Common use of Funding of Grantor Trust upon Change in Control Clause in Contracts

Funding of Grantor Trust upon Change in Control. Notwithstanding any other provision of this Agreement that may be contrary or inconsistent herewith, not later than ten business days after a Change in Control, the Bank shall (i) deposit in a Trust an amount equal to the Code (S)280G Maximum, unless the Employee has previously provided a written release of any claims under this Agreement, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. At any time or from time to time during the 27-consecutive month period after a Change in Control, the Employee may provide the trustee of the Trust with a written notice directing that the trustee pay to the Employee an amount designated in the notice as being payable pursuant to this Agreement. Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Bank via overnight and registered mail return receipt requested. On the fifth business day after mailing said notice to the Bank, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Bank provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute to non- appealable binding arbitration for a determination of the amount payable to the Employee pursuant to this Agreement, and the costs of such arbitration (including any attorneys' fees incurred by the Employee) shall be paid by the Bank. The trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his determination. The parties and the trustee shall be bound by the results of the arbitration and, within three days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the Bank, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date 27 months after the date on which the Bank makes the deposit referred to in the first paragraph of this subsection 12(c), the trustee of the Trust shall pay to the Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement.

Funding of Grantor Trust upon Change in Control. Notwithstanding any other provision of this Agreement that may be contrary or inconsistent herewith, not Not later than ten business days after a Change in Control, the Bank shall (i) deposit in a Trust an amount equal the life insurance policy which the Bank has purchased to fund the Code (S)280G MaximumBank's Executive Salary Continuation Agreement with the Employee, unless the Employee has previously provided a written release of any claims under this Agreement, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon life insurance policy in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts benefits from the Trust. At Neither the Bank nor its successors may thereafter change said life insurance policy (including changing the insured parties) without the written consent of the Employee, and the Bank hereby agrees that notwithstanding any time provision to the contrary in its Executive Salary Continuation Agreement with the Employee, his benefits thereunder shall be determined, without regard to his employment status, by reference solely to the plan year that he designates for payment of such benefits, in a lump sum, of the value as identified in Schedule A of said agreement (or from time in the alternative, the Employee may elect to time during receive, beginning upon his attainment of age 70, 10 annual installments of $27,000). In the 27-consecutive month period event that the Employee dies prior to the payment of any benefits under the Executive Salary Continuation Agreement and Section 4 hereof, then the payments shall be made in accordance with Section 4.1 of the Executive Salary Continuation Agreement. If the Employee dies after a Change payment of such benefits has commenced, any remaining amounts due to the Employee will be payable to his designated beneficiary or, if none, to his estate. Upon the receipt by the Employee or his beneficiary of all benefits that may become payable under the Executive Salary Continuation Agreement, the trustee of the Trust shall pay to the Bank the entire balance remaining in Controlthe segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust. Until the Employee's receipt of all benefits that may become payable under the Executive Salary Continuation Agreement, the Employee may provide the trustee of the Trust with a written notice directing requesting that the trustee pay to the Employee an amount designated in the notice as being payable pursuant to this Agreement. Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Bank via overnight and registered mail return receipt requested. On the fifth tenth business day after mailing said notice to the Bank, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Bank provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute to non- non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to this Agreement, and the costs of such arbitration (including any attorneys' fees incurred by the Employee) shall be paid by the Bank. The trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his determination. The parties and the trustee shall be bound by the results of the arbitration and, within three days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the Bank, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date 27 months after the date on which the Bank makes the deposit referred to in the first paragraph of this subsection 12(c), the trustee of the Trust shall pay to the Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement.

Funding of Grantor Trust upon Change in Control. Notwithstanding any other provision of this Agreement that may be contrary or inconsistent herewith, not Not later than ten business days after a Change in Controlthe last day of the Employee's employment with Bank or the Company, the Bank shall (i) deposit in a Trust an the amount equal to of the Code (S)280G Maximumseverance benefit specified in Section 3, unless the Employee has previously provided a written release of any claims under this Agreement, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. At any time Upon the earlier of the Trust's final payment of all amounts due under the following paragraph or from time the Anniversary Date, the trustee of the Trust shall pay to time during the 27Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust. During the 12-consecutive month period after consummation of a Change in Control, the Employee may provide the trustee of the Trust with a written notice directing requesting that the trustee pay to the Employee an amount designated in the notice as being payable pursuant to this Agreement. Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Bank via overnight and registered mail return receipt requested. On the fifth tenth (10th) business day after mailing said notice to the Bank, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Bank provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute to non- non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to this Agreement, and the costs of such arbitration (including any attorneys' fees incurred by the Employee) shall be paid by the Bank. The trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his or her determination. The parties and the trustee shall be bound by the results of the arbitration and, within three days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the Bank, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date 27 months after the date on which the Bank makes the deposit referred to in the first paragraph of this subsection 12(c), the trustee of the Trust shall pay to the Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement.

