in which the error is discovered.

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ARTICLE 3

CONTRIBUTIONS AND ALLOCATIONS

Each Plan Year the Employer will make a contribution to the Plan, the amount of which will be determined in accordance with the following provisions:

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Subject to the Top Heavy allocation requirements under Section 3.5 and the Code §415 limitations of Article 6, each Eligible Participant’s share of the various types of Employer contributions made under the Plan will be allocated to his or her Participant’s Account in accordance with the following provisions:

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As of each Valuation Date, accounts which have not been distributed since the prior Valuation Date will have the net income of the Trust Fund earned since the prior Valuation Date allocated in accordance with such rules and procedures as may be established by the Administrator, and applied in a uniform and nondiscriminatory manner; or accounts will be valued and adjusted as hereinafter set forth in this Section. Net income is the net of any interest, dividends, unrealized appreciation and depreciation, capital gains and losses, and investment expenses of the Trust Fund determined on each Valuation Date.

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The Administrator may elect each Plan Year to first use all or any portion of the Forfeiture Account to pay administration costs of the Plan, and/or to restore previously forfeited Account balances as provided under Section 5.7 or Section 5.13. Subject to the Top Heavy allocation requirements under Section 3.5 and the Code §415 limitations of Article 6, any remaining Forfeitures will be used by the Administrator in the following manner:

In any Top Heavy Plan Year in which a Key Employee receives an allocation of Employer contributions or Forfeitures, each Employee who is described in paragraph (a) below will receive the Top Heavy benefit required under the provisions of Code §416, such benefit to be determined in accordance with the following provisions:

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Subject to any rules or procedures that may be established by the Administrator under paragraph (f) below, any Employee who is in an eligible class of Employees, regardless of whether such Employee has satisfied the Plan’s eligibility requirements, may, with the consent of the Administrator, make Rollover Contributions to the Plan. Rollover Contributions will be allocated to a Participant’s Rollover Account and, subject to any rules or procedures established hereunder, will be administered in accordance with the following provisions:

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Voluntary Employee Contributions are not currently permitted.

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ARTICLE 4

PLAN BENEFITS

Every Participant who has reached Normal Retirement Age will be entitled upon termination of employment to receive his or her Vested Aggregate Account balance determined as of the most recent Valuation Date coinciding with or immediately preceding the date of distribution. Distribution will be made under Section 5.1.

A Participant who has reached Normal Retirement Age and who remains employed by the Employer will continue to participate in the Plan and will continue to receive allocations under Article 3 until he or she terminates employment with the Employer, at which time the Participant will be entitled to his or her Vested Aggregate Account balance determined as of the most recent Valuation Date coinciding with or immediately preceding the date of distribution. Distribution will be made under Section 5.1.

Upon the death of a Participant prior to Termination of Employment, or upon the death of a Terminated Participant prior to distribution of his or her Vested Aggregate Account, his or her Beneficiary will be entitled to the Participant’s Vested Aggregate Account balance determined as of the most recent Valuation Date coinciding with or immediately preceding the date of distribution. If any Beneficiary who is alive on the date of the Participant’s death dies before receiving the entire death benefit to which he or she is entitled, the balance of the death benefit will be distributed to the Beneficiary’s beneficiary in accordance with Section 5.2. The Administrator’s determination that a Participant has died and that a particular person has a right to receive a death benefit will be final. Distribution will be made in accordance with Section 5.2.

If a Participant suffers a Disability prior to Termination of Employment and terminates employment with the Employer as a result of that Disability, or if a Terminated Participant suffers a Disability prior to a distribution of his or her Vested Aggregate Account balance, he or she will be entitled to his or her Vested Aggregate Account balance determined as of the most recent Valuation Date coinciding with or immediately preceding the date of distribution. Distribution will be made in accordance with Section 5.3.

A Participant who incurs a Termination of Employment will be entitled to his or her Vested Aggregate Account balance determined as of the most recent Valuation Date coinciding with or immediately preceding the date of distribution. A Terminated Participant’s Vested Aggregate Account will be distributed under Section 5.4 unless, prior to the time of distribution set forth therein, the Participant (1) dies, in which case distribution will be made under 5.2; or (2) suffers a Disability, in which case distribution will be made under Section 5.3.

