GNB BANCORPORATION EMPLOYEE STOCK OWNERSHIP PLAN WITH 401(K) PROVISIONS

This plan or any part of it is intended to meet the conditions of 29 CFR 2550.404c-1 (shifting investment responsibility to participants).

Participants have the opportunity to direct the investment of all of the assets allocated to their individual accounts regardless of whether 29 CFR 2550.404c-1 is intended to be met.

Stock bonus plan.

Cash or deferred arrangement described in Code section 401(k) that is part of a qualified defined contribution plan under which employees may elect to defer part of their compensation or receive these amounts in cash.

Employee contributions are allocated to separate accounts under the plan or employer contributions are based in whole or in part on employee deferrals or contributions to the plan. Not applicable to 401(k) plans with only QNECs and/or QMACs or to 403(b)(1) 403(b)(7) or 408 arrangements.

Employee stock ownership plan that acquires employer securities with borrowed money or other debt-financing techniques.

The employer maintaining this ESOP is an S corporation.

Plan provides for automatic enrollment in plan that has elective contributions deducted from payroll.

Total or partial participant-directed account plan where plan uses a default investment account for participants who fail to direct assets in their account.

Plan sponsor(s) is (are) a member(s) of a controlled group (Code sections 414(b) (c) or (m)).

Plan requiring that all or part of employer contributions be invested and held at least for a limited period in employer securities.