Pentegra
108 Corporate Park Drive
White Plains, NY 10604-3805
Tel: 800-872-3473
Fax: 914-694-9384
ADOPTION AGREEMENT
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FOR HOME FEDERAL SAVINGS BANK
EMPLOYEES, SAVINGS & PROFIT SHARING PLAN AND TRUST
Name of Employer: Home Federal Savings Bank
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Address: 101 North Broadway, Spring Valley, MN 55975
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Phone No.: (507) 346-7345
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Contact Person: Susan Thompson, Assistant Secretary
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Name of Plan: Home Federal Savings Bank Employees' Savings
& Profit Sharing Plan and Trust
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THIS ADOPTION AGREEMENT, upon execution by the Employer and the
Trustee, and subsequent approval by a duly authorized
representative of Pentegra Services, Inc. (the "Sponsor"),
together with the Sponsor's Employees' Savings & Profit Sharing
Plan and Trust Agreement (the "Agreement"), shall constitute the
Home Federal Savings Bank Employees' Savings & Profit Sharing
Plan and Trust (the "Plan"). The terms and provisions of the
Agreement are hereby incorporated herein by this reference;
provided, however, that if there is any conflict between the
Adoption Agreement and the Agreement, this Adoption Agreement
shall control.
The elections hereinafter made by the Employer in this Adoption
Agreement may be changed by the Employer from time to time by
written instrument executed by a duly authorized representative
thereof; but if any other provision hereof or any provision of
the Agreement is changed by the Employer other than to satisfy
the requirements of Section 415 or 416 of the Internal Revenue
Code of 1986, as amended (the "Code"), because of the required
aggregation of multiple plans, or if as a result of any change by
the Employer the Plan fails to obtain or retain its tax-qualified
status under Section 401(a) of the Code, the Employer shall be
deemed to have amended the Plan evidenced hereby and by the
Agreement into an individually designed plan, in which event the
Sponsor shall thereafter have no further responsibility for the
tax-qualified status of the Plan. However, the Sponsor may amend
any term, provision or definition of this Adoption Agreement or
the Agreement in such manner as the Sponsor may deem necessary or
advisable from time to time and the Employer and the Trustee, by
execution hereof, acknowledge and consent thereto.
Notwithstanding the foregoing, no amendment of this Adoption
Agreement or of the Agreement shall increase the duties or
responsibilities of the Trustee without the written consent
thereof.
2
I. EFFECT OF EXECUTION OF ADOPTION AGREEMENT
The Employer, upon execution of this Adoption Agreement by a
duly authorized representative thereof, (choose 1 or 2):
1. / / Establishes as a new plan the [Name of Employer]
Employees' Savings & Profit Sharing Plan and
Trust, effective ________ , 19__.
2. /x/ Amends its existing defined contribution plan and
trust Home Federal Savings Bank Plan
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dated August 1 , 1996, in its entirety into the
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Home Federal Savings Bank Employees' Savings &
Profit Sharing Plan and Trust, effective
January 1, 1997, except as otherwise provided
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herein or in the Agreement.
II. DEFINITIONS
A. "Contribution Determination Period" for purposes
of determining and allocating Employer profit
sharing contributions means (choose 1,2, 3 or 4):
1. /x/ The Plan Year.
2. / / The Employer's Fiscal Year (defined as
the Plan's "limitation year") being the
twelve (12) consecutive month period
commencing ____ (month/day) and ending
____ (month/day).
3. / / The three (3) consecutive monthly
periods that comprise each of the Plan
Year quarters.
4. / / The three (3) consecutive monthly
periods that comprise each of the
Employer's Fiscal Year quarters.
(Employer's Fiscal Year is the twelve
(12) consecutive month period commencing
(month/day) and ending
_____(month/day).)
3
B. "Effective Date" means January 1, 1997.
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C. Employer
1. "Employer," for purposes of the Plan, shall
mean: Home Federal Savings Bank.
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2. The Employer is (choose whichever may apply):
(a) / / A member of a controlled group of
corporations under Section 414(b)
of the Code.
(b) / / A member of a group of entities
under common control under Section
414(c) of the Code.
(c) / / A member of an affiliated service
group under Section 414(m) of the
Code.
(d) /x/ A corporation.
(e) / / A sole proprietorship or
partnership.
(f) / / A Subchapter S corporation.