A Participant’s Vested Interest in his or her Participant’s Account will be determined in accordance with the following provisions:

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ARTICLE 5

DISTRIBUTION OF BENEFITS

Unless a cash-out occurs under Section 5.5, and except as otherwise provided in Section 5.16 regarding the distribution of benefits that remain subject to the Qualified Joint and Survivor Annuity requirements of Code §401(a)(11), the retirement benefit a Participant is entitled to receive under Section 4.1 or Section 4.2 will be distributed as follows:

Unless a cash-out occurs under Section 5.5, a deceased Participant’s death benefit as determined under Section 4.3 will be distributed as follows:

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Unless a cash-out occurs under Section 5.5, and except as otherwise provided in Section 5.16 regarding the distribution of benefits that remain subject to the Qualified Joint and Survivor Annuity requirements of Code §401(a)(11), the Disability benefit a Participant is entitled to receive under Section 4.4 will be distributed as follows:

Unless a cash-out occurs under Section 5.5, and except as otherwise provided in Section 5.16 regarding the distribution of benefits that remain subject to the Qualified Joint and Survivor Annuity requirements of Code §401(a)(11), the benefit a Terminated Participant is entitled to receive under Section 4.5 will be distributed as follows:

The Administrator, without the consent of the Participant, may distribute a Participant’s Vested Aggregate Account balance in a lump sum any time after a Participant terminates employment, subject to the following provisions:

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If a Participant’s Vested Aggregate Account balance exceeds the amount set forth in paragraph (a) of this Section and is immediately distributable, such account can only be distributed in accordance with the following provisions:

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If a Participant who does not have a 100% Vested Interest in his or her Participant’s Account terminates employment with the Employer and receives (or is deemed to have received) a distribution of such Vested Interest from the Plan, and such Participant is subsequently rehired by the Employer, his or her Participant’s Account upon such reemployment will be administered in accordance with the following provisions:

A surviving Spouse’s election not to receive a death benefit under Section 5.2 will not be effective unless (1) the election is in writing; (2) the election designates a specific Beneficiary or form of benefit which may not be changed without spousal consent (or the Spouse’s consent expressly permits designations by the Participant without any requirement of further spousal consent); and (3) the Spouse’s consent acknowledges the effect of the election and is witnessed by the Administrator or a notary public.

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All distributions made under the terms of the Plan will be determined and made in accordance with the regulations issued under Code §401(a)(9), including the minimum distribution incidental benefit requirement of regulation §1.401(a)(9)-2, and any provisions in this Plan which reflect Code §401(a)(9) will override any distribution options which are inconsistent with such Code section and regulations.

Unless a Participant otherwise elects, distribution of his or her benefit must begin no later than the 60th day after the latest of the close of the Plan Year in which the Participant (1) reaches the earlier of Age 65 or Normal Retirement Age; (2) reaches the 10th anniversary of the year the Participant commenced Plan participation; or (3) terminates service with the Employer. However, the failure of a Participant to consent to a distribution while a benefit is immediately distributable within the meaning of Section 5.6 will be deemed to be an election to defer commencement of payment of any benefit sufficient to satisfy this Section. If this Plan provides for early retirement, a Participant who satisfies the service requirement for early retirement prior to Termination of Employment will be entitled to receive his or her Vested Aggregate Account, if any, upon satisfaction of the age requirement for early retirement.

With respect to that portion of a Participant’s Vested Aggregate Account which the Participant is not permitted to self-direct under Section 7.15, as of the Valuation Date coinciding with or next following the date a Participant terminates employment with the Employer for any reason, the Administrator will, until a distribution is made to the Participant or the Participant’s Beneficiary under the Plan, direct the Trustee in a uniform nondiscriminatory manner to either (1) invest such Vested Aggregate Account determined as of such Valuation Date in a separate interest bearing account; or (2) leave such Vested Aggregate Account as part of the general Trust Fund, in which case such account will share in the allocation of earnings and losses under Section 3.3(a).

If any person who is entitled to receive a distribution of benefits (the “Payee”) suffers from a Disability or is under a legal incapacity, payments may be made in one or more of the following ways as directed by the Administrator: (a) to the Payee directly; (b) to the guardian or legal representative of the Payee’s person or estate; (c) to a relative of the Payee, to be expended for the Payee’s benefit; or (d) to the custodian of the Payee under any Uniform Transfers to Minors Act or under any Uniform Gifts To Minors Act. The Administrator’s determination of the minority or incapacity of any payee will be final.

Neither the Trustee nor the Administrator will be required to search for or ascertain the whereabouts of any Participant or Beneficiary. With respect to a Participant or Beneficiary who has not claimed any benefit (the “missing payee”) to which such missing payee is entitled, and with respect to any Participant or Beneficiary who has not satisfied the administrative requirements for benefit payment, the following provisions will apply:

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A distributee may elect to have all or any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a direct rollover, which is a payment by the Plan to the eligible retirement plan specified by the distributee.

