Common use of Employee Benefits and Contracts Clause in Contracts

Employee Benefits and Contracts. Following the Effective Time, but in no event earlier than the consolidation of Mutual's depository institution Subsidiaries with UPC's depository institution Subsidiaries, UPC shall provide to officers and employees of the Mutual Companies (the "Continuing Employees"), employee benefits under employee benefit plans on terms and conditions which when taken as a whole are substantially similar to those currently provided by the UPC Companies to their similarly situated officers and employees. For purposes of participation, vesting, and benefit accruals (but not accrual of benefits under UPC's tax-qualified retirement plans) under such employee benefit plans, (i) service under any qualified defined benefit or contribution plans of Mutual shall be treated as service under UPC's qualified defined benefit or contribution plans and (ii) service under any other employee benefit plans of Mutual shall be treated as service under any similar employee benefit plans maintained by UPC. UPC shall cause the UPC welfare benefit plans that cover the Continuing Employees after the Effective Time to (i) waive any waiting period and restrictions and limitations for preexisting conditions or insurability and (ii) cause any deductible, co-insurance, or maximum out-of-pocket payments made by the Continuing Employees under Mutual's welfare benefit plans to be credited to such Continuing Employees under the UPC welfare benefit plans, so as to reduce the amount of any deductible, co-insurance, or maximum out-of-pocket payments payable by the Continuing Employees under the UPC welfare benefit plans. Prior to the commencement of the Continuing Employee's participation in the UPC employee benefit plans and programs, the benefit coverage of, and participation in benefit plans by, the Continuing Employees shall continue under the Mutual Benefit Plans, as in effect immediately prior to the Effective Time. During such transition period, the coverage under and participation in the Mutual Benefit Plans shall be deemed to provide the Continuing Employees with benefits that are no less favorable than those offered to other employees of UPC and its Subsidiaries. Except as expressly provided in the Supplemental Letter, UPC also shall cause Mutual and its Subsidiaries to honor all employment, severance, consulting, and other compensation Contracts disclosed in Section 8.13 of the Mutual Disclosure Memorandum to UPC between any Mutual Company and any current or former director, officer, independent contractor, or employee thereof, and all provisions of the Mutual Benefit Plans.

Employee Benefits and Contracts. Following the Effective Time, but in no event earlier than the consolidation of Mutual's depository institution Subsidiaries with UPC's depository institution Subsidiaries, UPC Regions shall provide generally to officers and employees of the Mutual Companies Park Meridian Companies, who at or after the Effective Time become employees of a Regions Company (the "Continuing Employees"), employee benefits under employee benefit plans (other than stock option or other plans involving the potential issuance of Regions Common Stock except as set forth in this Section 8.10), on terms and conditions which when taken as a whole are substantially similar to those currently provided by the UPC Regions Companies to their similarly situated officers and employees. For purposes of participation, vesting, participation and benefit accruals vesting (but not accrual of benefits under UPC's tax-qualified retirement plansbenefits) under such employee benefit plans, (i) service under any qualified defined benefit or contribution plans of Mutual Park Meridian shall be treated as service under UPC's Regions' qualified defined benefit or plans, (ii) service under any qualified defined contribution plans of Park Meridian shall be treated as service under Regions' qualified defined contribution plans, and (iiiii) service under any other employee benefit plans of Mutual Park Meridian shall be treated as service under any similar employee benefit plans maintained by UPCRegions. UPC Regions shall cause the UPC Regions welfare benefit plans that cover the Continuing Employees after the Effective Time to (ia) waive any waiting period and restrictions and limitations for preexisting conditions or insurability insurability, and (iib) cause any deductible, co-insurance, or maximum out-of-pocket payments made by the Continuing Employees under MutualPark Meridian's welfare benefit plans to be credited to such Continuing Employees under the UPC Regions welfare benefit plans, so as to reduce the amount of any deductible, co-insurance, or maximum out-of-pocket payments payable by the Continuing Employees under the UPC Regions welfare benefit plans. Prior to the commencement The continued coverage of the Continuing Employee's participation in the UPC employee benefit plans and programs, the benefit coverage of, and participation in benefit plans by, the Continuing Employees shall continue under the Mutual Benefit Plans, as in effect employee benefits plans maintained by Park Meridian and/or any Park Meridian Subsidiary immediately prior to the Effective Time. During such Time during a transition period, the coverage under and participation in the Mutual Benefit Plans period shall be deemed to provide the Continuing Employees with benefits that are no less favorable than those offered to other employees of UPC Regions and its Subsidiaries. Except as expressly , provided that after the Effective Time there is no Material reduction (determined on an overall basis) in the Supplemental Letter, UPC benefits provided under the Park Meridian employee benefit plans. Regions also shall cause Mutual Park Meridian and its Subsidiaries to honor all employment, severance, consulting, and other compensation Contracts disclosed in Section 8.13 8.10 of the Mutual Park Meridian Disclosure Memorandum to UPC Regions between any Mutual Park Meridian Company and any current or former director, officer, independent contractor, or employee thereof, and all provisions for vested benefits or other vested amounts earned or accrued through the Effective Time under the Park Meridian Benefit Plans. Regions shall be responsible for the fees related to the termination of the Mutual Park Meridian Benefit Plans.

