401(K) Savings Plan

EXHIBIT 10.5


ADOPTION AGREEMENT #004
NONSTANDARDIZED CODE SS.401(K) PROFIT SHARING PLAN


The undersigned, American Community Bank ("Employer"), by executing this Adoption Agreement, elects to become a participating Employer in the Miles & Associates, Inc. Defined Contribution Prototype Plan (basic plan document #01) by adopting the accompanying Plan and Trust in full as if the Employer were a signatory to that Agreement. The Employer makes the following elections granted under the provisions of the Prototype Plan.


ARTICLE I
DEFINITIONS


1.02 TRUSTEE. The Trustee executing this Adoption Agreement is: (CHOOSE (A) OR (B))


[X] (a) A discretionary Trustee. See Section 10.03[A] of the Plan.


[ ] (b) A nondiscretionary Trustee. See Section 10.03[B] of the Plan.
[NOTE: THE EMPLOYER MAY NOT ELECT OPTION (B) IF A CUSTODIAN EXECUTES
THE ADOPTION AGREEMENT.]


1.03 PLAN. The name of the Plan as adopted by the Employer is American Community Bank 401(k) Plan.


1.07 EMPLOYEE. The following Employees are not eligible to participate in the Plan: (CHOOSE (A) OR AT LEAST ONE OF (B) THROUGH (G))


[X] (a) No exclusions.


[ ] (b) Collective bargaining employees (as defined in Section 1.07 of
the Plan). [NOTE: IF THE EMPLOYER EXCLUDES UNION EMPLOYEES FROM THE
PLAN, THE EMPLOYER MUST BE ABLE TO PROVIDE EVIDENCE THAT RETIREMENT
BENEFITS WERE THE SUBJECT OF GOOD FAITH BARGAINING.]


[ ] (c) Nonresident aliens who do not receive any earned income (as
defined in Code ss.911(d)(2)) from the Employer which constitutes
United States source income (as defined in Code ss.861(a)(3)).


[ ] (d) Commission Salesmen.


[ ] (e) Any Employee compensated on a salaried basis.


[ ] (f) Any Employee compensated on an hourly basis.


[ ] (g) (SPECIFY)___________________________________________________.


LEASED EMPLOYEES. Any Leased Employee treated as an Employee under Section 1.31 of the Plan, is: (CHOOSE (H) OR (I))


[X] (h) Not eligible to participate in the Plan.


[ ] (i) Eligible to participate in the Plan, unless excluded by reason
of an exclusion classification elected under this Adoption Agreement
Section 1.07.


RELATED EMPLOYERS. If any member of the Employer's related group (as defined in Section 1.30 of the Plan) executes a Participation Agreement to this Adoption Agreement, such member's Employees are eligible to participate in this Plan, unless excluded by reason of an exclusion classification elected under this Adoption Agreement Section 1.07. In addition: (CHOOSE (J) OR (K))


[X] (j) No other related group member's Employees are eligible to participate in the Plan.


1 [ ] (k) The following nonparticipating related group member's Employees
are eligible to participate in the Plan unless excluded by reason of
an exclusion classification elected under this Adoption Agreement
Section 1.07:________________________________.


1.12 COMPENSATION.


TREATMENT OF ELECTIVE CONTRIBUTIONS. (CHOOSE (A) OR (B))


[X] (a) "Compensation" includes elective contributions made by the
Employer on the Employee's behalf.


[ ] (b) "Compensation" does not include elective contributions.


MODIFICATIONS TO COMPENSATION DEFINITION. (CHOOSE (C) OR AT LEAST ONE OF (D) THROUGH (J))


[X] (c) No modifications other than as elected under Options (a) or (b).


[ ] (d) The Plan excludes Compensation in excess of $____________________
----------------.


[ ] (e) In lieu of the definition in Section 1.12 of the Plan,
Compensation means any earnings reportable as W-2 wages for Federal
income tax withholding purposes, subject to any other election under
this Adoption Agreement Section 1.12.


[ ] (f) The Plan excludes bonuses.


[ ] (g) The Plan excludes overtime.


[ ] (h) The Plan excludes Commissions.


[ ] (i) Compensation will not include Compensation from a related employer
(as defined in Section 1.30 of the Plan) that has not executed a
Participation Agreement in this Plan unless, pursuant to Adoption
Agreement Section 1.07, the Employees of that related employer are
eligible to participate in this Plan.


[ ] (j) (SPECIFY)____________________________________.


If, for any Plan Year, the Plan uses permitted disparity in the contribution or allocation formula elected under Article III, any election of Options (f), (g), (h) or (j) is ineffective for such Plan Year with respect to any Nonhighly Compensated Employee.