Funding of Grantor Trust upon Change in Control. Notwithstanding any other provision of this Agreement that may be contrary or inconsistent herewith, not Not later than ten business days after a Change in Control, the Bank shall (i) deposit in a Trust an amount equal the life insurance policy which the Bank has purchased to fund the Code (S)280G MaximumBank's Executive Salary Continuation Agreement with the Employee, unless the Employee has previously provided a written release of any claims under this Agreement, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon life insurance policy in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts benefits from the Trust. At Neither the Bank nor its successors may thereafter change said life insurance policy (including changing the insured parties) without the written consent of the Employee, and the Bank hereby agrees that notwithstanding any time provision to the contrary in its Executive Salary Continuation Agreement with the Employee, his benefits thereunder shall be determined, without regard to his employment status, by reference solely to the plan year that he designates for payment of such benefits, in a lump sum, of the value as identified in Schedule A of said agreement (or from time in the alternative, the Employee may elect to time during receive, beginning upon his attainment of age 70, 10 annual installments of $18,000). In the 27-consecutive month period event that the Employee dies prior to the payment of any benefits under the Executive Salary Continuation Agreement and Section 4 hereof, then the payments shall be made in accordance with Section 4.1 of the Executive Salary Continuation Agreement. If the Employee dies after a Change payment of such benefits has commenced, any remaining amounts due to the Employee will be payable to his designated beneficiary or, if none, to his estate. Upon the receipt by the Employee or his beneficiary of all benefits that may become payable under the Executive Salary Continuation Agreement, the trustee of the Trust shall pay to the Bank the entire balance remaining in Controlthe segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust. Until the Employee's receipt of all benefits that may become payable under the Executive Salary Continuation Agreement, the Employee may provide the trustee of the Trust with a written notice directing requesting that the trustee pay to the Employee an amount designated in the notice as being payable pursuant to this Agreement. Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Bank via overnight and registered mail return receipt requested. On the fifth tenth business day after mailing said notice to the Bank, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Bank provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute to non- non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to this Agreement, and the costs of such arbitration (including any attorneys' fees incurred by the Employee) shall be paid by the Bank. The trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his determination. The parties and the trustee shall be bound by the results of the arbitration and, within three days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the Bank, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date 27 months after the date on which the Bank makes the deposit referred to in the first paragraph of this subsection 12(c), the trustee of the Trust shall pay to the Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement.

Funding of Grantor Trust upon Change in Control. Notwithstanding any other provision of this Agreement that may be contrary or inconsistent herewith, not Not later than ten business days after a Change in Control, the Bank Association shall (i) deposit in a Trust an amount equal to the Code (S)280ss.280G Maximum, unless the Employee has previously provided a written release of any claims under this Agreement, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. At any time Upon the later of the Trust's final payment of all amounts payable to the Employee under Section 12(b) of this Agreement or from time the date 90 days following the expiration of the Protected Period, the trustee of the Trust shall pay to time during the 27-consecutive month period after a Change Association the entire balance remaining in Controlthe segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust. Prior to the date which is 90 days following the expiration of the Protected Period, the Employee may provide the trustee of the Trust with a written notice directing requesting that the trustee pay to the Employee an amount designated in the notice as being payable pursuant to this Agreement. Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Bank Association via overnight and registered mail return receipt requested. On Unless prior to the fifth tenth (10th) business day after mailing said notice to the BankAssociation, the Association provides the trustee with a written notice directing the trustee to withhold payment, on such date the trustee of the Trust shall pay the Employee the amount designated therein according to the schedule elected by the Employee pursuant to Section 12(b) hereof, or in immediately available fundsthe absence of such an election, unless prior thereto payment shall be made immediately. In the Bank provides event the trustee with a written notice directing Association directs the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute to non- non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to this Agreement, and the costs of such arbitration (including any attorneys' fees incurred by the Employee) shall be paid by the BankAssociation. The trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his determination. The parties and the trustee shall be bound by the results of the arbitration and, within three 3 days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the BankAssociation, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date 27 months after the date on which the Bank makes the deposit referred to in the first paragraph of this subsection 12(c), the trustee of the Trust shall pay to the Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement.

Funding of Grantor Trust upon Change in Control. Notwithstanding any other provision of this Agreement that may be contrary or inconsistent herewith, not Not later than ten business days after a Change in Control, the Bank shall (i) deposit in a Trust an amount equal to the Code (S)280G Maximumamount of the severance benefit as defined in Section 3 hereof, unless the Employee has previously provided a written release of any claims under this Agreement, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. At any time Upon the earlier of the Trust’s final payment of all amounts due under the following paragraph or from time the date 27 months after the Change in Control, the trustee of the Trust shall pay to time during the Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust. During the 27-consecutive month period after a Change in Control, the Employee may provide the trustee of the Trust with a written notice directing requesting that the trustee pay to the Employee an amount designated in the notice as being payable pursuant to this Agreement. Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Bank via overnight and registered mail return receipt requested. On the fifth (5th) business day after mailing said notice to the Bank, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Bank provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute to non- non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to this Agreement, and the Bank shall pay the costs of such arbitration (including any attorneys' fees incurred by the Employee) shall be paid by the Bankarbitration. The trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his determination. The parties and the trustee shall be bound by the results of the arbitration and, within three 3 days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the Bank, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date 27 months after the date on which the Bank makes the deposit referred to in the first paragraph of this subsection 12(c), the trustee of the Trust shall pay to the Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement.

