Authority. The Plan Administrator shall have full authority to administer the Plan in accordance with its terms and to exercise all responsibilities and authorities as provided herein, including the discretionary authorities to determine the terms and conditions of deferrals of compensation under the Plan, to determine the terms and conditions of crediting to and distributing from Accounts under the terms of the Plan, and to adopt such rules and regulations for administering the Plan as it may deem necessary or appropriate. The Plan Administrator has the discretionary authority to interpret and construe all provisions of the Plan, to remedy possible ambiguities, inconsistencies, or omissions under the Plan, and to resolve all questions of fact arising under the Plan. The decisions of the Plan Administrator shall be final, binding and conclusive on all parties. No member of the Board, the Plan Administrator nor any officers of the Company shall have any liability for any action or determination taken under the Plan.

Authority. The Plan Administrator shall have full authority to administer the Plan in accordance with its termsresponsibility and to exercise all responsibilities and authorities as provided herein, including the discretionary authorities to determine the terms and conditions of deferrals of compensation under the Plan, to determine the terms and conditions of crediting to and distributing from Accounts under the terms of the Plan, and to adopt such rules and regulations for administering the Plan as it may deem necessary or appropriate. The Plan Administrator has the discretionary authority to interpretcontrol and construe all provisionsmanage the operation and administration of the Plan, to remedy possible ambiguities, inconsistencies, or omissions under the Plan, and to resolve all questions of fact arising under the Plan. The decisionsAdministrator is authorized to accept service of legal process on behalf of the Plan. To the fullest extent permitted by applicable law, any action taken by the Administrator pursuant to a reasonable interpretation of the Plan Administrator shall be final, binding and conclusive on all parties. No member of the Board, the Plan Administrator nor any officers of the Company shall have any liability for any action or determination takenpersons claiming benefits under the Plan.Plan, except to the extent that a court of competent jurisdiction determines that such action was arbitrary or capricious.

Authority.Section # Authority and Duties. It shall be the duty of the Plan Administrator, on the basis of information supplied to it by the Company and the Committee, to properly administer the Plan. The Plan Administrator shall have the full authoritypower, authority, and discretion to administer the Plan in accordance with its termsconstrue, interpret, and to exercise all responsibilities and authorities as provided herein, including the discretionary authorities to determine the terms and conditions of deferrals of compensation underadminister the Plan, to determine the terms and conditions of creditingmake factual determinations, to and distributing from Accounts under the terms of the Plan,correct deficiencies therein, and to adopt such rulessupply omissions. All decisions, actions, and regulations for administering the Plan as it may deem necessary or appropriate. The Plan Administrator has the discretionary authority to interpret and construe all provisions of the Plan, to remedy possible ambiguities, inconsistencies, or omissions under the Plan, and to resolve all questions of fact arising under the Plan. The decisionsinterpretations of the Plan Administrator shall be final, bindingbinding, and conclusive on all parties. No memberupon the parties, subject only to determinations by the Plan Administrator, with respect to denied claims for Severance Benefits. The Plan Administrator may adopt such rules and regulations and may make such decisions as it deems necessary or desirable for the proper administration of the Board, thePlan. The Plan Administrator nor any officersshall be a “named fiduciary” within the meaning of the Company shall have any liability for any action or determination taken under the Plan.ERISA.

Authority. TheThis Plan shall be administered by the Administrator. Subject to the terms of the Plan and applicable law, the Administrator shall have full power and authority toto: # interpret, construe and administer the Plan in accordance with its terms and to exercise all responsibilities and authorities as provided herein, includingany instrument or agreement relating to, or Award granted or Accounts established under, the discretionary authorities to determine the terms and conditions of deferrals of compensation under the Plan, to determine the terms and conditions of crediting to and distributing from Accounts under the terms of the Plan, and to adoptPlan; # establish, amend, suspend or waive such rules and regulations for administering the Planand appoint such agents as it may deemdeems appropriate for the proper administration of the Plan; and # make any other determination and take any other action that it deems necessary or appropriate. The Plan Administrator hasdesirable for the discretionary authority to interpret and construe all provisionsadministration of the Plan, to remedy possible ambiguities, inconsistencies, or omissions under the Plan, and to resolve all questions of fact arising under thethis Plan. TheAll decisions of the Plan Administrator shall be final, conclusive and binding upon all parties, including the Company, the stockholders and conclusive on all parties. No member of the Board, the Plan Administrator nor any officers of the Company shall have any liability for any action or determination taken under the Plan.Directors.