Employee Benefits and Contracts. Following the ------------------------------- Effective Time, but in no event earlier than the consolidation of MutualJefferson's depository institution Subsidiaries with UPC's depository institution Subsidiaries, UPC shall provide to officers and employees of the Mutual Jefferson Companies (the "Continuing Employees"), employee benefits under employee benefit plans on terms and conditions which when taken as a whole are substantially similar to those currently provided by the UPC Companies to their similarly situated officers and employees. For purposes of participation, vesting, and benefit accruals (but not accrual of benefits under UPC's tax-qualified retirement plansplan) under such employee benefit plans, (i) service under any qualified defined benefit or contribution plans of Mutual Jefferson shall be treated as service under UPC's qualified defined benefit or contribution plans and (ii) service under any other employee benefit plans of Mutual Jefferson shall be treated as service under any similar employee benefit plans maintained by UPC. UPC shall cause the UPC welfare benefit plans that cover the Continuing Employees after the Effective Time to (i) waive any waiting period and restrictions and limitations for preexisting conditions or insurability and (ii) cause any deductible, co-insurance, or maximum out-of-pocket payments made by the Continuing Employees under MutualJefferson's welfare benefit plans to be credited to such Continuing Employees under the UPC welfare benefit plans, so as to reduce the amount of any deductible, co-insurance, or maximum out-of-pocket payments payable by the Continuing Employees under the UPC welfare benefit plans. Prior to the commencement of the Continuing Employee's Employees' participation in the UPC employee benefit plans and programs, the benefit coverage of, and participation in benefit plans by, the Continuing Employees shall continue under the Mutual Jefferson Benefit Plans, as in effect immediately prior to the Effective Time. During such transition period, the coverage under and participation in the Mutual Jefferson Benefit Plans shall be deemed to provide the Continuing Employees with benefits that are no less favorable than those offered to other employees of UPC and its Subsidiaries. Except as expressly provided in the Supplemental Letter, UPC shall and also shall cause Mutual UPHC (as the survivor in the Merger) and its the Jefferson Subsidiaries to honor all employment, severance, retention, consulting, and other compensation Contracts disclosed in Section 8.13 8.14 of the Mutual Jefferson Disclosure Memorandum to UPC between any Mutual Jefferson Company and any current or former director, officer, independent contractor, or employee thereof, and all provisions of the Mutual Jefferson Benefit Plans. The provisions of the immediately preceding sentence of this Section 8.14 are intended to be for the benefit of, and shall be enforceable by each person described therein.