SPECIAL DEFINITION FOR MATCHING CONTRIBUTIONS. "Compensation" for purposes of any matching contribution formula under Article III means: (CHOOSE (K) OR (L) ONLY IF APPLICABLE)


[X] (k) Compensation as defined in this Adoption Agreement Section 1.12.


[ ] (l) (SPECIFY)____________________________________.


SPECIAL DEFINITION FOR SALARY REDUCTION CONTRIBUTIONS. An Employee's salary reduction agreement applies to his Compensation determined prior to the reduction authorized by that salary reduction agreement, with the following exceptions: (CHOOSE (M) OR AT LEAST ONE OF (N) OR (O), IF APPLICABLE)


[X] (m) No exceptions.


2 [ ] (n) If the Employee makes elective contributions to another plan
maintained by the Employer, the Advisory Committee will determine the
amount of the Employee's salary reduction contribution for the
withholding period: (CHOOSE (1) OR (2))


[ ] (1) After the reduction for such period of elective
contributions to the other plan(s).


[ ] (2) Prior to the reduction for such period of elective
contributions to the other plan(s).


[ ] (o) (SPECIFY)_____________________________________.


1.17 PLAN YEAR/LIMITATION YEAR.


PLAN YEAR. Plan Year means: (CHOOSE (A) OR (B))


[X] (a) The 12 consecutive month period ending every 12/31.


[ ] (b) (SPECIFY)_____________________________________.


LIMITATION YEAR. The Limitation Year is: (CHOOSE (C) OR (D))


[X] (c) The Plan Year.


[ ] (d) The 12 consecutive month period ending every___________.


1.18 EFFECTIVE DATE.


NEW PLAN. The "Effective Date" of the Plan is July 1, 1999.
------------


RESTATED PLAN. The restated Effective Date is______________. This Plan is a substitution and amendment of an existing retirement plan(s) originally established ________________. [NOTE: SEE THE EFFECTIVE DATE ADDENDUM.]


1.27 HOUR OF SERVICE. The crediting method for Hours of Service is: (CHOOSE (A) OR (B))


[X] (a) The actual method.


[ ] (b) The_____________________ equivalency method, except:


[ ] (1) No exceptions.


[ ] (2) The actual method applies for purposes of: (CHOOSE AT
LEAST ONE)


[ ] (i) Participation under Article II.


[ ] (ii) Vesting under Article V.


[ ] (iii) Accrual of benefits under Section 3.06.


[NOTE: ON THE BLANK LINE, INSERT "DAILY," "WEEKLY," "SEMI-MONTHLY PAYROLL PERIODS" OR "MONTHLY."]


3
1.29 SERVICE FOR PREDECESSOR EMPLOYER. In addition to the predecessor service the Plan must credit by reason of Section 1.29 of the Plan, the Plan credits Service with the following predecessor employer(s): N/A. Service with the designated predecessor employer(s) applies: (CHOOSE AT LEAST ONE OF (A) OR (B); (C) IS AVAILABLE ONLY IN ADDITION TO (A) OR (B))


[ ] (a) For purposes of participation under Article II.


[ ] (b) For purposes of vesting under Article V.


[ ] (c) Except the following Service:_________________________________.


[NOTE: IF THE PLAN DOES NOT CREDIT ANY PREDECESSOR SERVICE UNDER THIS PROVISION, INSERT "N/A" IN THE FIRST BLANK LINE. THE EMPLOYER MAY ATTACH A SCHEDULE TO THIS ADOPTION AGREEMENT, IN THE SAME FORMAT AS THIS SECTION 1.29, DESIGNATING ADDITIONAL PREDECESSOR EMPLOYERS AND THE APPLICABLE SERVICE CREDITING ELECTIONS.]


1.31 LEASED EMPLOYEES. If a Leased Employee is a Participant in the Plan and also participates in a plan maintained by the leasing organization: (CHOOSE (A) OR (B))


[X] (a) The Advisory Committee will determine the Leased Employee's
allocation of Employer contributions under Article III without taking
into account the Leased Employee's allocation, if any, under the
leasing organization's plan.


[ ] (b) The Advisory Committee will reduce a Leased Employee's allocation
of Employer nonelective contributions (other than designated qualified
nonelective contributions) under this Plan by the Leased Employee's
allocation under the leasing organization's plan, but only to the
extent that allocation is attributable to the Leased Employee's service
provided to the Employer. The leasing organization's plan:


[ ] (1)Must be a money purchase plan which would satisfy the
definition under Section 1.31 of a safe harbor plan,
irrespective of whether the safe harbor exception applies.


