ADOPTION AGREEMENT TO THE ST. JOSEPH CAPITAL BANK 401(k) PLAN [CROWE CHIZEK LOGO] CROWE CHIZEK

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ADOPTION AGREEMENT TO THE
ST. XXXXXX CAPITAL BANK
401(k) PLAN

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[XXXXX XXXXXX LOGO]
XXXXX XXXXXX

VOLUME SUBMITTER ADOPTION AGREEMENT

SALARY REDUCTION/401(K) PROFIT SHARING RETIREMENT PLAN AND TRUST

PLAN
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SECTION
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INSTRUCTIONS REFERENCE PLAN PROVISION
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1A. Insert the name
to be used in the 1. A. Name of the Plan
title of the Plan. 1.39 The name of the Plan is St.
Xxxxxx Capital Bank 401(k) Plan.

B. Insert the B. The Plan number is 001.
three-digit number
used to identify
the Plan.

2A. Fill in the 2. Sponsor
exact legal name of
the Sponsor. If
the Sponsor is a A. The Sponsor is St. Xxxxxx
proprietorship, Capital Bank.
fill in the name of
the individual. 1.46 B. The address of the Sponsor is:
0000 Xxxxxxx Xxx #000
Xxxxx Xxxx, XX 00000

C. The telephone number of the Sponsor is
000-000-0000.

D. The Employer Identification Number of the
Sponsor is 00-0000000.

E. The Nature of the Sponsor's business is
Banking.

F. The Sponsor's fiscal year is the 12-month
period ending on December 31.

G. The Sponsor is
(1) /x/ a C corporation
(2) an S corporation
(3) a partnership
(4) a proprietorship

3A. Insert the 3. Effective Date
effective date of
the Plan. 1.13
(Generally the
effective

date should be the A. The Effective Date of the Plan is
first day of the September 1, 1996.
first plan year
beginning after
December 31, 1988.)

B. Insert the effective
date of the earliest
predecessor of the
Plan, if any. If
there is no
predecessor, insert B. The original effective date of the Plan is
"N/A". ________ .

4. Insert the name, 1.49 4. Trustee
address and
telephone number of A. The Trustee is Indiana Trust &
the Trustee. Investment Management Company.

B. The address of the Trustee is:
0000 Xxxxxx Xxxxx Xxxxxxx
Xxxxxxxxx, XX 00000.

C. The telephone number of the Trustee is
(000) 000-0000.

5. Choose A, B or C. 1.41 5. The Plan Year is the twelve consecutive
If you choose month period (or shorter period in the event
C, fill in the of a change in the Plan Year) ending on --
applicable month
and day.
A. /X/ The last day of the Sponsor's
fiscal year.
B. /X/ December 31

C. /X/ Other:_______.

1.07 6. Compensation: For the purpose of
allocating Employer Contributions to a
Participant's Individual Account, the
definition of Compensation shall be modified
as follows:

6A. Choose as many A. Compensation is modified as follows:
of the modifications
as you desire. If you (1) / / Compensation shall not exceed ____.
choose (1), complete
the blank. If you (2) / / Compensation excludes:
choose (2), select (a),
(b) or (c) or any (a) / / bonuses
combination.
(b) / / all commissions

B. Choose (1) or (2). B. Compensation includes Compensation --

(1) / / For the whole Plan Year whether or
not the Employee is a Participant
for the whole year.

(2) /x/ Only for that part of the Plan Year
during which the Employee is a
Participant.

C. Choose (1) or (2). C. Compensation shall include contributions
made pursuant to a salary reduction
agreement which are not includable in the
gross income of the Employee under Sections
125, 402(a)(8), 402(h), or 403(b) of the
Internal Revenue Code.

(1) /x/ Yes

(2) / / No

7. Choose A or B. 1.16 7. Employee - The term Employee includes a
Leased Employee of the Employer.

A. / / Yes

B. /x/ No

8. Choose A or B. 1.11 8. Early Retirement Age
If you choose B,
select the A. / / There is no Early Retirement Age.
appropriate
requirement and B. /x/ There is an Early Retirement Age, and it
complete its requires one of the following:
blanks.
(1) /x/ Age 55.

(2) / / Age __ and __ Years of Service.

(3) / / Other:_____.

9. Choose A, B or C. 1.36 9. Normal Retirement Age

A. /x/ Age 65.

B. / / Age __ and __ Years of Service.

C. / / Other:_____.

10. If you do not 1.10 10. Disabled
want to
automatically A. / / The Plan makes no special provision for
provide a Disabled Participants.
fully-vested
benefit to a B. /X/ The Plan makes special provision for
Disabled Disabled Participants. A Participant is
Participant, check Disabled if he is determined by the Plan
A, and Disabled Administrator to meet one or more of the
Participants will following requirements:
be treated as any
other terminated (1) /X/The Participant is receiving disability
Participant. If benefits under the Social Security Act as
you want to the result of total and permanent
automatically disability.
provide a
fully-vested (2) /X/The Participant is receiving benefits
benefit to a under a disability income plan maintained by
Disabled the Employer as a result of total and
Participant, choose permanent disability.
B. If you choose
B, select (1), (2), (3) /X/The Participant is determined by a
(3), (4) or any physician chosen by the Plan Administrator
combination. If to be totally and permanently disabled.
you select (4),
complete the blank. (4) / / Other: _________.

COUNTING SERVICE

11. Choose A or B. 1.54 11. How Years of Service Will be Determined
If you choose A,
Service is based on A. /X/Completed Hours of Service Method
actual time spent
at work (or paid). B. / /Elapsed Time Method
If you choose B,
Employees receive
credit whenever
they are on the
payroll, regardless
of the actual
amount of service
performed.

12. Complete this 1.08 12. Computation Periods
Section if you
count Hours of A. Eligibility Computation Period
Service under the
Completed Hours of
Service method.

A. Choose (1) or The Computation Period for determining
(2). If you choose when an Employee becomes an Eligible
(2), then you Employee begins on the Employee's
eliminate multiple Employment Date. Subsequent Computation
Computation Periods Periods shall begin --
after the first
Computation

Period,
but Employees can
accumulate 2 Years (1) On the anniversary of the Employment
of Service for Date.
eligibility (2) /x/ On the first day of the Plan Year,
purposes without starting with the Plan Year that includes
the necessity of the first anniversary of the Employment
working 24 months. Date.

B. Vesting Computation Period
The Computation Period that will be used
B. Choose (1) or to determine Years of Service for vesting
(2). If you choose purposes begins --
(1), each Employee (1) On an Employee's Employment Date and
has an individual anniversaries of that date.
Computation Period. (2) /x/ On the first day of the Plan Year.

ELIGIBILITY TO BECOME A PARTICIPANT

13. Choose A or B. 1.15 13. Eligible Employee
(1) A. An Eligible Employee is:
(1) Any Employee of the Employer.

(2) /x/ An Employee of the Employer who
meets all of the requirements checked
in (B) and all of the requirements
checked in (C).
13B. Do not select an
Age requirement older
than 21.

Effect on Entry Date:
If you choose anything B. Age and Service Requirements
other than Age 20-1/2 (1) /x/ Age 21.
or younger and/or 6 (2) Year(s) of Service
months of service or (3) Month(s) of service (regardless
less, you must choose of the number of Hours of Service
at least two Entry performed)
Dates in Sec. 14. (4) Other:__________________________.

C. Employment Status Requirements

(1) / / Paid on an hourly basis

(2) / / Not paid on an hourly basis

(3) / / Paid on a salaried basis

(4) / / Not paid on a salaried basis

(5) / / Represented for collective
bargaining purposes by any bargaining
unit for which retirement benefits
have been the subject of good faith
bargaining between any Employer and
employee representatives

(6) /X/ Not represented for collective
bargaining purposes by any bargaining
unit for which retirement benefits
have been the subject of good faith
bargaining between any Employer and
employee representatives

(7) If you choose (7), (7) / / Not covered under any other
select either (a), (b) qualified --
or both.
(a) / / profit sharing plan to which any
Employer contributes

(b) / / pension plan to which any
Employer contributes

(8) / / Renders services at the following
location or division or in the
following positions:

14. Choose A, B, C, or D. 1.21 14. Entry Date

A. / / The first day of the Plan Year
coinciding with or immediately
following the date on which an
Employee becomes an Eligible
Employee.

6.
8
B. The first day of the Plan Year or
the first day of the seventh month of
the Plan Year which coincides with or
immediately follows the date on which
an Employee becomes an Eligible
Employee.

C. /X/ The first day of the Plan Year
nearest the date on which an Employee
becomes an Eligible Employee.

D. / / Other: the later of the date an
employee attains age 21 or the date
of hire.

15A Choose (1), (2) or 3.02 15. Employee Deferral Contributions
(3). If you chose (1), A. A Participant may elect to make
fill in the maximum Employee Deferral Contributions to
percentage (not the Plan as follows:
exceeding 25%). If you
choose (2), fill in a (1) /x/ Up to 15% of the Members's
dollar amount (not Compensation.
exceeding the limit
imposed by Section (2) Up to $ per Plan Year.
402(g) of the Internal
Revenue Code). Note: (3) Up to the maximum amount
Even if you do not permitted under the Plan.
choose (3), Before-Tax
Contributions are still
subject to the limits
contained in the Plan.

B. Specify the Election 1.14 B. Election Period means
Period to which a
Participant's election (1) /X/ The Plan Year
of Employee Deferral
Contribution applies. (2) The 3 month period beginning on
If you choose (2) or the first day of each calendar
(3), complete the quarter.
blanks.
(3) Other:

EMPLOYER NON-ELECTIVE AND MATCHING CONTRIBUTIONS

16. A. and B. Choose one of 7.01 16. Vesting
the schedules listed in
(1) through (7). If you A. Non-elective Employer
required more than 1 Year Contributions: The following
of Service to vesting schedule applies to the
participate, you must Account attributable to
choose (1) or (2). If Non-Elective
you choose (7), complete
the schedule using the
percentages not less
generous than (5) or (6).

9
Percentage Vested

Years of Service (1) (2) (3) (4) (5) (6) (7)
/ / / / /X / / / / / / / / /

Less than 1 100% 0 0 0 0 0 ___%
1 0 0 0 0 0 ___%
2 100% 0 20 0 0 ___%
3 100% 40 20 0 ___%
4 60 40 0 ___%
5 80 60 100% ___%
6 100% 80 ___%
7 OR MORE 100% ___%

B. Matching Contributions: The following
vesting schedule applies to the portion of a
Participant's Individual Account
attributable to Matching Contributions.

Percentage Vested

Years of Service (1) (2) (3) (4) (5) (6) (7)
/ / / / /X / / / / / / / / /

Less than 1 100% 0 0 0 0 0 ___%
1 0 0 0 0 0 ___%
2 100% 0 20 0 0 ___%
3 100% 40 20 0 ___%
4 60 40 0 ___%
5 80 60 100% ___%
6 100% 80 ___%
7 OR MORE 100% ___%

16C. Choose (1) or (2). C. In determining a Participant's
nonforfeitable Individual
Account balance, Years of
Service prior to the existence of
the Plan shall be disregarded.

(1) / / Yes

(2) /X/ No.

17. Choose either A or B. If you 17. The following vesting schedule
choose A, complete the blank with applies to the Plan for any
the appropriate number of Years Plan Year in which it is
of Service; this may not exceed a Top-Heavy Plan:
3. If you choose
A. /X/ 100% vesting after 3
(not to exceed 3)
Years of Services.

B. complete all B. / / ___ % (not less than 20%) vesting after 2
of the blanks with the Years of Service.
appropriate percentages; do not
exceed the percentages indicated. ___% (not less than 40%) vesting after 3
Years of Service.

___% (not less than 60%) vesting after 4
Years of Service.

___% (not less than 80%) vesting after 5
Years of Service.

___% vesting after 6 Years of Service.

18. Choose A or B. If you choose 3.04 18. Matching Contributions
A, go to 19.
A. / / The Plan does not provide for Matching
Contributions (go to 19).

If you choose B, choose a formula B. /X/ The Plan permits Matching Contributions.
in (1), (2) or (3). If you The Matching Employer Contribution is:
choose (2), specify the
percentage of Employee Deferral (1) /X/ An amount determined by the Employer.
Contributions which will be
matched. If you choose (3), (2) / / ___% of the sum of the employee Deferral
specify the percentages and Contributions made for Participants during
amounts of the Employee Deferral the Plan Year.
Contributions which will be
matched. (3) / / ___% of the sum of the first ___% of
Compensation contributed by each Participant
as an Employee Deferral Contribution for the
Plan Year, plus ___% of the next ___% of
Compensation contributed by each Participant
as an Employee Deferral Contribution for the
Plan Year.

C. If you choose B, also choose C. In applying the formula described in B
(1), (2) or (3) (you may choose for a Plan Year, the following Employee
both (2) and (3) as applicable). Deferral Contributions made for the Plan
If you choose (3), fill in the Year shall be considered:
percentage.
(1) / / All Employee Deferral Contributions.

(2) / / All Employee Deferral Contributions not
withdrawn or distributed during the Plan
Year.

11
(3) /X/ All Employee Deferral
Contributions which do not
exceed 6% of the contributing
Participant's Compensation.

D. If you choose B, Choose (1), D. Matching Contributions will be
(2), (3) or (4). If you choose allocated to the following
(3) or (4), specify the Hours of Participants
Service necessary (not to exceed
1000) to receive an allocation of (1) / / Each Participant who made
Matching Contributions for the Employee Deferral
Plan Year. In addition, you may Contributions for the Plan
also choose (5), if applicable. Year.

(2) / / Each Participant described in
(1) who is in the service of
the Employer on the last day
of the Plan Year.

(3) / / Each Participant described in
(1) who earned __ or more
Hours of Service during the
Plan Year.

(4) /X/ Each Participant described in
(1) who is in the service of
the Employer on the last day
of the Plan Year and who
completes 1,000 or more Hours
of Service during the Plan
Year.

(5) /X/ Each Participant described in
(1) who dies, retires or
becomes disabled during the
Plan Year.

19. Complete A and 3.03 19. Non-elective Employer Contributions
if applicable, B,
C and D. A. The Plan provides for Non-elective
Employer Contributions

(1) / / No (go to 26)

(2) /X/ Yes (go to B)

B. Participants for Whom Non-Elective
employer Contributions are Made

(1) Choose (a), (b) or (1) /X/ Basic Rules
(c). If you choose (b)
or (c), insert the number Non-Elective Employer
of Hours of Service that Contributions will be made
must be completed (not for these Participants:
more than 1000).

10.
12
(a) / / Each Participant who is in the
service of the Employer on the
last day of the Plan Year.

(b) /X/ Each Participant who is in the
service of the Employer on the
last day of the Plan Year and
who completed Hours of
Service during the Plan Year.

(2) If you wish to make (2) Non-elective Employer Contributions
Non-elective Employer will also be made for each Participant
Contributions for whose service ended before the last
Participants described in day of the Plan Year because of
(a) and/or (b), then death, disability or retirement.
check the appropriate
box. (a) /X/ Yes

(b) / / No

19C. Choose a formula based C. Non-elective Employer Contribution
on Net Profit in (1), a Formulas
discretionary formula in
(2), or choose (3) and The Non-elective Employer
design your own formula. Contribution for each
Plan Year is:

(1) Choose (a) or (b); (1) / / Net Profit Formula: an
complete any blanks. amount, not more than Net
Profit, equal to $_____.

(a) / / ___% of the Employer's
current Net Profit for the
Plan Year.

(b) of the Employer's current
Net Profit for the Plan
Year above $____.

(2) /X/ Discretionary Formula. The
amount determined by the Employer.

(3) / / Other: ____.

19D Choose a formula based on D. Allocation Formulas
Compensation in (1) or
choose (2) and design As of the last day of the Plan Year,
your own formula. the Non-elective Employer Contribution
for the Plan Year

11.

is allocated among the Individual Accounts
of the Participants described in A
in this amount:

(1) If Non-elective Employer (1) Proportion Based on Compensation
Contributions will be integrated
with Social Security, choose (b). (a) / / Compensation ( not Integrated) A
fraction of the Non-elective Employer
Contribution based upon the Participant's
total Compensation.

(b) Choose (i), (ii) or (iii) and (b) /x/ Compensation (Integrated) Choose the
fill in the applicable percentage Plan's integration level
or dollar amount. (May not
exceed the Taxable Wage Base). (i) /x/ the Taxable Wage Base

(ii) / / ___% (not more than 100%) of the Taxable
Wage Base

(iii) / / Compensation in excess of
$ ______ or the Taxable
Wage Base, whichever is less

20. Choose A,B,C or D. (Choose D 3.09 20. Forfeitures
only if all Individual Accounts
are 100% vested at all times.) Forfeitures will be:

A. / / Allocated among Participants' Individual
Accounts in the same way as an Non-Elective
Employer Contribution

B. /x/ Applied to reduce Non-Elective Employer
Contributions

C. / / Allocated among the Individual accounts
of the Participants in proportion to their
Compensation

D. / / Not applicable

21. Choose A or B. If you choose 3.02 21. Hardship Distributions
B, complete (1) and (2).
Hardship distributions of Employee Deferral
Contributions:

A. / / Are not permitted

B. /x/ Are permitted

12.
14
(1) Choose (a) or (b). (1) The determination of eligibility for a
distribution shall be based

(a) /X/ only on the safe harbor
condition specified in Section
3.2(h).

(b) / / on the safe harbor conditions
specified in 3.2(h), or on the
Plan Administrator's
determination that a hardship
exists.

(2) Choose (a) or (b). If (2) A distribution based on hardship must
you choose (a), complete be at least equal to:
the dollar amount.
(a) / / the lesser of $ ____ or 100%
of a Participant's Individual
Account attributable to
Employee Deferral
Contributions.

(b) /X/ there is no minimum
distribution amount.

22. Choose A or B. If you Article X 22. Loans
choose A, complete the
applicable portions of A /X/ Loans are permitted as
Appendix A. provided in Article X
of the Plan and the loan
policies set forth on
Appendix A.

B / / Loans are not permitted.

23. Fill in the applicable 1.51 23. Extra Valuation Dates
date(s).
In addition to the last day of each
Plan Year and any other dates the
Plan Administrator designates, each
of the following shall be a
Valuation Date: _____.

24. Choose A or B. 5.01 24. When Benefit Payments begin for
Disabled Participants

Benefits payable to a Disabled
Participant will begin as soon as
practicable after the first day of
the month following:

A. / / The date the Participant
becomes a Disabled
Participant.

13.

15
(a) / / C Corporation
(b) / / S Corporation

(2) / / a Partnership
(3) / / a Sole Proprietorship

The Effective Date of this Adoption
Agreement and the Plan and Trust Agreement
(Plan) with respect to this entity shall be

-----

If the Plan is a restatement, the original
Effective Date with respect to this entity
was

----

B. Name of entity

----

Address of entity

----
----
----

Telephone (area code)
( ) -
---------------------

Employer Identification Number

-------

Fiscal Year Ends on the last day of

------- each year.

Nature of business

----

Form of Organization

(1) / / Corporation
(a) / / C Corporation
(b) / / S Corporation

(2) / / a Partnership
/ / a Sole Proprietorship

The Effective Date of this Adoption
Agreement

15.
16

and the Plan and Trust Agreement
(Plan) with respect to this entity
shall be.
---

If the Plan is a restatement, the
original Effective Date with respect
to this entity was.

---

Note: If necessary, attach pages with the above
information for any additional entities adopting
the Plan.

16.

ADOPTION

By executing this Adoption Agreement, the Sponsor hereby establishes a salary
reduction 401(k) profit sharing retirement plan and trust, and the Sponsor and
each adopting Employer, now certify to the Trustee that it has secured legal
and tax advice as to the effect of this Adoption Agreement and the Plan and
Trust.

The Sponsor and each adopting Employer understand an application for a
determination letter approving this Adoption Agreement and the Plan and Trust
must be submitted to the appropriate District Director of the Internal Revenue
Service.

17.

SIGNATURE AND DATE

The Sponsor hereby agrees to be bound by all the terms and conditions of the
Adoption Agreement and the Plan and Trust this 2 day of August, 1996.

By:
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(Signature of Sponsor's Authorized Representative)

Title: Chairman and CEO
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The Trustee hereby accepts the Adoption Agreement and the Plan and Trust and
agrees to act as Trustee this 29 day of August, 1996.

By: Xxxxx X. Xxxxxxxx
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Title: President
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If additional adopting Employers are named in Section 26 such Employers agree
to be bound by all the terms and conditions of the Adoption Agreement and the
Plan and Trust, as evidenced by the signatures of such Employers' authorized
representative(s) below:

By:
------------------------------------------------------------

Title:
---------------------------------------------------------

Date:
----------------------------------------------------------

By:
------------------------------------------------------------

Title:
---------------------------------------------------------

Date:
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18.

APPENDIX A
SPECIFIC LOAN PROVISIONS

The following provisions shall supplement or modify the provisions governing
Participant loans in Article X of the Plan (attach additional pages, if
necessary). To the extent not modified by this Appendix A, and to the extent
any of the following items are left blank, the provisions of Article X shall
continue to govern Participant loans. (Item 1 must be completed. Items 2
through 8 need to be completed only if the employer desires to supplement or
modify provisions contained in Article X of the Plan.)

1. Person or positions authorized to administer the Participant loan
program:

______________________________________________________________________

2. Procedures for applying for loans:

______________________________________________________________________

3. Basis on which loans will be approved or denied:

______________________________________________________________________

4. Limitations (if any) in addition to limits in Article X on the types
and amounts of loans offered:

A participant may only have one outstanding loan at any time. All loans
must be repaid through payroll deduction. The portion of a participant's
account balance invested in Employer Stock is not available for loan
purposes.

5. Procedures for determining reasonable rate of interest:

______________________________________________________________________

6. Types of collateral (in addition to the maximum 50% of the Participant
vested Accrued Benefit) which may secure a participant loan:

______________________________________________________________________

7. Additional events constituting default:

______________________________________________________________________

8. Additional steps that will be taken to preserve plan assets in the
event of such default:

______________________________________________________________________

19.

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ADOPTION AGREEMENT TO THE ST. JOSEPH CAPITAL BANK 401(k) PLAN [CROWE CHIZEK LOGO] CROWE CHIZEK

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