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The determination to pay all or a part of a lump sum in property will be made by the Administrator in its sole discretion applied in a non-discriminatory manner that does not discriminate in favor of Highly Compensated Employees; except that if this is an amended or restated Plan, the payee will have the right to elect a full or partial distribution in property within the period described in Section 9.1(a)(2) if the Plan as in effect one day prior to (his amendment or restatement provided for a property distribution at the payee’s option.

Unless a cash-out occurs under Section 5.5 or unless otherwise elected under paragraph (c) below, upon distribution of a Participant’s Vested Aggregate Account for any reason, any portion thereof which was transferred to this Plan in a trustee to trustee transfer from a money purchase plan, a target benefit plan, a defined benefit plan, or a profit sharing plan which was subject to requirements of Code §401(a)(ll) at the time of the transfer, or any portion thereof which is to be distributed in an optional form protected under this Plan and which is subject to the requirements of Code §401(a)(11), will be distributed in accordance with the following provisions:

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Subject to any rules or procedures that may be established by the Administrator under paragraph (g) below, a Participant who is still an Employee may withdraw up to 100% of his or her Elective Deferral Account (excluding any earnings allocated thereto) because of financial hardship. Unless modified by the rules and procedures, hardship distributions will be made in accordance with the following provisions:

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Except as may otherwise be permitted under Section 4.2, no distributions are permitted before a Participant terminates employment with the Employer.

Elective Deferrals that exceed the Code §402(g)(5) dollar limitation will be deemed Excess Elective Deferrals, and all Excess Elective Deferrals, plus any income and minus any loss allocable thereto, will be distributed no later than April 15th to any Participant to whose account Excess Elective Deferrals were allocated for the preceding year and who claims Excess Elective Deferrals for such taxable year. Distribution of Excess Elective Deferrals will be made in accordance with the following provisions:

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Excess Contributions, plus any income and minus any loss allocable thereto, will be distributed no later than the last day of each Plan Year to Participants to whose accounts such Excess Contributions were allocated for the preceding Plan Year. The amount of Excess Contributions to be distributed to a Participant under this Section will be reduced by any Excess Elective Deferrals previously distributed to the Participant under Section 5.19 for the Participant’s taxable year ending with or within the Plan Year. Distribution of Excess Contributions will be made in accordance with the following provisions:

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All Excess Aggregate Contributions (plus any income and minus any loss allocable thereto) which are not Vested will be used to reduce Employer contributions for the current Plan Year or a future Plan Year. All Excess Aggregate Contributions (plus any income and minus any loss allocable thereto) which are Vested will be distributed no later than the last day of each Plan Year to Participants to whose Accounts Excess Aggregate Contributions were allocated for the preceding Plan Year. Distribution of Excess Aggregate Contributions will be made hi accordance with the following provisions:

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The form or forms of distribution described in Section 5.1, 5.3 and 5.4 are intended to satisfy the requirements of regulation §1.411(d)-4, Q&A-2(e). Accordingly, the form or forms of distribution described therein are intended to be the only form or forms of distribution permitted under this Plan, and subject to the provisions of Section 9.l(a)(2), any other form of distribution permitted by the Plan on July 31, 1997 is eliminated.

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ARTICLE 6

CODE §415 LIMITATIONS

The maximum Annual Addition as defined in paragraph (c) below made to a Participant’s various accounts maintained under the Plan for any Limitation Year beginning after December 31, 1986 will not exceed the lesser of the Dollar Limitation set forth in paragraph (a) or the Compensation Limitation set forth in paragraph (b), as follows:

In applying the limitation on Annual Additions set forth in Section 6.1, the following adjustments must be made to the limitation:

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All defined benefit plans (whether terminated or not) of the Employer will be treated as one defined benefit plan, and all defined contribution plans (whether terminated or not) of the Employer will be treated as one defined contribution plan. In addition, all Affiliated Employers will be considered a single employer.