Funding of Grantor Trust upon Change in Control. Notwithstanding any other provision of this Agreement that may be contrary or inconsistent herewith, not Not later than ten business days after a Change in Control, the Bank shall (i) deposit in a Trust an amount equal to the Code (S)280G Maximum, unless the Employee has previously provided a written release of any claims under this Agreement, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. At any time Upon the earlier of the Trust's final payment of all amounts due under the following paragraph or from time the date 27 months after the Change in Control, the trustee of the Trust shall pay to time during the Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust. During the 27-consecutive month period after a Change in Control, the Employee may provide the trustee of the Trust with a written notice directing requesting that the trustee pay to the Employee an amount designated in the notice as being payable pursuant to this Agreement. Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Bank via overnight and registered mail return receipt requested. On the fifth (5th) business day after mailing said notice to the Bank, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Bank provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute to non- non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to this Agreement, and the costs of such arbitration (including any attorneys' fees incurred by the Employee) shall be paid by the Bank. The trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his determination. The parties and the trustee shall be bound by the results of the arbitration and, within three 3 days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the Bank, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date 27 months after the date on which the Bank makes the deposit referred to in the first paragraph of this subsection 12(c), the trustee of the Trust shall pay to the Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement.

Funding of Grantor Trust upon Change in Control. Notwithstanding any other provision of this Agreement that may be contrary or inconsistent herewith, not Not later than ten business days after a Change in Control, the Bank shall (i) deposit in a Trust an amount equal the life insurance policy which the Bank has purchased to fund the Code (S)280G MaximumBank's Executive Salary Continuation Agreement with the Employee, unless the Employee has previously provided a written release of any claims under this Agreement, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon life insurance policy in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts benefits from the Trust. At Neither the Bank nor its successors may thereafter change said life insurance policy (including changing the insured parties) without the written consent of the Employee, and the Bank hereby agrees that notwithstanding any time provision to the contrary in its Executive Salary Continuation Agreement with the Employee, his benefits thereunder shall be determined, without regard to his employment status, by reference solely to the plan year that he designates for payment of such benefits, in a lump sum, of the value as identified in Schedule A of said agreement (or from time in the alternative, the Employee may elect to time during receive, beginning upon his attainment of age 70, 10 annual installments of $16,000). In the 27-consecutive month period event that the Employee dies prior to the payment of any benefits under the Executive Salary Continuation Agreement and Section 4 hereof, then the payments shall be made in accordance with Section 4.1 of the Executive Salary Continuation Agreement. If the Employee dies after a Change payment of such benefits has commenced, any remaining amounts due to the Employee will be payable to his designated beneficiary or, if none, to his estate. Upon the receipt by the Employee or his beneficiary of all benefits that may become payable under the Executive Salary Continuation Agreement, the trustee of the Trust shall pay to the Bank the entire balance remaining in Controlthe segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust. Until the Employee's receipt of all benefits that may become payable under the Executive Salary Continuation Agreement, the Employee may provide the trustee of the Trust with a written notice directing requesting that the trustee pay to the Employee an amount designated in the notice as being payable pursuant to this Agreement. Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Bank via overnight and registered mail return receipt requested. On the fifth tenth business day after mailing said notice to the Bank, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Bank provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute to non- non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to this Agreement, and the costs of such arbitration (including any attorneys' fees incurred by the Employee) shall be paid by the Bank. The trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his determination. The parties and the trustee shall be bound by the results of the arbitration and, within three days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the Bank, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date 27 months after the date on which the Bank makes the deposit referred to in the first paragraph of this subsection 12(c), the trustee of the Trust shall pay to the Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement.this

Funding of Grantor Trust upon Change in Control. Notwithstanding any other provision of this Agreement that may be contrary or inconsistent herewith, not Not later than ten business days after a Change in Control, the Bank shall (i) deposit in a Trust an amount equal to the Code (S)280ss.280G Maximum, unless the Employee has previously provided a written release of any claims under this Agreement, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. At any time Upon the later of the Trust's final payment of all amounts due under the following paragraph or from time the date 27 months after the Change in Control, the trustee of the Trust shall pay to time during the Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust. During the 27-consecutive month period after a Change in Control, the Employee may provide the trustee of the Trust with a written notice directing requesting that the trustee pay to the Employee an amount designated in the notice as being payable pursuant to this Agreement. Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Bank via overnight and registered mail return receipt requested. On the fifth tenth (10th) business day after mailing said notice to the Bank, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Bank provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute to non- non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to this Agreement, and the costs of such arbitration (including any attorneys' fees incurred by the Employee) shall be paid by the Bank. The trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his determination. The parties and the trustee shall be bound by the results of the arbitration and, within three 3 days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the Bank, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date 27 months after the date on which the Bank makes the deposit referred to in the first paragraph of this subsection 12(c), the trustee of the Trust shall pay to the Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement.