Employee Benefits and Contracts. Following the Effective Time, but in no event earlier than the consolidation of MutualFCC's depository institution Subsidiaries with UPC's Regions' depository institution Subsidiaries, UPC Regions shall provide generally to officers and employees of the Mutual Companies FCC Companies, who at or after the Effective Time become employees of a Regions Company (the "Continuing Employees"), employee benefits under employee benefit plans on terms and conditions which when taken as a whole are substantially similar to those currently provided by the UPC Regions Companies to their similarly situated officers and employees. For purposes of participation, vesting, participation and benefit accruals vesting (but not accrual of benefits under UPC's tax-qualified retirement plansbenefits) under such employee benefit plans, (i) service under any qualified defined benefit or contribution plans of Mutual FCC shall be treated as service under UPC's Regions' qualified defined benefit or plans, (ii) service under any qualified defined contribution plans of FCC shall be treated as service under Regions' qualified defined contribution plans, and (iiiii) service under any other employee benefit plans of Mutual FCC shall be treated as service under any similar employee benefit plans maintained by UPCRegions. UPC Regions shall cause the UPC Regions welfare benefit plans that cover the Continuing Employees after the Effective Time to (i) waive any waiting period and restrictions and limitations for preexisting conditions or insurability insurability, and (ii) cause any deductible, co-insurance, or maximum out-of-pocket payments made by the Continuing Employees under MutualFCC's welfare benefit plans to be credited to such Continuing Employees under the UPC Regions welfare benefit plans, so as to reduce the amount of any deductible, co-insurance, or maximum out-of-pocket payments payable by the Continuing Employees under the UPC Regions welfare benefit plans. Prior to the commencement The continued coverage of the Continuing Employee's participation in the UPC employee benefit plans and programs, the benefit coverage of, and participation in benefit plans by, the Continuing Employees shall continue under the Mutual Benefit Plans, as in effect employee benefits plans maintained by FCC and/or any FCC Subsidiary immediately prior to the Effective Time. During such Time during a transition period, the coverage under and participation in the Mutual Benefit Plans period shall be deemed to provide the Continuing Employees with benefits that are no less favorable than those offered to other employees of UPC Regions and its Subsidiaries, provided that after the Effective Time there is no Material reduction (determined on an overall basis) in the benefits provided under the FCC employee benefit plans. Except as expressly provided in the Supplemental Letter, UPC Regions also shall cause Mutual FCC and its Subsidiaries to honor all employment, severance, consulting, and other compensation Contracts disclosed in Section 8.13 8.14 of the Mutual FCC Disclosure Memorandum to UPC Regions between any Mutual FCC Company and any current or former director, officer, independent contractor, or employee thereof, and all provisions of the Mutual FCC Benefit Plans.. To the extent that Regions has agreed to cause FCC or the appropriate FCC

Employee Benefits and Contracts. Following the Effective Time, but in no event earlier than the consolidation of Mutual's depository institution Subsidiaries with UPC's depository institution Subsidiaries, UPC Centura shall provide generally to officers and employees of the Mutual Companies First Coastal Companies, who at or after the Effective Time become employees of a Centura Company (the "Continuing Employees"), employee benefits under employee benefit plans on terms and conditions which when taken as a whole are substantially similar to those currently provided by the UPC Centura Companies to their similarly situated officers and employees. For purposes of participationeligibility, vesting, participation and benefit accruals vesting (but not accrual of benefits under UPC's tax-qualified retirement plansbenefits) under such employee benefit plans, (i) service under any qualified defined benefit or contribution plans of Mutual First Coastal shall be treated as service under UPCCentura's qualified defined benefit or plans, (ii) service under any qualified defined contribution plans of First Coastal shall be treated as service under Centura's qualified defined contribution plans, and (iiiii) service under any other employee benefit plans of Mutual First Coastal shall be treated as service under any similar employee benefit plans maintained by UPCCentura. UPC Centura shall cause the UPC Centura welfare benefit plans that cover the Continuing Employees and dependents of such employees after the Effective Time to (i) waive any waiting period and restrictions and limitations for preexisting conditions or insurability insurability, and (ii) cause any deductible, co-insurance, or maximum out-of-pocket payments made by the Continuing Employees under MutualFirst Coastal's welfare benefit plans for the plan year in effect as of the Effective Time to be credited to such Continuing Employees under the UPC Centura welfare benefit plans, so as to reduce the amount of any deductible, co-insurance, or maximum out-of-pocket payments payable by the Continuing Employees under the UPC Centura welfare benefit plans. Prior to the commencement The continued coverage of the Continuing Employee's participation in the UPC employee benefit plans and programs, the benefit coverage of, and participation in benefit plans by, the Continuing Employees shall continue under the Mutual Benefit Plans, as in effect employee benefits plans maintained by First Coastal and/or any First Coastal Subsidiary immediately prior to the Effective Time. During such Time during a transition period, the coverage under and participation in the Mutual Benefit Plans period shall be deemed to provide the Continuing Employees with benefits that are no less favorable than those offered to other employees of UPC Centura and its Subsidiaries. Except as expressly , provided that after the Effective Time there is no Material reduction (determined on an overall basis) in the Supplemental Letterbenefits provided under the First Coastal employee benefit plans. Centura shall, UPC also and shall cause Mutual First Coastal and its Subsidiaries to to, honor all employment, severance, consulting, and other compensation Contracts disclosed in Section 8.13 of the Mutual First Coastal Disclosure Memorandum to UPC Centura between any Mutual First Coastal Company and any current or former director, officer, independent contractor, or employee thereof, and all provisions of the Mutual First Coastal Benefit Plans.

