Common use of Employees and Employee Benefit Plans Clause in Contracts

Employees and Employee Benefit Plans. (a) Former full time employees of Seller or Seller Bank who remain employed by Buyer or Buyer Bank will be eligible to participate in the Buyer's employee stock ownership plan on the earliest date required by ERISA ("Entry Date"), with credit for years of service with Seller or any of its Subsidiaries for the purpose of eligibility and vesting on and after the Entry Date (but not for the purpose of accrual of benefits or allocation of employer contributions). Former full time employees of Seller or Seller Bank who remain employed by Buyer or Buyer Bank will be eligible to participate in the Buyer's benefit plans, other than the Buyer's employee stock ownership plan, on the earliest date permitted by such plan, with credit for years of service with Seller or any of its Subsidiaries for the purpose of eligibility and vesting (but not for the purpose of accrual of benefits or allocation of employer contributions). Buyer shall cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under any Seller Employee Plan) and eligibility waiting periods under group health plans to be waived with respect to such participants and their eligible dependents. (b) To the extent that Buyer or a Buyer Subsidiary terminates the employment of any Seller or Seller Bank employee other than for Cause within one year following the Effective Time, Buyer shall, or shall cause a Buyer Subsidiary to, provide severance benefits in a cash amount equal to such employee's regular salary for a one-week period (as in effect immediately prior to the Effective Time) multiplied by the total number of whole years of such employee's employment (up to a maximum of ten years) at Seller, Buyer and any Subsidiary of either; provided, however that in no event shall Buyer or a Buyer Subsidiary have any obligation to provide severance benefits to any Seller or Seller Bank employee whose termination of employment occurs due to resignation or discharge for Cause or who is entitled to severance benefits or the equivalent thereof under the terms of any other compensation plan or individual contract with Seller or Seller Bank. (c) Buyer agrees to cause Buyer Bank to offer employment to Messrs. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇ in positions that would allow such individuals to maximize their contributions to Buyer Bank. In the event, however, that Buyer Bank, ▇▇. ▇▇▇▇▇▇▇, or ▇▇. ▇▇▇▇ decide to terminate their employment relationship prior to the date one year after the Closing Date, such terminating employee shall receive a lump sum amount equal to his then current salary for the remainder of the period which ends one year after the Closing Date.

Employees and Employee Benefit Plans. (a) Former full time Each Buyer shall extend offers of employment to those Division Employees whom it desires to hire in its sole discretion (such employees who accept such offers of Seller or Seller Bank who remain employed by Buyer or Buyer Bank will be eligible employment are hereinafter referred to participate in the Buyer's employee stock ownership plan on the earliest date required by ERISA (as "Entry DateRehired Employees"), with which offers shall be on terms and conditions comparable to the terms and conditions offered by such Buyer to its current employees of like position; provided, however, that any such offer of employment shall not be -------- ------- construed to limit the ability of such Buyer to terminate any such employee following the Closing Date for any reason. Seller shall terminate the employment of all Rehired Employees immediately prior to the Closing and any cost, expense or liability resulting from, or incurred in connection with, such terminations, other than vacation entitlements, accrued on or prior to the Closing Date shall be the sole responsibility of Seller. The appropriate Buyer shall assume responsibility and all liabilities and obligations for vacation entitlements through the Closing Date of Rehired Employees. (b) Buyers agree that each Rehired Employee shall receive full credit for years of service with Seller or any for purposes of its Subsidiaries determining such employee's eligibility for and determining the purpose amount of benefit entitlement for holidays, sick days, vacations, and also for purposes of determining eligibility and vesting on and after the Entry Date (but not for the purpose of accrual of benefits or allocation of employer contributions). Former full time employees of Seller or Seller Bank who remain employed by Buyer or Buyer Bank will be eligible to participate in the Buyer's benefit plansincluding, other than the Buyer's employee stock ownership planwithout limitation, on the earliest date permitted by such plan, with credit for years of service with Seller or any of its Subsidiaries for the purpose of eligibility and vesting (but not for the purpose of accrual of benefits or allocation of employer contributions). Buyer shall cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under any Seller Employee Plan) and eligibility waiting periods under group health plans to be waived with respect to plans), vesting and benefits provided under any other employee benefit plan, program, policy or other arrangement covering such participants and their eligible dependents. (b) To the extent that employee established, continued or otherwise sponsored by a Buyer or an Affiliate of a Buyer Subsidiary terminates after the employment of any Seller or Seller Bank employee other than for Cause within one year following the Effective Time, Buyer shall, or shall cause a Buyer Subsidiary to, provide severance benefits in a cash amount equal to such employee's regular salary for a one-week period (as in effect immediately prior to the Effective Time) multiplied by the total number of whole years of such employee's employment (up to a maximum of ten years) at Seller, Buyer and any Subsidiary of eitherClosing Date; provided, however that in no event shall Buyer or a Buyer Subsidiary have any obligation to provide severance benefits to any Seller or Seller Bank employee whose termination of employment occurs due to resignation or discharge for Cause or who is entitled to severance benefits or the equivalent thereof under the terms of any other compensation plan or individual contract with Seller or Seller Bank. (c) Buyer agrees to cause Buyer Bank to offer employment to Messrs. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇ in positions that would allow such individuals to maximize their contributions to Buyer Bank. In the event, however, that such crediting of service shall not operate to -------- ------- duplicate any benefit or the funding of any such benefit for any such period of service and shall be permitted under the applicable plan of a Buyer Bank, ▇▇. ▇▇▇▇▇▇▇, or ▇▇. ▇▇▇▇ decide to terminate their employment relationship prior to the date one year after the Closing Date, such terminating employee shall receive a lump sum amount equal to his then current salary for the remainder of the period which ends one year after the Closing Dateits Affiliate.

Employees and Employee Benefit Plans. (a) Former full Full time employees of Seller or Seller Bank Cohoes and its Subsidiaries who remain employed by Buyer or Buyer Bank after the Effective Time will be eligible to participate in benefit plans of the Buyer's employee stock ownership plan Surviving Corporation and its Subsidiaries that are generally available to their full-time employees on a uniform and non-discriminatory basis in accordance with and subject to the earliest date required by ERISA ("Entry Date")terms and provisions of such benefit plans, with credit for years of service with Seller or any of Cohoes and its Subsidiaries for the purpose of determining eligibility for participation, vesting and vesting on entitlement to vacation time and after the Entry Date sick pay (but not for the purpose of accrual or restoration of benefits under any Hudson Employee Plan or allocation any future benefit plan of employer contributionsthe Survivin▇ ▇▇▇poration or any of its Subsidiaries where benefits are calculated on an actuarial basis, including any qualified or non-qualified defined benefit plan or restoration plan). Former Contributions to (and accrual of benefits, to the extent applicable, if any, under) benefit plans of the Surviving Corporation and its Subsidiaries on behalf of continuing full-time employees of Cohoes and its Subsidiaries shall only relate to qualifying compensation earned by such employees after the Effective Time subject to the terms and provisions of such employee plans. Notwithstanding anything contained above, continuing full time employees of Seller or Seller Bank who remain employed by Buyer or Buyer Bank will Cohoes and its Subsidiaries shall not be eligible to participate in the Buyer's benefit plansHudson (Surviving Corporation) ESOP until the plan year beg▇▇▇▇▇▇ April 1, other than the Buyer's employee stock ownership plan, on the earliest date permitted by such plan, with credit for years of service with Seller or any of 2001. The Surviving Corporation shall use its Subsidiaries for the purpose of eligibility and vesting (but not for the purpose of accrual of benefits or allocation of employer contributions). Buyer shall best efforts to cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under any Seller Employee Planthe corresponding Cohoes group health plan) and eligibility waiting periods under its group health plans to be waived with respect to such participants and their eligible dependents. (b) To the extent that Buyer or a Buyer Subsidiary terminates If the employment of any Seller full-time employee of Cohoes, Hudson or Seller Bank employee their respective Subsidiaries is involuntarily termi▇▇▇▇▇ other than for Cause within one year six months following the Effective Time, Buyer shall, the Surviving Corporation or its applicable Subsidiary shall cause a Buyer Subsidiary to, provide severance benefits to such employee in a cash amount equal to such employee's regular salary for a one-week period (as in effect immediately prior to the Effective Time) multiplied by the total number of whole years of such employee's full-time employment (up to a maximum of ten thirteen years) at SellerCohoes, Buyer and Hudson or any Subsidiary of eithertheir respective Subsidiaries; provided, however ho▇▇▇▇▇ that in no event shall Buyer the Surviving Corporation or a Buyer Subsidiary any of its applicable Subsidiaries have any obligation to provide severance benefits to any Seller or Seller Bank such full-time employee whose termination of employment occurs due to resignation or discharge for Cause or who is entitled to severance benefits or the equivalent thereof under the terms of any other compensation plan or individual contract with Seller or Seller Bankthe provisions of Section 6.11(c). (c) Buyer The Surviving Corporation agrees to cause Buyer Bank honor the terms of all Previously Disclosed employment, consulting, severance and termination agreements, severance plans, benefit restoration plans, stock option plans, and recognition and retention plans to offer employment which Cohoes or Hudson or any of their respective Subsidiaries is a party, other ▇▇▇▇ those that are being terminated and/or replaced at the Effective Time. Nothing herein is intended to Messrs. limit the right of the Surviving Corporation to amend or terminate any of the foregoing in accordance with their terms. The Surviving Corporation hereby expressly assumes at the Effective Time every such agreement which by its terms requires express assumption by a successor. Such express assumption shall occur by virtue of Hudson's execution of this Agreement without any further ac▇▇▇▇ ▇▇▇uired by the Surviving Corporation upon the completion of the Merger. Each Cohoes employee who is currently a party to a change in control severance agreement with Cohoes' savings bank Subsidiary and is employed at the Effective Time shall be offered at such time the opportunity to receive a new change in control severance agreement from the Surviving Corporation in replacement thereof in the same form and with the same benefits contained in the change in control severance agreements currently in effect at Hudson in consideration of such employee waiving, relinquishin▇ ▇▇▇ releasing all of his rights under his existing change in control severance agreement with Cohoes' savings bank Subsidiary unless his employment with the Resulting Institution is involuntarily terminated without cause by the Resulting Institution within one year after the Effective Time, in which case such employee shall remain entitled to receive the severance and other benefits contained in his or her current change in control severance agreement with Cohoes' savings bank Subsidiary. Any employee of Hudson or its savings bank Subsidiary who currently has a cha▇▇▇ ▇▇ control severance agreement with Hudson shall, if his or her employment is involuntarily term▇▇▇▇▇▇ by the Surviving Corporation or the Resulting Institution without cause within one year after the Effective Time, be entitled to receive benefits equal to one year's base salary in lump sum on the date of employment termination plus continuing health insurance coverage(including spousal and dependant coverage) under the Surviving Corporation's group health insurance plan during the one year period after the date of employment termination with all premiums being paid by the Surviving Corporation. (d) In the sole discretion of the Surviving Corporation, payments made by it or its Subsidiaries in full and complete satisfaction of obligations of Cohoes or its Subsidiaries under any Cohoes Employee Plan, or severance under Section 6.11(b) or under any agreement or arrangement referred to in Section 6.11(c) shall be subject to the recipient's delivery to the Surviving Corporation of (i) a written acknowledgment signed by such recipient that the payment or payments and benefits to be made to him or her is in full and complete satisfaction of all liabilities and obligations thereunder of Cohoes, the Surviving Corporation, and each of their respective Subsidiaries, affiliates, directors, officers, employees and agents, and (ii) a release by such recipient of all such parties from further liability in connection with the particular Cohoes Employee Plan, the recipients' employment, agreement or arrangement, as applicable. (e) Prior to the Closing, Cohoes shall make appropriate amendments to the Cohoes ESOP, to the extent permitted by law, to permit the Surviving Corporation Common Stock received by the Cohoes ESOP in the Merger to be tendered to the Surviving Corporation for redemption and/or cancellation against payment and retirement of the Cohoes ESOP loan by the Surviving Corporation(in the same manner as if such shares of Surviving Corporation Common Stock received in the Merger by the Cohoes ESOP were sold by it in the open market with the cash proceeds therefrom being utilized to retire the Cohoes ESOP loan). At the Effective Time, the Cohoes ESOP shall terminate in accordance with its terms based upon the Merger constituting a change in control termination therein and the Surviving Corporation shall not take any action to preclude such termination. Moreover, the Parties shall make all filings with Governmental Entities relating to the termination of the Cohoes ESOP to facilitate the repayment of the ESOP loan and the distribution of benefits to participants thereunder, if any, at the earliest practicable time after the Effective Time. (f) At any time on or after the Effective Time as determined by the Surviving Corporation, the Cohoes 401(k) Plan shall be merged into the Hudson 401(k) Plan, with the Hudson 401(k) Plan being the surviving p▇▇▇, all in accordance w▇▇▇ ▇▇plicable law, provided the Parties understand and agree that there is no intention on their part for the profit sharing plan portion of the Cohoes 401(k) Plan to be continued in the surviving plan. Cohoes shall take all actions requested by Hudson in order to accomplish the merger of the Cohoes 401(k) ▇▇▇▇ into the Hudson 401(k) Plan. The Surviving Corporation may at any tim▇ ▇▇▇▇r the Effective Time modify the Cohoes 401(k) Plan or the merged 401(k) Plans, as the Surviving Corporation in its sole discretion determines necessary or appropriate to accomplish the merger, and to facilitate the ongoing operation of the merged 401(k) Plan, subject to compliance with applicable law. (g) Cohoes shall, at the request of Hudson terminate the profit sharing plan portion of the Cohoes ▇▇▇(▇) Plan at or prior to the Closing. (h) The Surviving Corporation shall, as of the Effective Time, grant stock options and restricted stock awards to directors (including the emeritus director) and two executive officers of Cohoes as Previously Disclosed by Hudson. (i) Each person who is a director of Cohoe▇, ▇▇dson or its respective savings bank Subsidiary, immediate▇▇ ▇▇ior to the Effective Time, who does not become an initial director of either the Surviving Corporation or the Resulting Institution at the Effective Time, together with Charles Crotty (if he is an emeritus director of Cohoes immediately ▇▇▇▇▇ ▇▇ the Effective Time) and, at the election of Hudson prior to Closing each of its emeritus directors (if su▇▇ ▇▇rector is an emeritus director of Hudson immediately prior to the Effective Time and no alt▇▇▇▇▇▇ve arrangements have been made by Hudson with such director),shall be entitled to become ▇▇ ▇▇eritus director of the Surviving Corporation at the Effective Time as Previously Disclosed by Hudson. Subsequent to the Effective Time, each of Carl A. Florio and H▇▇▇▇ L. Robinson shall be entitled to be▇▇▇▇ ▇▇ ▇▇▇▇▇tus ▇▇▇▇▇▇▇▇ and ▇▇ ▇▇▇ ▇urviving Corporation as Previously Disclosed by Hudson. (j) Prior to the Closing, the Board of Hudson s▇▇▇▇ ▇. ▇approve by at least a 75% vote the directors na▇▇▇ in positions that would allow such individuals to maximize their contributions to Buyer Bank. In the event, however, that Buyer Bank, ▇▇. ▇▇▇▇▇▇▇, or ▇▇. ▇▇▇▇ decide the Cohoes Board pursuant to terminate their employment relationship prior Section 2.2(b)(i) hereof so as to the date one year after the Closing Date, such terminating employee shall receive a lump sum amount equal to his then current salary for the remainder ensure that completion of the period which ends one year after the Closing DateTransactions does not result in a change in control under Hudson's change in control severance agreements.

Employees and Employee Benefit Plans. (a) Former Except as otherwise provided herein, full time employees of Seller or and Seller Bank who remain employed by Buyer or Buyer Bank after the Effective Time will be eligible to participate in benefit plans of Buyer that are generally available to its full-time employees on a uniform and non-discriminatory basis in accordance with and subject to the Buyer's employee stock ownership plan on the earliest date required by ERISA ("Entry Date")terms and provisions of such benefit plans, with credit for years of service with Seller or any of its Subsidiaries Seller Bank for the purpose of determining eligibility for participation, vesting and vesting on entitlement to vacation time and after the Entry Date sick pay (but not for the purpose of accrual or restoration of benefits under any existing or allocation future benefit plan of employer contributionsBuyer where benefits are calculated on an actuarial basis, including any qualified or non-qualified defined benefit plan or restoration plan). Former Contributions to (and accrual of benefits, to the extent applicable, if any, under) benefit plans of Buyer on behalf of continuing full-time employees of Seller and Seller Bank shall only relate to qualifying compensation earned by such employees after the Effective Time subject to the terms and provisions of such benefit plans. Notwithstanding anything contained above, continuing full time employees of Seller or and Seller Bank who remain employed by Buyer (i) shall not be entitled to any past service credit for their prior employment for any purposes whatsoever with respect to any post-termination or Buyer Bank will post-retirement welfare benefits of Buyer; and (ii) shall not be eligible to participate in the Buyer's Buyer benefit plans, other than the Buyer's employee stock ownership plan, on the earliest date permitted by such plan, with credit for years restoration plan or any qualified plan of service with Seller Buyer or any of its Subsidiaries for (other than the purpose 401(k) plan of eligibility and vesting (but not for Buyer into which the purpose of accrual of benefits or allocation of employer contributions)Seller Bank 401(k) plan has been merged) until the entry date occurring on April 1, 2003. Buyer shall use its best efforts to cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under any the corresponding Seller Employee Plangroup health plan) and eligibility waiting periods under its group health plans to be waived with respect to such participants and their eligible dependents. (b) To the extent that Buyer or a Buyer Subsidiary terminates the employment of any full time employee of Seller or Seller Bank employee other than for Cause within one year six months following the Effective Time, Buyer shall, or shall cause a Buyer Subsidiary to, provide severance benefits in a cash amount equal to such employee's regular salary for a one-week period (as in effect immediately prior to the Effective Time) multiplied by the total number of whole years of such employee's employment (up to a maximum of ten eight years) at Seller, Buyer and any Subsidiary of eitherSeller or Seller Bank; provided, however that in no event shall Buyer or a Buyer Subsidiary have any obligation to provide severance benefits to any Seller or Seller Bank employee whose termination of employment occurs due to resignation or discharge for Cause or who is entitled to severance benefits or the equivalent thereof under the terms of any other compensation plan or individual contract with Seller or Seller Bank. (c) Buyer agrees to cause honor the payout terms of all Previously Disclosed employment, change in control severance, deferred compensation and supplemental executive retirement agreements. Buyer agrees to expressly assume every such agreement which by its terms requires express assumption by a successor to Buyer. Such express assumption shall occur without further action by Buyer upon the completion of the Corporate Merger. On or before the Effective Time, Seller or Seller Bank shall payout to offer employment each director of the Seller or Seller Bank any amounts deferred under the Seller's directors' deferred compensation agreements. (d) Payments made by Seller in full and complete satisfaction of obligations of Seller or Seller Bank under any Seller Employee Plan or under any agreement referred to Messrs. ▇▇▇▇ ▇in Section 5.11(b) or (c) shall be subject to the recipient's delivery to Seller or Buyer of (i) a written acknowledgment signed by such recipient that the payment or payments and benefits to be made to him or her is in full and complete satisfaction of all liabilities and obligations thereunder of Seller, Seller Bank and/or Buyer, and each of their respective affiliates, directors, officers, employees and agents, and (ii) a release by such recipient of all such parties from further liability in connection with the particular Seller Employee Plan or agreement, as applicable. (e) As of the Effective Time, the Seller ESOP shall be terminated in accordance with its terms. ▇▇▇▇▇▇▇ Prior to the Effective Time, the Seller shall be permitted to make such changes to the Seller ESOP as it deems appropriate to carry out the provisions of this subsection and ▇▇▇▇▇ ▇shall file a request for determination with the IRS with respect to the termination of the Seller ESOP. ▇▇▇▇ Any cash received by the Seller ESOP trustee in positions that would allow connection with the Corporate Merger with respect to the unallocated shares of Seller Common Stock shall be first applied by the Seller ESOP trustee to the full repayment of the Seller ESOP loan. The balance of the cash (if any) received by the Seller ESOP trustee in connection with the Corporate Merger with respect to the unallocated shares of Seller Common Stock shall be allocated to the accounts of all participants in the Seller ESOP who have accounts remaining under the Seller ESOP (whether or not such individuals participants are then actively employed) and beneficiaries in proportion to maximize their the account balances of such participants and beneficiaries as they exist as of the Effective Time as earnings, unless otherwise required to be allocated as annual additions subject to the limitations of Section 415 of the Code. As soon as practicable after receipt of a favorable determination letter from the IRS with respect to termination, the assets of the Seller ESOP shall be distributed to participants and beneficiaries or transferred to an eligible individual retirement account as a participant or beneficiary may direct. Neither Seller nor any Seller Subsidiary shall be entitled to make any contributions to the Seller ESOP or payments on the Seller ESOP loan, except required contributions and payments for calendar year 2001. At no time shall Seller or any Seller Subsidiary make any prepayments on the Seller ESOP loan. (f) At the Effective Time, the Seller Bank 401(k) plan shall be continued in effect, provided that Buyer Bank. In may elect to terminate the event, howeverSeller Bank 401(k) plan or merge it with a tax-qualified plan maintained by Buyer; and provided further, that Buyer Bankat the request of Buyer, ▇▇. ▇▇▇▇▇▇▇, Seller shall cause the Seller Bank 401(k) plan to be terminated at or ▇▇. ▇▇▇▇ decide to terminate their employment relationship immediately prior to the date one year after Effective Time in accordance with applicable law and in a manner that will not result in the Closing Date, such terminating employee shall receive a lump sum amount equal to his then current salary for the remainder imposition of the period which ends one year after the Closing Dateany liability or responsibility upon Buyer or any of its Subsidiaries.

Employees and Employee Benefit Plans. (ai) Former full time employees Subject to the succeeding provisions of Seller or Seller Bank who remain employed by this Section 6(e), the Buyer or Buyer Bank will be eligible cause the Targets to participate continue in employment immediately following the Closing Date (or, in the Buyer's case of an employee stock ownership plan within clause (ii) of this sentence, immediately following the date of his or her commencement of or return to active employment) (i) each employee on the earliest date Targets' active payroll on the Closing Date and (ii) each employee of the Targets not on the Targets' active payroll on the Closing Date on account of an approved leave of absence, disability leave or layoff if such employee returns to active employment with the respective Target immediately upon the conclusion of any such leave or layoff, or within the period required by ERISA law or any applicable collective bargaining agreement (all employees continuing such employment being referred to herein as "Entry DateContinued Employees"), with credit for years . Such continued employment and the benefits to be provided to the Continued Employees shall recognize the date of hire and time of service with Seller or the respective Target and its Affiliates (and their respective predecessors) for all purposes except as otherwise expressly provided in this Section 6(e). Nothing contained in this (i) shall confer upon any Continued Employee the right to continued employment by the respective Target for any period of its Subsidiaries for the purpose of eligibility and vesting on and time after immediately after the Entry Closing Date (but or date of commencement of or return to active employment, as applicable) which is not for otherwise required by law or the purpose terms of accrual any applicable collective bargaining agreement. The Targets shall continue to be bound by, and the Buyer will cause the Targets to honor the terms of, each collective bargaining agreement which applies to the Continued Employees. The Buyer shall cause DFVC, at its sole expense, to provide each Continued Employee with any severance pay and benefits applicable to such Continued Employee pursuant to Exhibit B. (ii) Effective as of benefits or allocation the Closing Date, the Continued Employees shall cease to be covered under the employee benefit plans of employer contributions). Former full time employees of Seller or Seller Bank who remain employed by Buyer or Buyer Bank will be eligible to the Seller, if any, and shall participate in under the Buyer's employee benefit plans, other than programs and policies maintained or established by the Buyer's respective Target. Each employee stock ownership benefit plan, on program or policy maintained or established by either Target with respect to any Continued Employees shall credit the earliest date permitted by Continued Employees covered thereby for all purposes (unless such plancrediting would result in a duplication of benefits) with the service that was recognized immediately prior to the Closing Date under the comparable plan of the Seller or the comparable plan of the respective Target maintained immediately prior to the Closing and, with credit for years of service with Seller respect to each plan that is an Employee Welfare Benefit Plan, the Continued Employees shall be covered without regard to any waiting period or any of its Subsidiaries for the purpose of eligibility and vesting (but not for the purpose of accrual of benefits or allocation of employer contributions). Buyer shall cause any and all pre-existing condition limitations restriction and shall receive credit for all deductibles, co-payments and other out-of-pocket expenses incurred under the Seller's plans during the portion of the applicable plan year that precedes the Closing Date. The Seller shall use its reasonable best efforts (i) to assign or otherwise transfer to DFVC any group policy or contract governing welfare benefits for the DFVC Continued Employees that is maintained on a stand-alone basis for such employees and (ii) if requested by the Buyer, in the case of a group policy or contract governing welfare benefits for DFVC Continued Employees and other employees of the Seller, to assign or otherwise transfer to DFVC the portion of the policy or contract covering the DFVC Continued Employees. (iii) Effective as of the Closing Date, the Buyer shall cause DFVC to establish for the DFVC Continued Employees a defined contribution plan, or make the DFVC Continued Employees eligible for an existing defined contribution plan of the Buyer, that is qualified under Section 401(a) of the Code (the "DFVC Savings Plan"). Upon the Seller's receipt of evidence satisfactory to it relative to the establishment or the availability of the DFVC Savings Plan and that such Plan is qualified under Section 401(a) of the Code, the Seller shall cause the trustee of the Seller's Savings Plan to transfer the account balances of the Continued Employees in the Seller's Savings Plan to the DFVC Savings Plan, including without limitation, any outstanding participant loans. (iv) Effective as of the Closing Date, the Continued Employees shall cease active participation in the ▇▇▇▇ Foods Company Retirement Plan (the "Seller's Retirement Plan"). The Seller shall retain all assets of the Seller's Retirement Plan and the liabilities for benefits of the Continued Employees accrued through the Closing Date under the Seller's Retirement Plan. Each Continued Employee will be entitled to a distribution of his or her benefits accrued as of the Closing Date under the Seller's Retirement Plan after the employee, in addition to satisfying the otherwise applicable requirements for commencement of his or her benefits under the terms of such Plan, has retired or is terminated from employment with DFVC. (v) The Seller agrees that it shall be solely responsible for the provision of health care continuation coverage required pursuant to the terms of COBRA for those former employees of DFVC whose entitlement to such continuation coverage occurred before the Closing Date. The Buyer shall cause DFVC, to the extent such limitations did not apply required, to a pre-existing condition offer "continuation coverage" under any Seller Employee Plan) and eligibility waiting periods under its group health plans to be waived all Continued Employees and to comply with respect all notice and other requirements under COBRA or similar state statue so that the Seller shall have no liability or obligation under COBRA or a similar state statue to such participants and their eligible dependentsthe Continued Employees as a result of the transactions contemplated by this Agreement. (bvi) To the extent that The Buyer or a Buyer Subsidiary terminates the employment of any Seller or Seller Bank employee other than for Cause within one year following the Effective Time, Buyer shall, or shall cause a Buyer Subsidiary toDFVC, provide severance benefits in a cash amount equal to such employee's regular salary for a one-week period (as in effect immediately prior to the Effective Time) multiplied by the total number of whole years of such employee's employment (up to a maximum of ten years) at Seller, Buyer and any Subsidiary of either; provided, however that in no event shall Buyer or a Buyer Subsidiary have any obligation to provide severance benefits to any Seller or Seller Bank employee whose termination of employment occurs due to resignation or discharge for Cause or who is entitled to severance benefits or the equivalent thereof under the terms of any other compensation plan or individual contract with Seller or Seller Bank. (c) Buyer agrees to cause Buyer Bank to offer employment to Messrs. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇ in positions that would allow such individuals to maximize their contributions to Buyer Bank. In the event, however, that Buyer Bank, ▇▇. ▇▇▇▇▇▇▇, or ▇▇. ▇▇▇▇ decide to terminate their employment relationship prior to the date one year 90 days after the Closing Date, not to cause any of the Continued Employees to suffer "employment loss" for purposes of the Worker Adjustment and Retraining Notification Act and related regulations (the "WARN Act"), if such terminating employee shall receive a lump sum amount equal to his then current salary employment loss could create any liability for the remainder of the period which ends one year after the Closing DateSeller.

Employees and Employee Benefit Plans. (a) Former full time During the period beginning on the Closing Date and ending on September 30, 2000, Sellers shall make available the services of its employees who are employed in the Divisions to Buyer or its affiliates as leased employees (the "Leased Employees"). During such period, Sellers shall pay and provide to all Leased Employees compensation and benefits equal to that which they were receiving immediately prior to the Closing Date (except to the extent otherwise required by applicable law). The Leased Employees shall be deemed for all purposes (including compensation, employee benefits, employment tax and reporting obligations, and all obligations arising as a result of the termination of a Leased Employee's employment) to be employees solely of Seller or its affiliates and not to be employees of Buyer or any of its affiliates. Sellers shall have responsibility for the employment and daily supervision of the Leased Employees; PROVIDED, HOWEVER, that Sellers shall consult with Buyer regarding the nature and scope of the services required by Buyer and the performance of such services by the Leased Employees, and PROVIDED FURTHER, that Sellers shall not, and shall cause their affiliates not to, undertake any actions in connection with the provision of such services that are not authorized by Buyer. Buyer shall reimburse each Seller Bank for its direct payroll costs, excluding overhead expenses, within one business day after receiving a copy of Sellers' payroll reports from Sellers' payroll agent. Buyer shall also reimburse each Seller for other reasonable direct costs of providing such leased employee services, including payroll taxes, the costs of workers' compensation insurance and costs related to Seller's Non-ERISA Plans listed on SCHEDULE 5.18(A), other than costs related to any equity-based compensation plans (excluding the fees of third party administrators under any employee benefit plan maintained by a Seller and costs associated with the provision of the Accounting Services set forth on ANNEX B hereto). Notwithstanding any other provision herein, Buyer shall not reimburse any Seller for any payment or benefit under an employee benefit plan, arrangement or agreement except to the extent it is set forth on SCHEDULE 2.3(D) or SCHEDULE 5.18 and was provided to Buyer prior to the date hereof. Immediately following the Employment Date as defined in SECTION 8.5(b), Sellers shall submit to Buyer for payment a billing invoice or other statement setting forth the amount of any fees for the leased employee services provided hereunder, reduced by any fees or expenses heretofore paid by Buyer. Such invoice or statement shall be accompanied by such supporting detail as Buyer may reasonably request with respect to any of such fees. Payment by Buyer to Sellers in respect of such invoice or statement shall be made within 15 days after the date of Buyer's receipt of such invoice or statement. Buyer shall have the right to conduct an audit of Sellers to determine the accuracy of the accounting for any such fees, the cost of which shall be borne by Buyer; PROVIDED, HOWEVER, that if the results of any such audit show excess charges for fees of more than $5,000 in the aggregate, then the cost of such audit shall be borne by Sellers and Sellers shall promptly reimburse Buyer for all overcharges due to excess charges for such fees. (b) Effective on October 1, 2000 (the "Employment Date"), Buyer will offer employment to the employees of the Divisions listed on SCHEDULE 8.5 who remain actively employed as Leased Employees immediately prior to the Employment Date. Such Employees who are extended and accept offers of employment from Buyer shall become employees of Buyer as of the Employment Date (the "Continuing Employees"). Buyer in its sole discretion may terminate any Continuing Employee at any time after the Employment Date. (c) Except as specifically set forth herein, Buyer shall not assume any obligations for any employee benefit plan maintained by, or contributed to by, Seller or any Seller Group Member ("Seller Plans") or for any other obligations of Seller or any Seller Group Member with respect to their employees or former employees. Seller will fully provide or pay for all liabilities or obligations to the Continuing Employees arising on or before the Employment Date under any Seller Plans or any other employee benefit arrangements (including, without limitation, insurance, disability and other programs), including all vested benefits accrued under the Seller Plans up to the Employment Date, and for such purposes shall fully vest each Continuing Employee with all benefits accrued for such Continuing Employee under any Seller Plan that is a "pension plan" as defined in Section 3(2) of ERISA through such date. Seller shall provide continuation coverage to each individual who under the terms of Seller's health plan is entitled to continuation rights pursuant to Code Section 4980B or Part 6 of Subtitle I of ERISA. Buyer shall assume obligations for any Continuing Employee's accrued but unused vacation days and sick days and accrued but unpaid regular salary, except to the extent a Continuing Employee becomes entitled to a payment for accrued but unused vacation days or sick days on account of such Continuing Employee's termination of employment with a Seller. (d) Seller shall bear the cost and expense of any workers' compensation claim asserted and arising out of an injury sustained by any Continuing Employee prior to the Employment Date. (e) Buyer, a successor employer for federal, state and local withholding and employment Taxes, shall assume Seller's responsibilities as predecessor employer for filing all federal, state and local withholding income Tax and employment Tax Returns and to furnish for the 2000 calendar year Forms W-2 and similar forms relating to all Continuing Employees for the calendar year in which the Employment Date occurs that are due after the Employment Date. Buyer or shall assume such responsibility in accordance with the alternative procedure described in Section 5 of Revenue Procedure 96-60 and, for the calendar year in which the Employment Date occurs, shall assume Seller's obligations to furnish Forms W-2 to all Continuing Employees. Seller shall comply with all of the requirements set forth in such alternative procedure that are imposed on a predecessor employer and Buyer Bank will shall comply with all of the requirements set forth in such procedure that are imposed on a successor employer. Seller shall provide information and data to Buyer upon request with respect to the wages of Continuing Employees and related payroll Taxes for the calendar year in which the Employment Date occurs through the last regular wage payment prior to the Employment Date in order for Buyer to file timely and proper Tax Returns and forms for the calendar year in which the Employment Date occurs. (f) As of the Employment Date, Continuing Employees shall be eligible to participate in the Buyer's employee stock ownership plan benefit plans maintained by Buyer for similarly situated employees. Buyer will take into account service of Continuing Employees on behalf of the earliest date required by ERISA ("Entry Date"), with credit for years of Division prior to the Employment Date and treat such service as service with Seller or any Buyer for purposes of its Subsidiaries determining such employees' eligibility for the purpose of eligibility holidays, sick days and vacation benefits and for participation and vesting on and after the Entry Date (but not for the purpose of accrual of benefits or allocation of employer contributions). Former full time employees of Seller or Seller Bank who remain employed by Buyer or Buyer Bank will be eligible to participate in the Buyer's purposes under any other employee benefit plans, other than programs, policies or arrangements covering such Continuing Employees established, continued or otherwise sponsored by Buyer after the Buyer's Employment Date. Except as otherwise set forth herein, Buyer may modify or terminate any employee stock ownership benefit plan, on program, policy or arrangement covering Continuing Employees at any time after the earliest date permitted Employment Date in accordance with standard business practices. Continuing Employees shall participate in any group health plan maintained by Buyer for such planemployees without any waiting periods, with credit for years without any evidence of service with Seller or insurability, and without application of any of its Subsidiaries for the purpose of eligibility and vesting (but not for the purpose of accrual of benefits or allocation of employer contributions). Buyer shall cause any and all pre-existing condition limitations (limitations, except to the extent such applicable under the plans sponsored by Seller immediately prior to the Employment Date. Buyer shall count claims arising prior to the Employment Date for purposes of deductibles, out-of-pocket maximums, benefit maximums, and all other similar limitations did not apply for calendar year 2000 to a pre-existing condition the same extent as applicable under any Seller Employee Plan) and eligibility waiting periods under group health Seller's plans to be waived with respect to such participants and their eligible dependents. (b) To the extent that Buyer or a Buyer Subsidiary terminates the employment of any Seller or Seller Bank employee other than for Cause within one year following the Effective Time, Buyer shall, or shall cause a Buyer Subsidiary to, provide severance benefits in a cash amount equal to such employee's regular salary for a one-week period (as in effect immediately prior to the Effective Time) multiplied by Employment Date. As soon as practicable after the total number of whole years of such employee's Employment Date, Sellers shall provide Buyer with all employment (up and employee benefits data necessary for Buyer to a maximum of ten years) at Seller, Buyer and any Subsidiary of either; provided, however that in no event shall Buyer or a Buyer Subsidiary have any obligation to provide severance benefits to any Seller or Seller Bank employee whose termination of employment occurs due to resignation or discharge for Cause or who is entitled to severance benefits or the equivalent thereof comply with its obligations under the terms of any other compensation plan or individual contract with Seller or Seller Bankthis SECTION 8.5. (cg) Buyer agrees to cause Buyer Bank to offer employment to Messrs. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Except as otherwise provided in SECTION 8.5(c), Seller shall be responsible for the costs and ▇▇▇▇▇ ▇. ▇▇▇▇ in positions that would allow such individuals to maximize their contributions to Buyer Bankconsequences associated with the termination of any employee of a Seller who does not become a Continuing Employee for any reason. In the eventevent any Continuing Employee shall be legally entitled to an amount in the nature of termination benefits or costs as a result of the termination of his or her employment with Seller in connection with the transactions contemplated by this Agreement notwithstanding that such Continuing Employee is not terminated by Buyer or does not resign from Buyer, howeverSeller shall reimburse Buyer for any such benefits or costs paid by Buyer as a result of the termination by Seller. (h) Nothing in this Agreement, that Buyer Bankexpress or implied, ▇▇. ▇▇▇▇▇▇▇shall confer upon any employee of Seller or any of its Affiliates, or ▇▇. ▇▇▇▇ decide any representative of any such employee, any rights or remedies, including any right to terminate their employment relationship prior to the date one year after the Closing Date, such terminating employee shall receive a lump sum amount equal to his then current salary or continued employment for the remainder any period of the period which ends one year after the Closing Dateany nature whatsoever.

Employees and Employee Benefit Plans. (a) Former providing all benefits to Transferred Employees through such first anniversary date, pro rated for periods less than a full time year (including, without limitation, administrative charges paid to third Persons but excluding any allocation of overhead or other internal costs of Buyer) shall be at least equal to Seller's costs of providing such benefits, projected for the year 1996, to an equal number of employees of Seller or Seller Bank who remain employed by Buyer or Buyer Bank will be eligible to participate which costs are set forth in the Buyer's employee stock ownership plan on the earliest date required by ERISA Schedule 4.8 ("Entry Date1996 Benefit Costs"), with credit for years and (ii) nothing in this Agreement shall require Buyer to provide or maintain any specific Benefit Plan or type of plan or program, including, without limitation, any defined benefit plan or retiree medical plan. In the case of any new plan, program or arrangement, Buyer shall provide that periods of service with Seller and each Affiliate or any predecessor of its Subsidiaries Seller prior to the Closing Date shall be credited for the purpose of eligibility eligibility, vesting and vesting on benefits purposes (if applicable and after the Entry Date (but not for the purpose of accrual of benefits or allocation of employer contributionswithout duplication). Former full time employees of Seller or Seller Bank who remain employed by Buyer or Buyer Bank will be eligible to participate in To the Buyer's benefit plans, other than the Buyer's employee stock ownership plan, extent set forth on the earliest date permitted by such planClosing Date Balance Sheet, with credit for years of service with Seller or any of its Subsidiaries for the purpose of eligibility and vesting (but not for the purpose of accrual of benefits or allocation of employer contributions). Buyer shall cause any assume the amount of accrued and all pre-existing condition limitations (unpaid vacation pay, employee service days, sick days, bonuses, salaries and commissions, and the foregoing shall not be Retained Liabilities to the extent of such limitations did accruals. Seller has delivered to Buyer a complete and correct copy of each Employee Benefit Plan referred to on Schedule 4.8 and of Seller's vacation pay, employee service days, sick days, bonus or other incentive compensation plan or policy, together with the most recent summary plan description, if any. Seller shall deliver to Buyer a list of the name of each employee who was not apply to a pre-existing condition under any Seller Employee Plan) and eligibility waiting periods under group health plans to be waived actively employed on the Closing Date, together with respect to such participants and their eligible dependentsthe reasons for the absence. (b) To Effective as of the extent Closing Date, Seller shall provide that all benefit accrual of vested participants in the Pension Plans shall cease on the Closing Date. Buyer shall include the Transferred Employees and their beneficiaries in Buyer's medical, dental or a Buyer Subsidiary terminates the employment of any Seller or Seller Bank employee other than for Cause within one year following the Effective Time, Buyer shall, or shall cause a Buyer Subsidiary to, provide severance benefits in a cash amount equal to such employee's regular salary for a one-week period (as in effect immediately prior to the Effective Time) multiplied by the total number of whole years of such employee's employment (up to a maximum of ten years) at Seller, Buyer and any Subsidiary of either; provided, however that in no event shall Buyer or a Buyer Subsidiary have any obligation to provide severance benefits to any Seller or Seller Bank employee whose termination health plans upon their commencement of employment occurs due with Buyer, and Buyer shall use Commercial efforts to resignation establish plans that waive any preexisting condition limitations for such conditions covered under Seller's medical, dental or discharge for Cause health plans and shall credit any deductible and out-of-pocket expenses incurred by such Transferred Employees and their beneficiaries under Seller's medical, dental or who is entitled to severance benefits or health plans during the equivalent thereof under portion of the terms calendar year preceding their commencement of any other compensation plan or individual contract employment with Seller or Seller BankBuyer. (c) After the Closing, Buyer agrees shall be required to cause Buyer Bank give any notice to offer employment to Messrs. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ employees of Seller which it employs which is required under the Worker Adjustment and ▇▇▇▇▇ ▇. ▇▇▇▇ in positions that would allow such individuals to maximize their contributions to Buyer Bank. In the event, however, that Buyer Bank, ▇▇. ▇▇▇▇▇▇▇, or ▇▇. ▇▇▇▇ decide to terminate their employment relationship prior to the date one year after the Closing Date, such terminating employee shall receive a lump sum amount equal to his then current salary for the remainder of the period which ends one year after the Closing DateRestraining Notification ("WARN") Act.

Employees and Employee Benefit Plans. (a) Former full full-time employees of Seller or Seller Bank who remain employed by Buyer or Buyer Bank after the Effective Date will be eligible to participate in the Buyer's employee stock ownership plan on the earliest January 1, 2003 or such earlier date required by ERISA Section 410(b)(6)(C) of the Code and applicable regulations ("Entry Date"), with credit for years of service with Seller or any of its Subsidiaries for the purpose of eligibility and vesting on and after the Entry Date (but not for the purpose purposes of accrual of benefits or allocation of employer contributions). Former full full-time employees of Seller or Seller Bank who remain employed by Buyer or Buyer Bank will be eligible to participate in the Buyer's benefit plans, other than the Buyer's employee stock ownership plan, on the earliest date permitted by such plan, with credit for years of service with Seller or any of its Subsidiaries for the purpose of eligibility and vesting (but not for the purpose of accrual of benefits or allocation of employer contributions). Buyer shall use its best efforts to cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under any Seller Employee Plan) and eligibility waiting periods under group health plans to be waived with respect to such participants and their eligible dependents. (b) To the extent that Buyer or a Buyer Subsidiary terminates the employment of any Seller or Seller Bank employee other than for Cause within one year following the Effective Time, Buyer shall, or shall cause a Buyer Subsidiary to, provide severance benefits in a cash amount equal to such employee's regular salary for a one-week period (as in effect immediately prior to the Effective Time) multiplied by the total number of whole years of such employee's employment (up to a maximum of ten 10 years) at Seller, Buyer and any Subsidiary of either; provided, however however, that in no event shall Buyer or a Buyer Subsidiary have any obligation to provide severance benefits to any Seller or Seller Bank employee whose termination of employment occurs due to resignation or to discharge for Cause or who is entitled to severance benefits or the equivalent thereof under the terms of any other compensation plan or individual contract with Seller or Seller Bank. (c) Buyer agrees to cause Buyer It is acknowledged that Seller Bank to offer currently has outstanding an employment to Messrs. ▇▇▇▇ ▇. agreement with Jon ▇▇▇▇▇▇▇ and ("▇▇▇▇▇ ▇. ▇▇▇▇ in positions that would allow such individuals to maximize their contributions to Buyer Bankmployment Agreement"). In accordance with the eventterms of the Employment Agreement, howeveron the Effective Date, that Buyer Bank, ▇▇. Seller Bank will pay Jon ▇▇▇▇▇▇▇ ▇ ▇ump sum payment provided for under such Employment Agreement, but in no event in excess of the amount equal to the maximum amount permissible tax deductible under Section 280G of the Code. (d) In the sole discretion of Buyer or a Buyer Subsidiary, as applicable, payments made by it in full and complete satisfaction of obligations of Seller or Seller Bank under any Seller Employee Plan (other than any Seller Employee Plan that is subject to ERISA) or under Section 5.10(c) shall be subject to the recipient's delivery to Buyer or a Buyer Subsidiary, as applicable, of (i) a written acknowledgment signed by such recipient that the payment or payments and benefits to be made to him or her is in full and complete satisfaction of all liabilities and obligations thereunder of Seller, Seller Bank, Buyer or any Buyer Subsidiary, and each of their respective affiliates, directors, officers, employees and agents, and (ii) a release by such recipient of all such parties from further liability in connection with the particular Seller Employee Plan or this Agreement, as applicable. (e) Subject to the Code and relevant regulations, as of the Effective Time or as soon as practicable thereafter, the loan to the Seller ESOP shall be repaid in full with the cash consideration received from Buyer for the unallocated shares of Seller Common Stock held in the Seller ESOP in the amount equal to the Merger Consideration multiplied by the number of unallocated shares of Seller Common Stock held by the Seller ESOP, and any unallocated portion of the consideration remaining after such repayment shall be allocated to the Seller ESOP accounts of the employees of Seller and its Subsidiaries in accordance with the terms of the Seller ESOP as amended. As of the Effective Time, the Seller ESOP shall be terminated. The current administrator of the Seller ESOP, or ▇▇another administrator selected by Buyer (subject to consultation with Seller ESOP's then current trustee), shall continue to administer the Seller ESOP subsequent to the Effective Time, and the current Trustee of the Seller ESOP, or such other trustee(s) selected by Buyer (subject to consultation with Seller ESOP's then current trustee) or the administrators, shall continue to be the Trustee subsequent to the Effective Time. ▇▇▇▇ decide Buyer agrees not to terminate their employment relationship amend the Seller ESOP subsequent to the Effective Time in any manner that would change or expand the class of persons entitled to receive benefits under the Seller ESOP. The Parties agree that the Seller ESOP shall be amended to the extent necessary to receive a favorable determination letter from the IRS as to the tax qualified status of the Seller ESOP upon its termination under Section 401(a) and 4975(e)(7) of the Code (the "Final Determination Letter"). Following the receipt of the Final Determination Letter, distributions of the account balances under the Seller ESOP shall be made to the ESOP Participants. From and after the date hereof, in anticipation of such termination and distribution, Buyer and Seller prior to the date one year Effective Time, and Buyer after the Closing DateEffective Time, shall use their best efforts to apply for and obtain a favorable Final Determination Letter from the IRS. In the event that Buyer and Seller, prior to the Effective Time, and Buyer after the Effective Time, reasonably determine that the Seller ESOP cannot obtain a favorable Final Determination Letter, or that the amounts held therein cannot be so applied, allocated or distributed without causing the Seller ESOP to lose its tax qualified status, Seller prior to the Effective Time and Buyer after the Effective Time shall take such terminating employee action as they may reasonably determine is necessary to obtain a favorable Final Determination Letter from the IRS and for the distribution of account balances to the ESOP Participants, provided that the assets of the Seller ESOP shall be held or paid solely for the benefit of the ESOP Participants and provided further that in no event shall any portion of the amounts held in the Seller ESOP revert, directly or indirectly, to Seller or any affiliate thereof, or to Buyer or any affiliate thereof unless required by the IRS as a condition to the issuance of a favorable Final Determination Letter. All ESOP Participants shall fully vest and have a nonforfeitable interest in their accounts under the Seller ESOP determined as of the termination date. (f) Seller shall take all necessary steps to cause the Seller Defined Benefit Plan to be terminated no later than the end of the plan year in which the Merger occurs and will take all steps to terminate the employer's participation in the Seller Defined Benefit Plan and liquidate the Seller Defined Benefit Plan as expeditiously as possible and in a manner that will not result in the imposition of any underfunding liability or responsibility upon Buyer or any of its Subsidiaries; provided, that Seller shall not terminate the Seller Defined Benefit Plan without approval from the Buyer if the Seller Defined Benefit Plan has an outstanding underfunded liability. The Parties agree that the Seller Defined Benefit Plan shall be amended to the extent necessary to receive a lump sum amount equal favorable determination letter from the IRS as to his then current salary for the remainder tax qualified status of the period which ends one year after Seller Defined Benefit Plan upon its termination under Section 401(a) of the Closing DateCode. (g) On or before the Effective Time, Seller shall take all steps necessary to cause the 401(k) plan maintained by Seller to be terminated, subject to applicable limitations under the Code.

Employees and Employee Benefit Plans. (ai) Former full time employees Subject to the succeeding provisions of Seller or Seller Bank who remain employed by this Section 6(e), the Buyer or Buyer Bank will be eligible cause the Targets to participate continue in employment immediately following the Closing Date (or, in the Buyer's case of an employee stock ownership plan within clause (ii) of this sentence, immediately following the date of his or her commencement of or return to active employment) (i) each employee on the earliest date Targets' active payroll on the Closing Date and (ii) each employee of the Targets not on the Targets' active payroll on the Closing Date on account of an approved leave of absence, disability leave or layoff if such employee returns to active employment with the respective Target immediately upon the conclusion of any such leave or layoff, or within the period required by ERISA law or any applicable collective bargaining agreement (all employees continuing such employment being referred to herein as "Entry DateContinued Employees"), with credit for years . Such continued employment and the benefits to be provided to the Continued Employees shall recognize the date of hire and time of service with Seller or the respective Target and its Affiliates (and their respective predecessors) for all purposes except as otherwise expressly provided in this Section 6(e). Nothing contained in this (i) shall confer upon any Continued Employee the right to continued employment by the respective Target for any period of its Subsidiaries for the purpose of eligibility and vesting on and time after immediately after the Entry Closing Date (but or date of commencement of or return to active employment, as applicable) which is not for otherwise required by law or the purpose terms of accrual any applicable collective bargaining agreement. The Targets shall continue to be bound by, and the Buyer will cause the Targets to honor the terms of, each collective bargaining agreement which applies to the Continued Employees. The Buyer shall cause DFVC, at its sole expense, to provide each Continued Employee with any severance pay and benefits applicable to such Continued Employee pursuant to Exhibit B. (ii) Effective as of benefits or allocation the Closing Date, the Continued Employees shall cease to be covered under the employee benefit plans of employer contributions). Former full time employees of Seller or Seller Bank who remain employed by Buyer or Buyer Bank will be eligible to the Seller, if any, and shall participate in under the Buyer's employee benefit plans, other than programs and policies maintained or established by the Buyer's respective Target. Each employee stock ownership benefit plan, on program or policy maintained or established by either Target with respect to any Continued Employees shall credit the earliest date permitted by Continued Employees covered thereby for all purposes (unless such plancrediting would result in a duplication of benefits) with the service that was recognized immediately prior to the Closing Date under the comparable plan of the Seller or the comparable plan of the respective Target maintained immediately prior to the Closing and, with credit for years of service with Seller respect to each plan that is an Employee Welfare Benefit Plan, the Continued Employees shall be covered without regard to any waiting period or any of its Subsidiaries for the purpose of eligibility and vesting (but not for the purpose of accrual of benefits or allocation of employer contributions). Buyer shall cause any and all pre-existing condition limitations restriction and shall receive credit for all deductibles, co-payments and other out-of-pocket expenses incurred under the Seller's plans during the portion of the applicable plan year that precedes the Closing Date. The Seller shall use its reasonable best efforts (i) to assign or otherwise transfer to DFVC any group policy or contract governing welfare benefits for the DFVC Continued Employees that is maintained on a stand-alone basis for such employees and (ii) if requested by the Buyer, in the case of a group policy or contract governing welfare benefits for DFVC Continued Employees and other employees of the Seller, to assign or otherwise transfer to DFVC the portion of the policy or contract covering the DFVC Continued Employees. (iii) Effective as of the Closing Date, the Buyer shall cause DFVC to establish for the DFVC Continued Employees a defined contribution plan, or make the DFVC Continued Employees eligible for an existing defined contribution plan of the Buyer, that is qualified under Section 401(a) of the Code (the "DFVC Savings Plan"). Upon the Seller's receipt of evidence satisfactory to it relative to the establishment or the availability of the DFVC Savings Plan and that such Plan is qualified under Section 401(a) of the Code, the Seller shall cause the trustee of the Seller's Savings Plan to transfer the account balances of the Continued Employees in the Seller's Savings Plan to the DFVC Savings Plan, including without limitation, any outstanding participant loans. (iv) Effective as of the Closing Date, the Continued Employees shall cease active participation in the Dean ▇▇▇ds Company Retirement Plan (the "Seller's Retirement Plan"). The Seller shall retain all assets of the Seller's Retirement Plan and the liabilities for benefits of the Continued Employees accrued through the Closing Date under the Seller's Retirement Plan. Each Continued Employee will be entitled to a distribution of his or her benefits accrued as of the Closing Date under the Seller's Retirement Plan after the employee, in addition to satisfying the otherwise applicable requirements for commencement of his or her benefits under the terms of such Plan, has retired or is terminated from employment with DFVC. (v) The Seller agrees that it shall be solely responsible for the provision of health care continuation coverage required pursuant to the terms of COBRA for those former employees of DFVC whose entitlement to such continuation coverage occurred before the Closing Date. The Buyer shall cause DFVC, to the extent such limitations did not apply required, to a pre-existing condition offer "continuation coverage" under any Seller Employee Plan) and eligibility waiting periods under its group health plans to be waived all Continued Employees and to comply with respect all notice and other requirements under COBRA or similar state statue so that the Seller shall have no liability or obligation under COBRA or a similar state statue to such participants and their eligible dependentsthe Continued Employees as a result of the transactions contemplated by this Agreement. (bvi) To the extent that The Buyer or a Buyer Subsidiary terminates the employment of any Seller or Seller Bank employee other than for Cause within one year following the Effective Time, Buyer shall, or shall cause a Buyer Subsidiary toDFVC, provide severance benefits in a cash amount equal to such employee's regular salary for a one-week period (as in effect immediately prior to the Effective Time) multiplied by the total number of whole years of such employee's employment (up to a maximum of ten years) at Seller, Buyer and any Subsidiary of either; provided, however that in no event shall Buyer or a Buyer Subsidiary have any obligation to provide severance benefits to any Seller or Seller Bank employee whose termination of employment occurs due to resignation or discharge for Cause or who is entitled to severance benefits or the equivalent thereof under the terms of any other compensation plan or individual contract with Seller or Seller Bank. (c) Buyer agrees to cause Buyer Bank to offer employment to Messrs. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇ in positions that would allow such individuals to maximize their contributions to Buyer Bank. In the event, however, that Buyer Bank, ▇▇. ▇▇▇▇▇▇▇, or ▇▇. ▇▇▇▇ decide to terminate their employment relationship prior to the date one year 90 days after the Closing Date, not to cause any of the Continued Employees to suffer "employment loss" for purposes of the Worker Adjustment and Retraining Notification Act and related regulations (the "WARN Act"), if such terminating employee shall receive a lump sum amount equal to his then current salary employment loss could create any liability for the remainder of the period which ends one year after the Closing DateSeller.

Employees and Employee Benefit Plans. (a) Former full time employees Each employee of Seller or Seller Bank who remain employed by Buyer or Buyer Bank will be eligible to participate in the Buyer's employee stock ownership plan on the earliest date required by ERISA ("Entry Date"), with credit for years of service with Seller any Company or any of its Subsidiaries for the purpose subsidiaries and each former employee of eligibility and vesting on and after the Entry Date (but not for the purpose of accrual of benefits or allocation of employer contributions). Former full time employees of Seller or Seller Bank who remain employed by Buyer or Buyer Bank will be eligible to participate in the Buyer's benefit plans, other than the Buyer's employee stock ownership plan, on the earliest date permitted by such plan, with credit for years of service with Seller any Company or any of its Subsidiaries subsidiaries entitled to any compensation, benefits or other payments arising in connection with such former employee's employment with any Company or any of its subsidiaries shall be referred to as the "Company Employees." Nothing herein expressed or implied by ----------------- this Agreement shall confer upon any Company Employee, or legal representative thereof, any rights or remedies, including, without limitation, any right to employment for any specified period, of any nature or kind whatsoever, under or by reason of this Agreement. Except as otherwise provided by any applicable collective bargaining agreement or other agreement pursuant to which Company Employees participate in a Non-WMI Plan, the Purchaser will, or will cause any Company or one of its subsidiaries or the Purchaser's subsidiaries, as applicable, to provide each Company Employee who is employed by the Purchaser, the Companies or their subsidiaries after the Closing Date with a salary or wage level and bonus opportunity, to the extent applicable, and with employee benefits and other terms and conditions of employment that are the same as the benefits and terms and conditions provided to the Purchaser's employees of like position with length of service with the Companies and their subsidiaries, up to the Closing Date, to be recognized by the Purchaser for all purposes, including, without limitation, for the purpose purposes of eligibility and vesting the Purchaser's benefit plans (but not for the purpose of other than accrual of benefits or allocation of employer contributionsbenefits). Buyer From and after the Closing, the Purchaser shall, or shall cause any Company or one of its subsidiaries or one of the Purchaser's subsidiaries, as applicable, to honor, pay, perform, and satisfy any and all pre-existing condition limitations liabilities, obligations and responsibilities to or in respect of each Company Employee arising under the terms of or in connection with any of Purchaser's benefit plans (which may include any WMI Plans in which, pursuant to the extent such limitations did not apply mutual consent of the Sellers and Purchaser, Company Employees participate during a transition period after the Closing Date) or any Non-WMI Plans and the Waste Management Federal Services, Inc. M&I 401(k) Plan and the Waste Management Federal Services, Inc. 125 Plan in which Company Employees continue to a pre-existing condition participate after the Closing Date (except for any liabilities, obligations or responsibilities for which the Purchaser Indemnitees are entitled to indemnification under any Seller Employee Plan) Section 7.2.1, taking into consideration the deductible and eligibility waiting periods under group health plans to be waived with respect to such participants and their eligible dependentsthe maximum limitation, as applicable, in Section 7.2.1(c)). (b) To Effective from and after the extent that Buyer Closing, except as otherwise provided by any applicable collective bargaining agreement or other agreement pursuant to which Company Employees participate in a Buyer Subsidiary terminates Non-WMI Plan and the employment of any Seller or Seller Bank employee other than for Cause within one year following Waste Management Federal Services, Inc. M&I 401(k) Plan and the Effective TimeWaste Management Federal Services, Buyer shallInc. 125 Plan, or the Purchaser shall cause each Company Employee and his or her eligible dependents to be eligible to participate immediately in each employee benefit plan maintained by the Purchaser and each other benefit arrangement maintained by the Purchaser for the benefit of similarly situated employees of the Purchaser (which may include any WMI Plans in which, pursuant to the mutual consent of Sellers and Purchaser, Company Employees participate during a Buyer Subsidiary totransition period after the Closing Date) ("Purchaser's Plans"). In ----------------- connection therewith, provide severance benefits in a cash amount equal the Purchaser shall cause each of Purchaser's Plans that are health benefit plans to such employeegive credit under Purchaser's regular salary Plans for a one-week period (as in effect immediately the co- payments and deductible expenses of the Company Employees and their eligible dependents incurred prior to the Effective TimeClosing for the plan year in which the Closing occurs under the Purchaser's Plans for similarly situated employees of Purchaser. From and after the Closing, except to the extent accrued on the Closing Balance Sheets, the Sellers shall remain solely responsible for liabilities for contributions payable with respect to periods prior to the Closing Date and claims of the Company Employees and their eligible dependents incurred prior to the Closing Date under all of the WMI Plans which are employee welfare benefit plans (as such term is defined in Section 3(l) multiplied of ERISA), including, but not limited to, those Plans that are severance, health, short- term disability, accident or life insurance plans (but not including the Waste Management Federal Services, Inc. 125 Plan and the Waste Management Inc. Flex Spending Account) and the Purchaser shall be solely responsible for all such liabilities for contributions payable with respect to periods commencing on or after the Closing Date and claims incurred by any Company Employee and his or her eligible dependents on or after the total number Closing Date under any of whole years the Purchaser's Plans (which may include any WMI Plans in which, pursuant to the mutual consent of Sellers and Purchaser, Company Employees participate during a transition period after the Closing Date) or any Non-WMI Plans and the Waste Management Federal Services, Inc. M&I 401(k) Plan and the Waste Management Federal Services, Inc. 125 Plan in which Company Employees continue to participate after the Closing Date. The Purchaser and the Sellers shall cooperate in ensuring that welfare benefit coverage for Company Employees and their eligible dependents prior to the Closing is coordinated with such coverage provided after the Closing. Purchaser agrees to indemnify and hold harmless the Seller Indemnitees from and against any Damages (other than negative claims experience in excess of $100,000 per Transitional Employee, Qualified Beneficiary and each dependent, if any, of such employee's employment Transitional Employee or Qualified Beneficiary) incurred or sustained by Seller Indemnitees as a result of the continuing of such Company Employees in the WMI Plans pursuant to Section 4.9 including without limitation any liability under Section 4980B of the Code or Section 601 through 607 of ERISA (up to a maximum of ten years) at Seller, Buyer and any Subsidiary of either; provided, however that in no event shall Buyer or a Buyer Subsidiary have any obligation to provide severance benefits to any Seller or Seller Bank employee whose termination of employment occurs due to resignation or discharge for Cause or who is entitled to severance benefits or the equivalent thereof under the terms of any other compensation plan or individual contract with Seller or Seller BankCOBRA). (c) Buyer agrees to cause Buyer Bank to offer employment to Messrs. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇ in positions that would allow such individuals to maximize their contributions to Buyer Bank. In the event, however, that Buyer Bank, ▇▇. ▇▇▇▇▇▇▇, or ▇▇. ▇▇▇▇ decide to terminate their employment relationship prior to the date one year As soon as practicable after the Closing Date, such terminating employee employees of each Company and its subsidiaries who were participants in the Waste Management Retirement Savings Plan (the "Waste Management 401(k) Plan") and who are ---------------------------- actively employed by the Purchaser, the Companies or their subsidiaries after the Closing Date shall commence participation in a tax-deferred savings plan maintained by the Purchaser (the "Purchaser 401(k) Plan"). Prior to the Closing --------------------- Date, each of the Purchaser and the Sellers shall deliver to the other party a favorable determination letter from the IRS regarding the qualified status of the Purchaser 401(k) Plan or the Waste Management 401(k) Plan, as the case may be. Within two weeks after the signing of this Agreement, the Seller and the Purchaser shall agree in writing to either (i) transfer assets from the Waste Management 401(k) Plan in a trust to trust transfer to the Purchaser 401(k) Plan (Alternative One) or (ii) permit Plan Participants to receive a lump sum amount equal to his then current salary for the remainder distribution under Section 401(k)(10) of the Code (Alternative Two), (in either case as described below). Under Alternative One, as soon as practicable following the later of (i) the expiration of a 30-day period following the date of filing of any required notices with the IRS by the plan sponsor and the Purchaser, and (ii) the Purchaser's reasonable determination that the transfer of assets will not jeopardize the qualified status of the Purchaser's 401(k) Plan, the Sellers shall cause the transfer from the Waste Management 401(k) Plan to the Purchaser 401(k) Plan of the value of the full account balances of such employees in cash and employee loans on the date of transfer (which ends one year account balances will have been credited with appropriate earnings attributable to the period from the Closing Date to the date of transfer described herein). Under Alternative Two, the Sellers will permit each employee who is a participant in the Waste Management 401(k) Plan to elect (i) to receive a distribution of the value in his account less the amount of any outstanding loan to such participant under such Plan (such participant's "Account Balance"), (ii) to roll over such --------------- participant's Account Balance to an individual retirement account of such participant or (iii) to roll over such participant's Account Balance (but for purposes of this clause (iii) including the amount of any outstanding loan) in cash and, if applicable, employee loan to the Purchaser 401(k) Plan as soon as practicable after the Closing Date, and the Purchaser shall cause Purchaser 401(k) Plan to accept such transfers. WMI or the Sellers shall make all matching and other contributions with respect to such employees that are payable with respect to periods before the Closing Date. (d) With respect to the Waste Management Inc. Spending Account ("WMI --- Flex Plan"), WMI or Sellers shall take the reasonable and necessary action to --------- transfer the account balances as of the date of transfer of the participants in such plan who are employees of each Company and its subsidiaries ("Flex Plan --------- Participants") to a plan established by the Purchaser with the current third ------------ party administrator of the WMI Flex Plan. Purchaser will reimburse the Sellers or WMI for the aggregate amount, if any, advanced by Sellers or WMI under the WMI Flex Plan for such Flex Plan Participants to the extent the account balance transferred is not reduced by such amount.

Employees and Employee Benefit Plans. (a) Former full time For at least one (1) year following the Closing Date, Parent shall provide or cause to be provided to all employees of Seller or Seller Bank the Companies who remain employed by Buyer or Buyer Bank will be eligible to participate in the Buyer's employee stock ownership plan on the earliest date required by ERISA ("Entry Date"), with credit for years of service with Seller or any of its Subsidiaries for the purpose of eligibility and vesting on and after the Entry Closing Date (but the “Continuing Employees”) (i) a rate of base salary, wages, bonus opportunity and other cash compensation that is not for the purpose of accrual of benefits or allocation of employer contributions). Former full time employees of Seller or Seller Bank who remain employed by Buyer or Buyer Bank will be eligible to participate in the Buyer's benefit plans, other less favorable than the Buyer's employee stock ownership planrate of base salary, on wages, bonus opportunity and other cash compensation paid by the earliest date permitted by such plan, with credit for years of service with Seller or any of its Subsidiaries for the purpose of eligibility and vesting (but not for the purpose of accrual of benefits or allocation of employer contributions). Buyer shall cause any and all pre-existing condition limitations (Companies immediately prior to the extent such limitations did not apply Closing Date, and (ii) other benefits (excluding, without limitation, severance, retirement, long-term incentive compensation, retiree medical, and defined benefit plan benefits) provided by Parent and its Affiliates to a pre-existing condition under any Seller Employee Plan) and eligibility waiting periods under group health plans to be waived with respect their employees generally who are similarly situated to such participants and their eligible dependentsContinuing Employees. (b) To On and after the extent that Buyer or a Buyer Subsidiary terminates the employment of any Seller or Seller Bank employee other than for Cause within one year following the Effective TimeClosing Date, Buyer shallParent shall ensure, or shall cause a Buyer Subsidiary toto ensure, that no limitations or exclusions as to pre-existing conditions, evidence of insurability or good health, waiting periods or actively-at-work exclusions or other limitations or restrictions on coverage are applicable to any Continuing Employees or their dependents or beneficiaries under any welfare benefit plans in which such Continuing Employees or their dependents or beneficiaries may be eligible to participate, and (ii) provide severance benefits in a cash amount equal or cause to such employee's regular salary for a one-week period be provided that any costs or expenses incurred by Continuing Employees (as in effect immediately prior to the Effective Timeand their dependents or beneficiaries) multiplied by the total number of whole years of such employee's employment (up to a (and including) the Closing Date shall be taken into account for purposes of satisfying applicable deductible, co-payment, coinsurance, maximum of ten years) at Seller, Buyer out-of-pocket provisions and like adjustments or limitations on coverage under any Subsidiary of either; provided, however that in no event shall Buyer or a Buyer Subsidiary have any obligation to provide severance benefits to any Seller or Seller Bank employee whose termination of employment occurs due to resignation or discharge for Cause or who is entitled to severance benefits or the equivalent thereof under the terms of any other compensation plan or individual contract with Seller or Seller Banksuch welfare benefit plans. (c) Buyer agrees With respect to cause Buyer Bank to offer employment to Messrs. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ each employee benefit plan, policy or practice, including severance, vacation and ▇▇▇▇▇ ▇. ▇▇▇▇ in positions that would allow such individuals to maximize their contributions to Buyer Bank. In paid time off plans, policies or practices (excluding equity compensation), sponsored or maintained by Parent or its Affiliates (including the eventCompanies following the Closing), however, that Buyer Bank, ▇▇. ▇▇▇▇▇▇▇Parent shall grant, or ▇▇. ▇▇▇▇ decide cause to terminate their employment relationship be granted to, all Continuing Employees from and after the Closing Date credit for all service with the Company and its predecessors prior to the date one year after the Closing Date, to the same extent such terminating employee shall receive credit was provided to such Continuing Employee under a lump sum amount equal comparable Benefit Plan prior to his then current salary the Closing, for purposes of eligibility to participate, but excluding benefit accrual, vesting credit, eligibility to commence benefits, and severance under any defined benefit pension plan and any such credit that would result in a duplication of benefits. (d) The provisions of this Section 7.10 are for the remainder sole benefit of the period which ends one year Parties and nothing herein, express or implied, is intended or shall be construed to (i) constitute the establishment or adoption of or an amendment to any employee benefit plan for purposes of ERISA or otherwise be treated as an amendment or modification of any Benefit Plan or other compensation or benefit plan, agreement or arrangement, (ii) limit the right of any Company, Parent or any of their respective Affiliates to amend, terminate or otherwise modify any Benefit Plan or other compensation or benefit plan, agreement or arrangement, (iii) prevent or restrict in any way the right of Parent or any of its Affiliates to terminate, reassign, promote or demote any Continuing Employee after the Closing Dateor to change the title, powers, duties, responsibilities, functions, locations or terms and conditions of employment of any Continuing Employees, or (iv) confer upon or give any person, other than the Parties and their respective permitted successors and assigns, any legal or equitable third-party beneficiary or other rights or remedies with respect to the matters provided for in this Section 7.10, under or by reason of any provision of this Agreement.

Employees and Employee Benefit Plans. (a) Former full time employees Immediately after the Closing, Buyer (or an affiliate thereof) shall offer employment to substantially all Employees who work in the business of Seller or Seller Bank who the Alarm Service Assets other than those listed on the Non-Hired Employees Schedule attached hereto; provided that the terms of this Section 5.4 shall not entitle any Employee to remain employed by in the employment of Buyer or affect the right of Buyer Bank will be eligible to participate terminate any Employee at any time, or to establish, modify or terminate any employee benefit plan as defined in the Buyer's employee stock ownership plan on the earliest date required by Section (3)(3) of ERISA ("Entry Date"), with credit for years of service with Seller or any of its Subsidiaries for the purpose of eligibility and vesting on and after the Entry Date benefit under any such plan at any time (but not for the purpose of accrual of benefits or allocation of employer contributions). Former full time employees of Seller or Seller Bank each Employee who remain employed by Buyer or Buyer Bank will be eligible to participate in the Buyer's benefit plansaccepts such offer, other than the Buyer's employee stock ownership plan, on the earliest date permitted by such plan, with credit for years of service with Seller or any of its Subsidiaries for the purpose of eligibility and vesting (but not for the purpose of accrual of benefits or allocation of employer contributionsa "Transferred Employee"). Buyer and the Seller shall cause any and all pre-existing condition limitations (mutually agree on the written announcements provided to the extent such limitations did not apply Employees pursuant to a pre-existing condition under any Seller Employee Plan) and eligibility waiting periods under group health plans to be waived this Section 5.4. Buyer shall have no liability whatsoever with respect to such participants and their eligible dependentsany Employee or former employee of the business of the Alarm Service Assets except as expressly provided in this Asset Purchase Agreement. (b) To Each Transferred Employee shall participate in the extent that existing employee benefit plans of Buyer or a Buyer Subsidiary terminates the employment of any Seller or Seller Bank employee other than for Cause within one year following the Effective Time, Buyer shall, or shall cause a Buyer Subsidiary to, provide severance benefits in a cash amount equal to such employee's regular salary for a one-week period (as in effect immediately prior to the Effective Time) multiplied by the total number of whole years of such employee's employment (up to a maximum of ten years) at Seller, Buyer and any Subsidiary of either; provided, however that in no event shall Buyer or a Buyer Subsidiary have any obligation to provide severance benefits to any Seller or Seller Bank employee whose termination of employment occurs due to resignation or discharge for Cause or who is entitled to severance benefits or the equivalent thereof under accordance with the terms of such plans if and only if such Transferred Employee is a member of the group of employees to which such plans are extended and such Transferred Employee meets all of the participation requirements of such plans (including, without limitation, eligibility, service and employee contribution requirements), subject to paragraph (c) below. Buyer shall not be required to amend any other compensation plan of its employee benefit plans to provide for such participation or individual contract with Seller or Seller Bankto change any participation requirement of any such plan. (c) For purposes of each vacation policy of Buyer agrees that on or after the Closing Date covers Transferred Employees, employment with the Companies prior to cause the Closing Date shall be considered as employment with Buyer. With respect to any accrued but unused vacation time to which any Transferred Employee is entitled as of the Closing Date pursuant to the vacation policy of the Companies applicable to such employee, Buyer Bank shall permit such employee to offer employment to Messrs. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇ in positions that would allow use such individuals to maximize their contributions to Buyer Bank. In the eventaccrued vacation time; provided, however, that if Buyer Bankin its sole discretion deems it necessary to disallow such employee from using such accrued vacation time, ▇▇Buyer shall pay to such employee the cash equivalent of such unused time. ▇▇▇▇▇▇▇With respect to the Ameritech Medical Benefits Plan ("Buyer's Medical Plan") that on or after the Closing Date covers Transferred Employees, or ▇▇. ▇▇▇▇ decide to terminate their employment relationship with the Companies prior to the date one year after the Closing Date, such terminating employee Date shall receive a lump sum amount equal to his then current salary be considered as employment with Buyer solely for the remainder purposes of the initial participation waiting period which ends one year after and the Closing Datepreexisting condition limitation period. (d) The Seller shall cooperate with Buyer and promptly provide to Buyer such records and data with respect to the Employees as Buyer may reasonably request for Buyer to satisfy its obligations under this Section 5.4.

Employees and Employee Benefit Plans. (a) Former full time Effective immediately after the Closing, Buyer shall make an offer of employment to each of the employees of Seller listed on Schedule 8.3 (the “Transferring Employees”), which offer shall be conditioned upon, among other things, the execution of any agreements which Buyer requires of new employees as a condition of employment, including any confidentiality, non-competition, non-solicitation, intellectual property or other similar agreement. Seller Bank shall use its commercially reasonable efforts to cause all of the Transferring Employees to become employees of Buyer on the Closing Date. For purposes of determining eligibility to participate and vesting under any employee benefit plan of Buyer, Transferring Employees who remain employed by (i) become employees of Buyer and actually perform services for Buyer on the Closing Date or (ii) are on an approved paid leave of absence with Seller as of the Closing Date but commence active employment with Buyer or Buyer Bank will be eligible to participate in one of its Affiliates within twenty-six (26) weeks after the Buyer's employee stock ownership plan on the earliest date required by ERISA ("Entry Date"), with Closing Date shall receive service credit for years of service with Seller to the same extent such credit was granted under Seller’s comparable employee benefit plans. Notwithstanding anything set forth herein to the contrary, (i) nothing in this Agreement shall create any obligation on the part of Buyer to continue the employment of any employee for any period following the Closing Date and (ii) nothing in this Agreement shall preclude Buyer from altering, amending or terminating any of its Subsidiaries for the purpose of eligibility and vesting on and after the Entry Date (but not for the purpose of accrual of benefits or allocation of employer contributions). Former full time employees of Seller or Seller Bank who remain employed by Buyer or Buyer Bank will be eligible to participate in the Buyer's employee benefit plans, other than or the Buyer's employee stock ownership plan, on the earliest date permitted by such plan, with credit for years participation of service with Seller or any of its Subsidiaries for the purpose of eligibility and vesting (but not for the purpose of accrual of benefits or allocation of employer contributions). Buyer shall cause employees in such plans, at any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under any Seller Employee Plan) and eligibility waiting periods under group health plans to be waived with respect to such participants and their eligible dependentstime. (b) To the extent permitted therein, all Transferring Employees who are eligible to participate in Buyer’s employee benefit plans as of the Closing Date, taking into account any service credited pursuant to Section 8.3(a), shall commence such participation on the first day of the calendar month immediately following the Closing Date. Seller will continue the following health and welfare plan coverage through the last day of the calendar month in which the Closing Date occurs: Medical, Dental, Prescription Drug, Vision, Health Care Reimbursement Account, Dependent Day Care Reimbursement Account, Employee Life, Dependent Life, and AD&D. Coverage under the Short Term Disability, Basic and Supplemental Long Term Disability plans will terminate on the employee’s last day of active employment with Seller. To the extent permitted by Buyer’s medical plans, each Transferring Employee shall receive credit under such plans for all amounts paid during the current calendar year under Seller’s medical plans toward applicable deductible amounts and out-of-pocket maximums, provided that Buyer or a receives from the Transferring Employee all data required by Buyer Subsidiary terminates the employment of any Seller or Seller Bank employee other than for Cause within one year following the Effective Time, Buyer shall, or shall cause a Buyer Subsidiary to, provide severance benefits in a cash amount equal to such employee's regular salary for a one-week period (as in effect immediately prior to the Effective Time) multiplied by the total number of whole years evidence of such employee's employment (up to a maximum of ten years) at Seller, Buyer and any Subsidiary of either; provided, however that in no event shall Buyer or a Buyer Subsidiary have any obligation to provide severance benefits to any Seller or Seller Bank employee whose termination of employment occurs due to resignation or discharge for Cause or who is entitled to severance benefits or the equivalent thereof under the terms of any other compensation plan or individual contract with Seller or Seller Bankpaid amounts. (c) With respect to each Transferring Employee, Seller shall retain the obligation and liability for any workers’ compensation or similar workers’ protection claims with respect to any such individual, whether incurred prior to, on or after the Closing Date which are the result of an injury or illness originating prior to the Closing Date. Seller shall retain, pay, perform and discharge, and Buyer agrees shall not assume or be obligated to cause pay, perform or discharge, any liability or obligation under any employee benefit plan of either Seller or its Affiliates. Without limiting the foregoing, Seller shall honor all commitments made by Seller or any of its Affiliates to Transferring Employees with respect to (i) tuition assistance for any semester that has begun prior to the Closing Date (provided that the Transferring Employees meet the Educational Assistance Program guidelines, including without limitation submission dates and grades), and (ii) adoption assistance applied for prior to the Closing Date (provided that the Transferring Employees meet the Adoption Assistance Program Guidelines, including without limitation the requirement that the child be placed in the Transferring Employee’s home prior to the Closing Date). (d) Subject to requirements of applicable law, Seller shall provide Buyer Bank the most recent annual performance review and performance rating for each Transferring Employee, and available records related to offer employment any active FMLA leave request, including each Transferring Employee’s FMLA eligibility and hours available for use. (e) Buyer shall have no liabilities: (i) related to Messrs. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇ in positions that would allow the employees of Seller who do not become Transferring Employees; (ii) related to Transferring Employees to the extent such individuals to maximize their contributions to Buyer Bank. In the eventliability arises from any action, however, that Buyer Bank, ▇▇. ▇▇▇▇▇▇▇, event or ▇▇. ▇▇▇▇ decide to terminate their employment relationship course of conduct prior to the date one year such Transferring Employee is hired by Buyer; or (iii) to the extent such liability arises under or relates to any Seller Plan. (f) Buyer shall not have responsibility for any severance or termination pay obligations and damages for wrongful dismissal, including, without limitation, obligations arising under the common law, incurred with respect to any period of employment prior to the Closing Date or with respect to any termination of employment by or with Seller. Seller shall be solely responsible for any fees or other obligations under any agreement between Seller and any temporary employment agency. Buyer shall be solely responsible for entering into a separate contract with any temporary employment agency if Buyer determines that such contract services are desirable after the Closing. (g) Seller shall be responsible for satisfying the “continuation coverage” requirements under Section 4980B of the Code, Part 6 of Title I of ERISA and any applicable comparable state law (“COBRA Coverage”) with respect to each Transferring Employee, each employee of Seller who does not become a Transferring Employee (and any dependent) and each former employee of Seller (and any dependent) who is entitled to COBRA Coverage. (h) Seller shall pay or cause to be paid from funds provided by it to each Transferring Employee, not later than the next regular payroll date following the Closing Date, any salary or wages which shall have accrued as of the Closing Date with respect to such employee. Seller shall pay or cause to be paid from funds provided by it to each Transferring Employee any bonus compensation accrued as of the Closing Date to which such employee may be entitled as a result of his or her participation in a bonus plan of Seller or its Affiliates, in accordance with the terms and conditions of such plan (except that it shall not be a condition to such payment, or the accrual of the amount payable, that such employee remain an employee of Seller or its Affiliates after the Closing Date) and in the time frame normally called for by such plan. (i) Seller shall comply with all notice and other requirements under the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”) and any regulations promulgated thereunder, such terminating employee shall receive a lump sum amount equal and any similar laws with respect to his then current salary for the remainder of the period which ends one year after actions taken by Seller or its Affiliates on or prior to the Closing Date. In the event that, prior to the Closing Date, there is any employee employed by Seller with respect to the Business whose employment is terminated, whose work hours are reduced, who is laid off or who otherwise experiences an “employment loss,” within the meaning of the WARN Act (each, an “Affected Employee”), Seller shall promptly notify Buyer of (i) each Affected Employee’s name, site of employment, date of employment loss and nature of employment loss and (ii) the total number of employees at each site of employment listed in response to clause (i) immediately prior to the ninety (90) day period ending on the Closing Date. Seller shall provide such additional information, which shall be true and accurate in all respects, that is reasonably requested by Buyer with respect to current and former employees employed by Seller with respect to the Business, and shall, at Buyer’s request and in the manner reasonably directed by Buyer, provide, or assist Buyer in providing, notice to some or all employees employed by Seller with respect to the Business in accordance with the WARN Act. (j) Seller and its Affiliates shall waive any non-competition, non-solicitation, confidentiality and any other restrictions that would otherwise limit the scope of any Transferred Employee’s services to Buyer or its Affiliates with respect to Conferencing Services.

Employees and Employee Benefit Plans. (a) Former full time During the period beginning on the Closing Date and ending on September 30, 2000, Sellers shall make available the services of its employees who are employed in the Divisions to Buyer or its affiliates as leased employees (the "Leased Employees"). During such period, Sellers shall pay and provide to all Leased Employees compensation and benefits equal to that which they were receiving immediately prior to the Closing Date (except to the extent otherwise required by applicable law). The Leased Employees shall be deemed for all purposes (including compensation, employee benefits, employment tax and reporting obligations, and all obligations arising as a result of the termination of a Leased Employee's employment) to be employees solely of Seller or its affiliates and not to be employees of Buyer or any of its affiliates. Sellers shall have responsibility for the employment and daily supervision of the Leased Employees; PROVIDED, HOWEVER, that Sellers shall consult with Buyer regarding the nature and scope of the services required by Buyer and the performance of such services by the Leased Employees, and PROVIDED FURTHER, that Sellers shall not, and shall cause their affiliates not to, undertake any actions in connection with the provision of such services that are not authorized by Buyer. Buyer shall reimburse each Seller Bank for its direct payroll costs, excluding overhead expenses, within one business day after receiving a copy of Sellers' payroll reports from Sellers' payroll agent. Buyer shall also reimburse each Seller for other reasonable direct costs of providing such leased employee services, including payroll taxes, the costs of workers' compensation insurance and costs related to Seller's Non-ERISA Plans listed on SCHEDULE 5.18(A), other than costs related to any equity-based compensation plans (excluding the fees of third party administrators under any employee benefit plan maintained by a Seller and costs associated with the provision of the Accounting Services set forth on ANNEX B hereto). Notwithstanding any other provision herein, Buyer shall not reimburse any Seller for any payment or benefit under an employee benefit plan, arrangement or agreement except to the extent it is set forth on SCHEDULE 2.3(D) or SCHEDULE 5.18 and was provided to Buyer prior to the date hereof. Immediately following the Employment Date as defined in SECTION 8.5(B), Sellers shall submit to Buyer for payment a billing invoice or other statement setting forth the amount of any fees for the leased employee services provided hereunder, reduced by any fees or expenses heretofore paid by Buyer. Such invoice or statement shall be accompanied by such supporting detail as Buyer may reasonably request with respect to any of such fees. Payment by Buyer to Sellers in respect of such invoice or statement shall be made within 15 days after the date of Buyer's receipt of such invoice or statement. Buyer shall have the right to conduct an audit of Sellers to determine the accuracy of the accounting for any such fees, the cost of which shall be borne by Buyer; PROVIDED, HOWEVER, that if the results of any such audit show excess charges for fees of more than $5,000 in the aggregate, then the cost of such audit shall be borne by Sellers and Sellers shall promptly reimburse Buyer for all overcharges due to excess charges for such fees. (b) Effective on October 1, 2000 (the "Employment Date"), Buyer will offer employment to the employees of the Divisions listed on SCHEDULE 8.5 who remain actively employed as Leased Employees immediately prior to the Employment Date. Such Employees who are extended and accept offers of employment from Buyer shall become employees of Buyer as of the Employment Date (the "Continuing Employees"). Buyer in its sole discretion may terminate any Continuing Employee at any time after the Employment Date. (c) Except as specifically set forth herein, Buyer shall not assume any obligations for any employee benefit plan maintained by, or contributed to by, Seller or any Seller Group Member ("Seller Plans") or for any other obligations of Seller or any Seller Group Member with respect to their employees or former employees. Seller will fully provide or pay for all liabilities or obligations to the Continuing Employees arising on or before the Employment Date under any Seller Plans or any other employee benefit arrangements (including, without limitation, insurance, disability and other programs), including all vested benefits accrued under the Seller Plans up to the Employment Date, and for such purposes shall fully vest each Continuing Employee with all benefits accrued for such Continuing Employee under any Seller Plan that is a "pension plan" as defined in Section 3(2) of ERISA through such date. Seller shall provide continuation coverage to each individual who under the terms of Seller's health plan is entitled to continuation rights pursuant to Code Section 4980B or Part 6 of Subtitle I of ERISA. Buyer shall assume obligations for any Continuing Employee's accrued but unused vacation days and sick days and accrued but unpaid regular salary, except to the extent a Continuing Employee becomes entitled to a payment for accrued but unused vacation days or sick days on account of such Continuing Employee's termination of employment with a Seller. (d) Seller shall bear the cost and expense of any workers' compensation claim asserted and arising out of an injury sustained by any Continuing Employee prior to the Employment Date. (e) Buyer, a successor employer for federal, state and local withholding and employment Taxes, shall assume Seller's responsibilities as predecessor employer for filing all federal, state and local withholding income Tax and employment Tax Returns and to furnish for the 2000 calendar year Forms W-2 and similar forms relating to all Continuing Employees for the calendar year in which the Employment Date occurs that are due after the Employment Date. Buyer or shall assume such responsibility in accordance with the alternative procedure described in Section 5 of Revenue Procedure 96-60 and, for the calendar year in which the Employment Date occurs, shall assume Seller's obligations to furnish Forms W-2 to all Continuing Employees. Seller shall comply with all of the requirements set forth in such alternative procedure that are imposed on a predecessor employer and Buyer Bank will shall comply with all of the requirements set forth in such procedure that are imposed on a successor employer. Seller shall provide information and data to Buyer upon request with respect to the wages of Continuing Employees and related payroll Taxes for the calendar year in which the Employment Date occurs through the last regular wage payment prior to the Employment Date in order for Buyer to file timely and proper Tax Returns and forms for the calendar year in which the Employment Date occurs. (f) As of the Employment Date, Continuing Employees shall be eligible to participate in the Buyer's employee stock ownership plan benefit plans maintained by Buyer for similarly situated employees. Buyer will take into account service of Continuing Employees on behalf of the earliest date required by ERISA ("Entry Date"), with credit for years of Division prior to the Employment Date and treat such service as service with Seller or any Buyer for purposes of its Subsidiaries determining such employees' eligibility for the purpose of eligibility holidays, sick days and vacation benefits and for participation and vesting on and after the Entry Date (but not for the purpose of accrual of benefits or allocation of employer contributions). Former full time employees of Seller or Seller Bank who remain employed by Buyer or Buyer Bank will be eligible to participate in the Buyer's purposes under any other employee benefit plans, other than programs, policies or arrangements covering such Continuing Employees established, continued or otherwise sponsored by Buyer after the Buyer's Employment Date. Except as otherwise set forth herein, Buyer may modify or terminate any employee stock ownership benefit plan, on program, policy or arrangement covering Continuing Employees at any time after the earliest date permitted Employment Date in accordance with standard business practices. Continuing Employees shall participate in any group health plan maintained by Buyer for such planemployees without any waiting periods, with credit for years without any evidence of service with Seller or insurability, and without application of any of its Subsidiaries for the purpose of eligibility and vesting (but not for the purpose of accrual of benefits or allocation of employer contributions). Buyer shall cause any and all pre-existing condition limitations (limitations, except to the extent such applicable under the plans sponsored by Seller immediately prior to the Employment Date. Buyer shall count claims arising prior to the Employment Date for purposes of deductibles, out-of-pocket maximums, benefit maximums, and all other similar limitations did not apply for calendar year 2000 to a pre-existing condition the same extent as applicable under any Seller Employee Plan) and eligibility waiting periods under group health Seller's plans to be waived with respect to such participants and their eligible dependents. (b) To the extent that Buyer or a Buyer Subsidiary terminates the employment of any Seller or Seller Bank employee other than for Cause within one year following the Effective Time, Buyer shall, or shall cause a Buyer Subsidiary to, provide severance benefits in a cash amount equal to such employee's regular salary for a one-week period (as in effect immediately prior to the Effective Time) multiplied by Employment Date. As soon as practicable after the total number of whole years of such employee's Employment Date, Sellers shall provide Buyer with all employment (up and employee benefits data necessary for Buyer to a maximum of ten years) at Seller, Buyer and any Subsidiary of either; provided, however that in no event shall Buyer or a Buyer Subsidiary have any obligation to provide severance benefits to any Seller or Seller Bank employee whose termination of employment occurs due to resignation or discharge for Cause or who is entitled to severance benefits or the equivalent thereof comply with its obligations under the terms of any other compensation plan or individual contract with Seller or Seller Bankthis SECTION 8.5. (cg) Buyer agrees to cause Buyer Bank to offer employment to Messrs. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Except as otherwise provided in SECTION 8.5(C), Seller shall be responsible for the costs and ▇▇▇▇▇ ▇. ▇▇▇▇ in positions that would allow such individuals to maximize their contributions to Buyer Bankconsequences associated with the termination of any employee of a Seller who does not become a Continuing Employee for any reason. In the eventevent any Continuing Employee shall be legally entitled to an amount in the nature of termination benefits or costs as a result of the termination of his or her employment with Seller in connection with the transactions contemplated by this Agreement notwithstanding that such Continuing Employee is not terminated by Buyer or does not resign from Buyer, howeverSeller shall reimburse Buyer for any such benefits or costs paid by Buyer as a result of the termination by Seller. (h) Nothing in this Agreement, that Buyer Bankexpress or implied, ▇▇. ▇▇▇▇▇▇▇shall confer upon any employee of Seller or any of its Affiliates, or ▇▇. ▇▇▇▇ decide any representative of any such employee, any rights or remedies, including any right to terminate their employment relationship prior to the date one year after the Closing Date, such terminating employee shall receive a lump sum amount equal to his then current salary or continued employment for the remainder any period of the period which ends one year after the Closing Dateany nature whatsoever.