Funding of Grantor Trust upon Change in Control. Notwithstanding any other provision of this Agreement that may be contrary or inconsistent herewith, not Not later than ten business days after a Change in Control, the Bank shall (iI) establish a grantor trust (the "Trust") that is designed in accordance with Revenue Procedure 92-64 and has a trustee independent of the Bank and the Company, (ii) deposit in a said Trust an amount equal to the Code (S)280ss.280G Maximum, unless the Employee has previously provided a written release of any claims under this Agreement, and (iiiii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. At any time Upon the earlier of the Trust's final payment of all amounts due under the following paragraph or from time the date 15 months after the Change in Control, the trustee of the Trust shall pay to time during the 27Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust. During the 12-consecutive month period after a Change in Control, the Employee may provide the trustee of the Trust with a written notice directing requesting that the trustee pay to the Employee an amount designated in the notice as being payable pursuant to this Agreement. Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Bank via overnight and registered mail return receipt requested. On the fifth tenth (10th) business day after mailing said notice to the Bank, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Bank provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute to non- non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to this Agreement, and the costs of such arbitration (including any attorneys' fees incurred by the Employee) shall be paid by the Bank. The trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his determination. The parties and the trustee shall be bound by the results of the arbitration and, within three 3 days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the Bank, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. Upon the earlier of (iI) any payment from the Trust to the Employee, or (ii) the date 27 twelve (12) months after the date on which the Bank makes the deposit referred to in the first paragraph of this subsection 12(c11(d), the trustee of the Trust shall pay to the Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement.

Funding of Grantor Trust upon Change in Control. Notwithstanding any other provision of this Agreement that may be contrary or inconsistent herewith, not Not later than ten business days after a Change in Control, the Bank Association shall (i) deposit in a Trust an amount equal to the Code (S)280G Maximum, unless the Employee has previously provided a written release of any claims under this Agreement, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. At any time Upon the later of the Trust's final payment of all amounts due under the following paragraph or from time the date twelve months after the Change in Control, the trustee of the Trust shall pay to time during the 27Association the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust. During the 12-consecutive month period after a Change in Control, the Employee may provide the trustee of the Trust with a written notice directing requesting that the trustee pay to the Employee an amount designated in the notice as being payable pursuant to this Agreement. Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Bank Association via overnight and registered mail return receipt requested. On the fifth tenth (10th) business day after mailing said notice to the BankAssociation, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Bank Association provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute to non- non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to this Agreement, and the costs of such arbitration (including any attorneys' fees incurred by the Employee) shall be paid by the BankAssociation. The trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his determination. The parties and the trustee shall be bound by the results of the arbitration and, within three 3 days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the BankAssociation, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date 27 months after the date on which the Bank makes the deposit referred to in the first paragraph of this subsection 12(c), the trustee of the Trust shall pay to the Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement.

Funding of Grantor Trust upon Change in Control. Notwithstanding any other provision of this Agreement that may be contrary or inconsistent herewith, not Not later than ten business days after a Change in Control, the Bank Association shall (i) deposit in a Trust an amount equal to the Code (S)280Section 280G Maximum, unless the Employee has previously provided a written release of any claims under this Agreement, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. At any time Upon the later of the Trust's final payment of all amounts due under the following paragraph or from time the date 12 months after the Change in Control, the trustee of the Trust shall pay to time during the 27Association the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust. During the 12-consecutive month period after a Change in Control, the Employee may provide the trustee of the Trust with a written notice directing requesting that the trustee pay to the Employee an amount designated in the notice as being payable pursuant to this Agreement. Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Bank Association via overnight and registered mail return receipt requested. On the fifth tenth (10th) business day after mailing said notice to the BankAssociation, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Bank Association provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute to non- non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to this Agreement, and the costs of such arbitration (including any attorneys' fees incurred by the Employee) shall be paid by the BankAssociation. The trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his determination. The parties and the trustee shall be bound by the results of the arbitration and, within three 3 days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the Bank, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date 27 months after the date on which the Bank makes the deposit referred to in the first paragraph of this subsection 12(c), the trustee of the Trust shall pay to the Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement.the

Funding of Grantor Trust upon Change in Control. Notwithstanding any other provision of this Agreement that may be contrary or inconsistent herewith, not Not later than ten business days after a Change in Control, the Bank shall (i) deposit in a Trust an amount equal to the Code (S)280G Maximumamount of the severance benefit as defined in Section 3 hereof, unless the Employee has previously provided a written release of any claims under this Agreement, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. At any time Upon the earlier of the Trust's final payment of all amounts due under the following paragraph or from time the date 27 months after the Change in Control, the trustee of the Trust shall pay to time during the Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust. During the 27-consecutive month period after a Change in Control, the Employee may provide the trustee of the Trust with a written notice directing requesting that the trustee pay to the Employee an amount designated in the notice as being payable pursuant to this Agreement. Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Bank via overnight and registered mail return receipt requested. On the fifth (5th) business day after mailing said notice to the Bank, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Bank provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute to non- non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to this Agreement, and the costs of such arbitration (including any attorneys' fees incurred by the Employee) shall be paid by the Bank. The trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his determination. The parties and the trustee shall be bound by the results of the arbitration and, within three 3 days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the Bank, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date 27 months after the date on which the Bank makes the deposit referred to in the first paragraph of this subsection 12(c), the trustee of the Trust shall pay to the Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement.