2
3. Employer's Taxable Year Ends on 12/31.
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4. Employer's Federal Taxpayer Identification
Number is 41 - 0318319.
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5. Employer's Plan Number is (enter 3-digit
number) 004.
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D. "Entry Date" means the first day of the (choose 1
or 2):
1. /x/ Calendar month coinciding with or next
following the date the Employee
satisfies the Eligibility requirements
described in Section III.
2. / / Calendar quarter coinciding with or next
following the date the Employee
satisfies the Eligibility requirements
described in Section III.
E. "Member" means an Employee enrolled in the
membership of the Plan.
F. "Normal Retirement Age" means (choose 1 or 2):
1. /x/ Attainment of age 65 (select an age
not less than 55 and not greater than
65).
2. / / Later of: (i) attainment of age 65 or
(ii) the fifth anniversary of the date
the Member commenced participation in
the Plan.
G. "Normal Retirement Date" means the first day of
the first calendar month coincident with or next
following the date upon which a Member attains his
or her Normal Retirement Age.
H. "Plan Year" means the twelve (12) consecutive
month period beginning on each January 1.
I. "Salary" for benefit purposes under the Plan means
(choose 1, 2 or 3):
1. / / Basic Salary only.
2. / / Basic Salary plus one or more of the
following (if 2 is chosen, then choose
(a), (b) or (c), whichever shall apply):
(a) / / Commissions not in excess of
$_____.
(b) / / Overtime
(c) / / Overtime and bonuses
3. /x/ Total taxable compensation as reported
on Form W-2 (exclusive of any
compensation deferred from a prior year,
exclusive of any restricted stock
awards, and exclusive of taxable income
in the form of spousal expenses and/or
educational expenses.)
Note: Member pre-tax elective deferrals, if
any, are always included in Plan Salary.
J. "Salary" shall not include:
/ / Member pre-tax contributions to a Code
Section 125 cafeteria plan.
3
III. ELIGIBILITY REQUIREMENTS
A. All Employees shall be eligible to participate in
the Plan in accordance with the provisions of
Article II of the Plan, except the following
Employees shall be excluded (choose whichever
shall apply):
1. /x/ Employees who have not attained age 21.
2. /x/ Employees who have not, during the 1
---
consecutive month period (1-11, 12 or
24) beginning with an Employee's Date of
Employment, Date of Reemployment or any
anniversary thereof, completed 83 1/3
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number of Hours of Service (determined
by multiplying the number of months
above by 83 1/3).
Note: Employers which permit Members
to make pre-tax elective
deferrals to the Plan (see
V.A.3.) may not elect a 24
month eligibility period.
3. / / Employees included in a unit of
Employees covered by a collective
bargaining agreement, if retirement
benefits were the subject of good faith
bargaining between the Employer and
Employee representatives.
4. / / Employees who are nonresident aliens and
who receive no earned income from the
Employer which constitutes income from
sources within the United States.
5. / / Employees included in the following job
classifications:
(a) / / Hourly Employees
(b) / / Salaried Employees
6. / / Employees of the following employers
which are aggregated under Section
414(b), 414(c) or 414(m) of the Code:
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Note: If no entries are made above, all
Employees shall be eligible to
participate in the Plan on the later of:
(i) the Effective Date or (ii) the first
day of the calendar month or calendar
quarter (as designated by the Employer
in Section II.D.) coinciding with or
immediately following the Employee's
Date of Employment or, as applicable,
Date of Reemployment.
B. Such Eligibility Computation Period established
above shall be applicable to (choose 1 or 2):
1. /x/ Both present and future Employees.
2. / / Future Employees only.
4
C. Such Eligibility requirements established above
shall be (choose 1 or 2):
1. /x/ Applied to the designated Employee group
on and after the Effective Date of the
Plan.
2. / / Waived for the consecutive monthly
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period (may not exceed 12) beginning on
the Effective Date of the Plan.
IV. HOURS OF EMPLOYMENT AND PRIOR EMPLOYMENT CREDIT
A. The number of Hours of Employment with which an
Employee or Member is credited shall be (choose 1
or 2):
1. /x/ The actual number of Hours of
Employment. (Hour of Service Method)
2. / / 83 1/3 Hours of Employment for every
month of Employment. (Elapsed Time
Method)
B. Prior Employment Credit:
/ / Employment with the following entity or
entities shall be included for
eligibility and vesting purposes:
Note: If this Plan is a continuation of a
Predecessor Plan, service under the
Predecessor Plan shall be counted as
Employment under this Plan.
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V. CONTRIBUTIONS
Note: Annual Member pre-tax elective deferrals,
Employer matching contributions, Employer
basic contributions, Employer supplemental
contributions, Employer profit sharing
contributions and Employer Qualified Non-
Elective contributions, in the aggregate, may
not exceed 15% of all Members' Salary
(excluding from Salary Member pre-tax
elective deferrals).
A. Employee Contributions (choose 1 or 2; 3 or 4; 5
and/or 6):
1. / / A Member may make after-tax
contributions to the Plan, based on
multiples of 1% of monthly Salary.
2. /x/ A Member may not make after-tax
contributions to the Plan.
3. /x/ A Member may make pre-tax elective
deferrals to the Plan, based on
multiples of 1% of monthly Salary.
4. / / A Member may not make pre-tax elective
deferrals to the Plan.
5. /x/ The maximum amount of monthly
contributions a Member may make to the
Plan is 12 % (1-20) of the Member's
----
monthly Salary.
6. /x/ An Employee may allocate a rollover
contribution to the Plan prior to
satisfying the Eligibility requirements
described above.
5
B. A Member may change his or her contribution rate
(choose 1 or 2):
1. /x/ 1 time per calendar month.
2. / / 1 time per calendar quarter.
C. Employer Matching Contributions (choose 1, 2, 3 or
4; and fill in 5 if applicable):
1. / / No Employer matching contributions will
be made to the Plan.
2. /x/ The Employer shall allocate to each
contributing Member's Account an amount
equal to 25% (based on 5% increments not
---
to exceed 200%) of the Member's
contributions for that month. Employees
must be employed on 12/31 in order to be
entitled (subject to vesting) to
Employer Matching Contributions.
Employees will be entitled to Employer
Matching Contributions upon death,
disability or retirement.
3. / / The Employer shall allocate to each
contributing Member's Account an amount
determined in accordance with the
following schedule:
Years of Employment Matching%
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Less than 3 50%
At least 3, but less than 5 75%
5 or more 100%
4. / / The Employer shall allocate to each
contributing Member's Account an amount
determined in accordance with the
following schedule:
Years of Employment Matching %
--------------------- ----------
Less than 3 100%
At least 3, but less than 5 150%
5 or more 200%
5. The Employer matching contributions under 2,
3 or 4 above shall be based on the Member's
contributions not in excess of 8 % (1-20
----
but not in excess of the percentage specified
in A.5. above) of the Member's Salary.
D. Employer Basic Contributions (choose 1 or 2):
1. /x/ No Employer basic contributions will be
made to the Plan.
2. / / The Employer shall allocate an amount
equal to ___% (based on 1% increments
not to exceed 15%) of Member's Salary
for the month to (choose (a) or (b)):
(a) / / The Accounts of all Members
(b) / / The Accounts of all Members
who were employed with the
Employer on the last day of
such month.
6
E. Employer Supplemental Contributions:
The Employer may make supplemental contributions
for any Plan Year in accordance with Section 3.7
of the Plan.
F. Employer Profit Sharing Contributions (Choose 1,
2, 3, 4, or 5):
1. /x/ No Employer Profit Sharing Contributions
will be made to the Plan.
Non-Integrated Formula
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2. / / Profit sharing contributions shall be
allocated to each Member in the same
ratio as each Member's Salary during
such Contribution Determination Period
bears to the total of such Salary of all
Members.
3. / / Profit sharing contributions shall be
allocated to each Member in the same
ratio as each Member,s Salary for the
portion of the Contribution
Determination Period during which the
Member satisfied the Employer,s
eligibility requirement(s) bears to the
total of such Salary of all Members.
Integrated Formula
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4. / / Profit sharing contributions shall be
allocated to each Member's Account in a
uniform percentage (specified by the
Employer as ____%) of each Member's
Salary during the Contribution
Determination Period up to the Social
Security Taxable Wage Base as defined in
Section ____ of the Plan ("Base Salary")
for the Plan Year that includes such
Contribution Determination Period , plus
a uniform percentage(specified by the
Employer as ____%) of each Member's
Salary for the Contribution
Determination Period in excess of the
Social Security Taxable Wage Base
("Excess Salary") for the Plan Year that
includes such Contribution Determination
Period, in accordance with Article III
of the Plan.
5. / / Profit sharing contributions shall be
allocated to each Member's Account in a
uniform percentage (specified by the
Employer as ____%) of each Member's
Salary for the portion of the
Contribution Determination Period during
which the Member satisfied the
Employer's eligibility requirement(s),
if any, up to the Base Salary for the
Plan Year that includes such
Contribution Determination Period, plus
a uniform percentage (specified by the
Employer as ____ %) of each Member's
Excess Salary for the portion of the
Contribution Determination Period during
which the Member satisfied the
Employer's eligibility requirement(s) in
accordance with Article III of the Plan.
G. Allocation of Employer Profit Sharing
Contributions:
In accordance with Section V, G above, a Member
shall be eligible to share in Employer Profit
Sharing Contributions, if any, as follows (choose
1 or 2):
1. / / A Member shall be eligible for an
allocation of Employer Profit Sharing
Contributions for a Contribution
Determination Period in all events.
7
2. / / A Member shall be eligible for an
allocation of Employer Profit Sharing
Contributions for a Contribution
Determination Period only if he or she
(choose (a), (b) or (c) whichever shall
apply):
(a) / / is employed on the last day of
the Contribution Determination
Period or retired, died or
became totally and permanently
disabled prior to the last day
of the Contribution
Determination Period.
(b) / / completed 1,000 Hours of
Employment if the
Contribution Determination
Period is a period of 12
months (250 Hours of
Employment if the Contribution
Determination Period is a
period of 3 months) or
retired, died or became
totally and permanently
disabled prior to the last day
of the Contribution
Determination Period.
(c) / / is employed on the last day of
the Contribution Determination
Period and, if such period is
12 months, completed 1,000
Hours of Employment (250 Hours
of Employment if the
Contribution Determination
Period is a period of 3
months) or retired, died or
became totally and permanently
disabled prior to the last day
of the Contribution
Determination Period.
H. Employer Qualified Nonelective Contributions:
The Employer may make qualified nonelective
contributions for any Plan Year in accordance with
Section 3.9 of the Plan.
VI. INVESTMENT FUNDS
The Employer hereby selects the following Investment
Funds to be made available under the Plan (choose
whichever shall apply). The Employer agrees and
acknowledges that the selection of Investment Funds
made in this Section VI is solely its responsibility,
and no other person, including the Sponsor, has any
discretionary authority or control with respect to such
selection process.
1. /x/ 500 Stock Index Fund
2. /x/ Stable Value Fund
3. /x/ MidCap 400 Stock Index Fund
4. /x/ Government Money Market Fund
5. /x/ Bond Index Fund
6. /x/ Employer Stock Fund
8
VII. EMPLOYER SECURITIES
A. If the Employer makes available an Employer Stock
Fund pursuant to Section VI of this Adoption
Agreement, then voting and tender offer rights
with respect to Employer Stock shall be delegated
and exercised as follows (choose 1 or 2):
1. / / The Plan Administrator shall direct the
Trustee as to the voting of all Employer
Stock and as to all rights in the event
of a tender offer involving such
Employer Stock.
2. /x/ Each Member shall be entitled to direct
the Plan Administrator as to the voting
and tender offer rights involving
Employer Stock held in such Member's
Account, and the Plan Administrator
shall follow or cause the Trustee to
follow such directions. If a Member
fails to provide the Plan Administrator
with directions as to voting or tender
offer rights, the Plan Administrator
shall exercise those rights as it
determines in its discretion and shall
direct the Trustee accordingly.
VIII. INVESTMENT DIRECTION
A. Members shall be entitled to designate what
percentage of employee contributions and employer
contributions made on their behalf will be
invested in the various Investment Funds offered
by the Employer as specified in Section VI of this
Adoption Agreement; provided, however, that the
following portions of a Member's Account must be
invested in the Employer Stock Fund (choose
whichever shall apply):
1. / / Employer Profit Sharing Contributions
2. / / Employer Matching Contributions
3. / / Employer Basic Contributions
4. / / Employer Supplemental Contributions
5. / / Employer Qualified Nonelective
Contributions
6. /x/ No Requirements
B. A Member may change his or her investment
direction (choose 1, 2 or 3):
1. /x/ Daily
2. / / 1 time per calendar month.
3. / / 1 time per calendar quarter.
C. If a Member fails to make an effective investment
direction, the Member's contributions and Employer
contributions made on the Member's behalf shall be
invested in Government Money Market Fund
----------------------------
(insert one of the Investment Funds selected in
Section VI of this Adoption Agreement).
9
IX. VESTING SCHEDULES; YEARS OF EMPLOYMENT FOR VESTING
PURPOSES
A. (Choose 1, 2, 3, 4, 5, 6 or 7)
Schedule Years of Employment Vested %
--------- ------------------- --------
1./ /Immediate Upon Enrollment 100%
2./ /2-6 Year Less than 2 0%
Graded 2 but less than 3 20%
3 but less than 4 40%
4 but less than 5 60%
5 but less than 6 80%
6 or more 100%
3./x/5-Year Less than 5 0%
Cliff 5 or more 100%
4./ /3-Year Less than 3 0%
Cliff 3 or more 100%
5./ /4-Year Less than 1 0%
Graded 1 but less than 2 25%
2 but less than 3 50%
3 but less than 4 75%
4 or more 100%
Schedule Years of Employment Vested %
--------- ------------------- --------
6./ /3-7 Year Less than 3 0%
Graded 3 but less than 4 20%
4 but less than 5 40%
5 but less than 6 60%
6 but less than 7 80%
7 or more 100%
7./ /Other Less than____ 0%
___ but less than ____ ___%
___ but less than ____ ___%
___ but less than ____ ___%
___ but less than ____ ___%
___ or more 100%
B. With respect to the schedules listed above, the
Employer elects (choose 1, 2, 3 and 4; or 5):
1. Schedule / / solely with respect to Employer
matching contributions.
2. Schedule / / solely with respect to Employer
basic contributions.
3. Schedule / / solely with respect to Employer
supplemental contributions.
10
4. Schedule / / solely with respect to Employer
profit sharing contributions.
5. Schedule /x/ with respect to all Employer
contributions. Applies to employees hired
on or after January 1, 1997.
NOTE: Notwithstanding any election by the
Employer to the contrary, each Member
shall acquire a 100% vested interest in
his Account attributable to all Employer
contributions made to the Plan upon the
earlier of (i) attainment of Normal
Retirement Age, (ii) approval for
disability or (iii) death. In addition,
a Member shall at all times have a 100%
vested interest in the Employer
Qualified Non-Elective Contributions, if
any, and in the pre-tax elective
deferrals and nondeductible after-tax
Member Contributions.
C. Years of Employment Excluded for Vesting Purposes
The following Years of Employment shall be
disregarded for vesting purposes (choose whichever
shall apply):
1. / / Years of Employment during any period in
which neither the Plan nor any
predecessor plan was maintained by the
Employer.
2. / / Years of Employment of a Member prior to
attaining age 18.
X. WITHDRAWAL PROVISIONS
A. The following portions of a Member's Account will
be eligible for in-service withdrawals, subject to
the provisions of Article VII of the Plan (choose
whichever shall apply):
1. / / Employee after-tax contributions and the
earnings thereon.
2. / / Employee pre-tax elective deferrals and
the earnings thereon.
3. / / Employee rollover contributions and the
earnings thereon.
4. / / Employer matching contributions and the
earnings thereon.
5. / / Employer basic contributions and the
earnings thereon.
6. / / Employer supplemental contributions and
the earnings thereon.
7. / / Employer profit sharing contributions
and the earnings thereon.
8. / / Employer qualified nonelective
contributions and earnings thereon.
9. /x/ In-service withdrawals permitted only in
the event of (choose (a) and/or (b)):
(a) /x/ Hardship.
(b) /x/ Attainment of age 59 1/2.
10. / / No in-service withdrawals shall be
allowed.
11
B. Notwithstanding any elections made in Subsection A
of this Section X above, the following portions of
a Member's Account shall be excluded from
eligibility for in-service withdrawals (choose
whichever shall apply):
1. / / Employer contributions, and the earnings
thereon, credited to the Employer Stock
Fund.
2. /x/ All contributions and/or deferrals, and
the earnings thereon, credited to the
Employer Stock Fund.
3. / / Other:
XI. DISTRIBUTION OPTION (CHOOSE 1 OR 2)
1. / / Lump Sum and partial lump sum payments only.
2. /x/ Lump Sum and partial lump sum payments plus
one or more of the following (choose (a) and
/or (b)):
(a) /x/ Installment payments.
(b) / / Annuity payments.
XII. LOAN PROGRAM (CHOOSE 1, 2 OR 3)
1. / / No loans will be permitted from the Plan.
2. /x/ Loans will be permitted from the Member's
Account.
3. / / Loans will be permitted from the Member's
Account, EXCLUDING (choose whichever shall
apply):
(a) / / Employer Profit sharing contributions
and the earnings thereon.
(b) / / Employer matching contributions and the
earnings thereon.
(c) / / Employer basic contributions and the
earnings thereon.
(d) / / Employer supplemental contributions and
the earnings thereon.
(e) / / Employee after-tax contributions and the
earnings thereon.
(f) / / Employee pre-tax elective deferrals and
the earnings thereon.
(g) / / Employee rollover contributions and the
earnings thereon.
(h) / / Employer qualified nonelective
contributions and the earnings thereon.
(i) / / Any amounts to the extent invested in
the Employer stock fund.
12
XIII.ADDITIONAL INFORMATION
If additional space is needed to select or describe an
elective feature of the Plan, the Employer should
attach additional pages and use the following format:
The following is hereby made a part of Section --- of
the Adoption Agreement and is thus incorporated into
and made a part of the [Plan Name]
Signature of Employer's Authorized Representative
________________________________________________
Signature of Trustee
________________________________________________
Supplementary Page -- of [total number of pages].
XIV. PLAN ADMINISTRATOR
The Named Plan Administrator under the Plan shall be
the (choose 1, 2, 3 or 4):
Note: Pentegra Services, Inc. may not be appointed
Plan Administrator.
1. /x/ Employer
2. / / Employer's Board of Directors
3. / / Plan's Administrative Committee
4. / / Other (if chosen, then provide the following
information)
Name:_____________________________________
Address:__________________________________
Tel No.___________________________________
Contact:__________________________________
NOTE: IF NO NAMED PLAN ADMINISTRATOR IS DESIGNATED
ABOVE, THE EMPLOYER SHALL BE DEEMED THE NAMED
PLAN ADMINISTRATOR.
XV. TRUSTEE
The Employer hereby appoints the following person or
entity to serve as Trustee under the Plan:
Name: Mellon Bank
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Address: 1 Cabot Road, Medford, MA 02155-5159
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Tel No: (617) 382-2196
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Contact: Jim Peluso
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13
EXECUTION OF ADOPTION AGREEMENT
By execution of this Adoption Agreement by a duly authorized
representative of the Employer, the Employer acknowledges that it
has established or, as the case may be, amended a tax-qualified
retirement plan into the [Name of Employer] Employees' Savings &
Profit Sharing Plan and Trust (the "Plan"). The Employer hereby
represents and agrees that it will assume full fiduciary
responsibility for the operation of the Plan and for complying
with all duties and requirements imposed under applicable law,
including, but not limited to, the Employee Retirement Income
Security Act of 1974, as amended, and the Internal Revenue Code
of 1986, as amended. In addition, the Employer represents and
agrees that it will accept full responsibility of complying with
any applicable requirements of federal or state securities law as
such laws may apply to the Plan and to any investments
thereunder. The Employer further acknowledges that any opinion
letter issued with respect to the Adoption Agreement and the
Agreement by the Internal Revenue Service ("IRS") to Pentegra
Services, Inc., as sponsor of the Employees' Savings & Profit
Sharing Plan, does not constitute a ruling or a determination
with respect to the tax-qualified status of the Plan and that the
appropriate application must be submitted to the IRS in order to
obtain such a ruling or determination with respect to the Plan.
THE FAILURE TO PROPERLY COMPLETE THE ADOPTION AGREEMENT MAY
RESULT IN DISQUALIFICATION OF THE PLAN AND TRUST EVIDENCED
THEREBY.
The Sponsor will inform the Employer of any amendments to the
Plan or Trust Agreement or of the discontinuance or abandonment
of the Plan or Trust.
Any inquiries regarding the adoption of the Plan should be
directed to the Sponsor as follows:
Pentegra Services, Inc.
108 Corporate Park Drive
White Plains, New York 10604
(914) 694-1300
IN WITNESS WHEREOF, the Employer has caused this Adoption
Agreement to be executed by its duly authorized officer this
9 day of March, 19 97.
----- ----- --
Home Federal Savings Bank
By: /s/ Roger P. Weise
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Name: Roger P. Weise
-------------------
Title: President and CEO
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6/96 14