Authority. The Plan Administrator shall have full authority to administerresponsibility for the operation and administration of the Plan in accordance with its terms and to exercise all responsibilities and authoritiesshall direct payment of Plan benefits. Except as otherwise expressly provided herein, including the discretionary authorities to determinePlan Administrator shall have the termssole responsibility for and conditionsthe sole control of deferrals of compensation under the Plan, to determine the termsoperation, administration and conditions of crediting to and distributing from Accounts under the termsrecord-keeping of the Plan, and shall have the full discretionary power and authority to adopt such rulestake any action and regulations for administering the Plan as itto make all decisions and interpretations which may deembe necessary or appropriate. The Plan Administrator hasappropriate in order to administer and operate the Plan, including the discretionary authority to interpretpower, duty, and construe all provisions of the Plan, to remedy possible ambiguities, inconsistencies, or omissions under the Plan, and to resolve all questions of fact arising under the Plan. The decisions of the Plan Administrator shall be final, binding and conclusive on all parties. No member of the Board, the Plan Administrator nor any officers of the Company shall have any liability for any action or determination taken under the Plan.responsibility to:

Authority.Determination. The Plan Administrator shall make such determinations as may be required from time to time in the administration of this Plan. The Plan Administrator shall have full authority to administer the Plan in accordance with its terms and to exercise all responsibilities and authorities as provided herein, including the discretionary authorities to determine the terms and conditions of deferrals of compensation under the Plan, to determine the terms and conditions of crediting to and distributing from Accounts under the terms of the Plan, and to adopt such rules and regulations for administering the Plan as it may deem necessary or appropriate. The Plan Administrator has the discretionary authority and responsibility to interpret and construe all provisions of the Plan, to remedy possible ambiguities, inconsistencies, or omissions under the Plan,this Plan Statement and to resolvedetermine all factual and legal questions under this Plan, including but not limited to the entitlement of fact arising underParticipants and Beneficiaries, and the Plan. The decisionsamounts of their respective interests. . Each decision of the Plan Administrator shall be final,final and binding and conclusive onupon all parties. No member ofBenefits under the Board,Plan will be paid only if the Plan Administrator nor any officers ofdecides in its discretion that the Company shall have any liability for any action or determination taken under the Plan.applicant is entitled to them.

Authority.Determination. The Plan Administrator shall make such determinations as may be required from time to time in the administration of this Plan. The Plan Administrator shall have full authority to administer the Plan in accordance with its terms and to exercise all responsibilities and authorities as provided herein, including the discretionary authorities to determine the terms and conditions of deferrals of compensation under the Plan, to determine the terms and conditions of crediting to and distributing from Accounts under the terms of the Plan, and to adopt such rules and regulations for administering the Plan as it may deem necessary or appropriate. The Plan Administrator has the discretionary authority and responsibility to interpret and construe all provisions of the Plan, to remedy possible ambiguities, inconsistencies, or omissions under the Plan,this Plan Statement and to resolvedetermine all factual and legal questions under this Plan, including but not limited to the entitlement of fact arising underParticipants and Beneficiaries, and the Plan. The decisionsamounts of their respective interests. Each decision of the Plan Administrator shall be final,final and binding and conclusive onupon all parties. No member ofBenefits under the Board,Plan will be paid only if the Plan Administrator nor any officers ofdecides in its discretion that the Company shall have any liability for any action or determination taken under the Plan.applicant is entitled to them.

Authority. The Plan Administrator shall have fullis administered and operated by the Administrator, who has complete and exclusive authority in its sole discretion to administerconstrue the terms of the Plan (and any related or underlying documents or policies), to make any findings of fact needed in accordance with its terms and to exercise all responsibilities and authorities as provided herein, including the discretionary authorities to determine the terms and conditionsadministration of deferrals of compensation under the Plan, to determine the termseligibility for, and conditions of crediting to and distributing from Accounts under the terms of the Plan, and to adopt such rules and regulations for administering the Plan as it may deem necessary or appropriate. The Plan Administrator has the discretionary authority to interpret and construe all provisions of the Plan, to remedy possible ambiguities, inconsistencies, or omissionsamount of, benefits due under the Plan, and to resolveestablish and enforce such rules and regulations as the Administrator shall deem proper for the efficient administration of the Plan. All such interpretations and determinations of the Administrator will be made in its sole discretion and will be final, conclusive, and binding upon all questionspersons to the fullest extent permitted by law. Any decision by the Administrator that does not constitute an abuse of fact arisingdiscretion must be upheld by a court of law. The Administrator may delegate any of its duties under the Plan to such individuals or entities from time to time as it may designate. The Administrator is authorized, on behalf of the Plan, to engage accountants, legal counsel and such other personnel as it deems necessary or advisable to assist it in the performance of its duties under the Plan. The decisions of the Plan Administrator shall utilize the Company’s and the Bank’s records with respect to a Participant’s service with the Bank, employment history, salary, absences, illnesses and all other relevant matters and such records shall be final, binding and conclusive onfor all parties. No member of the Board, the Plan Administrator nor any officers of the Company shall have any liability for any action or determination takenpurposes under the Plan.