Funding of Grantor Trust upon Change in Control. Notwithstanding any other provision of this Agreement that may be contrary or inconsistent herewith, not Not later than ten business days after a Change in Control, the Bank Association shall (i) deposit in a Trust an amount equal to the Code (S)280Section 280G Maximum, unless the Employee has previously provided a written release of any claims under this Agreement, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to During the payment of such amounts from the Trust. At any time or from time to time during the 2712-consecutive month period after a Change in Control, the Employee may provide the trustee of the Trust with a written notice directing requesting that the trustee pay to the Employee an amount designated in the notice as being payable pursuant to this Agreement. Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Bank Association via overnight and registered mail return receipt requested. On the fifth tenth (10th) business day after mailing said notice to the BankAssociation, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Bank Association provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute to non- non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to this Agreement, and the costs of such arbitration (including any attorneys' fees incurred by the Employee) shall be paid by the BankAssociation. The trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his determination. The parties and the trustee shall be bound by the results of the arbitration and, within three 3 days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the BankAssociation, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date 27 months after the date on which the Bank makes the deposit referred to in the first paragraph of this subsection 12(c), the trustee of the Trust shall pay to the Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement.

Funding of Grantor Trust upon Change in Control. Notwithstanding any other provision of this Agreement that may be contrary or inconsistent herewith, not Not later than ten business days after a Change in Control, the Bank shall (i) establish a grantor trust (the "Trust") designed in accordance with Revenue Procedure 92-64 and having a trustee independent of the Bank and the Company, (ii) deposit in a said Trust an amount equal to the Code (S)280§280G Maximum, unless the Employee has previously provided a written release of any claims under this Agreement, and (iiiii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. At any time Upon the earlier of the Trust's final payment of all amounts due under the following paragraph or from time the date 15 months after the Change in Control, the trustee of the Trust shall pay to time during the 27Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust. During the 12-consecutive month period after a Change in Control, the Employee may provide the trustee of the Trust with a written notice directing requesting that the trustee pay to the Employee an amount designated in the notice as being payable pursuant to this Agreement. Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Bank via overnight and registered mail return receipt requested. On the fifth tenth (10th) business day after mailing said notice to the Bank, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Bank provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute to non- non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to this Agreement, and the costs of such arbitration (including any attorneys' fees incurred by the Employee) shall be paid by the Bank. The trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his determination. The parties and the trustee shall be bound by the results of the arbitration and, within three 3 days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the Bank, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date 27 months after the date on which the Bank makes the deposit referred to in the first paragraph of this subsection 12(c), the trustee of the Trust shall pay to the Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement.

Funding of Grantor Trust upon Change in Control. Notwithstanding any other provision of this Agreement that may be contrary or inconsistent herewith, not Not later than ten business days after a Change in Control, the Bank Association shall (i) deposit in a Trust an amount equal to the Code (S)280Section 280G Maximum, unless the Employee has previously provided a written release of any claims under this Agreement, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. At any time Upon the later of the Trust's final payment of all amounts due under the following paragraph or from time the date twelve months after the Change in Control, the trustee of the Trust shall pay to time during the 27Association the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust. During the 15-consecutive month period after a Change in Control, the Employee may provide the trustee of the Trust with a written notice directing requesting that the trustee pay to the Employee an amount designated in the notice as being payable pursuant to this Agreement. Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Bank Association via overnight and registered mail return receipt requested. On the fifth tenth (10th) business day after mailing said notice to the BankAssociation, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Bank Association provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute to non- non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to this Agreement, and the costs of such arbitration (including any attorneys' fees incurred by the Employee) shall be paid by the BankAssociation. The trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his determination. The parties and the trustee shall be bound by the results of the arbitration and, within three days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the BankAssociation, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date 27 months after the date on which the Bank makes the deposit referred to in the first paragraph of this subsection 12(c), the trustee of the Trust shall pay to the Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement.

Funding of Grantor Trust upon Change in Control. Notwithstanding any other provision of this Agreement that may be contrary or inconsistent herewith, not Not later than ten business days after a Change in Control, the Bank shall (i) deposit in a Trust an amount equal to the Code (S)280G Maximumseverance benefit provided for in Section 11(b), unless the Employee has previously provided a written release of any claims under this Agreement, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. At any time Upon the later of the Trust's final payment of all amounts due under the following paragraph or from time the date fifteen months after the Change in Control, the trustee of the Trust shall pay to time during the 27Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust. During the 15-consecutive month period after a Change in Control, the Employee may provide the trustee of the Trust with a written notice directing requesting that the trustee pay to the Employee an amount designated in the notice as being payable pursuant to this Agreement. Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Bank via overnight and registered mail return receipt requested. On the fifth tenth (10th) business day after mailing said notice to the Bank, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Bank provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute to non- non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to this Agreement, and the costs of such arbitration (including any attorneys' fees incurred by the Employee) shall be paid by the Bank. The trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his determination. The parties and the trustee shall be bound by the results of the arbitration and, within three 3 days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the Bank, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date 27 months after the date on which the Bank makes the deposit referred to in the first paragraph of this subsection 12(c), the trustee of the Trust shall pay to the Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement.

