EMPLOYEE STOCK OWNERSHIP PLAN OF PEOPLE?S UNITED FINANCIAL, INC

Exhibit 10.24

E MPLOYEE S TOCK O WNERSHIP P LAN

OF

P EOPLE ’ S U NITED F INANCIAL , I NC .

Effective as of January 1, 2007

TABLE OF CONTENTS

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E MPLOYEE S TOCK O WNERSHIP P LAN

OF

P EOPLE ’ S U NITED F INANCIAL , I NC .

Article I

Definitions

The following definitions shall apply for the purposes of the Plan, unless a different meaning is clearly indicated by the context:

Section 1.1 Account means an account established for each Participant to which is allocated such Participant’s share, if any, of all Financed Shares and other property that are released from the Loan Repayment Account in accordance with Section 6.4, together with his share, if any, of any Discretionary Contributions that may be made by a Participating Employer.

Section 1.2 Affiliated Employer means the Company; any corporation which is a member of a controlled group of corporations (as defined in Section 414(b) of the Code) that includes the Company; any trade or business (whether or not incorporated) that is under common control (as defined in Section 414(c) of the Code) with the Company; any organization (whether or not incorporated) that is a member of an affiliated service group (as defined in Section 414(m) of the Code) that includes the Company; and any other entity that is required to be aggregated with the Company pursuant to regulations under Section 414(o) of the Code.

Section 1.3 Allocation Compensation with respect to any Participant for a Plan Year means the sum of (i) and (ii) where (i) is the total amount of salary, wages or compensation paid to such Participant by any Participating Employer during such Plan Year including overtime pay, commissions, and bonuses, but excluding any equity based compensation, and earnings thereon, incentive payments with an accrual or vesting period longer than one year (and such exclusion shall apply to the year of deferral and year of payment), and furthermore excluding any fees, credits or benefits under this Plan, the People’s Bank 401(k) Employee Savings Plan, the People’s Bank Employees’ Retirement Plan and any other plan of deferred compensation to which the Bank may contribute or credit benefits (whether or not qualified under the Code), severance pay, payments for reimbursement of business expenses incurred by such Participant, tuition reimbursement, insurance premiums paid by any Participating Employer, or other special emoluments; and (ii) to the extent of salary reductions agreed to by such Participant pursuant to salary reduction agreements, the total amount contributed or credited by any Participating Employer to the People’s Bank 401(k) Employee Savings Plan, any other defined contribution plan of deferred compensation or a plan which meets the requirements of Section 125 of the Code. The amount of Allocation Compensation with respect to any Participant shall include Allocation Compensation for the entire twelve (12) month period ending on the last day of such Plan Year, except that Allocation

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Compensation shall only be recognized for that portion of the Plan Year during which an Employee was a Participant in the Plan. In no event, however, shall an Employee’s Allocation Compensation for any calendar year include any compensation in excess of $225,000, or any such other amount as may be prescribed in accordance with regulations prescribed under Section 401(a)(17) of the Code. If there are less than twelve (12) months in the Plan Year, the $225,000 limitation (as adjusted) shall be prorated by multiplying such limitation by a fraction, the numerator of which is the number of months in the Plan Year and the denominator of which is twelve (12).”

Section 1.4 Bank means People’s Bank, a federally chartered savings bank, and any successor thereto, including the entity which is expected to become a wholly owned subsidiary of the Company upon the Company’s initial public issuance of stock.

Section 1.5 Beneficiary means the person or persons designated by a Participant or Former Participant or other person entitled to a benefit under the Plan, or otherwise determined to be entitled to a benefit under the Plan. If more than one person is designated, each shall have an equal share unless the person making the designation directed otherwise. The word “person” includes an individual, a trust, an estate or any other person that is permitted to be named as a Beneficiary.

Section 1.6 Board means the Board of Directors of People’s United Financial, Inc.

Section 1.7 Change in Control means an event described in Section 14.1.

Section 1.8 Code means the Internal Revenue Code of 1986 (including the corresponding provisions of any succeeding law).

Section 1.9 Committee means the Administrative Committee described in Article XVI.

Section 1.10 Company means People’s United Financial, Inc., a Delaware corporation, and any successor thereto.

Section 1.11 Compensation Committee shall mean the Compensation and Nominating Committee of the Board or such committee of the Board or of the Board of Directors of an Affiliated Employer which may be established hereafter and to which the Board may assign the authority, power and duties of the Compensation Committee with respect to the Plan.

Section 1.12 Designated Beneficiary means the person designated by a Participant or Former Participant as a Beneficiary under Section 13.8.

Section 1.13 Disability means any total disability or ill health which has resulted in a Participant becoming permanently incapacitated provided that such disability or ill health is established by medical evidence satisfactory to the Committee, and in order to establish such permanent incapacity and total disability or ill health, the Committee may designate a physician of its choice whose conclusion shall be conclusive upon all persons concerned.

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Section 1.14 Discretionary Contribution means Shares or amounts of money contributed to the Plan by the Participating Employers in accordance with Section 5.3.

Section 1.15 Eligibility Computation Period means, with respect to any person, (a) the 12-consecutive month period beginning on such person’s Employment Commencement Date and (b) each Plan Year after such beginning date.

Section 1.16 Effective Date means January 1, 2007.

Section 1.17 Eligible Employee means an Employee who is eligible for membership in the Plan in accordance with Article II.

Section 1.18 Eligible Participant means, for any Plan Year, an Employee who is a Participant during all or any part of such Plan Year and either remains a Participant on the last day of such Plan Year or terminated participation during such Plan Year on account of termination of employment due to death, Disability or Retirement; provided, however, that no Employee shall be an Eligible Participant for the Plan Year that includes the effective date of the transaction pursuant to which the Bank becomes a wholly owned subsidiary of the Company if he terminates employment for any reason with all Participating Employers prior to such effective date.

Section 1.19 Employee shall mean any person employed as an employee by the Affiliated Employer and paid directly by the Affiliated Employer provided, however, that any Employee hired on a temporary basis may not be considered an Employee until the earlier of (a) the date he becomes a permanent employee or (b) he completes 1000 Hours of Service within twelve months of his date of hire or any Plan Year commencing after his date of hire. The term “Employee” shall not include any independent contractor, any leased employee as defined in Section 414(n) of the Code, or any person paid by one other than the Affiliated Employer who is loaned to the Affiliated Employer, who furnishes services to the Affiliated Employer regardless of any arrangement the Affiliated Employer may have to reimburse or pay the payor of such person for such person’s compensation, or any person initially hired by the Affiliated Employer to work outside the United States who is not regularly employed by the Affiliated Employer as a common law employee within the United States. For purposes of this Section, an “Employee hired on a temporary basis” shall mean an Employee hired by the Affiliated Employer to work for a season or other limited period of time.

Section 1.20 Employment Commencement Date means the date on which a person first performs an Hour of Service, except that if an Employee separates from service with an Affiliated Employer, incurs a One-Year Break in Service and subsequently returns to or enters service with an Affiliated Employer, his Employment Commencement Date shall be the date on which he first performs an Hour of Service following the One-Year Break in Service.

Section 1.21 ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time (including the corresponding provisions of any succeeding law).

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Section 1.22 Exchange Act means the Securities Exchange Act of 1934, as amended from time to time (including the corresponding provisions of any succeeding law).

Section 1.23 Fair Market Value on any date means:

(a) with respect to a Share:

(i) the final quoted sale price on the date in question (or, if there is no reported sale on such date, on the last preceding date on which any reported sale occurred) of a Share as reported in the principal consolidated reporting system with respect to securities listed or admitted to trading on the principal United States securities exchange on which like Shares are listed or admitted to trading; or

(ii) if like Shares are not listed or admitted to trading on any such exchange, the closing bid quotation with respect to a Share on such date on the National Association of Securities Dealers Automated Quotation System, or, if no such quotation is provided, on another similar system, selected by the Committee, then in use; or

(iii) if Sections 1.23(a)(i) and (ii) are not applicable, the fair market value of a Share as determined by an appraiser independent of any Affiliated Employer and experienced and expert in the field of corporate appraisal.

(b) with respect to other securities listed or quoted on recognized exchanges or securities markets, such securities shall be valued at their closing sales prices on the Valuation Date.

(c) with respect to property other than Shares and securities described in (b) of this Section, the fair market value determined in the manner selected by the Trustee.

Section 1.24 Financed Share means: (a) a Share that has been purchased with the proceeds of a Share Acquisition Loan, that has been allocated to the Loan Repayment Account in accordance with Section 6.3 and that has not been released in accordance with Section 6.4; or (b) a Share that constitutes a dividend paid with respect to a Share described in Section 1.24(a), that has been allocated to the Loan Repayment Account in accordance with Section 6.3 and that has not been released in accordance with Section 6.4.

Section 1.25 Five Percent Owner means, for any Plan Year, a person who, during such Plan Year, owned (or was considered as owning for purposes of Section 318 of the Code): (a) more than 5% of the value of all classes of outstanding stock of any Affiliated Employer; or (b) stock possessing more than 5% of the combined voting power of all classes of outstanding stock of any Affiliated Employer.

Section 1.26 Forfeitures means the amounts forfeited by Participants and Former Participants on termination of employment prior to full vesting, pursuant to Section 9.3, less amounts credited because of re-employment, pursuant to Section 9.4.

Section 1.27 Former Participant means a Participant whose participation in the Plan has terminated pursuant to Section 2.3.

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Section 1.28 415 Compensation with respect to any Participant means such Participant’s wages as defined in Code Section 3401(a) and all other payments of compensation by any Affiliated Employer (in the course of such Employer’s trade or business) for a Plan Year for which such Affiliated Employer is required to furnish the Participant a written statement under Code Sections 6041(d), 6051(a)(3) and 6052. “415 Compensation” must be determined (i) without regard to any rules under Code Section 3401(a) that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Code Section 3401(a)(2)) and (ii) by also including amounts which are contributed by a Participating Employer pursuant to a salary reduction agreement and are not includable in the gross income of the Participant under Section 125, 132(f)(4), 402(e)(3), 402(h), or 457 of the Code.

Section 1.29 General Investment Account means an Investment Account established and maintained in accordance with Article XI.

Section 1.30 Highly Compensated Employee means, for any Plan Year, an Employee who:

(i) was a Five Percent Owner at any time during such Plan Year or the preceding Plan Year; or

(ii) received Total Compensation during the immediately preceding Plan Year (A) in excess of $100,000 (adjusted at the same time and in the same manner as under Section 415(d) of the Code, except that the base period shall be the calendar quarter ending September 30, 1996); and (B) if elected by the Plan Administrator in such form and manner as the Secretary of the Treasury may prescribe, in excess of the Total Compensation received for such preceding Plan Year by at least 80% of the Employees.

The determination of who is a Highly Compensated Employee will be made in accordance with Section 414(q) of the Code and the regulations thereunder. The Company has not elected to use the top 20% election mentioned in subparagraph (ii)(B) of this Section.

Section 1.31 Hour of Service shall mean and include:

(a) Each hour for which an Employee is directly or indirectly paid or entitled to payment by an Affiliated Employer for the performance of duties. These hours shall be credited to the Employee for the computation period or periods in which the duties are performed; and

(b) Each hour for which an Employee is directly or indirectly paid or entitled to payment by an Affiliated Employer for reasons (such as vacation, sickness or disability, but not including payments made or due under a plan maintained solely for complying with applicable workmen’s compensation or unemployment compensation or disability insurance laws) other than for the performance of duties. These hours shall be credited to the Employee for the computation period or periods to which the payment pertains rather than the computation period or periods in which payment is made or becomes due; and

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(c) Each hour not otherwise credited for which back pay, irrespective of mitigation of damage, has been either awarded or agreed to by an Affiliated Employer. These hours shall be credited to the Employee for the computation period or periods to which the award or agreement pertains rather than the computation period in which the award, agreement or payment was made, but no more than five hundred one (501) hours shall be credited to the extent such back pay is agreed to or awarded for a period of time during which such Employee did not or would not have performed duties for the Affiliated Employer.

(d) In determining the number of Hours of Service for any period for which Salary is paid but for which no work has been performed by the Employee, the number of Hours of Service shall be computed by (a) dividing the payment made to an hourly paid (or other non-salaried) Employee by his most recent basic hourly rate (or if not hourly paid, his average hourly rate of compensation during his last pay period) or (b) by dividing the payment to a salaried Employee by a rate obtained by dividing his last preceding regular weekly, bi-weekly or monthly salary by the number of hours (exclusive of overtime) generally worked by such Employee during a period of such duration.

(e) Hours of Service shall, except for those described in Subsection (c) of this Section, be based on the records of the Affiliated Employer.

(f) The foregoing provisions shall be administered in accordance with Department of Labor regulations 2530.200b-2 which are incorporated herein by reference.

Section 1.32 Investment Account means either a General Investment Account or a Share Investment Account.

Section 1.33 Investment Fund means any one of the three or more funds as may be established from time to time by the Committee which, together with any and all Shares and other investments held under the Plan, constitute part of the Trust Fund.

Section 1.34 Loan Repayment Account means an account established and maintained in accordance with Section 6.3.

Section 1.35 Loan Repayment Contribution means amounts of money contributed to the Plan by the Participating Employers in accordance with Section 5.2.

Section 1.36 Maternity or Paternity Leave means a person’s absence from work for all Affiliated Employers: (a) by reason of the pregnancy of such person; (b) by reason of the birth of a child of such person; (c) by reason of the placement of a child with the person in connection with the adoption of such child by such person; or (d) for purposes of caring for a child of such person immediately following the birth of the child or the placement of the child with such person.

Section 1.37 Named Fiduciary means any person, committee, corporation or organization described in Section 15.1.

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Section 1.38 Officer means an Employee who is an administrative executive in regular and continued service with any Affiliated Employer; provided, however, that at no time shall more than the lesser of (a) 50 Employees or (b) the greater of (i) 3 Employees or (ii) 10% of all Employees be treated as Officers. The determination of whether an Employee is to be considered an Officer shall be made in accordance with Section 416(i) of the Code.

Section 1.39 One Year Break in Service shall have the following meanings when used in the Plan:

(a) When applied to determine eligibility to become a Participant, a “One Year Break in Service” means the applicable computation period set forth in Section 2.1 or 3.3 during which an Employee does not receive credit for more than five hundred (500) Hours of Service.

(b) When applied to determine vesting and benefit accrual, a “One Year Break in Service” means any consecutive twelve (12) month period during which a Participant does not render one (1) Hour of Service, commencing from the earlier of the date the Employee resigns, quits, is discharged or retires or twelve (12) months after the date the period described in clause (a), (b) or (c) of Section 3.1 commenced, subject to the terms of Section 3.1 with respect to any Participant who reaches his 65 ^th birthday or becomes subject to a Disability during an approved absence. Whenever the number of One Year Breaks in Service in a period is computed for purposes of this paragraph (b), such number shall be determined by a fraction which takes into account each day which elapses during the period on which the initial One Year Break in Service of such period commenced to the date of rehire.

(c) Solely for purposes of determining whether a One Year Break in Service has occurred, Hours of Service shall be credited for the period of a Maternity or Paternity Leave. For purposes of determining eligibility, Hours of Service shall be credited for the computation period in which the absence from work begins, only if credit therefor is necessary to prevent the Employee from incurring a One Year Break in Service, or, in any other case, in the immediately following computation period. The Hours of Service credited for a Maternity or Paternity Leave for eligibility purposes shall be those which would normally have been credited but for such absence, or, in any case in which the Hours of Service normally credited cannot be determined, eight (8) Hours of Service per day and shall not exceed 501. For vesting and benefit accrual purposes a One Year Break in Service shall not include the first twenty-four (24) consecutive months of a Maternity or Paternity Leave, but any period of a Maternity or Paternity Leave in excess of the first twenty-four (24) consecutive months with respect to any child (or children of the same multiple birth) shall be included in a One Year Break in Service if, but for this sentence, it would be so included. The terms of this paragraph (c) shall not be construed to require that an absence from work for maternity or paternity reasons be included in computing the number of an Employee’s Years of Eligibility Service, Years of Vesting Service or determining that the Participant is in service at the end of a Plan Year or be credited for any other purpose under this Plan other than determining whether a One Year Break in Service has occurred. The Plan Administrator may, in its discretion reasonably require an Employee to furnish timely information to establish that an absence from work is a maternity or paternity absence and the number of days for which there was such an absence. No credit shall be given pursuant to this Subsection to any Employee who fails to provide such information after having been requested to do so.

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Section 1.40 Participant means any person who has satisfied the eligibility requirements set forth in Section 2.1, who has become a Participant in accordance with Section 2.2, and whose participation has not terminated under Section 2.3.

Section 1.41 Participating Employer means the Company, and any successor thereto and any other Affiliated Employer which, with the prior written approval of the Board and subject to such terms and conditions as may be imposed by the Board, shall adopt this Plan.

Section 1.42 Plan means the Employee Stock Ownership Plan of People’s United Financial, Inc., as amended from time to time.

Section 1.43 Plan Administrator means the Bank or any person, committee, corporation or organization designated in Section 15.5, or appointed pursuant to Section 15.5, to perform the responsibilities of that office.

Section 1.44 Plan Year means the period commencing on January 1, 2007 and ending on December 31, 2007 and each calendar year ending on each December 31st thereafter.

Section 1.45 Qualified Participant means a Participant who has attained age 55 and who has been a Participant of the Plan for at least 10 years.

Section 1.46 Retirement means any termination of employment with all Affiliated Employers at or after the attainment of age 65.

Section 1.47 Retroactive Contribution means a contribution made on a retroactive basis in accordance with Section 5.4.

Section 1.48 Share means a share of any class of stock issued by any Affiliated Employer; provided, however, that such share is a “qualifying employer security” within the meaning of Section 409(l) of the Code and Section 407(d)(5) of ERISA.

Section 1.49 Share Acquisition Loan means a loan obtained by the Trustee in accordance with Article VI.

Section 1.50 Share Investment Account means an Investment Account established and maintained in accordance with Article XI.

Section 1.51 Tender Offer means a tender offer made to holders of any one or more classes of Shares generally, or any other offer made to holders of any one or more classes of Shares generally to purchase, exchange, redeem or otherwise transfer Shares, whether for cash or other consideration whether or not such offer constitutes a “tender offer” or an “exchange offer” for purposes of the Exchange Act.

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Section 1.52 Total Compensation during any period means an Employee’s 415 Compensation paid by any Affiliated Employer with respect to such period. In no event, however, shall an Employee’s Total Compensation for any calendar year include any compensation in excess of $225,000 (or such other amount as may be permitted under Section 401(a)(17) of the Code).

Section 1.53 Trust means the trust created pursuant to the Trust Agreement.

Section 1.54 Trust Agreement means the agreement between the Company and the Trustee therein named or its successors pursuant to which the Trust Fund shall be held in trust.

Section 1.55 Trust Fund means the corpus (consisting of contributions paid over to the Trustee and investments thereof), and all earnings, appreciation or additions thereof and thereto, held by the Trustee under the Trust Agreement in accordance with the Plan, less any depreciation thereof and any payments made therefrom pursuant to the Plan.

Section 1.56 Trustee means the Trustee of the Trust Fund from time to time in office. The Trustee shall serve as Trustee until it is removed or resigns from office and is replaced by a successor Trustee appointed in accordance with the terms of the Trust Agreement.

Section 1.57 Valuation Date means the last business day of each Plan Year and such other dates as the Plan Administrator may prescribe.

Section 1.58 Vesting Computation Period means, with respect to any person, the Plan Year including periods prior to the Effective Date of the Plan.

Section 1.59 Year of Eligibility Service means an Eligibility Computation Period during which the Employee completed at least 1,000 Hours of Service.

Section 1.60 Year of Vesting Service means an elapsed twelve (12) month period beginning with the date on which a Participant first became or becomes an Employee (or if later attains age 18) or, after a One Year Break in Service first again becomes an Employee (or if later attains age 18) during all of which he receives Credited Service as computed and defined in accordance with the provisions of Article III hereof. The number of Years of Service shall be determined by a fraction which gives credit for each day which elapses during the period from such date of hire or anniversary thereof to the date of reference.

Article II

Participation

Section 2.1 Eligibility for Participation .

(a) Only Eligible Employees may be or become Participants. An Employee shall be an Eligible Employee if he (i) is employed by one or more Participating Employers; (ii) has attained age 18; (iii) has completed at least one Year of Eligibility Service; and (iv) is not excluded under Section 2.1(b).

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(b) An Employee is not an Eligible Employee if he:

(i) does not receive Allocation Compensation from at least one Participating Employer; or

(ii) is an Employee who has waived any claim to participation in the Plan.

Section 2.2 Commencement of Participation.

Every Employee who is an Eligible Employee on the effective date of the transaction whereby the Bank becomes a wholly owned subsidiary of the Company shall automatically become a Participant as of the Effective Date, or if later as of the first date which is the first day of a month on which he is an Employee and has attained age 18. An Employee who becomes an Eligible Employee after the Effective Date shall automatically become a Participant on the first day of the month coincident with or next following the Eligibility Computation Period in which he becomes an Eligible Employee.

Section 2.3 Termination of Participation .

Participation in the Plan shall cease, and a Participant shall become a Former Participant, after termination of his Credited Service when he is entitled to no benefits hereunder or all such benefits have been distributed.

Article III

Credited Service

Section 3.1 Computation of Credited Service.

An Employee’s Credited Service shall terminate upon his death, disability, retirement or termination of service with all Affiliated Employers for any reason. The following types of absences shall not be deemed to terminate an Employee’s Credited Service and the periods elapsed during such absences shall be included in computing the length of an Employee’s Credited Service:

(a) Leave of absence granted by an Affiliated Employer for sickness, injury, disability, government, civic or charitable service or any other specific reason, for not more than two (2) years.

(b) Absence for military service under leave of absence granted by the Affiliated Employer or when required by law, provided he returns to service as an Employee with the Affiliated Employer within ninety (90) days of his release from active military duty or any longer period during which his right to re-employment is protected by law.

(c) Lay off not in excess of two (2) years until employment is terminated either by the Employee or the Affiliated Employer.

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In no event shall the powers of any Affiliated Employer pursuant to Subsections (a), (b) or (c) of this Section 3.1 be exercised so as to discriminate in favor of Employees who are Highly Compensated. Any Participant who has an absence described in this Section 3.1 and who does not return to active employment with the Bank at the end of the period described in clause (a), (b) or (c), as the case may be, shall be credited with Credited Service and Years of Eligibility Service and Years of Vesting Service solely on the basis of service being recognized for such purposes only to the earlier of (A) the date such person attains age 65, dies, resigns, quits or is discharged, or (B) twelve (12) months after the date that such period commenced. For purposes of determining whether a Participant has a One Year Break in Service, such Participant shall be deemed to have rendered one (1) Hour of Service on the date described in (A) or (B) of the preceding sentence, whichever is earlier.

Section 3.2 Service to Acquired Entities .

The Compensation Committee, the Executive Committee of the Board or the Board may determine to extend for eligibility and/or vesting purposes Credited Service, for specified service or all service to any other party to acquisition for any period or periods designated by either such committee or the Board upon such conditions as such committee or the Board may establish. For purposes of this Section 3.2, the term “party to acquisition” means any entity (i) from which any Affiliated Employer acquires assets in the form of ongoing operations and related assets, or (ii) stock or other equity interests of which is acquired by any Affiliated Employer, or (iii) which merges with or is a party to a consolidation to which, any Affiliated Employer is a party. Service to other corporations or entities for which credit for eligibility purposes under any pension or profit sharing plan maintained by a party to acquisition may if so determined by either such Committee or the Board be treated as service to such party to acquisition.

Section 3.3 Breaks in Service .

For purposes of determining a person’s Years of Eligibility Service and Years of Vesting Service, (combined “Years of Service”) or any other benefit or right under the Plan, following a One Year Break in Service, service prior to such One Year Break in Service shall be taken into account subject to the following limitations:

(i) In the case of an Employee who is vested in his Account or an Employee who is not vested in his Account, but whose number of consecutive One Year Breaks in Service is less than the greater of five (5) or the number of his Years of Service prior to a One Year Break in Service, Years of Service completed before the One Year Break in Service shall be restored upon reemployment.

(ii) In the case of any Employee who is not vested in his Account on the date of his termination of employment, his Years of Service prior to such date shall be disregarded in computing his Years of Service after his return if the number of consecutive One Year Breaks in Service equals or exceed the greater of five (5) or his Years of Service prior to such Break in Service.

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(iii) In no event shall there be taken into the computation of Years of Service after a One Year Break in Service years of service which were previously disregarded on account of an earlier One Year Break in Service under the terms of this Section 3.3.

Section 3.4 Transfer to or From Employment Within the United States.

Any person initially hired by the Affiliated Employer to work outside the United States who becomes an Employee shall become a Participant in accordance with the terms of Section 2.1(a) applied by giving credit for eligibility purposes for service to any Affiliated Employer outside the United States. The service of such Participant for the Bank as an employee outside of the United States shall be included in computing such Participant’s Years of Service for vesting purposes to the same extent it would be if such service had been rendered as an Employee. In any event, the period of any such Participant’s employment outside the United States shall be excluded for all purposes of his entitlement to have any contributions made on his behalf or credited to him under this Plan.

Article IV

Contributions by Participants Not Permitted

Section 4.1 Contributions by Participants Not Permitted .

Participants shall not be required, nor shall they be permitted, to make contributions to the Plan.

Article V

Contributions by Participating Employers

Section 5.1 In General.

Subject to the limitations of Article VIII, for each Plan Year, the Participating Employers shall contribute to the Plan the amount, if any, determined by the Board, but in no event less than the amount described in Section 5.2(a). The amount contributed for any Plan Year shall be treated as a Loan Repayment Contribution, a Discretionary Contribution, or a combination thereof, in accordance with the provisions of this Article V.

Section 5.2 Loan Repayment Contributions .

For each Plan Year, a portion of the Participating Employers’ contributions, if any, to the Plan equal to the sum of:

(a) the minimum amount required to be added to the Loan Repayment Account in order to provide adequate funds for the payment of the principal and interest then required to be repaid under the terms of any outstanding Share Acquisition Loan obtained by the Trustee; plus

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(b) the additional amount, if any, designated by the Committee to be applied to the prepayment of principal or interest under the terms of any outstanding Share Acquisition Loan obtained by the Trustee;

shall be treated as a Loan Repayment Contribution for such Plan Year. A Loan Repayment Contribution for a Plan Year shall be allocated to the Loan Repayment Account and shall be applied by the Trustee, in the manner directed by the Board, to the payment of accrued interest and to the reduction of the principal balance of any Share Acquisition Loan obtained by the Trustee that is outstanding on the date on which the Loan Repayment Contribution is made. To the extent that a Loan Repayment Contribution for a Plan Year results in a release of Financed Shares in accordance with Section 6.4, such Shares shall be allocated among the Accounts of Eligible Participants for such Plan Year in accordance with Section 7.2.

Section 5.3 Discretionary Contributions .

In the event that the amount of the Participating Employers’ contributions to the Plan for a Plan Year exceeds the amount of the Loan Repayment Contributions for such Plan Year, such excess shall be treated as a Discretionary Contribution and shall be allocated among the Accounts of the Eligible Participants for such Plan Year in accordance with Section 7.3.

Section 5.4 Retroactive Contributions .

A Participating Employer shall make a Retroactive Contribution in respect of any individual previously employed by it who is re-employed by any Affiliated Employer following the completion of a period of Qualified Military Service. Such Retroactive Contribution shall be made in the following manner for each Plan Year that includes any part of the period of Qualified Military Service:

(a) An allocation percentage shall be computed by dividing (i) the sum of the Fair Market Value of all Financed Shares allocated to Eligible Participants for such Plan Year plus the dollar amount of all Discretionary Contributions made in cash for such Plan Year plus the Fair Market Value of all Discretionary Contributions made in Shares for such Plan Year, divided by (ii) the aggregate amount of Allocation Compensation used in the allocation for such Plan Year. Fair Market Value for such purposes shall be determined as of the last day of the Plan Year.

(b) A notional allocation shall be determined by multiplying (A) the percentage determined under Section 5.4(a) by (B) the Allocation Compensation which the individual would have had for such Plan Year if he had remained in the service of his Participating Employer in the same capacity and earning Allocation Compensation and Total Compensation at the annual rates in effect immediately prior to the commencement of the Qualified Military Leave (or, if such rates are not reasonably certain, at an annual rate equal to the actual Allocation Compensation and Total Compensation, respectively, paid to him for the 12-month period immediately preceding the Qualified Military Service).

(c) An actual Retroactive Contribution for the Plan Year shall be determined by computing the excess of (A) the notional allocation determined under Section 5.4(b) over (B) the sum of the dollar amount of any Discretionary Contribution in cash, the Fair Market Value of any Discretionary Contribution in Shares and the Fair Market Value of any Financed Shares actually allocated to such individual for such Plan Year.

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Section 5.5 Time and Manner of Payment .

(a) Payment of contributions made pursuant to this Article V shall be made: (i) in cash, in the case of a Loan Repayment Contribution; and (ii) in cash, in Shares, or in a combination of cash and Shares, in the case of a Discretionary Contribution or a Retroactive Contribution.

(b) Contributions made pursuant to this Article V for a Plan Year shall be allocated to the Accounts of the Eligible Participants in the case of a Discretionary Contribution, to the Account of the Participant for whom it is made in the case of a Retroactive Contribution, and to the Loan Repayment Account in the case of a Loan Repayment Contribution, as soon as is practicable following the payment thereof to the Trust Fund. Contributions for any Plan Year shall be made at any time during such Plan Year or the next subsequent Plan Year.

Article VI

Share Acquisition Loans

Section 6.1 In General .

The Board may direct the Trustee to obtain a Share Acquisition Loan on behalf of the Plan, the proceeds of which shall be applied on the earliest practicable date:

(a) to purchase Shares; or

(b) to make payments of principal or interest, or a combination of principal and interest, with respect to such Share Acquisition Loan; or

(c) to make payments of principal and interest, or a combination of principal and interest, with respect to a previously obtained Share Acquisition Loan that is then outstanding.

Any such Share Acquisition Loan shall be obtained on such terms and conditions as the Compensation Committee may approve; provided, however, that such terms and conditions shall provide for the payment of interest at no more than a reasonable rate and shall permit such Share Acquisition Loan to satisfy the requirements of Section 4975(d)(3) of the Code and Section 408(b)(3) of ERISA.

Section 6.2 Collateral; Liability for Repayment .

(a) The Board may direct the Trustee to pledge, at the time a Share Acquisition Loan is obtained, the following assets of the Plan as collateral for such Share Acquisition Loan:

(i) any Shares purchased with the proceeds of such Share Acquisition Loan and any earnings attributable thereto;

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(ii) any Financed Shares then pledged as collateral for a prior Share Acquisition Loan which is repaid with the proceeds of such Share Acquisition Loan and any earnings attributable thereto; and

(iii) pending the application thereof to purchase Shares or repay a prior Share Acquisition Loan, the proceeds of such Share Acquisition Loan and any earnings attributable thereto.

Except as specifically provided in this Section 6.2(a), no assets of the Plan shall be pledged as collateral for the repayment of any Share Acquisition Loan.

(b) No person entitled to payment under a Share Acquisition Loan shall have any right to the assets of the Plan except for:

(i) Financed Shares that have been pledged as collateral for such Share Acquisition Loan pursuant to Section 6.2(a);

(ii) Loan Repayment Contributions made pursuant to Section 5.2; and

(iii) earnings attributable to Financed Shares described in Section 6.2(b)(i) and to Loan Repayment Contributions described in Section 6.2(b)(ii).

Except in the event of a default or a refinancing pursuant to which an existing Share Acquisition Loan is repaid or as provided in Section 14.3, the aggregate amount of all payments of principal and interest made by the Trustee with respect to all Share Acquisition Loans obtained on behalf of the Plan shall at no time exceed the aggregate amount of all Loan Repayment Contributions theretofore made plus the aggregate amount of all earnings (other than dividends paid in the form of Shares) attributable to Financed Shares and to such Loan Repayment Contributions.

(c) Any Share Acquisition Loan shall be without recourse against the Plan and Trust.

Section 6.3 Loan Repayment Account .

In the event that one or more Share Acquisition Loans shall be obtained, a Loan Repayment Account shall be established under the Plan. The Loan Repayment Account shall be credited with all Shares acquired with the proceeds of a Share Acquisition Loan, all Loan Repayment Contributions and all earnings (including dividends paid in the form of Shares) or appreciation attributable to such Shares and Loan Repayment Contributions. The Loan Repayment Account shall be charged with all payments of principal and interest made by the Trustee with respect to any Share Acquisition Loan, all Shares released in accordance with Section 6.4 and all losses, depreciation or expenses attributable to Shares or to other property credited thereto. The Financed Shares, as well as any earnings thereon, shall be allocated to such Loan Repayment Account and shall be accounted for separately from all other amounts or property contributed under the Plan.

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Section 6.4 Release of Financed Shares .

As of the last day of each Plan Year during which a Share Acquisition Loan is outstanding, a portion of the Financed Shares purchased with the proceeds of such Share Acquisition Loan and allocated to the Loan Repayment Account shall be released. The number of Financed Shares released in any such Plan Year shall be equal to the amount determined according to one of the following methods:

(a) by computing the product of: (i) the number of Financed Shares purchased with the proceeds of such Share Acquisition Loan and allocated to the Loan Repayment Account immediately before the release is effected; multiplied by (ii) a fraction, the numerator of which is the aggregate amount of the principal and interest payments (other than payments made upon the refinancing of a Share Acquisition Loan as contemplated by Section 6.1(c)) made with respect to such Share Acquisition Loan during such Plan Year, and the denominator of which is the aggregate amount of all principal and interest remaining to be paid with respect to such Share Acquisition Loan as of the first day of such Plan Year; or

(b) by computing the product of: (i) the number of Financed Shares purchased with the proceeds of such Share Acquisition Loan and allocated to the Loan Repayment Account immediately before the release is effected; multiplied by (ii) a fraction, the numerator of which is the aggregate amount of the principal payments (other than payments made upon the refinancing of a Share Acquisition Loan as contemplated by Section 6.1(c)) made with respect to such Share Acquisition Loan during such Plan Year, and the denominator of which is the aggregate amount of all principal remaining to be paid with respect to such Share Acquisition Loan as of the first day of such Plan Year; provided, however, that the method described in this Section 6.4(b) may be used only if the Share Acquisition Loan does not extend for a period in excess of 10 years after the date of origination and only to the extent that principal payments on such Share Acquisition Loan are made at least as rapidly as under a loan of like principal amount with a like interest rate and term requiring level amortization of principal and interest.

The method to be used shall be specified in the documents governing the Share Acquisition Loan or, if not specified therein, prescribed by the Compensation Committee, in its discretion. In the event that property other than, or in addition to, Financed Shares shall be held in the Loan Repayment Account and pledged as collateral for a Share Acquisition Loan, then the property to be released pursuant to this Section 6.4 shall be property having a Fair Market Value determined by applying the method to be used to the Fair Market Value of all property pledged as collateral for such Share Acquisition Loan; provided, however, that no property other than Financed Shares shall be released pursuant to this Section 6.4 unless all Financed Shares have previously been released.

Section 6.5 Restrictions on Financed Shares .

Except to the extent required under any applicable law, rule or regulation, no Shares purchased with the proceeds of a Share Acquisition Loan shall be subject to a put, call or other option, or to any buy-sell or similar arrangement, while held by the Trustee or when distributed from the Plan. The provisions of this Section 6.5 shall continue to apply in the event that this Plan shall cease to be an employee stock ownership plan, within the meaning of Section 4975(e)(7) of the Code.

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Article VII

Allocation of Contributions

Section 7.1 Allocation Among Eligible Participants .

Subject to the limitations of Article VIII, Discretionary Contributions for a Plan Year made in accordance with Section 5.3 and Financed Shares and other property that are released from the Loan Repayment Account for a Plan Year in accordance with Section 6.4 shall be allocated among the Eligible Participants for such Plan Year, in the manner provided in this Article VII.

Section 7.2 Allocation of Released Shares or Other Property .

Subject to the limitations of Article VIII, in the event that Financed Shares or other property are released from the Loan Repayment Account for a Plan Year in accordance with Section 6.4, such released Shares or other property shall be allocated among the Accounts of the Eligible Participants for the Plan Year in the proportion that each such Eligible Participant’s Allocation Compensation for the portion of such Plan Year during which he was a Participant bears to the aggregate of such Allocation Compensation of all Eligible Participants for such Plan Year.

Section 7.3 Allocation of Discretionary Contributions .

Subject to the limitations of Article VIII, in the event that the Participating Employers make Discretionary Contributions for a Plan Year, such Discretionary Contributions shall be allocated among the Accounts of the Eligible Participants for such Plan Year in the proportion that each such Eligible Participant’s Allocation Compensation for the portion of such Plan Year during which he was a Participant bears to the aggregate of such Allocation Compensation of all Eligible Participants for such Plan Year.

Article VIII

Limitations on Allocations

Section 8.1 Optional Limitations on Allocations .

If, for any Plan Year, the application of Sections 7.2 and 7.3 would result in more than one-third of the number of Shares or of the amount of money or property to be allocated thereunder being allocated to the Accounts of Eligible Participants for such Plan Year who are also Highly Compensated Employees for such Plan Year, then the Compensation Committee may, but shall not be required to, direct that this Section 8.1 shall apply in lieu of Sections 7.2 and 7.3. If the Compensation Committee gives such a direction, then the Compensation Committee shall impose a maximum dollar limitation on the amount of Allocation Compensation that may be taken into account for each Eligible Participant. The dollar limitation which shall be

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imposed shall be the limitation which produces the result that the aggregate Allocation Compensation taken into account for Eligible Participant who are Highly Compensated Employees, constitutes exactly one-third of the aggregate Allocation Compensation taken into account for all Eligible Participants.

Section 8.2 General Limitations on Contributions .

(a) No amount shall be allocated to a Participant’s Account under this Plan for any Limitation Year to the extent that such an allocation would result in an Annual Addition of an amount greater than the lesser of (i) $45,000 (or such other amount as is permissible under Section 415(c)(1)(A) of the Code), or (ii) 100% of the Participant’s Total Compensation for such Limitation Year.

(b) For purposes of this Section 8.2, the following special definitions shall apply:

(i) Annual Addition means the sum of the following amounts allocated on behalf of a Participant for a Limitation Year:

(A) all contributions by the Employer (including contributions made under a salary reduction agreement pursuant to Sections 401(k), 408(k) or 403(b) of the Code) under any qualified defined contribution plan or simplified employee pension (other than this Plan) maintained by the Employer, as well as the Participant’s allocable share, if any, of any forfeitures under such plans as well as amounts allocated to an individual medical benefit account, as defined in Section 415(l)(2) of the Code, which is part of a pension or annuity plan maintained by the Employer; plus

(B) the sum of all of the nondeductible voluntary contributions under any other qualified defined contribution plan (whether or not terminated) maintained by the Employer; plus

(C) all Discretionary Contributions under this Plan; plus

(D) except as hereinafter provided in this Section 8.2(b)(i), a portion of the Employer’s Loan Repayment Contributions to the Plan for such Limitation Year which bears the same proportion to the total amount of the Employer’s Loan Repayment Contributions for the Limitation Year that the number of Shares (or the Fair Market Value of property other than Shares) allocated to the Participant’s Account pursuant to Section 7.2 or 8.1, whichever is applicable, bears to the aggregate number of Shares (or Fair Market Value of property other than Shares) so allocated to all Participants for such Limitation Year.

Notwithstanding Section 8.2(b)(i)(D), if, for any Limitation Year, the aggregate amount of Discretionary Contributions allocated to the Accounts of the individuals who are Highly Compensated Employees for such Limitation Year, when added to such Highly Compensated Employees’ allocable share of any Loan Repayment Contributions for such Limitation Year, does not exceed one-third of the total of all Discretionary Contributions and Loan Repayment Contributions for

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such Limitation Year, then that portion, if any, of the Loan Repayment Contributions for such Limitation Year that is applied to the payment of interest on a Share Acquisition Loan shall not be included as an Annual Addition. In no event shall any Financed Shares, any dividends or other earnings thereon, any proceeds of the sale thereof or any portion of the value of the foregoing be included as an Annual Addition. No catch-up elective deferrals under Section 414(v) of the Code shall be included as an Annual Addition.

(ii) Employer means the Company, and all members of a controlled group of corporations, as defined in Section 414(b) of the Code, as modified by Section 415(h) of the Code, all commonly controlled trades or businesses, as defined in Section 414(c) of the Code, as modified by Section 415(h) of the Code, all affiliated service groups, as defined in Section 414(m) of the Code, of which the Company is a member that employs any person who is considered an employee under Section 20.7 and any other entity that is required to be aggregated with the Employer pursuant to regulations under Section 414(o) of the Code.

(iii) Limitation Year means the Plan Year.

(c) When an individual’s Annual Addition to this Plan must be reduced to satisfy the limitations of Section 8.2(a), such reduction shall be applied to Discretionary Contributions and to Shares allocated as a result of a Loan Repayment Contribution which are included as an Annual Addition in such order as shall result in the smallest reduction in the number of Shares allocable to the Individual’s Account. The amount by which any individual’s Annual Addition to this Plan is reduced shall be allocated in accordance with Articles V and VII as a contribution by the Participating Employers in the next succeeding Limitation Year.

(d) Prior to determining an individual’s actual Total Compensation for a Limitation Year, the Participating Employer may determine the limitations under this Section 8.2 for an individual on the basis of a reasonable estimation of the individual’s Total Compensation for the Limitation Year that is uniformly determined for all individuals who are similarly situated. As soon as it is administratively feasible after the end of the Limitation Year, the limitations of this Section 8.2 shall be determined on the basis of the individual’s actual Total Compensation for the Limitation Year.

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Article IX

Vesting

Section 9.1 Vesting .

Subject to the provisions of Sections 9.2 and 14.2, the balance credited to each Participant’s Account shall become vested in accordance with the following schedule:

Section 9.2 Vesting on Death, Disability, Retirement or Change in Control .

Any previously unvested portion of the remainder of the balance credited to the Account of a Participant or of a person who is a Former Participant solely because he is excluded from membership under Section 2.1(b) shall become fully vested immediately upon his Retirement, or, if earlier, upon the termination of his employment with all Affiliated Employers by reason of death, Disability or upon the occurrence of a Change in Control.

Section 9.3 Forfeitures on Termination of Employment .

Upon the termination of employment of a Participant or Former Participant for any reason other than death, Disability or Retirement, that portion of the balance credited to his Account which is not vested at the date of such termination shall be forfeited upon the earliest of (a) full distribution of the vested portion of the Account or (b)completion of five consecutive One Year Breaks in Service following the date of such termination of employment. The proceeds of such forfeited amounts, reduced by any amounts required to be credited because of re-employment pursuant to Section 9.4, shall be treated as Forfeitures and shall be disposed of as provided in Section 9.5. If no portion of the balance credited to an Account of a Participant or Former Participant is vested as of the date of his termination of employment, a distribution of $0, representing full distribution of the Account, shall be deemed to have been made to the Participant or Former Participant on such date.

Section 9.4 Amounts Credited Upon Re-Employment .

If an Employee forfeited any amount of the balance credited to his Account upon his termination of employment, and is re-employed by any Affiliated Employer prior to the occurrence of five consecutive One-Year Breaks in Service, then:

(i) an amount equal to the Fair Market Value of the Shares forfeited, determined as of the date of Forfeiture; and

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(ii) the amount credited to his General Investment Account that was forfeited, determined as of the date of Forfeiture;

shall be credited back to his Account; provided however, that the Employee repays the amount distributed to him from his Account as a result of such termination no later than the fifth anniversary of his re-employment or the date he incurs five consecutive One Year Breaks in Service after such distribution, whichever is earlier. Such amounts to be re-credited shall be obtained from the proceeds of the forfeited amounts redeemed pursuant to Section 9.3 during the Plan Year in which the repayment is made, unless such proceeds are insufficient, in which case the Employee’s Employer shall make an additional contribution in the amount of such deficiency. For purposes of this Section 9.4, a Participant or Former Participant who received a distribution of $0, shall be deemed to have made repayment on the date of re-employment with an Employer.

Section 9.5 Allocation of Forfeitures .

Any Forfeitures that occur during a Plan Year shall be used to reduce the contributions required of the Participating Employers under the Plan in the next Plan Year and shall be treated as Loan Repayment Contributions and Discretionary Contributions in the proportions designated by the Committee in accordance with Article V.

Article X

The Trust Fund

Section 10.1 The Trust Fund .

The Trust Fund shall be held and invested under the Trust Agreement with the Trustee. The provisions of the Trust Agreement shall vest such powers in the Trustee as to investment, control and disbursement of the Trust Fund, and such other provisions not inconsistent with the Plan, including provision for the appointment of one or more “investment managers” within the meaning of Section 3(38) of ERISA to manage and control (including acquiring and disposing of) all or any of the assets of the Trust Fund, as the Compensation Committee may from time to time authorize.

Section 10.2 Investments .

Except to the extent provided to the contrary in Section 10.3, the Trust Fund shall be invested in:

(i) Shares;

(ii) such Investment Funds as may be established from time to time by the Compensation Committee; and

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(iii) such other investments as may be permitted under the Trust Agreement;

in such proportions as shall be determined by the Compensation Committee or, if so provided under the Trust Agreement, as directed by one or more investment managers or by the Trustee, in its discretion; provided, however, that the investments of the Trust Fund shall consist primarily of Shares. Notwithstanding the immediately preceding sentence, the Trustee may temporarily invest the Trust Fund in short-term obligations of, or guaranteed by, the United States Government or an agency thereof, or may retain uninvested, or sell investments to provide, amounts of cash required for purposes of the Plan.

Section 10.3 Distributions for Diversification of Investments .

(a) Notwithstanding Section 10.2, each Qualified Participant may:

(i) during the first 90 days of each of the first five Plan Years to begin after the Plan Year in which he first becomes a Qualified Participant, elect that such percentage of the balance credited to his Account as he may specify, but in no event may he during such five Plan Years withdraw more than 25% of the balance credited to his Account, be either distributed to him pursuant to this Section 10.3(a)(i) or transferred to the 401(k) Plan maintained by the Bank to the extent permitted by such plan, no later than 90 days after the last day that such election may be made; and

(ii) during the first 90 days of the sixth Plan Year to begin after the Plan Year in which he first b