If for any Limitation Year the Annual Additions allocated to a Participant’s Account exceed the maximum amount permitted under Section 6.1 above because of an allocation of Forfeitures, a reasonable error in estimating a Participant’s Compensation, a reasonable error in determining the amount of elective contributions (within the meaning of Code §402(g)(3)), or because of other limited facts and circumstances that the Commissioner finds justify the availability of the rules set forth in this Section, then such Participant’s Account will be adjusted in accordance with the following provisions in order to reduce the excess Annual Additions:

For Limitation Years beginning before January 1, 2000. if an Employee is, or has been, a Participant in one or more Employer-sponsored defined benefit plans and in one or more

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Employer-sponsored defined contribution plans, the sum of the defined benefit plan fraction and the defined contribution plan fraction for any Limitation Year may not exceed 1.0, determined in accordance with the following provisions:

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ARTICLE 7

DUTIES OF THE TRUSTEE

The Plan will have one or more individual Trustees, a corporate Trustee or any combination thereof appointed as follows:

The Trustees will implement an investment program based on the Employer’s investment objectives and the Employee Retirement Income Security Act. In addition to powers given by law, the Trustees may engage in the following investment activities on behalf of the Trust:

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On each Valuation Date, the Trustee will determine the net worth of the Trust Fund. The fair market value of securities listed on a registered stock exchange will be the prices at which they were last traded on such exchange preceding the close of business on the Valuation Date. If the securities were not traded on the Valuation Date, or if the exchange on which they are traded was not open for business on the Valuation Date, then the securities will be valued at the prices at

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which they were last traded prior to the Valuation Date. Any unlisted security will be valued at its bid price next preceding the close of business on the Valuation Date, which bid price will be obtained from a registered broker or an investment banker. To determine the fair market value of assets other than securities for which trading or bid prices can be obtained, the Trustee may use any reasonable method tc determine the value of such assets, or may elect to employ one or more appraisers for that purpose and rely on the values established by such appraiser or appraisers.

The Trustee, either from the Trust Fund or from the Employer, will be reimbursed for all of its expenses and will be paid reasonable compensation as agreed upon from time to time with the Employer; but no person who receives full-time pay from the Employer will receive any fees for services to the Plan as Trustee or in any other capacity. Expenses will be paid by each Adopting Employer in the ratio that each Adopting Employer’s Participants’ Accounts bears to the total of all the Participants’ Accounts maintained by this Plan.

The Trustee will pay Plan benefits and other payments as the Administrator directs, and except as provided by ERISA, the Trustee will not be responsible for the propriety of such payments. Any payment made to a Participant, or a Participant’s legal representative or Beneficiary in accordance with the terms of the Plan will, to the extent of such payment, be in full satisfaction of all claims arising against the Trust, the Trustee, the Employer, and the Administrator. Any payment or distribution made from the Trust is contingent on the recipient executing a receipt and release acceptable to the Trustee, Administrator, or Employer.

The Trustee will pay all taxes of the Trust Fund, including property, income, transfer and other taxes which may be levied or assessed upon or in respect of the Trust Fund or any money, property or securities forming a part of the Trust Fund. The Trustee may withhold from distributions to any payee such sum as the Trustee may reasonably estimate as necessary to cover federal and state taxes for which the Trustee may be liable, which are, or may be, assessed with regard to the amount distributable to such payee. Prior to making any payment, the Trustee may require such releases or other documents from any lawful taxing authority and may require such indemnity from any payee or distributee as the Trustee deems necessary.

The Trustee will keep accurate records reflecting its administration of the Trust Fund and will make them available to the Administrator for review and audit. At the request of the Administrator, the Trustee will, within 90 days of such request, file with the Administrator an accounting of its administration of the Trust Fund during such period or periods as the Administrator determines. The Administrator will review the accounting and notify the Trustee within 90 days if the report is disapproved, providing the Trustee with a written description of the items in question. The Trustee will have 60 days to provide the Administrator with a written explanation of the items in question. If the Administrator again disapproves of the report, the Trustee will file its accounting in a court of competent jurisdiction for audit and adjudication.

The Trustee may employ such agents, counsel, consultants, or service companies as it deems necessary and may pay their reasonable expenses and compensation. The Trustee will not be liable for any action taken or omitted by the Trustee in good faith pursuant to the advice of such agents and counsel. Any agent, counsel, consultant, service company and/or its successors will exercise no discretionary authority over investments or the disposition of Trust assets, and their services and duties will be ministerial only and will be to provide the Plan with those things required by law or by the terms of the Plan without in any way exercising any fiduciary authority

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or responsibility under the Plan. The duties of a third party administrator will be to safe-keep the individual records for all Participants and to prepare all required actuarial services and disclosure forms under the supervision of the Administrator and any Fiduciaries of the Plan. It is expressly stated that the third party administrator’s services are only ministerial in nature and that under no circumstances will such third party administrator exercise any discretionary authority whatsoever over Plan Participants, Plan investments, or Plan benefits.

The division of duties and the indemnification of the Trustee of this Plan will be governed by the following provisions:

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