EXHIBIT 10.4
LIFE SAVINGS BANK, FEDERAL SAVINGS BANK
1996 STOCK OPTION PLAN
1. DEFINITIONS.
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(a) "Affiliate" means (i) a member of a controlled group of corporations
of which the Bank is a member or (ii) an unincorporated trade or business which
is under common control with the Bank as determined in accordance with Section
414(c) of the Internal Revenue Code of 1986, as amended, (the "Code") and the
regulations issued thereunder. For purposes hereof, a "controlled group of
corporations" shall mean a controlled group of corporations as defined in
Section 1563(a) of the Code determined without regard to Section 1563(a)(4) and
(e)(3)(C).
(b) "Award" means a grant of one or some combination of one or more
Non-statutory Stock Options, Incentive Stock Options and Option related rights
under the provisions of this Plan.
(c) "Bank" means Life Savings Bank, Federal Savings Bank.
(d) "Board of Directors" or "Board" means the board of directors of the
Bank.
(e) "Change in Control" means a change in control of the Bank of a nature
that; (i) would be required to be reported in response to Item 1 of the current
report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act");
or (ii) results in a Change in Control within the meaning of the Home Owners'
Loan Act of 1933, as amended ("HOLA") and the Rules and Regulations promulgated
by the Office of Thrift Supervision ("OTS") (or its predecessor agency), as in
effect on the date hereof (provided, that in applying the definition of change
in control as set forth under such rules and regulations the Board shall
substitute its judgment for that of the OTS); or (iii) without limitation such a
Change in Control shall be deemed to have occurred at such time as (A) any
"person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act)
is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Bank, or a holding
company to be formed by the Bank, representing 20% or more of the Bank's or its
holding company's outstanding securities except for any securities of the Bank
purchased by a holding company formed by the Bank for that purpose in connection
with the reorganization of the Bank and any securities purchased by any tax
qualified employee benefit plan of the Bank; or (B) individuals who constitute
the Board on the date hereof (the "Incumbent Board") cease for any reason to
constitute at least a majority thereof, provided that any person becoming a
director subsequent to the date hereof whose election was approved by a vote of
at least three-quarters of the directors comprising the Incumbent Board, or
whose nomination for election by the Bank's stockholders was approved by the
same Nominating Committee serving under an Incumbent Board, shall be, for
purposes of this
clause (B), considered as though he were a member of the Incumbent Board; or (C)
a plan of reorganization, merger, consolidation, sale of all or substantially
all the assets of the Bank or similar transaction occurs in which the Bank is
not the resulting entity; or (D) a solicitation of shareholders of the Bank, by
someone other than the current management of the Bank, seeking stockholder
approval of a plan of reorganization, merger or consolidation of the Bank or
similar transaction with one or more corporations, as a result of which the
outstanding shares of the class of securities then subject to the plan are
exchanged for or converted into cash or property or securities not issued by the
Bank or (E) a tender offer is made for 20% or more of the voting securities of
the Bank.
(f) "Code" means the Internal Revenue Code of 1986, as amended.
(g) "Committee" means a committee consisting of the entire Board of
Directors or consisting solely of two or more members of the Board of Directors
who are non-employee directors as such term is defined under Rule 16b-3(b)(3)(i)
under the Exchange Act as promulgated by the Securities and Exchange Commission.
(h) "Common Stock" means the Common Stock of the Bank, stated value,
$8.00 per share or any stock exchanged for shares of Common Stock pursuant to
Section 14 hereof.
(i) "Date of Grant" means the effective date of an Award.
(j) "Disability" means the permanent and total inability by reason of
mental or physical infirmity, or both, of a Participant to perform the work
customarily assigned to him, or in the case of a Director, to serve on the
Board. Additionally, a medical doctor selected or approved by the Board of
Directors must advise the Committee that it is either not possible to determine
when such Disability will terminate or that it appears probable that such
Disability will be permanent during the remainder of said Participant's
lifetime.
(k) "Effective Date" means November 21, 1996, the effective date of the
Plan.
(l) "Employee" means any person who is currently employed by the Bank or
an Affiliate, including officers, but such term shall not include Outside
Directors.
(m) "Employee Participant" means an Employee who holds an outstanding
Award under the terms of the Plan.
(n) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
(o) "Exercise Price" means the purchase price per share of Common Stock
deliverable upon the exercise of each Option in order for the option to be
exchanged for shares of Common Stock.
