EXHIBIT 10.1
FIRST AMENDMENT TO THE
OCEAN FEDERAL SAVINGS BANK
EMPLOYEE STOCK OWNERSHIP PLAN
March 19, 1997
This First Amendment to the Ocean Federal Savings Bank Employee Stock Ownership Plan (the "ESOP"),
executed on March 19, 1997, by Ocean Federal Savings Bank (the "Bank").
WITNESSETH THAT:
WHEREAS, the Board of Directors of the Bank adopted the ESOP effective January 1, 1996; and
WHEREAS, the Board of Directors desires to amend the ESOP to reflect certain changes which are required by
the Internal Revenue Service in order for the ESOP to obtain a favorable determination of the plan's tax-qualified
status from the Internal Revenue; and
WHEREAS, The Board of Directors also desires to make certain other clarifying amendments to the ESOP
regarding the allocation of discretionary contributions and the computation period for determining years of service
for purposes of vesting; and
WHEREAS, the Board of Directors also desires to include a discretionary provision in the plan providing for
matching contributions made with respect to employee salary deferrals made under the Bank's 401(k) plan;
WHEREAS, by previous resolution, the Board of Directors has duly authorized certain officers to take whatever
action necessary to ensure that the Plan meets the qualification requirements of the Internal Revenue Code and
obtains a favorable determination letter form the Internal Revenue Service regarding such qualifications; and
WHEREAS, Section 13.4 permits the ESOP to be amended from time to time as is necessary.
NOW, THEREFORE, BE IT RESOLVED, that the ESOP shall be, and hereby is, amended as follows:
FIRST CHANGE
Effective January 1, 1997, Section 4.1 is amended by adding the words "while a Participant" to the end of the last
sentence thereof. Accordingly, the last sentence of Section 4.1 shall read in its entirety as follows:
The Employers' contributions and available forfeitures for a Plan Year shall be credited as of the last day of the
year to the Accounts of the Active Particip