[ ] (2)Must satisfy the features and, if a defined benefit
plan, the method of reduction described in an addendum to
this Adoption Agreement, numbered 1.31.


ARTICLE II
EMPLOYEE PARTICIPANTS


2.01 ELIGIBILITY.


ELIGIBILITY CONDITIONS. To become a Participant in the Plan, an Employee must satisfy the following eligibility conditions: (CHOOSE (A) OR (B) OR BOTH; (C) IS OPTIONAL AS AN ADDITIONAL ELECTION)


[X] (a) Attainment of age 21 (SPECIFY AGE, NOT EXCEEDING 21).


[X] (b) Service requirement. (CHOOSE ONE OF (1) THROUGH (3))


[X] (1) One Year of Service.


[ ] (2) ____ months (not exceeding 12) following the Employee's
Employment Commencement Date.


[ ] (3) One Hour of Service.


4 [ ] (c) Special requirements for non-401(k) portion of plan. (MAKE
ELECTIONS UNDER (1) AND UNDER (2))


(1) The requirements of this Option (c) apply to participation in:
(CHOOSE AT LEAST ONE OF (I) THROUGH (III))


[ ] (i) The allocation of Employer nonelective contributions
and Participant forfeitures.


[ ] (ii) The allocation of Employer matching contributions
(including forfeitures allocated as matching
contributions).


[ ] (iii) The allocation of Employer qualified nonelective
contributions.


(2) For participation in the allocations described in (1), the
eligibility conditions are: (CHOOSE AT LEAST ONE OF (I) THROUGH (IV))


[ ] (i) (one or two) Year(s) of Service, without an
intervening Break in Service (as described in Section
2.03(A) of the Plan) if the requirement is two Years of
Service.


[ ] (ii)_____ months (not exceeding 24) following the
Employee's Employment Commencement Date.


[ ] (iii) One Hour of Service.


[ ] (iv) Attainment of age______________(SPECIFY AGE, NOT
EXCEEDING 21).


PLAN ENTRY DATE. "Plan Entry Date" means the Effective Date and: (CHOOSE (D), (E) OR (F))


[X] (d) Semi-annual Entry Dates. The first day of the Plan Year and the
first day of the seventh month of the Plan Year.


[ ] (e) The first day of the Plan Year.


[ ] (f) (SPECIFY ENTRY DATES)_____________________________________.


TIME OF PARTICIPATION. An Employee will become a Participant (and, if applicable, will participate in the allocations described in Option (c)(1)), unless excluded under Adoption Agreement Section 1.07, on the Plan Entry Date (if employed on that date): (CHOOSE (G), (H) OR (I))


[X] (g) immediately following


[ ] (h) immediately preceding


[ ] (i) nearest


the date the Employee completes the eligibility conditions described in Options (a) and (b) (or in Option (c)(2) if applicable) of this Adoption Agreement Section 2.01. [NOTE: THE EMPLOYER MUST COORDINATE THE SELECTION OF (G), (H) OR (I) WITH THE "PLAN ENTRY DATE" SELECTION IN (D), (E) OR (F). UNLESS OTHERWISE EXCLUDED UNDER SECTION 1.07, THE EMPLOYEE MUST BECOME A PARTICIPANT BY THE EARLIER OF: (1) THE FIRST DAY OF THE PLAN YEAR BEGINNING AFTER THE DATE THE EMPLOYEE COMPLETES THE AGE AND SERVICE REQUIREMENTS OF CODE SS.410(A); OR (2) 6 MONTHS AFTER THE DATE THE EMPLOYEE COMPLETES THOSE REQUIREMENTS.]


DUAL ELIGIBILITY. The eligibility conditions of this Section 2.01 apply to: (CHOOSE (J) OR (K))


[ ] (j) All Employees of the Employer, except: (CHOOSE (1) OR (2))


5
[ ] (1) No exceptions.


[ ] (2) Employees who are Participants in the Plan as of the
Effective Date.


[X] (k) Solely to an Employee employed by the Employer after July 1, 1999.
If the Employee was employed by the Employer on or before the
specified date, the Employee will become a Participant: (CHOOSE (1),
(2) OR (3))


[X] (1) On the latest of the Effective Date, his Employment
Commencement Date or the date he attains age 21 (not to
exceed 21).


[ ] (2) Under the eligibility conditions in effect under the
Plan prior to the restated Effective Date. If the restated
Plan required more than one Year of Service to participate,
the eligibility condition under this Option (2) for
participation in the Code ss.401(k) arrangement under this
Plan is one Year of Service for Plan Years beginning after
December 31, 1988. [FOR RESTATED PLANS ONLY]


[ ] (3) (SPECIFY)________________________________.


2.02 YEAR OF SERVICE - PARTICIPATION.


HOURS OF SERVICE. An Employee must complete: (CHOOSE (A) OR (B))


[X] (a) 1,000 Hours of Service


[ ] (b)______________________ Hours of Service


during an eligibility computation period to receive credit for a Year of Service. [NOTE: THE HOURS OF SERVICE REQUIREMENT MAY NOT EXCEED 1,000.]


ELIGIBILITY COMPUTATION PERIOD. After the initial eligibility computation period described in Section 2.02 of the Plan, the Plan measures the eligibility computation period as: (CHOOSE (C) OR (D))


[ ] (c) The 12 consecutive month period beginning with each anniversary
of an Employee's Employment Commencement Date.


[X] (d) The Plan Year, beginning with the Plan Year which includes the
first anniversary of the Employee's Employment Commencement Date.


2.03 BREAK IN SERVICE - PARTICIPATION. The Break in Service rule described in Section 2.03(B) of the Plan: (CHOOSE (A) OR (B))


[X] (a) Does not apply to the Employer's Plan.


[ ] (b) Applies to the Employer's Plan.


2.06 ELECTION NOT TO PARTICIPATE. The Plan: (CHOOSE (A) OR (B))


[X] (a) Does not permit an eligible Employee or a Participant to elect not
to participate.


[ ] (b) Does permit an eligible Employee or a Participant to elect not to
participate in accordance with Section 2.06 and with the following
rules: (COMPLETE (1), (2), (3) AND (4))


(1) An election is effective for a Plan Year if filed no later than
-------------------------------------------------------.


6
(2) An election not to participate must be effective for at least
_________________________________ Plan Year(s).


(3) Following a re-election to participate, the Employee or
Participant:


[ ] (i)May not again elect not to participate for any subsequent Plan
Year.


[ ] (ii) May again elect not to participate, but not earlier than
the __________________ Plan Year following the Plan Year in which
the re-election first was effective.


(4) (SPECIFY)_______________________________________________________
[INSERT "N/A" IF NO OTHER RULES APPLY].


ARTICLE III
EMPLOYER CONTRIBUTIONS AND FORFEITURES


3.01 AMOUNT.


PART I. [OPTIONS (A) THROUGH (G)] AMOUNT OF EMPLOYER'S CONTRIBUTION. The Employer's annual contribution to the Trust will equal the total amount of deferral contributions, matching contributions, qualified nonelective contributions and nonelective contributions, as determined under this Section 3.01. (CHOOSE ANY COMBINATION OF (A), (B), (C) AND (D), OR CHOOSE (E))


[X] (a) DEFERRAL CONTRIBUTIONS (CODESS.401(K) ARRANGEMENT). (CHOOSE (1) OR
(2) OR BOTH)


[X] (1) Salary reduction arrangement. The Employer must
contribute the amount by which the Participants have
reduced their Compensation for the Plan Year, pursuant to
their salary reduction agreements on file with the
Advisory Committee. A reference in the Plan to salary
reduction contributions is a reference to these amounts.


[ ] (2) Cash or deferred arrangement. The Employer will
contribute on behalf of each Participant the portion of
the Participant's proportionate share of the cash or
deferred contribution which he has not elected to receive
in cash. See Section 14.02 of the Plan. The Employer's
cash or deferred contribution is the amount the Employer
may from time to time deem advisable which the Employer
designates as a cash or deferred contribution prior to
making that contribution to the Trust.


[X] (b) MATCHING CONTRIBUTIONS. The Employer will make matching
contributions in accordance with the formula(s) elected in Part II of
this Adoption Agreement Section 3.01.


[ ] (c) DESIGNATED QUALIFIED NONELECTIVE CONTRIBUTIONS. The Employer, in
its sole discretion, may contribute an amount which it designates as a
qualified nonelective contribution.


[X] (d) NONELECTIVE CONTRIBUTIONS. (CHOOSE ANY COMBINATION OF (1) THROUGH
(4))


[X] (1) Discretionary contribution. The amount (or additional
amount) the Employer may from time to time deem
advisable.


[ ] (2) The amount (or additional amount) the Employer may
from time to time deem advisable, separately determined
for each of the following classifications of
Participants: (CHOOSE (I) OR (II))


[ ] (i)Nonhighly Compensated Employees and Highly
Compensated Employees.


7
[ ] (ii) (SPECIFY CLASSIFICATIONS)_________________________.


Under this Option (2), the Advisory Committee will allocate the
amount contributed for each Participant classification in
accordance with Part II of Adoption Agreement Section 3.04, as
if the Participants in that classification were the only
Participants in the Plan.


[ ] (3) _____% of the Compensation of all Participants under the
Plan, determined for the Employer's taxable year for
which it makes the contribution. [NOTE: THE PERCENTAGE
SELECTED MAY NOT EXCEED 15%.]


[ ] (4) _____% of Net Profits but not more than $__________.


[ ] (e) FROZEN PLAN. This Plan is a frozen Plan effective . The Employer
will not contribute to the Plan with respect to any period following
the stated date.


NET PROFITS. The Employer: (CHOOSE (F) OR (G))


[X] (f) Need not have Net Profits to make its annual contribution under
this Plan.


[ ] (g) Must have current or accumulated Net Profits exceeding $_______ to
make the following contributions: (CHOOSE AT LEAST ONE)


[ ] (1) Cash or deferred contributions described in Option (a)(2).


[ ] (2) Matching contributions described in Option (b), except:
----------------------------------------.


[ ] (3) Qualified nonelective contributions described in Option
(c).


[ ] (4) Nonelective contributions described in Option (d).


The term "Net Profits" means the Employer's net income or profits for any taxable year determined by the Employer upon the basis of its books of account in accordance with generally accepted accounting practices consistently applied without any deductions for Federal and state taxes upon income or for contributions made by the Employer under this Plan or under any other employee benefit plan the Employer maintains. The term "Net Profits" specifically excludes_________________________________________. [NOTE: ENTER "N/A" IF NO EXCLUSIONS APPLY.]


If the Employer requires Net Profits for matching contributions and the Employer does not have sufficient Net Profits under Option (g), it will reduce the matching contribution under a fixed formula on a prorata basis for all Participants. A Participant's share of the reduced contribution will bear the same ratio as the matching contribution the Participant would have received if Net Profits were sufficient bears to the total matching contribution all Participants would have received if Net Profits were sufficient. If more than one member of a related group (as defined in Section 1.30) execute this Adoption Agreement, each participating member will determine Net Profits separately but will not apply this reduction unless, after combining the separately determined Net Profits, the aggregate Net Profits are insufficient to satisfy the matching contribution liability. "Net Profits" includes both current and accumulated Net Profits.


8 PART II. [OPTIONS (H) THROUGH (J)] MATCHING CONTRIBUTION FORMULA. [NOTE: IF THE EMPLOYER ELECTED OPTION (B), COMPLETE OPTIONS (H), (I) AND (J).]


[X] (h) AMOUNT OF MATCHING CONTRIBUTIONS. For each Plan Year, the
Employer's matching contribution is: (CHOOSE ANY COMBINATION OF (1),
(2), (3), (4) AND (5))


[ ] (1) An amount equal to % of each Participant's eligible
contributions for the Plan Year.


[ ] (2) An amount equal to % of each Participant's first
tier of eligible contributions for the Plan Year, plus
the following matching percentage(s) for the following
subsequent tiers of eligible contributions for the Plan
---------------------------------------------------.


[X] (3) Discretionary formula.


[X] (i)An amount (or additional amount) equal to a
matching percentage the Employer from time to time
may deem advisable of the Participant's eligible
contributions for the Plan Year.


[ ] (ii) An amount (or additional amount) equal to a
matching percentage the Employer from time to time
may deem advisable of each tier of the
Participant's eligible contributions for the Plan
Year.


[ ] (4) An amount equal to the following percentage of each
Participant's eligible contributions for the Plan Year,
based on the Participant's Years of Service:


Number of Years of Service Matching Percentage
-------------------------- -------------------


------ ------ %
------ ------ %
------ ------ %
------ ------ %


The Advisory Committee will apply this formula by determining Years of Service as follows:______________________________________.


[ ] (5) A Participant's matching contributions may not:
(CHOOSE (I) OR (II))


[ ] (i) Exceed______________________________________.


[ ] (ii)Be less than________________________________.


RELATED EMPLOYERS. If two or more related employers (as defined in
Section 1.30) contribute to this Plan, the related employers may elect
different matching contribution formulas by attaching to the Adoption
Agreement a separately completed copy of this Part II. NOTE: SEPARATE
MATCHING CONTRIBUTION FORMULAS CREATE SEPARATE CURRENT BENEFIT
STRUCTURES THAT MUST SATISFY THE MINIMUM PARTICIPATION TEST OF CODE
SS.401(A)(26).]


[X] (i) DEFINITION OF ELIGIBLE CONTRIBUTIONS. Subject to the requirements
of Option (j), the term "eligible contributions" means: (CHOOSE ANY
COMBINATION OF (1) THROUGH (3))


[X] (1) S ...