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(p) "Fair Market Value" means, when used in connection with the Common
Stock on a certain date, the average of the high and low bid prices of the
Common Stock as reported by the National Association of Securities Dealers
Automated Quotation System ("NASDAQ"), the New York Stock Exchange ("NYSE") or
the American Stock Exchange ("AMEX") (as published by the Wall Street Journal,
if published) on such date or if the Common Stock was not traded on such date,
on the next preceding day on which the Common Stock was traded thereon or the
last previous date on which a sale is reported. If the Common Stock is not
reported on the NASDAQ, AMEX or the NYSE, the Fair Market Value of the Common
Stock is the value so determined by the Board in good faith.
(q) "Incentive Stock Option" means an Option granted by the Committee to a
Participant, which Option is designated by the Committee as an Incentive Stock
Option pursuant to Section 7 hereof and is intended to be such under Section 422
of the Code.
(r) "Limited Right" means the right to receive an amount of cash based
upon the terms set forth in Section 8 hereof.
(s) "Non-statutory Stock Option" means an Option granted by the Committee
to a Participant pursuant to Section 6 hereof, which is not designated by the
Committee as an Incentive Stock Option or which is redesignated by the Committee
under Section 7 as a Non-Statutory Stock Option.
(t) "Option" means the right to buy a fixed amount of Common Stock at the
Exercise Price within a limited period of time designated as the term of the
option as granted under Section 6 or 7 hereof.
(u) "Outside Director" means a member of the Board of Directors of the
Bank or its Affiliates, who is not also an Employee.
(v) "Outside Director Participant" means an Outside Director who holds an
outstanding Award under the terms of the Plan.
(w) "Participant" means any Employee or Outside Director who holds an
outstanding Award under the terms of the Plan.
(x) "Retirement" with respect to an Employee Participant means termination
of employment which constitutes retirement under any tax qualified plan
maintained by the Bank. However, "Retirement" will not be deemed to have
occurred for purposes of this Plan if a Participant continues to serve on the
Board of Directors of the Bank or its Affiliates even if such Participant is
receiving retirement benefits under any retirement plan of the Bank or its
Affiliates. With respect to an Outside Director Participant "Retirement" means
the termination of service from the Board of Directors of the Bank or its
Affiliates following written notice to the Board as a whole of such Outside
Director's intention to retire or retirement as determined by the Bank (or
Affiliate's) bylaws, or by reaching age 65, except that an Outside Director
shall not be
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deemed to have retired for purposes of the Plan in the event he continues to
serve as a consultant to the Board or as an advisory director.
(y) "Termination for Cause" shall mean, in the case of an Outside
Director, removal from the Board of Directors, or, in the case of an Employee,
termination of employment, in both such cases as determined by the Board of
Directors, because of a material loss to the Bank or one of its Affiliates
caused by the Participant's intentional failure to perform stated duties,
personal dishonesty, willful violation of any law, rule, regulation, (other than
traffic violations or similar offenses) or final cease and desist order. No act,
or the failure to act, on Participant's part shall be "willful" unless done, or
omitted to be done, not in good faith and without reasonable belief that the
action or omission was in the best interest of the Bank or one of its
Affiliates.
2. ADMINISTRATION.
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(a) The Plan as regards Awards to employees of the Bank or its Affiliates,
shall be granted and administered by the Committee. The Committee is
authorized, subject to the provisions of the Plan, to grant awards to Employees
and Outside Directors and to establish such rules and regulations as it deems
necessary for the proper administration of the Plan and to make whatever
determinations and interpretations in connection with the Plan it deems
necessary or advisable. All determinations and interpretations made by the
Committee shall be binding and conclusive on all Participants in the Plan and on
their legal representatives and beneficiaries.
(b) Awards to Outside Directors shall be granted and administered by the
Committee, pursuant to the terms of this Plan.
3. TYPES OF AWARDS AND RELATED RIGHTS.
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The following Awards and related rights as described in Sections 6 through
11 hereof may be granted under the Plan:
(a) Non-statutory Stock Options;
(b) Incentive Stock Options;
(c) Limited Rights
4. STOCK SUBJECT TO THE PLAN.
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Subject to adjustment as provided in Section 14, the maximum number of
shares reserved for Awards under the Plan is 107,200 shares of the Common Stock.