Funding of Grantor Trust upon Change in Control. Notwithstanding any other provision of this Agreement that may be contrary or inconsistent herewith, not later than ten business days after a Change in Control, the Bank shall (i) deposit in a Trust an amount equal to the Code (S)280G Maximumbenefit payable under Section 12(b), unless the Employee has previously provided a written release of any claims under this Agreement, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph two paragraphs as to the payment of such amounts from the Trust. At any time or from time to time during the 27-consecutive month period after a Change in Control, the Employee may provide the trustee of the Trust with a written notice directing that the trustee pay to the Employee an amount designated in the notice as being payable pursuant to this Agreement. Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Bank via overnight and registered mail return receipt requested. On the fifth business day after mailing said notice to the Bank, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Bank provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute to non- non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to this Agreement, and the costs of such arbitration (including any attorneys' fees incurred by the Employee) shall be paid by the Bank. The costs of such arbitration may be paid by the Bank only after an express written finding by the Bank's board of directors that the payment of the costs of such arbitration is not detrimental to the Bank. The trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his her determination. The parties and the trustee shall be bound by the results of the arbitration and, within three days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the Bank, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. Upon the earlier of (i) any payment from the Trust to receiving the Employee's written release of all claims under this Agreement, or (ii) the date 27 months after the date on which the Bank makes the deposit referred to in the first paragraph of this subsection 12(c), the trustee of the Trust shall pay to the Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement. The funds in the Trust referred to in this subsection 12(c) are to be used for payments due pursuant to the subsections 12(a) and 12(b) and not for normal compensation.

Funding of Grantor Trust upon Change in Control. Notwithstanding any other provision of this Agreement that may be contrary or inconsistent herewith, not Not later than ten business days after a Change in Control, the Bank shall (i) deposit in a Trust an amount equal to the Code (S)280ss.280G Maximum, unless the Employee has previously provided a written release of any claims under this Agreement, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. At any time Upon the later of the Trust's final payment of all amounts due under the following paragraph or from time the date twelve months after the Change in Control, the trustee of the Trust shall pay to time during the 27Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust. During the 12-consecutive month period after a Change in Control, the Employee may provide the trustee of the Trust with a written notice directing requesting that the trustee pay to the Employee an amount designated in the notice as being payable pursuant to this Agreement. Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Bank via overnight and registered mail return receipt requested. On the fifth tenth (10th) business day after mailing said notice to the Bank, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Bank provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute to non- non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to this Agreement, and the costs of such arbitration (including any attorneys' fees incurred by the Employee) shall be paid by the Bank. The trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association Bank in making his determination. The parties and the trustee shall be bound by the results of the arbitration and, within three 3 days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the Bank, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date 27 months after the date on which the Bank makes the deposit referred to in the first paragraph of this subsection 12(c), the trustee of the Trust shall pay to the Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement.

Funding of Grantor Trust upon Change in Control. Notwithstanding any other provision of this Agreement that may be contrary or inconsistent herewith, not Not later than ten business days after a Change in Control, the Bank shall (i) deposit in a Trust an amount equal to the Code (S)280'280G Maximum, unless the Employee has previously provided a written release of any claims under this Agreement, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. At any time Upon the later of the Trust's final payment of all amounts due under the following paragraph or from time the date 27 months after the Change in Control, the trustee of the Trust shall pay to time during the Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust. During the 27-consecutive month period after a Change in Control, the Employee may provide the trustee of the Trust with a written notice directing requesting that the trustee pay to the Employee an amount designated in the notice as being payable pursuant to this Agreement. Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Bank via overnight and registered mail return receipt requested. On the fifth tenth (10th) business day after mailing said notice to the Bank, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Bank provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute to non- non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to this Agreement, and the costs of such arbitration (including any attorneys' fees incurred by the Employee) shall be paid by the Bank. The trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his determination. The parties and the trustee shall be bound by the results of the arbitration and, within three 3 days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the Bank, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date 27 months after the date on which the Bank makes the deposit referred to in the first paragraph of this subsection 12(c), the trustee of the Trust shall pay to the Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement.