Employee Benefits and Contracts. Following (a) Except as set forth in this Agreement, including Section 8.13, following the Effective Time, but in no event earlier than the consolidation of Mutual's depository institution Subsidiaries with UPC's depository institution Subsidiaries, UPC Huntington shall provide to officers and employees of the Mutual Companies (the "Continuing Employees"), Citi-Bancshares employee benefits under employee benefit and welfare plans, incentive plans and stock option and other plans involving the potential issuance of Huntington Common Stock, on terms and conditions which when taken as a whole are substantially similar to those currently provided generally by the UPC Companies Huntington and its Affiliates to their similarly situated officers and employees. For purposes of participation, vesting, participation and benefit accruals (but not accrual of benefits under UPC's tax-qualified retirement plans) vesting under such employee benefit plans, (i) the service under any qualified defined benefit or contribution plans of Mutual the employees of the Citi-Bancshares Companies prior to the Effective Time shall be treated as service under UPC's qualified defined benefit or contribution plans and (ii) service under any other with a Huntington Company participating in such employee benefit plans of Mutual shall be treated as service under any similar employee benefit plans maintained by UPC. UPC shall cause the UPC welfare benefit plans that cover the Continuing Employees after the Effective Time to (i) waive any waiting period and restrictions and limitations for preexisting conditions or insurability and (ii) cause any deductible, co-insurance, or maximum out-of-pocket payments made by the Continuing Employees under Mutual's welfare benefit plans to be credited to such Continuing Employees under the UPC welfare benefit plans, so as to reduce the amount of any deductible, co-insurance, or maximum out-of-pocket payments payable by the Continuing Employees under the UPC welfare benefit plans. Prior to Furthermore, officers and employees of Citi-Bancshares Companies (and their spouses and dependents, if applicable) may, upon the commencement cessation of the Continuing Employee's their participation in a Citi-Bancshares Benefit Plan, immediately participate in the UPC employee corresponding Benefit Plan maintained by Huntington without regard to pre-existing conditions or waiting periods and all claims paid under a Citi-Bancshares Benefit Plan shall be counted under a Huntington Benefit Plan for purposes of annual deductibles and annual out of pocket expenses. Benefit accruals under any Huntington defined benefit plans pension plan ("Huntington Plan") will not be offset by benefit accruals under the "Citizens National Bank of Leesburg Defined Benefit Pension Plan (the "Pension Plan"); however, in the event the Pension Plan merges with the Huntington Plan, and programsif benefit accruals under the Pension Plan cease, the Huntington Plan will provide future benefit coverage of, and participation in benefit plans by, the Continuing Employees shall continue accruals under the Mutual Benefit Plans, as in effect immediately prior to the Effective Time. During such transition period, the coverage under and participation in the Mutual Benefit Plans shall be deemed to provide the Continuing Employees with benefits Huntington Plan that are no less favorable than those offered benefits that would accrue assuming the Huntington Plan implements a "fresh start formula without wear away" (as described in Treasury Regulation Section 1.401(a)(4)-13(c)(4)(i)). To the extent a participant has a vested benefit or other vested amount earned or accrued through the Effective Time under a Citi-Bancshares Benefit Plans, Huntington agrees to pay such benefits in accordance with the terms of such Citi-Bancshares Benefit Plans; provided, however, that (i) with respect to the Citizens National Bank of Leesburg Profit Sharing Plan & Trust and the Pension Plan (other employees than death benefits and interest rates as set forth below), compliance with section 411(d)(6) of UPC the Code will constitute satisfaction of the requirements of this sentence; (ii) with respect to a participant's accrued benefit under the Pension Plan, Huntington agrees, for twenty-four months following the Effective Time (to the extent permitted by applicable law), to continue to pay death benefits and its Subsidiaries. Except as expressly provided compute benefits using the death benefit provisions and interest rate factors set forth in the Supplemental Letter, UPC also shall cause Mutual and its Subsidiaries to honor all employment, severance, consulting, and other compensation Contracts disclosed in Section 8.13 Pension Plan as of the Mutual Disclosure Memorandum to UPC between any Mutual Company and any current or former director, officer, independent contractor, or employee thereof, and all provisions of the Mutual Benefit PlansEffective Time.