These shares of Common Stock may be either authorized but unissued shares or
authorized shares previously issued and reacquired by the Bank. To the extent
that Awards are granted under the Plan, the shares underlying such Awards will
be unavailable for any other use including future grants under the Plan except
that, to the extent that Awards terminate, expire, are forfeited or are
cancelled without having been exercised (in the case of Limited Rights,
exercised for cash), new Awards may be made with respect to these shares.
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5. ELIGIBILITY.
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Subject to the terms herein all Employees and Outside Directors shall be
eligible to receive Awards under the Plan.
6. NON-STATUTORY STOCK OPTIONS.
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The Committee may, subject to the limitations of the Plan and the
availability of shares reserved but unawarded in the Plan, from time to time,
grant Non-statutory Stock Options to Employees and Outside Directors and, upon
such terms and conditions as the Committee may determine, grant Non-statutory
Stock Options in exchange for and upon surrender of previously granted Awards
under this Plan. Non-statutory Stock Options granted under this Plan are
subject to the following terms and conditions:
(a) Exercise Price. The Exercise Price of each Non-statutory Stock Option
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shall be determined by the Committee on the date the option is granted. Such
Exercise Price shall not be less than 100% of the Fair Market Value of the
Common Stock on the Date of Grant. Shares may be purchased only upon full
payment of the Exercise Price or upon operation of an Alternate Option Payment
Mechanism set out in Section 9 hereof.
(b) Terms of Options. The term during which each Non-statutory Stock
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Option may be exercised shall be determined by the Committee, but in no event
shall a Non-statutory Stock Option be exercisable in whole or in part more than
10 years from the Date of Grant. The Committee shall determine the date on
which each Non-statutory Stock Option shall become exercisable. The shares
comprising each installment may be purchased in whole or in part at any time
during the term of such Option after such installment becomes exercisable. The
Committee may, in its sole discretion, accelerate the time at which any
Non-statutory Stock Option may be exercised in whole or in part. The
acceleration of any Non-statutory Stock Option under the authority of this
paragraph creates no right, expectation or reliance on the part of any other
Participant or that certain Participant regarding any other unaccelerated
Non-statutory Stock Options.
(c) Termination of Employment or Service. Unless otherwise determined by
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the Committee, upon the termination of a Participant's employment or service for
any reason other than Disability, death or Termination for Cause, a
Non-statutory Stock Option shall be exercisable only as to those shares that
were immediately exercisable by the Participant at the date of termination and
only for a period of one year following termination. Notwithstanding any
provisions set forth herein or contained in any Agreement relating to an award
of an Option, in the event of termination for Disability, death, Retirement or a
Change in Control, all Options shall immediately vest and be exercisable for one
year after such termination, and in the event of Termination for Cause all
rights under the Participant's Non-Statutory Stock Options shall expire
immediately upon termination.
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(d) Change in Control. Unless otherwise determined by the Committee, in
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the event of the termination of the Participant's employment or service
following a Change in Control, all Non-statutory Stock Options held by the
Participant, whether or not exercisable at such time, shall become exercisable
by the Participant or his legal representatives or beneficiaries and remain
exercisable for one year or such longer period as determined by the Committee
following the date of the termination of employment or service, provided that in
no event shall the period extend beyond the expiration of the term of the
Non-statutory Stock Option.
7. INCENTIVE STOCK OPTIONS.
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The Committee may, subject to the limitations of the Plan and the
availability of shares reserved but unawarded in the Plan, from time to time,
grant Incentive Stock Options to Employees. Incentive Stock Options granted
pursuant to the Plan shall be subject to the following terms and conditions:
(a) Exercise Price. The Exercise Price of each Incentive Stock Option
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shall be not less than 100% of the Fair Market Value of the Common Stock on the
Date of Grant. However, if at the time an Incentive Stock Option is granted to
a Participant, the Participant owns Common Stock representing more than 10% of
the total combined voting securities of the Bank (or, under Section 424(d) of
the Code, is deemed to own Common Stock representing more than 10% of the total
combined voting power of all classes of stock of the Bank, by reason of the
ownership of such classes of stock, directly or indirectly, by or for any
brother, sister, spouse, ancestor or lineal descendent of such Participant, or
by or for any corporation, partnership, estate or trust of which such
Participant is a shareholder, partner or beneficiary), ("10% Owner"), the
Exercise Price per share of Common Stock deliverable upon the exercise of each
Incentive Stock Option shall not be less than 110% of the Fair Market Value of
the Common Stock on the Date of Grant. Shares may be purchased only upon
payment of the full Exercise Price or upon operation of an Alternate Option
Payment Mechanism set out in Section 9 hereof.