Funding of Grantor Trust upon Change in Control. Notwithstanding any other provision of this Agreement that may be contrary or inconsistent herewith, not Not later than ten business days after a Change in Control, the Bank shall (i) deposit in a Trust an amount equal the life insurance policy which the Bank has purchased to fund the Code (S)280G MaximumBank's Executive Salary Continuation Agreement with the Employee, unless the Employee has previously provided a written release of any claims under this Agreement, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon life insurance policy in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts benefits from the Trust. At Neither the Bank nor its successors may thereafter change said life insurance policy (including changing the insured parties) without the written consent of the Employee, and the Bank hereby agrees that notwithstanding any time provision to the contrary in its Executive Salary Continuation Agreement with the Employee, his benefits thereunder shall be determined, without regard to his employment status, by reference solely to the plan year that he designates for payment of such benefits, in a lump sum, of the value as identified in Schedule A of said agreement (or from time in the alternative, the Employee may elect to time during receive, beginning upon his attainment of age 70, 10 annual installments of $18,000). In the 27-consecutive month period event that the Employee dies prior to the payment of any benefits under the Executive Salary Continuation Agreement and Section 4 hereof, then the payments shall be made in accordance with Section 4.1 of the Executive Salary Continuation Agreement. If the Employee dies after a Change payment of such benefits has commenced, any remaining amounts due to the Employee will be payable to his designated beneficiary or, if none, to his estate. Upon the receipt by the Employee or his beneficiary of all benefits that may become payable under the Executive Salary Continuation Agreement, the trustee of the Trust shall pay to the Bank the entire balance remaining in Controlthe segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust. Until the Employee's receipt of all benefits that may become payable under the Executive Salary Continuation Agreement, the Employee may provide the trustee of the Trust with a written notice directing requesting that the trustee pay to the Employee an amount designated in the notice as being payable pursuant to this Agreement. Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Bank via overnight and registered mail return receipt requested. On the fifth tenth business day after mailing said notice to the Bank, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Bank provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute to non- non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to this Agreement, and the costs of such arbitration (including any attorneys' fees incurred by the Employee) shall be paid by the Bank. The trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his determination. The parties and the trustee shall be bound by the results of the arbitration and, within three days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the Bank, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date 27 months after the date on which the Bank makes the deposit referred to in the first paragraph of this subsection 12(c), the trustee of the Trust shall pay to the Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement.this

Funding of Grantor Trust upon Change in Control. Notwithstanding any other provision of this Agreement that may be contrary or inconsistent herewith, not Not later than ten business days after a Change in Control, the Bank shall (i) deposit in a Trust an amount equal to the Code (S)280G Maximumseverance benefit provided for in Section 12(b), unless the Employee has previously provided a written release of any claims under this Agreement, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. At any time Upon the later of the Trust's final payment of all amounts due under the following paragraph or from time the date fifteen months after the Change in Control, the trustee of the Trust shall pay to time during the 27Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust. During the 15-consecutive month period after a Change in Control, the Employee may provide the trustee of the Trust with a written notice directing requesting that the trustee pay to the Employee an amount designated in the notice as being payable pursuant to this Agreement. Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Bank via overnight and registered mail return receipt requested. On the fifth tenth (10th) business day after mailing said notice to the Bank, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Bank provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute to non- non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to this Agreement, and the costs of such arbitration (including any attorneys' fees incurred by the Employee) shall be paid by the Bank. The trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his determination. The parties and the trustee shall be bound by the results of the arbitration and, within three 3 days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the Bank, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date 27 months after the date on which the Bank makes the deposit referred to in the first paragraph of this subsection 12(c), the trustee of the Trust shall pay to the Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement.

Funding of Grantor Trust upon Change in Control. Notwithstanding any other provision of this Agreement that may be contrary or inconsistent herewith, not Not later than ten business days after a Change in Control, the Bank shall (iI) establish a grantor trust (the “Trust”) designed in accordance with Revenue Procedure 92-64 and having a trustee independent of the Bank and the Company, (ii) deposit in a said Trust an amount equal to the Code (S)280§280G Maximum, unless the Employee has previously provided a written release of any claims under this Agreement, and (iiI) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. At any time Upon the earlier of the Trust's final payment of all amounts due under the following paragraph or from time the date 15 months after the Change in Control, the trustee of the Trust shall pay to time during the 27Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust. During the 12-consecutive month period after a Change in Control, the Employee may provide the trustee of the Trust with a written notice directing requesting that the trustee pay to the Employee an amount designated in the notice as being payable pursuant to this Agreement. Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Bank via overnight and registered mail return receipt requested. On the fifth tenth (10th) business day after mailing said notice to the Bank, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Bank provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute to non- non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to this Agreement, and the costs of such arbitration (including any attorneys' fees incurred by the Employee) shall be paid by the Bank. The trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his determination. The parties and the trustee shall be bound by the results of the arbitration and, within three 3 days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the Bank, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date 27 months after the date on which the Bank makes the deposit referred to in the first paragraph of this subsection 12(c), the trustee of the Trust shall pay to the Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement.

Funding of Grantor Trust upon Change in Control. Notwithstanding any other provision of this Agreement that may be contrary or inconsistent herewith, not Not later than ten business days after a Change in Control, the Bank shall (iI) establish a grantor trust (the “Trust”) that is designed in accordance with Revenue Procedure 92-64 and has a trustee independent of the Bank and the Company, (ii) deposit in a said Trust an amount equal to the Code (S)280§280G Maximum, unless the Employee has previously provided a written release of any claims under this Agreement, and (iiiii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. At any time Upon the earlier of the Trust’s final payment of all amounts due under the following paragraph or from time the date 15 months after the Change in Control, the trustee of the Trust shall pay to time during the 27Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust. During the 15-consecutive month period after a Change in Control, the Employee may provide the trustee of the Trust with a written notice directing requesting that the trustee pay to the Employee an amount designated in the notice as being payable pursuant to this Agreement. Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Bank via overnight and registered mail return receipt requested. On the fifth tenth (10th) business day after mailing said notice to the Bank, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Bank provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute to non- non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to this Agreement, and the costs of such arbitration (including any attorneys' fees incurred by the Employee) shall be paid by the Bank. The trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his determination. The parties and the trustee shall be bound by the results of the arbitration and, within three 3 days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the Bank, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. Upon the earlier of (iI) any payment from the Trust to the Employee, or (ii) the date 27 fifteen (15) months after the later of the Change in Control and the date on which the Bank makes the deposit referred to in the first paragraph of this subsection 12(c11(d), the trustee of the Trust shall pay to the Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement.