Employee Benefits and Contracts. Following the Effective Time, but in no event earlier than the consolidation of Mutual's depository institution Subsidiaries with UPC's depository institution Subsidiaries, UPC American Home shall provide generally to officers and employees of the Mutual Companies Valley Companies, who at or after the Effective Time remain employees of Valley Bank of Maryland or become employees of an American Home Company (the "Continuing Employees"), employee benefits under employee benefit plans (other than stock option or other plans involving the potential issuance of American Home Common Stock except as set forth in this Section 8.8), on terms and conditions which when taken as a whole are substantially similar to those currently provided by the UPC American Home Companies to their similarly situated officers and employees. For purposes of participation, vesting, participation and benefit accruals vesting (but not accrual of benefits under UPC's tax-qualified retirement plansbenefits) under such employee benefit plans, (i) service under any qualified defined benefit or contribution plans of Mutual Valley shall be treated as service under UPCAmerican Home's qualified defined benefit or plans, (ii) service under any qualified defined contribution plans of Valley shall be treated as service under American Home's qualified defined contribution plans, and (iiiii) service under any other employee benefit plans of Mutual Valley shall be treated as service under any similar employee benefit plans maintained by UPCAmerican Home. UPC American Home shall cause the UPC American Home welfare benefit plans that cover the Continuing Employees after the Effective Time to (i) waive any waiting period and restrictions and limitations for preexisting conditions or insurability insurability, and (ii) cause any deductible, co-insurance, or maximum out-of-pocket payments made by the Continuing Employees under MutualValley's welfare benefit plans to be credited to such Continuing Employees under the UPC American Home welfare benefit plans, so as to reduce the amount of any deductible, co-insurance, or maximum out-of-pocket payments payable by the Continuing Employees under the UPC American Home welfare benefit plans. Prior to the commencement The continued coverage of the Continuing Employee's participation in the UPC employee benefit plans and programs, the benefit coverage of, and participation in benefit plans by, the Continuing Employees shall continue under the Mutual Benefit Plans, as in effect employee benefits plans maintained by Valley and/or any Valley Subsidiary immediately prior to the Effective Time. During such Time during a transition period, the coverage under and participation in the Mutual Benefit Plans period shall be deemed to provide the Continuing Employees with benefits that are no less favorable than those offered to other employees of UPC American Home and its Subsidiaries. Except as expressly , provided that after the Effective Time there is no material reduction (determined on an overall basis) in the Supplemental Letter, UPC benefits provided under the Valley employee benefit plans. American Home also shall cause Mutual Valley and its Subsidiaries to honor all employment, severance, consulting, and other compensation Contracts disclosed in Section 8.13 5.13(a) of the Mutual Valley Disclosure Memorandum to UPC American Home between any Mutual Valley Company and any current or former director, officer, independent contractor, or employee thereof, and all provisions for vested benefits or other vested amounts earned or accrued through the Effective Time under the Valley Benefit Plans. American Home shall be responsible for the fees related to the termination of the Mutual Valley Benefit Plans.