(b) Amounts of Options. Incentive Stock Options may be granted to any
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Employee in such amounts as determined by the Committee; provided that the
amount granted is consistent with the terms of Section 422 of the Code. In the
case of an option intended to qualify as an Incentive Stock Option, the
aggregate Fair Market Value (determined as of the time the Option is granted) of
the Common Stock with respect to which Incentive Stock Options granted are
exercisable for the first time by the Participant during any calendar year
(under all plans of the Participant's employer corporation and its parent and
subsidiary corporations) shall not exceed $100,000. The provisions of this
Section 7(b) shall be construed and applied in accordance with Section 422(d) of
the Code and the regulations, if any, promulgated thereunder. To the extent an
award under this Section 7 exceeds this $100,000 limit, the portion of the
Options in excess of such limit shall be deemed a Non-statutory Stock Option.
The Committee shall have discretion to redesignate Options granted as Incentive
Stock Options as Non-Statutory Stock Options. Such redesignation shall not be
deemed to be a new grant or a regrant of such Options. Such Non-statutory Stock
Options shall be subject to Section 6 hereof.
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(c) Terms of Options. The term during which each Incentive Stock Option
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may be exercised shall be determined by the Committee, but in no event shall an
Incentive Stock Option be exercisable in whole or in part more than 10 years
from the Date of Grant. If at the time an Incentive Stock Option is granted to
a Participant who is a 10% Owner, the Incentive Stock Option granted to such
Employee Participant shall not be exercisable after the expiration of five years
from the Date of Grant. No Incentive Stock Option granted under this Plan is
transferable except by will or the laws of descent and distribution and is
exercisable in his lifetime only by the Employee Participant to whom it is
granted.
The Committee shall determine the date on which each Incentive Stock Option
shall become exercisable. The shares comprising each installment may be
purchased in whole or in part at any time during the term of such option after
such installment becomes exercisable. The Committee may, in its sole
discretion, accelerate the time at which any Incentive Stock Option may be
exercised in whole or in part. The acceleration of any Incentive Stock Option
under the authority of this paragraph creates no right, expectation or reliance
on the part of any other Participant or that certain Participant regarding any
other unaccelerated Incentive Stock Options.
(d) Termination of Employment. Unless otherwise determined by the
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Committee, upon the termination of an Employee Participant's service for any
reason other than Disability, Retirement, death, Change in Control or
Termination for Cause, the Employee Participant's Incentive Stock Options shall
be exercisable only as to those shares that were immediately exercisable by the
Employee Participant at the date of termination and only for a period of three
months following termination. Notwithstanding any provisions set forth herein
or contained in any Agreement relating to an award of an Option, in the event of
termination for Disability, Retirement or death, all Options shall immediately
vest and be exercisable for one year after such termination, (however, in the
event of Retirement, exercising after three months will result in loss of
incentive stock option treatment under the Code) and in the event of Termination
for Cause all rights under the Employee Participant's Incentive Stock Options
shall expire immediately upon termination.
(e) Change in Control. Unless otherwise determined by the Committee, in
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the event of the termination of the Employee Participant's employment following
a Change in Control, all Incentive Stock Options held by the Participant,
whether or not exercisable at such time, shall become exercisable by the
Participant or his legal representatives or beneficiaries and remain exercisable
for one year or such longer period as determined by the Committee following the
date of termination of the Employee Participant's employment, provided however,
that such option shall not be eligible for treatment as an Incentive Stock
Option in the event such option is exercised more than three months following
the date of termination of employment, and provided further, that in no event
shall the period extend beyond the expiration of the term of the Incentive Stock
Option.
(f) Compliance with Code. The Options granted under this Section are
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intended to qualify as incentive stock options within the meaning of Section 422
of the Code, but the Bank makes no warranty as to the qualification of any
option as an incentive stock option within the
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meaning of Section 422 of the Code. All Options that do not so quality shall be
treated as Non-statutory Stock Options.
8. LIMITED RIGHTS.
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Simultaneously with the grant of any Option to an Employee, the Committee
may grant a Limited Right with respect to all or some of the shares covered by
such Option. Limited Rights granted under this Plan are subject to the
following terms and conditions:
(a) Terms of Rights. In no event shall a Limited Right be exercisable in
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whole or in part before the expiration of six months from the Date of Grant of
the Limited Right. A Limited Right may be exercised only in the event of a
Change in Control.
The Limited Right may be exercised only when the underlying Option is
eligible to be exercised, and only when the Fair Market Value of the underlying
shares on the day of exercise is greater than the Exercise Price of the
underlying Option.
Upon exercise of a Limited Right, the underlying Option shall cease to be
exercisable. Upon exercise or termination of an Option, any related Limited
Rights shall terminate. The Limited Rights may be for no more than 100% of the
difference between the purchase price and the Fair Market Value of the Common
Stock subject to the underlying option. The Limited Right is transferable only
when the underlying option is transferable and under the same conditions.
(b) Payment. Upon exercise of a Limited Right, the holder shall promptly
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receive from the Bank an amount of cash or some other payment option found in
Section 12, equal to the difference between the Exercise Price of the underlying
option and the Fair Market Value of the Common Stock subject to the underlying
Option on the date the Limited Right is exercised, multiplied by the number of
shares with respect to which such Limited Right is being exercised. Payments
shall be less an applicable tax withholding as set forth in Section 15.
9. ALTERNATE OPTION PAYMENT MECHANISM
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The Committee has sole discretion to determine what form of payment it will
accept for the exercise of an Option. The Committee may indicate acceptable
forms in the Award Agreement covering such Options or may reserve its decision
to the time of exercise. No Option is to be considered exercised until payment
in full is accepted by the Committee or its agent.
(a) Cash Payment. The exercise price may be paid in cash or by certified
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check.
(b) Borrowed Funds. To the extent permitted by law, the Committee may
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permit all or a portion of the exercise price of an Option to be paid through
borrowed funds.
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(c) Exchange of Common Stock.
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(i) The Committee may permit payment by the tendering of
previously acquired shares of Common Stock. This includes the use of "pyramiding
transactions" whereby some number of Options are exercised. The shares gained
through the exercise are then tendered back to the Bank as payment for some
other number of Options. This transaction may be repeated as needed to exercise
all of the Options available.
(ii) Any shares of Common Stock tendered in payment of the exercise
price of an Option shall be valued at the Fair Market Value of the Common Stock
on the date prior to the date of exercise.
10. RIGHTS OF A SHAREHOLDER
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No Participant shall have any rights as a shareholder with respect to any
shares covered by an Option until the date of issuance of a stock certificate
for such shares. Nothing in this Plan or in any Award granted confers on any
person any right to continue in the employ or service of the Bank or its
Affiliates or interferes in any way with the right of the Bank or its Affiliates
to terminate a Participant's services as an officer or other employee at any
time.
11. NON-TRANSFERABILITY
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Except to the extent permitted or restricted by the Code, the rules
promulgated under Section 16(b) of the Exchange Act or any successor statutes or
rules:
(i) The recipient of an Award shall not sell, transfer, assign,
pledge, or otherwise encumber shares subject to the Award until full vesting of
such shares has occurred. For purposes of this section, the separation of
beneficial ownership and legal title through the use of any "swap" transaction
is deemed to be a prohibited encumbrance.
(ii) Unless determined otherwise by the Committee and except in the
event of the Participant's death or pursuant to a domestic relations order, an
Award is not transferable and may be earned in his lifetime only by the
Participant to whom it is granted. Upon the death of a Participant, an Award is
transferable by will or the laws of intestate succession. The designation of a
beneficiary does not constitute a transfer.
(iii) If a recipient of an Award is subject to the provisions of
Section 16 of the Exchange Act, shares of Common Stock subject to such Award may
not, without the written consent of the Committee (which consent may be given in
the Stock Award Agreement), be sold or otherwise disposed of within six months
following the date of grant of the Award.
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12. AGREEMENT WITH GRANTEES.
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Each Award will be evidenced by a written agreement, executed by the
Participant and the Bank or its Affiliates that describes the conditions for
receiving the Awards including the date of Award, the Exercise Price, the terms
or other applicable periods, and other terms and conditions as may be required
or imposed by the Plan, the Committee, the Board of Directors, tax law
considerations or applicable securities law considerations.
13. DESIGNATION OF BENEFICIARY.
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A Participant may, with the consent of the Committee, designate a person or
persons to receive, in the event of death, any Award to which the Participant
would then be entitled. Such designation will be made upon forms supplied by
and delivered to the Bank and may be revoked in writing. If a Participant fails
effectively to designate a beneficiary, then the Participant's estate will be
deemed to be the beneficiary.
14. DILUTION AND OTHER ADJUSTMENTS.
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In the event of any change in the outstanding shares of Common Stock by
reason of any stock dividend or split, recapitalization, merger, consolidation,
spin-off, reorganization, combination or exchange of shares, or other similar
corporate change, or other increase or decrease in such shares without receipt
or payment of consideration by the Bank, the Committee will make such
adjustments to previously granted Awards, to prevent dilution or enlargement of
the rights of the Participant including any or all of the following:
(a) adjustments in the aggregate number or kind of shares of Common Stock
that may underlie future Awards under the Plan;
(b) adjustments in the aggregate number or kind of shares of Common Stock
underlying Awards already made under the Plan;
(c) adjustments in the purchase price of outstanding Incentive and/or
Non-statutory Stock Options, or any Limited Rights attached to such
Options.
No such adjustments may, however, materially change the value of benefits
available to a Participant under a previously granted Award. All awards under
this Plan shall be binding upon any successors or assigns of the Bank.
15. TAX WITHHOLDING.
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Awards under this Plan shall be subject to tax withholding to the extent
required by any governmental authority. Any withholding shall comply with Rule
16b-3, if applicable, or any amendment or successor rule. Shares of Common
Stock withheld to pay for tax withholding
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amounts shall be valued at their Fair Market Value on the date the Award is
deemed taxable to the Participant.
16. AMENDMENT OF THE PLAN.
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The Board of Directors may at any time, and from time to time, modify or
amend the Plan in any respect, prospectively or retroactively; provided however,
that provisions governing grants of Incentive Stock Options, unless permitted by
the rules and regulations or staff pronouncements promulgated under the Code,
shall be submitted for shareholder approval to the extent required by such law,
regulation or interpretation.
Failure to ratify or approve amendments or modifications by shareholders
shall be effective only as to the specific amendment or modification requiring
such ratification. Other provisions, sections, and subsections of this Plan
will remain in full force and effect.
No such termination, modification or amendment may affect the rights of a
Participant under an outstanding Award without the written permission of such
Participant.
17. EFFECTIVE DATE OF PLAN.
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The Effective Date of the Plan shall be the date of its adoption by the
Board of Directors.
18. TERMINATION OF THE PLAN.
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The right to grant Awards under the Plan will terminate upon the earlier of
ten (10) years after the Effective Date of the Plan or the exercise of Options,
or related Limited Rights equivalent to the maximum number of shares reserved
under the Plan as set forth in Section 4. The Board of Directors has the right
to suspend or terminate the Plan at any time, provided that no such action will,
without the consent of a Participant or Outside Director Participant, adversely
affect his vested rights under a previously granted Award.
19. APPLICABLE LAW.
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The Plan will be administered in accordance with the laws of the State of
California to the extent not superceded by federal law.
20. SUCCESSORS AND ASSIGNS.
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All awards under this Plan shall be binding upon any successors or assigns
of the Bank including any holding company that may be formed by the Bank. Upon
the formation of a holding company, this Plan shall be amended to become the
plan of such holding company.
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21. DELEGATION OF AUTHORITY.
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The Committee may delegate all authority for: the determination of forms of
payment to be made by or received by the Plan; the execution of Award
Agreements; the determination of Fair Market Value; the determination of all
other aspects of administration of the Plan to the executive officer(s) of the
Bank. The Committee may rely on the descriptions, representations, reports and
estimates provided to it by the management of the Bank for determinations to be
made pursuant to the Plan.
IN WITNESS WHEREOF, the Bank has established this Plan, as amended to be
executed by its duly authorized executive officer and the corporate seal to be
affixed and duly attested, effective as of the 21st day of November, 1996.
[CORPORATE SEAL] LIFE SAVINGS BANK,
FEDERAL SAVINGS BANK
November 21, 1996 By: /s/ Daniel L. Perl
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Date Daniel L. Perl
Chief Executive Officer
ADOPTED BY THE BOARD OF DIRECTORS:
November 21, 1996 By: /s/ L. Bruce Mills, Jr.
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Date L. Bruce Mills, Jr.
Secretary
APPROVED BY STOCKHOLDERS:
By:
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Date Secretary
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