Funding of Grantor Trust upon Change in Control. Notwithstanding any other provision of this Agreement that may be contrary or inconsistent herewith, not Not later than ten business days after a Change in Control, the Bank Association shall (i) deposit in a Trust an amount equal to the Code (S)280G Maximum, unless the Employee has previously provided a written release of any claims under this Agreement, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. At any time Upon the later of the Trust's final payment of all amounts payable to the Employee under Section 12(b) of this Agreement or from time the date 90 days following the expiration of the Protected Period, the trustee of the Trust shall pay to time during the 27-consecutive month period after a Change Association the entire balance remaining in Controlthe segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust. Prior to the date which is 90 days following the expiration of the Protected Period, the Employee may provide the trustee of the Trust with a written notice directing requesting that the trustee pay to the Employee an amount designated in the notice as being payable pursuant to this Agreement. Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Bank Association via overnight and registered mail return receipt requested. On Unless prior to the fifth tenth (10th) business day after mailing said notice to the BankAssociation, the Association provides the trustee with a written notice directing the trustee to withhold payment, on such date the trustee of the Trust shall pay the Employee the amount designated therein according to the schedule elected by the Employee pursuant to Section 12(b) hereof, or in immediately available fundsthe absence of such an election, unless prior thereto payment shall be made immediately. In the Bank provides event the trustee with a written notice directing Association directs the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute to non- non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to this Agreement, and the costs of such arbitration (including any attorneys' fees incurred by the Employee) shall be paid by the BankAssociation. The trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his determination. The parties and the trustee shall be bound by the results of the arbitration and, within three 3 days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the BankAssociation, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date 27 months after the date on which the Bank makes the deposit referred to in the first paragraph of this subsection 12(c), the trustee of the Trust shall pay to the Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement.

Funding of Grantor Trust upon Change in Control. Notwithstanding any other provision of this Agreement that may be contrary or inconsistent herewith, not Not later than ten business days after a Change in Control, the Bank shall (i) deposit in a Trust an amount equal to the Code (S)280Sec.280G Maximum, unless the Employee has previously provided a written release of any claims under this Agreement, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. At any time Upon the later of the Trust's final payment of all amounts due under the following paragraph or from time the date 27 months after the Change in Control, the trustee of the Trust shall pay to time during the Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust. During the 27-consecutive month period after a Change in Control, the Employee may provide the trustee of the Trust with a written notice directing requesting that the trustee pay to the Employee an amount designated in the notice as being payable pursuant to this Agreement. Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Bank via overnight and registered mail return receipt requested. On the fifth tenth (10th) business day after mailing said notice to the Bank, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Bank provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute to non- non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to this Agreement, and the costs of such arbitration (including any attorneys' fees incurred by the Employee) shall be paid by the Bank. The trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his determination. The parties and the trustee shall be bound by the results of the arbitration and, within three 3 days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the Bank, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date 27 months after the date on which the Bank makes the deposit referred to in the first paragraph of this subsection 12(c), the trustee of the Trust shall pay to the Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement.

Funding of Grantor Trust upon Change in Control. Notwithstanding any other provision of this Agreement that may be contrary or inconsistent herewith, not Not later than ten business days after a Change in Control, the Bank shall (i) establish a grantor trust (the "Trust") that is designed in accordance with Revenue Procedure 92-64 and has a trustee independent of the Bank and the Company, (ii) deposit in a said Trust an amount equal to the Code (S)280ss.280G Maximum, unless the Employee has previously provided a written release of any claims under this Agreement, and (iii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. At any time Upon the earlier of the Trust's final payment of all amounts due under the following paragraph or from time the date 15 months after the Change in Control, the trustee of the Trust shall pay to time during the 27Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust. During the 12-consecutive month period after a Change in Control, the Employee may provide the trustee of the Trust with a written notice directing requesting that the trustee pay to the Employee an amount designated in the notice as being payable pursuant to this Agreement. Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Bank via overnight and registered mail return receipt requested. On the fifth tenth (10th) business day after mailing said notice to the Bank, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Bank provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute to non- non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to this Agreement, and the costs of such arbitration (including any attorneys' fees incurred by the Employee) shall be paid by the Bank. The trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his determination. The parties and the trustee shall be bound by the results of the arbitration and, within three 3 days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the Bank, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date 27 twelve (12) months after the date on which the Bank makes the deposit referred to in the first paragraph of this subsection 12(c11(d), the trustee of the Trust shall pay to the Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement.