Common use of Benefit Plans Clause in Contracts

Benefit Plans. Following the Effective Time, Parent shall cause service performed by current employees for the Company and its Subsidiaries (and any predecessor entities) to be taken into account for purposes of eligibility and vesting (but not for purposes of pension benefit accrual), and for purposes of determining severance (to the extent applicable), vacation and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries in which employees of the Company participate to the extent such service was credited by the Company and its Subsidiaries under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit plan of Parent or any of its Subsidiaries. Company employees who, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees of the Company become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan prior to the Effective Time.

Benefit Plans. Following (i) At or prior to the Effective Time, Parent shall cause service performed by current employees for the Company and/or Company Bank shall take all necessary actions to terminate the 1st State Bancorp, Inc. Employee Stock Ownership Plan ("ESOP"). If requested by the Buyer, the Company and/or Company Bank (1) distributed to participants and its Subsidiaries beneficiaries; or (and any predecessor entities2) transferred to be taken into account for purposes of eligibility and vesting an eligible individual retirement account. Prior to the Effective Time, the Company and, following the Effective Time, the Buyer shall use their respective reasonable best efforts in good faith to obtain such favorable determination letter (including, but not for purposes of pension benefit accrual)limited to, and for purposes of determining severance (making such changes to the extent applicableESOP and the proposed allocations described herein as may be requested by the IRS as a condition to its issuance of a favorable determination letter), vacation and other paid time off entitlements (. The Buyer will adopt such additional amendments to the extent applicable), under ESOP as may be reasonably required by the benefit plans of Parent and its Subsidiaries in which employees of the Company participate IRS subsequent to the extent Effective Time as a condition to granting such service was credited favorable determination and termination letters provided that such amendments do not substantially change the terms outlined herein or would result in an additional material liability to the Buyer. Neither Company nor the Buyer shall make any distributions from the ESOP except as may be required by applicable Law until receipt of such favorable determination letter. Prior to the Company and its Subsidiaries under similar benefit plansEffective Time, no prepayments shall be made on the ESOP loan; provided, however, that Parent or its Subsidiaries regular contributions to the ESOP and payments on the ESOP loan may provide that such employees continue be made consistent with past practices on the regularly scheduled payment dates. (ii) Prior to participate in any Employee Plan or International Plan December 31, 2005 but following the Effective Time until Company's meeting of shareholders at which such practicable date as they commence participation shareholders vote to approve this Agreement and the transactions contemplated hereby, including the Merger, the Company shall terminate the 1st State Savings Bank Deferred Compensation Plan ("DCP") and the 1st State Bancorp, Inc. Management Recognition Plan ("MRP") in accordance with Section 409A of the Code and provide a lump sum payment in the form of Company Shares in an applicable benefit plan of Parent or any of its Subsidiaries. Company employees who, amount equal to each participant's DCP and MRP account balances as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy termination date of such plans. The Company shall be eligible also terminate all existing split-dollar life insurance arrangements with its executive officers prior to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time. If requested by the Buyer, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after Company Bank shall terminate the Effective Time pursuant to 1st State Bank, Inc. Employees' Savings and Profit Sharing Plan (the terms of such policy. When employees of "401(k) Plan") and the Company become eligible to participate retiree and part time benefits described in a medical, dental or health plan of Parent, to Schedule 4.13(h) hereto (the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (i"Retiree Benefits") waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan prior to the Effective Time.

Benefit Plans. Following (a) Parent shall cause the Surviving Corporation to maintain for a period of one year after the Effective Time the Company Benefit Plans as in effect on the date of this Agreement as set forth on the Company Disclosure Letter (other than the Company Stock Plan and any other Company Benefit Plan that provides benefits based on the value of Company Common Stock) or to provide benefits (excluding benefits attributable to equity-based plans or grants) to each current employee of the Company and the Company Subsidiaries that are at least as favorable in the aggregate to such employees as those in effect on the date of this Agreement. (b) From and after the Effective Time, Parent shall, and shall cause service performed by current employees for the Surviving Corporation to honor in accordance with their respective terms (as in effect on the date of this Agreement), all the Company’s employment, severance and termination agreements, plans and policies disclosed in the Company and its Subsidiaries Disclosure Letter. (and c) With respect to any predecessor entities) to be taken into account employee benefit plan, program or arrangement maintained by Parent or any Parent Subsidiary (including any severance plan), for all purposes of determining eligibility to participate and vesting (but not for purposes of pension benefit accrual), and for purposes of determining severance (service with the Company or any Company Subsidiary shall be treated as service with Parent or any Parent Subsidiary; provided, however, that such service need not be recognized to the extent applicable)that such recognition would result in any duplication of benefits. (d) Parent shall waive, vacation and or cause to be waived, any pre-existing condition limitation under any welfare benefit plan maintained by Parent or any of its affiliates (other paid time off entitlements (to than the extent applicable), under the benefit plans of Parent and its Subsidiaries Company) in which employees of the Company participate to the extent such service was credited by and the Company Subsidiaries (and its Subsidiaries under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees continue their eligible dependents) will be eligible to participate in any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit plan of Parent or any of its Subsidiaries. Company employees who, as of from and after the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, except to the extent earned as of the Effective Time, under that such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees of the Company become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible pre-existing condition limitation would have been applicable under the applicable comparable Company welfare benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan immediately prior to the Effective Time. Parent shall recognize, or cause to be recognized, the dollar amount of all expenses incurred by each Company employee (and his or her eligible dependents) during the calendar year in which the Effective Time occurs for purposes of satisfying such year’s deductible and co-payment limitations under the relevant welfare benefit plans in which they will be eligible to participate from and after the Effective Time.

Benefit Plans. Following (a) From the Effective Timedate of this Agreement through the Closing Date, Parent shall cause service performed by current in order to afford Buyer the opportunity to determine, in its sole discretion, what employee benefits it will provide to the employees for of the Operating Company and its Subsidiaries Stellar Propane after the Closing Date, and under what plans such employee benefits will be provided, subject to applicable privacy and other Laws, the Sellers will (and any predecessor entitieswill cause the Operating Company and Stellar Propane to) use commercially reasonable efforts to be taken into account for purposes afford to Buyer and its Representatives full and free access in a reasonable manner, upon reasonable notice and at reasonable times, to each of eligibility the Sellers’, the Operating Company’s and vesting (but not for purposes of pension benefit accrual)Stellar Propane’s Benefit Plan documents, including access to all files, records, reports and other data and information relating thereto, and for purposes all personnel involved with the administration of determining severance such Benefit Plans. The Sellers will also make available to Buyer a copy of the documents and instruments governing each Benefit Plan (including, where applicable, the plan document, summary plan description or other summary, most recent actuarial report, and trust or other funding arrangement). (b) If and to the extent applicable)requested by Buyer, vacation the Sellers and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries in which employees of the Company participate to the extent such service was credited by the Company and its Subsidiaries under similar benefit planstheir Affiliates will amend or terminate any Benefit Plan; provided, however, that Parent any such amendment or its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an termination will comply with all applicable benefit plan of Parent or any of its Subsidiaries. Company employees who, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall Laws and will not be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to required if otherwise prohibited by the terms of the Collective Bargaining Agreements. Any such policy. When employees of amendment or termination may be made conditional upon the Company become eligible to participate in a medical, dental Closing provided that such amendment or health plan of Parent, termination becomes effective immediately prior to the extent permissible under Closing. (c) Buyer will notify the applicable benefit plan, Parent shall cause each such plan Sellers at least five days prior to the Closing as to (i) waive whether Buyer desires the Sellers to assign and transfer to Buyer (or cause the Operating Company and Stellar Propane to assign and transfer to Buyer) any preexisting condition limitations to of the extent such conditions were covered under Sellers’, the applicable medical, Operating Company’s or Stellar Propane’s health or dental plans other benefit plan policies of the Company insurance and (ii) waive any waiting period limitation whether (A) it will continue to sponsor the Operating Company’s 401(k) profit sharing plan either as a merged plan with Buyer’s existing 401(k) profit sharing plan or evidence of insurability requirement which would otherwise as a separate plan or (B) it desires that the Operating Company’s 401(k) profit sharing plan be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan terminated prior to the Effective TimeClosing. (d) For purposes of determining (i) eligibility to participate in or vesting under Buyer’s applicable 401(k) profit sharing plan, (ii) eligibility to participate in applicable health plans and (iii) eligibility to participate in applicable disability plans, individuals who are employees of the Operating Company or Stellar Propane on the Closing Date or who are hired within 15 days after the Closing Date will be given credit for all service as an employee of either the Operating Company or Stellar Propane.

Benefit Plans. Following (a) For a period of one year after the Effective Time, Parent shall cause service performed by current provide benefits to employees for of the Company and its the Company Subsidiaries that are substantially comparable in the aggregate to those in effect for such employees on the date of this Agreement. (and b) With respect to any predecessor entities“employee benefit plan”, as defined in Section 3(3) to of ERISA, maintained by Parent or any Parent Subsidiary in which employees of the Company or any Company Subsidiary participate after the Effective Time, service with the Company or any Company Subsidiary shall be taken into account treated as service with Parent or the Parent Subsidiaries for purposes of determining eligibility to participate and vesting (but not for purposes of pension benefit accrualaccrual or level of benefits); provided, and for purposes of determining severance (however, that such service shall not be recognized to the extent applicable)that such recognition would result in any duplication of benefits. For the avoidance of doubt, vacation and other paid time off entitlements (no employee of the Company or any Company Subsidiary will be entitled to the extent applicable), receive benefits or credits under the benefit plans formulae applicable to employees of Parent and or any Parent Subsidiary hired prior to January 1, 2001. (c) Parent shall waive, or cause to be waived, any pre-existing condition limitation under any welfare benefit plan maintained by Parent or any of its Subsidiaries affiliates (other than the Company) in which employees of the Company participate to the extent such service was credited by and the Company Subsidiaries and its Subsidiaries under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees continue their eligible dependents) will be eligible to participate in any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit plan of Parent or any of its Subsidiaries. Company employees who, as of from and after the Effective Time, are eligible for sabbaticals except to the extent that such pre-existing condition limitation would have been applicable under the Companycomparable Company welfare benefit plan immediately prior to the Effective Time. Parent shall recognize, or cause to be recognized, the dollar amount of all expenses incurred by each Company employee (and his or her eligible dependents) during the calendar year in which the Effective Time occurs for purposes of satisfying such year’s paid sabbatical leave policy shall deductible and co-payment limitations under the relevant welfare benefit plans in which they will be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees of the Company become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company from and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement amounts were so recognized under an analogous the comparable Company welfare benefit plan immediately prior to the Effective Time.

Benefit Plans. Following (a) As soon as practicable after the Effective Closing Date, but effective as of the Closing Time, Parent Buyer or the applicable Designated Buyer Affiliate shall establish and register with the applicable Governmental Authorities, or shall otherwise cause to be provided, one or more pension plans or other retirement savings arrangements for those Ontario Employees and Quebec Employees who accepted the Buyer’s or the Designated Buyer Affiliate’s, as the case may be, offer of employment who participated in a Pension Plan immediately prior to the Closing Time (the “Buyer’s Pension Plans”) each of which shall contain benefit provisions which are substantially comparable, in the aggregate, to those provided under the Pension Plan in which the Ontario Employees and Quebec Employees who accepted the Buyer’s or Designated Buyer Affiliate’s, as the case may be, offer of employment, respectively, participated immediately prior to the Closing Time. Buyer or the applicable Designated Buyer Affiliate shall also establish or otherwise provide a pension fund or other funding arrangement for each Buyer’s Pension Plan. Buyer’s Pension Plans shall provide that for the purposes of eligibility for membership, vesting and continued benefit accrual, service by Ontario Employees and Quebec Employees who accepted the Buyer’s or Designated Buyer Affiliate’s, as the case may be, offer of employment recognized under a Pension Plan shall be recognized as continuous unbroken service with Buyer or the applicable Designated Buyer Affiliate. Buyer or the applicable Designated Buyer Affiliate further agrees to provide the applicable Seller with such documentation and information as it may reasonably require to satisfy itself that the Buyer’s Pension Plans and the pension funds therefor have been properly established or otherwise provided, as applicable, in accordance with this Section. For those Ontario Employees and Quebec Employees who join a Buyer’s Pension Plan that is a “registered pension plan” as that term is defined in subsection 248(1) of the ITA, MDS shall cause the Pension Plans in which such employees participated immediately prior to the Closing Time to recognize service performed by current of such employees for with Buyer or the Company and its Subsidiaries (and any predecessor entities) to be taken into account applicable Designated Buyer Affiliate after the Closing Time for purposes of vesting and eligibility for benefits. (b) At the Closing Time, Buyer or the applicable Designated Buyer Affiliate shall make available to the Ontario Employees and Quebec Employees who accepted the Buyer’s or the applicable Designated Buyer Affiliate’s, as the case may be, offer of employment benefits, in addition to those provided under the Buyer’s Pension Plans, which are substantially comparable, in the aggregate to those provided under the Benefit Plans which currently are applicable to such Employees (“Buyer’s Benefit Plans”). For the purposes of Buyer’s Benefit Plans, Buyer or the applicable Designated Buyer Affiliate agrees to credit the Employees who accepted the Buyer’s or the applicable Designated Buyer Affiliate’s offer of employment with eligibility and vesting (but not service on and after the Closing Time for purposes of pension benefit accrual), and for purposes of determining severance (such Employees’ service prior to the Closing Time recognized by the applicable Benefit Plans. Buyer or the applicable Designated Buyer Affiliate agrees to waive any pre-existing medical condition or similar restriction in any Buyer’s Benefit Plans only to the extent applicable), vacation and other paid time off entitlements (to an Employee has coverage on the extent applicable), Closing Date under the Benefit Plans which currently are applicable to such Employee notwithstanding such pre-existing medical condition or similar restriction. Buyer or the applicable Designated Buyer Affiliate will credit amounts paid by such Employees during the 2006 plan year as deductibles or co-payments under the applicable Benefit Plan toward the total deductible and/or co-payment requirements under the applicable Buyer’s Benefit Plan after the Closing Time. With respect to any flexible benefit plans arrangements, Buyer or the applicable Designated Buyer Affiliate will provide credit under the applicable Buyer’s Benefit Plan after the Closing Time for the net unused benefits remaining including, for greater certainty, the balance in the health spending account of Parent and its Subsidiaries any such Employee. MDS or the applicable Seller shall remain responsible for those Liabilities under any Benefit Plan in which employees connection with claims incurred with respect to Employees before the Closing Time. No Seller shall be responsible for any Liabilities under any Benefit Plan in connection with claims incurred at or after the Closing Time with respect to any Ontario Employees or Quebec Employees who accepted the offer of employment of the Company participate to the extent such service was credited by the Company and its Subsidiaries under similar benefit plans; provided, however, that Parent Buyer or its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following the applicable Designated Buyer Affiliate. (c) Effective Time until such practicable date as they commence participation in an applicable benefit plan of Parent or any of its Subsidiaries. Company employees who, as of the Effective Closing Time, are eligible for sabbaticals under each Employee who is a participant in any Benefit Plan shall cease to be an active participant in such Benefit Plan and the Company’s paid sabbatical leave policy applicable Seller shall be eligible responsible for any benefits accrued by or payable to take paid sabbatical leaves of absence, any Employee under such Benefit Plan up to the extent earned Closing Time. (d) Effective as of the Effective Closing Time, under such policy each Seller shall assign to Buyer or the applicable Designated Buyer Affiliate, and Buyer or the applicable Designated Buyer Affiliate shall assume all of Sellers’ Liabilities and responsibilities with respect to death or medical benefits (whether or not insured), with respect to Ontario Employees and Quebec Employees who accepted the Buyer’s or applicable Designated Buyer Affiliate’s, as the case may be, offer of employment beyond retirement or other termination of service. (e) For greater certainty, effective as of the Closing Time, each Seller shall cease to have any Liabilities or obligations in respect of those Benefit Plans to which it did not contribute or was not required to contribute and for which its obligations were limited to providing administrative services in respect thereto, provided that nothing in this Subsection 5.5(e) shall relieve any obligation of a substantially identical sabbatical or leave of absence policy of Parent Seller to provide benefits after the Effective Closing Time pursuant as provided by this Agreement to the terms of such policy. When employees of the Company become eligible to participate in a medical, dental Ontario Employees and Quebec Employees who do not accept Buyer’s or health plan of Parent, to the extent permissible under the applicable benefit planDesignated Buyer Affiliate’s, Parent shall cause each such plan to (i) waive any preexisting condition limitations to as the extent such conditions were covered under the applicable medicalcase may be, health or dental plans offer of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan prior to the Effective Timeemployment.

Benefit Plans. Following (a) The Surviving Company Disclosure Schedule lists (i) all Employee Benefit Plans of the Effective TimeSurviving Company or Subsidiary thereof, Parent shall cause service performed by current employees for (ii) all employment contracts (x) between the Surviving Company and any of its employees and (y) between any Subsidiary of the Surviving Company, on the one hand, and its managing director (or person performing similar functions) or any other employee whose annual compensations exceeds $150,000, on the other hand, and (iii) all plans and arrangements pursuant to which the Surviving Company or any of its Subsidiaries (and is, or may be or become, obligated to make any predecessor entities) payment in excess of $150,000, to be taken into account confer any material benefit upon or accelerate the vesting or exercisability of any benefit for purposes any officer, director, employee or agent of eligibility and vesting (but not for purposes the Surviving Company or any of pension benefit accrual), and for purposes of determining severance (to the extent applicable), vacation and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries as a result of or in which employees connection with any of the Company participate to the extent such service was credited transactions contemplated by the Company and its Subsidiaries under similar benefit plansthis Agreement; provided, however, that Parent no such disclosure shall be required of any Employee Benefits Plan that the Surviving Company or any of its Subsidiaries may is required to provide that such under applicable law. (i) The Surviving Company and its Subsidiaries have complied with all laws relating to the employment of labor, including provisions thereof relating to wages, hours, equal opportunity and collective bargaining except where the failure so to comply could not reasonably be expected to have a Material Adverse Effect on the Surviving Company, (ii) no labor dispute with employees continue of the Surviving Company exists or, to participate the knowledge of the Surviving Company, is threatened, except as could not reasonably be expected to have a Material Adverse Effect on the Surviving Company, (iii) each Employee Benefit Plan conforms in all material respects to, and its administration is in conformity in all material respects with, all applicable laws, no material liability has been or is expected to be incurred by the Surviving Company with respect to any Employee Benefit Plan except for benefits payable or International Plan following contributions due under the Effective Time until terms of such practicable date plans, and full payment has been made of all amounts that the Surviving Company is required to have paid as they commence participation a contribution to each Employee Benefit Plan, (iv) the Surviving Company has made available to Seller a true and correct copy of each of the Employee Benefit Plans and all contracts relating thereto or to the funding thereof, (v) all Employee Benefit Plans intended to satisfy applicable tax qualification requirements or other requirements necessary to secure favorable tax or other legal treatment comply in an applicable benefit plan all material respects with such requirements and (vi) appropriate accruals for all obligations under the Employee Benefit Plans are reflected in the financial statements of Parent the Surviving Company. (c) There are no pending or, to the knowledge of the Surviving Company, threatened claims for indemnification by the Surviving Company or any of its Subsidiaries in favor of directors, officers, employees and agents of the Surviving Company or any of its Subsidiaries. Company employees who, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees of the Company become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan prior to the Effective Time.

Benefit Plans. Following Health and Welfare, Pension and Vacation Pay 9.01 As required by Articles 5 and 6 of this Agreement, the Effective TimeEmployer shall contribute for welfare, Parent pension, apprenticeship and training, and vacation pay and deduct union working dues. If the Union decides to revise the above-mentioned benefits, contributions and Union deductions, then the Employer shall cause service performed deduct accordingly provided that the total remuneration package will remain the same. 9.02 Contributions and/or deductions shall be remitted by current employees the Employer by the 15th day of the month following the month in which the hours and/or piece work have been earned together with the supporting information entered on a reporting form as designated by the trustees and at no time shall the contributions and/or deductions be paid directly to the employee. 9.03 In the event that the Employer fails to remit contributions by the 15th day of the month due, the trustees may charge interest at a rate of 3% per month from the due date of any delinquent contributions 15 days in arrears provided the Employer has received (5) days prior written notice to correct such a delinquency. 9.04 With reasonable cause, the trustees may request the Employer to submit to them within a stipulated period a certified audited statement of contributions to these funds for a period not to exceed the Company and its Subsidiaries (and period from the effective date of this Agreement until the date the audit takes place. Such statements shall reply to the questions submitted to the Employer by the trustees. This procedure does not prejudice any predecessor entities) action currently being taken by boards of trustees. 9.05 If the Employer does not submit the certified audited statement as per 9.04, the trustees may appoint an independent chartered accountant to enter upon the Employer’s premises where the payroll records are kept during regular business hours, to perform an audit of the Employer’s records, only with respect to the Employer’s contributions to the required employee’s benefit plans or funds. 9.06 Where the trustees appoint an auditor, the cost of the audit shall be borne by the appropriate funds or plans, but the cost of the audit shall be borne by the Employer if the Employer is found to be taken into account for purposes in deliberate violation of eligibility and vesting the Collective Agreement. In addition, the trustees may assess a penalty not to exceed $25,000.00, if the audit discloses any 9.07 In the event such audit reveals that the Employer has failed to remit contributions in accordance with the provision of the Agreement, the Employer shall, within five (but not for purposes 5) days of pension benefit accrual)receipt of written notice from the trustees, and for purposes remit all outstanding contributions plus any penalties along with complete supporting contributions report forms as required by the fund or plan. 9.08 Notice of determining severance (delinquency shall be given by the trustees to the extent applicable), vacation and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries in which employees of the Company participate to the extent such service was credited by the Company and its Subsidiaries under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit plan of Parent or any of its Subsidiaries. Company employees who, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policyparties affected. When employees of an Employer fails to remit delinquent contributions in accordance with 9.03 the Company become eligible to participate in a medical, dental or health plan of Parent, to affected party shall immediately institute proceedings against the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan prior to the Effective Timedelinquent Employer.

Benefit Plans. Following Mergeparty shall take such action as may be necessary so that on and after the Effective TimeTime and for one (1) year thereafter, Parent shall cause service performed by current officers and employees for the Company of American and its Subsidiaries (other than Tower Employees) shall be provided employee benefits, plans and any predecessor entitiesprograms (excluding equity incentive arrangements) which are no less favorable in the aggregate than those generally available to those employee benefit plans and programs in effect for such officers and employees immediately prior to the Effective Time; it being understood that Mergeparty shall determine the types and levels of specific benefits to be so provided. For purposes of eligibility to participate and vesting in all benefits provided to directors, officers and employees of American and its Subsidiaries (other than Tower Employees), such directors, officers and employees of American and its Subsidiaries will be credited with their years of service with American and its Subsidiaries and prior employers to the extent service with American and its Subsidiaries and prior employers is taken into account for purposes of eligibility and vesting (but not for purposes of pension benefit accrual), and for purposes of determining severance (to the extent applicable), vacation and other paid time off entitlements (to the extent applicable), under the benefit applicable plans of Parent American and its Subsidiaries as in which employees effect as of the Company participate to the extent such service was credited by the Company and its Subsidiaries under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees continue to participate in date hereof. Upon termination of any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit health plan of Parent American or any of its Subsidiaries. Company , individuals who were directors, officers or employees who, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy American or a substantially identical sabbatical or leave of absence policy of Parent after its Subsidiaries at the Effective Time pursuant to the terms of such policy. When employees of the Company (other than Tower Employees) shall if employed by Mergeparty or its Subsidiaries become eligible to participate in a medical, dental such health plans as may be established or maintained by Mergeparty or its Subsidiaries to the extent that such individuals were eligible to participate in the applicable health plan of Parent, American or its Subsidiaries immediately prior to the extent permissible Effective Time. Amounts paid during the calendar year in which the Effective Time occurs, but before the Effective Time, by directors, officers and employees of American and its Subsidiaries (other than Tower Employees) under any health plans of American shall after the Effective Time be taken into account in applying deductible and out-of-pocket limits applicable under the applicable benefit plan, Parent health plans of Mergeparty or its Subsidiaries provided during such calendar year to the same extent as if such amounts had been paid under such health plans of Mergeparty or its Subsidiaries and Mergeparty shall cause each to be waived under its health plans any pre-existing conditions as of the date of termination of the American health plan and eligibility to participate in such health plan to (i) waive any preexisting condition limitations to the extent such conditions were covered would be waived under the applicable medical, health or dental plans of American and its Subsidiaries as in effect on the Company and (ii) waive date hereof. Nothing in this Agreement shall be construed as granting to any waiting period limitation employee of American or evidence its Subsidiaries any rights of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan prior to the Effective Timecontinuing employment.

Benefit Plans. Following (a) For one year following the Effective Time, Parent either (i) shall maintain or cause service performed by current employees the Surviving Corporation to maintain the Company Benefit Plans (other than plans providing for the issuance of Company and its Subsidiaries Common Stock or based on the value of Company Common Stock) at the benefit levels in effect on the date of this Agreement or (and any predecessor entitiesii) shall provide or cause the Surviving Corporation to provide benefits (other than benefits under plans providing for the issuance of Company Capital Stock or based on the value of Company Capital Stock) to be taken into account for purposes of eligibility and vesting (but not for purposes of pension benefit accrual), and for purposes of determining severance (to the extent applicable), vacation and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries in which employees of the Company participate and the Company Subsidiaries that, taken as a whole, are not materially less favorable in the aggregate to such employees than those provided to such employees as of the extent date of this Agreement. Nothing herein shall be construed to prohibit Parent or the Surviving Corporation from amending or terminating such Company Benefit Plans in accordance with their terms and with applicable Law, so long as Parent is in compliance with the other terms of this Section 6.05(a). (b) The service was credited by of each employee of the Company and its the Company Subsidiaries under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees continue prior to participate in any Employee Plan or International Plan following the Effective Time until such practicable date shall be treated as they commence participation in an applicable service with Parent or any of its subsidiaries for purposes of each employee benefit plan of Parent or any of its Subsidiaries. Company employees who, as of subsidiaries in which such employee is eligible to participate after the Effective Time, are including for purposes of eligibility, vesting, benefit levels and accruals (but not for purposes of benefit accrual under any defined benefit pension plans); provided, however, that such service shall not be recognized to the extent that such recognition would result in any duplication of benefits. (c) Parent shall waive, or cause to be waived, any pre-existing condition limitation under any welfare benefit plan maintained by Parent or any of its affiliates (other than the Company and Company Subsidiaries) in which employees of the Company and the Company Subsidiaries (and their eligible for sabbaticals under the Company’s paid sabbatical leave policy shall dependents) will be eligible to take paid sabbatical leaves of absence, to the extent earned as of participate from and after the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees of the Company become eligible to participate in a medical, dental or health plan of Parent, except to the extent permissible that such pre-existing condition limitation would have been applicable under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the comparable Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan Benefit Plan immediately prior to the Effective Time. Parent shall recognize, or cause to be recognized, the dollar amount of all expenses incurred by each employee of the Company and the Company Subsidiaries (and his or her eligible dependents) during the calendar year in which the Effective Time occurs for purposes of satisfying such year's deductible and co-payment limitations under the relevant welfare benefit plans in which they will be eligible to participate from and after the Effective Time. (d) The provisions of this Section 6.05 are not intended to confer upon any person other than the parties any rights or remedies.

Benefit Plans. Following Holdings agrees to permit or cause the Effective TimeCompanies and the Subsidiaries to take appropriate action to honor all Benefit Plans in accordance with their terms. Holdings agrees that, Parent shall cause service performed except as otherwise specifically provided, all Benefit Plans maintained by current employees the Companies and the Subsidiaries as of the date hereof, will continue at a level of benefits not less than the level currently provided under such Benefit Plans for the Company period following the Closing until and including November 30, 2005. If employees of the Companies and the Subsidiaries become participants in any welfare or pension plan or program maintained by Holdings or its Subsidiaries (and any predecessor entities) to be taken Affiliates, such plan or program shall take into account for purposes of eligibility and vesting (thereunder, but not for purposes of pension benefit accrualaccrual (other than for vacation accruals), the service of such employees with the Companies and the Subsidiaries as if such service were with Holdings, to the same extent that such service was credited under a comparable plan of the Companies and the Subsidiaries. If applicable, employees of the Companies and the Subsidiaries as of the Closing Date shall not be subject to any waiting periods or pre-existing condition limitations, and shall receive credit for all payments to satisfy deductibles, contributions, and co-payments under the medical, dental and health plans of Holdings or its Affiliates in which they may be eligible to participate. Employees of the Companies and the Subsidiaries will retain credit for unused sick leave and vacation pay which has been accrued as of the Closing Date and for purposes of determining severance (the entitlement of such employees to sick leave and vacation pay following the extent applicable)Closing Date, vacation the service of such employees with the Companies and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries in which employees of the Company participate to the extent shall be treated as if such service was credited by the Company and its Subsidiaries under similar benefit plans; provided, however, that Parent with Holdings or its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit plan of Parent or any of its Subsidiaries. Company employees who, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees of the Company become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan prior to the Effective TimeAffiliates.

Benefit Plans. Following (a) As soon as administratively practicable after the Effective Time, Parent shall cause service performed by current take all reasonable action so that employees for of the Company and its Subsidiaries shall be entitled to participate in each employee benefit plan, program or arrangement of Parent of general applicability (and any predecessor entitiesthe "Parent Benefits Plans") to be taken the same extent as similarly-situated employees of Parent and its Subsidiaries (it being understood that inclusion of the employees of the Company and its Subsidiaries in the Parent Benefits Plans may occur at different times with respect to different plans.) Parent shall cause each Parent Benefits Plan in which employees of the Company and its Subsidiaries are eligible to participate to take into account for purposes of eligibility and vesting (but not for purposes thereunder the service of pension benefit accrual), and for purposes of determining severance (to the extent applicable), vacation and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries in which such employees of the Company participate to the extent such service was credited by with the Company and its Subsidiaries under similar benefit plans; provided, however, that to the same extent as such service was credited for such purpose by the Company. Nothing herein shall limit the ability of Parent to amend or its Subsidiaries may provide that such employees continue to participate terminate any of the Company's Benefits Plans in accordance with their terms at any Employee Plan or International Plan time. (b) At and following the Effective Time until such practicable date Time, Parent shall honor, and the Surviving Corporation shall continue to be obligated to perform, in accordance with their terms, all benefit obligations to, and contractual rights of, current and former employees of the Company and its Subsidiaries existing as they commence participation in an applicable benefit plan of Parent the Effective Date, as well as all employment, severance or change-in-control agreements of the Company and its Subsidiaries which are Previously Disclosed to Parent. (c) If employees of the Company or any of its Subsidiaries. Company employees who, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees of the Company Subsidiaries become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of Parent, (ii) honor under such plans any deductible, co-payment and out-of-pocket expenses incurred by the Company employees and their beneficiaries during the portion of the calendar year prior to such participation and (iiiii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time in each case to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan Plan prior to the Effective Time. (d) For a period of six months following the Effective Time, Parent or Parent Bank, at their sole cost and expense, shall provide all employees of the Company and its Subsidiaries whose employment was terminated other than for cause, disability or retirement at or following the Effective Time, and who so desires, job counseling and outplacement assistance services in accordance with Parent's employment policies and practices, shall assist such employees in locating new employment and shall notify all such employees who want to be so notified of opportunities for positions with Parent or any of its Subsidiaries for which Parent reasonably believes such persons are qualified and shall consider any application for such positions submitted by such persons, provided, however, that any decision to offer employment to any such person shall be made in the sole discretion of Parent. (e) All employees of the Company or a Company Subsidiary as of the Effective Time shall become employees of a Parent Subsidiary as of the Effective Time, and Parent or a Parent Subsidiary will use its reasonable best efforts to give such persons (other than any such person who is party to an employment agreement or a severance agreement) at least four weeks prior written notice of any job elimination after the Effective Time for a period of 90 days following the Effective Time. Subject to such four-week notice requirement, Parent or a Parent Subsidiary shall have no obligation to continue the employment of any such person and nothing contained herein shall give any employee of the Company or a Company Subsidiary the right to continue employment with Parent or a Parent Subsidiary after the Effective Time. An employee of the Company or a Company Subsidiary (other than an employee who is party to an employment agreement or a severance agreement) whose employment is involuntarily terminated other than for cause following the Effective Time shall be entitled to receive severance payments in accordance with, and to the extent provided in, the Parent employee severance plan with respect to the Transactions, a copy of which the Company acknowledges has been provided to it by Parent.

Benefit Plans. Following (a) As soon as administratively practicable after the Effective Time, Parent FNB shall cause service performed by current take all reasonable action so that employees for the Company of CBI and its Subsidiaries shall be entitled to participate in each employee benefit plan, program or arrangement of FNB of general applicability with the exception of FNB’s defined benefit pension plan (and any predecessor entitiesthe “FNB Plans”) to the same extent as similarly-situated employees of FNB and its Subsidiaries, it being understood that inclusion of the employees of CBI and its Subsidiaries in the FNB Plans may occur at different times with respect to different plans, provided that coverage shall be taken into account for purposes continued under corresponding Benefit Plans of eligibility CBI and vesting (but not for purposes its Subsidiaries until such employees are permitted to participate in the FNB Plans and provided further, however, that nothing contained in this Agreement shall require FNB or any of pension benefit accrual)its Subsidiaries to make any grants to any former employee of CBI under any discretionary equity compensation plan of FNB. FNB shall cause each FNB Plans in which employees of CBI and its Subsidiaries are eligible to participate to recognize, and for purposes of determining severance (eligibility to participate in, the extent applicable), vacation and other paid time off entitlements (to the extent applicable), vesting of benefits under the benefit plans FNB Plans, the service of Parent such employees with CBI and its Subsidiaries in which employees of the Company participate to the same extent as such service was credited for such purpose by the Company and its Subsidiaries under similar benefit plans; CBI, provided, however, that Parent or such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Benefit Plans of CBI and its Subsidiaries may provide that correspond to FNB Plans until employees of CBI and its Subsidiaries are included in such employees continue FNB Plans, nothing in this Agreement shall limit the ability of FNB to participate amend or terminate any of CBI’s Benefit Plans in accordance with and to the extent permitted by their terms at any Employee Plan or International Plan time permitted by such terms. (b) At and following the Effective Time until such practicable date Time, and except as they commence participation otherwise provided in an applicable Section 6.6(d) FNB shall honor, and the Surviving Company shall continue to be obligated to perform, in accordance with their terms, all benefit plan obligations to, and contractual rights of, current and former employees of Parent or any CBI and its Subsidiaries and current and former directors of CBI and its Subsidiaries. Company employees who, Subsidiaries existing as of the Effective TimeDate, as well as all employment, executive severance or “change-in-control” or similar agreements, plans or policies of CBI that are eligible set forth on Schedule 6.6(b) of the CBI Disclosure Schedule, subject to the receipt of any necessary approval from any Governmental Entity. The severance or termination payments that are payable pursuant to such agreements, plans or policies of CBI are set forth on Schedule 6.6(b) of the CBI Disclosure Schedule. Following the consummation of the Merger and for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absenceone year thereafter, FNB shall, to the extent earned not duplicative of other severance benefits, pay employees of CBI or its Subsidiaries who are terminated for other than cause, severance as set forth on Schedule 6.6(b) of the Effective TimeFNB Disclosure Schedule. Following the expiration of the foregoing severance policy, any years of service recognized for purposes of this Section 6.6(b) will be taken into account under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of any applicable severance policy of FNB or its Subsidiaries. (c) At such policy. When time as employees of the Company CBI and its Subsidiaries become eligible to participate in a medical, dental or health plan of ParentFNB or its Subsidiaries, to the extent permissible under the applicable benefit plan, Parent FNB shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were are covered under the applicable medical, health or dental plans of the Company FNB and (ii) waive any waiting period limitation or evidence of insurability requirement which that would otherwise be applicable to such employee or dependent on or after the Effective Time to the extent such employee or dependent had satisfied any similar limitation or requirement under an analogous Company plan Benefit Plan prior to the Effective Time. (d) Immediately prior to the Effective Time, CBI shall, at the written request of FNB, freeze or terminate such of the CBI Benefit Plans as is requested by FNB. (e) By August 31, 2010, the five principal executive officers of CBI identified in Schedule 6.6(e) shall deliver to CBI and FNB a supplemental letter pursuant to which such officer agrees to continue in the employment of CBI for the respective period of time set forth in Schedule 6.6(e) and, were such officer to leave the employment of CBI prior to the expiration of such period, such officer shall not be entitled to receive any severance or change of control benefits under such agreement.

Benefit Plans. Following Mergeparty shall take such action as may be necessary so that on and after the Effective TimeTime and for one (1) year thereafter, Parent shall cause service performed by current officers and employees for the Company of American and its Subsidiaries (other than Tower Employees) shall be provided employee benefits, plans and any predecessor entitiesprograms (excluding equity incentive arrangements) which are no less favorable in the aggregate than those generally available pursuant to those employee benefit plans and programs in effect for such officers and employees immediately prior to the Effective Time; it being understood that Mergeparty shall determine the types and levels of specific benefits to be so provided. For purposes of eligibility to participate and vesting in all benefits provided to officers and employees of American and its Subsidiaries (other than Tower Employees), such officers and employees of American and its Subsidiaries will be credited with their years of service with American and its Subsidiaries and prior employers to the extent service with American and its Subsidiaries and prior employers is taken into account for purposes of eligibility and vesting (but not for purposes of pension benefit accrual), and for purposes of determining severance (to the extent applicable), vacation and other paid time off entitlements (to the extent applicable), under the benefit applicable plans of Parent American and its Subsidiaries as in which employees effect as of the Company participate to date of the extent such service was credited by the Company and its Subsidiaries under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees continue to participate in Original Merger Agreement. Upon termination of any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit health plan of Parent American or any of its Subsidiaries. Company , individuals who were officers or employees who, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy American or a substantially identical sabbatical or leave of absence policy of Parent after its Subsidiaries at the Effective Time pursuant to the terms of such policy. When employees of the Company (other than Tower Employees) shall if employed by Mergeparty or its Subsidiaries become eligible to participate in a medical, dental such health plans as may be established or maintained by Mergeparty or its Subsidiaries to the extent that such individuals were eligible to participate in the applicable health plan of Parent, American or its Subsidiaries immediately prior to the extent permissible Effective Time. Amounts paid during the calendar year in which the Effective Time occurs, but before the Effective Time, by officers and employees of American and its Subsidiaries (other than Tower Employees) under any health plans of American shall after the Effective Time be taken into account in applying deductible and out-of-pocket limits applicable under the applicable benefit plan, Parent health plans of Mergeparty or its Subsidiaries provided during such calendar year to the same extent as if such amounts had been paid under such health plans of Mergeparty or its Subsidiaries and Mergeparty shall cause each to be waived under its health plans any pre-existing conditions as of the date of termination of the American health plan and eligibility to participate in such health plan to (i) waive any preexisting condition limitations to the extent such conditions were covered would be waived under the applicable medical, health or dental plans of American and its Subsidiaries as in effect on the Company and (ii) waive date of the Original Merger Agreement. Nothing in this Agreement shall be construed as granting to any waiting period limitation employee of American or evidence its Subsidiaries any rights of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan prior to the Effective Timecontinuing employment.

Benefit Plans. Following (a) As of the Effective TimeDate but not thereafter, Parent Purchaser shall cause service performed by current the employees for of the Company and its Subsidiaries (and any predecessor entities) to be taken into account for purposes provided with employee benefit plans and arrangements that are substantially equivalent in the aggregate to those provided to such employees under the Benefit Plans immediately prior to the Effective Date; provided, however, that nothing contained herein shall require Purchaser or any of eligibility its Subsidiaries to either make any grants to any employee of the Company or its Subsidiaries under any discretionary equity compensation plan of Purchaser, or to establish any equity compensation plan; and vesting (but not for purposes of pension benefit accrual)provided further, however, that the Purchaser or the Surviving Corporation, as the case may be, shall be permitted to make commercially reasonable changes in insurance carriers, co-pays, deductibles, and for purposes participant and employer contribution levels while maintaining the availability of determining severance (employee benefits of the type provided to the extent applicable), vacation and other paid time off entitlements (employees immediately prior to the extent applicable), under Effective Date. Purchaser shall cause each new benefit plan (the benefit plans of Parent and its Subsidiaries “Purchaser Benefit Plans”) in which employees of the Company and its Subsidiaries are eligible to participate to recognize, for purposes of determining eligibility to participate in, the extent vesting of benefits and for all other purposes, but not for accrual of any benefits other than vacation benefits, under the Purchaser Benefit Plans, the service of such service was credited by employees with the Company and its Subsidiaries under similar benefit plans; to the same extent as such service was credited for such purpose by the Company, provided, however, that Parent or its Subsidiaries may provide such service shall not be recognized to the extent that such employees recognition would result in a duplication of benefits. Nothing herein shall limit the ability of Purchaser to amend or terminate any of the Benefit Plans in accordance with and to the extent permitted by their terms or reduce, terminate or not continue to participate in any Employee Plan or International Plan of the benefits under such Benefit Plans following the Effective Time until such practicable date as they commence participation Date. (b) At and following the Effective Time, Purchaser shall honor, and the Surviving Corporation shall continue to be obligated to perform, in an applicable accordance with their terms, all benefit plan obligations to, and contractual rights of, current and former employees of Parent or any the Company and its Subsidiaries and current and former directors of the Company and its Subsidiaries. Company employees who, Subsidiaries existing as of the Effective TimeDate, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absenceas well as all employment, to the extent earned as executive severance or “change-in-control” or similar agreements, plans or policies of the Effective Time, under such policy Company that are set forth on Section 6.9(b) of the Company Disclosure Schedule and which have been provided to Purchaser. The severance or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time termination payments that are payable pursuant to such agreements, plans or policies of the terms Company are set forth on Section 6.9(b) of the Company Disclosure Schedule. (c) At such policy. When time as employees of the Company and its Subsidiaries become eligible to participate in a medical, dental dental, or health plan of ParentPurchaser or its Subsidiaries, to the extent permissible under the applicable benefit plan, Parent Purchaser shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were are covered under the applicable medical, health health, or dental plans of Purchaser and to the Company extent permitted by Law, (ii) provide full credit under such plans for any deductibles, co-payment and out-of-pocket expenses incurred by the employees and their dependents during the portion of the calendar year prior to such participation and (iiiii) waive any waiting period limitation or evidence of insurability requirement which that would otherwise be applicable to such employee or dependent on or after the Effective Time to the extent such employee or dependent had satisfied any similar limitation or requirement under an analogous Company plan Benefit Plan prior to the Effective Time. (d) Immediately prior to the Effective Time, the Company shall, at the written request of Purchaser, terminate such of the Benefit Plans as is requested by Purchaser. (e) With respect to the PennEngineering Flexible Spending Plan, Purchaser shall either (i) cause the Company’s employees and their unreimbursed contributions credited under the PennEngineering Flexible Spending Plan to be transferred to an equivalent flexible spending plan of Purchaser or (2) continue to operate the PennEngineering Flexible Spending Plan through December 31, 2005.

Benefit Plans. Following (a) Acquirer shall, for two years after the Effective Time, Parent shall cause service performed by current provide former employees for the Company of Seller and its Subsidiaries who remain as employees of Acquirer or the Surviving Corporation ("Continuing Employee") with compensation and employee benefit plans no less favorable in the aggregate than those provided to similarly situated employees of Acquirer. From time to time after the Effective Time, Acquirer may, at its sole discretion, discontinue all or any predecessor entitiesCompensation and Benefit Plans maintained by Seller and its Subsidiaries for the benefit of employees of the Seller and its Subsidiaries so long as it replaces them with compensation and employee benefit plans of Acquirer as offered to similarly situated employees of Acquirer and its Subsidiaries. If any employee of Seller or its Subsidiaries becomes a participant in any employee benefit plan, practice or policy of Acquirer or the Surviving Corporation, such employee shall be given credit under such plan, practice or policy for all service with Seller or its Subsidiaries from the employee's most recent date of hire by Seller or its Subsidiaries (as provided by Seller to Acquirer prior to the Effective Date) and prior to be taken into account the Effective Time for purposes of eligibility and vesting (vesting, but not for purposes of pension benefit accrual), and for the purposes of determining severance (to benefit accruals or the extent applicable)rate of benefit accruals, vacation and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries in for which employees of the Company participate to the extent such service was credited by the Company and its Subsidiaries is taken into account or recognized, provided that there be no duplication of such benefits as are provided under similar any employee benefit plans; provided, howeverpractices, that Parent or its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit plan policies of Parent Seller or any of its Subsidiaries. Company employees who, as of Subsidiaries that continue in effect following the Effective Time. (b) Acquirer shall pay to Continuing Employees the amounts payable under Seller's incentive plans as Previously Disclosed for the year ended December 31, are eligible for sabbaticals under 1999 in accordance with the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, terms thereof ("1999 Bonus Amounts"). Prior to the extent earned as Effective Date, the Chief Executive Officer of Seller, after prior consultation with Acquirer, shall determine the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time 1999 Bonus Amounts payable pursuant to the terms of such policythe applicable incentive plans of Seller. When Acquirer shall also pay to employees of Seller and its Subsidiaries whose employment is terminated by Acquirer or its Subsidiaries (other than by reason of such employee's misconduct, nonperformance of duties or violations of other rules and policies of Acquirer or its Subsidiaries, including confidentiality obligations) after the Company become eligible to participate in a medical, dental or health plan of Parent, Effective Time and prior to the extent permissible date such 1999 Bonus Amounts have been paid an amount equal to the 1999 Bonus Amount to which they would otherwise have been entitled. Such 1999 Bonus Amounts shall be paid upon such termination. (c) Employees covered under Seller's Employee Severance Plan as of the Effective Date who are terminated by the Acquirer within 12 months after the Effective Time shall be eligible for severance, if any, under the terms of Seller's Employee Severance Plan except that the required release shall be in the form and manner required by the Acquirer. During such 12 month period, such employees shall be excluded from coverage from Acquirer's severance plans or programs but shall not be excluded from coverage under Acquirer's Change In Control Severance Pay Programs provided such employees meet the coverage requirements set forth in such Change In Control Severance Pay Programs. If a change in control of Acquirer occurs during such 12 month period said employees will cease to be eligible for severance under Seller's Employee Severance Plan if they are covered employees under Acquirer's Change In Control Severance Pay Programs. (d) Employees eligible for severance payments under Seller's Executive Severance Plan shall be excluded from coverage from Acquirer's severance plans or programs including Acquirer's Change In Control Severance Pay Plan or Programs so long as such employee is covered by Seller's Executive Severance Plan. Acquirer further agrees that the "target bonus" for purposes of the Executive Severance Plan shall mean the maximum target bonus payable under the applicable benefit planincentive plan in the event that the applicable "target bonus" is expressed as a range. Schedule 6.20(d) sets forth the employees currently covered by Seller's Executive Severance Plan. Seller shall provide Acquirer with an updated schedule of employees covered under Seller's Executive Severance Plan prior to the Effective Date. (e) This Section 6.20 is an agreement solely between Seller and Acquirer. Nothing in this Section 6.20, Parent whether express or implied, shall cause each be considered to be a contract between Seller or Acquirer or any other person or shall confer upon any employee of Seller or Acquirer or any other person, any rights or remedies that such plan person did not already have including, but not limited to (i) waive any preexisting condition limitations right to the extent such conditions were covered under the applicable medicalemployment or recall, health or dental plans of the Company and (ii) waive any waiting period limitation right to continued employment of any specified person or evidence (iii) any right to claim any particular compensation, benefit or aggregation of insurability requirement which would otherwise be applicable to such employee on benefits of any kind or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan prior to the Effective Timenature whatsoever.

Benefit Plans. Following (a) Prior to the Effective Time, Parent the Company and each Company Subsidiary as the sponsoring employer under those employee welfare benefit plans, employee pension benefit plans, fringe benefit arrangements and all other benefit programs (collectively, the "Company Plans") with respect to which the Company or any of its Subsidiaries is a sponsoring employer immediately prior to the Effective Time, shall adopt resolutions to cancel and terminate all Company Plans except those set forth on Schedule 4.18(a), effective as of the Effective Time so long as vested rights and benefits are not disturbed. Except as set forth on Schedule 4.18(a) or expressly contemplated by a separate agreement entered into by the Company and Mahaska on the date hereof, each Company Plan shall be cancelled and terminated by the Company or an applicable Company Subsidiary prior to the Effective Time without any liability or obligation of Mahaska or its subsidiaries hereafter. (b) At or as promptly as practicable after the Effective Time, Mahaska shall provide, or cause an appropriate Mahaska Subsidiary to provide, as eligible in accordance with such plans, to each employee of the Company, and its wholly-owned Subsidiaries as of the Effective Time ("Company Employees") the opportunity to participate in each employee benefit and welfare plan (including but not limited to employee welfare benefit plans, employee pension benefit plans and fringe benefit arrangements) maintained by Mahaska or an appropriate Mahaska Subsidiary, whichever is applicable, for similarly-situated employees provided that with respect to such plans maintained by Mahaska or a Mahaska Subsidiary, whichever is applicable, Company Employees shall be given full credit for their service performed by current employees for with the Company and its Subsidiaries (and any predecessor entities) to be taken into account in determining participation in, eligibility for purposes of eligibility and vesting (but not for purposes of pension benefit accrual)in benefits thereunder, and for purposes only with respect to severance and vacation plans, accrual of determining severance (benefits; provided further, that except as specifically set forth in Section 4.18(c) hereinbelow Company Employees may be subject to any waiting periods or preexisting condition exclusions under the group health plan of Mahaska or any applicable Mahaska Subsidiary to the extent applicable)that such periods are longer or restrictions impose a greater limitation than the periods or limitations imposed under the applicable group health plan of the Company or an applicable Company Subsidiary; and provided further, vacation and other paid time off entitlements (that to the extent that the initial period of coverage for Company Employees under any plan of Mahaska or a Mahaska Subsidiary, whichever is applicable), that is an employee welfare benefit plan is not a full 12-month period of coverage, Company Employees shall be given credit under the benefit plans of Parent applicable welfare plan for any deductibles and its Subsidiaries in which employees co-insurance payments made by such Company Employees under the corresponding welfare plan of the Company participate or an applicable Company Subsidiary during the balance of such 12-month period of coverage. Nothing in the preceding sentence shall obligate Mahaska or any Mahaska Subsidiary to the extent such service was credited provide or cause to be provided any duplicative or equivalent benefits as those provided under any Company Plan that is continued by Mahaska or a Mahaska Subsidiary. Moreover, this subsection 4.18(b) shall not constitute a contract of employment or create any rights of a Company Employee to be retained in employment at Mahaska or any Mahaska Subsidiary. (c) Any separate agreement entered into by the Company and its Subsidiaries under similar benefit plans; provided, however, that Parent Mahaska on the date hereof relating to employee or its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit plan of Parent or any of its Subsidiaries. Company employees who, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy director benefits is incorporated herein by reference and shall be eligible to take paid sabbatical leaves deemed a part of absence, to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees of the Company become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan prior to the Effective Timethis Agreement.

Benefit Plans. Following (i) Schedule 3.1(y)(i) of the Effective TimeAvion Disclosure Letter contains a true and complete list of all material Avion Benefit Plans. Complete copies of all material Avion Benefit Plans including, Parent shall cause service performed by current employees for the Company but not limited to, any material trust instruments, insurance contracts and all amendments thereto have been provided to Endeavour. (ii) Avion and its Subsidiaries (and any predecessor entities) have no material liability for life, health, medical or other welfare benefits to be taken into account for purposes of eligibility and vesting (but not for purposes of pension benefit accrual)former employees or beneficiaries or dependents thereof, and for purposes of determining severance (there has been no communication to the extent applicable), vacation and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries in which employees of the Company participate to the extent such service was credited by the Company and its Subsidiaries under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit plan of Parent Avion or any of its Subsidiaries. Company Subsidiaries which could reasonably be interpreted to promise or guarantee such employees whoretiree health or life insurance or other retiree death benefits on a permanent basis. (iii) No Avion Benefit Plan is a “registered pension plan” as such term is defined in the Tax Act. (iv) Each Avion Benefit Plan has been operated in accordance with its terms and any contributions required to be made under each Avion Benefit Plan, as of the Effective Timedate hereof, are eligible have been timely made and all obligations in respect of each Avion Benefit Plan have been properly accrued and reflected in the audited consolidated financial statements for sabbaticals under Avion as at and for the Companyfiscal year ended on December 31, 2011, including the notes thereto and the report by Avion’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absenceauditors thereon. (v) There has been no amendment to, to the extent earned as announcement by Avion or any of the Effective TimeAvion Material Subsidiaries relating to, under or change in employee participation or coverage under, any Avion Benefit Plan which would increase materially the expense of maintaining such policy or a substantially identical sabbatical or leave of absence policy of Parent after plan above the Effective Time pursuant to the terms of such policy. When employees level of the Company become eligible to participate in a medicalexpense incurred therefor for the most recent fiscal year. Neither the execution of this Agreement, dental or health plan nor the consummation of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to Arrangement will: (i) waive entitle any preexisting condition limitations employees of Avion or any of its Subsidiaries to severance pay or any increase in severance pay upon any termination of employment after the extent such conditions were covered under the applicable medical, health or dental plans of the Company and date hereof; (ii) waive accelerate the time of payment or vesting or result in any waiting period limitation payment or evidence funding (through a grantor trust or otherwise) of insurability requirement which would otherwise be applicable to such employee on compensation or benefits under, increase the amount payable or result in any other material obligation pursuant to, any of the Avion Benefit Plans; or (iii) limit or restrict the right of Avion or, after the Effective Time consummation of the Arrangement, Endeavour to merge, amend or terminate any of the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan prior to the Effective TimeAvion Benefit Plans.

Benefit Plans. (a) Effective as of the Closing Date, and in the discretion of Parent, each full-time Employee shall either continue under the Company Benefit Plans or become eligible for and entitled to participate in Parent’s or Parent Bank’s benefit plans on the same terms and subject to the same conditions as all other similarly-situated employees of Parent and its subsidiaries. To the extent Employees participate in any Parent or Parent Bank benefit plans, Parent shall make, or cause Parent Bank to make, commercially reasonable efforts to ensure that Employees shall be given credit for amounts paid under a corresponding Company Benefit Plan during the plan year in which the Closing occurs for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of such Parent benefit plan for the plan year in which the Closing occurs. Parent shall use, and cause Parent Bank to use, its commercially reasonable efforts to cause any pre-existing condition limitations (as administered in accordance with Applicable Law) under Parent’s and Parent Bank’s medical benefit plans to be waived to the extent such conditions have been waived under the Company’s health insurance plans. For purposes of determining eligibility to participate in and, where applicable, vesting under any of Parent’s or Parent Bank’s applicable benefit plans or policies, each Employee shall receive past service credit for his or her prior employment with the Company or Company Subsidiary as if such Employee had then been employed by Parent or Parent Bank. Parent and Parent Bank reserve the right to change or terminate their employee benefit plans at any time, provided that such changes or termination apply to all similarly situated employees of Parent and Parent Bank and do not target Employees. (b) Any Employee who has or is party to any employment agreement, severance agreement, change in control agreement, phantom stock agreement or any other agreement or arrangement that provides for any payment that may be triggered by the Merger or the Bank Merger (any such payment, a “Transaction Payment”) will receive the Transaction Payment from the Company to the extent it is required to be paid under such agreement, provided that, on or before the Closing, to the extent consistent with the terms of the agreement under which the Transaction Payment is provided, the Company will take all steps necessary to ensure that in the event that the amounts of the Transaction Payment, either individually or in conjunction with a payment or benefit under any other plan, agreement or arrangement that is aggregated for purposes of Code Section 280G (in the aggregate, “Total Payments”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Code that is subject to the Tax imposed by Section 4999 of such Code, then the amounts of the Transaction Payment shall be reduced such that the value of the Total Payments that each counterparty is entitled to receive shall be $1.00 less than the maximum amount which the counterparty may receive without becoming subject to the excise tax or resulting in a disallowance of a deduction of the payment of such amount under Section 280G of the Code. (c) If requested by Parent at least 10 days prior to the Closing Date, the Company shall take (or cause to be taken) all actions necessary or appropriate to terminate, effective as of the day immediately preceding the Closing Date (or such other date identified on Schedule 5.1(c)), and subject to delivery to Parent, at least five Business Days prior to the Closing Date, evidence that the Company Board has taken, or will take prior to the Closing Date, the necessary corporate action to terminate such Company Benefit Plans (the form and substance of which resolutions shall be subject to review and approval of Parent, which approval shall not be unreasonably withheld), effective no later than the date required by this Section 5.1(c), and where necessary such termination action shall provide for settlement and distribution of benefits in accordance with the provisions of Treasury regulation Section 1.409A-3(j)(4)(ix)(B). (d) Following the Effective Time, Parent or the applicable subsidiary of Parent shall cause the Employees to be covered by a severance plan, pursuant to which plan any Employees who incur a qualifying involuntary termination of employment within twelve months after the Closing Date will receive severance pay in accordance with the severance pay schedule set forth on Schedule 5.1(d). Notwithstanding the foregoing, no Employee eligible to receive severance benefits under an employment or other agreement shall be entitled to participate in the severance policy described in this Section 5.1(d). In connection with the foregoing, the Employees eligible to participate in the severance policy described in this Section 5.1(d) shall receive service performed by current employees credit for years of continuous service with the Company and its Subsidiaries (and or any predecessor entities) to be taken into account for purposes of eligibility and vesting (but not for purposes of pension benefit accrual), and Company Subsidiary for purposes of determining the amount of any severance (to the extent applicable), vacation and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries in which employees of the Company participate to the extent such service was credited by the Company and its Subsidiaries under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit plan of Parent or any of its Subsidiaries. Company employees who, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, pay under such policy policy. (e) No provision of this Agreement is intended to, or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees of the Company become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to does: (i) waive limit the ability of Company or Company Subsidiary to amend, modify, terminate, or adopt any preexisting condition limitations to the extent such conditions were covered under the applicable medicalbenefit or compensation plan, health program, policy, contract, agreement or dental plans of the Company and arrangement, (ii) waive confer on any waiting period limitation Person any right to employment or evidence service or continued employment or service or any term or condition of insurability requirement which would otherwise be applicable employment or service, or (iii) limit Company or Company Subsidiary right to such employee on terminate the employment or after the Effective Time to the extent such employee had satisfied service of any similar limitation Person, including any Employee, at any time and for any or requirement under an analogous Company plan prior to the Effective Timeno reason.

Benefit Plans. (a) Following the Effective TimeTime and until the first anniversary of the Closing Date, Parent shall provide, or shall cause service performed the Surviving Corporation to provide, the individuals who are employed by current employees for the Company or any of its Subsidiaries immediately before the Effective Time (the “Company Employees”) and who continue employment during such time period with, at the election of Parent (i) compensation and benefits that are comparable in the aggregate to those provided to such Company Employees immediately prior to the Closing or (ii) compensation and benefits that are comparable in the aggregate to those provided to similarly situated employees of Parent and its Subsidiaries Affiliates. (and b) No provision of this Agreement shall be construed (i) as a guarantee of continued employment of any predecessor entitiesCompany Employee, (ii) to be taken into account prohibit Parent or the Surviving Corporation from having the right to terminate the employment of any Company Employee, (iii) to prevent the amendment, modification or termination of any Company Benefit Plan after the Closing (in each case in accordance with the terms of the applicable Company Benefit Plan) or (iv) as an amendment or modification of the terms of any Company Benefit Plan. (c) With respect to all plans maintained by Parent, the Surviving Corporation or their respective Subsidiaries in which the Company Employees are eligible to participate after the Closing Date (including any vacation, paid time-off and severance plans, but excluding any plan frozen to new participants or any defined benefit pension plan or any plan providing for purposes of eligibility and vesting (but not for purposes of pension benefit accrualpost-retirement medical benefits), and for purposes of determining severance eligibility to participate, level of benefits, and vesting, each Company Employee’s service with the Company or any of its Subsidiaries (as well as service with any predecessor employer of the Company or any such Subsidiary, to the extent applicable), vacation and other paid time off entitlements (to service with the extent applicable), under the benefit plans of Parent and its Subsidiaries in which employees of predecessor employer is recognized by the Company participate or such Subsidiary) shall be treated as service with Parent, the Surviving Corporation or any of their respective Subsidiaries, in each case, to the extent such service was credited would have been recognized by the Company and or its Subsidiaries under similar benefit plansanalogous Company Benefit Plans prior to the Effective Time; provided, however, that Parent or its Subsidiaries may provide such service need not be recognized to the extent that such employees continue to participate recognition would result in any Employee Plan or International Plan following duplication of benefits for the Effective Time until such practicable date as they commence participation in an applicable same period of service. (d) Without limiting the generality of Section 5.04(a), Parent shall use reasonable best efforts to cause to be waived any pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods under any welfare benefit plan of Parent maintained by Parent, the Surviving Corporation or any of its Subsidiaries. their respective Subsidiaries in which Company employees who, as of Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, except to the extent earned as of the Effective Timethat such pre-existing condition limitations, under such policy exclusions, actively-at-work requirements and waiting periods would not have been satisfied or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees of the Company become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible waived under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the comparable Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan Benefit Plan immediately prior to the Effective Time. Parent shall recognize, or use reasonable best efforts to cause to be recognized, the dollar amount of all co-payments, deductibles and similar expenses incurred by each Company Employee (and his or her eligible dependents) during the calendar year in which the Effective Time occurs for purposes of satisfying such year’s deductible and co-payment limitations under the relevant welfare benefit plans in which they will be eligible to participate from and after the Effective Time. (e) If requested by Parent at least ten (10) Business Days prior to the Effective Time, the Company shall terminate any and all Company Benefit Plans intended to qualify under Section 401(k) of the Code, effective not later than the Business Day immediately preceding the Effective Time. In the event that Parent requests that such 401(k) plan(s) be terminated, the Company shall provide Parent with the evidence that such 401(k) plan(s) have been terminated pursuant to resolution of the Board of Directors of the Company (the form and substance of which shall be subject to review and approval by Parent) not later than two (2) Business Day(s) immediately preceding the Effective Time. (f) With respect to any Company Employee whose principal place of employment is outside of the United States, Parent’s obligations under this Section 5.04 shall be modified to the extent necessary to comply with applicable Law of the foreign countries and political subdivisions thereof in which such Company Employee primarily performs his or her duties. (g) Prior to the Closing, (i) the Company and its Subsidiaries shall comply with any Law or other legal requirement (whether statutory or pursuant to any written agreement with, or the constitution of, any works council or other employee body), to consult with any Company Employees, a relevant trade union, works council or any other employee representatives in connection with the Transactions and (ii) the Company and Parent shall use commercially reasonable efforts to provide any relevant, required information to, and undertake any required consultation with, representatives of Company Employees in a timely manner. (h) The provisions of this Section 5.04 are solely for the benefit of the parties to this Agreement, and no other person (including any Company Employee or any beneficiary or dependent thereof) shall be regarded for any purpose as a third-party beneficiary of this Agreement, and no provision of this Section 5.04 shall create such rights in any such persons.

Benefit Plans. Following (a) Seller has set forth in Section 3.13(a)(i) of the Effective TimeSeller Disclosure Schedule a complete and accurate list of all existing bonus, Parent shall cause service performed by incentive, deferred compensation, pension, retirement, profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, restricted stock, stock option, severance, welfare and fringe benefit plans, employment or severance agreements and all similar practices, policies and arrangements in which any current employees for or former employee (the Company and its Subsidiaries (and any predecessor entities) to be taken into account for purposes of eligibility and vesting (but not for purposes of pension benefit accrual“Seller Employees”), and for purposes current or former consultant (the “Seller Consultants”) or current or former director (the “Seller Directors”) of determining severance (to the extent applicable), vacation and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries in which employees of the Company participate to the extent such service was credited by the Company and its Subsidiaries under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit plan of Parent Seller or any of its SubsidiariesSubsidiaries participates or to which any such Seller Employees, Seller Consultants or Seller Directors are a party (the “Seller Compensation and Benefit Plans”). Company employees whoExcept ​ as required by the terms of this Agreement or as set forth in Section 3.13(a)(ii) of the Seller Disclosure Schedule, neither Seller nor any of its Subsidiaries has any commitment to create any additional Seller Compensation and Benefit Plan or to modify or change any existing Seller Compensation and Benefit Plan. (b) Each Seller Compensation and Benefit Plan has been operated and administered in all material respects in accordance with its terms and with applicable law, including, but not limited to, ERISA, the Code or any regulations or rules promulgated thereunder, and all filings, disclosures and notices required by ERISA, the Code and any other applicable law have been timely made. Each Seller Compensation and Benefit Plan which is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA (a “Seller Pension Plan”) and which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter (including a determination that the related trust under such Seller Compensation and Benefit Plan is exempt from tax under Section 501(a) of the Code) from the IRS or the Seller Compensation and Benefit Plan uses a prototype or volume submitter plan that is the subject of an IRS opinion or advisory letter, and ▇▇▇▇▇▇ is not aware of any circumstances which could adversely affect such qualification or which are likely to result in the revocation of any existing favorable determination letter or in not receiving a favorable determination letter. There is no pending or, to the knowledge of Seller, threatened legal action, suit or claim relating to the Seller Compensation and Benefit Plans other than routine claims for benefits. Neither Seller nor any of its Subsidiaries has engaged in a transaction, or omitted to take any action, with respect to any Seller Compensation and Benefit Plan that would reasonably be expected to subject Seller or any of its Subsidiaries to a material tax or penalty imposed by either Section 4975 of the Code or Section 502 of ERISA, assuming for purposes of Section 4975 of the Code that the taxable period of any such transaction expired as of the date hereof. (c) No liability (other than for payment of premiums to the PBGC which have been made or will be made on a timely basis) under Title IV of ERISA has been or is expected to be incurred by Seller or any of its Subsidiaries with respect to any ongoing, frozen or terminated “single-employer plan” within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by any of them, or any single-employer plan of any entity (a “Seller ERISA Affiliate”) which is considered one employer with Seller under Section 4001(a)(14) of ERISA or Section 414(b) or (c) of the Code (a “Seller ERISA Affiliate Plan”). None of Seller, any of its Subsidiaries or any Seller ERISA Affiliate has contributed, or has been obligated to contribute, to (i) a multiemployer plan under Subtitle E of Title IV of ERISA at any time since December 31, 2016, or (ii) except as set forth in Section 3.13(c)(ii) of the Seller Disclosure Schedule, a multiple employer plan covered by Section 413(c) of the Code at any time since December 31, 2016. If the Seller or any of its Subsidiaries or any Seller ERISA Affiliate has participated in a multiple employer plan at any time since December 31, 2016, such plan and each participating employer in such plan has complied with all requirements of the Code and ERISA applicable to such plan and each participating employer in such plan at all times since December 31, 2016, and the Seller and its Subsidiaries may withdraw from such plan without incurring any liability associated with such withdrawal. No notice of a “reportable event,” within the meaning of Section 4043 of ERISA for which the 30-day reporting requirement has not been waived, has been required to be filed for any Seller Compensation and Benefit Plan or by any Seller ERISA Affiliate Plan within the 12-month period ending on the date hereof, and no such notice will be required to be filed as a result of the transactions contemplated by this Agreement. The PBGC has not instituted proceedings to terminate any Seller Pension Plan or Seller ERISA Affiliate Plan and, to Seller’s knowledge, no condition exists that presents a material risk that such proceedings will be instituted. To the knowledge of Seller, there is no pending investigation or enforcement action by the PBGC, the DOL or the IRS or any other governmental agency with respect to any Seller Compensation and Benefit Plan. Under each Seller Pension Plan and Seller ERISA Affiliate Plan, as of the date of the most recent actuarial valuation performed prior to the date of this Agreement, the actuarially determined present value of all “benefit liabilities,” within the meaning of Section 4001(a)(16) of ERISA (as determined on the basis of the actuarial assumptions contained in such actuarial valuation of such Seller Pension Plan or Seller ERISA Affiliate Plan), did not exceed the then current value of the assets of such Seller Pension Plan or Seller ERISA ​ Affiliate Plan and since such date there has been neither an adverse change in the financial condition of such Seller Pension Plan or Seller ERISA Affiliate Plan nor any amendment or other change to such Seller Pension Plan or Seller ERISA Affiliate Plan that would increase the amount of benefits thereunder which reasonably could be expected to change such result. (d) All contributions required to be made under the terms of any Seller Compensation and Benefit Plan or Seller ERISA Affiliate Plan or any employee benefit arrangements under any collective bargaining agreement to which Seller or any of its Subsidiaries is a party have been timely made or have been reflected on Seller’s Financial Statements. Neither any Seller Pension Plan nor any Seller ERISA Affiliate Plan has an “accumulated funding deficiency” (whether or not waived) within the meaning of Section 412 of the Code or Section 302 of ERISA and all required payments to the PBGC with respect to each Seller Pension Plan or Seller ERISA Affiliate Plan have been made on or before their due dates. None of Seller, any of its Subsidiaries or any Seller ERISA Affiliate (x) has provided, or would reasonably be expected to be required to provide, security to any Seller Pension Plan or to any Seller ERISA Affiliate Plan pursuant to Section 401(a)(29) of the Code, and (y) has taken any action, or omitted to take any action, that has resulted, or would reasonably be expected to result, in the imposition of a lien under Section 412(n) of the Code or pursuant to ERISA. (e) Neither Seller nor any of its Subsidiaries has any obligations to provide retiree health and life insurance or other retiree death benefits under any Seller Compensation and Benefit Plan, other than benefits mandated by Section 4980B of the Code, and each such Seller Compensation and Benefit Plan may be amended or terminated without incurring liability thereunder, and there has been no communication to Seller Employees by Seller or any of its Subsidiaries that would reasonably be expected to promise or guarantee such Seller Employees retiree health or life insurance or other retiree death benefits on a permanent basis. (f) Seller and its Subsidiaries do not maintain any Seller Compensation and Benefit Plans covering foreign Seller Employees. (g) With respect to each Seller Compensation and Benefit Plan, if applicable, Seller has provided or made available to Buyer, true and complete copies of: (i) existing Seller Compensation and Benefit Plan documents and amendments thereto; (ii) all trust instruments and insurance contracts; (iii) the two most recent Forms 5500 filed with the IRS; (iv) the most recent actuarial report and financial statement; (v) the most recent summary plan description; (vi) the most recent determination or opinion letter issued by the IRS; (vii) any Form 5310 or Form 5330 filed with the IRS; and (viii) the most recent nondiscrimination tests performed under ERISA and the Code (including 401(k) and 401(m) tests). (h) Except as set forth in Section 3.13(h) of the Seller Disclosure Schedule, the consummation of the transactions contemplated by this Agreement would not, directly or indirectly (including, without limitation, as a result of any termination of employment prior to or following the Effective Time) (i) entitle any Seller Employee, Seller Consultant or Seller Director to any payment (including severance pay or similar compensation) or any increase in compensation, (ii) result in the vesting or acceleration of any benefits under any Seller Compensation and Benefit Plan or (iii) result in any material increase in benefits payable under any Seller Compensation and Benefit Plan. (i) Neither Seller nor any of its Subsidiaries maintains any compensation plans, programs or arrangements the payments under which would not reasonably be expected to be deductible as a result of the limitations under Section 162(m) of the Code and the regulations issued thereunder. (j) As a result, directly or indirectly, of the transactions contemplated by this Agreement (including, without limitation, as a result of any termination of employment prior to or following ​ the Effective Time), neither Buyer nor Seller, nor any of their respective Subsidiaries will be obligated to make a payment to any Seller Employee that would be characterized as an “excess parachute payment” to an individual who is a “disqualified individual” (as such terms are defined in Section 280G of the Code), without regard to whether such payment is reasonable compensation for personal services performed or to be performed in the future. (k) As of the Effective Time, except as Previously Disclosed, there are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible no supplemental employment retirement plans (SERPs) between Seller, any of its Subsidiaries and any of their employees. (l) Neither Seller nor any of its Subsidiaries has made any agreement, taken any action, or omitted to take paid sabbatical leaves any action, with respect to or as part of absenceany Seller Compensation and Benefit Plan that is an operational failure under Section 409A of the Code or that would reasonably be expected to subject Seller or any of its Subsidiaries to any obligation to report any amount or withhold any amount as includable in income and subject to tax, interest or any penalty by any service provider to Seller or any of its Subsidiaries under Section 409A of the extent earned Code or to pay any reimbursement or other payment to any service provider, as defined under Section 409A of the Code, respecting any such tax, interest or penalty under Section 409A of the Code. As a result, directly or indirectly, of the transactions contemplated by this Agreement (including, without limitation, as a result of any termination of employment prior to or following the Effective Time), neither Seller nor any of its Subsidiaries will be obligated to report any amount or withhold any amount as includable in income and subject to tax, interest or any penalty by any service provider (as defined under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees Section 409A of the Company become eligible Code) to participate in a medical, dental Seller or health plan any of Parent, to the extent permissible its Subsidiaries under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans Section 409A of the Company Code or to pay any reimbursement or other payment to any service provider (as defined under Section 409A of the Code) respecting any such Tax, interest or penalty under Section 409A of the Code and (ii) waive no provision of any waiting period limitation of the Seller Compensation and Benefit Plans, or evidence any actions taken or omitted thereunder, violate Section 409A of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan prior to the Effective TimeCode.

Benefit Plans. Following (a) The following provisions shall be applicable in the event BVCC consummates the sale of the stock of BVAC at approximately the same time as the consummation of the Merger. (i) As soon as administratively practicable after the Effective Time, Parent GLB shall cause service performed by current take all reasonable action so that employees for the Company of BVCC and its Subsidiaries as well as the former employees of the GLB Group who have continued employment with the Surviving Corporation shall be entitled to participate in each employee benefit plan, program or arrangement of GLB of general applicability (and any predecessor entitiesthe "GLB Benefit Plans") to the same extent as similarly-situated employees of GLB and its Subsidiaries, it being understood that inclusion of the employees of BVCC and its Subsidiaries in the GLB Benefit Plans may occur at different times with respect to different plans, provided that coverage shall be taken into account for purposes continued under corresponding Benefit Plans of eligibility BVCC and vesting (but not for purposes its Subsidiaries until such employees are permitted to participate in the GLB Benefit Plans and provided further, however, that nothing contained herein shall require GLB or any of pension benefit accrual)its Subsidiaries to make any grants to any former employee of BVCC under any discretionary equity compensation plan of GLB. GLB shall cause each GLB Benefit Plan in which employees of BVCC and its Subsidiaries are eligible to participate to recognize, and for purposes of determining severance (eligibility to participate in, the extent applicable)vesting of benefits and for all other purposes, vacation and other paid time off entitlements (to the extent applicable)but not for accrual of pension benefits, under the benefit plans GLB Benefit Plans, the service of Parent such employees with BVCC and its Subsidiaries in which employees of the Company participate to the same extent as such service was credited for such purpose by the Company and its Subsidiaries under similar benefit plans; BVCC, provided, however, that Parent or such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Benefit Plans of BVCC and its Subsidiaries may provide that correspond to GLB Benefit Plans until employees of BVCC and its Subsidiaries are included in such employees continue GLB Benefit Plans, nothing herein shall limit the ability of GLB to participate amend or terminate any of BVCC's Benefit Plans in accordance with and to the extent permitted by their terms at any Employee Plan or International Plan time permitted by such terms. (ii) At and following the Effective Time until such practicable date Time, except as they commence participation otherwise provided to the contrary herein, the Surviving Corporation shall honor and continue to be obligated to perform, in an applicable accordance with their terms, all benefit plan obligations to, and contractual rights of, current and former employees of Parent or any BVCC and its Subsidiaries and current and former directors of BVCC and its Subsidiaries. Company employees who, Subsidiaries existing as of the Effective TimeDate, as well as all employment, executive severance or "change-in-control" or similar agreements, plans or policies of BVCC that are eligible set forth on Schedule 6.11(a)(ii) of the BVCC Disclosure Schedule. The severance or termination payments that are payable pursuant to such agreements, plans or policies of BVCC are set forth on Schedule 6.11(a)(ii) of the BVCC Disclosure Schedule. Following the consummation of the Merger and for sabbaticals under one year thereafter, the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absenceSurviving Corporation shall, to the extent earned not duplicative of other severance benefits, pay employees of BVCC or its Subsidiaries who are terminated for other than cause, severance as set forth on Schedule 6.11(a)(ii) of the Effective TimeGLB Disclosure Schedule. Following the expiration of the foregoing severance policy, any years of service recognized for purposes of this Section 6.11(a)(ii) will be taken into account under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees any applicable severance policy of the Company become eligible to participate in a medical, dental GLB or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to its Subsidiaries. (iiii) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan Immediately prior to the Effective Time, BVCC shall, at the written request of GLB, freeze or terminate such of the BVCC Benefit Plans as is requested by GLB. (b) In the event the sale of BVAC is not consummated at approximately the same time as the consummation of the Merger, unless otherwise mutually agreed by BVCC and GLB, the GLB Benefit Plans shall remain in effect for the employees of GLB and its Subsidiaries and the BVCC Benefit Plans shall remain in effect for the employees of BVCC and its Subsidiaries.

Benefit Plans. Following (a) From the Effective TimeTime through December 31, 2011 (the “Continuation Period”), Parent shall provide, or shall cause service performed by current employees for the Company Acquired Corporation (or in the case of a transfer of all or substantially all the assets and business of the Acquired Corporation, its Subsidiaries (successors and any predecessor entitiesassigns) to be taken into account for purposes of eligibility and vesting (but not for purposes of pension benefit accrual)provide, and for purposes of determining severance (to the extent applicable), vacation and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries in which employees of the Company participate to the extent such service was credited each individual who is employed by the Company and its Subsidiaries under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit plan of Parent or any of its Subsidiaries. Company employees who, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after Subsidiaries immediately before the Effective Time pursuant to the terms of such policy. When employees of the and who is not covered by any Company become eligible to participate in Labor Agreement (each, a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to “Company Employee”) with (i) waive any preexisting condition limitations to base compensation that is no less favorable than the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable base compensation provided to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan Employee immediately prior to the Effective Time, (ii) bonus or incentive opportunities that are no less favorable in the aggregate than the bonus or incentive opportunities (including the corresponding grant date fair value in respect of any annual equity-based compensation award in 2010) provided to such Company Employee immediately prior to the Effective Time and (iii) employee benefits that are substantially comparable in the aggregate to those provided to such Company Employee immediately prior to the Effective Time. Following the Continuation Period, the Company Employees shall be entitled to participate in the plans of Parent, the Acquired Corporation or their respective affiliates (the “Acquired Corporation Plans”) to the same extent as other similarly situated employees of Parent, the Acquired Corporation and their respective affiliates. In addition, and without limiting the generality of the foregoing, each Company Employee and Union Employee shall be immediately eligible to participate, without any waiting time, in any and all Acquired Corporation Plans to the extent coverage under any such plan replaces coverage under a comparable benefit plan in which such Company Employee or Union Employee participates immediately prior to the Effective Time. Notwithstanding anything herein to the contrary, nothing herein shall prevent Parent or the Acquired Corporation from amending or terminating any specific plan, program, policy, practice or arrangement, or interfere with the Acquired Corporation’s obligation to make such changes as are necessary to comply with applicable Law, or preclude the Acquired Corporation from terminating the employment of any Company Employee for any reason. The terms and conditions of employment for any employee who is covered by a Company Labor Agreement (a “Union Employee”) shall be governed by the applicable Company Labor Agreement and applicable Law.

Benefit Plans. Following (a) As soon as administratively practicable after the Effective Time, Parent TriCo shall cause service performed by current take all reasonable action so that employees for of FNBB and its Subsidiaries shall be entitled to participate in each TriCo Benefit Plan of general applicability to the Company same extent as similarly-situated employees of TriCo and its Subsidiaries (it being understood that inclusion of the employees of FNBB and its Subsidiaries in the TriCo Benefit Plans may occur at different times with respect to different plans), provided that coverage shall be continued under the corresponding Benefit Plans of FNBB and its Subsidiaries until such employees are permitted to participate in the TriCo Benefit Plans and provided further, however, that nothing contained herein shall require TriCo or any predecessor entities) of its Subsidiaries to be taken into account make any grants to any former employee of FNBB and its Subsidiaries under any discretionary equity compensation plan of TriCo. TriCo shall cause each TriCo Benefit Plan in which employees of FNBB and its Subsidiaries are eligible to participate to recognize, for purposes of determining eligibility to participate in, the vesting of benefits and vesting for all other purposes (but not for purposes accrual of pension benefit accrual)benefits, and for purposes of determining severance (to the extent if applicable), vacation and other paid time off entitlements (to the extent applicable), ) under the benefit plans TriCo Benefit Plans, the service of Parent such employees with FNBB and its Subsidiaries in which employees of the Company participate to the same extent as such service was credited for such purpose by the Company FNBB and its Subsidiaries under similar benefit plans; Subsidiaries, provided, however, that Parent or its Subsidiaries may provide such service shall not be recognized to the extent that such employees continue recognition would result in a duplication of benefits or to the extent not otherwise permissible under the terms of a TriCo Benefit Plan, provide further, that an employee’s eligibility to participate will be governed by the eligibility criteria of the particular TriCo Benefit Plan. Nothing herein shall limit the ability of TriCo to amend or terminate any of the TriCo Benefit Plans or the FNBB Benefit Plans in accordance with their terms at any Employee Plan or International Plan time. (b) At and following the Effective Time until such practicable date as they commence participation Time, TriCo shall honor, and the Surviving Corporation shall continue to be obligated to perform, in an applicable accordance with their terms, all benefit plan obligations to, and contractual rights of, current and former employees of Parent or any FNBB and its Subsidiaries and current and former directors of FNBB and its Subsidiaries. Company employees who, Subsidiaries existing as of the Effective TimeDate, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves as well as all bonus, deferred compensation, supplemental retirement plan, salary continuation, severance, termination, change in control and other existing plans and policies of absence, FNBB and its Subsidiaries to the extent earned as that each of the Effective Time, under foregoing are Previously Disclosed. (c) At such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When time as employees of the Company FNBB and its Subsidiaries become eligible to participate in a medical, dental dental, health, life or health disability plan of ParentTriCo or its Subsidiaries, to the extent permissible under the applicable benefit plan, Parent TriCo shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were are covered under the applicable medical, health or dental plans of TriCo, (ii) provide full credit under medical, health and dental plans for any deductibles, co-payment and out-of-pocket expenses incurred by the Company employees and their beneficiaries during the portion of the calendar year prior to such participation and (iiiii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan a corresponding FNBB Benefit Plan prior to the Effective Time, provided, however, that such waiver shall not be required to the extent that such waiver would result in a duplication of benefits or to the extent not otherwise permissible under the terms of a contract insuring benefits under the TriCo Benefit Plans. (d) Those employees of FNBB and its Subsidiaries (i) who are not offered employment by TriCo or its Subsidiaries following the Effective Time, who are not a party to an employment agreement or otherwise entitled to an existing severance package, change in control benefit or payments under any salary continuation plan, and who sign and deliver (and do not revoke) a termination and release agreement in a form acceptable to TriCo within forty-five (45) days of the Effective Time or (ii) who are terminated by TriCo without cause prior to the first anniversary of the Effective Time and deliver (and do not revoke) a termination and release agreement in a form acceptable to TriCo within forty-five (45) days of termination, shall be entitled to receive a single lump sum payment of severance in an amount and in accordance with

Benefit Plans. Following (a) From and after the Effective Time, Parent shall cause service performed by current agrees that any former employees for of the Company and or any of its Subsidiaries who continue employment with Parent or its Subsidiaries (such employees “Continuing Employees”) will be eligible to participate in the employee benefit plans of Parent (including any severance plan maintained by Parent) on substantially the same terms and any predecessor entities) conditions of similarly situated employees of Parent. Parent will cause such employee benefit plans to be taken take into account for purposes of eligibility and vesting (but not for purposes of pension benefit accrual)thereunder service by such Continuing Employees as if such service were with Parent, and for purposes of determining severance (to the same extent applicable), vacation and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries in which employees of the Company participate to the extent that such service was credited by under a comparable plan of the Company and its Subsidiaries under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit plan of Parent or any of its Subsidiaries. Company employees who, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, Subsidiaries (except to the extent earned as it would result in a duplication of benefits). Nothing herein shall limit the ability of Parent to (i) amend or terminate any of the Effective Time, under such policy Benefit Plans in accordance with their terms at any time or a substantially identical sabbatical (ii) to retain or leave terminate the employment of absence policy any particular Employee. (b) If any of Parent after the Effective Time pursuant to the terms of such policy. When employees Continuing Employees of the Company or any of its Subsidiaries become eligible to participate in a medical, dental or health plan of Parent, Parent shall use commercially reasonable efforts to cause, to the extent permissible under the applicable benefit planpracticable, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, dental or health or dental plans of the Company or any of its Subsidiaries, (ii) honor -52- under such plans any deductible, co-payment and out-of-pocket expenses incurred by such Continuing Employees and their beneficiaries during the portion of the calendar year prior to such participation and (iiiii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan prior to the Effective Time. (c) Effective as of no later than the day immediately preceding the Effective Time, the Company shall provide Parent with evidence that the Bank of Alameda 401(k) Profit Sharing Plan is in the process of being terminated pursuant to resolutions of the Company Board that are effective as of no later than the day immediately preceding the Effective Time, provided, however, that the effectiveness of such termination may be conditioned on the consummation of the Merger. The form and substance of such resolutions shall be subject to the review and reasonable and timely approval of Parent. The Company also shall take such other actions in furtherance of terminating the Bank of Alameda 401(k) Profit Sharing Plan as Parent may reasonably require, provided, however, that the effectiveness of any such actions may be conditioned on the consummation of the Merger. Parent shall, and shall cause its Affiliates to, designate a tax-qualified defined contribution plan of Parent or one of its Affiliates (such plan(s), the “Parent 401(k) Savings Plan”) that either (i) currently provides for the receipt from Continuing Employees of “eligible rollover distributions” (as such term is defined under Section 402 of the Code) or (ii) shall be amended as soon as practicable following the Effective Date to provide for the receipt from the Continuing Employees of eligible rollover distributions. Each Eligible Employee who is a participant in the Parent 401(k) Savings Plan shall be given the opportunity to receive a distribution of his or her account balance and shall be given the opportunity to elect to “roll over” such account balance to the Parent 401(k) Savings Plan, subject to and in accordance with the provisions of such plan(s) and applicable law. The Company shall cooperate with Parent to terminate on terms mutually agreeable to the parties hereto and, if consent of participants is required by the applicable agreement or plan document or, in the reasonable judgment of the administrator of such Company program, by applicable Law, the participants in any salary continuation agreements, supplemental executive retirement plans, executive bonus agreements and any other non-qualified deferred compensation plan (collectively “Deferred Compensation Programs”), all Deferred Compensation Programs, whether or not subject to Section 409A of the Code, subject to the prior satisfaction or waiver of all the Company’s conditions set forth in Article VII of this Agreement, on or prior to the Effective Time, including the termination or transfer of any insurance policy obtained in connection therewith and shall, at the request of the Parent, cooperate with Parent in seeking from such participants their approval of amendments to any such Deferred Compensation Program to allow for lump sum payments, in lieu of any continued payments that may be required thereunder, on terms agreed upon by the parties and such participants. (d) Immediately prior to the Effective Time, Company shall make or caused to be made a severance payment to each Employee who is identified by Parent as not being a Continuing Employee. The amount of the severance payment to a non-continuing Employee shall be equal to two weeks of his or her current salary for each full year of service worked by such Employee for Company or Company Bank with a minimum of four weeks of salary. No Employee receiving any payments under a Change in Control Agreement shall be entitled to any payment under this Section 6.10(d).

Benefit Plans. Following (a) From and after the Effective Time, Parent Cephalon shall, and shall cause service performed by current employees for the Company and its Subsidiaries (including Surviving Corporation), to cause the Benefit Arrangements maintained by any one of them after the Effective Time to recognize, at the least, each Continued Employee's years of service and employment and level of seniority with any predecessor entities) one of them prior to be taken into account the Effective Time for purposes of eligibility eligibility, vesting, benefit accrual and vesting benefit determination under such Benefit Arrangements (but not for purposes other than benefit accruals under any defined benefit pension plan) maintained by any one of pension benefit accrual), and for purposes of determining severance (to the extent applicable), vacation and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries in which employees of the Company participate to the extent such service was credited by the Company and its Subsidiaries under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following them after the Effective Time until to the same extent that such practicable date as they commence participation in an applicable benefit plan years of Parent or any service and employment and level of its Subsidiariesseniority were recognized by the Continued Employee's employer's substantially similar Benefit Arrangement immediately prior to the Effective Time. Company employees whoMoreover, as of from and after the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy Cephalon shall, and shall be eligible to take paid sabbatical leaves cause its Subsidiaries (including Surviving Corporation) to, cause each Benefit Plan maintained by any one of absence, to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent them after the Effective Time pursuant to the terms of such policy. When employees of the Company become that a Continued Employee may be eligible to participate in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to waive any preexisting condition exclusion with respect to participation and coverage requirements applicable to Continued Employees to the extent that such employee had satisfied exclusion did not apply to the Continued Employee prior to the Effective Time under any similar limitation Benefit Plan in which the Continued Employee participated immediately prior to the Effective Time. If after the Effective Time, Cephalon or requirement any of its Subsidiaries (including Surviving Corporation) provides coverage under an analogous Company a group health plan for Continued Employees (including their eligible dependents) that is different from the group health plan in which the Continued Employees participated immediately prior to the Effective Time, then Cephalon shall cause, or shall cause the plan sponsor to cause, such group health plan to credit such Continued Employees, for the current year, with any deductibles and co-payments already incurred during such year under the group health plan in which the Continued Employees participated immediately prior to the Effective Time. (b) From and after the Effective Time, Cephalon shall honor, fulfill and discharge and shall cause Surviving Corporation to honor, fulfill and discharge, in accordance with its terms, each Benefit Arrangement and each employment and termination agreement between CIMA and any officer, director or employee of CIMA, in each case in place immediately prior to the Effective Time, including (A) all legal and contractual obligations pursuant to outstanding retirement plans, salary and bonus deferral plans, vested and accrued benefits and similar employment and benefit arrangements and agreements (specifically including all of the "change in control" provisions under Benefit Arrangements of CIMA) and (B) all vacation, personal and sick days accrued by Employees as of the Effective Time. From and after the Effective Time, until the second anniversary of the Effective Time, Cephalon and Surviving Corporation shall not adopt or modify any Benefit Arrangement that would create or enhance any disparity in the aggregate compensation and benefits between similarly situated regular, full time employees of Cephalon on the one hand and of Surviving Corporation on the other hand, other than to reflect local and competitive employment market conditions. However, nothing contained in any of the foregoing provisions of this Section 6.11(b) or elsewhere in this Agreement shall (x) require Cephalon or its Subsidiaries (including Surviving Corporation) to continue (A) any particular compensation or benefits or compensation, benefits or employment agreement for any particular period of time beyond that to which it is contractually bound or (B) any Benefit Arrangement for any particular period of time beyond that to which it is contractually or otherwise legally bound or (y) prevent the amendment, modification or termination of any such compensation or benefits, compensation, benefits or employment agreement or Benefit Arrangement except as may be prohibited by the terms thereof or otherwise by law. (c) Prior to the Effective Time, CIMA shall take all action necessary to terminate the CIMA Stock Purchase Plan. (d) Prior to the Effective Time, CIMA shall take all action necessary to cause all CIMA Stock Options outstanding immediately prior to the Effective Time to become fully vested and exercisable immediately prior to the Effective Time.

Benefit Plans. Following (a) From and after the Effective Time, Parent Holding Company shall, and shall cause service performed by current employees for the Company and its Subsidiaries (including CIMA Surviving Corporation and aaiPharma Surviving Corporation), to cause the Benefit Arrangements maintained by each of them after the Effective Time to recognize, at the least, each Continued Employee's years of service and employment and level of seniority with any predecessor entities) one of them prior to be taken into account the Effective Time for purposes of eligibility eligibility, vesting, benefit accrual and vesting benefit determination under such Benefit Arrangements (but not for purposes other than benefit accruals under any defined benefit pension plan) maintained by any one of pension benefit accrual), and for purposes of determining severance (to the extent applicable), vacation and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries in which employees of the Company participate to the extent such service was credited by the Company and its Subsidiaries under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following them after the Effective Time until to the same extent that such practicable date as they commence participation in an applicable benefit plan years of Parent or any service and employment and level of its Subsidiariesseniority were recognized by the Continued Employee's employer's substantially similar Benefit Arrangement immediately prior to the Effective Time. Company employees whoMoreover, as of from and after the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy Holding Company shall, and shall be eligible to take paid sabbatical leaves cause its Subsidiaries (including CIMA Surviving Corporation and aaiPharma Surviving Corporation) to, cause each Benefit Plan maintained by any one of absence, to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent them after the Effective Time pursuant to the terms of such policy. When employees of the Company become that a Continued Employee may be eligible to participate in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to waive any preexisting condition exclusion with respect to participation and coverage requirements applicable to Continued Employees to the extent that such employee had satisfied exclusion did not apply to the Continued Employee prior to the Effective Time under any similar limitation Benefit Plan in which the Continued Employee participated immediately prior to the Effective Time. If after the Effective Time, Holding Company or requirement any of its Subsidiaries (including CIMA Surviving Corporation and aaiPharma Surviving Corporation) provides coverage under an analogous a group health plan for Continued Employees (including their eligible dependents) that is different from the group health plan in which the Continued Employees participated immediately prior to the Effective Time, then Holding Company shall cause, or shall cause the plan sponsor to cause, such group health plan to credit such Continued Employees, for the current year, with any deductibles and co-payments already incurred during such year under the group health plan in which the Continued Employees participated immediately prior to the Effective Time. (b) From and after the Effective Time, Holding Company shall honor, fulfill and discharge and shall cause CIMA Surviving Corporation and aaiPharma Surviving Corporation to honor, fulfill and discharge, in accordance with its terms, each Benefit Arrangement and each employment and termination agreement (i) between aaiPharma or any of its Subsidiaries and any officer, director or employee of any of them or (ii) between CIMA and any officer, director or employee of CIMA, in each case in place immediately prior to the Effective Time, including (A) all legal and contractual obligations pursuant to outstanding retirement plans, salary and bonus deferral plans, vested and accrued benefits and similar employment and benefit arrangements and agreements (specifically including all of the "change in control" provisions under Benefit Arrangements of aaiPharma or CIMA) and (B) all vacation, personal and sick days accrued by Employees as of the Effective Time. At the Effective Time, Holding Company shall assume the employment agreement between aaiPharma and ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and shall honor, fulfill and discharge all responsibilities, and accede to all rights, of aaiPharma thereunder. From and after the Effective Time, until the second anniversary of the Effective Time, Holding Company and its Subsidiaries shall not adopt or modify any Benefit Arrangement that would create or enhance any disparity in the aggregate compensation and benefits between similarly situated regular, full time employees of CIMA Surviving Corporation and its Subsidiaries on the one hand and of aaiPharma Surviving Corporation and its Subsidiaries on the other hand, other than to reflect local and competitive employment market conditions. However, nothing contained in any of the foregoing provisions of this Section 6.11(b) or elsewhere in this Agreement shall (x) require Holding Company or its Subsidiaries (including CIMA Surviving Corporation and aaiPharma Surviving Corporation) to continue (A) any particular compensation or benefits or compensation, benefits or employment agreement for any particular period of time beyond that to which it is contractually bound or (B) any Benefit Arrangement for any particular period of time beyond that to which it is contractually or otherwise legally bound or (y) prevent the amendment, modification or termination of any such compensation or benefits, compensation, benefits or employment agreement or Benefit Arrangement except as may be prohibited by the terms thereof or otherwise by law. (c) Prior to the Effective Time, CIMA shall take all action necessary to terminate the CIMA Stock Purchase Plan. (d) Prior to the Effective Time, CIMA shall take all action necessary to cause all CIMA Stock Options outstanding immediately prior to the Effective Time to become fully vested and exercisable immediately prior to the Effective Time.

Benefit Plans. Following (a) At and following the Effective Time, Parent Time (i) Buyer shall cause service performed by current provide employees for the Company of Valley Financial and its Subsidiaries with employee benefit plans substantially similar to those provided to similarly situated employees of Buyer, (ii) Buyer shall cause any and any predecessor entitiesall pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the Compensation and Benefit Plans) and eligibility waiting periods under group health plans to be taken into account waived with respect to such employees and their eligible dependents, and (iii) all employees of Valley Financial and its Subsidiaries shall receive credit for years of service with Valley Financial, its Subsidiaries and their predecessors prior to the Effective Time for purposes of eligibility and vesting (but not for purposes of pension benefit accrual)accrual other than accrual for vacation or paid time off; provided, and for purposes of determining severance (to the extent applicable)that, in accordance with Buyer’s policies, no vacation and other or paid time off entitlements shall be thereafter carried over into a subsequent calendar year) under Buyer’s benefit plans. (to the extent applicable), under the benefit plans b) Buyer agrees that each employee of Parent Valley Financial and its Subsidiaries in which employees of the Company participate to the extent such service was credited who is involuntarily terminated by the Company and its Subsidiaries under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit plan of Parent Buyer or any of its Subsidiaries. Company Subsidiaries (other than for cause) on or within 12 months of the Effective Date, shall receive (i) a severance payment equal to two weeks of base pay (at the rate in effect on the termination date) for each year of service at Valley Financial or its Subsidiaries (with credit for partial years of service) with a minimum payment equal to four weeks of base pay in lieu of severance benefits payable under the Valley Financial Corporation Severance Plan, provided that employees whoof Valley Financial and its Subsidiaries with individual agreements that provide for payment of severance under certain circumstances who will be paid severance only in accordance with such agreements, (ii) reimbursement for up to six months of such employee’s COBRA premium payments, if COBRA coverage is elected by such employee, that are in excess of the premium payment paid by such employee immediately prior to termination, and (iii) outplacement services provided by or at the expense of Buyer in accordance with Buyer’s then current practices and procedures. (c) Prior to the Effective Time, Valley Financial shall take all steps necessary to (A) freeze the benefit amounts payable under the Supplemental Retirement Plan (“SERP”) to the amount payable under the SERP in accordance with Article III thereof as of the Effective Time, are eligible (B) establish and fund a “Rabbi” Trust for sabbaticals the purposes of providing benefits accrued under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned SERP in accordance with Article III thereof as of the Effective Time, under such policy or a substantially identical sabbatical or leave and (C) amend the SERP’s eligibility provisions to freeze future participation as of absence policy the Effective Time. Buyer shall agree to assume sponsorship of Parent after the SERP and to pay out all benefits accrued as of the Effective Time pursuant to in accordance with the terms of such policy. When employees of the Company become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to SERP. (id) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan prior Prior to the Effective Time, Valley Financial shall one hundred percent vest all accrued benefits provided under Valley Financial’s 401(k) plan and take action to terminate such plan, subject to consummation of the Merger. (e) Except as provided on Section 7.11(e) to the Buyer Disclosure Schedule, at and following the Effective Time, Buyer shall honor, and Buyer shall be obligated to perform, or shall cause its Subsidiaries to honor and perform, in accordance with their terms and applicable law, the contractual rights of Employees, Consultants and Directors of Valley Financial and its Subsidiaries existing as of the Effective Time.

Benefit Plans. Following (a) As soon as administratively practicable after the Effective Time, Parent FNB shall cause service performed take all reasonable action so that employees of YDKN and the YDKN Subsidiaries shall be entitled to participate in each FNB Benefit Plan of general applicability with the exception of FNB’s defined benefit pension plan and any other plan frozen to new participants (collectively, the “FNB Eligible Plans”) to the same extent as similarly-situated employees of FNB and its Subsidiaries, it being understood that inclusion of the employees of YDKN and the YDKN Subsidiaries in the FNB Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding YDKN Benefit Plans until such employees are permitted to participate in the FNB Eligible Plans and provided further, however, that nothing contained in this Agreement shall require FNB or any of its Subsidiaries to make any grants to any former employee of YDKN under any discretionary equity compensation plan of FNB or to provide the same level of (or any) employer contributions or other benefit subsidies as YDKN or the YDKN Subsidiaries have provided. Notwithstanding the foregoing, during the period commencing at the Effective Time and ending on the first anniversary thereof, FNB or its Subsidiaries shall provide severance payments and benefits to each employee of YDKN and the YDKN Subsidiaries that are no less favorable than the severance payments and benefits provided by current employees for the Company FNB and its Subsidiaries to their similarly situated employees, as in effect as of the date hereof and as described in Section 6.6(a) of the FNB Disclosure Schedule. (b) FNB shall cause each FNB Eligible Plan in which employees of YDKN and any predecessor entities) the YDKN Subsidiaries are eligible to be taken into account for purposes of eligibility and vesting (but not for purposes of pension benefit accrual)participate, and to recognize, for purposes of determining severance (eligibility to participate in, and vesting of, benefits under the FNB Eligible Plans, the service of such employees with YDKN and the YDKN Subsidiaries to the same extent applicable), vacation and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries in which employees of the Company participate to the extent as such service was credited for such purpose by YDKN or the Company YDKN Subsidiaries, and, solely for purposes of FNB’s severance and its Subsidiaries under similar vacation plans, policies and programs, for purposes of determining the benefit plans; amount, provided, however, that Parent or its Subsidiaries may provide such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those YDKN Benefit Plans that correspond to FNB Eligible Plans until employees continue of YDKN and the YDKN Subsidiaries are included in such FNB Eligible Plans, nothing in this Agreement shall limit the ability of FNB to participate in any Employee Plan amend or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit plan of Parent or terminate any of its Subsidiaries. Company employees who, as of the YDKN Benefit Plans in accordance with and to the extent permitted by their terms. (c) At and following the Effective Time, are eligible for sabbaticals under FNB and the Company’s paid sabbatical leave policy Surviving Company shall honor and continue to be eligible obligated to take paid sabbatical leaves perform, in accordance with their terms, all benefit obligations to, and contractual rights of, current and former employees of absence, to YDKN and the extent earned YDKN Subsidiaries and current and former directors of YDKN and the YDKN Subsidiaries existing as of the Effective Time, Closing Date under any YDKN Benefit Plan. (d) At such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When time as employees of YDKN and the Company YDKN Subsidiaries become eligible to participate in a medical, dental or health plan of ParentFNB or its Subsidiaries, FNB shall, to the extent permissible under the applicable benefit planreasonably practicable and available from its insurers, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered satisfied or waived under the applicable medicalanalogous YDKN Benefit Plan, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which that would otherwise be applicable to such employee or dependent on or after the Effective Time to the extent such employee or dependent had satisfied any similar limitation or requirement under an analogous Company plan YDKN Benefit Plan prior to the Effective Time and (iii) provide each such employee of YDKN and the YDKN Subsidiaries and his or her eligible dependents with credit for any co-payments or coinsurance and deductibles paid prior to the Effective Time under an YDKN Benefit Plan (to the same extent that such credit was given under the analogous YDKN Benefit Plan prior to the Effective Time) in satisfying any applicable deductible, co-payment, coinsurance or maximum out-of-pocket requirements under any medical, dental or health plan of FNB or its Subsidiaries. (e) YDKN shall adopt such Board resolutions and take such other action as FNB may reasonably request at least thirty (30) days prior to the Effective Time to cause all 401(k) Plans to be terminated immediately prior to the Effective Time (the “Plan Termination Date”) and the accounts of all participants and beneficiaries in the 401(k) Plans as of the Plan Termination Date to become fully vested as of the Plan Termination Date. As soon as practicable after the Effective Time, but in no event later than six (6) months after the Plan Termination Date, FNB shall file or cause to be filed all necessary documents with the IRS for a determination letter that the termination of the 401(k) Plans as of the Plan Termination Date will not adversely affect the plan’s qualified status. FNB shall use its reasonable best efforts to obtain such favorable determination letter; including adopting such amendments to the 401(k) Plans as may be requested by the IRS as a condition to its issuance of a favorable determination letter. As soon as practicable following the receipt of a favorable determination letter from the IRS regarding the qualified status of the 401(k) Plans upon its termination, the account balances in the 401(k) Plans shall be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. The Surviving Company shall take all other actions necessary to complete the termination of the 401(k) Plans, including filing a Final Form 5500, that arise after the Effective Time. FNB agrees, to the extent permitted by applicable Law, to permit the participants in the

Benefit Plans. Following (a) If Parent elects not to maintain any Company Employee Plan that is a health, vacation or 401(k) (or similar retirement) plan after the Effective Time, Parent shall cause service performed by current then: (i) all employees for of the Company Entities who continue employment with Parent, the Surviving Corporation or any Subsidiary of Parent or the Surviving Corporation after the Effective Time ("Continuing Employees") shall be eligible to participate in health, vacation and its 401(k) (or similar retirement) plans, programs or arrangements, to substantially the same extent as the majority of the similarly situated employees of Parent, Surviving Corporation and the Subsidiaries of Parent; and (and any predecessor entitiesii) to be taken into account for purposes of determining a Continuing Employee's eligibility and vesting (but not for purposes of pension benefit accrual)to participate in such plans, and for purposes of determining severance (to the extent applicable)a Continuing Employee's vested percentage under such plans, vacation and other paid time off entitlements (to the extent applicable), such Continuing Employee shall receive credit under the benefit such plans for his or her years of Parent and its Subsidiaries in which employees continuous service with each of the Company participate Entities prior to the extent such service was credited by the Company and its Subsidiaries under similar benefit plans; Effective Time, except as would result in duplication of benefits provided, however, that Parent or its Subsidiaries may provide such service shall not be recognized to the same extent that such employees continue recognition would result in a duplication of benefits with respect to participate in the same period of service. As of the Effective Time, Parent shall, or shall cause the Surviving Corporation (or any other Subsidiary of Parent for which a Continuing Employee is employed after the Effective Time) to, credit to each Continuing Employee the amount of vacation time and paid time off that such individual had accrued under any applicable Company Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit plan of Parent or any of its Subsidiaries. Company employees who, as of the Effective Time. If Parent chooses not to maintain one or more of Company Employee Plans that is a health plan or welfare plan, are eligible then with respect to each health or welfare benefit plan maintained in lieu of the applicable Company Employee Plan, Parent shall use commercially reasonable efforts to (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under such plan, and (ii) cause each Continuing Employee to be given credit under such plan for sabbaticals all amounts paid by such Continuing Employee under any similar Company Employee Plan for the Company’s plan year that includes the Effective Time for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid sabbatical leave policy in accordance with the terms and conditions of such plans for the plan year in which the Effective Time occurs. (b) Nothing in this Section 6.7 or elsewhere in this Agreement shall be eligible construed to take paid sabbatical leaves (i) create a right in any Company Associate to continue employment or continue to be maintained by Parent, the Surviving Corporation or any respective Subsidiary of absenceParent or the Surviving Corporation, or preclude the ability of Parent, the Surviving Corporation or any respective Subsidiary of Parent or the Surviving Corporation to terminate the employment of any such employee for any reason, (ii) require Parent, the Surviving Corporation or any respective Subsidiary of Parent or the Surviving Corporation to continue any Company Employee Plans or to prevent the amendment, modification or termination thereof after the Merger Closing Date, (iii) (except for persons indemnified pursuant to Section 6.6 (to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time their rights pursuant to the terms Section 6.6)), no Company Associate shall be deemed to be a third party beneficiary of such policy. When employees of the Company become eligible this Agreement, or (iv) be treated as an amendment to participate in a medical, dental or health any particular employee benefit plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (ii) waive or any waiting period limitation respective Subsidiary of Parent or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan prior to the Effective TimeCompany.

Benefit Plans. Following For a period of not less than one year after the Effective Time, Parent shall provide, or cause service performed by current employees for the Company and its Subsidiaries (and any predecessor entities) to be taken into account for purposes of eligibility and vesting (but not for purposes of pension benefit accrual)provided, and for purposes of determining severance (to the extent applicable), vacation and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries in which those persons who were employees of the Company or its Subsidiaries immediately prior to the Effective Time and who remain employees of the Surviving Corporation or its Subsidiaries or become employees of Parent following the Effective Time ("CONTINUING EMPLOYEES") employee benefits (other than Parent Option Plans and the Parent ESPP) no less favorable in the aggregate than those currently provided to employees of the Company. Continuing Employees will be eligible to participate in Parent Option Plans and the Parent ESPP in accordance with the terms and conditions of such plans. As promptly as reasonably practicable after the Effective Time, Continuing Employees shall be eligible to participate in (1) Parent's employee benefit plans, programs, policies and arrangements, including any severance plan, medical plan, dental plan, life insurance plan, vacation program and disability plan, to the extent permitted by the terms of the applicable plans, programs, policies and arrangements or (2) such Company Benefit Arrangements, including, but not limited to, any agreements, programs, policies or other programs sponsored by or maintained by the Company or any of its Subsidiaries, that are continued by the Surviving Corporation or any of its Subsidiaries following the Closing Date, or which are assumed by Parent (for the purposes of this Section 5.12(d) only, clauses (1) and (2) taken together, the "PARENT BENEFIT PLANS"). Continuing Employees shall, to the extent permitted by Applicable Law receive full credit for purposes of eligibility, vesting, level of benefits (but not benefit accrual) under the Parent Benefit Plans in which such Continuing Employees participate for such Continuing Employees' service was credited with the Company, any of its Subsidiaries, and either of their predecessors. With respect to any welfare benefit plans maintained by Parent for the benefit of Continuing Employees on and after the Effective Time, Parent shall (1) cause there to be waived, as required by Applicable Law, any eligibility requirements or pre-existing condition limitations and (2) give effect, in determining any deductible or maximum out-of-pocket limitations, amounts paid by such Continuing Employees with respect to similar plans maintained by the Company and its Subsidiaries Subsidiaries, subject to the terms and conditions of the applicable welfare benefit plans maintained by Parent. Depending upon the date of the Effective Time relative to the completion of the then-next ending offer period under similar benefit plans; providedthe Parent ESPP, howeverand upon the relative benefits and costs, that Parent or its Subsidiaries may provide that such employees continue will determine in good faith whether to participate in any Employee Plan or International Plan establish a special offering period for Continuing Employees under the Parent ESPP commencing as soon as administratively practicable following the Effective Time until such practicable date as they commence participation in an applicable benefit plan of Parent or any of its Subsidiaries. Company employees who, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees of the Company become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan ending immediately prior to the Effective Timecommencement of the next regularly scheduled offering period under the Parent ESPP.

Benefit Plans. Following (a) It is the intention of United that at and following the Effective TimeTime (i) it will provide employees of Centra with employee benefit plans substantially similar in the aggregate to those provided to similarly situated employees of United, Parent except with respect to the United Pension Plan, (ii) United shall cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the Compensation and Benefit Plans) and eligibility waiting periods under group health plans to be waived with respect to such participants and their eligible dependents, and (iii) all Centra employees will receive credit for years of service performed by current employees for the Company with Centra and its Subsidiaries (and any predecessor entities) predecessors prior to be taken into account the Effective Time for purposes of eligibility and vesting (but not for purposes of pension benefit accrual), and accrual other than accrual for purposes of determining severance (to the extent applicable), vacation and other or paid time off entitlements (to in the extent applicable), under the benefit plans of Parent and its Subsidiaries in which employees of the Company participate to the extent such service was credited by the Company and its Subsidiaries under similar benefit plansthen current calendar year; provided, howeverthat, that Parent in accordance with United’s policies, no vacation or its Subsidiaries may provide that such paid time off shall be thereafter carried over into a subsequent calendar year) under United’s benefit plans, except with respect to the United Pension Plan. All Centra employees continue to participate in any Employee Plan or International Plan following and their eligible dependents will receive credit for co-payments, deductibles and out-of-pocket maximums satisfied by employees and dependents under the Effective Time Compensation and Benefit Plans. United shall maintain Centra’s existing employee benefit plans until such practicable date time as they commence participation United has provided similar plans to Centra’s employees as contemplated in an applicable the preceding sentence. Centra employees shall not be entitled to accrual of benefits or allocation of contributions under United’s benefit plan plans based on years of Parent or any of service with Centra and its Subsidiaries. Company employees who, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees of the Company become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan predecessors prior to the Effective TimeDate, except with respect to any vacation or paid time off accrual. (b) United agrees that each Centra employee who is involuntarily terminated by United (other than for cause) within six months of the Effective Date, shall receive a severance payment equal to two weeks of base pay (at the rate in effect on the termination date) for each year of service at Centra (with credit for partial years of service) with a maximum payment equal to 20 weeks of base pay. (c) Centra shall use reasonable efforts to take such action as may be necessary to terminate its 401(k) plan, including the receipt of a favorable determination letter from the IRS relating to the termination of the 401(k) plan. In the event a favorable ruling is not issued, Centra agrees that termination of the 401(k) plan shall not occur and the 401(k) plan shall not be merged with United’s 401(k) plan.

Benefit Plans. Following (a) Immediately following the Effective Time, Parent shall, and shall cause service performed the Surviving Corporation to, provide to those individuals who are employed by current employees for the Company or the Company Subsidiaries immediately prior to the Effective Time (the “Company Employees”) for a period of at least one (1) year: (i) base salary and incentive compensation opportunities that is no less favorable in the aggregate to each Company Employee than the aggregate base salary and incentive compensation opportunities provided to such Company Employee by the Company immediately prior to the Effective Time; and (ii) employee benefits that, taken as a whole, are no less favorable to such employees in the aggregate than those provided to such employees under the Company Benefit Plans. Such compensation and employee benefits may be provided through the Surviving Corporation’s continuation of one or more of the Company Benefit Plans, through the admission of the Company Employees to any one or more employee benefit policies, plans or programs maintained by Parent or its affiliates from time to time (each, a “Parent Plan”), or through a combination of the foregoing alternatives, as determined in Parent’s sole and absolute discretion. Nothing herein shall require that Parent grant equity of Parent to any Company Employee or continue to maintain any particular Company Benefit Plan or form of incentive or benefit, after the Effective Time in order to satisfy its obligations hereunder. (b) Without limiting Section 6.05(a), for a period of at least one (1) year following the Effective Time, Parent shall, and shall cause the Surviving Corporation to, provide severance payments and benefits to Company Employees who are terminated by the Surviving Corporation other than for cause (as determined based on the Company’s policies as of the date hereof), which severance payments shall be no less favorable than the greater of (i) the severance payments and benefits based on the Company’s current policies and (ii) the severance payments and benefits provided by Parent and its Subsidiaries (and any predecessor entities) to be taken into account for purposes of eligibility and vesting (but not for purposes of pension benefit accrual), and for purposes of determining severance (to the extent applicable), vacation and other paid time off entitlements (to the extent applicable), under the benefit plans similarly situated employees of Parent and its Subsidiaries Subsidiaries, provided that Parent may condition such payments and benefits upon execution by the applicable Company Employee of a commercially standard release of claims in which employees a form reasonably satisfactory to Parent. (c) Parent shall, or shall cause the Surviving Corporation to, assume and honor the obligations of the Company participate to the extent such service was credited by the Company and its Subsidiaries under all Company Benefit Agreement and any consulting, retirement and other compensation contracts, arrangements, commitments or understandings, in accordance with their terms, subject to the right to make amendments or modifications to the extent permitted by such terms. Parent hereby acknowledges that (i) the Merger will constitute a “Change in Control” (or concept of similar import) under the Company Benefit Plans and Company Benefit Agreements and (ii) as a result of the Merger, the individuals identified in Section 6.05(c) of the Company Disclosure Letter will be deemed to have experienced a “Position Diminishment” or a “Good Reason” event (or concept of similar import), as applicable, for all purposes under their Company Benefit Agreements. (d) Parent shall, and shall cause the Surviving Corporation to, give each Company Employee full credit for purposes of eligibility, vesting, benefit plans; provided, however, that Parent accrual and determination of the level of benefits under any employee benefit plans or its Subsidiaries may provide arrangements that such employees continue may be eligible to participate in any Employee Plan or International Plan following after the Effective Time until for such practicable date Company Employee’s service with the Company or any Subsidiary of the Company to the same extent recognized by the Company or any Subsidiary of the Company immediately prior to the Effective Time; provided that the foregoing shall not apply (i) for benefit accrual purposes under any defined benefit pension plan, (ii) as would result in the duplication of benefits for the same period of service or (iii) for any newly established plan of Parent for which similarly situated employees of Parent do not receive past service credit. (e) Parent shall, and shall cause the Surviving Corporation to, use commercially reasonable efforts to (i) waive all limitations as to preexisting conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to the Company Employees under any welfare benefit plans that such employees may be eligible to participate in after the Effective Time, other than limitations or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of the Effective Time under any welfare plan maintained for the Company Employees immediately prior to the Effective Time, and (ii) provide each Company Employee with credit for any co-payments and deductibles paid in the plan year in which the Effective Time occurs in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans in which employees are eligible to participate after the Effective Time. (f) Notwithstanding the foregoing provisions of this Section 6.05, the provisions of Section 6.05 shall apply only with respect to Company Employees who are covered under Company Benefit Plans that are maintained primarily for the benefit of employees employed in the United States (including Company Employees regularly employed outside the United States to the extent they commence participation participate in an such Company Benefit Plans). With respect to Company Employees not described in the preceding sentence, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, comply with all applicable laws, directives and regulations relating to employees and employee benefits matters applicable to such employees. (g) Notwithstanding anything in this Agreement to the contrary, the Company shall be permitted to establish the terms and conditions of the cash incentive awards relating to calendar year 2013 (the “2013 Incentives”). If the Closing occurs before the payment of the 2013 Incentives, (i) the Company shall be permitted to finally and conclusively determine, in good faith and consistent with the terms and conditions of the applicable Company Benefit Plans (and, to the extent based on business results, based on the most recent forecast available as of the Closing Date) the amount of the 2013 Incentives earned by each Company Employee through the Closing Date (prorated, if the Closing occurs in 2013, for the portion of the year elapsed between January 1, 2013 and the Closing Date) or through December 31, 2013 if the Closing Date occurs on or after December 31, 2013 (the “Earned Portion”) and (ii) Parent shall pay or cause to be paid to each Company Employee (whether or not such employee remains employed following the Closing) the Earned Portion of such Company Employee’s 2013 Bonus at the same time 2013 annual bonuses are paid to other Parent employees in the United States, but in all events no later than March 15, 2014. If the Closing occurs in 2013, for the balance of the 2013 calendar year following the Closing Date, Parent shall, or shall cause its Affiliates to, determine the incentive opportunities in accordance with Section 6.05(a). (h) This Section 6.05 shall be binding upon and inure solely to the benefit plan of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Section 6.05. In no event shall the terms of this Agreement be deemed to (i) establish, amend, or modify any Company Benefit Plan or any other benefit plan, program, agreement or arrangement maintained or sponsored by Parent, the Company or any Subsidiary of the Company or any of their respective Affiliates, (ii) alter or limit the ability of Parent or any of its Subsidiaries. Company employees whoSubsidiaries (including, as of after the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible Surviving Corporation or any Subsidiary of the Surviving Corporation) to take paid sabbatical leaves amend, modify or terminate any of absencethe Company Benefit Plans or any other benefit or employment plan, to the extent earned as of program, agreement or arrangement after the Effective Time, under such policy or a substantially identical sabbatical (iii) confer upon any current or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees former employee or other service provider of the Company become eligible or its Subsidiaries, any right to participate in a medicalemployment or continued employment or continued service with Parent or any of its Subsidiaries (including, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan prior to following the Effective Time, the Surviving Corporation or any Subsidiary of the Surviving Corporation), or constitute or create an employment or agreement with, or modify the at-will status of any, employee or other service provider.

Benefit Plans. (i) Following the Effective Time, Parent shall cause service performed by current employees for the Company and its Subsidiaries (and any predecessor entities) to be taken into account for purposes of eligibility and vesting (but not for purposes of pension benefit accrual)vesting, and for purposes of determining severance (to the extent applicable)severance, vacation and other paid time off entitlements (to the extent applicable)entitlements, under the benefit plans of Parent and its Subsidiaries in which employees of the Company participate to the extent such service was credited by the Company and its Subsidiaries under similar Benefit Plans. Notwithstanding the foregoing, nothing in this Section 6.10(b)(i) shall be construed to require crediting of service that would result in (A) duplication of benefits, (B) service credit for benefit plans; providedaccruals under a defined benefit pension plan, however(C) service credit under a newly established plan for which prior service is not taken into account or (D) employer contribution for any 401(k) plan. In addition, that Parent or its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following nothing herein shall limit the Effective Time until such practicable date as they commence participation in an applicable benefit plan ability of Parent to amend or terminate any of its Subsidiaries. Company employees who, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the welfare and pension benefit plans in accordance with their terms of such policy. at any time. (ii) When employees of the Company become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (ix) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (iiy) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan prior to the Effective Time. (iii) Parent shall continue to provide automobile lease subsidies and/or related payments to the Company’s current and former officers in amounts no less than that provided by the Company to each such current or former officer immediately prior to the Effective Time until the later of (A) each such officer’s termination of employment with Merger Sub or Parent or (B) the expiration of the current lease term for such automobile. (iv) Prior to the Effective Time, the Company shall take all actions necessary to provide that as of the Effective Time, each participant in the Interpore International, Inc. Retirement Savings Plan (the “Company 401(k) Plan”) shall have a fully vested and non-forfeitable right in his or her matching contribution account under such plan.

Benefit Plans. Following (a) At and following the Effective Time, Parent Time (i) United shall cause service performed by current provide employees for the Company of CBTC and its Subsidiaries with employee benefit plans substantially similar to those provided to similarly situated employees of United, except with respect to the United Pension Plan, (ii) United shall cause any and any predecessor entitiesall pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the Compensation and Benefit Plans) and eligibility waiting periods under group health plans to be taken into account waived with respect to such employees and their eligible dependents, and (iii) all employees of CBTC and its Subsidiaries shall receive credit for years of service with CBTC, its Subsidiaries and their predecessors prior to the Effective Time for purposes of eligibility and vesting (but not for purposes of pension benefit accrual)accrual other than accrual for vacation; provided that, and for purposes of determining severance (to the extent applicable)in accordance with United’s policies, no vacation and other or paid time off entitlements (shall thereafter be carried over into a subsequent calendar year except that employees who are retained by United shall be permitted to carry over vacation until the end of 2022 and employees who are not retained by United shall be paid for unused vacation) under United’s benefit plans, except with respect to the extent applicable), under the benefit plans United Pension Plan. All employees of Parent CBTC and its Subsidiaries and their eligible dependents will receive credit for co-payments, deductibles and out-of-pocket maximums satisfied by such employees and dependents under the Compensation and Benefit Plans. Except as provided in which this Agreement, United shall maintain CBTC’s and its Subsidiaries’ existing employee benefit plans until such time as United has provided similar plans to employees of the Company participate to the extent such service was credited by the Company CBTC and its Subsidiaries under similar benefit plans; provided, however, that Parent or as contemplated in the preceding sentence. Employees of CBTC and its Subsidiaries may provide that such employees continue shall not be entitled to participate in any Employee Plan accrual of benefits or International Plan following allocation of contributions under United’s benefit plans based on years of service with CBTC, its Subsidiaries and their predecessors prior to the Effective Time until Date, except with respect to any vacation accrual. (b) Except for employees of CBTC and its Subsidiaries with individual agreements that provide for payment of severance under certain circumstances (who will be paid severance only in accordance with such practicable date as they commence participation agreements and shall not have a right to employer-paid outplacement services unless provided in an applicable benefit plan such agreements), United agrees that each employee of Parent CBTC and its Subsidiaries who is involuntarily terminated by United or any of its SubsidiariesSubsidiaries (other than for cause) on or within the time period set forth on Section 7.10(b) of United’s Disclosure Schedule, shall receive (i) a severance payment equal to the amounts set forth on Section 7.10(b) of United’s Disclosure Schedule, but only if such employee does not have rights to a severance payment under an employment agreement, in which case no severance payment shall be made to such employee hereunder, and (ii) outplacement services through the date that is set forth on Section 7.10(b) of United’s Disclosure Schedule by an outplacement agency selected by United. (c) CBTC shall cause its 401(k) plan to be fully vested and terminated effective immediately prior to or upon the Effective Time, in accordance with applicable law and regulations, and CBTC shall pursue, in United’s sole discretion, the receipt of a favorable determination letter from the IRS relating to such termination. Company employees whoEach employee of CBTC and its Subsidiaries that is a participant in CBTC’s 401(k) plan, and that becomes an eligible employee of United or its Subsidiaries following the Effective Time, shall be eligible to participate in United’s 401(k) plan as soon as administratively practical, in accordance with the terms and conditions of United’s 401(k) plan, after the Effective Time, and, account balances under CBTC’s terminated 401(k) plan will be eligible for distribution or rollover, in accordance with the terms and conditions of the United 401(k) plan and applicable law and regulation, including direct rollover of cash and, provided that CBTC’s terminated 401(k) plan provides for or is validly amended prior to termination to provide for (A) roll out of promissory notes, (B) a period of time during which plan termination does not cause immediate loan default, (C) in-kind distribution of promissory notes, and (D) such other plan provisions as are required for rollout of promissory notes, direct rollover of promissory notes to United’s 401(k) plan, for each such employee in his or her discretion. Any other former employee of CBTC or its Subsidiaries that is employed by United or its Subsidiaries after the Effective Time shall be eligible to be a participant in United’s 401(k) plan upon complying with eligibility requirements. For purposes of administering United’s 401(k) plan, service with CBTC and its Subsidiaries shall be deemed to be service with United for participation and vesting purposes, but not for purposes of benefit accrual. (d) (i) Prior to the Effective Time, and effective as of the Effective Time, are eligible for sabbaticals under each of United, CBTC and the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves key employee of absenceCBTC, to as the extent earned as of the Effective Timecase may be, under such policy or a substantially identical sabbatical or leave of absence policy of Parent will enter into an agreement concerning his employment with United and related matters after the Effective Time pursuant to in accordance with the terms of such policy. When employees and conditions set forth in Section 7.10(d)(i) of the Company become eligible to participate United Disclosure Schedule, with such agreement substantially in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (iform set forth in Section 7.10(d)(i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan prior to the Effective TimeUnited Disclosure Schedule.

Benefit Plans. Following (a) From the Effective Time, Parent FNFG shall cause service performed by current provide the employees for the Company of NAL and its Subsidiaries (the “Covered Employees”) with employee benefit plans, programs and any predecessor entitiesarrangements that are substantially similar to those provided to similarly situated employees of FNFG and its Subsidiaries. (b) to be taken into account FNFG shall (1) provide all Covered Employees with service credit for purposes of eligibility eligibility, participation and vesting (but not for purposes of benefit accruals under any defined benefit pension benefit accrual), and for purposes of determining severance (to the extent applicable), vacation and other paid time off entitlements (to the extent applicableplan), under the any employee benefit plans or compensation plan, program or arrangement adopted, maintained or contributed to by FNFG or any of Parent and its Subsidiaries in which employees Covered Employees are eligible to participate, for all actual periods of the Company participate to the extent such service was credited by the Company and its Subsidiaries under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit plan of Parent employment with NAL or any of its Subsidiaries. Company employees who, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy Subsidiaries (or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees of the Company become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (itheir predecessor entities) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan prior to the Effective Time, (2) cause any pre-existing conditions, limitations, eligibility waiting periods or required physical examinations under any welfare benefit plans of FNFG or any of its Subsidiaries to be waived with respect to the Covered Employees and their eligible dependents, to the extent waived under the corresponding plan (for a comparable level of coverage) in which the applicable Covered Employee participated immediately prior to the Effective Time, (3) give credit for deductibles and eligible out-of-pocket expenses incurred (upon receipt of necessary documentation) towards deductibles and out-of-pocket maximums during the portion of the plan year in which the Effective Time occurs, and (4) give credit for accrued vacation and sick days during the period commencing on the beginning of the year in which the Effective Time occurs until the Effective Time, as provided under the NAL Benefit Arrangements under the FNFG Benefit Arrangements for the year in which the Effective Time occurs. Notwithstanding any other provision of this Section 6.12, this Section 6.12(b) shall not apply with respect to the FNFG Employee Stock Ownership Plan. (c) NAL shall terminate the NAL Employee Stock Ownership Plan (the “ESOP”) immediately prior to the Effective Time. In conjunction with such termination, all unallocated shares held as collateral pursuant to the ESOP necessary to retire the ESOP’s debt will be converted into treasury shares of NAL, and NAL will take all necessary actions to extinguish the balance (if any) of any ESOP loans outstanding as of the Closing Date. The accounts of all participants and beneficiaries in the ESOP shall become fully vested upon termination of the ESOP. In the event of such termination of the ESOP, then as soon as practicable following the receipt of an IRS favorable determination letter in relation to the termination of the ESOP, the account balances in the ESOP shall be either distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. (d) If requested by FNFG in writing, NAL shall cause the NAL 401(k) Savings Plan (the “NAL Plan”) to be terminated effective immediately prior to the Closing Date. In the event of such termination of the NAL Plan, then as soon as administratively practicable following the receipt of an IRS favorable determination letter in relation to the termination of the NAL Plan from NAL, the account balances of all participants and beneficiaries in the NAL Plan shall be either distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. FNFG agrees to permit Covered Employees to roll over their account balances in the NAL Plan to the FNFG 401(k) Plan. (e) Immediately prior to the Closing Date, NAL shall take all necessary actions to cease any additional benefit accruals pursuant to the Employees Retirement Plan of NAL. (f) FNFG and NAL may wish to provide retention bonuses to employees of NAL who remain employed at NAL through the Effective Time, or at FNFG for an interim period following the Effective Time through conversion. FNFG and NAL will mutually agree as to each NAL employee eligible to receive a retention bonus and the amount of each such retention bonus. The aggregate amount of such retention bonuses may be up to $2 million. (g) Prior to the Closing Date, NAL shall amend Section 6.01 of the NAL Severance Plan (the “Severance Plan”) to provide that in the event of a change in control (as defined in the Severance Plan), the Severance Plan may not be terminated or amended to reduce the benefits provided under the Severance Plan for a period of 12 months from the Closing Date, except as set forth in Section 8.08 of the Severance Plan, and except that any NAL employee whose employment terminates within 12 months after the Closing Date and who is entitled to receive benefits under the Severance Plan shall receive benefits under the Severance Plan as in effect as of the date of any such employee’s termination of employment. (h) FNFG agrees to provide outplacement services to eligible Covered Employees who are terminated by FNFG or its affiliates following the Merger due to relocation or consolidation of operations in accordance with the terms and conditions of the FNFG Benefit Arrangements. (i) Except as Previously Disclosed, FNFG agrees to honor the terms of all NAL Benefit Arrangements Previously Disclosed, with certain of the payments under such Benefit Arrangements to be accelerated as Previously Disclosed. FNFG agrees that completion of the Merger will constitute a “Change in Control” for purposes of the NAL Benefit Arrangements.

Benefit Plans. Following (a) Schedule 3.14(a) sets forth a list of all Company Benefit Plans. A copy of each Company Benefit Plan, and all contracts relating thereto, or to the Effective Timefunding thereof, Parent shall has been supplied to Purchaser, along with an accurate written description of each Company Benefit Plan that is not in written form. To the extent applicable, the most recent annual report, actuarial report, accountant’s opinion of the plan’s financial statements, summary plan description, summaries of material modification and summary of benefits and coverage, IRS determination or opinion letter with respect to each Company Benefit Plan, and a current schedule of assets held with respect to any funded Company Benefit Plan, has been supplied to Purchaser. (b) All Company Benefit Plans comply in form with all requirements of applicable Law and have been administered in all material respects in accordance with their terms and with all applicable requirements of Law, and, no event has occurred that will or would reasonably be expected to cause service performed any such Company Benefit Plan to fail to comply with such requirements and no notice has been issued by any Governmental Authority questioning or challenging such compliance. All Company Benefit Plans that are subject to Section 409A of the Code comply with Section 409A in form and have been administered in accordance with their terms and Section 409A of the Code. (c) Each Company Benefit Plan that is an employee pension benefit plan is the subject of a favorable determination or opinion letter issued by the IRS with respect to the qualified status of such plan under Section 401(a) of the Code and the tax-exempt status of any trust that forms a part of such plan under Section 501(a) of the Code; all amendments to any such plan for which the remedial amendment period (within the meaning of Section 401(b) of the Code and applicable regulations) has expired are covered by a favorable IRS determination letter; and no event has occurred that will or would reasonably be expected to give rise to disqualification of any such plan under such sections. None of the assets of any Company Benefit Plan are invested in employer securities or employer real property. (d) There have been no “prohibited transactions” (as described in Section 406 of ERISA or Section 4975 of the Code) with respect to any Company Benefit Plan and neither the Company nor any of its ERISA Affiliates has engaged in any prohibited transaction. There are no actions, suits or claims (other than routine claims for benefits) pending or threatened involving any Company Benefit Plan or the assets thereof and no facts exist that could give rise to any such actions, suits or claims (other than routine claims for benefits). (e) There have been no acts or omissions by the Company or any of its ERISA Affiliates that have given rise to or would reasonably be expected to give rise to interest, fines, penalties, taxes or related charges under Section 502 of ERISA or Chapters 43, 47, 68 or 100 of the Code for which the Company or any of its ERISA Affiliates may be liable or under Section 409A of the Code for which the Company or any of its ERISA Affiliates or any participant in any Company Benefit Plan that is a nonqualified deferred compensation plan (within the meaning of Section 409A of the Code) may be liable. (f) Except as set forth on Schedule 3.14(f), none of the execution and delivery of this Agreement or the consummation of the Transactions (either alone or in combination with any other event) will (i) entitle any current employees or former director, officer, employee or independent contractor of the Company to any compensation or benefit under any Company Benefit Plan or otherwise, (ii) accelerate the time of payment or vesting, or trigger any payment or funding, of any compensation or benefits or trigger any other obligation under any Company Benefit Plan or otherwise, (iii) increase the amount of compensation or benefits due to any current or former director, officer, employee or independent contractor of the Company (or their beneficiaries), or (iv) result in any breach or violation of, default under or limit the Company’s right to amend, modify or terminate any Company Benefit Plan. No payments or benefits contemplated by the Company Benefit Plans or otherwise would, in the aggregate, constitute excess parachute payments (as defined in Section 280G of the Code (without regard to subsection (b)(4) thereof)). Neither the Company nor any of its ERISA Affiliates is a nonqualified entity within the meaning of Section 457A of the Code. No Company Benefit Plan or any contract, agreement, plan, policy, or arrangement with any employee, officer, director, consultant or independent contractor of the Company or any of its ERISA Affiliates provides for a “gross-up” or similar payment in respect of any taxes that may become payable under Sections 409A or 4999 of the Code. (g) Neither the Company nor any of its ERISA Affiliates has now or at any time had an obligation to contribute to, or any Liability with respect to: (i) a plan subject to Title IV of ERISA, (ii) a Multiemployer Plan, (iii) a “multiple employer plan” within the meaning of Section 413(c) of the Code, (iv) a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA, or (v) any post-retirement medical or life insurance benefits, other than statutory liability for providing group health plan continuation coverage under Part 6 of Title I of ERISA and Section 4980B of the Code or applicable state Law at the sole cost of the individual. (h) Actuarially adequate accruals for all obligations under the Company Benefit Plans are reflected in the Financial Statements and such obligations include a pro rata amount of the contributions that would otherwise have been made in the Ordinary Course of Business and applicable Law for the plan years that include the Closing Date. (i) There has been no act or omission that would impair the ability of the Company and its Subsidiaries (and or any predecessor entitiessuccessor thereto) to be taken into account for purposes unilaterally amend or terminate any Company Benefit Plan. (j) With respect to each Company Benefit Plan which is a group health plan (as defined in Section 5001(b)(1) of eligibility and vesting (but not for purposes of pension benefit accrualthe Code), and for purposes the Company has complied, in all material respects, with the requirements of determining severance (to the extent applicable), vacation and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries in which employees Section 4980B of the Code. The Company participate to the extent such service was credited by the Company and its Subsidiaries under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit plan of Parent or any of its Subsidiaries. Company employees who, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees of the Company become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered has offered its full-time employees (as defined under the applicable medical, health or dental plans Section 4980H of the Company Code and the underlying regulations and guidance) the ability to elect minimum essential coverage that provides minimum value and is affordable for themselves, such that there will not be any liability or excise tax under Section 4980H(a) or (b) of the Code, and (ii) waive has met its reporting obligation under Sections 6055 and 6056 of the Code (as applicable). No event has occurred, and no conditions or circumstances exist, that would reasonably be expected to subject the Company, or any waiting period limitation Company Benefit Plan, to penalties or evidence excise taxes under Sections 4980D or 4980H of insurability requirement which would otherwise be applicable to such employee on the Code or after any other provision of the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan prior to the Effective TimeHealthcare Reform Laws.

Benefit Plans. Following (a) As soon as administratively practicable after the Effective Time, Parent FNB shall take all reasonable action so that employees of ANNB and the ANNB Subsidiaries shall be entitled to participate in each FNB Benefit Plan of general applicability with the exception of FNB’s defined benefit pension plan and any other plan frozen to new participants (collectively, the “FNB Eligible Plans”) to the same extent as similarly-situated employees of FNB and its Subsidiaries, it being understood that inclusion of the employees of ANNB and the ANNB Subsidiaries in the FNB Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding ANNB Benefit Plans until such employees are permitted to participate in the FNB Eligible Plans and provided further, however, that nothing contained in this Agreement shall require FNB or any of its Subsidiaries to make any grants to any former employee of ANNB under any discretionary equity compensation plan of FNB or to provide the same level of (or any) employer contributions or other benefit subsidies as ANNB or the ANNB Subsidiaries. FNB shall cause service performed by current each FNB Eligible Plan in which employees for of ANNB and the Company and its ANNB Subsidiaries (and any predecessor entities) are eligible to be taken into account for purposes of eligibility and vesting (but not for purposes of pension benefit accrual)participate to recognize, and for purposes of determining severance (eligibility to participate in, and vesting of, benefits under the FNB Eligible Plans, the service of such employees with ANNB and the ANNB Subsidiaries to the same extent applicable), vacation and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries in which employees of the Company participate to the extent as such service was credited for such purpose by ANNB or the Company and its Subsidiaries under similar benefit plans; ANNB Subsidiaries, provided, however, that Parent or its Subsidiaries may provide such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those ANNB Benefit Plans that correspond to FNB Eligible Plans until employees continue of ANNB and the ANNB Subsidiaries are included in such FNB Eligible Plans, nothing in this Agreement shall limit the ability of FNB to participate in any Employee Plan amend or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit plan of Parent or terminate any of its Subsidiaries. Company employees who, as of the ANNB Benefit Plans in accordance with and to the extent permitted by their terms at any time permitted by such terms. (b) At the Effective Time, are eligible FNB shall make the payments as set forth on Schedule 6.6(b)(1) to each employee identified therein unless such individual employee (i) is offered a position upon or prior to Closing and (ii) has accepted such position upon or prior to Closing. Following the consummation of the Merger and for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absenceone year thereafter, FNB shall, to the extent earned not duplicative of other severance benefits, pay employees of ANNB or its Subsidiaries whose employment is terminated by FNB for reasons other than cause, the amounts specified in Schedule 6.6(b)(2). (c) With respect to the individuals set forth in Schedule 6.6(c) who are entitled to benefits under the Supplemental Executive Retirement Plans (“SERPs”) and the Life Insurance Endorsement Method Split Dollar Plan Agreements (“Split Dollar Agreements”) identified as of the Effective Timesuch on Schedule 6.6(c), FNB will work in good faith with ANNB to honor, assume and discharge in a manner consistent with applicable law ANNB’s payment obligations to such individuals under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of SERPs and Split Dollar Agreements. (d) At such policy. When time as employees of ANNB and the Company ANNB Subsidiaries become eligible to participate in a medical, dental or health plan of ParentFNB or its Subsidiaries, FNB shall, to the extent permissible under the applicable benefit planreasonably practicable and available from its insurers, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were are covered under the applicable medical, health or dental plans of the Company FNB and (ii) waive any waiting period limitation or evidence of insurability requirement which that would otherwise be applicable to such employee or dependent on or after the Effective Time to the extent such employee or dependent had satisfied any similar limitation or requirement under an analogous Company plan ANNB Benefit Plan prior to the Effective Time. (e) ANNB shall adopt such Board resolutions and take such other action as FNB may reasonably request to cause the BankAnnapolis 401(k) Plan (the “Plan”) to be terminated immediately prior to the Effective Time (the “Plan Termination Date”) and the accounts of all participants and beneficiaries in the Plan as of the Plan Termination Date to become fully vested as of the Plan Termination Date. As soon as practicable after the Effective Time, FNB shall file or cause to be filed all necessary documents with the IRS for a determination letter that the termination of the Plan as of the Plan Termination Date will not adversely affect the Plan’s qualified status. FNB shall use its reasonable best efforts to obtain such favorable determination letter; including, but not limited to, adopting such amendments to the Plan as may be requested by the IRS as a condition to its issuance of a favorable determination letter. As soon as practicable following the receipt of a favorable determination letter from the IRS regarding the qualified status of the Plan upon its termination, the account balances in the Plan shall be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. FNB agrees, to the extent permitted by Applicable Law, to permit Plan participants who become employees of FNB and its Subsidiaries to roll over their account balances in the Plan and loans from the Plan to the FNB 401(k) Plan. (f) Immediately prior to the Effective Time, ANNB shall, at the written request of FNB, freeze or terminate each ANNB Benefit Plan as is requested by FNB, provided that such request is consistent with FNB’s obligations under Section 6.6(a). (g) In order to assist with a smooth transition of the operations of ANNB and the ANNB Subsidiaries and the transactions which this Agreement contemplates, on the Closing Date, FNB shall enter into an employment or similar agreement with ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (the “Executive”) in substantially the form attached to Schedule 6.6(g). (h) For the purpose of providing retention bonuses for certain employees of ANNB and the ANNB Subsidiaries, FNB shall make available the retention pool specified on Schedule 6.6(h) (the “Retention Pool”). Such Retention Pool shall be payable in the manner specified in Schedule 6.6(h).

Benefit Plans. Following the Effective Time(a) For a period of at least through December 31, 1998, Parent shall cause service performed by the Surviving Corporation to continue to maintain the Company's existing compensation, severance, welfare and pension benefit plans, programs and arrangements (other than any stock based plans, programs and arrangements) for the benefit of current and former employees for of the Company and its Subsidiaries subsidiaries (and subject to such modification as may be required by applicable law or to maintain the tax exempt status of any predecessor entities) such plan which is intended to be taken into account for purposes of eligibility and vesting (but not for purposes of pension benefit accrual), and for purposes of determining severance (to the extent applicable), vacation and other paid time off entitlements (to the extent applicable), qualified under the benefit plans of Parent and its Subsidiaries in which employees Section 401(a) of the Company participate to the extent such service was credited by the Company and its Subsidiaries under similar benefit plansCode); provided, however, that (i) nothing herein shall prohibit Parent from replacing any such existing plan, program or its Subsidiaries may arrangement with a plan, program or arrangement which provide that such employees continue with benefits which are not less favorable in the aggregate than the benefits that would have been provided under such existing plan, program or arrangement to participate the extent such replacement is permitted under the terms of the applicable plan, program or arrangement and (ii) nothing herein shall obligate Parent to provide such employees with any stock based compensation (including, without limitation, stock options or stock appreciation rights) after the Effective Time. (b) In light of Parent's desire that the Surviving Corporation provide appropriate employee incentives in any Employee Plan or International Plan the future, Parent agrees to institute during the one-year period following the Effective Time until such practicable date as they commence participation in an applicable a new performance-based incentive compensation plan for the benefit of employees of the Surviving Corporation and its subsidiaries. (c) All service credited to each employee by the Company through the Effective Time shall be recognized by Parent for all purposes, including for purposes of 40 34 eligibility, vesting and benefit accruals under any employee benefit plan of provided by the Surviving Corporation or Parent or any of its Subsidiaries. Company employees who, as for the benefit of the Effective Timeemployees; provided, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absencehowever, that, to the extent earned as necessary to avoid duplication of benefits, amounts payable under employee benefit plans provided by the Surviving Corporation or Parent may be reduced by amounts payable under similar Company plans with respect to the same periods of service. (d) Parent hereby agrees to cause the Surviving Corporation to honor (without modification) and assume, and hereby guarantees the Surviving Corporation's performance of, the employment agreements, executive termination agreements and individual benefit arrangements listed in Section 4.12(h) of the Effective TimeDisclosure Schedule, under such policy all as in effect on the date hereof or a substantially identical sabbatical or leave of absence policy of Parent as amended after the Effective Time date hereof with Parent's consent pursuant to the terms of such policy. When employees of the Company become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan prior to the Effective TimeSection 6.01.

Benefit Plans. Following (a) It is the intention of United that within a reasonable period of time following the Effective TimeTime (i) it will provide employees of Premier with employee benefit plans substantially similar in the aggregate to those provided to similarly situated employees of United, Parent (ii) United shall cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the Compensation and Benefit Plans) and eligibility waiting periods under group health plans to be waived with respect to such participants and their eligible dependents, and (iii) all Premier employees will receive credit for years of service performed by current employees for the Company with Premier and its Subsidiaries (and any predecessor entities) predecessors prior to be taken into account the Effective Time for purposes of eligibility and vesting (but not for purposes of pension benefit accrual), and for purposes of determining severance (to the extent applicable), vacation and other paid time off entitlements (to the extent applicable), ) under the United’s benefit plans. United shall maintain Premier’s existing employee benefit plans until such time as United has provided similar plans to Premier’s employees as contemplated in the preceding sentence. Premier employees shall not be entitled to accrual of Parent benefits or allocation of contributions under United’s benefit plans based on years of service with Premier and its Subsidiaries in which employees of the Company participate to the extent such service was credited by the Company and its Subsidiaries under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit plan of Parent or any of its Subsidiaries. Company employees who, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees of the Company become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan predecessors prior to the Effective TimeDate. (b) United agrees that each Premier employee who is involuntarily terminated by United (other than for cause) within six (6) months of the Effective Date, shall receive a severance payment equal to two (2) weeks of base pay (at the rate in effect on the termination date) for each year of service at Premier (with credit for partial years of service), with a maximum payment equal to twenty-six (26) weeks of base pay. (c) Immediately prior to the Effective Date, Premier shall take such action as may be necessary to terminate its 401(k) plan. Following the receipt of a favorable determination letter from the IRS relating to the termination of the 401(k) plan, the assets of the plan shall be distributed to participants as provided in the plan. In the event a favorable ruling is not issued, Premier agrees that termination of the 401(k) plan shall not occur and the 401(k) plan shall be merged with United’s 401(k) plan.

Benefit Plans. (a) For one year after the Effective Time, Parent shall either (i) cause the Surviving Corporation to continue to sponsor and maintain the Employee Plans (except for any Company Stock Plan), or (ii) provide benefits to the employees of the Company who continue to be employed by the Surviving Corporation (the "Company Employees") under employee benefit plans, programs, policies or arrangements that in the aggregate are substantially similar to those benefits provided to the Company Employees by the Company immediately prior to the Closing Date (excluding any stock option or other equity compensation plan or program). With respect any employee benefit plan, program, policy or arrangement (other than stock options or stock based compensation) sponsored or maintained by Parent and offered to the Company Employees in addition to or as a substitute for the Employee Plans, Parent shall give the Company Employees service credit for their employment with the Company for eligibility and vesting purposes as if such service had been performed with Parent. If Parent offers health benefits to the Company Employees under a group health plan that is not a Employee Plan, Parent shall waive any pre-existing condition exclusions under such group health plan to the extent coverage exists for such condition under the Employee Plan and shall credit each Company Employee with all deductible payments and co-payments paid by such Company Employee under the Company's health plan prior to the Closing Date during the current plan year for purposes of determining the extent to which any such Company Employee has satisfied his or her deductible and whether he or she has reached the out-of-pocket maximum under any health plan for such plan year. (b) Following the Effective Time, Parent shall cause service performed by current employees for the Surviving Corporation and the Subsidiaries to honor (subject to this Section 6.4 and Section 6.5) all obligations under all of the employment, severance, consulting and similar agreements of the Company and its Subsidiaries existing on the date hereof that are set forth on Schedule 6.4(b). (and c) Nothing herein shall be construed as giving any predecessor entities) to be taken into account for purposes of eligibility and vesting (but not for purposes of pension benefit accrual), and for purposes of determining severance (to the extent applicable), vacation and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries in which employees employee of the Company participate to the extent such service was credited by the Company and its Subsidiaries under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit plan of Parent or any of its Subsidiaries. Company employees whoSubsidiary, except as of the Effective Timeset forth in Schedule 6.4(c), are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible any right to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees of the Company become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan prior to continued employment following the Effective Time.

Benefit Plans. Following (a) From and after the Effective Time, Parent shall cause service performed by current agrees that any former employees for of the Company and or any of its Subsidiaries who continue employment with Parent or its Subsidiaries (such employees “Continuing Employees”) will be eligible to participate in the employee benefit plans of Parent (including any severance plan maintained by Parent) on substantially the same terms and any predecessor entities) conditions of similarly situated employees of Parent. Parent will cause such employee benefit plans to be taken take into account for purposes of eligibility and vesting (but not for purposes of pension benefit accrual)thereunder service by such Continuing Employees as if such service were with Parent, and for purposes of determining severance (to the same extent applicable), vacation and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries in which employees of the Company participate to the extent that such service was credited by under a comparable plan of the Company and its Subsidiaries under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit plan of Parent or any of its Subsidiaries. Company employees who, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, Subsidiaries (except to the extent earned as it would result in a duplication of benefits). Nothing herein shall limit the ability of Parent to (i) amend or terminate any of the Effective Time, under such policy Benefit Plans in accordance with their terms at any time or a substantially identical sabbatical (ii) to retain or leave terminate the employment of absence policy any particular Employee. (b) If any of Parent after the Effective Time pursuant to the terms of such policy. When employees Continuing Employees of the Company or any of its Subsidiaries become eligible to participate in a medical, dental or health plan of Parent, Parent shall use commercially reasonable efforts to cause, to the extent permissible under the applicable benefit planpracticable, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, dental or health or dental plans of the Company or any of its Subsidiaries, (ii) honor under such plans any deductible, co-payment and out-of-pocket expenses incurred by such Continuing Employees and their beneficiaries during the portion of the calendar year prior to such participation and (iiiii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan prior to the Effective Time. (c) Effective as of no later than the day immediately preceding the Effective Time, the Company shall provide Parent with evidence that the Fallbrook National Bank 401(k) Profit Sharing Plan is in the process of being terminated pursuant to resolutions of the Company Board that are effective as of no later than the day immediately preceding the Effective Time, provided, however, that the effectiveness of such termination may be conditioned on the consummation of the Merger. The form and substance of such resolutions shall be subject to the review and reasonable and timely approval of Parent. The Company also shall take such other actions in furtherance of terminating the Fallbrook National Bank 401(k) Profit Sharing Plan as Parent may reasonably require, provided, however, that the effectiveness of any such actions may be conditioned on the consummation of the Merger. Parent shall, and shall cause its Affiliates to, designate a tax-qualified defined contribution plan of Parent or one of its Affiliates (such plan(s), the “Parent 401(k) Savings Plan”) that either (i) currently provides for the receipt from Continuing Employees of “eligible rollover distributions” (as such term is defined under Section 402 of the Code) or (ii) shall be amended as soon as practicable following the Effective Date to provide for the receipt from the Continuing Employees of eligible rollover distributions. Each Eligible Employee who is a participant in the Parent 401(k) Savings Plan shall be given the opportunity to receive a distribution of his or her account balance and shall be given the opportunity to elect to “roll over” such account balance to the Parent 401(k) Savings Plan, subject to and in accordance with the provisions of such plan(s) and applicable law. The Company shall cooperate with Parent to terminate on terms mutually agreeable to the parties hereto and, if consent of participants is required by the applicable agreement or plan document or, in the reasonable judgment of the administrator of such Company program, by applicable Law, the participants in any salary continuation agreements, supplemental executive retirement plans, executive bonus agreements and any other non-qualified deferred compensation plan (collectively “Deferred Compensation Programs”), all Deferred Compensation Programs, whether or not subject to Section 409A of the Code, subject to the prior satisfaction or waiver of all the Company’s conditions set forth in Article VII of this Agreement, on or prior to the Effective Time, including the termination or transfer of any insurance policy obtained in connection therewith and shall, at the request of the Parent, cooperate with Parent in seeking from such participants their approval of amendments to any such Deferred Compensation Program to allow for lump sum payments, in lieu of any continued payments that may be required thereunder, on terms agreed upon by the parties and such participants.

Benefit Plans. Following (a) Effective as of the Effective TimeClosing, Parent shall provide that all retained employees of IPC and its subsidiaries, who are not subject to collective bargaining agreements, shall participate in IPC's existing employee benefit plans through December 31, 2000, and thereafter, either shall continue to participate in any or all of such plans or, at the option of the Parent, shall participate in Parent's benefit plans (other than those plans that are the subject of collective bargaining) on a basis no less favorable in the aggregate than similarly situated employees of Parent and its subsidiaries and, with respect to employees who are the subject of collective bargaining agreements, all benefits and other terms and conditions of employment shall be provided in accordance with the applicable collective bargaining agreement; provided, however, that for purposes of the foregoing, no Stock Plan or other plan, program or arrangement related to the stock of IPC or its subsidiaries shall be considered nor shall Parent or any affiliate thereof have any obligation to issue or provide any benefits related to the stock of IPC or its subsidiaries, other than as provided in Section 2.03. In the event that any employee of IPC or its affiliates is transferred to Parent or any affiliate of Parent or becomes a participant in an employee benefit plan, program or arrangement maintained by or contributed to by the Surviving Corporations or their affiliates, Parent shall cause such plan, program or arrangement to treat the prior service performed by current employees for the Company and of such employee with IPC or its Subsidiaries (and any predecessor entities) to be taken into account for purposes of eligibility and vesting (but not for purposes of pension benefit accrual)affiliates, and for purposes of determining severance (to the extent applicable), vacation and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries in which employees of the Company participate to the extent such prior service was credited by is recognized under the Company and its Subsidiaries under similar benefit planscomparable plan, program or arrangement of IPC, as service rendered to the Surviving Corporations or their affiliates, as the case may be; provided, however, that Parent may cause a reduction of benefits under any such plans, programs or its Subsidiaries may provide that such employees continue arrangements to participate in the extent necessary to avoid duplication of benefits with respect to the same covered years of service and with respect to any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable defined benefit pension plan of Parent or any affiliate of its Subsidiaries. Company employees whoParent, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy no such prior service shall be eligible recognized for any purposes other than eligibility to take paid sabbatical leaves participate or vesting of absence, to benefits. (b) To the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When that retained employees of the Company IPC and its subsidiaries become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible under the applicable plans sponsored by Parent and its subsidiaries (other than Companies' benefit planplans), Parent shall cause each such plan to (i) waive any all limitations as to preexisting condition limitations exclusions and waiting periods with respect to participation and coverage requirements applicable to such employees and their respective dependents under any welfare benefit plans that such employees and dependents may be eligible to participate in, effective on or after the Closing Date, but only to the extent that such exclusions and waiting periods were inapplicable or satisfied under the analogous benefit plan of the Companies and (ii) provide each such employee or dependent with credit for any co-payments and deductibles paid prior to the Closing Date in respect of the plan year in progress at the time such participation begins in satisfying any applicable co-payment, deductible or out-of-pocket requirement under any analogous welfare plans that such employees or dependents are eligible to participate in on or after the Closing Date, but only to the extent such conditions were covered co-payment, deductible or out-of-pocket requirements would be deemed satisfied under the applicable medical, health or dental plans analogous benefit plan of the Companies. (c) Parent shall cause the Surviving Corporations to honor, in accordance with their terms as in effect on the date hereof, any individual employment, change in control, severance, retirement or termination agreement between a Company or any subsidiary thereof, on the one hand, and (iiany current or former officer, director or employee of such Company or subsidiary, on the other hand that has been made available to Parent and is listed in Section 5.06(c) waive any waiting period limitation or evidence of insurability requirement which would otherwise the Disclosure Schedule. As soon as practicable following the Closing, Parent will cause to be applicable to such employee on or after the Effective Time issued to the extent such employee had satisfied any similar limitation officers or requirement under an analogous Company plan prior employees of IPC and IXnet options to purchase Parent Common Stock as set forth in Section 5.06(c) of the Disclosure Schedule. (d) Parent agrees that subject to the Effective Time.Option Limitation Agreement and the amendments to the Stock Plans referred to in Section 2.04(a) hereof, the approval of this Merger Agreement by the Stockholders of IPC and IXnet shall constitute a "Change of Control" within the meaning of the Stock Plans, the IXnet Stock Option Certificate for Executives, and the Employment Agreement dated July 1, 1999 between Gera▇▇ ▇▇▇▇▇ ▇▇▇ International Exchange Networks, Ltd.

Benefit Plans. Following (a) The Seller Disclosure Schedule lists (i) all Employee Benefit Plans of Seller or any Subsidiary thereof, (ii) all employment contracts (x) between Seller and any of its employees and (y) between any Subsidiary of Seller, on the Effective Timeone hand, Parent shall cause service performed by current employees for the Company and its Subsidiaries managing director (and or person performing similar functions) or any predecessor entities) to be taken into account for purposes of eligibility and vesting (but not for purposes of pension benefit accrual)other employee whose annual compensation exceeds $150,000, on the other hand, and for purposes (iii) all plans and arrangements pursuant to which the Seller or any of determining severance (to the extent applicable), vacation and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries is, or may be or become, obligated to make any payment in which employees excess of $150,000, to confer any material benefit upon or accelerate the vesting or exercisability of any benefit for any officer, director, employee or agent of Seller or any of its Subsidiaries as a result of or in connection with any of the Company participate to the extent such service was credited transactions contemplated by the Company and its Subsidiaries under similar benefit plansthis Agreement; provided, however, that Parent no such disclosure shall be required of any Employee Benefits Plan that Seller or any of its Subsidiaries may is required to provide that such under applicable law. (i) Seller and its Subsidiaries have complied with all laws relating to the employment of labor, including provisions thereof relating to wages, hours, equal opportunity, and collective bargaining except where the failure so to comply could not reasonably be expected to have a Material Adverse Effect on Seller, (ii) no labor dispute with employees continue of Seller exists or, to participate the knowledge of Seller, is threatened, except as could not reasonably be expected to have a Material Adverse Effect on Seller, (iii) each Employee Benefit Plan conforms in all material respects to, and its administration is in conformity in all material respects with, all applicable laws, no material liability has been or is expected to be incurred by Seller with respect to any Employee Benefit Plan except for benefits payable or International Plan following contributions due under the Effective Time until terms of such practicable date plans, and full payment has been made of all amounts that Seller is required to have paid as they commence participation a contribution to each Employee Benefit Plan, (iv) Seller has made available to the Surviving Company a true and correct copy of each of the Employee Benefit Plans and all contracts relating thereto or to the funding thereof, (v) all Employee Benefit Plans intended to satisfy applicable tax qualification requirements or other requirements necessary to secure favorable tax or other legal treatment comply in an applicable benefit plan all material respects with such requirements and (vi) appropriate accruals for all obligations under the Employee Benefit Plans are reflected in the financial statements of Parent Seller. (c) There are no pending or, to the knowledge of Seller, threatened claims for indemnification by Seller or any of its Subsidiaries in favor of directors, officers, employees and agents of Seller or any of its Subsidiaries. Company employees who, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees of the Company become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan prior to the Effective Time.

Benefit Plans. Following the Effective Time, Parent shall cause service performed by current employees for the Company and its Subsidiaries (and any predecessor entities) to be taken into account for purposes of eligibility and vesting (but not for purposes of pension benefit accrual), and for purposes of determining severance (to To the extent applicable)permitted by applicable Law, vacation and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries in which employees of the Company participate to the extent such service was credited by the Company and its Subsidiaries under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable Lova will cause each benefit plan of Parent Lova or an applicable Lova Subsidiary in which any of its Subsidiaries. Company employees whoContinuing Employee participates that is a health or welfare benefit plan (collectively, as of the Effective Time, are eligible for sabbaticals under the Company“Lova’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees of the Company become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan Benefit Plans”) to (i) waive any all limitations as to preexisting condition conditions, exclusions and service conditions with respect to participation and coverage requirements applicable to Continuing Employees, other than limitations that were in effect with respect to such Continuing Employees as of the extent such conditions were covered Business Transfer Date under the applicable medicalcorresponding Compensation and Benefit Plan, health or dental plans of the Company and (ii) honor any payments, charges and expenses of such Continuing Employees (and their eligible dependents) that were applied toward the deductible and out-of-pocket maximums under the corresponding Compensation and Benefit Plan in satisfying any applicable deductibles, out-of-pocket maximums or co-payments under a corresponding Lova’s Benefit Plan during the same plan year in which such payments, charges and expenses were made, and (iii) with respect to any medical plan, waive any waiting period limitation or evidence of insurability requirement which that would otherwise be applicable to such employee on or after a Continuing Employee following the Effective Time Business Transfer Date to the extent such employee had satisfied any similar limitation under the corresponding Compensation and Benefit Plan. Additionally, to the extent that any Continuing Employee has begun a course of treatment with a physician or requirement other service provider who is considered “in network” under an analogous Company plan a Compensation and Benefit Plan and such course of treatment is not completed prior to the Effective TimeDistribution, Lova will undertake with commercially reasonable diligence to arrange for transition care, whereby such Continuing Employee may complete the applicable course of treatment with the pre-transaction physician or other service provider at “in network” rates.

Benefit Plans. Following After the Effective Time, Parent shall cause service performed by current all employees for of the Company and who are employed by Parent or its Subsidiaries (and any predecessor entities) subsidiaries shall, at the option of Parent, either continue to be taken into account for purposes eligible to participate in an "employee benefit plan", as defined in Section 3(3) of eligibility and vesting ERISA (but not for purposes of pension benefit accrualan "EMPLOYEE BENEFIT PLAN"), of the Company which is, at the option of Parent, continued by Parent, or alternatively shall be eligible to participate in the same manner as other similarly situated employees of Parent in any Employee Benefit Plan, sponsored or maintained by Parent after the Effective Time. With respect to each such Employee Benefit Plan of Parent, service with the Company or any of its subsidiaries and the predecessor of any of them shall be included for purposes of determining severance eligibility to participate, vesting (if applicable) and determination of the level of entitlement to, benefits under such Employee Benefit Plan. Parent shall, or shall cause its subsidiaries to, (i) waive all limitations, as to the extent applicable), vacation preexisting conditions exclusions and other paid time off entitlements (waiting periods with respect to the extent applicable), under the benefit plans of Parent participation and its Subsidiaries in which coverage requirements applicable to all employees of the Company participate to the extent such service was credited who are employed by the Company and its Subsidiaries Parent under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide any welfare plan that such employees continue may be eligible to participate in any Employee Plan or International Plan following after the Effective Time until Time, other than limitations or waiting periods that are already in effect with respect to such practicable date as they commence participation in an applicable benefit plan of Parent or any of its Subsidiaries. Company employees who, and that have not been satisfied as of the Effective Time, are eligible Time under any welfare plan maintained for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees of the Company become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan immediately prior to the Effective Time, and (ii) provide each such employee of the Company who is employed by Parent with credit for any co-payments and deductibles paid prior to the Effective Time for the plan year within which the Effective Time occurs in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time.

Benefit Plans. Following (a) From the Effective Time through the first anniversary thereof (the “Continuation Period”), Parent shall provide, or cause to be provided to each employee of the Company or any of its Subsidiaries as of immediately prior to the Effective Time (such employees “Continuing Employees”) who continues employment with Parent or any of its Subsidiaries following the Effective Time: (i) base salary and incentive compensation opportunities that are no less favorable, in the aggregate, than the base salary and incentive compensation opportunities provided to such Continuing Employee immediately prior to the Effective Time; (ii) employee benefits (other than severance benefits) that are no less favorable, in the aggregate, than the employee benefits provided to similarly situated employees of Parent; and (iii) other than with respect to the employees of the Company set forth on Section 5.12 of the Company Disclosure Schedule, severance payments and benefits that are at a level at least equal to the greater of those to which a Continuing Employee would be entitled (taking into account the service crediting provisions of the following sentence and without regard to any reduction after the Effective Time in compensation paid to such Continuing Employee) under the severance plan or policy of the Company or its Subsidiaries applicable to such Continuing Employee immediately prior to the Effective Time, or under the severance plan or policy of Parent shall or its Subsidiaries applicable to similarly situated employees of Parent and its Subsidiaries at the time of termination, if such Continuing Employee experiences, at any time during the Continuation Period, a termination of employment under circumstances that would entitle such Continuing Employee to severance payments and benefits under such severance plan or policy. Parent will cause each of its employee benefit and compensation plans to take into account, for purposes of eligibility, vesting, levels of benefits and benefit accrual thereunder, the service performed by current employees for of the Continuing Employees with the Company and its Subsidiaries (and including without limitation any predecessor entities) to be taken into account for purposes of eligibility and vesting (but not for purposes of pension benefit accrual)as if such service were with Parent, and for purposes of determining severance (to the same extent applicable), vacation and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries in which employees of the Company participate to the extent that such service was credited by under a comparable plan of the Company and or any of its Subsidiaries (except to the extent it would result in a duplication of benefits for the same period of service and other than for benefit accrual purposes under similar any defined benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit pension plan of Parent or any of its Subsidiaries. Company employees who, as of ). (b) From and after the Effective Time, are eligible for sabbaticals under without limiting the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as generality of the Effective Timelast sentence in Section 5.12(a), under such policy or a substantially identical sabbatical or leave of absence policy of with respect to each Continuing Employee (and their beneficiaries) Parent after the Effective Time pursuant to the terms of such policy. When employees of the Company become eligible to participate in a shall cause each disability medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause or its Subsidiaries in which each such plan Continuing Employee becomes eligible to participate to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable disability medical, dental or health or dental plans of the Company or any of its Subsidiaries, (ii) honor under such plans any deductible, co-payment and out-of-pocket expenses incurred by such Continuing Employees and their beneficiaries during the portion of the calendar year prior to commencement of participation in such Parent plan and (iiiii) waive any waiting period limitation or limitation, evidence of insurability requirement or actively-at-work requirement which would otherwise be applicable to such employee and their beneficiaries on or after the Effective Time to the extent such employee or beneficiary had satisfied any similar limitation or requirement under an analogous Company plan prior to the Effective Time. (c) Effective as of no later than the day immediately preceding the Effective Time, the Company shall provide Parent with a copy of a resolution or plan amendment evidencing that the Company’s 401(k) Plan is in the process of being terminated effective as of no later than the day immediately preceding the Effective Time; provided, however, that the effectiveness of such termination may be conditioned on the consummation of the Merger. The form and substance of such resolutions or plan amendment shall be subject to the review and reasonable and timely approval of Parent. The Company also may take such other actions in furtherance of terminating the Company’s 401(k) Plan as it determined to be reasonably appropriate; provided, however, that the effectiveness of any such actions may be conditioned on the consummation of the Merger. Parent shall, and shall cause its Affiliates to, designate a tax-qualified defined contribution plan of Parent or one of its Affiliates which provides benefits substantially similar to those provided under the the Company’s 401(k) Plan (such plan(s), the “Parent 401(k) Savings Plan”) that either (i) currently provides for the receipt from Continuing Employees of “eligible rollover distributions” (as such term is defined under Section 402 of the Code), including loans, or (ii) shall be amended prior to the Effective Time to provide for the receipt from the Continuing Employees of eligible rollover distributions, including loans. Each Continuing Employee who is a participant in the Company’s 401(k) Plan shall be eligible beginning on the first day of the month following the Closing Date to commence participation in the Parent 401(k) Savings Plan as of the Closing Date and given the opportunity to receive a distribution of his or her account balance under the Company’s 401(k) Plan and shall be given the opportunity to elect to “roll over” such account balance (including any outstanding loan) to the Parent 401(k) Savings Plan. (d) Nothing herein shall (i) be treated as an amendment to any particular Benefit Plan, (ii) limit the ability of Parent to amend or terminate any of the Benefit Plans in accordance with their terms at any time, (iii) limit the ability of Parent to retain or terminate the employment of any particular Continuing Employee or (iv) create any third-party beneficiary rights in any employee of the Company or any of its Subsidiaries, any beneficiary or dependent thereof, or any collective bargaining representative thereof, with respect to the compensation, terms and conditions of employment and/or benefits that may be provided to any Continuing Employee by Parent or its Subsidiaries or under any benefit plan which Parent or its Subsidiaries may maintain.

Benefit Plans. Following (a) As soon as administratively practicable after the Effective Time, Parent Plumas shall cause service performed take all reasonable action so that Employees that are employed by current Cornerstone and its Subsidiaries as of the Effective Time and will continue employment with Plumas or any of its Subsidiaries following the Effective Time (the “Continuing Employees”) shall be eligible to participate in each Plumas Benefit Plan of general applicability to the same extent as similarly-situated employees for the Company of Plumas and its Subsidiaries (it being understood that inclusion of the employees of Cornerstone and its Subsidiaries in the Plumas Benefit Plans may occur at different times with respect to different plans), provided that coverage or participation shall be continued under the corresponding Benefit Plans of Cornerstone and its Subsidiaries until such employees are permitted to transition from such Benefit Plans and participate or enroll in the Plumas Benefit Plans; and provided further, that nothing contained herein shall require Plumas or any predecessor entities) of its Subsidiaries to be taken into account make any grants to any former employee of Cornerstone and its Subsidiaries under any pension plans, deferred compensation plans, transaction or change in control bonus or incentive arrangements, retiree medical, discretionary equity or incentive compensation plan of Plumas or otherwise make available or establish any new employee benefit plans for or on behalf of the Continuing Employees if Plumas and its Subsidiaries do not offer a particular type of employee benefit plans to their similarly-situated employees. Plumas shall use reasonable best efforts to cause each Plumas Benefit Plan in which Continuing Employees are eligible to participate to recognize, for purposes of determining eligibility to participate in, and the vesting (of benefits, but not for purposes of equity grants or accrual of pension benefit accrual)benefits or service toward eligibility for any Retiree Welfare Plan, and for purposes of determining severance (to the extent if applicable), vacation and other paid time off entitlements (to the extent applicable), under the benefit plans Plumas Benefit Plans, the service of Parent such employees with Cornerstone and its Subsidiaries in which employees of the Company participate if and to the same extent as such service was credited for such purpose by the Company Cornerstone and its Subsidiaries under similar benefit plans; Subsidiaries, provided, however, that Parent such service shall not be recognized to the extent that such recognition would result in a duplication of benefits or to the extent not otherwise permissible under the terms of a Plumas Benefit Plan, and provided further, that an employee’s eligibility to participate will be governed by the eligibility criteria of the particular Plumas Benefit Plan. Nothing herein shall limit the ability of Plumas to amend or terminate any of the Plumas Benefit Plans or the Benefit Plans in accordance with their terms at any time. (b) Those employees of Cornerstone and its Subsidiaries (i) who are not offered employment by Plumas or its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following the Effective Time, who are not a party to an employment agreement or otherwise entitled to an existing severance package, change in control benefit or payments under any salary continuation plan, and who sign and deliver (and do not revoke) a termination and release agreement in a form acceptable to Plumas within forty-five (45) days of the Effective Time until such practicable date as they commence participation or (ii) who are terminated by Plumas without cause prior to the first anniversary of the Effective Time and deliver (and do not revoke) a termination and release agreement in a form acceptable to Plumas within forty-five (45) days of termination, shall be entitled to receive a single lump sum payment of severance in an applicable benefit amount equal to four (4) weeks of such employee’s regularly scheduled base salary or base wages at the time of termination of employment plus one additional week’s salary for every year of completed service before the Closing Date (prorated for any partial year), up to a maximum of twenty-four (24) weeks in the aggregate. If Cornerstone or any of its Subsidiaries has any other severance pay plan or arrangement, then any amounts paid pursuant to that plan or arrangement shall reduce the amount that the employee will receive under this Section 6.11(b) and in no event shall there be any duplication of Parent severance pay. Nothing contained in this Section 6.11(b) hereof shall be construed or interpreted to limit or modify in any way Plumas’s or its Subsidiaries’ at will employment policy or provide any third party beneficiary rights to employees of Cornerstone or any of its Subsidiaries. Company employees whoIn no event shall severance pay be taken into account in determining the amount of any other benefit (including but not limited to, as an individual’s benefit under any retirement plan or policy). For purposes of this Section 6.11(b), “cause” shall mean the Effective Timeemployee’s personal dishonesty, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible willful misconduct, breach of fiduciary duty involving personal profit, failure to take paid sabbatical leaves comply with any valid and legal directive of absencePlumas, Plumas Bank, Cornerstone and/or Cornerstone Bank failure to the extent earned as perform stated duties, violation of the Effective Timeany law, under such policy rule or a substantially identical sabbatical regulation (other than traffic violations or leave similar offenses) or order of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees of the Company become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan prior to the Effective TimeGovernmental Entity.

Benefit Plans. From the Effective Time until December 31, 1998, Acquiror shall cause the Surviving Corporation and its Subsidiaries to maintain for employees of the Company and its Subsidiaries who as of the Effective Time become employed by the Surviving Corporation or the Acquiror or any of their Subsidiaries (the "Covered Employees"), (a) salary and bonus opportunities (but explicitly excluding commissions and equity grant opportunities), (b) employee pension benefits in respect of plans intended to be qualified under Section 401(a) of the Code, (c) employee welfare benefits and (d) broad-based severance plans (the items covered in (a) through (d) hereinafter referred to as "Designated Benefits"), that are no less favorable, in the aggregate, than the Designated Benefits enjoyed by such Covered Employees immediately prior to the Effective Time. For purposes of all employee benefit plans, programs and arrangements maintained or contributed to by the Acquiror and its Subsidiaries (including without limitation, the Surviving Corporation), the Acquiror shall, or shall cause its Subsidiaries to, cause each such plan, program or arrangement to treat the prior service with the Company and its Subsidiaries of each Covered Employee (to the same extent such service is recognized under analogous plans, programs or arrangements of the Company or its Subsidiaries immediately prior to the Effective Time) as service rendered to the Acquiror or its Subsidiaries, as the case may be, solely for purposes of eligibility to participate and for vesting thereunder. Following the Effective Time, Parent the Acquiror shall cause service performed by current employees for the Company Surviving Corporation to cause any and its Subsidiaries (and any predecessor entities) to be taken into account for purposes of eligibility and vesting (but not for purposes of pension benefit accrual), and for purposes of determining severance all pre-existing condition limitations (to the extent applicable), vacation and other paid time off entitlements (such limitations did not apply to the extent applicable), a pre-existing condition under the benefit Compensation and Benefit Plans) and eligibility waiting periods under any health plans of Parent and its Subsidiaries in which employees of the Company participate to the extent such service was credited by the Company and its Subsidiaries under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees continue be waived with respect to participate in any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit plan of Parent or any of its Subsidiaries. Company employees Covered Employees who, as of immediately prior to the Effective Time, are participated in a health plan and their eligible for sabbaticals dependents. All discretionary awards and benefits under any employee benefit plans of the Company’s paid sabbatical leave policy Acquiror shall be eligible to take paid sabbatical leaves of absence, subject to the extent earned as discretion of the Effective Timepersons or committee administering such plans. The Acquiror shall honor, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When the Company Compensation and Benefit Plans Previously Disclosed, and to the extent consistent with applicable law, all employee benefit obligations to current and former employees of the Company become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan prior to the Effective Timeplans.

Benefit Plans. Following Parent shall provide, or cause to be provided, to each person who was an employee of the Company or its Subsidiaries immediately prior to the Effective TimeTime and who remains an employee of the Surviving Corporation or its Subsidiaries immediately following the Effective Time (“Continuing Employees”), for a period of not less than one (1) year from and after the Closing Date (or if shorter, for so long as such employee remains in such employment), compensation and employee benefits that are substantially comparable in the aggregate to such employee to the compensation and benefits provided by Parent shall cause service performed to similarly situated employees of Parent (but not taking into account the value of any equity or equity-related benefits or compensation for purposes of determining the value of the benefits provided by current employees for the Company and its Subsidiaries immediately prior to the Effective Time); provided, however, that nothing in this Agreement shall confer upon any Continuing Employee the right to continue in employment following the Effective Time, or is intended to interfere with Parent’s, the Surviving Corporation’s and its Subsidiaries’ rights (and any predecessor entitiesi) to be taken into account terminate the employment of any Continuing Employee for any reason or no reason following the Effective Time or (ii) to amend, modify or terminate any Company Employee Plan or Employee Agreement in the sole discretion of the Parent or Surviving Corporation, or the right of any Continuing Employee to terminate his or her own employment for any or no reason following the Effective Time. To the extent that Continuing Employees participate in any of Parent’s employee benefit plans, programs, policies and arrangements following the Effective Time, including, but not limited to, any severance plan, medical plan, dental plan, life insurance plan, Code Section 401(k) arrangement, vacation program or disability plan (collectively, the “Parent Benefit Plans”), such Continuing Employees shall receive credit for purposes of eligibility and vesting (but not for purposes of pension benefit accrual), and for purposes of determining severance (to the extent applicable), vacation and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries Benefit Plans in which employees of the Company such Continuing Employees participate solely to the extent such Continuing Employees’ were credited with service was credited by under comparable plans of the Company and or any of its Subsidiaries under similar benefit plansfor such purposes; provided, however, that no such employee shall be entitled to such credit (i) to the extent that it results in duplication of benefits, or (ii) for purposes of any incentive compensation or sabbatical plan, policy, program, agreement or arrangement, or any arrangement similar to the foregoing. With respect to any Parent or its Subsidiaries may provide Benefit Plan that such employees continue to participate in any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable is a welfare benefit plan maintained by Parent for the benefit of Continuing Employees on and after the Closing Date, Parent shall (1) cause there to be waived any eligibility requirements or pre-existing condition limitations solely to the extent permitted under such Parent Benefit Plan and solely to the extent such requirements and limitations were waived or attained under comparable plans maintained by the Company or any of its Subsidiaries. Company employees who, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees of the Company become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan Subsidiaries prior to the Effective Time, and (2) for the plan year that includes the Effective Time, give effect, in determining any deductible and maximum out-of-pocket limitations, amounts paid during the plan year that included the Effective Time by such Continuing Employees with respect to similar plans maintained by Company and its Subsidiaries.

Benefit Plans. Following (a) As soon as administratively practicable after the Effective Time, Parent Washington Federal shall cause service performed by current take all reasonable action so that employees for of First Mutual and its Subsidiaries shall be entitled to participate in each employee benefit plan, program or arrangement of Washington Federal of general applicability (the Company “Washington Federal Benefit Plans”) to the same extent as similarly-situated employees of Washington Federal and its Subsidiaries (it being understood that inclusion of the employees of First Mutual and its Subsidiaries in the Washington Federal Benefit Plans may occur at different times with respect to different plans), provided that coverage shall be continued under the corresponding Benefit Plans of First Mutual and its Subsidiaries until such employees are permitted to participate in the Washington Federal Benefit Plans and provided further, however, that nothing contained herein shall require Washington Federal or any predecessor entities) of its Subsidiaries to be taken into account make any grants to any former employee of First Mutual or its Subsidiaries under any discretionary equity compensation plan of Washington Federal. Washington Federal shall cause each Washington Federal Benefit Plan in which employees of First Mutual and its Subsidiaries are eligible to participate to recognize, for purposes of determining eligibility to participate in, the vesting of benefits and vesting for all other purposes (but not for purposes accrual of pension benefit accrual), and for purposes of determining severance (to the extent applicable), vacation and other paid time off entitlements (to the extent applicable), benefits) under the benefit plans Washington Federal Benefit Plans, the service of Parent such employees with First Mutual and its Subsidiaries in which employees of the Company participate to the same extent as such service was credited for such purpose by the Company and its Subsidiaries under similar benefit plans; First Mutual, provided, however, that Parent or its Subsidiaries may provide such service shall not be recognized to the extent that such employees continue recognition would result in a duplication of benefits. Nothing herein shall limit the ability of Washington Federal to participate amend or terminate any of First Mutual’s Benefit Plans in accordance with their terms at any Employee Plan or International Plan time. (b) At and following the Effective Time until such practicable date as they commence participation Time, Washington Federal shall honor, and the Surviving Corporation shall continue to be obligated to perform, in an applicable accordance with their terms, all benefit plan obligations to, and contractual rights of, current and former employees of Parent or any First Mutual and its Subsidiaries and current and former directors of First Mutual and its Subsidiaries. Company employees who, Subsidiaries existing as of the Effective TimeDate, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves as well as all employment, severance, bonus, salary continuation, deferred compensation, split dollar, supplemental retirement or “change-in-control” agreements, plans or policies of absence, First Mutual to the extent earned as that each of the Effective Time, under such policy foregoing are Previously Disclosed. The severance or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time termination payments which are payable pursuant to the terms such agreements, plans or policies of First Mutual (which have been quantified in reasonable detail) have been Previously Disclosed. (c) At such policy. When time as employees of the Company First Mutual or its Subsidiaries become eligible to participate in a medical, dental or health plan of ParentWashington Federal or its Subsidiaries, to the extent permissible under the applicable benefit plan, Parent Washington Federal shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of Washington Federal, (ii) provide full credit under such plans for any deductibles, co-payment and out-of-pocket expenses incurred by the Company employees and their beneficiaries during the portion of the calendar year prior to such participation and (iiiii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan Plan prior to the Effective Time. (d) Each of First Mutual, its Subsidiaries, and Washington Federal acknowledges and agrees that all provisions contained within this Section 6.12 with respect to Employees are included for the sole benefit of First Mutual and Washington Federal and shall not create any right (i) in any other Person, including, Benefit Plans or any beneficiary thereof or (ii) to continued employment with First Mutual, its Subsidiaries, Washington Federal or any of their respective affiliates. (e) Washington Federal agrees to take all action necessary to appoint or elect, effective as of the Effective Time, a director of First Mutual who is acceptable to Washington Federal. Such person shall serve until the first annual meeting of stockholders of Washington Federal following the Effective Time and until his or her successor is elected and qualified. Subject to the fiduciary duties of the Washington Federal Board, Washington Federal shall include such individual on the list of nominees for director presented by the Washington Federal Board and for which the Washington Federal Board shall solicit proxies at the first annual meeting of stockholders of Washington Federal following the Effective Time. (f) The First Mutual Employee Stock Ownership Plan (“ESOP”) shall be terminated as of the Effective Time. The Merger Consideration received by the ESOP trustee with respect to the unallocated shares of First Mutual Common Stock held by the ESOP shall be allocated to the ESOP participants in accordance with the terms of the ESOP and applicable laws as soon as practicable after the Effective Time. In connection with the termination of the ESOP, First Mutual shall promptly apply to the IRS for a favorable determination letter on the tax-qualified status of the ESOP on terminations and any amendments made to the ESOP in connection with its termination or otherwise, if such amendments have not previously received a favorable determination letter from the IRS with respect to their qualification under Section 401(a) of the Code. Any amendments to the ESOP requested by the IRS prior to the Effective Time shall be adopted by First Mutual and any amendments requested by the IRS after the Effective Time shall be promptly adopted by Washington Federal. Any and all distributions from the ESOP after its termination shall be made consistent with the aforementioned determination letter from the IRS.

Benefit Plans. Following (a) From the Effective TimeTime through the first anniversary thereof, Parent shall provide, or cause to be provided, to each of the employees of the Company and its Subsidiaries as of immediately prior to the Effective Time who continue employment with Parent or any of its Subsidiaries following the Effective Time (such employees “Continuing Employees”) with a base salary or base wage, cash incentive opportunities and pension and welfare opportunities (excluding equity and long term incentive compensation) that are substantially comparable in the aggregate to those that are generally made available to similarly situated employees of Parent and its Subsidiaries. (b) Parent will use commercially reasonable efforts to cause each of its employee benefit and compensation plans to take into account, for purposes of eligibility, vesting, levels of benefits and benefit accrual thereunder, the service performed by current employees for of the Continuing Employees with the Company and its Subsidiaries (and including any predecessor entities) as if such service were with Parent, to be taken into account the same extent that such service was credited under a comparable plan of the Company or any of its Subsidiaries (except to the extent it would result in a duplication of benefits for the same period of service and other than for benefit accrual purposes under any defined benefit pension plan of eligibility and vesting (but not for purposes of pension benefit accrual), Parent or its Subsidiaries and for purposes of determining severance qualifying for subsidized early retirement benefits). (to the extent applicable), vacation c) From and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries in which employees of the Company participate to the extent such service was credited by the Company and its Subsidiaries under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit plan of Parent or any of its Subsidiaries. Company employees who, as of after the Effective Time, are eligible for sabbaticals under without limiting the Company’s paid sabbatical leave policy generality of Section 5.12(a), with respect to each Continuing Employee (and their beneficiaries) Parent shall be eligible use commercially reasonable efforts to take paid sabbatical leaves of absencecause each life, to the extent earned as of the Effective Timedisability, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees of the Company become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause or its Subsidiaries in which each such plan Continuing Employee becomes eligible to participate to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable life, disability, medical, dental or health or dental plans of the Company or any of its Subsidiaries, (ii) provide full credit under medical, dental and health plans for any deductibles, co-payment and out-of-pocket expenses incurred by the Continuing Employees (and their beneficiaries) under analogous plans of the Company or any of its Subsidiaries prior to the Effective Time during the portion of the applicable plan year prior to participation, and (iiiii) waive any waiting period limitation limitation, actively-at-work requirement or evidence of insurability requirement which that would otherwise be applicable to such employee Continuing Employees and their beneficiaries on or after the Effective Time to the extent such employee or beneficiary had satisfied any similar limitation or requirement under an analogous Company plan prior to the Effective Time. (d) Prior to the Effective Time, if requested by Parent in writing, to the extent permitted by applicable Law and the terms of the applicable plan or arrangement, the Company shall cause the Company’s 401(k) Plan (the “Company 401(k) Plan”) to be terminated effective immediately prior to the Effective Time. In the event that Parent requests that the Company 401(k) Plan be terminated, the Company shall provide Parent with evidence that such Plan has been terminated (the form and substance of which shall be subject to review and approval by Parent) not later than the day immediately preceding the Effective Time; provided, however, that the effectiveness of such termination may be conditioned on the consummation of the Merger. (e) To the extent any Benefit Plan limits the amount paid or payable (whether in cash, in property, or in the form of benefits) by the Company or any of its Subsidiaries in connection with the transactions contemplated hereby (either solely as a result thereof or as a result of such transactions in conjunction with any other event) in order to preclude such amount from being considered an “excess parachute payment” within the meaning of Section 280G of the Code, the Company shall not waive any such limitation or amend any such Benefit Plan to eliminate or materially alter such limitation. (f) Prior to making any written or oral communications to a broad-based group of the officers or employees of the Company or any of its Subsidiaries pertaining to compensation or benefits matters that are materially affected by the transactions contemplated by this Agreement, the Company shall provide Parent with a copy of the intended communication, Parent shall have a reasonable period of time to review and comment on the communication, and the Company shall consider any such comments in good faith.

Benefit Plans. Following (a) As soon as administratively practicable following the Closing, Enterprise shall take such actions as are necessary to cause a section 401(k) plan maintained by Enterprise or one of its affiliates to accept direct rollovers of Affected Employees’ eligible rollover distributions in cash (including plan loan notes in accordance with the Enterprise 401(k) plan loan rules) from the Duke Energy Field Services 401(k) and Retirement Plan as elected by the Affected Employees. (b) Effective Timeno later than the close of the Benefits Transition Services Period, Parent Enterprise or one of its affiliates shall offer the Affected Employees who are then employed by Enterprise or one of its affiliates (including but not limited to TEPPCO GP) and their eligible spouses and dependents coverage under a Group Health Plan maintained by it (the “Enterprise Group Health Plan”) and shall cause service performed each Enterprise Group Health Plan to (i) waive any exclusions, restrictions or limitations with respect to pre-existing conditions or waiting periods thereunder to the extent that the same were waived or satisfied by current employees the Affected Employees on the end of the Benefits Transition Services Period under an analogous TEPPCO Group Health Plan and (ii) credit any health expenses paid by an Affected Employee or his covered dependents during the year in which the Benefits Transition Services Period ends for purposes of satisfying any applicable deductible, coinsurance and maximum out-of-pocket provisions under such Enterprise Group Health Plan. (c) Enterprise shall take such actions as are necessary to ensure that an Affected Employee’s vacation entitlement accrued under a TEPPCO Plan as of the Company Closing shall be recognized following the Closing under the vacation policy of Enterprise and its Subsidiaries affiliates. (and any predecessor entitiesd) Enterprise shall take such actions as are necessary to be taken into account ensure that the Affected Employees are provided credit for their service prior to the Closing for all purposes (including for purposes of eligibility to participate, vesting and vesting (but not for purposes accrual of pension benefits) under all employee benefit accrual), plans and for purposes of determining severance (vacation policies maintained by Enterprise and its affiliates in which the Affected Employees participate on or after the Closing to the same extent applicable), vacation and other paid time off entitlements (such Affected Employees’ service prior to the extent applicable), Closing was recognized under the benefit corresponding plans of Parent and its Subsidiaries vacation policies in which employees of the Company participate such Affected Employees participated immediately prior to the extent such service was credited by the Company and its Subsidiaries under similar benefit plansClosing Date; provided, however, that Parent in the case of pension plans (as defined in Section 3(2) of ERISA) such credit shall be given only for purposes of vesting and initial eligibility to participate. (e) If within the two-year period commencing on the Closing Date an Affected Employee incurs an “involuntary termination of employment” within the meaning of the Texas Eastern Products Pipeline Company, LLC Transition Severance Plan, as amended and restated effective February 1, 2005 (the “TEPPCO Severance Plan”), Enterprise shall, within ten days following the termination of employment, pay or its Subsidiaries may provide that cause a subsidiary of Enterprise to pay the Affected Employee in a single sum in cash the benefit he would have been eligible to receive at such employees time under the terms of the TEPPCO Severance Plan as in effect immediately prior to the Closing. DEFS shall not terminate an Affected Employee without Enterprise’s prior written consent. (f) With the exception of the Duke Energy Field Services 401(k) and Retirement Plan, during the Benefits Transition Services Period, DEFS shall permit the Affected Employees to continue to participate in any Employee Plan or International Plan following the Effective Time until DEFS Plans in which such practicable date as they commence participation in an applicable benefit plan of Parent Affected Employees participated immediately prior to the Closing (or any successor thereto) on the same basis as provided before the Closing. DEFS shall also cause all insurance contracts issued with respect to such plans, including any stop loss issued to the Employer, to be amended to provide for the coverage of (or with respect to) the Affected Employees during the Benefits Transition Services Period. (g) On or prior to the Closing Date, DEFS shall cause any Affected Employee who is receiving long-term disability benefits under a long-term disability plan maintained by DEFS to be transferred to the employ of DEFS. (h) Effective no later than the close of the Benefits Transition Services Period, Enterprise shall offer, or shall cause one of its Subsidiaries. Company affiliates to offer, employment to all Affected Employees who are then employed by DEFS, other than any such employees who, as described in paragraph (g) of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees of the Company become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to this Section. (i) waive DEFS shall permit any preexisting condition limitations retired TEPPCO GP employee covered by the TEPPCO GP retiree health plan on the Closing to continue such coverage during the extent such conditions were covered under Benefits Transition Services Period on the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan same basis as immediately prior to the Effective TimeClosing.

Benefit Plans. Following (a) The Disclosure Schedule identifies all Benefit Plans maintained by the Effective Time, Parent shall cause service performed by current employees for the Company and its Subsidiaries (and any predecessor entities) to be taken into account for purposes Group Companies. Copies of eligibility and vesting (but not for purposes of pension benefit accrual), and for purposes of determining severance (each such Benefit Plan have been made available to the extent applicable), vacation and other paid time off entitlements Standby Purchaser. (to the extent applicable), under the benefit plans of Parent and its Subsidiaries b) All Benefit Plans comply in which employees of the Company participate to the extent such service was credited by the Company and its Subsidiaries under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit plan of Parent or any of its Subsidiaries. Company employees who, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees of the Company become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to all material respects with (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans relevant provisions of the Company Employee Retirement Income Security Act of 1974 (“ERISA”) and (ii) waive any waiting period limitation or evidence in the case of insurability requirement which would otherwise be applicable plans intended to qualify for favorable income tax treatment, provisions of the Code relevant to such treatment. (c) Each Benefit Plan has been maintained in material compliance with its terms and with the requirements prescribed by all Applicable Laws. (d) There has been no amendment to, written interpretation of or announcement (whether or not written) by Members Mutual or relating to, or change in employee on participation or after coverage under, any Benefit Plan that would materially increase the Effective Time to expense of maintaining such Benefit Plan above the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan level of the expense incurred in respect thereof for the most recent fiscal year ended prior to the Effective Timedate hereof. (e) There is no action, claim, suit, investigation, audit or proceeding pending against or involving or, to the Knowledge of Members Mutual, threatened against or involving any Benefit Plan before any arbitrator or any Government Entity and no facts or circumstances exist that would reasonably be expected to give rise to any such action, claim, claim, suit, investigation, audit or proceeding. (f) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby shall, either alone or in connection with any other event(s) give rise to any “excess parachute payment” as defined in Section 280G(b)(1) of the Code, any excise tax owing under Section 4999 of the Code or any other amount that would not be deductible under Section 280G of the Code.

Benefit Plans. Following (a) For a period of one year after the Effective Time, Parent shall cause service performed by current (i) provide employees for of the Company and the Company Subsidiaries who continue in employment with the Surviving Company and its Subsidiaries subsidiaries (the “Continuing Employees”) with the same base salary or base wages as in effect immediately prior to the Effective Time, or such lower amount as may be agreed to by the Continuing Employee, (ii) either (A) maintain or cause the Surviving Company (or in the case of a transfer of all or substantially all the assets and any predecessor entitiesbusiness of the Surviving Company, its successors and assigns) to maintain the Company Benefit Plans (other than plans providing for the issuance of Company Capital Stock or based on the value of Company Capital Stock) at the benefit levels in effect on the date of this Agreement or (B) provide or cause the Surviving Company (or, in such case, its successors or assigns) to provide benefits to the Continuing Employees that, taken as a whole, are substantially equivalent to those provided to similarly situated employees of Parent and the Parent Subsidiaries, (iii) make available plans providing for the issuance of Parent Capital Stock to the Continuing Employees that are substantially equivalent to those provided to similarly situated employees of Parent and the Parent Subsidiaries and (iv) provide annual bonus opportunities to the Continuing Employees that are substantially equivalent to those provided to similarly situated employees of Parent and the Parent Subsidiaries. (b) From and after the Effective Time, Parent shall, and shall cause the Surviving Company to honor in accordance with their respective terms (as in effect on the date of this Agreement), all the Company’s employment, severance and termination agreements, plans and policies set forth in Section 6.05(b) of the Company Disclosure Letter. (c) With respect to any plan, program, agreement or arrangement of Parent or any Parent Subsidiary that provides compensation or employee benefits to any Continuing Employee following the Effective Time (including any severance plan), service of the Continuing Employees with the Company or any Company Subsidiary shall be treated as service with Parent or the Parent Subsidiaries for determining eligibility to participate and vesting; provided, however, that (i) such service shall also be taken into account for purposes of eligibility determining levels of benefits under any severance, paid time off and vesting sick leave plan or program, and (but ii) such service need not be recognized to the extent that such recognition would result in any duplication of benefits. (d) Parent shall waive, or cause to be waived, any pre-existing condition limitation under any welfare benefit plan maintained by Parent or any of its Affiliates (other than the Company) in which the Continuing Employees and their eligible dependents) commence to participate after the Effective Time, except to the extent that such pre-existing condition limitation would have been applicable under the comparable Company welfare benefit plan immediately prior to such commencement of participation. Parent shall recognize, or cause to be recognized, the dollar amount of all expenses incurred by each Continuing Employee (and his or her eligible dependents) during the plan year in which such commencement of participation occurs for purposes of pension satisfying such year’s deductible and co-payment limitations under the relevant welfare benefit accrual), and for purposes of determining severance plans in which they participate after the Effective Time. (e) Subject to the extent applicable)foregoing provisions of this Section 6.05, vacation and other paid time off entitlements (to nothing in this Agreement shall be interpreted as limiting the extent applicable), under the benefit plans power of Parent and its Subsidiaries in which employees of or the Surviving Company participate to the extent such service was credited by the amend or terminate any specific Company and its Subsidiaries under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees continue to participate in any Employee Benefit Plan or International Company Stock Plan following the Effective Time until such practicable date or any other individual employee benefit plan, program, Contract or policy. Nothing in this Agreement shall be interpreted as they commence participation in an applicable amendment or other modification of any Company Benefit Plan or any benefit plan of Parent or any other employee benefit plan, program or arrangement or the establishment of its Subsidiariesany employee benefit plan, program or arrangement. Company employees whoNothing herein shall be deemed to be a guarantee of employment for any Continuing Employee, as or to restrict the right of the Effective TimeSurviving Company, are eligible Parent or any of their respective subsidiaries to terminate or cause to be terminated the employment of any Continuing Employee at any time for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy any or a substantially identical sabbatical no reason with or leave of absence policy of without notice. Parent after the Effective Time pursuant to the terms of such policy. When employees of and the Company become eligible to participate acknowledge and agree that all provisions contained in a medical, dental or health plan this Section 6.05 are included for the sole benefit of Parent, to Merger Sub, Merger LLC, the extent permissible under Company, the applicable Surviving Company and their respective subsidiaries, and that nothing in this Section 6.05, whether express or implied, shall create any third party beneficiary or other rights (A) in any other Person, including any employees, former employees, any participant in any employee benefit plan, Parent shall cause each such plan to program or arrangement (ior any dependent or beneficiary thereof) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medicalof Parent, health or dental plans of the Company and or the Surviving Company or any of their respective subsidiaries or (iiB) waive to continued employment with Parent, the Company, the Surviving Company, or any waiting period limitation of their respective subsidiaries or evidence of insurability requirement which would otherwise be applicable to such continued participation in any employee on benefit plan, program or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan prior to the Effective Timearrangement.

Benefit Plans. Following (a) At and following the Effective Time, Parent Time (i) United shall cause service performed by current provide employees for the Company of Cardinal and its Subsidiaries with employee benefit plans substantially similar to those provided to similarly situated employees of United, except with respect to the United Pension Plan, (ii) United shall cause any and any predecessor entitiesall pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the Compensation and Benefit Plans) and eligibility waiting periods under group health plans to be taken into account waived with respect to such employees and their eligible dependents, and (iii) all employees of Cardinal and its Subsidiaries shall receive credit for years of service with Cardinal, its Subsidiaries and their predecessors prior to the Effective Time for purposes of eligibility and vesting (but not for purposes of pension benefit accrual)accrual other than accrual for vacation; provided, and for purposes of determining severance (to the extent applicable)that, in accordance with United’s policies, no vacation and other or paid time off entitlements (shall thereafter be carried over into a subsequent calendar year except that employees who are retained by United shall be permitted to carry over vacation until the end of 2018 and employees who are not retained by United shall be paid for unused vacation) under United’s benefit plans, except with respect to the extent applicable), under the benefit plans United Pension Plan. All employees of Parent Cardinal and its Subsidiaries and their eligible dependents will receive credit for co-payments, deductibles and out-of-pocket maximums satisfied by such employees and dependents under the Compensation and Benefit Plans. Except as provided in which this Agreement, United shall maintain Cardinal’s and its Subsidiaries’ existing employee benefit plans until such time as United has provided similar plans to employees of the Company participate to the extent such service was credited by the Company Cardinal and its Subsidiaries under similar benefit plans; provided, however, that Parent or as contemplated in the preceding sentence. Employees of Cardinal and its Subsidiaries may provide that such employees continue shall not be entitled to participate in any Employee Plan accrual of benefits or International Plan following allocation of contributions under United’s benefit plans based on years of service with Cardinal, its Subsidiaries and their predecessors prior to the Effective Time until Date, except with respect to any vacation accrual. (b) Except for employees of Cardinal and its Subsidiaries with individual agreements that provide for payment of severance under certain circumstances (who will be paid severance only in accordance with such practicable date as they commence participation in an applicable benefit plan agreements and shall not have a right to employer-paid outplacement services), United agrees that each employee of Parent Cardinal and its Subsidiaries who is involuntarily terminated by United or any of its SubsidiariesSubsidiaries (other than for cause) on or within the time period set forth on Section 7.10(b) of Cardinal’s Disclosure Schedule, shall receive (i) a severance payment equal to the amounts set forth on Section 7.10(b) of Cardinal’s Disclosure Schedule, but only if such employee does not have rights to a severance payment under an employment agreement, in which case no severance payment shall be made to such employee hereunder, and (ii) outplacement services through the date that is set forth on Section 7.10(b) of Cardinal’s Disclosure Schedule by an outplacement agency selected by United. (c) Cardinal shall cause its 401(k) plan to be fully vested and terminated effective immediately prior to or upon the Effective Time, in accordance with applicable law and regulations, and Cardinal shall pursue, in United’s sole discretion, the receipt of a favorable determination letter from the IRS relating to such termination. Company Each employee of Cardinal and its Subsidiaries that is a participant in Cardinal’s 401(k) plan, and that becomes an eligible employee of United or its Subsidiaries following the Effective Time, shall be eligible to participate in United’s 401(k) plan as soon as administratively practical, in accordance with the terms and conditions of United’s 401(k) plan, after the Effective Time, and, account balances under Cardinal’s terminated 401(k) plan will be eligible for distribution or rollover, in accordance with the terms and conditions of the United 401(k) plan and applicable law and regulation, including direct rollover of cash and, provided that Cardinal’s terminated 401(k) plan was validly amended prior to termination to provide for (A) roll out of promissory notes, (B) a period of time during which plan termination does not cause immediate loan default, (C) in-kind distribution of promissory notes, and (D) such other plan provisions as are required for rollout of promissory notes, direct rollover of promissory notes to United’s 401(k) plan, for each such employee in his or her discretion. Any other former employee of Cardinal or its Subsidiaries that is employed by United or its Subsidiaries after the Effective Time shall be eligible to be a participant in United’s 401(k) plan upon complying with eligibility requirements. For purposes of administering United’s 401(k) plan, service with Cardinal and its Subsidiaries shall be deemed to be service with United for participation and vesting purposes, but not for purposes of benefit accrual. United shall take all required actions to assume as of the Effective Time all obligations under Cardinal’s Executive Deferred Income Plan, the ▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage, LLC Executive Deferred Income Plan and Cardinal’s Non-Employee Directors Deferral Plan; provided, that United shall be under no obligation to permit further contributions to such plans after the Effective Time. (d) Each of United, Cardinal and the key employees whoof Cardinal, as the case may be, will enter into agreements concerning their employment with United and related matters after the Effective Time in accordance with the terms and conditions set forth in Section 7.10(d) of the Cardinal Disclosure Schedule. At and following the Effective Time, United shall honor, and United shall be obligated to perform, or shall cause its Subsidiaries to honor and perform, in accordance with their terms and applicable law, the contractual rights of Employees, Consultants and Directors of Cardinal and its Subsidiaries existing as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees of the Company become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan prior to the Effective Time.

Benefit Plans. Following To the Effective Timeextent that any employee benefit plan or arrangement is made available by Buyer or the Company to any Employees following the Closing Date, Parent (i) Buyer shall, or shall cause the Company to, grant all such Employees after the Closing Date credit for all service performed by current employees for with the Company and any predecessors prior to the Closing Date for all purposes for which such service was recognized by Seller and its Subsidiaries Affiliates; and (ii) with respect to any "Employee Benefit Welfare Plan" (as that term is defined in Section 3(1) of ERISA), Buyer shall, or shall cause the Company to, waive any waiting periods, pre-existing condition exclusions and actively-at-work requirements and provide that any predecessor entities) to expenses incurred on or before the Closing Date by a covered Employee or a covered Employee's covered dependent shall be taken into account for purposes of eligibility satisfying applicable deductible, coinsurance and vesting maximum out-of-pocket provisions. Buyer expressly agrees that the Company or Buyer shall continue to maintain the Taylor Publishing Company Pension Plan For Hourly Paid Employees (but not for purposes th▇ "▇▇▇rly Pension Plan") on substantially the same terms as it was constituted on the Closing Date, except as may otherwise be required by applicable Law and/or the terms of pension benefit accrual)any applicable collective bargaining agreement, and for purposes of determining severance (to the extent applicable), vacation with plan administrators and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries in which employees of the Company participate to the extent such service was credited by the Company and its Subsidiaries under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following the Effective Time until such practicable date fiduciaries as they commence participation in an applicable benefit plan of Parent or any of its Subsidiaries. Company employees who, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time determined and selected by Buyer pursuant to the terms of such policythe Hourly Pension Plan. When The Hourly Pension Plan shall not be terminated, and accruals thereunder may not be halted or frozen, prior to the expiration of the term (and any extensions thereof) of the collective bargaining agreement covering participants in the Hourly Pension Plan who are active employees of the Company become eligible to participate in a medicalon the Closing Date, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans first anniversary of the Closing Date, whichever event last occurs. As soon as practicable after the Closing Date, Seller shall cause, or use its best efforts to effectuate, the transfer of the assets of the Hourly Pension Plan out of the Insilco Corporation Master Trust and into a trust newly established by the Company and (ii) waive any waiting period limitation or as is necessary for the purposes of holding the assets of the Hourly Pension Plan, provided that the Company provides Seller with sufficient evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to tax-exempt status of the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan prior to the Effective Timenewly established trust.

Benefit Plans. Following the Effective Time, Parent shall cause service performed by current employees for the Company and its Subsidiaries (and a) With respect to any predecessor entities) to be taken into account for purposes of eligibility and vesting (but not for purposes of pension benefit accrual), and for purposes of determining severance (to the extent applicable), vacation and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries NAPW Benefit Plan or PDN Benefit Plan in which any employees and former employees of NAPW (the Company participate to the extent such service was credited by the Company and its Subsidiaries under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit plan of Parent or any of its Subsidiaries. Company employees who, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees of the Company “Participating Employees”) first become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time, and in which such Participating Employees did not participate prior to the Effective Time (collectively, the “New Plans”), each Participating Employee shall, to the extent permitted by applicable law, receive full credit for the months and years of continuous service by such Participating Employee recognized by NAPW prior to the Effective Time to the same extent as if it were service with PDN for purposes of (1) satisfying the service requirements for eligibility to participate in each such employee had satisfied New Plan, (2) vesting in any similar limitation benefits under each such New Plan, and (3) calculating the level of benefits with respect to vacation, personal days off, severance benefits and any other welfare-type benefits with respect to which a Participating Employee may be eligible, where service is a factor in calculating benefits, provided that, none of the foregoing shall apply with respect to defined benefit pension plans benefit accrual or requirement under an analogous Company where such credit would result in a duplication of benefits. With respect to any New Plan that is a welfare benefit plan in which any Participating Employees first become eligible to participate on or after the Effective Time, and in which such Participating Employees did not participate prior to the Effective Time, subject to any applicable plan provisions, contractual requirements or laws, PDN shall, (A) cause to be waived any eligibility requirements or pre-existing condition limitations except to the extent such eligibility requirements, waiting periods, any evidence of insurability requirements, waiting periods, any evidence of insurability requirements or pre-existing conditions would apply under the analogous NAPW Benefit Plan or PDN Benefit Plan in which any such Participating Employee (or spouse or dependent) was a participant or eligible to participate as of immediately prior to the Effective Time, and (B) give effect, in determining any deductibles, co-insurance or maximum out of pocket limitations, to amounts paid (without regard to medium of payment) by or on behalf of such Participating Employees prior to the Effective Time under a NAPW Benefit Plan or PDN Benefit Plan in which any such Participating Employee (or spouse or dependent) was a participant as of immediately prior to the Effective Time (to the same extent that such credit was given under such NAPW Benefit Plan or PDN Benefit Plan prior to the Effective Time) in satisfying such requirements during the plan year in which the Effective Time occurs. (b) If requested by PDN at least ten business days prior to the Closing Date, NAPW shall take (or cause to be taken) all actions reasonably necessary pursuant to resolutions of the NAPW Board of Directors necessary or appropriate to terminate, effective no later than the day prior to the Closing Date, any defined contribution NAPW Benefit Plan that contains a cash or deferred arrangement, whether intended to qualify under section 401(k) of the Code or otherwise (a “NAPW Defined Contribution Plan”). If NAPW is required to terminate any NAPW Defined Contribution Plan, then NAPW shall provide to PDN prior to the Closing Date written evidence of the adoption by the NAPW Board of Directors of resolutions authorizing the termination of such NAPW Defined Contribution Plan (the form and substance of which resolutions shall be subject to the prior reasonable review and approval of PDN, which approval shall not be unreasonably withheld or delayed). (c) Nothing contained in this Section 6.5, express or implied, (1) shall be construed to establish, amend, or modify any benefit plan, program, agreement or arrangement, including without limitation, any NAPW Benefit Plan or any PDN Benefit Plan, (2) shall alter or limit the ability of any of PDN, Merger Sub, NAPW, the Surviving Subsidiary, or, with respect to PDN, its Subsidiaries to amend, modify, or terminate any benefit plan, program, agreement, or arrangement at any time assumed, established, sponsored, or maintained by any of them, (3) is intended to confer upon any current or former employee any right to employment or continued employment for any period of time by reason of this Agreement, or any right to a particular term or condition of employment, or (4) is intended to confer upon any person (including for the avoidance of doubt any current or former employee) any right as a third-party beneficiary of this Agreement. (d) To the maximum extent permitted by Law, PDN and NAPW shall treat, and cause their respective affiliates to treat, the U.S. federal and state income tax deductions resulting from any severance payments and any other compensatory payments arising as a result of the transactions contemplated hereby that are, in each case, made on the Closing Date as accruing on the day after the Closing pursuant to the “next day” rule of Treasury Regulation section 1.1502­-76(b)(1)(ii)(B) or any similar provision of state or local Tax Law.

Benefit Plans. Following (a) At the Effective Time, Parent Mutual First or a Mutual First Subsidiary shall cause service performed by current employees be substituted for ▇▇▇▇▇▇ or a ▇▇▇▇▇▇ Subsidiary as the Company sponsoring employer under those benefit and its Subsidiaries (and any predecessor entities) welfare plans with respect to be taken into account for purposes of eligibility and vesting (but not for purposes of pension benefit accrual), and for purposes of determining severance (to the extent applicable), vacation and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries in which employees of the Company participate to the extent such service was credited by the Company and its Subsidiaries under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit plan of Parent ▇▇▇▇▇▇ or any of its Subsidiaries. Company employees who, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy or Subsidiaries is a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees of the Company become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan sponsoring employer immediately prior to the Effective Time, and shall assume and be vested with all of the powers, rights, duties, obligations and liabilities previously vested in ▇▇▇▇▇▇ or its Subsidiary with respect to each such plan. Except as expressly contemplated by a separate agreement entered into by ▇▇▇▇▇▇ and Mutual First on the date hereof, each such plan shall be continued in effect by Mutual First or any applicable Mutual First Subsidiary after the Effective Time without a termination or discontinuance thereof as a result of the Company Merger or the Bank Merger, subject to the power reserved to Mutual First or any applicable Mutual First Subsidiary under each such plan to subsequently amend or terminate the plan, which amendments or terminations shall comply with applicable law. ▇▇▇▇▇▇, each ▇▇▇▇▇▇ Subsidiary, and Mutual First will use all reasonable efforts (i) to effect said substitutions and assumptions, and such other actions contemplated under this Agreement, and (ii) to amend such plans as to the extent necessary to provide for said substitutions and assumptions, and such other actions contemplated under this Agreement. (b) At or as promptly as practicable after the Effective Time as Mutual First shall reasonably determine, Mutual First shall provide, or cause a Mutual First Subsidiary to provide, to each full time employee of ▇▇▇▇▇▇, and its wholly-owned Subsidiaries as of the Effective Time ("▇▇▇▇▇▇ Employees") the opportunity to participate in each employee benefit and welfare plan maintained by Mutual First or a Mutual First Subsidiary, whichever is applicable, for similarly-situated employees provided that with respect to such plans maintained by Mutual First or a Mutual First Subsidiary, whichever is applicable, ▇▇▇▇▇▇ Employees shall be given credit for service recognized under the corresponding plan of ▇▇▇▇▇▇ and its Subsidiaries in determining participation in, eligibility for and vesting in benefits thereunder, and only with respect to severance and vacation plans, accrual of benefits; provided further that ▇▇▇▇▇▇ Employees shall not be subject to any waiting periods or pre-existing condition exclusions under the group health plan of Mutual First or any applicable Mutual First Subsidiary to the extent that such periods are longer or restrictions impose a greater limitation than the periods or limitations imposed under the applicable ▇▇▇▇▇▇ group health plan; and provided further that to the extent that the initial period of coverage for ▇▇▇▇▇▇ Employees under any plan of Mutual First or a Mutual First Subsidiary, whichever is applicable, that is an "employee welfare benefit plan" as defined in Section 3(1) of ERISA is not a full 12- month period of coverage, ▇▇▇▇▇▇ Employees shall be given credit under the applicable welfare plan for any deductibles and co-insurance payments made by such ▇▇▇▇▇▇ Employees under the corresponding ▇▇▇▇▇▇ welfare plan during the balance of such 12- month period of coverage. Nothing in the preceding sentence shall obligate Mutual First or any Mutual First Subsidiary to provide or cause to be provided any benefits duplicative to those provided under any ▇▇▇▇▇▇ benefit or welfare plan continued pursuant to subparagraph (a) above, including, but not limited to, extending participation in any plan which is an "employee pension benefit plan" under ERISA relative to any period of time with respect to which allocations are made to ▇▇▇▇▇▇ Employees under any employee pension benefit plan maintained or sponsored by ▇▇▇▇▇▇ or a Marion Subsidiary. Except as otherwise provided in this Agreement, the power of Mutual First or any Mutual First Subsidiary to amend or terminate any benefit or welfare plans of ▇▇▇▇▇▇ and its Subsidiaries shall not be altered or affected. Moreover, this subsection 6.13(b) shall not confer upon any ▇▇▇▇▇▇ Employee any rights or remedies hereunder and shall not constitute a contract of employment or create any rights, to be retained or otherwise, in employment at Mutual First or any Mutual First Subsidiary. (c) Any separate agreement entered into by ▇▇▇▇▇▇ and Mutual First on the date hereof relating to employee or other benefits is incorporated herein by reference and shall be deemed a part of this Agreement.

Benefit Plans. Following (a) As soon as administratively practicable after the Effective Time, Parent shall cause service performed by current take all reasonable action so that employees for of the Company and its Subsidiaries shall be entitled to participate in each employee benefit plan, program or arrangement of Parent of general applicability (and any predecessor entitiesthe "Parent Benefits Plans") to be taken into account for purposes of eligibility and vesting (but not for purposes of pension benefit accrual), and for purposes of determining severance (to the same extent applicable), vacation and other paid time off entitlements (to the extent applicable), under the benefit plans as similarly-situated employees of Parent and its Subsidiaries (it being understood that inclusion of the employees of the Company and its Subsidiaries in the Parent Benefits Plans may occur at different times with respect to different plans), provided, however, that nothing contained herein shall require Parent or any of its Subsidiaries to make any grants to any former employee of the Company or its Subsidiaries under any discretionary equity compensation plan of Parent. Parent shall cause each Parent Benefits Plan in which employees of the Company and its Subsidiaries are eligible to participate to recognize, for purposes of determining eligibility to participate in, the extent vesting of benefits and for all other purposes (but not for accrual of pension benefits) under the Parent Benefit Plans, the service of such service was credited by employees with the Company and its Subsidiaries under similar benefit plans; to the same extent as such service was credited for such purpose by the Company, provided, however, that Parent or its Subsidiaries may provide such service shall not be recognized to the extent that such employees continue recognition would result in a duplication of benefits. Nothing herein shall limit the ability of Parent to participate amend or terminate any of the Company's Benefits Plans in accordance with their terms at any Employee Plan or International Plan time. (b) At and following the Effective Time until such practicable date Time, Parent shall honor, and the Surviving Corporation shall continue to be obligated to perform, in accordance with their terms, all benefit obligations to, and contractual rights of, current and former employees of the Company existing as they commence participation of the Effective Date, as well as all employment, severance, deferred compensation or "change-in-control" agreements, plans or policies of the Company which are Previously Disclosed, subject in each case as the same may be modified or terminated with respect to certain executive officers of the Company pursuant to an applicable Executive Agreement. Parent acknowledges that the consummation of the Merger will constitute a "change-in-control" of the Company for purposes of any employee benefit plan plans, agreements and arrangements of Parent the Company. (c) If employees of the Company or any of its Subsidiaries. Company employees who, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees of the Company Subsidiaries become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of Parent, (ii) provide full credit for under such plans any deductibles, co-payment and out-of-pocket expenses incurred by the Company employees and their beneficiaries during the portion of the calendar year prior to such participation and (iiiii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan Plan prior to the Effective Time. (d) For a period of six months following the Effective Time, Parent shall provide all employees of the Company and its Subsidiaries whose employment was terminated other than for cause, disability or retirement at or following the Effective Time, and who so desires, job counseling and outplacement assistance services in accordance with Parent's employment policies and practices, shall assist such employees in locating new employment and shall notify all such employees who want to be so notified of opportunities for positions with Parent or any of its Subsidiaries for which Parent reasonably believes such persons are qualified and shall consider any application for such positions submitted by such persons, provided, however, that any decision to offer employment to any such person shall be made in the sole discretion of Parent. (e) All employees of the Company or a Company Subsidiary as of the Effective Time shall become employees of Parent or a Parent Subsidiary as of the Effective Time, and Parent or a Parent Subsidiary will use its reasonable best efforts to give such persons (other than any such person who is party to an employment agreement, a severance agreement or a special termination agreement) at least four weeks prior written notice of any job elimination after the Effective Time for a period of 90 days following the Effective Time. Subject to such four-week notice requirement, Parent or a Parent Subsidiary shall have no obligation to continue the employment of any such person and nothing contained herein shall give any employee of the Company or a Company Subsidiary the right to continue employment with Parent or a Parent Subsidiary after the Effective Time. An employee of the Company or a Company Subsidiary (other than an employee who is party to an employment agreement, a severance agreement or a special termination agreement) whose employment is involuntarily terminated other than for cause following the Effective Time shall be entitled to receive severance payments in accordance with, and to the extent provided in, the Company Severance Plan.

Benefit Plans. Following Effective as of the Effective Time, Parent all Company Employees shall cause service performed cease to accrue benefits under and otherwise to participate as active participants in the Seller Savings Plan and any other Company Benefit Plan that is maintained by current employees for Seller or any Affiliate other than the Company and its Subsidiaries is listed on Schedule 10.1 (and any predecessor entities) to be taken into account for purposes of eligibility and vesting (but not for purposes of pension benefit accrualthe “Excluded Seller Benefit Plans”), and for purposes of determining severance (to the extent applicable), vacation and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries in which employees of the Company participate to the extent such service was credited by the Company and its Subsidiaries under similar benefit plans; provided, however, that immediately prior to the Closing, the Company shall assume and agree to perform the Contracts, policies and arrangements of Seller Parent or its Subsidiaries may provide that such employees for the benefit of certain Company Employees which are listed on Schedule 10.1 (the “Assumed Employee Agreements”). With respect to each Company Benefit Plan which will continue to participate in cover any Employee Plan or International Plan employees of the Company following the Effective Time until Closing (the “Continuing Plans”), Seller has provided Purchaser with, or made available to Purchaser complete and correct copies of: (i) each Continuing Plan, including all amendments thereto, (ii) the most recent summary plan description (if any) and all other material documents pursuant to which the Continuing Plan is maintained, (iii) the most recent annual report (Form 5500 series) filed with the IRS (with attachments) with respect to any Continuing Plan, and (iv) all IRS determination letters, rulings and opinions received by the Company in respect of any Continuing Plans. Except as otherwise specifically provided in this Section 10.1, Seller shall remain solely responsible for any and all Liabilities and obligations arising under, in connection with or in respect of the Excluded Seller Benefit Plans, and neither Purchaser nor any of its Affiliates (including, without limitation, the Company) shall have any responsibility or obligation in respect of any such practicable date plan, except that to the extent requested by Seller, the Company shall pay through the Company’s payroll system any amounts payable by Seller or any Affiliate to any Company Employee under any Excluded Seller Benefit Plan, using funds made available by Seller or such Affiliate for such purpose (and all amounts paid to Company Employees pursuant to any retention bonus and transaction bonus Contracts included in the Excluded Seller Benefit Plans shall be claimed as they commence participation a deduction by the Company on income Tax Returns filed on behalf of the Company for a Pre-Closing Tax Period). Except as otherwise expressly provided in an applicable Section 10.1(a)(iii), no assets held in trust for any Excluded Seller Benefit Plan shall be transferred to Purchaser or to any employee benefit plan of Parent adopted or maintained by Purchaser or any of its SubsidiariesAffiliates. Except with respect to the Excluded Seller Benefit Plans, after the Closing, the Company employees who, as (and not Seller or any of its other Affiliates) shall remain solely responsible for any Liabilities arising out of the employment of any Company Employee before or after the Effective Time, are eligible including accrued obligations for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absencesalaries, to the extent earned as of the Effective Timewages and other compensation, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees personal days and floating holidays and sick pay of the Company become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible Employees and all other benefits under the applicable benefit plan, Parent shall cause each such plan to Company Benefit Plans (i) waive any preexisting condition limitations to other than the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan prior to the Effective TimeExcluded Seller Benefit Plans).

Benefit Plans. Following As of the Effective Time, Parent shall cause service performed by current employees for the Company Surviving Corporation to honor and its Subsidiaries (satisfy all obligations and liabilities with respect to the Employee Plans. Notwithstanding the foregoing, the Surviving Corporation shall not be required to continue any particular Employee Plan after the Effective Time, and any predecessor entities) to Employee Plan may be taken into account for purposes of eligibility amended or terminated in accordance with its terms and vesting (but not for purposes of pension benefit accrual), and for purposes of determining severance (to applicable Law. To the extent applicable)that any Employee Plan is terminated or amended after the Effective Time so as to reduce the benefits that are then being provided with respect to participants thereunder, vacation and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries shall arrange for each individual who is then a participant in which employees of the Company participate to the extent such service was credited by the Company and its Subsidiaries under similar benefit plans; provided, however, that Parent terminated or its Subsidiaries may provide that such employees continue amended plan to participate in any Employee a comparable Parent Benefit Plan or International Plan following ("PARENT BENEFIT PLAN") in accordance with the Effective Time until eligibility criteria thereof, provided that (i) such practicable date as they commence participation in an applicable benefit plan participants shall receive full credit for years of Parent service with the Company or any of its Subsidiaries. Company employees who, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible subsidiaries prior to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time for all purposes for which such service was recognized under the applicable Employee Plan, including, but not limited to, recognition of service for eligibility, vesting (including acceleration thereof pursuant to the terms of such policy. When employees of the Company become eligible to participate in a medical, dental or health plan of Parentapplicable Employee Plan) and, to the extent permissible not duplicative of benefits received under such Employee Plan, the applicable benefit planamount of benefits, (ii) such participants shall participate in the Parent Benefit Plans on terms no less favorable than those offered by Parent to similarly situated employees of Parent and (iii) Parent shall cause each such plan to (i) waive any preexisting and all pre-existing condition limitations (to the extent such conditions were covered limitations did not apply to a pre-existing condition under the Employee Plans) and eligibility waiting periods under any group health plans to be waived with respect to such participants and their eligible dependents. CHANGE IN CONTROL PROVISIONS. Parent and the Company hereby acknowledge that the consummation of the Offer and the transactions contemplated under this Agreement will be treated as a "Change in Control" for purposes of each of the applicable medicalEmployee Plans, health and each applicable employment, severance or dental plans similar agreement applicable to any employee of the Company or any of its subsidiaries, listed in SECTION 5.4(B) of the Company Disclosure Letter (such Plans and (iiagreements collectively, "CHANGE IN CONTROL AGREEMENTS") waive and agree to abide by the provisions of any waiting period limitation or evidence Change in Control Agreements which relate to a Change in Control, including, but not limited to, the accelerated vesting and/or payment of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan prior to the Effective Timeequity-based awards.

Benefit Plans. Following The Company shall, with respect to each employee of the Seller and the Seller Subsidiaries at the Effective Time who shall continue in employment with the Company or a Company Subsidiary after the Merger (each a “Continued Employee”), provide the benefits described in this Section 6.13. Each Continued Employee shall be entitled, as an employee of the Company or a Company Subsidiary, to participate in such employee benefit plans, as defined in Section 3(3) of ERISA, or any non-qualified employee benefit plans or deferred compensation, stock option, bonus or incentive plans, or other employee benefit or fringe benefit programs that may be in effect generally for employees of the Company and the Company Subsidiaries (the “Company Employee Plans”), subject to the Company’s right, in its sole discretion, to subsequently amend, modify or terminate any such Company Employee Plans, if as a Continued Employee he or she shall be eligible and, if required, selected for participation therein under the terms thereof and otherwise shall not be participating in a similar Seller Benefit Plan maintained by the Company after the Effective Time, Parent . Continued Employees shall cause service performed by current be eligible to participate on the same basis as similarly situated employees for of the Company and its Subsidiaries (the Company Subsidiaries. Except as otherwise provided herein, all such participation shall be subject to such terms of such Company Employee Plans as may be in effect from time to time, and this Section 6.13 is not intended to, and shall not, give Continued Employees any predecessor entities) rights or privileges superior to those of other employees of the Company or the Company Subsidiaries. The Company may terminate or modify all Seller Benefit Plans except insofar as benefits thereunder shall have vested at the Effective Time and cannot be taken into account modified, and the Company’s obligation under this Section 6.13 shall not be deemed or construed so as to provide duplication of similar benefits but, subject to that qualification, the Company shall, for purposes of eligibility vesting and vesting any age or period of service requirements for commencement of participation with respect to any Company Employee Plans in which Continued Employees may participate (but not for purposes of pension benefit accrualaccruals under any defined benefit plan), credit each Continued Employee with his or her term of service with the Seller and for purposes of determining severance (the Seller Subsidiaries; and provided that a Continued Employee shall not be subject to the extent applicable), vacation and other paid time off entitlements (to the extent applicable), any waiting periods or preexisting condition exclusions under the benefit plans of Parent and its Subsidiaries in which employees of the a Company participate to the extent such service was credited by the Company and its Subsidiaries under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following the Effective Time until that is an “employee welfare benefit plan” as defined in Section 3(1) of ERISA, other than waiting periods and exclusions that are already in effect with respect to such practicable date as they commence participation in an applicable benefit plan of Parent or any of its Subsidiaries. Company employees who, Continued Employee and that have not been satisfied as of the Effective Time, are eligible for sabbaticals Time under any Seller Benefit Plan of a similar type in which the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees of the Company become eligible to participate Continued Employee participated in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan immediately prior to the Effective Time; provided, further, that to the extent that the initial period of coverage for Continued Employees under any Company Employee Plan that is an “employee welfare benefit plan” as defined in Section 3(1) of ERISA is not a full 12-month period of coverage, Continued Employees shall be given credit under the applicable Company Employee Plan for any deductibles and co-insurance payments made by such Continued Employees under the Seller’s benefit plans during the balance of such 12-month period of coverage. In connection with the transition of the Continued Employees to the Company Employee Plans, Seller and the Seller Subsidiaries shall take such actions as the Company may request to terminate, freeze or amend all or certain of the Seller Benefit Plans in the manner requested by the Company, effective immediately prior to the Effective Time or such other time requested by the Company. Section 6.13 of the Seller Disclosure Schedule sets forth certain additional agreements of the Parties with respect to various benefit and compensation matters. The Seller shall not amend the Closing Employment Agreements prior to or on the Closing Date.

Benefit Plans. Following (a) From the Effective TimeTime through the first anniversary thereof, Parent shall provide, or cause to be provided, to each of the employees of the Company and its Subsidiaries as of immediately prior to the Effective Time who continue employment with Parent or any of its Subsidiaries following the Effective Time (such employees “Continuing Employees”) with a base salary or base wage, cash incentive opportunities and pension and welfare opportunities (excluding equity and long term incentive compensation) that are substantially comparable in the (b) Parent will use commercially reasonable efforts to cause each of its employee benefit and compensation plans to take into account, for purposes of eligibility, vesting, levels of benefits and benefit accrual thereunder, the service performed by current employees for of the Continuing Employees with the Company and its Subsidiaries (and including any predecessor entities) as if such service were with Parent, to be taken into account the same extent that such service was credited under a comparable plan of the Company or any of its Subsidiaries (except to the extent it would result in a duplication of benefits for the same period of service and other than for benefit accrual purposes under any defined benefit pension plan of eligibility and vesting (but not for purposes of pension benefit accrual), Parent or its Subsidiaries and for purposes of determining severance qualifying for subsidized early retirement benefits). (to the extent applicable), vacation c) From and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries in which employees of the Company participate to the extent such service was credited by the Company and its Subsidiaries under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit plan of Parent or any of its Subsidiaries. Company employees who, as of after the Effective Time, are eligible for sabbaticals under without limiting the Company’s paid sabbatical leave policy generality of Section 5.12(a), with respect to each Continuing Employee (and their beneficiaries) Parent shall be eligible use commercially reasonable efforts to take paid sabbatical leaves of absencecause each life, to the extent earned as of the Effective Timedisability, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees of the Company become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause or its Subsidiaries in which each such plan Continuing Employee becomes eligible to participate to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable life, disability, medical, dental or health or dental plans of the Company or any of its Subsidiaries, (ii) provide full credit under medical, dental and health plans for any deductibles, co-payment and out-of-pocket expenses incurred by the Continuing Employees (and their beneficiaries) under analogous plans of the Company or any of its Subsidiaries prior to the Effective Time during the portion of the applicable plan year prior to participation, and (iiiii) waive any waiting period limitation limitation, actively-at-work requirement or evidence of insurability requirement which that would otherwise be applicable to such employee Continuing Employees and their beneficiaries on or after the Effective Time to the extent such employee or beneficiary had satisfied any similar limitation or requirement under an analogous Company plan prior to the Effective Time.

Benefit Plans. Following From and after the Closing, each employee of any Target Company shall be eligible to participate in the employee benefit plans of Parent (the "PARENT BENEFIT PLANS") to the same extent as any similarly situated and geographically located employee of Parent and its affiliated companies. All employee welfare benefit plans of Parent which Parent elects to continue after the Effective TimeTime and in which the employees of any Target Company shall be entitled to participate after the Effective Time shall, Parent to the extent permitted by applicable Legal Requirements and the terms of such plans (including any approval requirements), (a) recognize expenses and claims that were incurred by the employees of the Target Companies in the year in which the Effective Time occurs for purposes of computing deductible amounts, co-payments or other limitations on coverage under such plans and (b) provide coverage for pre-existing health conditions of any employee of any Target Company. In addition, for eligibility and vesting purposes (but not for benefit computation or accrual purposes) under plans of Parent, service by an employee for a Target Company prior to the Effective Time shall cause service performed by current employees for the Company and its Subsidiaries (and any predecessor entities) to be taken into account for purposes of eligibility and vesting (but not for purposes of pension benefit accrual), and for purposes of determining severance (to the same extent applicable), vacation and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries in which employees of the Company participate to the extent such as service was credited by the Company and its Subsidiaries under similar benefit plansfor Parent; provided, howeverthat nothing herein shall require the inclusion of any such Employee in any such plan prior to the Effective Time; and further provided, that Parent or its Subsidiaries may provide that in determining the amount of vacation time to which any such employees continue to participate in any Employee Plan or International Plan following shall be entitled from and after the Effective Time until under the applicable terms of the vacation policy of Parent (which terms need not be comparable to the terms of the vacation plan or policy of the Company), credit shall be given (up to the limits provided for in the vacation policy of Parent) for such practicable date as they commence participation Employee's service for any Target Company prior to the Effective Time (it being understood that Parent does not have a policy of paying for unused vacation time during employment). Nothing in an applicable benefit plan this Section 6.8 shall obligate Parent or any of its affiliated companies to employ any person for any period of time after the Closing, and this Section 6.8 shall not be construed to limit the ability of Parent or any of its Subsidiariesaffiliated companies to alter the terms and conditions of, or terminate, the employment of any person. Company employees whoIn addition, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy nothing contained in this Section 6.8 shall be eligible deemed to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy prevent Parent from amending or a substantially identical sabbatical or leave of absence policy of terminating any Parent after the Effective Time pursuant to the terms of such policy. When employees of the Company become eligible to participate Benefit Plan in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan prior to the Effective Timeaccordance with its terms.

Benefit Plans. Following Parent shall take such action as may be necessary so that on and after the Effective TimeTime and for one year thereafter, Parent shall cause service performed by current directors (who are employees for of the Company or any of its Subsidiaries), officers and employees of the Company and its Subsidiaries shall be provided employee benefits, plans and programs (including but not limited to incentive compensation, deferred compensation, pension, life insurance, medical (which eligibility shall not be subject to any exclusions for any pre-existing conditions if such individual has met the participation requirements of such benefits, plans or programs of the Company or its Subsidiaries), profit sharing (including 401(k), severance, salary continuation and any predecessor entitiesfringe benefits) which are no less favorable in the aggregate than those generally available to be taken into account for similarly situated directors, officers and employees of Capstar Broadcasting Corporation and its Subsidiaries. For purposes of eligibility to participate and vesting (but not for purposes of pension benefit accrual)in all benefits provided to directors, officers and for purposes of determining severance (to employees, the extent applicable)directors, vacation officers and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries in which employees of the Company participate and its Subsidiaries will be credited with their years of service with the Company and its Subsidiaries and prior employers to the extent such service was credited with the Company and its Subsidiaries and prior employers is taken into account under plans of the Company and its Subsidiaries. Upon termination of any health plan of the Company or any of its Subsidiaries, individuals who were directors, officers or employees of the Company or its Subsidiaries at the Effective Time shall if employed by the Company and its Subsidiaries under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit plan of Parent or any of its Subsidiaries. Company employees who, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees of the Company become eligible to participate in a medicalsuch health plans established by Parent. Amounts paid before the Effective Time by directors, dental or officers and employees of the Company and its Subsidiaries under any health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company shall after the Effective Time be taken into account in applying deductible and (ii) waive any waiting period limitation or evidence out-of-pocket limits applicable under the health plans of insurability requirement which would otherwise be applicable to such employee on or after Parent provided as of the Effective Time to the same extent as if such employee amounts had satisfied any similar limitation or requirement been paid under an analogous Company plan prior to the Effective Timesuch health plans of Parent.

Benefit Plans. Following (a) Schedule 3.14(a) sets forth a list of all Company Benefit Plans. A copy of each Company Benefit Plan, and all contracts relating thereto, or to the Effective Timefunding thereof, Parent shall has been supplied to Purchaser, along with an accurate written description of each Company Benefit Plan that is not in written form. To the extent applicable, the most recent annual report, actuarial report, accountant’s opinion of the plan’s financial statements, summary plan description, summaries of material modification and summary of benefits and coverage, IRS determination or opinion letter with respect to each Company Benefit Plan, and a current schedule of assets held with respect to any funded Company Benefit Plan, has been supplied to Purchaser. (b) All Company Benefit Plans comply in form with all requirements of applicable Law and have been administered in all material respects in accordance with their terms and with all applicable requirements of Law, and, no event has occurred that will or would reasonably be expected to cause service performed any such Company Benefit Plan to fail to comply with such requirements and no notice has been issued by any Governmental Authority questioning or challenging such compliance. All Company Benefit Plans that are subject to Section 409A of the Code comply with Section 409A in form and have been administered in accordance with their terms and Section 409A of the Code. (c) Each Company Benefit Plan that is an employee pension benefit plan is the subject of a favorable determination or opinion letter issued by the IRS with respect to the qualified status of such plan under Section 401(a) of the Code and the tax-exempt status of any trust that forms a part of such plan under Section 501(a) of the Code; all amendments to any such plan for which the remedial amendment period (within the meaning of Section 401(b) of the Code and applicable regulations) has expired are covered by a favorable IRS determination letter; and no event has occurred that will or would reasonably be expected to give rise to disqualification of any such plan under such sections. None of the assets of any Company Benefit Plan are invested in employer securities or employer real property. (d) There have been no “prohibited transactions” (as described in Section 406 of ERISA or Section 4975 of the Code) with respect to any Company Benefit Plan and none of the Company or any of its ERISA Affiliates has engaged in any prohibited transaction. There are no actions, suits or claims (other than routine claims for benefits) pending or threatened involving any Company Benefit Plan or the assets thereof and no facts exist that could give rise to any such actions, suits or claims (other than routine claims for benefits). (e) There have been no acts or omissions by the Company or any of its ERISA Affiliates that have given rise to or would reasonably be expected to give rise to interest, fines, penalties, taxes or related charges under Section 502 of ERISA or Chapters 43, 47, 68 or 100 of the Code for which the Company or any of its ERISA Affiliates may be liable or under Section 409A of the Code for which the Company or any of its ERISA Affiliates or any participant in any Company Benefit Plan that is a nonqualified deferred compensation plan (within the meaning of Section 409A of the Code) may be liable. (f) Neither the execution and delivery of this Agreement or the consummation of the Transactions (either alone or in combination with any other event) will (i) entitle any current employees or former director, officer, employee or independent contractor of the Company to any compensation or benefit under any Company Benefit Plan or otherwise, (ii) accelerate the time of payment or vesting, or trigger any payment or funding, of any compensation or benefits or trigger any other obligation under any Company Benefit Plan or otherwise, (iii) increase the amount of compensation or benefits due to any current or former director, officer, employee or independent contractor of the Company (or their beneficiaries), or (iv) result in any breach or violation of, default under or limit the Company’s right to amend, modify or terminate any Company Benefit Plan. No payments or benefits contemplated by the Company Benefit Plans or otherwise would, in the aggregate, constitute excess parachute payments (as defined in Section 280G of the Code (without regard to subsection (b)(4) thereof)). Neither the Company nor any of its ERISA Affiliates is a nonqualified entity within the meaning of Section 457A of the Code. No Company Benefit Plan or any contract, agreement, plan, policy, or arrangement with any employee, officer, director, consultant or independent contractor of the Company or any of its ERISA Affiliates provides for a “gross-up” or similar payment in respect of any taxes that may become payable under Sections 409A or 4999 of the Code. (g) Neither the Company nor any of its ERISA Affiliates has now or at any time had an obligation to contribute to, or any Liability with respect to: (i) a plan subject to Title IV of ERISA, (ii) a Multiemployer Plan, (iii) a “multiple employer plan” within the meaning of Section 413(c) of the Code, (iv) a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA, or (v) any post-retirement medical or life insurance benefits, other than statutory liability for providing group health plan continuation coverage under Part 6 of Title I of ERISA and Section 4980B of the Code or applicable state Law at the sole cost of the individual. (h) Actuarially adequate accruals for all obligations under the Company Benefit Plans are reflected in the Financial Statements and such obligations include a pro rata amount of the contributions that would otherwise have been made in the Ordinary Course of Business and applicable Law for the plan years that include the Closing Date. (i) There has been no act or omission that would impair the ability of the Company and its Subsidiaries (and or any predecessor entitiessuccessor thereto) to be taken into account for purposes unilaterally amend or terminate any Company Benefit Plan. (j) With respect to each Company Benefit Plan which is a group health plan (as defined in Section 5001(b)(1) of eligibility and vesting (but not for purposes of pension benefit accrualthe Code), and for purposes the Company has complied, in all material respects, with the requirements of determining severance (to the extent applicable), vacation and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries in which employees Section 4980B of the Code. The Company participate to the extent such service was credited by the Company and its Subsidiaries under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit plan of Parent or any of its Subsidiaries. Company employees who, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees of the Company become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered has offered its full-time employees (as defined under the applicable medical, health or dental plans Section 4980H of the Company Code and the underlying regulations and guidance) the ability to elect minimum essential coverage that provides minimum value and is affordable for themselves, such that there will not be any liability or excise tax under Section 4980H(a) or (b) of the Code, and (ii) waive has met its reporting obligation under Sections 6055 and 6056 of the Code (as applicable). No event has occurred, and no conditions or circumstances exist, that would reasonably be expected to subject the Company, or any waiting period limitation Company Benefit Plan, to penalties or evidence excise taxes under Sections 4980D or 4980H of insurability requirement which would otherwise be applicable to such employee on the Code or after any other provision of the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan prior to the Effective TimeHealthcare Reform Laws.

Benefit Plans. Following (a) Until at least December 31, 2006, Parent shall provide or cause the Surviving Company to provide benefits to the employees of the Company as of the date of this Agreement who continue to be employed by the Surviving Company (such employees, the "CONTINUING EMPLOYEES") that, taken as a whole, are substantially comparable in the aggregate to such employees to those provided to such employees by the Company and its Subsidiaries as of the date hereof and thereafter comparable to similarly situated employees of Parent. (b) From and after the Effective Time, Parent shall, and shall cause service performed by the Surviving Company to, honor in accordance with their respective terms (as in effect on the date of this Agreement) all the Company Employment Agreements in Section 3.15(c) of the Company Disclosure Letter. (c) Parent will honor in accordance with their terms, all vested accrued benefit obligations to, and contractual rights of, current and former employees for of the Company and its Subsidiaries which are disclosed on the Company's Disclosure Letter, including the recently instituted severance policy set forth in Section 6.05(c) of the Company Disclosure Letter. Parent acknowledges that a "change of control" within the meaning of the Company Option Plans will occur on the Effective Time and that as a result all vesting of unvested options will be accelerated and all of them will vest. The Company may make any required employee matching contributions under its 401(k) Plan in a manner consistent with historical practices. (and d) With respect to any predecessor entities"EMPLOYEE BENEFIT PLAN", as defined in Section 3(3) of ERISA, maintained by Parent or any of its Subsidiaries, to be taken into account the extent such plan is made available to an employee of the Company, for all purposes of eligibility and vesting (but not for purposes of pension other than benefit accrual), service with the Company shall be treated as service with Parent or any of its Subsidiaries as applicable; PROVIDED, HOWEVER, that such service need not be recognized to the extent that such recognition would result in any duplication of benefits; and PROVIDED FURTHER that (i) the Continuing Employees who participate in the severance plan shall not be eligible to participate in Parent's employee severance plan until January 1, 2007 and then only to the extent provided under the Company severance policy and (ii) upon commencing participation in Parent's employee severance plan, the Continuing Employees shall be credited for prior service with the Company for purposes of determining their entitlements to severance benefits. (e) Parent shall waive, or cause to be waived, any pre-existing condition limitation under any welfare benefit plan maintained by Parent or any of its Affiliates (other than the extent applicable), vacation and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries Company) in which employees of the Company participate to the extent such service was credited by the Company (and its Subsidiaries under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees continue their eligible dependents) will be eligible to participate in any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit plan of Parent or any of its Subsidiaries. Company employees who, as of from and after the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, except to the extent earned as of the Effective Time, under that such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees of the Company become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible pre-existing condition limitation would have been applicable under the applicable comparable Company welfare benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan immediately prior to the Effective Time. Parent shall recognize, or cause to be recognized, the dollar amount of all expenses incurred by each Company employee (and his or her eligible dependents) during the calendar year in which the Effective Time occurs for purposes of satisfying such year's deductible and co-payment limitations under the relevant welfare benefit plans in which they will be eligible to participate from and after the Effective Time. (f) All amounts earned by Company employees under the Company's Long-Term Executive Incentive Plan (the "LTIP") shall be payable in accordance with the terms set forth under the heading "Chelsea Property Group, Inc. 2002-2006 Long-Term Executive Incentive Plan Payment Schedule" in Section 6.05(f) of the Company Disclosure Letter. No additional amounts shall thereafter be earned or payable under the LTIP. (g) The Company shall take all actions necessary and appropriate to ensure that (i) the Stock Purchase Plan is terminated prior to the REIT Effective Time, and that no Company employee shall thereafter have any rights under the Stock Purchase Plan, (ii) participation in the Stock Purchase Plan is suspended as of the end of the first "Option Period" (as defined in the Stock Purchase Plan) that occurs following the date of this Agreement and (iii) prior to the REIT Effective Time, participants in the Company's 401(k) Plan will no longer have the right to purchase shares of Company Common Stock through such plan. (h) Except as otherwise expressly provided in this Agreement, nothing contained in this Section 6.05 or elsewhere in this Agreement shall be construed to prevent, from and after the Effective Time, the termination of employment of any individual employee of the Company or any change in the employee benefits available to any such individual employee or the amendment or termination of any particular Company Employee Benefit Plan or other employee benefit plan, program, policy or arrangement. (i) Parent and the Company shall cooperate in good faith and take such reasonable steps as may be necessary or appropriate to ensure, to the extent reasonably practicable, that payments made to Company employees in connection with the REIT Merger and/or the OP Merger, or upon subsequent termination of employment, will not be treated as "excess parachute payments" under Section 280G of the Code.

Benefit Plans. Following (a) Effective upon the Effective TimeClosing, Parent the Transferred Employees shall cause service performed cease participation in any and all Existing Transferors Benefit Plans and shall be eligible to participate in employee benefit and fringe benefit plans maintained by current employees for American or one of its Subsidiaries (the Company “American Benefit Plans”), pursuant to which American shall provide the Transferred Employees from the Closing Date and during continued employment until the six-month anniversary of the Closing Date, with employee benefits that are substantially comparable in the aggregate to the employee benefits provided to such Transferred Employees under the Existing Transferors Benefit Plans immediately prior to the Closing. American and its Subsidiaries shall have no Liability under any of the Existing Transferors Benefit Plans, whether arising prior to, on or after the Closing. (and any predecessor entitiesb) to be taken into account Following the Closing Date, each Transferred Employee shall receive credit for purposes of eligibility and vesting (but not purposes under the American Benefit Plans and other plans, fringe benefits and perquisites in which they become eligible to participate for purposes time of pension benefit accrual)service with the Transferors or their respective Affiliates, and for purposes of determining severance (as applicable, to the extent applicable), vacation and other paid time off entitlements (to the extent applicable), credit was given under the benefit plans of Parent and its Subsidiaries in which employees of the Company participate to the extent such service was credited by the Company and its Subsidiaries under similar benefit plansapplicable Existing Transferors Benefit Plan; provided, however, that Parent with respect to any such credit for benefit accruals under any American Benefit Plans, there shall be no duplication of benefits. Each Transferred Employee’s time of service with the Transferors or its Subsidiaries may provide their respective Affiliates, as applicable, also shall be credited for purposes of calculating the amount of a Transferred Employee’s paid time off and severance pay. (c) American shall or shall cause the insurer to waive, or cause to be waived with respect to the Transferred Employees and their eligible dependents any pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods under any American Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), except to the extent that such employees continue to participate in any Employee Plan pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods would not have been satisfied or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit plan of Parent or any of its Subsidiaries. Company employees who, waived as of the Effective Time, are eligible for sabbaticals Closing under the Companycomparable Existing Transferors Benefit Plan in which the Transferred Employee participated. The American Benefit Plans that are welfare benefit plans shall give full credit for the dollar amount of all co-payments, deductibles and similar expenses incurred by such Transferred Employee (and his or her eligible dependents) under the comparable Existing Transferors Benefit Plan during the plan year that includes the Closing Date for purposes of satisfying such plan year’s paid sabbatical leave policy deductible, co-payment and other similar limitations under the relevant American Benefit Plan. (d) American and the Transferors shall be eligible cooperate to take paid sabbatical leaves effect a trustee-to-trustee transfer of absenceThe Inland Group, Inc. Savings Plan (the “Savings Plan”) accounts of Transferred Employees (including participant loan balances) from the Savings Plan to an American Benefit Plan that is tax qualified under Section 401(a) of the extent earned Code and that includes a cash or deferred arrangement under Section 401(k) of the Code. Beginning as of the Effective TimeClosing Date and through such date that the trustee-to-trustee transfer is effected, American or its Subsidiary, as applicable, shall deduct from the compensation of each Transferred Employee who has an outstanding loan balance under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to Savings Plan any scheduled Savings Plan loan payments that become payable under the terms of the participant loans as in effect on the Closing Date and promptly remit such policy. When employees payments to the trustee of the Company become eligible Savings Plan, and the Transferors shall cause the Savings Plan trustee to participate in a medical, dental or health plan apply such payments toward payment of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan prior to the Effective Timeoutstanding loan balances.

Benefit Plans. Following (a) Effective as of the Effective TimeClosing, Parent shall provide that all retained employees of the Company and its subsidiaries, who are not subject to collective bargaining agreements, shall participate in the Company's existing employee benefit plans or, at the option of the Parent, to participate in the employee benefit plans and arrangements of Parent (other than those plans that are the subject of collective bargaining) on a basis no less favorable in the aggregate than similarly situated employees of Parent and its subsidiaries and, with respect to employees who are the subject of collective bargaining agreements, all benefits and other terms and conditions of employment shall be provided in accordance with the applicable collective bargaining agreement; provided, however, that for purposes of the foregoing, no Stock Plan or other plan, program or arrangement related to the stock of the Company or its subsidiaries shall be considered nor shall Parent or any affiliate thereof have any obligation to issue or provide any benefits related to the stock of the Company or its subsidiaries, other than as provided in Section 2.02. In the event that any employee of the Company or its affiliates is transferred to the Parent or any affiliate of Parent or becomes a participant in an employee benefit plan, program or arrangement maintained by or contributed by the Surviving Corporation or its affiliates, Parent shall cause such plan, program or arrangement to treat the prior service performed by current employees for of such employee with the Company and or its Subsidiaries (and any predecessor entities) to be taken into account for purposes of eligibility and vesting (but not for purposes of pension benefit accrual)affiliates, and for purposes of determining severance (to the extent applicable), vacation and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries in which employees of the Company participate to the extent such prior service was credited by is recognized under the Company and comparable plan, program or arrangement of the Company, as service rendered to the Surviving Corporation or its Subsidiaries under similar benefit plansaffiliate, as the case may be; provided, however, that Parent may cause a reduction of benefits under any such plans, programs or its Subsidiaries may provide that such employees continue arrangements to participate in the extent necessary to avoid duplication of benefits with respect to the same covered matter or years of service and with respect to any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable defined benefit pension plan of Parent or any affiliate of its Subsidiaries. Company employees whoParent, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy no such prior service shall be eligible recognized for any purposes other than eligibility to take paid sabbatical leaves participate or vesting of absence, to benefits. (b) To the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When that retained employees of the Company and its subsidiaries become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit planplans sponsored by Parent and its subsidiaries (other than Company Benefit Plans), Parent shall cause each such plan to (i) waive any all limitations as to preexisting condition limitations exclusions and waiting periods with respect to participation and coverage requirements applicable to such employees and their respective dependents under any welfare benefit plans that such employees and dependents may be eligible to participate in, effective on or after the Closing Date, but only to the extent that such exclusions and waiting periods were inapplicable or satisfied under the analogous Company Benefit Plan; and (ii) provide each such employee or dependent with credit for any co-payments and deductibles paid prior to the Closing Date in respect of the plan year in progress at the time such participation begins in satisfying any applicable co-payment, deductible or out-of-pocket requirement under any analogous welfare plans that such employees or dependents are eligible to participate in on or after the Closing Date, but only to the extent such conditions were covered co-payment, deductible or out-of-pocket requirements would be deemed satisfied under the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan prior to the Effective TimeBenefit Plan.

Benefit Plans. Following The Company shall, with respect to each employee of the Seller and the Seller Subsidiaries at the Effective Time who shall continue in employment with the Company or a Company Subsidiary after the Merger (each a "Continued Employee"), provide the benefits described in this Section 6.10. Each Continued Employee shall be entitled, as an employee of the Company or a Company Subsidiary, to participate in such employee benefit plans, as defined in Section 3(3) of ERISA, or any non-qualified employee benefit plans or deferred compensation, stock option, bonus or incentive plans, or other employee benefit or fringe benefit programs that may be in effect generally for employees of the Company and the Company Subsidiaries (the "Company Employee Plans"), subject to the Company's right, in its sole discretion, to subsequently amend, modify or terminate any such Company Employee Plans, if as a Continued Employee he or she shall be eligible and, if required, selected for participation therein under the terms thereof and otherwise shall not be participating in a similar Seller Benefit Plan maintained by the Company after the Effective Time, Parent . Continued Employees shall cause service performed by current be eligible to participate on the same basis as similarly situated employees for of the Company and its Subsidiaries (the Company Subsidiaries. Except as otherwise provided herein, all such participation shall be subject to such terms of such Company Employee Plans as may be in effect from time to time, and this Section 6.10 is not intended to, and shall not, give Continued Employees any predecessor entities) rights or privileges superior to those of other employees of the Company or the Company Subsidiaries. The Company may terminate or modify all Seller Benefit Plans except insofar as benefits thereunder shall have vested at the Effective Time and cannot be taken into account modified, and the Company's obligation under this Section 6.10 shall not be deemed or construed so as to provide duplication of similar benefits but, subject to that qualification, the Company shall, for purposes of eligibility vesting and vesting any age or period of service requirements for commencement of participation with respect to any Company Employee Plans in which Continued Employees may participate (but not for purposes of pension benefit accrualaccruals under any defined benefit plan), credit each Continued Employee with his or her term of service with the Seller and for purposes of determining severance (the Seller Subsidiaries; and provided that a Continued Employee shall not be subject to the extent applicable), vacation and other paid time off entitlements (to the extent applicable), any waiting periods or preexisting condition exclusions under the benefit plans of Parent and its Subsidiaries in which employees of the a Company participate to the extent such service was credited by the Company and its Subsidiaries under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following the Effective Time until that is an "employee welfare benefit plan" as defined in Section 3(1) of ERISA, other than waiting periods and exclusions that are already in effect with respect to such practicable date as they commence participation in an applicable benefit plan of Parent or any of its Subsidiaries. Company employees who, Continued Employee and that have not been satisfied as of the Effective Time, are eligible for sabbaticals Time under any Seller Benefit Plan of a similar type in which the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees of the Company become eligible to participate Continued Employee participated in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan immediately prior to the Effective Time; provided, further, that to the extent that the initial period of coverage for Continued Employees under any Company Employee Plan that is an "employee welfare benefit plan" as defined in Section 3(1) of ERISA is not a full twelve (12) month period of coverage, Continued Employees shall be given credit under the applicable Company Employee Plan for any deductibles and co-insurance payments made by such Continued Employees under the Seller's benefit plans during the balance of such twelve (12) month period of coverage. In connection with the transition of the Continued Employees to the Company Employee Plans, Seller and the Seller Subsidiaries shall take such actions as the Company may request to terminate, freeze or amend all or certain of the Seller Benefit Plans in the manner requested by the Company, effective immediately prior to the Effective Time or such other time requested by the Company.

Benefit Plans. Following After the Effective TimeTime of the Merger, Parent shall cause service performed by current all employees for of ▇▇▇▇▇, the Company and its ▇▇▇▇▇ Subsidiaries, any ▇▇▇▇▇ Non-Controlled Subsidiaries (and any predecessor entitiesSubsidiary thereof who are employed by the Surviving Entity or any of the Surviving Entity's Subsidiaries shall be eligible to participate in substantially the same manner as other similarly situated employees of the Surviving Entity or any of the Surviving Entity's Subsidiaries who were formerly employees of Archstone in any Pension Plan or Welfare Plan sponsored or maintained by the Surviving Entity or the Surviving Trust after the Effective Time of the Merger (the "Survivor Plans") or, if Archstone determines it is not practicable for such employees to do so immediately after the Effective Time of the Merger, then such employees shall continue to be taken into account for purposes eligible to participate in Employee Plans which constitute Pension Plans or Welfare Plans which are continued by the Surviving Entity or the Surviving Trust until such time as Archstone determines it is practicable to include them in the Survivor Plans as contemplated above. With respect to each Survivor Plan, service with ▇▇▇▇▇ or any ▇▇▇▇▇ Subsidiary (as applicable) and the predecessor of eligibility and vesting (but not for purposes any of pension benefit accrual), and them shall be included for purposes of determining severance eligibility to participate, vesting (if applicable) and determination of the level of entitlement to the extent applicable(other than benefit accrual under a defined benefit plan), vacation and other paid time off entitlements (to the extent applicable), benefits under the benefit plans of Parent and its Subsidiaries in which employees of the Company participate such Survivor Plans to the extent such service was credited taken into account for similar purposes under a corresponding Employee Plan. Archstone shall, or shall cause its Subsidiaries to, (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements of the Survivor Plan which is applicable to all employees of ▇▇▇▇▇, the ▇▇▇▇▇ Subsidiaries, any ▇▇▇▇▇ Non-Controlled Subsidiaries or any Subsidiary thereof who are employed by the Company and its Subsidiaries Surviving Entity under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide any Welfare Plan that such employees continue may be eligible to participate in any Employee Plan or International Plan following after the Effective Time until of the Merger, other than limitations or waiting periods that are in effect with respect to such practicable date as they commence participation in an applicable benefit plan of Parent or any of its Subsidiaries. Company employees who, as of the Effective Time, are eligible for sabbaticals Time of the Merger under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned a Corresponding Employee Plan and that have not been satisfied as of the Effective TimeTime of the Merger, and (ii) provide each such employee of ▇▇▇▇▇, the ▇▇▇▇▇ Subsidiaries, any ▇▇▇▇▇ Non-Controlled Subsidiaries or any Subsidiary thereof who is employed by the Surviving Entity or any of the Surviving Entity's Subsidiaries with credit for any co-payments and deductibles paid during the plan year prior to the Effective Time of the Merger under a corresponding Employer Plan for purposes of satisfying any applicable deductible or out-of- pocket requirements under any Survivor Plan which is a Welfare Plan that such policy or a substantially identical sabbatical or leave of absence policy of Parent employees are eligible to participate in after the Effective Time pursuant to the terms of such policy. When employees of the Company become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan prior to the Effective TimeMerger.

Benefit Plans. Following (a) From and after the Effective Time, Parent shall cause service performed by current provide former employees for of the Company or the Company Bank who remain as employees of Parent or any Parent Subsidiary with pension and welfare benefits under employee benefit plans no less favorable in the aggregate than those provided to similarly situated employees of Parent or its Subsidiaries (and any predecessor entities) Subsidiaries, as the case may be. Parent shall cause each employee benefit plan, program, policy or arrangement of Parent in which employees of the Company or the Company Bank are eligible to be taken participate to take into account for purposes of eligibility and vesting (but not thereunder except for purposes of pension benefit accrual), and qualifying for purposes of determining severance (subsidized early retirement benefits or to the extent applicable)it would result in a duplication of benefits, vacation and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries in which service by employees of the Company participate and its Subsidiaries as if such service were with Parent, to the same extent such service was credited by the Company and its Subsidiaries under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit a comparable plan of the Company. Notwithstanding the foregoing, nothing contained herein shall obligate Parent or any Parent Subsidiary to (i) maintain any particular Benefit Plan or (ii) retain the employment of its Subsidiaries. Company employees who, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When any particular employee. (b) If employees of the Company or the Company Bank become eligible to participate in a medical, dental or health plan of Parent, Parent shall cause, to the extent permissible under the applicable benefit planpracticable, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company or the Company Bank, (ii) honor under such plans any deductible, co-payment and out-of-pocket expenses incurred by the employees and their beneficiaries during the portion of the calendar year prior to such participation and (iiiii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan prior to the Effective Time. (c) If Parent determines that one or more Benefit Plans of the Company or any Company Subsidiary should be amended, modified or terminated prior to the Effective Time, the Company or any Company Subsidiary, as the case may be, shall take, or cause to be taken, all actions reasonably requested by Parent to so amend, modify or terminate and, if reasonably necessary or appropriate, obtain applicable determination letters or other required approvals from the IRS and/or the Department of Labor, as appropriate, in connection with such action. (d) Effective as of no later than the day immediately preceding the Effective Date, the Company shall terminate the 401(k) Plan unless Parent provides written notice to the Company that the 401(k) Plan shall not be terminated. If the 401(k) Plan is terminated pursuant to the previous sentence, Parent will offer the Plan participants an election to roll-over their Plan accounts into the Parent’s 401(k) Plan, or the 401(k) Plan may distribute its nets assets to participants, former participants and beneficiaries in accordance with the 401(k) Plan and applicable laws. If the 401(k) Plan is terminated pursuant to the first sentence of this Section 6.12(d), the Company shall provide Parent with evidence that the 401(k) Plan has been terminated (effective as of no later than the day immediately preceding the Effective Date) pursuant to resolutions of the Company Board. The form and substance of such resolutions shall be subject to the review and reasonable and timely approval of Parent. The Company also shall take such other actions in furtherance of terminating the 401(k) Plan as Parent may reasonably require. (e) Employees of Company and Company Bank will also participate in the employee stock option plan(s) of Parent and Parent Bank to a comparable extent and at a comparable level to those similarly situated employees of Parent and Parent Bank. Employees of Company and Company Bank will be entitled to carry over unused vacation days and sick leave accrued as of the Effective Time. (f) As of the Effective Time, Parent shall assume and honor and cause Parent Bank to assume and to honor in accordance with their terms the agreements of the Company and/or Company Bank with respect to any benefits or payments or restricted stock plan awards triggered by a change of control of the Company or Company Bank set forth in Section 6.12(f) of the Company Disclosure Schedule (the “CIC Agreements”). Parent acknowledges and agrees that the Merger will constitute a merger, sale or a change of control of Company and Company Bank for all purposes under the CIC Agreements. The provisions of this Section 6.12(f) are intended to be for the benefit of, and shall be enforceable by, each director, officer or employee that is a party to any such agreement.

Benefit Plans. (a) Following the Effective Time, Parent FNB shall take all reasonable action so that employees of PFC and the PFC Subsidiaries shall be entitled to participate, effective as soon as administratively practicable following the Effective Time, in each employee benefit plan, program or arrangement of FNB of general applicability with the exception of FNB’s defined benefit pension plan and any other plans frozen to new participants (the “FNB Plans”) to the same extent as similarly-situated employees of FNB and its Subsidiaries, it being understood that inclusion of the employees of PFC and the PFC Subsidiaries in the FNB Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Benefit Plans of PFC and the PFC Subsidiaries until such employees are permitted to participate in the FNB Plans and provided further, however, that nothing contained in this Agreement shall require FNB or any of its Subsidiaries to make any grants to any former employee of PFC under any discretionary equity compensation plan of FNB. FNB shall cause service performed by current each FNB Plan in which employees for of PFC and the Company and its PFC Subsidiaries (and any predecessor entities) are eligible to be taken into account for purposes of eligibility and vesting (but not for purposes of pension benefit accrual)participate to recognize, and for purposes of determining eligibility to participate in, the vesting of benefits under the FNB Plans and the entitlement to benefits under the FNB Plans (including, but not limited to, severance benefit and vacation plans), the service of such employees with PFC and the PFC Subsidiaries (or predecessor companies) to the same extent applicable), vacation and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries in which employees of the Company participate to the extent as such service was credited for such purpose by PFC or the Company and its Subsidiaries under similar benefit plans; PFC Subsidiaries, provided, however, that Parent or its Subsidiaries may provide such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those Benefit Plans of PFC and the PFC Subsidiaries that correspond to FNB Plans until employees continue of PFC and the PFC Subsidiaries are included in such FNB Plans, nothing in this Agreement shall limit the ability of FNB to participate amend or terminate any of PFC’s Benefit Plans in accordance with and to the extent permitted by their terms at any Employee Plan or International Plan time permitted by such terms. (b) At and following the Effective Time until such practicable date Time, and except as they commence participation otherwise provided in an applicable Section 6.6(d), FNB shall honor, and, to the extent required by any individual agreement, assume, and the Surviving Company shall continue to be obligated to perform, in accordance with their terms, all benefit plan obligations to, and contractual rights of, current and former employees of Parent or any PFC and the PFC Subsidiaries and current and former directors of its Subsidiaries. Company employees who, PFC and the PFC Subsidiaries existing as of the Effective TimeDate, as well as all employment, executive severance or “change-in-control” or similar agreements, plans or policies of PFC that are eligible set forth in Section 6.6(b) of the PFC Disclosure Schedule. The severance or termination payments that are payable pursuant to any such severance agreements, plans or policies of PFC are described in Section 6.6(b) of the PFC Disclosure Schedule. Following the consummation of the Merger and for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absenceone year thereafter, FNB shall, to the extent earned not duplicative of other severance benefits, pay employees of PFC or its Subsidiaries whose employment is terminated by FNB for reasons other than cause, severance as set forth in Section 6.6(b) of the Effective TimeFNB Disclosure Schedule. Following the expiration of the foregoing severance policy, any years of service recognized for purposes of this Section 6.6(b) will be taken into account under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of any applicable severance policy of FNB or its Subsidiaries. (c) At such policy. When time as employees of PFC and the Company PFC Subsidiaries become eligible to participate in a medical, dental or health plan of ParentFNB or its Subsidiaries, to the extent permissible under the applicable benefit planreasonably practicable and available from its insurers, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were are covered under the applicable medical, health or dental plans of PFC and its Subsidiaries, (ii) honor under such plans any deductibles, co-payments and out-of-pocket expenses incurred by the Company employees of PFC and its Subsidiaries and their beneficiaries during the portion of the plan year prior to such participation, and (iiiii) waive any waiting period limitation or evidence of insurability requirement which that would otherwise be applicable to such employee or dependent on or after the Effective Time to the extent such employee or dependent had satisfied any similar limitation or requirement under an analogous Company plan Benefit Plan prior to the Effective Time. (d) PFC shall permit the PFC Employee Stock Ownership Plan as amended and restated effective as of January 1, 2008 (the “ESOP”) to terminate in accordance with its terms effective as of the occurrence of a “change in control” as defined in Section 7.4(e) of the ESOP (the “ESOP CIC Date”) and the accounts of all participants and beneficiaries in the ESOP as of the ESOP CIC Date to become fully vested as of the ESOP CIC Date. All shares of PFC Common Stock held in the ESOP shall be converted into the Common Stock Merger Consideration. As soon as practicable after the date hereof, PFC shall, after consultation with FNB, file or cause to be filed all necessary documents with the IRS for a determination letter that the termination of the ESOP as of the ESOP CIC Date will not adversely affect the ESOP’s qualified status, with a copy to be provided to FNB and its counsel. Prior to the Effective Time, PFC and, following the Effective Time, FNB shall use their respective reasonable best efforts to obtain such favorable determination letter (including, but not limited to, adopting such amendments to the ESOP as may be requested by the IRS as a condition to its issuance of a favorable determination letter). As soon as practicable following the later of the Effective Time or the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall be either distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct, except that ESOP participants whose employment is terminated by FNB may elect to receive their ESOP account balance prior to the receipt of the IRS determination letter but following their termination of employment. FNB agrees to permit ESOP participants who become employees of FNB and its Subsidiaries to roll over their account balances in the ESOP to the FNB 401(k) Plan. (e) Immediately prior to the Effective Time, PFC shall, at the written request of FNB, freeze or terminate such of the PFC Benefit Plans as is requested by FNB, provided that such request is received from FNB in a timely manner. (f) In order to assist with a smooth transition of the operations of PFC and its Subsidiaries and the transactions which this Agreement contemplates, FNB or one of its Subsidiaries agree to offer employment to certain officers and employees of PFC and its Subsidiaries as employees of FNB and its Subsidiaries following the Effective Time upon the terms and subject to the conditions set forth in Section 6.6(f) of the FNB Disclosure Schedule.

Benefit Plans. Following (a) Effective as of 12:01 a.m. on the Effective TimeClosing Date, Parent and provided that the Closing occurs, each Company Continuing Employee shall cause service performed by current employees for cease all active participation in and accrual of benefits under the Benefit Plans that are not Assumed Benefit Plans (the “Retained Benefit Plans”). The Seller shall retain sponsorship of, shall make all required payments to any Company Continuing Employee under, and shall retain and indemnify and hold harmless the Purchaser and its Subsidiaries Affiliates (including, for clarity, the Holding Companies and any predecessor entitiesCompany Subsidiaries) to be taken into account for purposes of eligibility and vesting (but not for purposes of pension benefit accrual)against, and for purposes of determining severance (to the extent applicable), vacation and other paid time off entitlements (to the extent applicable), all Losses under the benefit plans of Parent and its Subsidiaries in which employees of the Company participate to the extent such service was credited by the Company and its Subsidiaries under similar benefit plans; providedRetained Benefit Plans, howeverwhether arising before, that Parent or its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit plan of Parent or any of its Subsidiaries. Company employees who, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees of the Company become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Closing, and the Purchaser and its Affiliates (including, for clarity, the Holding Companies and Company Subsidiaries) shall not assume sponsorship of, contribute to or maintain, or have any Liability with respect to, the Retained Benefit Plans. For further clarity, on or following the Closing Date, no amounts whether in cash or in equity relating to a Retained Benefit Plan shall be paid through the payroll system of the Holding Companies or any Company Subsidiary; provided that if the Purchaser consents, in its sole discretion, that any such payments may be paid through such payroll systems, the applicable employer portion of payroll, social security, unemployment or similar Taxes payable in connection with such amounts or related thereto shall be borne and paid by the Seller. (b) Effective Time as of 12:01 a.m. on the Closing Date, and provided that the Closing occurs, the Purchaser shall assume and honor in accordance with their terms the Assumed Benefit Plans, and the Seller shall not sponsor, contribute to or maintain, or have any Liability with respect to, the extent such employee had satisfied Assumed Benefit Plans; provided that, this Section 7.02(b) shall in no way limit or affect any similar limitation of the Purchaser’s rights, or requirement limit or affect any of the Seller’s obligations, under an analogous this Agreement. (c) No amounts payable under the MEP (as defined in Section 4.11(a) of the Seller Disclosure Letter) shall be paid through the payroll system, or otherwise become a Liability, of the Purchaser or its Affiliates (including, for clarity, the Holding Companies and the Company plan prior to the Effective TimeSubsidiaries).

Benefit Plans. Following (a) Prior to the Effective Time, Parent SB shall cause service performed take all action necessary to terminate any and all 401(k) Plans SB maintains and any other Benefit Plan that EWB may specify. (b) EWB agrees that as of and following the Effective Time, the employees of SB as of the Effective Time who are offered and who accept employment with EWBC or EWB (the “Former SB Employees”) shall be eligible to participate in EWBC’s or EWB’s employee benefit plans in which the similarly situated employees of EWBC or EWB participate, to the same extent as such similarly situated employees of EWBC or EWB participate. (c) With respect to each employee benefit plan, program, policy or arrangement maintained by EWBC or EWB for the benefit of current employees for the Company of EWBC or EWB (each such plan, program, policy or arrangement, an “EWB Plan”), EWBC and its Subsidiaries (and any predecessor entities) to be taken into account EWB agrees that for purposes of determining eligibility to participate and vesting (but not for purposes of pension benefit accrualaccrual purposes), and for purposes of determining severance (to the extent applicable), vacation and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries in which employees of the Company participate to the extent such service was credited by the Company and its Subsidiaries under similar benefit planswith SB shall be treated as service with EWBC or with EWB; provided, however, that Parent or its Subsidiaries may provide such service shall not be recognized to the extent that such employees continue recognition would result in a duplication of benefits. To the extent permitted by any insurer of an EWB Plan, EWB shall cause such EWB Plan to participate in waive (i) any Employee pre-existing condition restriction that did not apply under the terms of any analogous Benefit Plan or International Plan following immediately prior to the Effective Time until such practicable date as they commence participation in an applicable benefit plan of Parent or any of its Subsidiaries. Company employees who, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees of the Company become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee a Former SB Employee on or after the Effective Time to the extent such employee Former SB Employee had satisfied any similar limitation or requirement under an analogous Company plan Benefit Plan prior to the Effective TimeTime and shall cause such EWB Plan to give each Former SB Employee credit for amounts paid under any analogous Benefit Plan for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the EWB Plan.

Benefit Plans. Following (a) As soon as administratively practicable after the Effective Time, Parent SHBI shall cause service performed by current transition Transferred Employees of Severn and its Subsidiaries from the Benefit Plans of Severn and its Subsidiaries to the corresponding SHBI Benefit Plans and take all reasonable action so that Transferred Employees of Severn and its Subsidiaries shall be entitled to participate in each SHBI Benefit Plan of general applicability to the same extent as similarly-situated employees for the Company of SHBI and its Subsidiaries (it being understood that inclusion of the Transferred Employees of Severn and its Subsidiaries in the SHBI Benefit Plans may occur at different times with respect to different plans), provided that coverage shall be continued under the corresponding Benefit Plans of Severn and its Subsidiaries until such Transferred Employees are permitted to participate in the SHBI Benefit Plans and provided further, however, that nothing contained herein shall require SHBI or any predecessor entities) of its Subsidiaries to be taken into account make any grants to any former employee of Severn and its Subsidiaries under any discretionary equity compensation plan of SHBI. SHBI shall cause each SHBI Benefit Plan in which employees of Severn and its Subsidiaries are eligible to participate to recognize, for purposes of determining eligibility to participate in, the vesting of benefits and vesting for all other purposes (but not for purposes accrual of pension benefit accrual), and for purposes of determining severance (to the extent applicable), vacation and other paid time off entitlements (to the extent applicable), benefits) under the benefit plans SHBI Benefit Plans, the service of Parent such Transferred Employees with Severn and its Subsidiaries in which employees of the Company participate to the same extent as such service was credited for such purpose by the Company Severn and its Subsidiaries under similar benefit plans; Subsidiaries, provided, however, that Parent or its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit plan of Parent or any of its Subsidiaries. Company employees who, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy service shall not be eligible to take paid sabbatical leaves of absence, recognized to the extent earned as that such recognition would result in a duplication of benefits or to the Effective Time, extent not otherwise permissible under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policya SHBI Benefit Plan provided, however, that SHBI shall not amend any SHBI Benefit Plan to prohibit Transferred Employees from receiving credit for prior service with Severn and its Subsidiaries as contemplated by this Section 6.11. When employees Nothing herein shall limit the ability of SHBI to amend or terminate any of the Company SHBI Benefit Plans or the Severn Benefit Plans in accordance with their terms at any time. (b) In the event SHBI transitions Transferred Employees of Severn and its Subsidiaries from the group medical, dental, health, life or long-term disability plan of Severn and its Subsidiaries to the corresponding SHBI Benefit Plan at any time prior to the end of the applicable plan year of the group medical, dental, health, life or long-term disability plan of Severn and its Subsidiaries, at such time as Transferred Employees become eligible to participate in a medicalsuch corresponding SHBI Benefit Plan, dental or health plan of Parent, SHBI shall use commercially reasonable efforts to the extent permissible under the applicable benefit plan, Parent shall cause each such plan SHBI Benefit Plan to (i) waive any preexisting condition limitations to the extent such conditions were are covered under the applicable SHBI Benefit Plan, (ii) provide full credit under medical, health or and dental plans for any deductibles, co-payment and out-of-pocket expenses incurred by the Transferred Employees and their beneficiaries during the portion of the Company calendar year prior to such participation and (iiiii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan a corresponding Severn Benefit Plan prior to the Effective Time, provided, however, that such waiver shall not be required to the extent that such waiver would result in a duplication of benefits or to the extent not otherwise permissible under the terms of a contract insuring benefits under the SHBI Benefit Plans. (c) No later than forty-five (45) days from the date of this Agreement, SHBI shall identify the Employees for whom SHBI agrees to continue employment following the Closing provided they are employed by, and in good standing with, Severn and its Subsidiaries immediately prior to the Closing (the “Transferred Employees”). Effective as of, and subject to, the Closing, Severn and its Subsidiaries shall terminate the employment of those Employees who are not Transferred Employees and shall pay any severance, retention, change in control, accrued and unused paid time off or other similar payments, in each case, which have been Previously Disclosed by Severn to SHBI, obtain an executed general release of claims that has not been revoked, and pay to the proper taxing authorities any income and employment Tax withholding as well as the employer portions of any applicable employment Taxes. For the avoidance of doubt, the Option Merger Consideration will be paid by Severn to all Employees (including Employees who are not Transferred Employees) with respect to all outstanding Severn Options, whether vested or unvested, in accordance with Section 3.08 of this Agreement. Except as disclosed on Schedule 3.08(c) of Severn’s Disclosure Schedule, those employees of Severn and its Subsidiaries who do not continue their employment with SHBI or its Subsidiaries following the Effective Time, or who are Transferred Employees who have a “Qualifying Termination Event” within twelve (12) months of the Effective Time, and in each case who are not a party to an employment agreement or otherwise entitled to an existing severance package and who sign and deliver a release agreement (to be agreed by SHBI and Severn) within sixty (60) days of the Effective Time or later date of termination, as the case may be, shall be entitled to receive a single lump sum payment of severance equal to two weeks of base salary for each completed year of service, with a minimum of 4 weeks and a maximum of 26 weeks. For purposes of the foregoing, any severance benefits payable in accordance with the immediately preceding sentence pursuant to timely delivered termination and release agreements shall be paid on the later to occur of (i) the SHBI payroll date for the SHBI payroll period during which the former employee delivers to the Surviving Corporation his or her executed termination and release agreement, or (ii) the SHBI payroll date for the SHBI payroll period during which the former employee’s termination and release agreement becomes effective following the expiration of any revocation period afforded under applicable law. If Severn or any of its Subsidiaries has any other severance pay plan or arrangement, then any amounts paid pursuant to that plan or arrangement shall reduce the amount that the employee will receive under this Section 6.11(c) and in no event shall there be any duplication of severance pay. Nothing contained in this Section 6.11(c) hereof shall be construed or interpreted to limit or modify in any way SHBI’s or its Subsidiaries at will employment policy or provide any third party beneficiary rights to employees of Severn or any of its Subsidiaries. In no event shall severance pay be taken into account in determining the amount of any other benefit (including but not limited to, an individual’s benefit under any retirement plan or policy). For purposes of this Section 6.11(c), a “Qualifying Termination Event” shall mean: (i) an involuntary termination of a Transferred Employee by SHBI or any of its Subsidiaries for any reason other than for “cause” (as determined under the policies of SHBI or any agreement applicable to the Transferred Employee); or (ii) a voluntary resignation of a Transferred Employee due to either (A) a 10% or greater reduction in rate of base salary, or (B) SHBI or any of its Subsidiaries requiring the Transferred Employee to be based at any office or location resulting in an increase in the Transferred Employee’s commute by 50 miles or more.

Benefit Plans. Following (a) Parent agrees to provide individuals who are employed by the Company or any of its Subsidiaries on the Effective TimeTime (the “Employees”), and while they are employed by the Company, Parent shall cause service performed or any of their Subsidiaries, with employee benefits that are substantially comparable in the aggregate to those benefits provided by current employees for the Company Parent to its and its Subsidiaries (and any predecessor entities) Subsidiaries’ similarly situated employees. Parent will cause the employee benefit plans that such Employees are eligible to be taken participate in to take into account for purposes of eligibility and vesting (but not for purposes thereunder service by such Employees with the Company and its Subsidiaries as if such service were with Parent or any of pension benefit accrual)its Subsidiaries, and for purposes of determining severance (as the case may be, to the same extent applicable), vacation that such service was credited under a comparable plan of the Company and other paid time off entitlements (its Subsidiaries immediately prior to the extent applicable), Effective Time. Any pre-existing condition limitations under the benefit medical, dental and health plans of Parent and its Subsidiaries in which employees of the Company participate will apply to the Employees only to the same extent that such service was credited by pre-existing condition limitations were applicable to Employees under comparable plans of the Company and its Subsidiaries under similar benefit plans; provided, however, that Parent Subsidiaries. Employees will retain credit for unused vacation and sick days which were accrued with the Company or its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit plan of Parent or any of its Subsidiaries. Company employees who, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy Time and shall be eligible entitled to take paid sabbatical leaves use or receive payment for such accrued and unused vacation and sick days in accordance with the policy of absence, to the extent earned Company as of the Effective TimeTime or Parent’s policy, under if such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant is more beneficial to the terms of such policy. When Employees. (b) If any Company employees of the Company become eligible to participate in a medical, dental or health plan of ParentParent or its Subsidiaries, Parent shall use commercially reasonable efforts to cause, to the extent permissible under the applicable benefit planpracticable, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, dental or health or dental plans of the Company and its Subsidiaries, (ii) honor under such plans any deductible, co-payment and out-of-pocket expenses incurred by such employees and their beneficiaries under similar plans of the Company and its Subsidiaries during the portion of the calendar year prior to such participation and (iii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee or such employee’s beneficiaries on or after the Effective Time to the extent such employee or such employee’s beneficiaries had satisfied any similar limitation or requirement under an analogous Company plan prior to the Effective Time. (c) Parent agrees to honor all employment agreements, severance agreement, and deferred compensation agreements that Company and its Subsidiaries have with the Employees, former employees and directors and which have been set forth in Section 5.02(m) of Company’s Disclosure Schedule. Notwithstanding the generality of the foregoing sentence, Parent agrees to specifically assume and be obligated for the obligations of the Company as of the Effective Time under the Change of Control Severance Plan, Stay Bonus Plan, Incentive Bonus Agreements and Director Indemnification Agreements set forth in Section 5.02(k) of Company’s Disclosure Schedule and further agrees not to amend, modify or terminate any of such plans or agreements after the Effective Date without the written consent of the parties to the applicable agreements or beneficiaries of the applicable plans, as the case may be. In addition, Parent agrees to assume the obligations of the Bank under the Metrobank Retiree Medical Plan set forth in Section 5.02(m) of Company’s Disclosure Schedule for the individuals who are participants in the Retiree Medical Plan as of the date hereof and further agrees not to amend or terminate such plan with respect to such participants for a period of at least seven (7) years following the Effective Date, provided, however, that Parent shall not be required to make any monthly payment to any individual participant during such period that is in excess of 150% of the monthly payment being made to each such participant as of the Effective Date, and the Parent may amend the Retiree Medical Plan to provide for such limitation. Neither the Parent, the Company nor any Subsidiary shall have any obligation to provide coverage under the Retiree Medical Plan to any Employee or former employee who does not participate in the Retiree Medical Plan on the date hereof, and the Parent may amend the Retiree Medical Plan accordingly. Except for the agreements described in this Section 6.11(c) and except as otherwise provided in this Section 6.11, the Benefit Plans shall, in the sole discretion of Parent, be frozen, terminated or merged into comparable plans of Parent, effective as Parent shall determine in its sole discretion.

Benefit Plans. Following (a) PNC shall, or shall cause the Company to, from and after the Effective Time, Parent shall cause service performed by current employees for (1) comply with the Benefit Plans of the Company and its Subsidiaries (and any predecessor entitiesthe “Company Benefit Plans”) to be taken into account for purposes of eligibility and vesting in accordance with their terms, (but not for purposes of pension benefit accrual), and for purposes of determining severance (to 2) provide the extent applicable), vacation and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries in which employees of the Company participate to with (A) until December 31, 2005, benefits under employee benefit plans that are no less favorable in the extent such service was credited aggregate than those provided by the Company on the date hereof and its Subsidiaries under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following (B) until the Effective Time until such practicable date as they commence participation in an applicable benefit plan of Parent or any of its Subsidiaries. Company employees who, as first anniversary of the Effective Time, severance benefits on an individual-by-individual basis that are eligible for sabbaticals equal to the severance benefits provided by the Company under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to ▇▇▇▇▇ National Corporation Employee Severance Policy on the extent earned date hereof other than any such employees who as of the Effective TimeTime are parties to Senior Executive Change of Control and Retention Agreements or other individual agreements providing for payments in connection with the termination of any such employee party, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When (3) provide employees of the Company become eligible to participate in a medical, dental credit for years of service with the Company or health plan any of Parent, its subsidiaries or their predecessors prior to the extent permissible Effective Time for the purpose of eligibility, vesting and benefit accruals (other than benefit accruals under the applicable a defined benefit pension plan), Parent shall (4) cause each such plan to (i) waive any preexisting and all pre-existing condition limitations (to the extent such conditions were covered limitations did not apply to a pre-existing condition under comparable Company Benefit Plans) and eligibility waiting periods under group health plans of PNC to be waived with respect to employees of the applicable medical, health Company who remain as employees of PNC or dental plans its subsidiaries (and their eligible dependents) and (5) cause to be credited any deductibles or out-of-pocket expenses incurred by employees of the Company and their beneficiaries and dependents during the portion of the calendar year prior to their participation in PNC’s health plans with the objective that there be no double counting during the year in which the Closing Date occurs of such deductibles or out-of-pocket expenses. PNC and the Company agree to honor, or to cause to be honored, in accordance with their terms, all vested or accrued benefit obligations to, and contractual rights of, current and former employees of the Company and its subsidiaries, including, without limitation, any benefits or rights arising as a result of the transactions contemplated by this Plan (either alone or in combination with any other event); it being understood and agreed to by the parties hereto that the transactions contemplated by this Plan shall constitute a “change of control” for purposes of the Company Benefit Plans. (b) PNC hereby expressly assumes at the Effective Time (i) the Previously Disclosed special retention letter agreements, (ii) waive any waiting period limitation or evidence the ▇▇▇▇▇ National Corporation Senior Executive Change of insurability requirement which would otherwise be applicable Control and Retention Agreements (and the related trust agreement), (iii) the ▇▇▇▇▇ National Corporation Amended and Restated Deferred Compensation Plan (and the related trust agreement), (iv) the ▇▇▇▇▇ National Corporation and ▇▇▇▇▇ Bank N.A. Deferred Compensation Plan for Directors and (v) the Split Dollar Life Insurance Agreements, each as more specifically identified on Section 5.12(b) of the Disclosure Schedule, and PNC agrees to honor and perform the Company’s obligations under such employee on or after plans and agreements in accordance with their terms. (c) Prior to the Effective Time Time, the Company shall take any actions it determines are warranted to cause the interests in the Company Deferred Compensation Plan and the ▇▇▇▇▇ National Corporation and ▇▇▇▇▇ Bank N.A. Deferred Compensation Plan for Directors that are in the Company stock fund to be converted into a dollar amount equal to the extent such employee had satisfied Per Share Cash Consideration that could be invested in the same way interests that are not in the Company stock fund can be invested at the Effective Time. Prior to the Effective Time, the Company shall take any similar limitation or requirement actions that are necessary to cause all unvested deferred share awards and all unvested performance share awards which are outstanding under an analogous Company plan the ▇▇▇▇▇ National Corporation 2002 Long-Term Incentive Plan to be terminated immediately prior to the Effective TimeTime and simultaneously therewith will issue one share of Company Common Stock for each underlying share that is so terminated to the grantee of such award.

Benefit Plans. Following (a) Parent shall either (i) maintain or cause the Surviving Corporation (or in the case of a transfer of all or substantially all of the assets and businesses of the Surviving Corporation, its successors and assigns) to maintain for a period of twelve months after the Effective TimeTime the Company Benefit Plans at the benefit levels in effect on the date of this Agreement or (ii) provide or cause the Surviving Corporation (or, Parent shall cause service performed by in such case, its successors or assigns) to provide benefits to each current employees for active employee of the Company and its the Company Subsidiaries that are no less favorable than the benefits being provided to similarly situated employees of Parent on the date of this Agreement. (b) With respect to any “employee benefit plan,” as defined in Section 3(3) of ERISA, maintained by Parent or any Parent Subsidiary (including any severance plan), for all purposes, including determining eligibility to participate, level of benefits and vesting, service with the Company or any Company Subsidiary (or any predecessor entities) to be taken into account for purposes or employer of eligibility and vesting (but not for purposes an employee of pension benefit accrual)the Company or any Company Subsidiary, and for purposes of determining severance (to the extent applicable)such service with such predecessor employer is recognized by the Company or the applicable Company Subsidiary) shall be treated as service with Parent or the Parent Subsidiaries; provided, vacation and other paid time off entitlements (however, that such service need not be recognized to the extent applicable)that such recognition would result in any duplication of benefits. (c) Parent shall waive, or cause to be waived, any pre-existing condition limitation under any welfare benefit plan maintained by Parent or any of its affiliates (other than the benefit plans of Parent and its Subsidiaries Company) in which employees of the Company participate to the extent such service was credited by and the Company Subsidiaries (and its Subsidiaries under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees continue their eligible dependents) will be eligible to participate in any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit plan of Parent or any of its Subsidiaries. Company employees who, as of from and after the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, except to the extent earned as of the Effective Time, under that such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees of the Company become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible pre-existing condition limitation would have been applicable under the applicable comparable Company welfare benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan immediately prior to the Effective Time. Parent shall recognize, or cause to be recognized, the dollar amount of all expenses incurred by each employee of the Company or any Company Subsidiary (and his or her eligible dependents) during the calendar year in which the Effective Time occurs for purposes of satisfying such year’s deductible and co-payment limitations under the relevant welfare benefit plans in which they will be eligible to participate from and after the Effective Time. (d) Promptly after the Effective Time, the Company and the Stockholders Representative shall cause an aggregate of 279,269 shares of Parent Common Stock to be granted to the vice presidents of the Company (in the amounts) set forth on Section 6.05(d) of the Company Disclosure Letter out of the shares of Parent Common Stock received by the Stockholders as part of the Stock Consideration. (e) Nothing in this Agreement (i) shall require Parent, the Surviving Corporation or any of their Subsidiaries to continue to employ any particular employee of the Company or any Company Subsidiary following the Closing Date, or (ii) subject to Section 6.05(b), shall be construed to prohibit Parent, the Surviving Corporation or any of their Subsidiaries from amending or terminating any Company Benefit Plan. No provision of this Agreement shall create any third party beneficiary rights in any employee of the Company or any Company Subsidiary, any beneficiary or dependents thereof, or any collective bargaining representative thereof, with respect to the compensation, terms and conditions of employment and benefits that may be provided to any employee of the Company or any Company Subsidiary by Parent, the Surviving Corporation or any of their affiliates or under any benefit plan which any of them may maintain, or otherwise. No provision of this Agreement shall operate as an amendment to any benefit plan maintained by the Company or Parent or their respective subsidiaries.

Benefit Plans. Following (a) For the Effective Timeperiod commencing on the Merger Closing Date and ending on December 31, 2021 (the “Continuation Period”), or, if shorter, during the period of continued employment of the relevant employee), Parent shall cause its Subsidiaries to provide to each employee who is employed by the Company or any of its Subsidiaries immediately before the Merger Closing and who continues employment with Subsidiaries of Parent immediately following the Merger Closing (each, a “Company Employee”), (i) annual base salary or wage rate that is at least equal to the base salary or wage rate provided by the Company or any of its Subsidiaries to such Company Employee immediately prior to the Closing, (ii) short-term target cash incentive opportunities that are at least equal to the target cash incentive opportunities provided by the Company or any of its Subsidiaries to such Company Employee immediately prior to the Closing, (iii) other employee benefits (excluding equity or equity based compensation, stock purchase, defined benefit pension, non-qualified deferred compensation, severance and retiree health or welfare benefits), in each case, that (together with any additional cash or other compensation of benefits provided by Parent) are substantially comparable, in the aggregate, to the employee benefits) provided to the Company Employee as of immediately prior to the Merger Closing. (b) Each Company Employee shall be given credit for all full or partial years of service performed by current employees for with the Company and its Subsidiaries and their respective predecessors performed prior to the Merger Closing (and any predecessor entitiesi) to be taken into account for purposes of eligibility to participate and vesting under any employee benefit plan, including any 401(k) plan, or paid time off to the same extent and for the same purposes that past service was recognized for such Company Employees under the comparable Company Benefit Plans in effect immediately prior to the Merger Closing and (but not ii) for purposes of pension benefit accrual), and for purposes of determining severance (calculating any entitlement to the extent applicable), vacation and other paid time off entitlements or to such severance benefits contemplated by Section 7.04(f). Notwithstanding the foregoing, nothing in this Section 7.04 shall be construed to require crediting of service that would result in (i) duplication of benefits or compensation for the same period of service or (ii) service credit for benefit accruals under a defined benefit pension plan or retiree or post-termination health or welfare benefits. (c) In the event of any change in the group health benefit plans provided to Company Employees in the year in which the Merger Closing occurs or in the Continuation Period, Parent shall, or shall cause the Surviving Corporation to cause (i) the waiver of all limitations as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the extent applicable)Company Employees (and their eligible, covered dependents) under the any group health benefit plans of Parent and its Subsidiaries in which employees of the Company Employees participate to the extent such service was credited by the Company and its Subsidiaries under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit plan of Parent or any of its Subsidiaries. Company employees who, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absenceMerger Closing, to the extent earned as that such conditions, exclusions or waiting periods would not apply in the absence of such change under the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant analogous Company Benefit Plan in effect immediately prior to the terms of such policy. When employees of the Company become eligible to participate in a medicalMerger Closing, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (ii) waive the crediting of each Company Employee (or his or her eligible, covered dependents) with any waiting period limitation co-payments and deductibles paid under a group health benefit plan prior to any such change in satisfying any applicable deductible or evidence of insurability requirement which would otherwise be applicable to out-of-pocket requirements after such employee on or after the Effective Time change to the extent that such employee had amounts were satisfied any similar limitation or requirement did not apply under an the analogous Company plan Benefit Plan in effect immediately prior to the Effective TimeMerger Closing. (d) Parent shall, or shall cause the Surviving Corporation or its applicable Subsidiaries to, honor all of the Company Benefit Plans set forth on Section 7.04(d) of the Company Disclosure Letter, in accordance with their terms.

Benefit Plans. Following (a) The Surviving Corporation shall, from and after the Primary Merger Effective Time, Parent shall cause (i) provide former employees of FCB and NMB who remain as employees of the Surviving Corporation with employee benefit plans no less favorable in the aggregate than those provided to similarly situated employees of NMB who remain as employees of the Surviving Corporation, (ii) provide employees of FCB and NMB who remain as employees of the Surviving Corporation credit for years of service performed by current employees with FCB or NMB, as the case may be, or any of such entity’s Subsidiaries prior to the Primary Merger Effective Time for the Company and its Subsidiaries (and any predecessor entities) to be taken into account for purposes purpose of eligibility and vesting (but not except for purposes of pension benefit accrual)qualifying for subsidized early retirement benefits or Table of Contents to the extent it would result in a duplication of benefits, (iii) to the extent reasonably practicable cause any and for purposes of determining severance all pre-existing condition limitations (to the extent applicable), vacation such limitations did not apply to a pre-existing condition under comparable FCB Benefit Plans or NMB Benefit Plans) and other paid time off entitlements eligibility waiting periods under group health plans of the Surviving Corporation to be waived with respect to former employees of FCB and NMB who remain as employees of the Surviving Corporation (and their eligible dependents) and who become participants in such group health plans and (iv) to the extent applicable), under reasonably practicable cause to be credited to any deductible or out-of-pocket expense of the Surviving Corporation benefit plans of Parent and its Subsidiaries in which any deductibles or out-of-pocket expenses incurred by employees of FCB or NMB and their beneficiaries and dependents during the Company participate portion of the calendar year prior to their participation in the extent such service was credited by the Company and its Subsidiaries under similar Surviving Corporation benefit plans; provided. Notwithstanding the foregoing, however, that Parent or its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following nothing contained herein shall obligate the Effective Time until such practicable date as they commence participation in an applicable benefit plan of Parent Surviving Corporation or any of its Subsidiaries. Company employees who, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees of the Company become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan Affiliates to (i) waive maintain any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health particular Benefit Plan or dental plans of the Company and (ii) waive retain the employment of any waiting period limitation particular employee. Prior to the Primary Merger Effective Time, NMB and FCB shall consult with each other in good faith to determine which FCB Benefit Plans and NMB Benefit Plans shall be amended, modified or evidence of insurability requirement which would otherwise be applicable to such employee terminated, as the case may be, on or after the Effective Time Date and shall then take all actions reasonably necessary to effect such determinations. (b) FCB and NMB shall, and shall cause the extent Surviving Corporation to, honor in accordance with their terms, all vested or accrued benefit obligations to, and contractual rights of, current and former employees of FCB and NMB and their respective Subsidiaries, including, without limitation, any benefits or rights under the agreements listed on Section 6.12 of the FCB Disclosure Schedule or the NMB Disclosure Schedule, as the case may be, or that arise as a result of the transactions contemplated by this Agreement (either alone or in combination with any other event). (c) Prior to making any written or oral communications to their directors, officers or employees pertaining to compensation or benefit matters that are affected by the transactions contemplated by this Agreement, each party shall provide the other party with a copy of the intended communication and a reasonable period of time to review and comment on the communication, and the parties shall cooperate in providing any such employee had satisfied any similar limitation or requirement under an analogous Company plan prior to the Effective Timemutually agreeable communication.

Benefit Plans. Following the Effective Time, Parent shall cause service performed by current employees for the Company and its Subsidiaries (and any predecessor entities) to be taken into account for For purposes of eligibility all Benefit Plans to which O’▇▇▇▇▇ may be a participant at the time of his Retirement Date, O’▇▇▇▇▇ shall be treated as and deemed a retired officer of the Company, and be entitled to all benefits and vesting (but not for generally afforded to or received by a similarly-situated retired officer participating in those plans on O’▇▇▇▇▇’▇ Retirement Date, consistent with any amendments or modifications to such Benefit Plans, if applicable. For purposes of pension benefit accrual)clarification and except as otherwise indicated, the Separation Benefits provided herein are separate and aside from, and for purposes of determining severance (to not in lieu of, the extent applicable)deferred compensation, vacation restricted and performance stock, stock options, bonuses, retirement and other paid time off entitlements (benefits to the extent applicable), under the benefit plans of Parent and its Subsidiaries in which employees of the Company participate to the extent such service was credited by the Company and its Subsidiaries under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit plan of Parent or any of its Subsidiaries. Company employees who, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time O’▇▇▇▇▇ is otherwise entitled pursuant to the terms and conditions of such policy. When employees of applicable Benefit Plans attributable to his service with the Company become eligible as calculated through the Retirement Date. Retain in Employee's Personnel File I, J▇▇▇▇▇ ▇. ▇'▇▇▇▇▇ (Name) of 1▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (Address) acknowledge that I am employed by the company under conditions which could provide access to participate in a medical, dental or health plan of Parent, confidential technical and business information belonging to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and which also could entail the generation of technology pertinent to the existing or contemplated business of the Company. I recognize that it is my responsibility to maintain the confidence of all such confidential technical and business information and that the Company has certain rights with regard to Technology that I might make or conceive relating in any way to all or any part of the existing or contemplated business of the Company. For the above reasons, and because I want to avoid any conflicts of interest with respect to my activities during, or after termination of, employment by the Company, and in consideration of my employment, compensation paid me by the Company, and other good and valuable consideration, I agree as follows: 1. Except as required in the performance of my duties in my employment I shall not, without prior written consent of the appropriate organization senior officer or designee, disclose or use, either during or after my employment, any confidential technical or business information in any manner other than as expressly authorized by the Company. 2. I shall promptly and fully disclose to the Company all Technology relating to my assignment with the company, provided that the Company within a reasonable time after a written request shall indicate in writing whether or not the Technology shall be deemed confidential, whether or not the Company plans to seek patent protection with respect to the Technology, and whether or not the Company is presently willing to waive rights to the Technology. 3. That all Technology which I may make or conceive, alone or jointly with others, during the working hours, or during the period of my employment (iiincluding any periods of authorized leaves of absence) waive any waiting period limitation which relate to my assignment with the Company, shall be the exclusive property of the Company, provided that in the event a patent is obtained the company shall pay me an amount, not less than one hundred dollars but otherwise to be determined in the Company's sole discretion. 4. I shall assign to the company or evidence of insurability requirement which would otherwise be applicable its nominee all rights to such employee on Technology in the United States and all foreign countries, including rights or priorities under any international agreement to which the United States is a party. 5. I shall not use insider or material non-public information to make securities' trades, or to give such information to others. 6. I shall treat all competitive bid/price data as confidential, and shall not communicate it to any unauthorized vendor or individual before, during, or after processing such activity. This includes any confidential information of the Effective Time vendor that is identified as such by the vendor and which is subject to a nondisclosure agreement. 7. Upon termination of my employment with the Company, I shall return to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan prior company all records, books, customer lists, prospect lists, price lists, drawings, blueprints, instruction sheets, catalogs, correspondence, codes, reports, technical information, and other documents containing information relating to the Effective TimeCompany's business and all Company supplies of every kind and character that may be in my possession, provided, upon approval of the appropriate organization senior officer or designee, I may obtain such records as the company agrees reasonably may be required to protect my interest in substantiating professional performance while in the employ of the Company. 8. This AGREEMENT shall inure to the benefit of and be binding on and enforceable by the company, its successors, subsidiaries and assigns and shall be binding upon me, my heirs, assigns and legal representatives.

Benefit Plans. Following During the Effective TimeEmployment Period, Parent Executive shall cause service performed by current employees for be an employee of the Company and its Subsidiaries (and any predecessor entities) to be taken into account for purposes of eligibility and vesting (but not for purposes of pension benefit accrual)the Bank, and for purposes shall be entitled to participate, on terms and conditions not less favorable to Executive than other similarly situated senior executives of determining severance Provident generally, in Provident's (to the extent applicableA) tax-qualified defined contribution retirement plans (currently, Provident's 401(k) and Profit Sharing Plan and Employee Stock Ownership Plan); (B) group life, vacation health and disability insurance plans, and supplemental long-term disability and long-term care plans; and (C) any other paid time off entitlements (to the extent applicable), under the employee benefit plans and programs and perquisites in accordance with Provident's customary practices with respect to other similarly situated senior executives of Parent and its Subsidiaries in which employees of the Company participate to the extent such service was credited by the Company and its Subsidiaries under similar benefit plans; providedProvident generally, however, provided that Parent or its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following the Effective Time until such practicable date as they commence Executive's participation in an applicable benefit plan of Parent or any of its Subsidiaries. Company employees who, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant subject to the terms of such policy. When employees plans and programs (including being a member of the Company become class of employees currently eligible to participate commence participating in a medicalthe plan or program), dental and provided, further, that nothing herein shall limit Provident's right to amend or health plan terminate any such plans or programs. Executive agrees that the increase in Executive's benefit resulting from the change in control provision under Section 3.09 of Parentthe Sterling Supplemental Pension Benefit Plan (the "SERP") shall not exceed $327,000.00, notwithstanding anything to the extent permissible contrary. In addition, Executive shall be entitled to (I) subject to the immediately preceding sentence, payment of Executive's accrued benefit under the SERP in accordance with the terms of the SERP, (II) the rights and benefits under the applicable split-dollar life insurance agreement in accordance with the terms thereof, provided that for purposes of calculating Executive's death benefit planunder such agreement, Parent Executive's "annual base compensation" shall cause each be the annual base salary applicable under such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans agreement as of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan immediately prior to the Effective Time, and (III) all accrued and vested rights and benefits under the terms of the broad-based employee benefit plans and programs of Sterling immediately prior to the Effective Time (for the avoidance of doubt, other than any rights relating to separation or termination pay or benefits).

Benefit Plans. Following (a) CCFNB shall from and after the Effective Time, Parent become the plan sponsor to each CFC Benefit Plan, whether a Benefit Plan of CFC or any subsidiary of CFC. CCFNB shall, promptly after the Effective Time, review all Benefit Plans of CFC and CCFNB in order to establish the Benefit Plans to be made available to CCFNB employees after the Effective Time. CCFNB's review shall cause take into consideration benefits that were provided to employees under the CCFNB and CFC Benefit Plans and benefits provided by peer institutions in the establishment of the new and/or amended Benefit Plans provided by CCFNB to employees after the Effective Time. CCFNB shall: (1) provide its employees credit for all years of service performed by current employees with CCFNB or CFC or any of its subsidiaries and their predecessors, as the case may be, prior to the Effective Time for the Company and its Subsidiaries (and any predecessor entities) to be taken into account for purposes purpose of eligibility and vesting vesting; (but not for purposes of pension benefit accrual), 2) cause any and for purposes of determining severance all pre-existing condition limitations (to the extent applicable), vacation and other paid time off entitlements (such limitations did not apply to the extent applicable), a pre-existing condition under the benefit plans of Parent and its Subsidiaries in which employees of the Company participate to the extent such service was credited by the Company and its Subsidiaries under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit plan of Parent or any of its Subsidiaries. Company employees who, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees of the Company become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan Benefit Plans prior to the Effective Time) and eligibility waiting periods under group health plans to be waived with respect to their employees who remain as employees of CCFNB or its subsidiaries (and their eligible dependents) after the Effective Time; and (3) cause to be credited any deductibles or out-of-pocket expenses incurred by CFC employees and their beneficiaries and dependents during the portion of the calendar year prior to their participation in CCFNB's health plans after the Effective Time with the objective that there be no double counting during the year in which the Closing Date occurs of such deductibles or out-of-pocket expenses. CCFNB and CFC agree to honor, or to cause to be honored, in accordance with their terms, all vested or accrued benefit obligations to, and contractual rights of their current and former employees, including, without limitation, any benefits or rights arising as a result of the transactions contemplated by this Plan (either alone or in combination with any other event). In order to accomplish the foregoing, CCFNB may amend, freeze, merge or terminate any Benefit Plan of CFC or CCFNB in order to establish the Benefit Plans to be made available to CCFNB employees after the Effective Time. (b) This Section 5.12 shall inure exclusively to the benefit of and be binding upon the parties hereto and their respective successors, assigns, executors and legal representatives. Without limiting the generality of Section 8.12, nothing in this Section 5.12, express or implied: (i) is intended to confer on any person other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Plan; or (ii) shall require CCFNB to maintain any specific Benefit Plan or to guarantee employment of any employee for any period of time after the Effective Time.

Benefit Plans. Following As of the Effective Time, Parent shall cause service performed by current employees for the Company Surviving Corporation to honor and its Subsidiaries (satisfy all obligations and liabilities with respect to the Employee Plans. Notwithstanding the foregoing, the Surviving Corporation shall not be required to continue any particular Employee Plan after the Effective Time, and any predecessor entities) to Employee Plan may be taken into account for purposes of eligibility amended or terminated in accordance with its terms and vesting (but not for purposes of pension benefit accrual), and for purposes of determining severance (to applicable Law. To the extent applicable)that any Employee Plan is terminated or amended after the Effective Time so as to reduce the benefits that are then being provided with respect to participants thereunder, vacation and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries shall arrange for each individual who is then a participant in which employees of the Company participate to the extent such service was credited by the Company and its Subsidiaries under similar benefit plans; provided, however, that Parent terminated or its Subsidiaries may provide that such employees continue amended plan to participate in any Employee a comparable Parent Benefit Plan or International Plan following ("Parent Benefit Plan") in accordance with the Effective Time until eligibility criteria thereof, provided that (i) such practicable date as they commence participation in an applicable benefit plan participants shall receive full credit for years of Parent service with the Company or any of its Subsidiaries. Company employees who, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible subsidiaries prior to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time for all purposes for which such service was recognized under the applicable Employee Plan, including, but not limited to, recognition of service for eligibility, vesting (including acceleration thereof pursuant to the terms of such policy. When employees of the Company become eligible to participate in a medical, dental or health plan of Parentapplicable Employee Plan) and, to the extent permissible not duplicative of benefits received under such Employee Plan, the applicable benefit planamount of benefits, (ii) such participants shall participate in the Parent Benefit Plans on terms no less favorable than those offered by Parent to similarly situated employees of Parent and (iii) Parent shall cause each such plan to (i) waive any preexisting and all pre-existing condition limitations (to the extent such conditions were covered limitations did not apply to a pre-existing condition under the applicable medical, Employee Plans) and eligibility waiting periods under any group health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise to be applicable waived with respect to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan prior to the Effective Timeparticipants and their eligible dependents.

Benefit Plans. Following (a) Effective as of the Effective TimeTime of the Merger and for a one-year period following the Effective Time of the Merger, Parent shall provide, or cause service performed by current the Surviving Corporation and its subsidiaries and successors to provide, those persons who, at the Effective Time of the Merger, were employees for of the Company and its Subsidiaries subsidiaries not represented by any certified or recognized labor organization ("Covered Employees"), with benefits and compensation during their continuing employment that are substantially comparable, in the aggregate, to the compensation and benefits provided to such employees as of the date of this Agreement; provided that nothing herein shall restrict Parent or the Surviving Corporation from terminating the employment of any predecessor entitiessuch employees in accordance with applicable laws and contractual rights, if any, of such employees. (b) Parent will, or will cause the Surviving Corporation to: (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Covered Employees under any welfare plan that such employees may be taken into account eligible to participate in after the Effective Time of the Merger; (ii) provide each such Covered Employee with credit for any co-payment and deductibles paid prior to the Effective Time of the Merger in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time of the Merger; and (iii) provide each Covered Employee with credit for purposes of vesting and eligibility and vesting (but not for purposes of pension benefit accrual), and for purposes of determining severance (to all service with the extent applicable), vacation and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent Company and its Subsidiaries affiliates under each employee benefit plan, program, or arrangement of the Parent or its affiliates in which such employees of the Company are eligible to participate to the extent such service was credited by for similar purposes under similar plans of the Company and or its Subsidiaries under similar benefit planssubsidiaries; provided, however, that in no event shall the Covered Employees be entitled to any credit to the extent that it would result in a duplication of benefits with respect to the same period of service. (c) Parent shall (i) cause the Surviving Corporation after the consummation of the Merger to pay all amounts provided under all of the Employee Benefit Plans in accordance with their terms, and (ii) honor and cause the Surviving Corporation to honor all rights, privileges and modifications to or its Subsidiaries may provide that such employees continue with respect to participate in any Employee Benefit Plans that become effective as a result of such change in control in accordance with their terms, subject in each case to all rights to amend or terminate any Employee Benefit Plan or International Plan following in accordance with its terms. (d) In the event the Effective Time until of the Merger occurs prior to December 31, 2000, then at the Effective Time of the Merger, Parent shall pay or cause to be paid to each Covered Employee, in respect of such practicable date person's annual bonus for calendar year 2000 under the 1997 Incentive Plan, an amount equal to the product of (i) such employee's bonus for calendar year 2000, computed based solely upon performance through the Effective Time of the Merger, as they commence participation reasonably determined by the Company immediately prior to the Effective Time of the Merger, and (ii) a fraction, the numerator of which is the number of days elapsed in an applicable benefit plan of Parent or any of its Subsidiaries. Company employees who, calendar year 2000 as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as Time of the Effective Time, under such policy or a substantially identical sabbatical or leave Merger and the denominator of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees of the Company become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan prior to the Effective Timeis 365.

Benefit Plans. Following (a) For the period commencing at the Effective Time and ending on December 31, 2019 (or, if shorter, during the period of continued employment of the relevant employee), Parent shall cause its Subsidiaries to provide to each individual who is employed by the Company or any of its Subsidiaries immediately before the Effective Time who continues employment with Subsidiaries of Parent immediately following the Effective Time (each, a “Company Employee”) (i) base compensation that is at least equal to what was provided to the Company Employee as of immediately prior to the Effective Time, (ii) cash incentive opportunities that are consistent with those provided to similarly situated employees of Parent and (iii) all other compensation and employee benefits that are substantially comparable in the aggregate to those provided to the Company Employee as of immediately prior to the Effective Time (excluding equity-based compensation). This Section 7.04(a) shall not apply to any Company Employee whose terms and conditions of employment are governed by a collective bargaining, works council or similar agreement. (b) Each Company Employee shall be given credit for all full or partial years of service with the Company and its Subsidiaries and their respective predecessors performed prior to the Effective Time under any employee benefit plan of Parent, the Surviving Corporation, or any of their Subsidiaries, including any such plans providing vacation, sick pay, severance and retirement benefits maintained by Parent or its Subsidiaries in which such Company Employees participate for purposes of eligibility, vesting and entitlement to benefits, including for severance benefits and vacation entitlement (but not for benefit accruals or participation eligibility under any defined benefit pension plan or plan providing post-retirement medical or other similar benefits), to the extent past service was recognized for such Company Employees under the comparable Company Benefit Plans immediately prior to the Effective Time. Notwithstanding the foregoing, nothing in this Section 7.04 shall be construed to require crediting of service that would result in (i) duplication of benefits or (ii) service credit for benefit accruals under a defined benefit pension plan. (c) In the event of any change in the welfare benefits provided to Company Employees following the Effective Time, Parent shall, or shall cause service performed by current employees for the Surviving Corporation to, use commercially reasonable efforts to cause (i) the waiver of all limitations as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Company and its Subsidiaries Employees (and their eligible dependents) under any predecessor entities) to be taken into account for purposes of eligibility and vesting (but not for purposes of pension welfare benefit accrual)plans in which Company Employees participate following the Effective Time, and for purposes of determining severance (to the extent applicable)that such conditions, vacation exclusions or waiting periods would not apply in the absence of such change, and other (ii) for the plan year in which the Effective Time occurs, the crediting of each Company Employee (or his or her eligible dependents) with any co-payments and deductibles paid time off entitlements prior to any such change in satisfying any applicable deductible or out-of- pocket requirements after such change. (to the extent applicable)d) The Company, under the benefit plans of Parent and its Subsidiaries Sub acknowledge and agree that all provisions contained in which this Section 7.04 are included for the sole benefit of the Parties, and that nothing in this Agreement, whether express or implied, (i) shall create any Third Party beneficiary or other rights (A) in any other person, including any employees or former employees of the Company, any of the Company’s Subsidiaries or any Affiliate of the Company, any Company participate Employee, or any dependent or beneficiary thereof, or (B) to the extent such service was credited by the Company and its Subsidiaries under similar benefit plans; provided, however, that continued employment with Parent or any of its Subsidiaries may provide that such employees continue Affiliates or to participate in any Employee Plan employment or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit plan continued employment or to a particular term or condition of employment with Parent or any of its Subsidiaries. Company employees who, as or any of the Effective Timetheir respective Affiliates, are eligible for sabbaticals under the Company’s paid sabbatical leave policy (ii) shall be eligible to take paid sabbatical leaves treated as an amendment or other modification of absenceany employee benefit plan, to or (iii) shall limit the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy right of Parent after or its Subsidiaries to (A) amend, terminate or otherwise modify any employee benefit plan of Parent or its Subsidiaries following the Effective Time pursuant to or (B) terminate the terms employment or service of such policy. When employees of the Company become eligible to participate in a medical, dental any employee or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after other service- provider following the Effective Time to the extent such employee had satisfied at any similar limitation time and for any or requirement under an analogous Company plan prior to the Effective Timeno reason.

Benefit Plans. Following () From the Effective TimeTime through December 31, Parent 2004 (the "BENEFITS TRANSITION DATE"), Buyer shall, or shall cause service performed by current the Surviving Corporation to, provide the employees for of the Company and its Subsidiaries as of the Effective Time (the "COVERED EMPLOYEES") with employee benefits and compensation plans, programs and arrangements that are substantially similar, in the aggregate, to the employee benefits and compensation plans, programs and arrangements (other than any predecessor entitiesCompany Equity Compensation Plans) provided by the Company or its Subsidiaries, as the case may be, to such employees immediately prior to the Effective Time. From and after the Benefits Transition Date, Buyer shall, or shall cause the Surviving Corporation to, provide the Covered Employees with employee benefits and compensation plans, programs and arrangements that are equivalent to those provided to similarly situated employees of Buyer and its other Subsidiaries. Notwithstanding the foregoing: (i) from and after the Benefits Transition Date, Buyer shall be taken required to cause the Surviving Corporation to provide the Covered Employees who meet the age and service requirements under the Buyer Pension Plan (taking into account for these purposes service with the Company or any of eligibility and vesting its Subsidiaries (but not or their predecessor entities)) with benefits under such plan in accordance with the benefits formula as in effect for purposes of pension benefit accrual)employees hired after December 31, and for purposes of determining severance (2003 only if, prior to the extent applicable)Benefits Transition Date, vacation Buyer has not announced to employees of Buyer and its other paid time off entitlements Subsidiaries Buyer's intention to terminate or freeze such plan; (to ii) from and after the extent applicable)Effective Time, Buyer's obligation under the first two sentences of this Section 7.03(a) with respect to retiree medical care shall be satisfied by maintaining (or causing the Surviving Corporation to maintain) a retiree medical plan for the benefit plans of Parent current and its Subsidiaries in which former employees of the Company participate to the extent such service was credited by the Company and its Subsidiaries under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees continue to participate is no less favorable than the retiree medical plan in any Employee Plan or International Plan following effect at the Effective Time until such practicable date as they commence participation in an applicable benefit plan of Parent or any of its Subsidiaries. Company employees whoCompany, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees described in Section 7.03 of the Company become eligible Disclosure Schedule; and (iii) a Covered Employee who is terminated without cause (definition to participate in a medical, dental or health plan of Parent, be mutually agreed to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of between the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan Buyer prior to the Effective Time) during the period commencing at the Effective Time and ending on the first anniversary thereof shall be entitled to receive the severance payments and benefits under the severance arrangement described in Section 7.03 of the Company Disclosure Schedule (without amendment during such one-year period following the Effective Time), subject to his or her execution of a general release mutually agreed to by the Company and Buyer and the expiration of any attorney consultation, revocation or similar period required by applicable law.

Benefit Plans. Following (a) PNC shall, or shall cause the Company to, from and after the Effective Time, Parent shall cause service performed by current employees for (1) comply with the Benefit Plans of the Company and its Subsidiaries (and any predecessor entitiesthe "COMPANY BENEFIT PLANS") to be taken into account for purposes of eligibility and vesting in accordance with their terms, (but not for purposes of pension benefit accrual), and for purposes of determining severance (to 2) provide the extent applicable), vacation and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries in which employees of the Company participate to with (A) until December 31, 2005, benefits under employee benefit plans that are no less favorable in the extent such service was credited aggregate than those provided by the Company on the date hereof and its Subsidiaries under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following (B) until the Effective Time until such practicable date as they commence participation in an applicable benefit plan of Parent or any of its Subsidiaries. Company employees who, as first anniversary of the Effective Time, severance benefits on an individual-by-individual basis that are eligible for sabbaticals equal to the severance benefits provided by the Company under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to Riggs National Corporation Employee Severance Policy on the extent earned date here▇▇ ▇▇her than any such employees who as of the Effective TimeTime are parties to Senior Executive Change of Control and Retention Agreements or other individual agreements providing for payments in connection with the termination of any such employee party, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When (3) provide employees of the Company become eligible to participate in a medical, dental credit for years of service with the Company or health plan any of Parent, its subsidiaries or their predecessors prior to the extent permissible Effective Time for the purpose of eligibility, vesting and benefit accruals (other than benefit accruals under the applicable a defined benefit pension plan), Parent shall (4) cause each such plan to (i) waive any preexisting and all pre-existing condition limitations (to the extent such conditions were covered limitations did not apply to a pre-existing condition under comparable Company Benefit Plans) and eligibility waiting periods under group health plans of PNC to be waived with respect to employees of the applicable medical, health Company who remain as employees of PNC or dental plans its subsidiaries (and their eligible dependents) and (5) cause to be credited any deductibles or out-of-pocket expenses incurred by employees of the Company and their beneficiaries and dependents during the portion of the calendar year prior to their participation in PNC's health plans with the objective that there be no double counting during the year in which the Closing Date occurs of such deductibles or out-of-pocket expenses. PNC and the Company agree to honor, or to cause to be honored, in accordance with their terms, all vested or accrued benefit obligations to, and contractual rights of, current and former employees of the Company and its subsidiaries, including, without limitation, any benefits or rights arising as a result of the transactions contemplated by this Plan (either alone or in combination with any other event); it being understood and agreed to by the parties hereto that the transactions contemplated by this Plan shall constitute a "change of control" for purposes of the Company Benefit Plans. (b) PNC hereby expressly assumes at the Effective Time (i) the Previously Disclosed special retention letter agreements, (ii) waive any waiting period limitation or evidence the Riggs National Corporation Senior Executive Change of insurability requirement which would otherwise be applicable Control and Ret▇▇▇▇▇n Agreements (and the related trust agreement), (iii) the Riggs National Corporation Amended and Restated Deferred Compensation ▇▇▇▇ (and the related trust agreement), (iv) the Riggs National Corporation and Riggs Bank N. A. Deferred Compensation ▇▇▇▇ for Directors and (v) the ▇▇▇▇▇ Dollar Life Insurance Agreements, each as more specifically identified on Section 5.12(b) of the Disclosure Schedule, and PNC agrees to honor and perform the Company's obligations under such employee on or after plans and agreements in accordance with their terms. (c) Prior to the Effective Time Time, the Company shall take any actions it determines are warranted to cause the interests in the Company Deferred Compensation Plan and the Riggs National Corporation and Riggs Bank N. A. Deferred Compensation ▇▇▇▇ for Directors that are in ▇▇▇ ▇ompany stock fund to be converted into a dollar amount equal to the extent such employee had satisfied Per Share Cash Consideration that could be invested in the same way interests that are not in the Company stock fund can be invested at the Effective Time. Prior to the Effective Time, the Company shall take any similar limitation or requirement actions that are necessary to cause all unvested deferred share awards and all unvested performance share awards which are outstanding under an analogous Company plan the Riggs National Corporation 2002 Long-Term Incentive Plan to be termin▇▇▇▇ immediately prior to the Effective TimeTime and simultaneously therewith will issue one share of Company Common Stock for each underlying share that is so terminated to the grantee of such award.

Benefit Plans. Following the Effective Time, Parent shall cause service performed by current employees for the Company Subject to limitations under California Law and its Subsidiaries (and any predecessor entities) to be taken into account for purposes of eligibility and vesting (but not for purposes of pension benefit accrual), and for purposes of determining severance (to the extent applicable)eligibility requirements of such plans, Heartland will use reasonable commercial efforts to cause the health, vacation and other paid time off entitlements (to the extent applicable), under the non-equity based employee benefit plans of Parent and that it or its Subsidiaries in which make available to its employees and the employees of the Company participate to the extent such service was credited by the Company and its Subsidiaries under similar benefit planson a system-wide basis (the “Heartland Plans”) to become available to Premier Valley Employees after the Effective Time; provided, however, that Parent nothing in this Section 6.4(b) or its Subsidiaries may provide that such employees continue to participate elsewhere in any Employee Plan or International Plan following this Agreement will limit the Effective Time until such practicable date as they commence participation in an applicable benefit plan right of Parent Heartland, or any of its Subsidiaries. Company employees who, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under amend or terminate any such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant Heartland Plan at any time. With respect to the terms of such policy. When employees of the Company Heartland Plans in which Premier Valley Employees become eligible to participate in after the Closing Date, Heartland or its Subsidiaries will: (i) with respect to each Heartland Plan that is a medical/prescription, dental or health plan of Parent, to the extent permissible under the applicable benefit vision plan, Parent shall cause each such plan to (ix) waive any preexisting exclusions for pre-existing conditions under such Heartland Plan that would result in a lack of coverage for any condition limitations for which the applicable Premier Valley Employee would have been entitled to the extent such conditions were covered coverage under the applicable medical, health corresponding Premier Valley Plan in which such Premier Valley Employee was an active participant immediately prior to his or dental plans of the Company her transfer to Heartland Plan; and (iiy) waive any waiting period limitation under such Heartland Plan, to the extent that such period exceeds the corresponding waiting period under the corresponding Plan in which such Premier Valley Employee was an active participant immediately prior to his or evidence her transfer to the Heartland Plan (after taking into account the service credit provided for herein for purposes of insurability requirement satisfying such waiting period); and (ii) recognize service of the Premier Valley Employees with Premier Valley (or its predecessors) for purposes of eligibility to participate and vesting credit, and, solely with respect to vacation and severance benefits, benefit accrual in any Heartland Plan in which would otherwise be applicable the Premier Valley Employees are eligible to such employee on or participate after the Effective Time Time, to the extent that such employee had satisfied any similar limitation or requirement service was recognized for that purpose under an the analogous Company plan Premier Valley Plan prior to such transfer; provided, however, that the Effective Timeforegoing will not apply to the extent it would result in duplication of benefits.

Benefit Plans. Following Employee shall be entitled to participate in, and receive benefits under, (1) any qualified or supplemental retirement plan, program or arrangement currently made available by Employer for its executives, and (2) any such additional or substitute plan, program or arrangement that Employer may make available in the Effective Time, Parent shall cause service performed by current employees future and during the term of this Agreement for the Company and its Subsidiaries executives (and any predecessor entities) to be taken into account for purposes of eligibility and vesting (but not for purposes of pension benefit accrual“Benefit Plans”), subject to and on a basis consistent with the terms, conditions and overall administration of each such Benefit Plan. If Employee’s employment with Employer, whether before, at, or after the expiration of the term hereof, terminates prior to Employee’s full vesting of benefits under any Benefit Plan, and provided Employee’s employment is not terminated for purposes “Cause” as defined in Section 6 below, Employee’s rights thereunder shall not be subject to any forfeiture, but shall be treated as if fully vested under the Benefit Plan, and Employee shall receive fully vested benefits from either the Benefit Plan, Employer or both, based upon the Benefit Plan’s then current benefit formula and limited to Employee’s actual service with Employer and his average earnings at the date of determining severance (termination of employment. If Employee shall be terminated for Cause, whether before, at, or after the expiration of the term hereof, prior to Employee’s full vesting of benefits under any Benefit Plan, Employee shall be entitled only to his vested benefit under such Benefit Plan based upon the terms thereof. Employer shall make a contribution on behalf of Employee under the Executive Retirement Plan of Employer, or any successor or substitute plan, pursuant to the extent applicable)terms thereof, vacation and other paid time off entitlements (to for any calendar year ending during the extent applicable)term hereof, under the benefit plans of Parent and its Subsidiaries in which employees of the Company participate to the extent such service was credited an amount, if any, as designated by the Company and Board in its Subsidiaries under similar benefit planssole discretion; provided, however, that Parent such contribution shall be consistent with the contributions made for other senior executives of Employer. Contributions made with respect to Employee pursuant to the Supplemental Retirement Plan of Employer, the Executive Retirement Plan of Employer, or its Subsidiaries may provide that such employees any other nonqualified Benefit Plan at any time during the term hereof maintained by Employer (other than the Supplemental Retirement Benefit described in paragraph (a) of this section), shall continue to participate in any be contributed by Employer to a trust agreement established by Employer. Designated officers of Employer are the co-trustees of such trust agreement and have investment authority with respect to trust assets; provided that the trustees shall give consideration to investment guidelines made available by Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit plan from time to time. Trust assets attributable to contributions made with respect to Employee and earnings thereon are subject to creditors of Parent or any of its Subsidiaries. Company employees whoEmployer, as of the Effective Time, but are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible otherwise available only to take paid sabbatical leaves of absence, pay benefits to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time Employee and his beneficiaries pursuant to the terms of such policythe applicable Benefit Plans of Employer and the terms of this Agreement. When employees of the Company become eligible to participate in a medical, dental or health plan of Parent, Contributions to the extent permissible under the applicable benefit plan, Parent trust agreement for each calendar year shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or made as soon as practicable after the Effective Time to end of such calendar year, and in any event within 90 days after the extent end of such employee had satisfied any similar limitation or requirement under an analogous Company plan prior to the Effective Timecalendar year.

Benefit Plans. Following On or prior to the Effective Time, Parent shall cause service performed by current employees for the Company and its Subsidiaries (and any predecessor entities) shall take such actions as may be necessary or appropriate to be taken into account for purposes of eligibility and vesting (but not for purposes of pension benefit accrual), and for purposes of determining severance (to the extent applicable), vacation and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries in which employees of the Company participate to the extent such service was credited by the Company and its Subsidiaries under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees continue to participate in any terminate all Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit plan of Parent or any of its Subsidiaries. Company employees who, Plans as of the Effective Time, are except the Great Lakes REIT Cafeteria Plan, which shall be frozen effective as of the Effective Time subject to payment of any eligible benefit claims and subject to any terminated employee’s COBRA (as defined herein) election regarding the medical reimbursement accounts and except for sabbaticals under the Company’s paid sabbatical leave policy severance plan, which shall be terminated after payments thereunder are made to eligible employees terminated as contemplated by Section 6.6(a) and subject to take paid sabbatical leaves Section 3.26. The Surviving Entity or its Affiliates shall be responsible for providing COBRA continuation coverage to all former employees of absencethe Company to the extent required by Law. In the event that such COBRA coverage is not required by Law, the Surviving Entity or its Affiliates and the Company shall use their commercially reasonable best efforts to obtain group health insurance contracts covering such former employees for such periods and on such terms as the Company is obligated to provide coverage to such employees under the written employment agreements as set forth on Schedule 3.11(h) to the Company Disclosure Schedule (the “Key Employees”) and to other former employees under the provisions of COBRA, without regard to whether such COBRA coverage is required by Law. In the event that such continuation coverage is provided, regardless of whether required by Law, such coverage shall be at no cost to such Key Employee for a period of 12 months following the date such coverage is effective with respect to such Key Employee, to the extent earned provided in the Key Employee’s written agreement set forth on Schedule 3.11 to the Company Disclosure Schedule. In the event that such coverage is not required by Law and neither Acquiror, nor any of its Affiliates or the Surviving Entity is able to procure such coverage in accordance with this Section, Acquiror shall pay, in lieu thereof, to each Key Employee a lump sum payment in an amount equal to the cost of obtaining individual and family coverage, as applicable, that is substantially equivalent to such Key Employee’s existing health benefits as determined as of the Effective Time, under Time through a solvent and nationally reputable health insurer willing to provide such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant coverage selected by Acquiror and reasonably acceptable to the terms of such policyCompany. When employees Each former employee of the Company become who is hired by the Surviving Entity or an Affiliate as an employee, shall be eligible to participate in a medical, dental or for coverage for health plan of Parent, to the extent permissible insurance benefits under the applicable benefit hiring entity’s plan. “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medicalas amended, health or dental plans as codified in Section 601 et seq. of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan prior to the Effective TimeERISA.

Benefit Plans. Following (a) As soon as administratively practicable after the Effective Time, Parent FNB shall take all reasonable action so that employees of OBA and the OBA Subsidiaries shall be entitled to participate in each FNB Benefit Plan of general applicability with the exception of FNB’s defined benefit pension plan and any other plan frozen to new participants (collectively, the “FNB Eligible Plans”) to the same extent as similarly-situated employees of FNB and its Subsidiaries, it being understood that inclusion of the employees of OBA and the OBA Subsidiaries in the FNB Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding OBA Benefit Plans until such employees are permitted to participate in the FNB Eligible Plans so that there is no gap in coverage under any medical, dental, life, disability or other welfare plan or program and provided further, however, that nothing contained in this Agreement shall require FNB or any of its Subsidiaries to make any grants to any former employee of OBA under any discretionary equity compensation plan of FNB or to provide the same level of (or any) employer contributions or other benefit subsidies as OBA or the OBA Subsidiaries have provided. FNB shall cause service performed by current each FNB Eligible Plan in which employees for of OBA and the Company and its OBA Subsidiaries (and any predecessor entities) are eligible to be taken into account for purposes of eligibility and vesting (but not for purposes of pension benefit accrual)participate, and to recognize, for purposes of determining severance (eligibility to participate in, and vesting of, benefits under the FNB Eligible Plans, the service of such employees with OBA and the OBA Subsidiaries to the same extent applicable), vacation and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries in which employees of the Company participate to the extent as such service was credited for such purpose by OBA or the Company and its Subsidiaries under similar OBA Subsidiaries, and, solely for purposes of FNB’s vacation programs, for purposes of determining the benefit plans; amount, provided, however, that Parent or its Subsidiaries may provide such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except for the commitment to continue those OBA Benefit Plans that correspond to FNB Eligible Plans until employees continue of OBA and the OBA Subsidiaries are included in such FNB Eligible Plans, nothing in this Agreement shall limit the ability of FNB to participate amend or terminate any of the OBA Benefit Plans in accordance with and to the extent permitted by their terms at any Employee Plan or International Plan time permitted by such terms. At and following the Effective Time until such practicable date Time, and except as they commence participation otherwise provided in an applicable Section 6.6(e), or as agreed to be amended, revised or superseded by the affected parties, FNB shall honor, and the Surviving Company shall continue to be obligated to perform, in accordance with their terms, all benefit plan obligations to, and contractual rights of, current and former employees of Parent or any OBA and the OBA Subsidiaries and current and former directors of its Subsidiaries. Company employees who, OBA and the OBA Subsidiaries existing as of the Effective Time, are eligible Date under any OBA Benefit Plan. Any years of service recognized for sabbaticals purposes of this Section 6.6(a) will be taken into account under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of any generally applicable severance policy of FNB or its Subsidiaries. (b) At such policy. When time as employees of OBA and the Company OBA Subsidiaries become eligible to participate in a medical, dental or health plan of ParentFNB or its Subsidiaries, FNB shall use its best efforts, to the extent permissible under the applicable benefit planreasonably practicable and available from its insurers, Parent shall to cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were are covered under the applicable medical, health or dental plans of the Company and FNB, (ii) waive any waiting period limitation or evidence of insurability requirement which that would otherwise be applicable to such employee or dependent on or after the Effective Time to the extent such employee or dependent had satisfied any similar limitation or requirement under an analogous Company plan OBA Benefit Plan prior to the Effective Time, and (iii) cause its insurance providers to honor under such plans any deductible, co-payment and out-of-pocket expenses incurred by the employees of OBA and their covered dependents during the portion of the plan year prior to entering the applicable FNB insurance plan. Persons who were employed by OBA and the OBA Subsidiaries and who were entitled to continue health coverage under COBRA or any similar state law shall continue to be entitled to COBRA coverage and coverage under similar state law under the OBA and the OBA Subsidiaries insurance plans and, in the event of a termination of such plans, FNB shall continue to provide COBRA coverage. (c) OBA shall adopt such Board resolutions and take such other action as FNB may reasonably request to cause the 401(k) Plan to be terminated immediately prior to the Effective Time (the “Plan Termination Date”) and the accounts of all participants and beneficiaries in the 401(k) Plan as of the Plan Termination Date to become fully vested as of the Plan Termination Date. As soon as practicable after the Effective Time, FNB shall file or cause to be filed all necessary documents with the IRS for a determination letter that the termination of the 401(k) Plan as of the Plan Termination Date will not adversely affect the plan’s qualified status. FNB shall use its reasonable best efforts to obtain such favorable determination letter; including, but not limited to, adopting such amendments to the 401(k) Plan as may be requested by the IRS as a condition to its issuance of a favorable determination letter. As soon as practicable following the receipt of a favorable determination letter from the IRS regarding the qualified status of the 401(k) Plan upon its termination, the account balances in the 401(k) Plan shall be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct, except that 401(k) Plan participants whose employment is terminated by FNB may elect to receive their 401(k) Plan account balance prior to the receipt of the IRS determination letter but following their termination of employment. The Surviving Company shall take all other actions necessary to complete the termination of the 401(k) Plan, including filing a Final Form 5500, that arise after the Effective Time. FNB agrees, to the extent permitted by applicable Law, to permit 401(k) Plan participants who become employees of FNB or its Subsidiaries to roll over their account balances in the 401(k) Plan and loans from the 401(k) Plan to the F.N.B. Corporation Progress Savings 401(k) Plan. Notwithstanding anything in Section 6.6(a) to the contrary, employees of OBA or any OBA Subsidiary who continue in employment with the Surviving Company following the Effective Time shall be eligible as of the Effective Time to participate in the F.N.B. Corporation Progress Savings 401(k) Plan. (d) OBA and OBA Bank shall, effective no later than immediately prior to, and contingent upon the Closing, adopt such necessary resolutions and or amendments to the ESOP, the ESOP trust or the ESOP Loan documents (and take any other required action) to (i) direct the ESOP trustee(s) to sell or otherwise dispose of shares of OBA Common Stock held in the ESOP’s Unallocated Stock Fund (as defined in the ESOP) and use the proceeds of such sale to repay any outstanding ESOP Loans, (ii) provide for treatment of the shares of OBA Common Stock held in the ESOP trust in accordance with Section 1.4(a) of this Agreement, (iii) terminate the ESOP in accordance with its terms and the provisions of this Section 6.6(d), effective as of the Effective Time, and (iv) provide that no new participants shall be admitted to the ESOP after the Closing. The accounts of all participants and beneficiaries in the ESOP as of the Effective Time shall become fully vested as of the Effective Time. Any unallocated shares of OBA Common Stock held in the ESOP after repayment of the ESOP Loans shall be converted into Merger Consideration and shall be allocated as earnings to the accounts of ESOP participants who have account balances in the ESOP as of the Effective Time based on their account balances under the ESOP as of the Effective Time. As soon as practicable after the execution of this Agreement, FNB shall file or cause to be filed all necessary documents with the IRS for a determination letter for termination of the ESOP. As soon as practicable following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct, except that, ESOP participants whose employment is terminated by FNB may elect to receive their ESOP account balance prior to the receipt of the IRS determination letter but following their termination of employment. FNB agrees to permit ESOP participants who become employees of FNB or its Subsidiaries to roll over their account balances in the ESOP to the F.N.B. Corporation Progress Savings 401(k) Plan. (e) Immediately prior to the Effective Time, except as otherwise provided in Sections 6.6(c) and (d), OBA shall, at the written request of FNB freeze or terminate each other OBA Benefit Plan as is requested by FNB. (f) Each person who is an employee of OBA or any of the OBA Subsidiaries as of the Closing Date and who is terminated by FNB for a reason other than cause within twelve (12) months subsequent to the Closing Date or is not offered employment with FNB as of the Effective Time, excluding those employees who are entitled to benefits under change of control arrangements, shall be entitled to severance benefits as provided in Section 6.6(f) of the FNB Disclosure Schedule. (g) FNB agrees to assume and honor all OBA Employment Agreements (including change in control agreements) that OBA or any of the OBA Subsidiaries have with its current and former employees and which have been identified in OBA Disclosure Schedule 3.11(a), except to the extent any such agreements shall be amended, revised or superseded with the written consent of the affected parties. Prior to the execution of this Agreement, FNB shall provide an Executive Compensation Proposal to each of those individuals named in OBA Disclosure Schedule 6.6(g) whose agreements are amended, revised or superseded, which shall set forth the method in which his or her rights under the specified agreements will be amended, revised or superseded in the event such individuals are entitled to payment or benefits. FNB shall make the payments required under the OBA Employment Agreements (including change in control agreements), as amended, revised or superseded. (h) FNB shall take all actions necessary to maintain the OBA Stock Plan, including filing a Registration Statement on Form S-8 with the SEC within fifteen (15) days after the Effective Time and maintain its effectiveness on an ongoing basis. (i) OBA shall take such action, and provide any required notices, as may be necessary or appropriate to cause any Person presently serving as a trustee or administrator to any OBA Benefit Plan to be removed effective as of the Effective Time and to appoint First National Trust Company, or such other FNB Subsidiary or committee as FNB shall specify, to serve as successor trustee or administrator to such removed individual trustees or administrators effective as of the Effective Time.

Benefit Plans. Following (a) For the period commencing at the Effective Time, Parent shall cause service performed by current employees for Time and ending on the earlier of (x) the date that is twelve (12) months following the Effective Time and (y) the date on which the employment of an employee of the Company and its Subsidiaries who continues his or her employment with the Surviving Corporation or its Subsidiaries following the Effective Time (each, a "Company Employee," and any predecessor entitiescollectively, the "Company Employees") terminates, the Surviving Corporation shall provide each Company Employee with (A) at least the same annual rate of base salary as was provided to be taken into account for purposes of eligibility and vesting (but not for purposes of pension benefit accrual), and for purposes of determining severance (such Company Employee immediately prior to the extent applicable), vacation Effective Time and other paid time off entitlements (B) an opportunity to earn an ordinary course annual performance bonus and commission opportunities that are substantially comparable in the aggregate to the extent applicable), under the benefit plans of Parent bonus and its Subsidiaries in which employees of the commission opportunities that were provided to such Company participate Employee immediately prior to the extent Effective Time. Until the earlier of (I) December 31, 2010 and (II) the date on which the employment of a Company Employee terminates, the Surviving Corporation shall provide each Company Employee with employee benefits that are substantially comparable in the aggregate to those benefits that were provided to such service was credited by Company Employee immediately prior to the Effective Time (excluding, for this purpose, any equity compensation arrangements that were made available to such Company and its Subsidiaries under similar benefit plansEmployee prior to the Effective Time); provided, however, that neither Parent nor the Surviving Corporation (or any of their respective Affiliates) shall be under any obligation to either (1) retain any employee or group of employees of the Company or any of its Subsidiaries may provide that such employees continue or (2) retain any Company Benefit Plan, other than as required by applicable Law. (b) With respect to participate any "employee benefit plan", as defined in any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit plan Section 3(3) of ERISA, maintained by Parent or any of its Subsidiaries excluding both any retiree healthcare plans or programs maintained by Parent or any of its Subsidiaries and any equity compensation arrangement maintained by Parent or any of its Subsidiaries but including any paid time off, vacation and severance pay arrangements (collectively, "Parent Benefit Plans") in which any of the Company Employees will participate effective after the Effective Time, Parent shall, or shall cause the Surviving Corporation to, recognize all service of the Company Employees with the Company or any of its Subsidiaries. , as the case may be (including, without limitation, service with PDL or with any other predecessor employer of the Company employees whoor any such Subsidiary, to the extent service with such other predecessor employer is, or would have been, recognized by the Company or such Subsidiary), for purposes of determining vesting and eligibility (but not for (i) purposes of early retirement subsidies under any Parent Benefit Plan that is a defined benefit pension plan or (ii) benefit accrual purposes in any Parent Benefit Plan in which such Company Employees may be eligible to participate after the Effective Time; provided, however, that such service need not be recognized to the extent that such recognition would result in any duplication of benefits or to the extent that such service was not recognized under the corresponding Company Benefit Plan. (c) Parent shall use its reasonable best efforts to (i) recognize, or cause to be recognized, the dollar amount of all co-payments, deductibles and similar expenses incurred by each Company Employee (and his or her eligible dependents) during the calendar year in which the Effective Time occurs for purposes of satisfying such year's deductible and co-payment limitations under the relevant welfare benefit plans in which they will be eligible to participate from and after the Effective Time and (ii) waive, or cause to be waived, any pre-existing condition limitations, exclusions, actively at work requirements and waiting periods under any Parent Benefit Plan that is a welfare benefit plan and in which Company Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods would not have been satisfied or waived under the comparable Company Benefit Plan(s) immediately prior to the Effective Time and provided that nothing in this Section 6.04(c) shall obligate Parent to provide any benefit under any Parent Benefit Plan that is a welfare benefit plan that it did not provide under such plan as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible . (d) Prior to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under the Company shall take such policy or a substantially identical sabbatical or leave of absence policy of actions as Parent after may reasonably request so as to enable the Effective Time pursuant Surviving Corporation to effect such actions relating to the terms of such policy. When employees of Company 401(k) Plan (the Company become eligible to participate in a medical"401(k) Plan") as Parent may deem necessary or appropriate, dental or health plan of Parent, to including terminating the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (i401(k) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan Plan prior to the Effective Time, subject to the terms of the 401(k) Plan and applicable Law and provided that such action does not preclude the immediate participation of the Company Employees in any successor plan. (e) The Company, Parent and Merger Sub acknowledge and agree that all provisions contained in this Section 6.04 and in Sections 4.01(j) and (m) with respect to Company Employees are included for the sole benefit of Parent, Merger Sub and the Company, and that nothing in this Agreement, whether express or implied, shall create any third party beneficiary or other rights (i) in any other Person, including any Company Employees, former Company Employees, any participant in any Company Benefit Plan, or any dependent or beneficiary thereof, or (ii) to continued employment with Parent, the Surviving Corporation, or any of their respective Affiliates. No provision of this Section 6.04 or Sections 4.01(j) or (m) shall constitute an amendment to any Company Benefit Plan or any employee benefit or compensation plan, policy agreement or arrangement of Merger Sub or any of its Affiliates.

Benefit Plans. Following (a) As soon as administratively practicable after the Effective Time, Parent ▇▇▇▇▇▇ shall cause service performed by current take all reasonable action so that employees for of PRI and its Subsidiaries shall be entitled to participate in each ▇▇▇▇▇▇ Employee Benefit Plan to the Company same extent as similarly-situated employees of ▇▇▇▇▇▇ and its Subsidiaries (it being understood that inclusion of the employees of PRI and any predecessor entities) its Subsidiaries in the ▇▇▇▇▇▇ Employee Benefit Plans may occur at different times with respect to be taken different plans). ▇▇▇▇▇▇ shall cause each ▇▇▇▇▇▇ Employee Benefit Plan in which employees of PRI and its Subsidiaries are eligible to participate to take into account for purposes of eligibility and vesting (but not for purposes thereunder the service of pension benefit accrual), and for purposes of determining severance (to the extent applicable), vacation and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent such employees with PRI and its Subsidiaries in which employees of the Company participate to the same extent as such service was credited for such purposes by PRI. (b) ▇▇▇▇▇▇ shall honor, and the Company and its Subsidiaries under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees Surviving Corporation shall continue to participate be obligated to perform, in any Employee Plan or International Plan following accordance with their terms, all benefit obligations to, and contractual rights of, current and former employees of PRI existing as of the Effective Time until such practicable date Date, as they commence participation in an applicable benefit plan well as all employment or severance agreements, plans or policies of Parent PRI. (c) If employees of PRI or any of its Subsidiaries. Company employees who, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees of the Company Subsidiaries become eligible to participate in a medical, dental or health vision benefits plan of Parent▇▇▇▇▇▇, to the extent permissible under the applicable benefit plan, Parent ▇▇▇▇▇▇ shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were are covered under the applicable medical, health dental or dental vision benefits plans of ▇▇▇▇▇▇, (ii) honor under such plans any deductible, co-payment and out-of-pocket expenses incurred by the Company employees and their beneficiaries during the portion of the calendar year prior to such participation and (iiiii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan PRI Employee Benefit Plan prior to the Effective Time.

Benefit Plans. Following the Effective TimeBuyer shall assume all obligations under, Parent shall cause service performed by current employees for the Company and its Subsidiaries Liabilities with respect to, any Benefit Plans set forth on Schedule 8.5(c) (and any predecessor entities) such schedule to be taken into account provided to Sellers by Buyer not later than five (5) Business Days prior to the Bid Deadline) (such plans, the “Buyer Benefit Plans”) consistent with Section 2.3(e) of this Agreement as Assumed Liabilities. The Buyer Benefit Plans shall be assumed by and assigned to Buyer as of the Closing Date (or such Buyer Affiliates as Buyer so directs) in the manner described in this Agreement. To the extent that service is relevant for purposes of eligibility and vesting (vesting, but not accrual under any employee benefit plan, program, policy or arrangement of Buyer or its Subsidiaries, Buyer shall credit (or cause to be credited) the Buyer Employees for purposes of pension benefit accrual), and for purposes of determining severance (service earned prior to the extent applicable), vacation Closing with Sellers in addition to service earned with Buyer on and other paid time off entitlements (to after the Closing. To the extent applicable), under the benefit plans of Parent Buyer Employees and its Subsidiaries in which employees of the Company participate to the extent such service was credited by the Company and its Subsidiaries under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees continue to participate their eligible dependents enroll in any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable welfare benefit plan of Parent Buyer or any of its Subsidiaries. Company employees who, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant subject to the terms of any such policy. When employees of the Company become eligible plan, Buyer shall undertake commercially reasonable efforts to participate in a medicalwaive, dental or health plan of Parentcause such waiver of, any preexisting condition limitations applicable to such Buyer Employees to the extent permissible that Buyer Employee’s or eligible dependent’s condition would not have operated as a preexisting condition under the applicable corresponding welfare benefit planplan as maintained by Sellers. In addition, Parent subject to the terms the applicable welfare benefit plan of Buyer or its Subsidiaries, Buyer shall cause each such plan undertake commercially reasonable efforts to (i) waive any preexisting condition limitations all waiting periods under such welfare benefit plan otherwise applicable to the Buyer Employees and their eligible dependents, other than waiting periods that are in effect with respect to such individuals as of the Closing to the extent such conditions were covered not satisfied under the Sellers’ applicable medicalBenefit Plans, health or dental plans of the Company and (ii) waive provide each Buyer Employee and his or her dependents with corresponding credit under such welfare benefit plan for any waiting period limitation or evidence co-payments and deductibles paid by them under Sellers’ applicable corresponding Benefit Plans during the portion of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company respective plan year prior to the Effective TimeClosing. At any time and from time to time after the Execution Date, Sellers and Buyer shall take, or cause to be taken, any and all actions necessary to effectuate the terms of this Section 8.5(c), including taking all action necessary to assign and assume and adopt each Buyer Benefit Plan in the manner contemplated by this Agreement effective as of the Closing. Prior to the Closing, Sellers shall reasonably cooperate with Buyer and its Affiliates and give commercially reasonable assistance as Buyer may reasonably request in order to effectuate the foregoing. Nothing herein shall prohibit Buyer or its Affiliates, as applicable, from terminating, amending, or otherwise affecting any Buyer Benefit Plan, at any time and from time to time following the Closing.

Benefit Plans. Following the Effective Time, Buyer Parent shall cause service performed take such reasonable actions, to the extent permitted by current Buyer Parent's benefits programs, as are necessary to allow all employees for the Company of Seller and its Subsidiaries subsidiaries who accept employment with Buyer Parent (and any predecessor entitiescollectively, "Seller Employees") to participate in the health, welfare and other benefit programs of Buyer Parent or alternative benefits programs in the aggregate that are substantially equivalent to those applicable to employees of Buyer Parent in similar functions and positions on similar terms (it being understood that equity incentive plans are not considered employee benefits). From and after the Closing Date, Buyer Parent shall grant all Seller Employees credit for all service (to the same extent as service with Buyer Parent is taken into account with respect to similarly situated employees of Buyer Parent) with Seller or its subsidiaries, as applicable, prior to the Closing Date for (i) eligibility and vesting purposes and (ii) for purposes of vacation accrual after the Closing Date as if such service with Seller or its subsidiaries, as applicable, was service with Buyer Parent. Buyer Parent agrees that where applicable with respect to any of its welfare benefit plans, including without limitation medical or dental benefit plans, Buyer Parent shall waive any pre-existing condition exclusion and actively-at-work requirements (provided, however, that no such waiver shall apply to a pre-existing condition of any Seller Employee who was, as of the Closing Date, excluded from participation in a plan maintained by Seller or its subsidiaries by virtue of such pre-existing condition) and similar limitations, eligibility waiting periods and evidence of insurability requirements under any of Buyer Parent's group health plans to the extent permitted by such plans. Buyer Parent shall provide that any covered expenses incurred on or before the Closing Date by Seller Employees or such employees' covered dependents shall be taken into account for purposes of eligibility satisfying applicable deductible, coinsurance and vesting (but not for purposes of pension benefit accrual), and for purposes of determining severance (maximum out-of-pocket provisions after the Closing Date to the same extent applicable), vacation and other paid time off entitlements (to the extent applicable), under as such expenses are taken into account for the benefit plans of Parent and its Subsidiaries in which similarly situated employees of the Company participate to the extent such service was credited by the Company and its Subsidiaries under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit plan of Parent or any of its Subsidiaries. Company employees who, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees of the Company become eligible to participate in a medical, dental or health plan of Buyer Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan prior to the Effective Time.

Benefit Plans. Following (a) Effective as of the Effective TimeClosing, Parent shall provide that all retained employees of the Company and its subsidiaries, who are not subject to collective bargaining agreements, shall participate in the Company's existing employee benefit plans or, at the option of the Parent, to participate in the employee benefit plans and arrangements of Parent (other than those plans that are the subject of collective bargaining) on a basis no less favorable in the aggregate than similarly situated employees of Parent and its subsidiaries and, with respect to employees who are the subject of collective bargaining agreements, all benefits and other terms and conditions of employment shall be provided in accordance with the applicable collective bargaining agreement; provided, however, that for purposes of the foregoing, no Stock Plan or other plan, program or arrangement related to the stock of the Company or its subsidiaries shall be considered nor shall Parent or any affiliate thereof have any obligation to issue or provide any benefits related to the stock of the Company or its subsidiaries, other than as provided in Section 2.02. In the event that any employee of the Company or its affiliates is transferred to the Parent or any affiliate of Parent or becomes a participant in an employee benefit plan, program or arrangement maintained by or contributed by the Surviving Corporation or its affiliates, Parent shall cause such plan, program or arrangement to treat the prior service performed by current employees for of such employee with the Company and or its Subsidiaries (and any predecessor entities) to be taken into account for purposes of eligibility and vesting (but not for purposes of pension benefit accrual)affiliates, and for purposes of determining severance (to the extent applicable), vacation and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries in which employees of the Company participate to the extent such prior service was credited by is recognized under the Company and comparable plan, program or arrangement of the Company, as service rendered to the Surviving Corporation or its Subsidiaries under similar benefit plansaffiliate, as the case may be; provided, however, that Parent may cause a reduction of benefits under any such plans, programs or its Subsidiaries may provide that such employees continue arrangements to participate in the extent necessary to avoid duplication of benefits with respect to the same covered matter or years of service and with respect to any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable defined benefit pension plan of Parent or any affiliate of its Subsidiaries. Company employees whoParent, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy no such prior service shall be eligible recognized for any purposes other than eligibility to take paid sabbatical leaves participate or vesting of absence, to benefits. (b) To the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When that retained employees of the Company and its subsidiaries become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit planplans sponsored by Parent and its subsidiaries (other than Company Benefit Plans), Parent shall cause each such plan to (i) waive any all limitations as to preexisting condition limitations exclusions and waiting periods with respect to participation and coverage requirements applicable to such employees and their respective dependents under any welfare benefit plans that such employees and dependents may be eligible to participate in, effective on or after the Closing Date, but only to the extent that such exclusions and waiting periods were inapplicable or satisfied under the analogous Company Benefit Plan; and (ii) provide each such employee or dependent with credit for any co- payments and deductibles paid prior to the Closing Date in respect of the plan year in progress at the time such participation begins in satisfying any applicable co-payment, deductible or out-of-pocket requirement under any analogous welfare plans that such employees or dependents are eligible to participate in on or after the Closing Date, but only to the extent such conditions were covered co-payment, deductible or out-of-pocket requirements would be deemed satisfied under the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company plan prior to the Effective TimeBenefit Plan.

Benefit Plans. Following the Effective Time, Parent shall cause service performed by current employees for the Company and its Subsidiaries (and a) With respect to any predecessor entities) to be taken into account for purposes of eligibility and vesting (but not for purposes of pension benefit accrual), and for purposes of determining severance (to the extent applicable), vacation and other paid time off entitlements (to the extent applicable), under the benefit plans of Parent and its Subsidiaries Theraclone Benefit Plan or PharmAthene Benefit Plan in which any employees and former employees of Theraclone (the Company participate to the extent such service was credited by the Company and its Subsidiaries under similar benefit plans; provided, however, that Parent or its Subsidiaries may provide that such employees continue to participate in any Employee Plan or International Plan following the Effective Time until such practicable date as they commence participation in an applicable benefit plan of Parent or any of its Subsidiaries. Company employees who, as of the Effective Time, are eligible for sabbaticals under the Company’s paid sabbatical leave policy shall be eligible to take paid sabbatical leaves of absence, to the extent earned as of the Effective Time, under such policy or a substantially identical sabbatical or leave of absence policy of Parent after the Effective Time pursuant to the terms of such policy. When employees of the Company “Participating Employees”) first become eligible to participate in a medical, dental or health plan of Parent, to the extent permissible under the applicable benefit plan, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable medical, health or dental plans of the Company and (ii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time, and in which such Participating Employees did not participate prior to the Effective Time (collectively, the “New Plans”), each Participating Employee shall, to the extent permitted by applicable law, receive full credit for the years of continuous service by such Participating Employee recognized by Theraclone prior to the Effective Time to the same extent as if it were service with PharmAthene for purposes of (1) satisfying the service requirements for eligibility to participate in each such employee had satisfied New Plan, (2) vesting in any similar limitation benefits under each such New Plan, and (3) calculating the level of benefits with respect to vacation, personal days off, severance benefits and any other welfare-type benefits with respect to which a Participating Employee may be eligible, where service is a factor in calculating benefits, provided that, none of the foregoing shall apply with respect to defined benefit pension plans benefit accrual or requirement under an analogous Company where such credit would result in a duplication of benefits. With respect to any New Plan that is a welfare benefit plan in which any Participating Employees first become eligible to participate on or after the Effective Time, and in which such Participating Employees did not participate prior to the Effective Time, subject to any applicable plan provisions, contractual requirements or laws, PharmAthene shall, (A) cause to be waived any eligibility requirements or pre-existing condition limitations except to the extent such eligibility requirements, waiting periods, any evidence of insurability requirements or pre-existing conditions would apply under the analogous Theraclone Benefit Plan or PharmAthene Benefit Plan in which any such Participating Employee was a participant or eligible to participate as of immediately prior to the Effective Time, and (B) give effect, in determining any deductibles, co-insurance or maximum out of pocket limitations, to amounts paid by such Participating Employees prior to the Effective Time under a Theraclone Benefit Plan or PharmAthene Benefit Plan in which any such Participating Employee was a participant as of immediately prior to the Effective Time (to the same extent that such credit was given under such Theraclone Benefit Plan or PharmAthene Benefit Plan prior to the Effective Time) in satisfying such requirements during the plan year in which the Effective Time occurs. (b) If requested by PharmAthene at least ten business days prior to the Closing Date, Theraclone shall take (or cause to be taken) all actions reasonably necessary pursuant to resolutions of the Theraclone Board of Directors necessary or appropriate to terminate, effective no later than the day prior to the Closing Date, any defined contribution Theraclone Benefit Plan that contains a cash or deferred arrangement, whether intended to qualify under section 401(k) of the Code or otherwise (a “Theraclone Defined Contribution Plan”). If Theraclone is required to terminate any Theraclone Defined Contribution Plan, then Theraclone shall provide to PharmAthene prior to the Closing Date written evidence of the adoption by the Theraclone Board of Directors of resolutions authorizing the termination of such Theraclone Defined Contribution Plan (the form and substance of which resolutions shall be subject to the prior reasonable review and approval of PharmAthene, which approval shall not be unreasonably withheld or delayed). (c) Nothing contained in this Section 6.5, express or implied, (1) shall be construed to establish, amend, or modify any benefit plan, program, agreement or arrangement, including without limitation, any Theraclone Benefit Plan or any PharmAthene Benefit Plan, (2) shall alter or limit the ability of any of PharmAthene, Merger Sub, Theraclone, the Surviving Subsidiary, or, with respect to PharmAthene, its Subsidiaries to amend, modify, or terminate any benefit plan, program, agreement, or arrangement at any time assumed, established, sponsored, or maintained by any of them, (3) is intended to confer upon any current or former employee any right to employment or continued employment for any period of time by reason of this Agreement, or any right to a particular term or condition of employment, or (4) is intended to confer upon any person (including for the avoidance of doubt any current or former employee) any right as a third-party beneficiary of this Agreement. (d) To the maximum extent permitted by Law, PharmAthene and Theraclone shall treat, and cause their respective affiliates to treat, the U.S. federal and state income tax deductions resulting from any severance payments and any other compensatory payments arising as a result of the transactions contemplated hereby that are, in each case, made on the Closing Date as accruing on the day after the Closing pursuant to the “next day” rule of Treasury Regulation section 1.1502-76(b)(1)(ii)(B) or any similar provision of state or local Tax Law.