Common use of Required Provisions Clause in Contracts

Required Provisions. (a) The Bank may terminate Executive’s employment at any time, but any termination by the Board other than termination for Cause shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination for Cause. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, the Bank’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, (i) by either the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; or (ii) by the Regulator or his or her designee at the time the Regulator or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Regulator to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

Required Provisions. (a) The Bank Employer may terminate Executive’s employment at any time, but any termination by the Board other than termination for Cause shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination for Cause. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the BankEmployer’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, the BankEmployer’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank Employer may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the BankEmployer’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank Employer under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties Parties shall not be affected. (d) If the Bank Employer is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank Employer under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting partiesParties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the BankEmployer, (i) by either the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) or his or her the Regulator’s designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank Employer under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; or (ii) by the Regulator or his or her the Regulator’s designee at the time the Regulator or his or her the Regulator’s designee approves a supervisory merger to resolve problems related to operation of the Bank Employer or when the Bank Employer is determined by the Regulator to be in an unsafe or unsound condition. Any rights of the parties Parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the CompanyEmployer, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

Required Provisions. (a) The Bank BOARD may terminate Executive’s EXECUTIVE's employment at any time, but any termination by the Board BOARD, other than termination Termination for Cause Cause, shall not prejudice Executive’s EXECUTIVE's right to compensation or other benefits under this Agreement. Executive EXECUTIVE shall not have no the right to receive compensation or other benefits for any period after termination Termination for CauseCause as defined in Section 8 herein. (b) If Executive EXECUTIVE is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s BANK's affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance ActAct ("FDIA") (12 U.S.C. 1818(e)(3) and (g)(1)), the Bank’s BANK's obligations under this contract the Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may BANK may, in its discretion discretion, (i) pay Executive EXECUTIVE all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which that were suspended. (c) If Executive EXECUTIVE is removed and/or permanently prohibited from participating in the conduct of the Bank’s BANK's affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance ActFDIA (12 U.S.C. 1818(e)(4) or (g)(1)), all obligations of the Bank BANK under this the Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank BANK is in default (as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance ActFDIA), all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, terminated (except to the extent determined that continuation of the contract Agreement is necessary for the continued operation of the Bank, BANK): (i) by either the Director of the Office of Thrift Supervision (the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”"Director") or his or her designee, designee at the time the FDIC Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the Bank BANK under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; FDIA or (ii) by the Regulator Director, or his or her designee at the time the Regulator Director or his or her such designee approves a supervisory merger to resolve problems related to operation of the Bank BANK or when the Bank BANK is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained Any payments made to the contrary, any payments to Executive by the Bank or the Company, whether EXECUTIVE pursuant to this Agreement Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), (S)1828(k) and the any regulations promulgated thereunder in 12 C.F.R. Part 359thereunder.

Required Provisions. (a) In the event any of the foregoing provisions of this Agreement conflict with the terms of this Section 25, this Section 25 shall prevail. a. The Bank Bank’s Board of Directors may terminate Executive’s employment at any time, but any termination by the Board Bank, other than termination for Cause Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have no the right to receive compensation or other benefits for any period after termination for CauseCause as defined in Section 10(d) of this Agreement. (b) b. If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3) or (g)(1), the Bank’s obligations under this contract Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may may, in its discretion discretion: (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended suspended; and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) c. If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) d. If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) e. All obligations under this Agreement shall be terminatedterminate, except to the extent determined that continuation of the contract Agreement is necessary for the continued operation of the Bank, institution: (i) by either the Director of the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System Thrift Supervision (collectivelyOTS), the “Regulator”) or his or her designee, at the time the FDIC Federal Deposit Insurance Corporation (FDIC) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; , 12 U.S.C. Section 1823(c), or (ii) by the Regulator Director of the OTS (or his or her designee designee) at the time the Regulator Director (or his or her designee designee) approves a supervisory merger to resolve problems related to operation the operations of the Bank or when the Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any f. Any payments made to Executive by the Bank or the Company, whether pursuant to this Agreement Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), ) and the regulations promulgated thereunder in FDIC Regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

Required Provisions. (a) The Bank may terminate Executive’s employment at any time, but any termination by the Board other than termination for Cause shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination for Cause. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, the Bank’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, (i) by either the Office Director of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) OTS or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; or (ii) by the Regulator Director or his or her designee at the time the Regulator Director or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

Required Provisions. (a) In the event any of the foregoing provisions of this Section 16 are in conflict with the terms of this Agreement, this Section 16 shall prevail. a. The Bank Bank’s board of directors may terminate Executive’s employment at any time, but any termination by the Board Bank, other than termination for Cause Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have no the right to receive compensation or other benefits for any period after termination for Cause. (b) b. If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(3) or (g)(1); the Bank’s obligations under this contract Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion discretion: (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended suspended; and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) c. If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) d. If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1813(x)(1) all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) e. All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, : (i) by either the Office Director of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System OTS (collectively, the “Regulator”) or his or her designee), at the time the FDIC Federal Deposit Insurance Corporation (FDIC) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act, 12 U.S.C. §1823(c); or (ii) by the Regulator Director of the OTS (or his or her designee designee) at the time the Regulator Director (or his or her designee designee) approves a supervisory merger to resolve problems related to operation the operations of the Bank or when the Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any f. Any payments made to Executive by the Bank or the Company, whether pursuant to this Agreement Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section §1828(k), ) and the regulations promulgated thereunder in FDIC regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

Required Provisions. In the event any of the foregoing provisions of this Section 23 are in conflict with the terms of this Agreement, this Section 23 shall prevail. (a) The Bank Boards of Directors may terminate Executive’s employment at any time, but any termination by the Board Bank or the Company, other than termination for Cause Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have no the right to receive compensation or other benefits for any period after termination for CauseCause as defined in this Agreement. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs of the Bank by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(3) or (g)(1); the Bank’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion discretion: (i) pay Executive all or part of the compensation withheld while its their contract obligations were suspended suspended; and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1813(x)(1) all obligations of the Bank under this Agreement contract shall terminate as of the date of default, but this paragraph Section shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, : (i) by either the Office Director of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System OTS (collectively, the “Regulator”) or his or her designee, ) at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act, 12 U.S.C. §1823(c); or (ii) by the Regulator Director of the OTS (or his or her designee designee) at the time the Regulator Director (or his or her designee designee) approves a supervisory merger to resolve problems related to operation the operations of the Bank or when the Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained Any payments made to the contrary, any payments to Executive by the Bank or the Company, whether employees pursuant to this Agreement Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section §1828(k), ) and the regulations promulgated thereunder in FDIC regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

Required Provisions. (a) The Bank may terminate Executive’s 's employment at any time, but any termination by the Board other than termination for Cause shall not prejudice Executive’s 's right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination for Cause. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s 's affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3ss.1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1ss.1818(g)(1)] of the Federal Deposit Insurance Act, the Bank’s 's obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s 's affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4ss.1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1ss.1818(g)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1ss.1813(x)] (1) of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, (i) by either the Office Director of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) OTS or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(css.1823(c)] of the Federal Deposit Insurance Act; or (ii) by the Regulator Director or his or her designee at the time the Regulator Director or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or any holding company of the CompanyBank, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

Required Provisions. (a) The Bank BOARD may terminate ExecutiveEXECUTIVE’s employment at any time, but any termination by the Board BOARD, other than termination Termination for Cause Cause, shall not prejudice ExecutiveEXECUTIVE’s right to compensation or other benefits under this Agreement. Executive EXECUTIVE shall not have no the right to receive compensation or other benefits for any period after termination Termination for CauseCause as defined in Section 2(c) herein. (b) If Executive EXECUTIVE is suspended from office and/or temporarily prohibited from participating in the conduct of the BankBANK’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance ActAct (“FDIA”) (12 U.S.C. 1818(e)(3) and (g)(1)), the BankBANK’s obligations under this contract the Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may BANK may, in its discretion discretion, (i) pay Executive EXECUTIVE all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which that were suspended. (c) If Executive EXECUTIVE is removed and/or permanently prohibited from participating in the conduct of the BankBANK’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance ActFDIA (12 U.S.C. 1818(e)(4) or (g)(1)), all obligations of the Bank BANK under this the Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank BANK is in default (as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance ActFDIA), all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall may be terminated, : (except to the extent determined that continuation of the contract Agreement is necessary for the continued operation of the Bank, BANK): (i) by either the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) or his or her designee, appropriate federal banking regulatory authority at the time the FDIC Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the Bank BANK under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; or FDIA and (ii) by the Regulator or his or her designee appropriate federal banking regulatory authority at the time the Regulator or his or her designee that an appropriate federal banking authority approves a supervisory merger to resolve problems related to operation of the Bank BANK or when the Bank BANK is determined by the Regulator appropriate federal banking regulatory authority having regulatory jurisdiction over the BANK to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

Required Provisions. (a) The Bank may terminate Executive’s employment at any time, but any termination by the Board other than termination for Cause shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination for Cause. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC U.S.C. §1818(e)(3)] or 8(g)(1) [12 USC U.S.C. §1818(g)(1)] of the Federal Deposit Insurance Act, the Bank’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC U.S.C. §1818(e)(4)] or 8(g)(1) [12 USC U.S.C. §1818(g)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC U.S.C. §1813(x)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, (i) by either the Director of the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System Thrift Supervision (collectively, the “RegulatorOTS”) or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC U.S.C. §1823(c)] of the Federal Deposit Insurance Act; or (ii) by the Regulator Director or his or her designee at the time the Regulator Director or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section § 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

Required Provisions. (a) In the event any of the foregoing provisions of this Section 26 are in conflict with the terms of this Agreement, this Section 26 shall prevail. a. The Bank may terminate Executive’s employment at any time, but any termination by the Board Bank, other than termination Termination for Cause Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have no the right to receive compensation or other benefits for any period after termination Termination for CauseCause as defined in Section 7 hereinabove. (b) b. If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3) or (g)(1); the Bank’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may may, in its discretion discretion: (i) pay Executive all or part of the compensation withheld while its their contract obligations were suspended suspended; and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) c. If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) d. If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1) all obligations of the Bank under this Agreement contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) e. All obligations of the Bank under this Agreement contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, institution: (i) by either the Office Director of the Comptroller of OTS (or his designee), the Currency FDIC or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) or his or her designeeResolution Trust Corporation, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1823(c); or (ii) by the Regulator Director of the OTS (or his or her designee designee) at the time the Regulator Director (or his or her designee designee) approves a supervisory merger to resolve problems related to operation the operations of the Bank or when the Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any f. Any payments made to Executive by the Bank or the Company, whether pursuant to this Agreement Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), ) and the 12 C.F.R. Section 545.121 and any rules and regulations promulgated thereunder in 12 C.F.R. Part 359thereunder.

Required Provisions. (a) In the event any of the foregoing provisions of this Section 26 are in conflict with the terms of this Agreement, this Section 27 shall prevail. a. The Bank Bank’s board of directors may terminate Executive’s employment at any time, but any termination by the Board Bank, other than termination for Cause Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have no the right to receive compensation or other benefits for any period after termination for Cause. (b) b. If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(3) or (g)(1); the Bank’s obligations under this contract Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion discretion: (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended suspended; and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) c. If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) d. If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1813(x)(1) all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) e. All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, : (i) by either the Office Director of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System OTS (collectively, the “Regulator”) or his or her designee), at the time the FDIC Federal Deposit Insurance Corporation (FDIC) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act, 12 U.S.C. §1823(c); or (ii) by the Regulator Director of the OTS (or his or her designee designee) at the time the Regulator Director (or his or her designee designee) approves a supervisory merger to resolve problems related to operation the operations of the Bank or when the Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any f. Any payments made to Executive by the Bank or the Company, whether pursuant to this Agreement Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section §1828(k), ) and the regulations promulgated thereunder in FDIC regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

Required Provisions. In the event any of the foregoing provisions of this Agreement conflict with the terms of this Section 8.10, this Section 8.10 shall prevail. (a) The Bank Bank’s Board of Directors may terminate the Executive’s employment at any time, but any termination by the Board Bank, other than termination for Cause Cause, shall not prejudice the Executive’s right to compensation or other benefits under this Agreement. The Executive shall not have no the right to receive compensation or other benefits for any period after termination for CauseCause as defined in Section 3.2 of this Agreement. (b) If the Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3) or (g)(1), the Bank’s obligations under this contract Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may may, in its discretion discretion: (i) pay the Executive all or part of the compensation withheld while its contract obligations were suspended suspended; and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) If the Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminatedterminate, except to the extent determined that continuation of the contract Agreement is necessary for the continued operation of the Bank, institution: (i) by either the Director of the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System Thrift Supervision (collectivelyOTS), the “Regulator”) or his or her designee, at the time the FDIC Federal Deposit Insurance Corporation (FDIC) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; , 12 U.S.C. Section 1823(c), or (ii) by the Regulator Director of the OTS (or his or her designee designee) at the time the Regulator Director (or his or her designee designee) approves a supervisory merger to resolve problems related to operation the operations of the Bank or when the Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained Any payments made to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement Agreement, or otherwise, are subject to to, and conditioned upon upon, their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), ) and the regulations promulgated thereunder in FDIC Regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

Required Provisions. In the event any of the provisions of this Section 23 are in conflict with the other terms of this Agreement, this Section 23 shall prevail. (a) The Bank Bank’s board of directors may terminate Executive’s employment at any time, but any termination by the Board Bank, other than termination for Cause Just Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have no the right to receive compensation or other benefits for any period after termination for CauseCause as defined in Section 7 of this Agreement. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(3) or (g)(1); the Bank’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion discretion: (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended suspended; and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1813(x)(1) all obligations of the Bank under this Agreement contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement contract shall be terminated, except to the extent determined a determination is made that continuation of the contract is necessary for the continued operation of the Bank, Bank (i) by either the director of the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “RegulatorOCC”) or his her or her designeedesignee (the “Director”), at the time the FDIC OCC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; or (ii) by the Regulator or his or her designee Director, at the time the Regulator or his or her designee Director approves a supervisory merger to resolve problems related to operation the operations of the Bank or when the Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties Executive that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained Any payments made to the contrary, any payments to Executive by the Bank or the Company, whether employees pursuant to this Agreement Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section §1828(k), ) and the regulations promulgated thereunder in FDIC regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

Required Provisions. (a) In the event any of the foregoing provisions of this Section 16 are in conflict with the terms of this Agreement, this Section 16 shall prevail. a. The Bank Bank’s board of directors may terminate Executive’s employment at any time, but any termination by the Board Bank, other than termination Termination for Cause Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have no the right to receive compensation or other benefits for any period after termination Termination for Cause. (b) b. If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(3) or (g)(1); the Bank’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion discretion: (i) pay Executive all or part of the compensation withheld while its their contract obligations were suspended suspended; and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) c. If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) d. If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1813(x)(1) all obligations of the Bank under this Agreement contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) e. All obligations under this Agreement contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, : (i) by either the Office Director of the Comptroller of OTS (or his designee), at the Currency time the FDIC or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) or his or her designeeResolution Trust Corporation, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act, 12 U.S.C. §1823(c); or (ii) by the Regulator Director of the OTS (or his or her designee designee) at the time the Regulator Director (or his or her designee designee) approves a supervisory merger to resolve problems related to operation the operations of the Bank or when the Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained f. Any payments made to the contrary, any payments to employees Executive by the Bank or the Company, whether pursuant to this Agreement Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section §1828(k), ) and the regulations promulgated thereunder in FDIC regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

Required Provisions. (a) The Bank may terminate Executive’s employment at any time, but any termination by the Board other than termination Termination for Just Cause as defined in Section 5 hereof shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination Termination for Cause. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act (the “FDI Act”), the Bank’s obligations under this contract Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance FDI Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance FDI Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract this Agreement is necessary for the continued operation of the Bank, (i) by either the Office Director of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) OTS or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance FDI Act; or (ii) by the Regulator Director or his or her designee at the time the Regulator Director or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the CompanyBank, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance FDI Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

Required Provisions. (a) The Bank may terminate Executive’s employment at any time, but any termination by If the Board other than termination for Cause shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination for Cause. (b) If Executive Employee is suspended from office and/or temporarily prohibited from participating in the conduct of the Savings Bank’s 's affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance ActFDIA,12 U.S.C. Section 1818(e)(3) and (g)(1), the Savings Bank’s 's obligations under this contract Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Savings Bank may in its discretion (i) pay Executive the Employee all or part of the compensation payments under this Agreement that were withheld while its contract obligations under this Agreement were suspended and (ii) reinstate (in whole or in part) part any of its obligations which were suspended. (cb) If Executive the Employee is removed and/or permanently prohibited from participating in the conduct of the Savings Bank’s 's affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance ActFDIA, 12 U.S.C. Section 1818(e)(4) and (g)(1), all obligations of the Savings Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (dc) If the Savings Bank is in default (as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance ActFDIA), all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph provision shall not affect any vested rights of the contracting parties. (ed) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract this Agreement is necessary for the continued operation of the Savings Bank, : (i1) by either the Office Director of the Comptroller of OTS (the Currency or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”"Director") or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Savings Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance ActFDIA; or (ii2) by the Regulator Director or his or her designee designee, at the time the Regulator Director or his or her designee approves a supervisory merger to resolve problems related to operation of the Savings Bank or when the Savings Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by any such action. (fe) Notwithstanding anything herein contained Any payments made to the contrary, any payments to Executive by the Bank or the Company, whether Employee pursuant to this Agreement Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), ) and the regulations promulgated thereunder in FDIC regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

Required Provisions. (a) The Bank may terminate Executive’s employment at any time, but any termination by the Board other than termination for Cause shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination for Cause. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, the Bank’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, (i) by either the Office of Federal Deposit Insurance Corporation (the Comptroller of the Currency “FDIC”) or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; or (ii) by the Regulator or his or her designee at the time the Regulator or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Regulator to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

Required Provisions. (a) The Bank may terminate Executive’s employment at any time, but any termination by the Board other than termination for Cause shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination for Cause. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, the Bank’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, (i) by either the Office Director of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) OTS or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; or (ii) by the Regulator Director or his or her designee at the time the Regulator Director or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or any holding company of the CompanyBank, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

Required Provisions. In the event any of the foregoing provisions of this Section 16 are in conflict with the terms of this Agreement, this Section 16 shall prevail. (a) The Bank Bank’s board of directors may terminate Executive’s employment at any time, but any termination by the Board Bank, other than termination Termination for Cause Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have no the right to receive compensation or other benefits for any period after termination Termination for Cause. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(3) or (g)(1); the Bank’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion discretion: (i) pay Executive all or part of the compensation withheld while its their contract obligations were suspended suspended; and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1813(x)(1) all obligations of the Bank under this Agreement contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, : (i) by either the Office Director of the Comptroller of OTS (or his designee), at the Currency time the FDIC or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) or his or her designeeResolution Trust Corporation, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act, 12 U.S.C. §1823(c); or (ii) by the Regulator Director of the OTS (or his or her designee designee) at the time the Regulator Director (or his or her designee designee) approves a supervisory merger to resolve problems related to operation the operations of the Bank or when the Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained Any payments made to the contrary, any payments to employees Executive by the Bank or the Company, whether pursuant to this Agreement Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section §1828(k), ) and the regulations promulgated thereunder in FDIC regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

Required Provisions. (a) In the event any of the foregoing provisions of this Section 26 are in conflict with the terms of this Agreement, this Section 26 shall prevail. a. The Bank may terminate Executive’s employment at any time, but any termination by the Board Bank, other than termination for Cause Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have no the right to receive compensation or other benefits for any period after termination for CauseCause as defined in Section 7 of this Agreement. (b) b. If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3) or (g)(1); the Bank’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may may, in its discretion discretion: (i) pay Executive all or part of the compensation withheld while its their contract obligations were suspended suspended; and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) c. If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) d. If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all obligations of the Bank under this Agreement contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) e. All obligations of the Bank under this Agreement contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, institution: (i) by either the Office Director of the Comptroller of the Currency OTS (or the Board of Governors of the Federal Reserve System (collectivelyDirector’s designee), the “Regulator”) FDIC or his or her designeethe Resolution Trust Corporation, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1823(c); or (ii) by the Regulator Director of the OTS (or his or her designee the Director’s designee) at the time the Regulator Director (or his or her designee designee) approves a supervisory merger to resolve problems related to operation the operations of the Bank or when the Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any f. Any payments made to Executive by the Bank or the Company, whether pursuant to this Agreement Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), ) and the 12 C.F.R. Section 545.121 and any rules and regulations promulgated thereunder in 12 C.F.R. Part 359thereunder.

Required Provisions. (a) The Bank may terminate Executive’s employment at any time, but any termination by the Board of Directors other than termination Termination for Just Cause as defined in Section 5 of this Agreement shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination Termination for Just Cause. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act (the “FDI Act”), the Bank’s obligations under this contract Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance FDI Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance FDI Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract this Agreement is necessary for the continued operation of the Bank, (i) by either the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “RegulatorComptroller”) or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance FDI Act; or (ii) by the Regulator Comptroller or his or her designee at the time the Regulator Comptroller or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Regulator Comptroller to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any Any payments made to Executive by the Bank or the Company, whether pursuant to this Agreement or otherwise, otherwise are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), ) and the any rules and regulations promulgated thereunder in thereunder, including 12 C.F.R. Part 359, and to the extent applicable, 12 C.F.R. §563.39. (g) Notwithstanding anything else in this Agreement to the contrary, Executive’s employment shall not be deemed to have been terminated unless and until Executive has a Separation from Service within the meaning of Code Section 409A. For purposes of this Agreement, a “Separation from Service” shall have occurred if the Bank and Executive reasonably anticipate that either no further services will be performed by Executive after the date of termination (whether as an employee or as an independent contractor) or the level of further services performed is less than fifty (50) percent of the average level of bona fide services in the thirty-six (36) months immediately preceding the termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii).

Required Provisions. In the event any of the provisions of this Section 23 are in conflict with the other terms of this Agreement, this Section 23 shall prevail. (a) The Bank Bank’s board of directors may terminate Executive’s employment at any time, but any termination by the Board Bank, other than termination for Cause Just Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have no the right to receive compensation or other benefits for any period after termination for CauseCause as defined in Section 7 of this Agreement. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(3) or (g)(1); the Bank’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion discretion: (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended suspended; and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1813(x)(1) all obligations of the Bank under this Agreement contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement contract shall be terminated, except to the extent determined a determination is made that continuation of the contract is necessary for the continued operation of the Bank, Bank (i) by either the director of the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “RegulatorOCC”) or his or her designeedesignee (the “Director”), at the time the FDIC OCC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; or (ii) by the Regulator or his or her designee Director, at the time the Regulator or his or her designee Director approves a supervisory merger to resolve problems related to operation the operations of the Bank or when the Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties Executive that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained Any payments made to the contrary, any payments to Executive by the Bank or the Company, whether employees pursuant to this Agreement Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section §1828(k), ) and the regulations promulgated thereunder in FDIC regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

Required Provisions. (a) In the event any of the foregoing provisions of this Agreement conflict with the terms of this Section 26 this Section 26 shall prevail. a. The Bank Bank’s Board of Directors may terminate Executive’s employment at any time, but any termination by the Board Bank, other than termination for Cause Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have no the right to receive compensation or other benefits for any period after termination for CauseCause as defined in Section 10(d) of this Agreement. (b) b. If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3) or (g)(1), the Bank’s obligations under this contract Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may may, in its discretion discretion: (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended suspended; and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) c. If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) d. If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) e. All obligations under this Agreement shall be terminatedterminate, except to the extent determined that continuation of the contract Agreement is necessary for the continued operation of the Bank, institution: (i) by either the Director of the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System Thrift Supervision (collectivelyOTS), the “Regulator”) or his or her designee, at the time the FDIC Federal Deposit Insurance Corporation (FDIC) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; , 12 U.S.C. Section 1823(c), or (ii) by the Regulator Director of the OTS (or his or her designee designee) at the time the Regulator Director (or his or her designee designee) approves a supervisory merger to resolve problems related to operation the operations of the Bank or when the Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any f. Any payments made to Executive by the Bank or the Company, whether pursuant to this Agreement Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), ) and the regulations promulgated thereunder in FDIC Regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

Required Provisions. (a) The Bank may terminate Executive’s 's employment at any time, but any termination by the Board other than termination for Cause shall not prejudice Executive’s 's right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination for Cause. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s 's affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3U.S.C. ss.1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1U.S.C. ss.1818(g)(1)] of the Federal Deposit Insurance Act, the Bank’s 's obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s 's affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4U.S.C. ss.1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1U.S.C. ss.1818(g)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1U.S.C. ss.1813(x)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, (i) by either the Director of the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System Thrift Supervision (collectively, the “Regulator”"OTS") or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(cU.S.C. ss.1823(c)] of the Federal Deposit Insurance Act; or (ii) by the Regulator Director or his or her designee at the time the Regulator Director or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section ss. 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

Required Provisions. In the event any of the foregoing provisions of this Agreement conflict with the terms of this Section 17, this Section 17 shall prevail. (a) The Bank Bank’s Board of Directors may terminate the Executive’s employment at any time, but any termination by the Board Bank, other than termination for Cause Cause, shall not prejudice the Executive’s right to compensation or other benefits under this Agreement. The Executive shall not have no the right to receive compensation or other benefits for any period after termination for CauseCause as defined in Section 1(d) of this Agreement. (b) If the Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3) or (g)(1), the Bank’s obligations under this contract Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may may, in its discretion discretion: (i) pay the Executive all or part of the compensation withheld while its contract obligations were suspended suspended; and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) If the Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminatedterminate, except to the extent determined that continuation of the contract Agreement is necessary for the continued operation of the Bank, institution: (i) by either the Director of the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System Thrift Supervision (collectivelyOTS), the “Regulator”) or his or her designee, at the time the FDIC Federal Deposit Insurance Corporation (FDIC) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; , 12 U.S.C. Section 1823(c), or (ii) by the Regulator Director of the OTS (or his or her designee designee) at the time the Regulator Director (or his or her designee designee) approves a supervisory merger to resolve problems related to operation the operations of the Bank or when the Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained Any payments made to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement Agreement, or otherwise, are subject to to, and conditioned upon upon, their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), ) and the regulations promulgated thereunder in FDIC Regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

Required Provisions. (a) The Bank may terminate Executive’s 's employment at any time, but any termination by the Board Bank other than termination Separation from Service for Cause as defined above shall not prejudice Executive’s 's right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination Separation from Service for Cause. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s 's affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3ss.1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1ss.1818(g)(1)] of the Federal Deposit Insurance Act (the "FDI Act"), the Bank’s 's obligations under this contract Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s 's affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4ss.1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1ss.1818(g)(1)] of the Federal Deposit Insurance FDI Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1ss.1813(x)] (1) of the Federal Deposit Insurance FDI Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract this Agreement is necessary for the continued operation of the Bank, (i) by either the Director of the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System Thrift Supervision (collectively, the “Regulator”"OTS") or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(css.1823(c)] of the Federal Deposit Insurance FDI Act; or (ii) by the Regulator Director or his or her designee at the time the Regulator Director or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance FDI Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

Required Provisions. (a) The Bank Bank's Board of Directors may terminate the Executive’s 's employment at any time, but any termination by the Bank's Board of Directors, other than termination Termination for Cause Cause, shall not prejudice Executive’s 's right to compensation or other benefits under this Agreement. Executive shall not have no the right to receive compensation or other benefits for any period after termination Termination for CauseCause as defined in Section 7 herein above. (b) If the Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s 's affairs by a notice served under Section 8(e)(3) [(12 USC §U.S.C. ▇▇.▇▇. 1818(e)(3)] ) or 8(g)(18(g) [(12 USC §1818(g)(1U.S.C. ss. 1818(g)] ) of the Federal Deposit Insurance Act, as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, the Bank’s 's obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay the Executive all or part of the compensation withheld while its their contract obligations were suspended and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) If the Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s 's affairs by an order issued under Section 8(e)(48(e) [(12 USC §1818(e)(4U.S.C. ▇▇.▇▇. 1818(e)] ) or 8(g)(18(g) [(12 USC §1818(g)(1U.S.C. ss. 1818(g)] ) of the Federal Deposit Insurance Act, as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, all obligations of the Bank under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(13(x) [(12 USC §U.S.C. ss. 1813(x)(1)] ) of the Federal Deposit Insurance Act, as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, all obligations of the Bank under this Agreement contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations of the Bank under this Agreement contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bankinstitution, (i) by either the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) or his or her designeeDirector, at the time Federal Deposit Insurance Corporation ("FDIC") or the FDIC Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance ActBank; or (ii) by the Regulator or his or her designee Office of Thrift Supervision ("OTS") at the time the Regulator OTS or his or her designee its District Director approves a supervisory merger to resolve problems related to operation the operations of the Bank or when the Bank is determined by the Regulator OTS or FDIC to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any Any payments made to Executive by the Bank or the Company, whether pursuant to this Agreement Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. USC Section 1828(k), ) and the any regulations promulgated thereunder in 12 C.F.R. Part 359thereunder.

Required Provisions. (a) The Bank Board may terminate ExecutiveOfficer’s employment at any time, but any termination by the Board other than termination for Cause shall not prejudice ExecutiveOfficer’s right to compensation or other benefits under this Agreement. Executive Officer shall have no right to receive compensation or other benefits for any period after his termination for Cause. (b) If Executive Officer is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [(12 USC §1818(e)(3)] ) or 8(g)(1) [(12 USC §1818(g)(1)] ) of the Federal Deposit Insurance ActAct (“FDIA”), the Bank’s obligations under this contract Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive Officer all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If Executive Officer is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [(12 USC U.S.C. §1818(e)(4)] ) or 8(g)(1) [(12 USC U.S.C. §1818(g)(1)] ) of the Federal Deposit Insurance ActFDIA, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [(12 USC U.S.C. §1813(x)(1)] ) of the Federal Deposit Insurance ActFDIA, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract this Agreement is necessary for the continued operation of the Bank, (i) by either the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [(12 USC U.S.C. §1823(c)] ) of the Federal Deposit Insurance ActFDIA; or (ii) by the Regulator or his or her designee at the time the Regulator or his or her designee approves a supervisory merger to resolve problems related to operation operations of the Bank or when the Bank is determined by the Regulator or his or her designee to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the Company, whether Officer pursuant to this Agreement or otherwise, otherwise are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), ) and the regulations promulgated thereunder in 12 C.F.R. Part 359. (g) For purposes of this Agreement, any termination of Officer’s employment shall be construed to require a “Separation from Service” in accordance with Code Section 409A and the regulations promulgated thereunder, such that the Bank and Officer reasonably anticipate that the level of bona fide services Officer would perform after termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding thirty-six (36)-month period. (h) Notwithstanding the foregoing, in the event Officer is a Specified Employee (as defined herein), then, solely, to the extent required to avoid penalties under Code Section 409A, Officer’s payments shall be delayed until the first day of the seventh month following Officer’s Separation from Service. A “Specified Employee” shall be interpreted to comply with Code Section 409A and shall mean a key employee within the meaning of Code Section 416(i) (without regard to paragraph 5 thereof), but an individual shall be a “Specified Employee” only if the Bank or Company is or becomes a publicly traded company.

Required Provisions. In the event any of the foregoing provisions of this Agreement conflict with the terms of this Section 8.10, this Section 8.10 shall prevail. (a) The Bank Bank’s board of directors may terminate the Executive’s employment at any time, but any termination by the Board Bank, other than termination for Cause Cause, shall not prejudice the Executive’s right to compensation or other benefits under this Agreement. The Executive shall not have no the right to receive compensation or other benefits for any period after termination for CauseCause as defined in Section 3.2 of this Agreement. (b) If the Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3) or (g)(1), the Bank’s obligations under this contract Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may may, in its discretion discretion: (i) pay the Executive all or part of the compensation withheld while its contract obligations were suspended suspended; and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) If the Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all obligations of the Bank Bank’s obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminatedterminate, except to the extent determined that continuation of the contract Agreement is necessary for the continued operation of the Bank, institution: (i) by either the Director of the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System Thrift Supervision (collectivelyOTS), the “Regulator”) or his or her designee, at the time the FDIC Federal Deposit Insurance Corporation (FDIC) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; , 12 U.S.C. Section 1823(c), or (ii) by the Regulator Director of the OTS (or his or her designee designee) at the time the Regulator Director of the OTS (or his or her designee designee) approves a supervisory merger to resolve problems related to operation the operations of the Bank or when the Bank is determined by the Regulator Director of the OTS to be in an unsafe or unsound condition. Any rights of the parties Executive that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained Any payments made to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement Agreement, or otherwise, are subject to to, and conditioned upon upon, their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), ) and the regulations promulgated thereunder in FDIC Regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

Required Provisions. In the event any of the foregoing provisions of this Section 23 are in conflict with the terms of this Agreement, this Section 23 shall prevail. (a) The Bank Boards of Directors may terminate Executive’s employment at any time, but any termination by the Board Bank or the Company, other than termination for Cause Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have no the right to receive compensation or other benefits for any period after termination for CauseCause as defined in this Agreement. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs of the Bank by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(3) or (g)(1); the Bank’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion discretion: (i) pay Executive all or part of the compensation withheld while its their contract obligations were suspended suspended; and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1813(x)(1) all obligations of the Bank under this Agreement contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, : (i) by either the Office Director of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System OTS (collectively, the “Regulator”) or his or her designee, ) at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act, 12 U.S.C. §1823(c); or (ii) by the Regulator Director of the OTS (or his or her designee designee) at the time the Regulator Director (or his or her designee designee) approves a supervisory merger to resolve problems related to operation the operations of the Bank or when the Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained Any payments made to the contrary, any payments to Executive by the Bank or the Company, whether employees pursuant to this Agreement Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section §1828(k), ) and the regulations promulgated thereunder in FDIC regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

Required Provisions. (a) In the event any of the foregoing provisions of this Section 26 are in conflict with the terms of this Agreement, this Section 26 shall prevail. a. The Bank may terminate Executive’s 's employment at any time, but any termination by the Board Bank, other than termination for Cause Cause, shall not prejudice Executive’s 's right to compensation or other benefits under this Agreement. Executive shall not have no the right to receive compensation or other benefits for any period after termination for CauseCause as defined in Section 7 of this Agreement. (b) b. If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s 's affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3) or (g)(1); the Bank’s 's obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may may, in its discretion discretion: (i) pay Executive all or part of the compensation withheld while its their contract obligations were suspended suspended; and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) c. If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s 's affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) d. If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, (i) by either the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; or (ii) by the Regulator or his or her designee at the time the Regulator or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Regulator to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.U.S.

Required Provisions. (a) The Bank may terminate Executive’s employment at any time, but any termination by the Board Bank other than termination Separation from Service for Cause as defined above shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination Separation from Service for Cause. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(18(g)(l) [12 USC §1818(g)(11818(g)(I)] of the Federal Deposit Insurance Act (the “FDI Act”), the Bank’s obligations under this contract Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(18(g)(l) [12 USC §1818(g)(11818(g)(l)] of the Federal Deposit Insurance FDI Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(13(x)(l) [12 USC §1813(x)(1)] of the Federal Deposit Insurance FDI Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract this Agreement is necessary for the continued operation of the Bank, (i) by either the Director of the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System Thrift Supervision (collectively, the “RegulatorOTS”) or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(cB(c) [12 USC §1823(c)] of the Federal Deposit Insurance FDI Act; or (ii) by the Regulator Director or his or her designee at the time the Regulator Director or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance FDI Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

Required Provisions. In the event any of the provisions of this Section 23 are in conflict with the other terms of this Agreement, this Section 23 shall prevail. (a) The Bank Company’s board of directors may terminate Executive’s employment at any time, but any termination by the Board Company, other than termination for Cause Just Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have no the right to receive compensation or other benefits for any period after termination for CauseCause as defined in Section 7 of this Agreement. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the BankCompany’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(3) or (g)(1); the BankCompany’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank Company may in its discretion discretion: (i) pay Executive all or part of the compensation withheld while its their contract obligations were suspended suspended; and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the BankCompany’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(4) or (g)(1), all obligations of the Bank Company under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank Company is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1813(x)(1) all obligations of the Bank Company under this Agreement contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement contract shall be terminated, except to the extent determined a determination is made that continuation of the contract is necessary for the continued operation of the Bank, Bank (i) by either the director of the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “RegulatorOCC”) or his her or her designeedesignee (the “Director”), at the time the FDIC OCC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; or (ii) by the Regulator or his or her designee Director, at the time the Regulator or his or her designee Director approves a supervisory merger to resolve problems related to operation the operations of the Bank or when the Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties Executive that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained Any payments made to the contrary, any payments to Executive by the Bank or the Company, whether employees pursuant to this Agreement Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section §1828(k), ) and the regulations promulgated thereunder in FDIC regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

Required Provisions. (a) The Bank Association may terminate Executive’s employment at any time, but any termination by the Board other than termination for Cause shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination for Cause. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the BankAssociation’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, the BankAssociation’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank Association may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the BankAssociation’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank Association under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank Association is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank Association under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the BankAssociation, (i) by either the The Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “RegulatorComptroller”) or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank Association under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; or (ii) by the Regulator Comptroller or his or her designee at the time the Regulator Comptroller or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank Association or when the Bank Association is determined by the Regulator Comptroller to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank Association or the Company, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

Required Provisions. Notwithstanding anything herein contained to the contrary, the following provisions shall apply: (a) The Bank Board may terminate Executive’s employment at any time, but any termination by the Bank’s Board other than termination for Cause shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits under this Agreement for any period after Executive’s termination for Cause. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC U.S.C. §1818(e)(3)] or 8(g)(1) [12 USC U.S.C. §1818(g)(1)] of the Federal Deposit Insurance Act (the “FDI Act”), the Bank’s obligations under this contract Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion discretion: (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC U.S.C. §1818(e)(4)] or 8(g)(1) [12 USC U.S.C. §1818(g)(1)] of the Federal Deposit Insurance FDI Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC U.S.C. §1813(x)(1)] of the Federal Deposit Insurance FDI Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract this Agreement is necessary for the continued operation of the Bank, (i) by either the Comptroller of the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC U.S.C. §1823(c)] of the Federal Deposit Insurance FDI Act; or (ii) by the Regulator Comptroller or his or her designee at the time the Regulator Comptroller or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Regulator Comptroller to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359. (g) Notwithstanding anything else in this Agreement to the contrary (with the exception of Section 4(c)(i)), Executive’s employment shall not be deemed to have been terminated unless and until Executive has a Separation from Service within the meaning of Code Section 409A. For purposes of this Agreement, a “Separation from Service” shall have occurred if the Bank and Executive reasonably anticipate that either no further services will be performed by Executive after the date of termination (whether as an employee or as an independent contractor) or the level of further services performed is less than 50 percent of the average level of bona fide services in the 36 months immediately preceding the termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). Notwithstanding the foregoing, this Section 11(g) shall not apply in the event of the Executive’s termination for Cause. (h) Notwithstanding the foregoing, if Executive is a “specified employee” (i.e., a “key employee” of a publicly traded company within the meaning of Section 409A of the Code and the final regulations issued thereunder) and any payment under this Agreement is triggered due to Executive’s Separation from Service, then solely to the extent necessary to avoid penalties under Section 409A of the Code, no payment shall be made during the first six (6) months following Executive’s Separation from Service. Rather, any payment which would otherwise be paid to Executive during such period shall be accumulated and paid to Executive in a lump sum on the first day of the seventh month following such Separation from Service. All subsequent payments shall be paid in the manner specified in this Agreement. (i) If the Bank cannot provide Executive or Executive’s dependents any continued health insurance or other welfare benefits as required by this Agreement because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive or Executive’s beneficiary or estate in the event of death a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment shall be made in a lump sum within 30 days after the later of Executive’s date of termination or the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties. (j) To the extent not specifically provided in this Agreement, any compensation or reimbursements payable to Executive shall be paid or provided no later than two and one-half (2.5) months after the calendar year in which such compensation is no longer subject to a substantial risk of forfeiture within the meaning of Treasury Regulation Section 1.409A-1(d). (k) Notwithstanding anything in this Agreement to the contrary, Executive understands that nothing contained in this Agreement limits Executive’s ability to file a charge or complaint with the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”) about a possible securities law violation without approval of the Bank (or any affiliate). Executive further understands that this Agreement does not limit Executive’s ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Bank (or any affiliate) related to the possible securities law violation. This Agreement does not limit Executive’s right to receive any resulting monetary award for information provided to any Government Agency.

Required Provisions. In the event any of the provisions of this Section 23 are in conflict with the other terms of this Agreement, this Section 23 shall prevail. (a) The Company and the Bank may terminate the Executive’s employment with the Company and the Bank at any time, but any termination by the Board Company and the Bank, other than termination for Cause Cause, shall not prejudice the Executive’s right to receive compensation or other benefits under this Agreement. The Executive shall not have no the right to receive compensation or other benefits for any period after termination for Cause. (b) If the Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Company’s or the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(3) or (g)(1); the Company’s and the Bank’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Company and the Bank may in its discretion their discretion: (i) pay the Executive all or part of the compensation withheld while its contract obligations were suspended suspended; and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) If the Executive is removed and/or permanently prohibited from participating in the conduct of the Company’s or the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(4) or (g)(1), all obligations of the Company and the Bank under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1813(x)(1) all obligations of the Company and the Bank under this Agreement contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement contract shall be terminated, except to the extent determined a determination is made that continuation of the contract is necessary for the continued operation of the Bank, Company or the Bank (i) by either the director of the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “RegulatorOCC”) or his or her designeedesignee (the “OCC Director”), at the time the FDIC Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the Company or the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; or (ii) by the Regulator or his or her designee OCC Director, at the time the Regulator or his or her designee OCC Director approves a supervisory merger to resolve problems related to operation the operations of the Company or the Bank or when the Company or the Bank is determined by the Regulator OCC Director to be in an unsafe or unsound condition. Any rights of the parties Executive that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained Any payments made to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section §1828(k), ) and the regulations promulgated thereunder in FDIC regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

Required Provisions. In the event any of the foregoing provisions of this Section 15 are in conflict with the terms of this Agreement, this Section 15 shall prevail. (a) The Bank may terminate Executive’s 's employment at any time, but any termination by the Board Bank, other than termination Termination for Cause Cause, shall not prejudice Executive’s 's right to compensation or other benefits under this Agreement. Executive shall not have no the right to receive compensation or other benefits for any period after termination Termination for CauseCause as defined in Section 7 hereinabove. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s 's affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. ss.1818(e)(3) or (g)(1); the Bank’s Bank 's obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion discretion: (i) pay Executive all or part of the compensation withheld while its their contract obligations were suspended suspended; and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s 's affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. ss.1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. ss.1813(x) (1) all obligations of the Bank under this Agreement contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations of the Bank under this Agreement contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, institution: (i) by either the Office Director of the Comptroller of OTS (or his designee), the Currency FDIC or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) or his or her designeeResolution Trust Corporation, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act, 12 U.S.C. ss.1823(c); or (ii) by the Regulator Director of the OTS (or his or her designee designee) at the time the Regulator Director (or his or her designee designee) approves a supervisory merger to resolve problems related to operation the operations of the Bank or when the Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any Any payments made to Executive by the Bank or the Company, whether pursuant to this Agreement Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C.ss.1828(k) and 12 C.F.R. Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), 545.121 and the any rules and regulations promulgated thereunder in 12 C.F.R. Part 359thereunder.

Required Provisions. (a) The Bank Association may terminate Executive’s employment at any time, but any termination by the Board of Directors other than termination Termination for Just Cause as defined in Section 5 of this Agreement shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination Termination for Just Cause. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the BankAssociation’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act (the “FDI Act”), the BankAssociation’s obligations under this contract Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank Association may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the BankAssociation’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance FDI Act, all obligations of the Bank Association under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank Association is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance FDI Act, all obligations of the Bank Association under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract this Agreement is necessary for the continued operation of the BankAssociation, (i) by either the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “RegulatorComptroller”) or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank Association under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance FDI Act; or (ii) by the Regulator Comptroller or his or her designee at the time the Regulator Comptroller or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank Association or when the Bank Association is determined by the Regulator Comptroller to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any Any payments made to Executive by the Bank or the Company, whether pursuant to this Agreement or otherwise, otherwise are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), ) and the any rules and regulations promulgated thereunder in thereunder, including 12 C.F.R. Part 359, and to the extent applicable, 12 C.F.R. §563.39. (g) Notwithstanding anything else in this Agreement to the contrary, Executive’s employment shall not be deemed to have been terminated unless and until Executive has a Separation from Service within the meaning of Code Section 409A. For purposes of this Agreement, a “Separation from Service” shall have occurred if the Association and Executive reasonably anticipate that either no further services will be performed by Executive after the date of termination (whether as an employee or as an independent contractor) or the level of further services performed is less than fifty (50) percent of the average level of bona fide services in the thirty-six (36) months immediately preceding the termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii).

Required Provisions. (a) The Bank may terminate the Executive’s employment at any time, but any termination by the Board other than termination for Cause . The Executive shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall have no the right to receive compensation or other benefits for any period after termination Termination for CauseCause as defined in Section 2(c) hereinabove. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance ActAct (12 USC §1818(e)(3) and §1818(g)(1)), the Bank’s obligations under this contract shall be suspended as of the date of service, service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(18g(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance ActAct (12 USC §1818(e)(4) and §1818(g)(1)), all obligations of the Bank under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [of the Federal Deposit Insurance Act (12 USC §1813(x)(1)] of the Federal Deposit Insurance Act), all obligations of the Bank under this Agreement contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations of the Bank under this Agreement contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, (i) Bank by either the Director of the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System Thrift Supervision (collectively, the “RegulatorOTS”) or his or her designee, designee at the time (i) the FDIC Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [of the Federal Deposit Insurance Act (12 USC §1823(c)] of the Federal Deposit Insurance Act); or (ii) by the Regulator Director of the OTS or his or her designee at the time the Regulator or his or her designee approves a supervisory merger to resolve problems related to the operation of the Bank or when the Bank is determined by the Regulator Director of the OTS to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

Required Provisions. (a) In the event any of the foregoing provisions of this Agreement conflict with the terms of this Section 25, this Section 25 shall prevail. a. The Bank Bank’s Board of Directors may terminate Executive’s employment at any time, but any termination by the Board Bank, other than termination for Cause Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have no the right to receive compensation or other benefits for any period after termination for CauseCause as defined in Section 10(d) of this Agreement. (b) b. If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3) or (g)(1), the Bank’s obligations under this contract Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may may, in its discretion discretion: (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended suspended; and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) c. If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) d. If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) e. All obligations under this Agreement shall be terminatedterminate, except to the extent determined that continuation of the contract Agreement is necessary for the continued operation of the Bank, institution: (i) by either the Comptroller of the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectivelyOCC), the “Regulator”) or his or her designee, at the time the FDIC Federal Deposit Insurance Corporation (FDIC) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c13(e) [12 USC §1823(c)] of the Federal Deposit Insurance Act; , 12 U.S.C. Section 1823(c), or (ii) by the Regulator Controller of the OCC (or his designee) at the time the Comptroller (or his or her designee at the time the Regulator or his or her designee designee) approves a supervisory merger to resolve problems related to operation the operations of the Bank or when the Bank is determined by the Regulator Comptroller to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any f. Any payments made to Executive by the Bank or the Company, whether pursuant to this Agreement Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), ) and the regulations promulgated thereunder in FDIC Regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

Required Provisions. (a) In the event any of the foregoing provisions of this Section 26 are in conflict with the terms of this Agreement, this Section 26 shall prevail. a. The Bank Bank’s board of directors may terminate Executive’s employment at any time, but any termination by the Board Bank, other than termination Termination for Cause Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have no the right to receive compensation or other benefits for any period after termination Termination for CauseCause as defined in Section 11(d) hereinabove. (b) b. If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(3) or (g)(1); the Bank’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) discretion: i. pay Executive all or part of the compensation withheld while its their contract obligations were suspended suspended; and (ii) . reinstate (in whole or in part) any of its the obligations which were suspended. (c) c. If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) d. If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1813(x)(1) all obligations of the Bank under this Agreement contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) e. All obligations under this Agreement contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, : (i) by either the Office Director of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System OTS (collectively, the “Regulator”) or his or her designee), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act, 12 U.S.C. §1823(c); or (ii) by the Regulator Director of the OTS (or his or her designee designee) at the time the Regulator Director (or his or her designee designee) approves a supervisory merger to resolve problems related to operation the operations of the Bank or when the Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained f. Any payments made to the contrary, any payments to Executive by the Bank or the Company, whether employees pursuant to this Agreement Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section §1828(k), ) and the regulations promulgated thereunder in FDIC regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

Required Provisions. (a) The Bank Employer may terminate Executive’s employment at any time, but any termination by the Employer’s Board other than termination Termination for Cause hereof shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination Termination for Cause. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the BankEmployer’s affairs by a notice served under Section 8(e)(3) [12 USC U.S.C. §1818(e)(3)] or 8(g)(1) [12 USC U.S.C. §1818(g)(1)] of the Federal Deposit Insurance Act, the BankEmployer’s obligations under this contract Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank Employer may in its discretion (i) pay Executive all or part of the compensation withheld while its contract Agreement obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the BankEmployer’s affairs by an order issued under Section 8(e)(4) [12 USC U.S.C. §1818(e)(4)] or 8(g)(1) [12 USC U.S.C. §1818(g)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank Employer under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank Employer is in default as defined in Section 3(x)(1) [12 USC U.S.C. §1813(x)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank Employer under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract Agreement is necessary for the continued operation of the BankEmployer, (i) by either the Office Director of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) Bank’s primary federal regulator or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank Employer under the authority contained in Section 13(c) [12 USC U.S.C. §1823(c)] of the Federal Deposit Insurance Act; or (ii) by the Regulator Director or his or her designee at the time the Regulator Director or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank Employer or when the Bank Employer is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the CompanyExecutive, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

Required Provisions. (a) The Bank may terminate Executive’s employment at any time, but any termination by the Bank’s Board other than termination Termination for Cause shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination Termination for Cause. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC U.S.C. §1818(e)(3)] or 8(g)(1) [12 USC U.S.C. §1818(g)(1)] of the Federal Deposit Insurance Act, the Bank’s obligations under this contract Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract Agreement obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC U.S.C. §1818(e)(4)] or 8(g)(1) [12 USC U.S.C. §1818(g)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC U.S.C. §1813(x)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract Agreement is necessary for the continued operation of the Bank, (i) by either the Office Director of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) Bank’s primary federal regulator or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC U.S.C. §1823(c)] of the Federal Deposit Insurance Act; or (ii) by the Regulator Director or his or her designee at the time the Regulator Director or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the CompanyExecutive, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

Required Provisions. (a) In the event any of the foregoing provisions of this Section 26 are in conflict with the terms of this Agreement, this Section 26 shall prevail. a. The Bank Bank’s board of directors may terminate Executive’s employment at any time, but any termination by the Board Bank, other than termination Termination for Cause Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have no the right to receive compensation or other benefits for any period after termination Termination for CauseCause as defined in Section 11(d) hereinabove. (b) b. If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(3) or (g)(1); the Bank’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion discretion: (i) pay Executive all or part of the compensation withheld while its their contract obligations were suspended suspended; and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) c. If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) d. If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1813(x)(1) all obligations of the Bank under this Agreement contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) e. All obligations under this Agreement contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, : (i) by either the Office Director of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System OTS (collectively, the “Regulator”) or his or her designee), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act, 12 U.S.C. §1823(c); or (ii) by the Regulator Director of the OTS (or his or her designee designee) at the time the Regulator Director (or his or her designee designee) approves a supervisory merger to resolve problems related to operation the operations of the Bank or when the Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained f. Any payments made to the contrary, any payments to Executive by the Bank or the Company, whether employees pursuant to this Agreement Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section §1828(k), ) and the regulations promulgated thereunder in FDIC regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

Required Provisions. (a) The Bank Board may terminate Executive’s employment at any time, but any termination by the Bank’s Board other than termination for Cause shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after his termination for Cause. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [(12 USC U.S.C. §1818(e)(3)] ) or 8(g)(1) [(12 USC U.S.C. §1818(g)(1)] ) of the Federal Deposit Insurance Act, the Bank’s obligations under this contract Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract Agreement obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [(12 USC U.S.C. §1818(e)(4)] ) or 8(g)(1) [(12 USC U.S.C. §1818(g)(1)] ) of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [(12 USC U.S.C. §1813(x)(1)] ) of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract this Agreement is necessary for the continued operation of the Bank, : (i) by either the Comptroller of the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “RegulatorOCC”) or his or her designee, at the time the FDIC Federal Deposit Insurance Corporation (the “FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [(12 USC U.S.C. §1823(c)] ) of the Federal Deposit Insurance Act; or (ii) by the Regulator Comptroller or his or her designee at the time the Regulator Comptroller or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Regulator Comptroller to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359. (g) Notwithstanding anything else in this Agreement to the contrary, Executive’s employment shall not be deemed to have been terminated unless and until Executive has a Separation from Service within the meaning of Code Section 409A. For purposes of this Agreement, a “Separation from Service” shall have occurred if the Bank and Executive reasonably anticipate that either no further services will be performed by Executive after the date of termination (whether as an employee or as an independent contractor) or the level of further services performed is less than twenty (20) percent of the average level of bona fide services in the thirty-six (36) months immediately preceding the termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). (h) Notwithstanding the foregoing, if Executive is a “specified employee” (i.e., a “key employee” of a publicly traded company within the meaning of Section 409A of the Code and the final regulations issued thereunder) and any payment under this Agreement is triggered due to Executive’s Separation from Service (other than due to Disability or death), then solely to the extent necessary to avoid penalties under Section 409A of the Code, no payment shall be made during the first six (6) months following Executive’s Separation from Service. Rather, any payment which would otherwise be paid to Executive during such period shall be accumulated and paid to Executive in a lump sum on the first day of the seventh month following such Separation from Service. All subsequent payments shall be paid in the manner specified in this Agreement.

Required Provisions. (a) The Bank may terminate Executive’s employment at any time, but any termination by the Board Bank, other than termination for Cause Just Cause, shall not prejudice Executive’s right to receive compensation or other benefits under this Agreement. Executive shall not have no the right to receive compensation or other benefits for any period after termination for CauseJust Cause as defined in Section 7 of this Agreement. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(3) or (g)(1); the Bank’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion discretion: (i) pay Executive all or part of the compensation withheld while its their contract obligations were suspended suspended; and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1813(x)(1), all obligations of the Bank under this Agreement contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations of the Bank under this Agreement contract shall be terminated, except to the extent it is determined that continuation of the contract is necessary for the continued operation of the Bank, : (i) by either the Office Director of the Comptroller of OTS (or his designee), the Currency FDIC or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) or his or her designeeResolution Trust Corporation, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act, 12 U.S.C. §1823(c); or (ii) by the Regulator Director of the OTS (or his or her designee designee) at the time the Regulator Director (or his or her designee designee) approves a supervisory merger to resolve problems related to operation the operations of the Bank Bank, or when the Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any Any payments made to Executive by the Bank or the Company, whether pursuant to this Agreement Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section §1828(k), ) and the 12 C.F.R. §545.121 and any rules and regulations promulgated thereunder in 12 C.F.R. Part 359thereunder.

Required Provisions. (a) The Bank Association may terminate Executive’s employment at any time, but any termination by the Board other than termination for Cause shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination for Cause. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the BankAssociation’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, the BankAssociation’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank Association may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the BankAssociation’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank Association under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank Association is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank Association under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the BankAssociation, (i) by either the Office Director of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) OTS or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank Association under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; or (ii) by the Regulator Director or his or her designee at the time the Regulator Director or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank Association or when the Bank Association is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank Association or the Company, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

Required Provisions. (a) a. The Bank may terminate Executive’s employment at any time, but any termination by the Board Bank, other than termination Termination for Cause Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have no the right to receive compensation or other benefits for any period after termination Termination for CauseCause as defined in Section 7 hereinabove. (b) b. If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(3) or (g)(1); the Bank’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion discretion: (i) pay Executive all or part of the compensation withheld while its their contract obligations were suspended suspended; and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) c. If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) d. If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1813(x)(1), all obligations of the Bank under this Agreement contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) e. All obligations of the Bank under this Agreement contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, institution: (i) by either the Office Secretary of the Comptroller of the Currency Banking (or his designee), or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) or his or her designeeFDIC, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act, 12 U.S.C. §1823(c); or (ii) by the Regulator Secretary of Banking (or his or her designee designee) at the time the Regulator Secretary of Banking (or his or her designee designee) approves a supervisory merger to resolve problems related to operation the operations of the Bank or when the Bank is determined by the Regulator Secretary of Banking to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any f. Any payments made to Executive by the Bank or the Company, whether pursuant to this Agreement Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section § 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359359 and any rules and regulations promulgated thereunder.

Required Provisions. In the event any of the foregoing provisions of this Section 23 are in conflict with the terms of this Agreement, this Section 23 shall prevail. (a) The Bank Boards of Directors may terminate Executive’s employment at any time, but any termination by the Board Bank or the Company, other than termination for Cause Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have no the right to receive compensation or other benefits for any period after termination for CauseCause as defined in this Agreement. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs of the Bank by a notice served under Section 8(e)(38(e) [12 USC §1818(e)(3)] (3) or 8(g)(18(g) [12 USC §1818(g)(1)] (1) of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e) (3) or (g) (1); the Bank’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion discretion: (i) pay Executive all or part of the compensation withheld while its their contract obligations were suspended suspended; and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(48(e) [12 USC §1818(e)(4)] (4) or 8(g)(18(g) [12 USC §1818(g)(1)] (1) of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e) (4) or (g) (1), all obligations of the Bank under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1813(x)(1) all obligations of the Bank under this Agreement contract shall terminate as of the date of default, but this paragraph Section shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, : (i) by either the Office Director of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System OCC (collectively, the “Regulator”) or his or her designee, ) at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act, 12 U.S.C. §1823(c); or (ii) by the Regulator Director of the OCC (or his or her designee designee) at the time the Regulator Director (or his or her designee designee) approves a supervisory merger to resolve problems related to operation the operations of the Bank or when the Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained Any payments made to the contrary, any payments to Executive by the Bank or the Company, whether employees pursuant to this Agreement Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section §1828(k), ) and the regulations promulgated thereunder in FDIC regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

Required Provisions. In the event any of the foregoing provisions of this Agreement conflict with the terms of this Section 8.10, this Section 8.10 shall prevail. (a) The Bank Board may terminate the Executive’s employment at any time, but any termination by the Board Bank, other than termination for Cause Cause, shall not prejudice the Executive’s right to compensation or other benefits under this Agreement. The Executive shall not have no the right to receive compensation or other benefits for any period after termination for CauseCause as defined in Section 3.2 of this Agreement. (b) If the Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3) or (g)(1), the Bank’s obligations under this contract Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may may, in its discretion discretion: (i) pay the Executive all or part of the compensation withheld while its contract obligations were suspended suspended; and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) If the Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all obligations of the Bank Bank’s obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminatedterminate, except to the extent determined that continuation of the contract Agreement is necessary for the continued operation of the Bank, institution: (i) by either the Director of the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System Thrift Supervision (collectivelyOTS), the “Regulator”) or his or her designee, at the time the FDIC Federal Deposit Insurance Corporation (FDIC) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; , 12 U.S.C. Section 1823(c), or (ii) by the Regulator Director of the OTS (or his or her designee designee) at the time the Regulator Director of the OTS (or his or her designee designee) approves a supervisory merger to resolve problems related to operation the operations of the Bank or when the Bank is determined by the Regulator Director of the OTS to be in an unsafe or unsound condition. Any rights of the parties Executive that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained Any payments made to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement Agreement, or otherwise, are subject to to, and conditioned upon upon, their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), ) and the regulations promulgated thereunder in FDIC Regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

Required Provisions. In the event any of the foregoing provisions of this Agreement conflict with the terms of this Section 8.10, this Section 8.10 shall prevail. (a) The board of directors of the Bank may terminate the Executive’s employment at any time, but any termination by the Board Bank, other than termination for Cause Cause, shall not prejudice the Executive’s right to compensation or other benefits under this Agreement. The Executive shall not have no the right to receive compensation or other benefits for any period after termination for CauseCause as defined in Section 3.2 of this Agreement. (b) If the Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3) or (g)(1), the Bank’s obligations under this contract Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may may, in its discretion discretion: (i) pay the Executive all or part of the compensation withheld while its contract obligations were suspended suspended; and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) If the Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all obligations of the Bank Bank’s obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminatedterminate, except to the extent determined that continuation of the contract Agreement is necessary for the continued operation of the Bank, institution: (i) by either the Director of the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System Thrift Supervision (collectivelyOTS), the “Regulator”) or his or her designee, at the time the FDIC Federal Deposit Insurance Corporation (FDIC) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; , 12 U.S.C. Section 1823(c), or (ii) by the Regulator Director of the OTS (or his or her designee designee) at the time the Regulator Director of the OTS (or his or her designee designee) approves a supervisory merger to resolve problems related to operation the operations of the Bank or when the Bank is determined by the Regulator Director of the OTS to be in an unsafe or unsound condition. Any rights of the parties Executive that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained Any payments made to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement Agreement, or otherwise, are subject to to, and conditioned upon upon, their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), ) and the regulations promulgated thereunder in FDIC Regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

Required Provisions. (a) The Bank Association may terminate the Executive’s 's employment at any time, but any termination by the Board other than termination for Cause shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have no the right to receive compensation or other benefits for any period after termination Termination for CauseCause as defined in Section 8 hereinabove. (b) If the Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s Association's affairs by a notice served under Section 8(e)(3) [(12 USC §1818(e)(3ss.1818(e)(3)] ) or 8(g)(1) [(12 USC §1818(g)(1ss.1818(g)(1)] ) of the Federal Deposit Insurance Act, the Bank’s Association's obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank Association may in its discretion (i) pay the Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If the Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s Association's affairs by an order issued under Section 8(e)(4) [(12 USC §1818(e)(4ss.1818(e)(4)] ) or 8(g)(1) [(12 USC §1818(g)(1ss.1818(g)(1)] ) of the Federal Deposit Insurance Act, all obligations of the Bank Association under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank Association is in default as defined in Section 3(x)(1) [(12 USC §1813(x)(1ss.1813(x)(1)] ) of the Federal Deposit Insurance Act, all obligations of the Bank Association under this Agreement contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations of the Association under this Agreement contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the BankAssociation, (i) by either the Office of the Comptroller of the Currency or the Board of Governors Director of the Federal Reserve System Deposit Insurance Corporation (collectively, the “Regulator”"FDIC") or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank Association under the authority contained in Section 13(c) [(12 USC §1823(css.1823(c)] ) of the Federal Deposit Insurance Act; or (ii) by the Regulator Director or his or her designee at the time the Regulator Director or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank Association or when the Bank Association is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to the Executive by the Bank or the Company, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

Required Provisions. In the event any of the foregoing provisions of this Agreement conflict with the terms of this Section 8.11, this Section 8.11 shall prevail. (a) The board of directors of the Bank may terminate the Executive’s employment at any time, but any termination by the Board Bank, other than termination for Cause Cause, shall not prejudice the Executive’s right to compensation or other benefits under this Agreement. The Executive shall not have no the right to receive compensation or other benefits for any period after termination for CauseCause as defined in Section 3.2 of this Agreement. (b) If the Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3) or (g)(1), the Bank’s obligations under this contract Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may may, in its discretion discretion: (i) pay the Executive all or part of the compensation withheld while its contract obligations were suspended suspended; and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) If the Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all obligations of the Bank Bank’s obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined a determination is made that continuation of the contract is necessary for the continued operation of the Bank, Employer (i1) by either the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectivelyCurrency, the “Regulator”) or his or her designeedesignee (the “Comptroller”), at the time the FDIC Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the Bank Employer under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance ActFDIA; or (ii2) by the Regulator or his or her designee Comptroller, at the time the Regulator or his or her designee Comptroller approves a supervisory merger to resolve problems related to operation of the Bank Employer or when the Bank Employer is determined by the Regulator Comptroller to be in an unsafe or and unsound condition. Any rights of the parties Executive that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained Any payments made to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement Agreement, or otherwise, are subject to to, and conditioned upon upon, their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), ) and the regulations promulgated thereunder in FDIC Regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments. (g) The Bank retains the right to demand the return of any payment made to the Executive under Section 4.1 or 5.1 and the value of any benefit provided under Section 4.2 of this Agreement in the event the Bank obtains information indicating that the Executive has committed, is substantially responsible for, or has violated, the respective acts or omissions, conditions, or offenses outlined under 12 C.F.R. §359.4(a)(4). In the event the Bank exercises its right to demand the return of any payment made under this Agreement, the Executive will return the payments to the Bank within 90 days of receipt of written notice from the Bank that the Executive has committed, is substantially responsible for, or has violated, the respective acts or omissions, conditions, or offenses outlined under 12 C.F.R. §359.4(a)(4).

Required Provisions. (a) The Bank may terminate Executive’s 's employment at any time, but any termination by the Board other than termination for Cause shall not prejudice Executive’s 's right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination for Cause. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s 's affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, the Bank’s 's obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s 's affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, (i) by either the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “"Regulator”") or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; or (ii) by the Regulator or his or her designee at the time the Regulator or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Regulator to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

Required Provisions. In the event any of the foregoing provisions of this Agreement conflict with the terms of this Section 26, this Section 26 shall prevail. (a) The Bank Bank’s Board of Directors may terminate Executive’s employment at any time, but any termination by the Bank’s Board of Directors, other than termination for Cause Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination for CauseCause as defined in Section 11(d) of this Agreement. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3) or (g)(1), the Bank’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may may, in its discretion discretion: (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended suspended; and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all obligations of the Bank under this Agreement contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations of the Bank under this Agreement contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, : (i) by either the Office Director of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System OTS (collectively, the “Regulator”) or his or her designee), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; , 12 U.S.C. Section 1823(c), or (ii) by the Regulator Director of the OTS (or his or her designee designee) at the time the Regulator Director (or his or her designee designee) approves a supervisory merger to resolve problems related to operation the operations of the Bank or when the Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any Any payments made to Executive by the Bank or the Company, whether pursuant to this Agreement Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), ) and the 12 C.F.R. Section 545.121 and any rules and regulations promulgated thereunder in 12 C.F.R. Part 359thereunder.

Required Provisions. (a) The Bank may terminate Executive’s employment at any time, but any termination by the Bank’s Board other than termination Termination for Cause as defined in Section 8 hereof shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination Termination for Cause. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(18(g)(l) [12 USC §1818(g)(11818(g)(l)] of the Federal Deposit Insurance Act, the Bank’s obligations under this contract Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(18(g)(l) [12 USC §1818(g)(11818(g)(l)] of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(13(x)(l) [12 USC §1813(x)(11813(x)(l)] of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, (i) by either the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; or (ii) by the Regulator Director or his her or her designee at the time the Regulator Director or his her or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

Required Provisions. (a) The Bank may terminate the Executive’s 's employment at any time, but any termination by the Board other than termination for Cause shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have no the right to receive compensation or other benefits for any period after termination Termination for CauseCause as defined in Section 2(c) hereinabove. (b) If the Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s 's affairs by a notice served under Section 8(e)(3) [(12 USC §1818(e)(3)] ) or 8(g)(18(g) [(12 USC §1818(g)(11818(g)] ) of the Federal Deposit Insurance Act, as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, the Bank’s 's obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay the Executive all or part of the compensation withheld while its their contract obligations were suspended and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) If the Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s 's affairs by an order issued under Section 8(e)(48(e) [(12 USC §1818(e)(4(S)1818(e)] ) or 8(g)(18(g) [(12 USC §1818(g)(1(S)1818(g)] ) of the Federal Deposit Insurance Act, as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, all obligations of the Bank under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(13(x) [(12 USC §1813(x)(1)] ) of the Federal Deposit Insurance Act, as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, all obligations of the Bank under this Agreement contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations of the Bank under this Agreement contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, (i) by either the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) or his or her designeeDeposit Insurance Corporation, at the time the Resolution Trust Corporation or FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [(12 USC §1823(c(S)1823(c)] ) of the Federal Deposit Insurance Act, as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1982; or (ii) by the Regulator or his or her designee Office of Thrift Supervision ("OTS") at the time the Regulator OTS or his or her designee its District Director approves a supervisory merger to resolve problems related to operation the operations of the Bank or when the Bank is determined by the Regulator OTS or FDIC to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

Required Provisions. (a) The Bank may terminate Executive’s 's employment at any time, but any termination by the Board other than termination for Cause shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have no the right to receive compensation or other benefits for any period after termination Termination for CauseCause as defined herein. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s 's affairs by a notice served under Section 8(e)(3) [(12 USC §1818(e)(3ss.1818(e)(3)] ) or 8(g)(1) [(12 USC §1818(g)(1ss.1818(g)(1)] ) of the Federal Deposit Insurance ActAct ("FDIA"), the Bank’s 's obligations under this contract Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s 's affairs by an order issued under Section 8(e)(4) [(12 USC §1818(e)(4ss.1818(e)(4)] ) or 8(g)(1) [(12 USC §1818(g)(1ss.1818(g)(1)] ) of the Federal Deposit Insurance ActFDIA, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [(12 USC §1813(x)(1ss.1813(x)(1)] ) of the Federal Deposit Insurance ActFDIA, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract this Agreement is necessary for the continued operation of the Bank, (i) by either the Office Director of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) OTS or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [(12 USC §1823(css.1823(c)] ) of the Federal Deposit Insurance ActFDIA; or (ii) by the Regulator Director of OTS or his or her designee at the time the Regulator Director of OTS or his or her designee approves a supervisory merger to resolve problems related to operation operations of the Bank or when the Bank is determined by the Regulator Director of OTS or his or her designee to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the CompanyBank, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance ActFDIA, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

Required Provisions. (a) The Bank BOARD may terminate Executive’s EXECUTIVE's employment at any time, but any termination by the Board BOARD, other than termination Termination for Cause Cause, shall not prejudice Executive’s EXECUTIVE's right to compensation or other benefits under this Agreement. Executive EXECUTIVE shall not have no the right to receive compensation or other benefits for any period after termination Termination for CauseCause as defined in Section 2(c) herein. (b) If Executive EXECUTIVE is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s BANK's affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance ActAct ("FDIA") (12 U.S.C. 1818(e)(3) and (g)(1)), the Bank’s BANK's obligations under this contract the Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may BANK may, in its discretion discretion, (i) pay Executive EXECUTIVE all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which that were suspended. (c) If Executive EXECUTIVE is removed and/or permanently prohibited from participating in the conduct of the Bank’s BANK's affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance ActFDIA (12 U.S.C. 1818(e)(4) or (g)(1)), all obligations of the Bank BANK under this the Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank BANK is in default (as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance ActFDIA), all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall may be terminated, : (except to the extent determined that continuation of the contract Agreement is necessary for the continued operation of the Bank, BANK): (i) by either the Director of the Office of Thrift Supervision (the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”"Director") or his or her designee, designee at the time the FDIC Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the Bank BANK under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; or FDIA and (ii) by the Regulator Director, or his or her designee at the time the Regulator Director or his or her such designee approves a supervisory merger to resolve problems related to operation of the Bank BANK or when the Bank BANK is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

Required Provisions. (a) The Bank may terminate Executivethe Employee’s employment at any time, but any termination by the Board Bank, other than termination Termination for Cause Cause, shall not prejudice ExecutiveEmployee’s right to compensation or other benefits under this Agreement. Executive Employee shall not have no the right to receive compensation or other benefits for any period after termination Termination for CauseCause as defined in Section 8 hereinabove. (b) If Executive the Employee is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [(12 USC §1818(e)(3)] ) or 8(g)(18(g) [(12 USC §1818(g)(11818(g)] ) of the Federal Deposit Insurance Act, as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, the Bank’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive the Employee all or part of the compensation withheld while its their contract obligations were suspended and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) If Executive the Employee is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(48(e) [(12 USC §1818(e)(4(S) 1818(e)] ) or 8(g)(18(g) [(12 USC §1818(g)(1(S) 1818(g)] ) of the Federal Deposit Insurance Act, as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, all obligations of the Bank under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(13(x) [(12 USC §1813(x)(1)] ) of the Federal Deposit Insurance Act, as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, all obligations of the Bank under this Agreement contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations of the Bank under this Agreement contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bankinstitution, (i) by either the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) or his or her designeeDeposit Insurance Corporation, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [(12 USC §(S) 1823(c)] ) of the Federal Deposit Insurance Act, as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989; or (ii) by the Regulator or his or her designee Office of Thrift Supervision (“OTS”) at the time the Regulator OTS or his or her designee its District Director approves a supervisory merger to resolve problems related to operation the operations of the Bank or when the Bank is determined by the Regulator OTS or FDIC to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

Required Provisions. (a) In the event any of the foregoing provisions of this Section 27 are in conflict with the terms of this Agreement, this Section 27 shall prevail. a. The Bank may terminate Executive’s 's employment at any time, but any termination by the Board Bank, other than termination for Cause Cause, shall not prejudice Executive’s 's right to compensation or other benefits under this Agreement. Executive shall not have no the right to receive compensation or other benefits for any period after termination for CauseCause as defined in Section 7 of this Agreement. (b) b. If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s 's affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3) or (g)(1); the Bank’s 's obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may may, in its discretion discretion: (i) pay Executive all or part of the compensation withheld while its their contract obligations were suspended suspended; and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) c. If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s 's affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) d. If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, (i) by either the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; or (ii) by the Regulator or his or her designee at the time the Regulator or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Regulator to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.U.S.

Required Provisions. (a) The Bank may terminate Executive’s employment at any time, but any termination by the Board other than termination for Cause shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination for Cause. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s 's affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3ss.1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1ss.1818(g)(1)] of the Federal Deposit Insurance Act (the "FDI Act"), the Bank’s 's obligations under this contract Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (cb) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s 's affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4ss.1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1ss.1818(g)(1)] of the Federal Deposit Insurance FDI Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (dc) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1ss.1813(x)] (1) of the Federal Deposit Insurance FDI Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (ed) All obligations under this Agreement contract shall be terminated, except to the extent determined that continuation of the contract this Agreement is necessary for the continued operation of the Bank, (i) by either the Office Director of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) OTS or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(css.1823(c)] of the Federal Deposit Insurance FDI Act; or (ii) by the Regulator Director or his or her designee at the time the Regulator Director or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (fe) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance FDI Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

Required Provisions. In the event any of the foregoing provisions of this Section 15 are in conflict with the terms of this Agreement, this Section 15 shall prevail. (a) The Bank may terminate Executive’s 's employment at any time, but any termination by the Board Bank, other than termination Termination for Cause Cause, shall not prejudice Executive’s 's right to compensation or other benefits under this Agreement. Executive shall not have no the right to receive compensation or other benefits for any period after termination Termination for CauseCause as defined in Section 7 hereinabove. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s 's affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. (S)1818(e)(3) or (g)(1); the Bank’s Bank 's obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion discretion: (i) pay Executive all or part of the compensation withheld while its their contract obligations were suspended suspended; and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s 's affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. (S)1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. (S)1813(x) (1) all obligations of the Bank under this Agreement contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations of the Bank under this Agreement contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, institution: (i) by either the Office Director of the Comptroller of OTS (or his designee), the Currency FDIC or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) or his or her designeeResolution Trust Corporation, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act, 12 U.S.C. (S)1823(c); or (ii) by the Regulator Director of the OTS (or his or her designee designee) at the time the Regulator Director (or his or her designee designee) approves a supervisory merger to resolve problems related to operation the operations of the Bank or when the Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any Any payments made to Executive by the Bank or the Company, whether pursuant to this Agreement Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), ) and the 12 C.F.R. Section 545.121 and any rules and regulations promulgated thereunder in 12 C.F.R. Part 359thereunder.

Required Provisions. (a) The Bank may terminate the Executive’s employment at any time, but any termination by the Board other than termination for Cause . The Executive shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall have no the right to receive compensation or other benefits for any period after termination Termination for CauseCause as defined in Section 2(c) hereinabove. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance ActAct (12 USC §1818(e)(3) and §1818(g)(1)), the Bank’s obligations under this contract shall be suspended as of the date of service, service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(18g(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance ActAct (12 USC §1818(e) and §1818(g)(1)), all obligations of the Bank under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [of the Federal Deposit Insurance Act (12 USC §1813(x)(1)] of the Federal Deposit Insurance Act), all obligations of the Bank under this Agreement contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations of the Bank under this Agreement contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, (i) Bank by either the Director of the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System Thrift Supervision (collectively, the “RegulatorOTS”) or his or her designee, designee at the time (i) the FDIC Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [of the Federal Deposit Insurance Act (12 USC §1823(c)] of the Federal Deposit Insurance Act); or (ii) by the Regulator Director of the OTS or his or her designee at the time the Regulator or his or her designee approves a supervisory merger to resolve problems related to the operation of the Bank or when the Bank is determined by the Regulator Director of the OTS to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

Required Provisions. (a) The Bank may terminate Executive’s the Employee's employment at any time, but any termination by the Board Bank, other than termination Termination for Cause Cause, shall not prejudice Executive’s Employee's right to compensation or other benefits under this Agreement. Executive Employee shall not have no the right to receive compensation or other benefits for any period after termination Termination for CauseCause as defined in Section 8 hereinabove. (b) If Executive the Employee is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s 's affairs by a notice served under Section 8(e)(3) [(12 USC §1818(e)(3)] ) or 8(g)(18(g) [(12 USC §1818(g)(11818(g)] ) of the Federal Deposit Insurance Act, as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, the Bank’s 's obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (iI) pay Executive the Employee all or part of the compensation withheld while its their contract obligations were suspended and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) If Executive the Employee is removed and/or permanently prohibited from participating in the conduct of the Bank’s 's affairs by an order issued under Section 8(e)(48(e) [(12 USC §1818(e)(41818(e)] ) or 8(g)(18(g) [(12 USC §1818(g)(11818(g)] ) of the Federal Deposit Insurance Act, as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, all obligations of the Bank under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(13(x) [(12 USC §1813(x)(1)] ) of the Federal Deposit Insurance Act, as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, all obligations of the Bank under this Agreement contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations of the Bank under this Agreement contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bankinstitution, (iI) by either the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) or his or her designeeDeposit Insurance Corporation, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [(12 USC §1823(c)] ) of the Federal Deposit Insurance Act, as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989; or (ii) by the Regulator or his or her designee Office of Thrift Supervision ("OTS") at the time the Regulator OTS or his or her designee its District Director approves a supervisory merger to resolve problems related to operation the operations of the Bank or when the Bank is determined by the Regulator OTS or FDIC to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

Required Provisions. (a) The Bank may terminate Executive’s 's employment at any time, but any termination by the Board Bank, other than termination Termination for Cause Cause, shall not prejudice Executive’s 's right to compensation or other benefits under this Agreement. Executive shall not have no the right to receive compensation or other benefits for any period after termination Termination for CauseCause as defined in Section 8 herein. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s 's affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance ActAct ("FDIA") (12 U.S.C. 1818(e)(3) and (g)(1)), the Bank’s 's obligations under this contract the Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may may, in its discretion discretion, (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which that were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s 's affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance ActFDIA (12 U.S.C. 1818(e)(4) or (g)(1)), all obligations of the Bank under this the Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default (as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance ActFDIA), all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, terminated (except to the extent determined that continuation of the contract Agreement is necessary for the continued operation of the Bank, ): (i) by either the Director of the Office of Thrift Supervision (the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”"Director") or his or her designee, designee at the time the FDIC Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; FDIA or (ii) by the Regulator Director, or his or her designee at the time the Regulator Director or his or her such designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any Any payments made to Executive by the Bank or the Company, whether pursuant to this Agreement Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), (S)1828(k) and the any regulations promulgated thereunder in 12 C.F.R. Part 359thereunder.

Required Provisions. (a) The Bank may terminate Executive’s 's employment at any time, but any termination by the Board other than termination Termination for Just Cause as defined in Section 5 hereof shall not prejudice Executive’s 's right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination Termination for Cause. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s 's affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3ss.1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1ss.1818(g)(1)] of the Federal Deposit Insurance Act (the "FDI Act"), the Bank’s 's obligations under this contract Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s 's affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4ss.1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1ss.1818(g)(1)] of the Federal Deposit Insurance FDI Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1ss.1813(x)] (1) of the Federal Deposit Insurance FDI Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract this Agreement is necessary for the continued operation of the Bank, (i) by either the Office Director of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) OTS or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(css.1823(c)] of the Federal Deposit Insurance FDI Act; or (ii) by the Regulator Director or his or her designee at the time the Regulator Director or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the CompanyBank, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance FDI Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

Required Provisions. (a) The Bank may terminate Executive’s employment at any time, but any termination by the Board other than termination for Just Cause shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination for Just Cause. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, the Bank’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, (i) by either the Office Director of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) OTS or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; or (ii) by the Regulator Director or his or her designee at the time the Regulator Director or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

Required Provisions. (a) In the event any of the foregoing provisions of this Section 26 are in conflict with the terms of this Agreement, this Section 26 shall prevail. a. The Bank may terminate Executive’s employment at any time, but any termination by the Board Bank, other than termination Termination for Cause Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have no the right to receive compensation or other benefits for any period after termination Termination for CauseCause as defined in Section 7 of this Agreement. (b) b. If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Sec. 1818(e)(3) or (g)(1); the Bank’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion discretion: (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended suspended; and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) c. If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Sec. 1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) d. If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Sec. 1813(x)(1), all obligations of the Bank under this Agreement contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) e. All obligations of the Bank under this Agreement contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, institution: (i) by either the Office Director of the Comptroller of OTS (or his designee), the Currency FDIC or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) or his or her designeeResolution Trust Corporation, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act, 12 U.S.C. Sec. 1823(c); or (ii) by the Regulator Director of the OTS (or his or her designee designee) at the time the Regulator Director (or his or her designee designee) approves a supervisory merger to resolve problems related to operation the operations of the Bank or when the Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any f. Any payments made to Executive by the Bank or the Company, whether pursuant to this Agreement Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), Sec.1828(k) and the 12 C.F.R. Sec. 545.121 and any rules and regulations promulgated thereunder in 12 C.F.R. Part 359thereunder.

Required Provisions. In the event any of the provisions of this Section 17 are in conflict with the other terms of this Agreement, this Section 17 shall prevail. (a) The Bank Bank’s board of directors may terminate Executive’s employment at any time, but any termination by the Board Bank, other than termination Termination for Cause Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have no the right to receive compensation or other benefits for any period after termination Termination for CauseCause as defined in Section 2(b) above. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(3) or (g)(1); the Bank’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion discretion: (i) pay Executive all or part of the compensation withheld while its their contract obligations were suspended suspended; and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1813(x)(1) all obligations of the Bank under this Agreement contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, : (i) by either the Office Director of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System OTS (collectively, the “Regulator”) or his or her designee), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act, 12 U.S.C. §1823(c); or (ii) by the Regulator Director of the OTS (or his or her designee designee) at the time the Regulator Director (or his or her designee designee) approves a supervisory merger to resolve problems related to operation the operations of the Bank or when the Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained Any payments made to the contrary, any payments to Executive by the Bank or the Company, whether employees pursuant to this Agreement Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section §1828(k), ) and the regulations promulgated thereunder in FDIC regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

Required Provisions. (a) The Bank may terminate Executive’s 's employment at any time, but any termination by the Board Bank other than termination Termination for Just Cause as defined in Section 5 hereof shall not prejudice Executive’s 's right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination Termination for Cause. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s 's affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3ss.1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1ss.1818(g)(1)] of the Federal Deposit Insurance Act (the "FDI Act"), the Bank’s 's obligations under this contract Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s 's affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4ss.1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1ss.1818(g)(1)] of the Federal Deposit Insurance FDI Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1ss.1813(x)] (1) of the Federal Deposit Insurance FDI Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract this Agreement is necessary for the continued operation of the Bank, (i) by either the Office Director of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) OTS or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(css.1823(c)] of the Federal Deposit Insurance FDI Act; or (ii) by the Regulator Director or his or her designee at the time the Regulator Director or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance FDI Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

Required Provisions. (a) The Bank may terminate Executive’s employment at any time, but any termination by the Board other than termination Termination for Just Cause as defined in Section 5 hereof shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination Termination for Cause. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act (the “FDI Act”), the Bank’s obligations under this contract Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance FDI Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance FDI Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract this Agreement is necessary for the continued operation of the Bank, (i) by either the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) OCC or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance FDI Act; or (ii) by the Regulator Comptroller or his or her designee at the time the Regulator Director or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Regulator Comptroller to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the CompanyBank, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance FDI Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.. Table of Contents

Required Provisions. In the event any of the provisions of this Section 23 are in conflict with the other terms of this Agreement, this Section 23 shall prevail. (a) The Bank Company’s board of directors may terminate Executive’s employment at any time, but any termination by the Board Company, other than termination for Cause Just Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have no the right to receive compensation or other benefits for any period after termination for CauseCause as defined in Section 7 of this Agreement. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the BankCompany’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(3) or (g)(1); the BankCompany’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank Company may in its discretion discretion: (i) pay Executive all or part of the compensation withheld while its their contract obligations were suspended suspended; and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the BankCompany’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(4) or (g)(1), all obligations of the Bank Company under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank Company is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1813(x)(1) all obligations of the Bank Company under this Agreement contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, Company: (i) by either the Office Director of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System OTS (collectively, the “Regulator”) or his or her designee), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank Company under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act, 12 U.S.C. §1823(c); or (ii) by the Regulator or his Director of the OTS (or her designee designee) at the time the Regulator or his Director (or her designee designee) approves a supervisory merger to resolve problems related to operation the operations of the Bank Company or when the Bank Company is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained Any payments made to the contrary, any payments to Executive by the Bank or the Company, whether employees pursuant to this Agreement Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section §1828(k), ) and the regulations promulgated thereunder in FDIC regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

Required Provisions. (a) The Bank Association may terminate Executive’s employment at any time, but any termination by the Board other than termination for Cause shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination for Cause. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the BankAssociation’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, the BankAssociation’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank Association may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the BankAssociation’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank Association under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank Association is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank Association under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the BankAssociation, (i) by either the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank Association under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; or (ii) by the Regulator or his or her designee at the time the Regulator or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank Association or when the Bank Association is determined by the Regulator to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank Association or the Company, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

Required Provisions. (a) The Bank may terminate Executive’s employment at any time, but any termination by the Bank’s Board other than termination Termination for Cause as defined in Section 8 hereof shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination Termination for Cause. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, the Bank’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, (i) by either the Office Director of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) OTS or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; or (ii) by the Regulator Director or his or her designee at the time the Regulator Director or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

Required Provisions. (a) The Bank may terminate the Executive’s employment at any time, but any termination by the Board of Directors other than termination for Cause shall not prejudice the Executive’s right to compensation or other benefits under this Agreement. The Executive shall have no right to receive compensation or other benefits for any period after termination for Cause. (b) If the Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, the Bank’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay the Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If the Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, (i) by either the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; or (ii) by the Regulator or his or her designee at the time the Regulator or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Regulator to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to the Executive by the Bank or the Company, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

Required Provisions. In the event any of the provisions of this Section 16 are in conflict with the other terms of this Agreement, this Section 16 shall prevail. (a) The Bank Bank's board of directors may terminate Executive’s 's employment at any time, but any termination by the Board Bank, other than termination for Cause Just Cause, shall not prejudice Executive’s 's right to compensation or other benefits under this Agreement. Executive shall not have no the right to receive compensation or other benefits for any period after termination for CauseCause as defined in Section 2(c) of this Agreement. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s 's affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. ss.1818(e)(3) or (g)(1); the Bank’s 's obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion discretion: (i) pay Executive all or part of the compensation withheld while its their contract obligations were suspended suspended; and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s 's affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. ss.1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. ss.1813(x) (1) all obligations of the Bank under this Agreement contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, : (i) by either the Office Director of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System OTS (collectively, the “Regulator”) or his or her designee), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act, 12 U.S.C. ss.1823(c); or (ii) by the Regulator Director of the OTS (or his or her designee designee) at the time the Regulator Director (or his or her designee designee) approves a supervisory merger to resolve problems related to operation the operations of the Bank or when the Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained Any payments made to the contrary, any payments to Executive by the Bank or the Company, whether employees pursuant to this Agreement Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), ss.1828(k) and the regulations promulgated thereunder in FDIC regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

Required Provisions. (a) In the event any of the foregoing provisions of this Section 26 are in conflict with the terms of this Agreement, this Section 26 shall prevail. a. The Bank may terminate Executive’s employment at any time, but any termination by the Board Bank, other than termination for Cause Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have no the right to receive compensation or other benefits for any period after termination for CauseCause as defined in Section 7 of this Agreement. (b) b. If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3) or (g)(1); the Bank’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may may, in its discretion discretion: (i) pay Executive all or part of the compensation withheld while its their contract obligations were suspended suspended; and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) c. If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) d. If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all obligations of the Bank under this Agreement contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) e. All obligations of the Bank under this Agreement contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, institution: (i) by either the Office Director of the Comptroller of OTS (or his designee), the Currency FDIC or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) or his or her designeeResolution Trust Corporation, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1823(c); or (ii) by the Regulator Director of the OTS (or his or her designee designee) at the time the Regulator Director (or his or her designee designee) approves a supervisory merger to resolve problems related to operation the operations of the Bank or when the Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any f. Any payments made to Executive by the Bank or the Company, whether pursuant to this Agreement Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), ) and the 12 C.F.R. Section 545.121 and any rules and regulations promulgated thereunder in 12 C.F.R. Part 359thereunder.

Required Provisions. (a) In the event any of the foregoing provisions of this Agreement conflict with the terms of this Section 26, this Section 26 shall prevail. a. The Bank Bank’s board of directors may terminate Executive’s employment at any time, but any termination by the Board Bank, other than termination for Cause Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have no the right to receive compensation or other benefits for any period after termination for CauseCause as defined in Section 11(d) of this Agreement. (b) b. If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3) or (g)(1), the Bank’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may may, in its discretion discretion: (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended suspended; and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) c. If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) d. If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all obligations of the Bank under this Agreement contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) e. All obligations under this Agreement contract shall be terminatedterminate, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, institution: (i) by either the Director of the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System Thrift Supervision (collectivelyOTS), the “Regulator”) or his or her designee, at the time the FDIC Federal Deposit Insurance Corporation (FDIC) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; , 12 U.S.C. Section 1823(c), or (ii) by the Regulator Director of the OTS (or his or her designee designee) at the time the Regulator Director (or his or her designee designee) approves a supervisory merger to resolve problems related to operation the operations of the Bank or when the Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any f. Any payments made to Executive by the Bank or the Company, whether pursuant to this Agreement Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), ) and the regulations promulgated thereunder in FDIC Regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

Required Provisions. (a) The Bank Association may terminate Executive’s employment at any time, but any termination by the Board other than termination for Cause shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination for Cause. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the BankAssociation’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, the BankAssociation’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank Association may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the BankAssociation’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank Association under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank Association is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank Association under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the BankAssociation, (i) by either the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank Association under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; or (ii) by the Regulator Director or his or her designee at the time the Regulator Director or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank Association or when the Bank Association is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank Association or the Company, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

Required Provisions. In the event any of the foregoing provisions of this Section 23 are in conflict with the terms of this Agreement, this Section 23 shall prevail. (a) The Bank Boards of Directors may terminate Executive’s employment at any time, but any termination by the Board Bank or the Company, other than termination for Cause Just Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have no the right to receive compensation or other benefits for any period after termination for CauseJust Cause as defined in this Agreement. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs of the Bank by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(3) or (g)(1); the Bank’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion discretion: (i) pay Executive all or part of the compensation withheld while its their contract obligations were suspended suspended; and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1813(x)(1) all obligations of the Bank under this Agreement contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, : (i) by either the Office Director of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System OTS (collectively, the “Regulator”) or his or her designee, ) at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act, 12 U.S.C. §1823(c); or (ii) by the Regulator Director of the OTS (or his or her designee designee) at the time the Regulator Director (or his or her designee designee) approves a supervisory merger to resolve problems related to operation the operations of the Bank or when the Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained Any payments made to the contrary, any payments to Executive by the Bank or the Company, whether employees pursuant to this Agreement Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section §1828(k), ) and the regulations promulgated thereunder in FDIC regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

Required Provisions. (a) The Bank Bank's Board may terminate Executive’s 's employment at any time, but any termination by the Bank's Board other than termination Termination for Cause as defined in Section 8 hereof shall not prejudice Executive’s 's right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination Termination for Cause. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s 's affairs by a notice served under Section 8(e)(3) [(12 USC §1818(e)(3U.S.C. ss.1818(e)(3)] ) or 8(g)(1) [(12 USC §1818(g)(1U.S.C. ss.1818(g)(1)] ) of the Federal Deposit Insurance Act, the Bank’s 's obligations under this contract Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract Agreement obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s 's affairs by an order issued under Section 8(e)(4) [(12 USC §1818(e)(4U.S.C. ss.1818(e)(4)] ) or 8(g)(1) [(12 USC §1818(g)(1U.S.C. ss.1818(g)(1)] ) of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [(12 USC §1813(x)(1U.S.C. ss.1813(x)(1)] ) of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, (i) by either the Office Director of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) OTS or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [(12 USC §1823(cU.S.C. ss.1823(c)] ) of the Federal Deposit Insurance Act; or (ii) by the Regulator Director or his or her designee at the time the Regulator Director or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

Required Provisions. (a) The Bank Bank’s Board may terminate Executive’s employment at any time, but any termination by the Bank’s Board other than termination Termination for Cause as defined in Section 8 hereof shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination Termination for Cause. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [(12 USC U.S.C. §1818(e)(3)] ) or 8(g)(1) [(12 USC U.S.C. §1818(g)(1)] ) of the Federal Deposit Insurance Act, the Bank’s obligations under this contract Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract Agreement obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [(12 USC U.S.C. §1818(e)(4)] ) or 8(g)(1) [(12 USC U.S.C. §1818(g)(1)] ) of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [(12 USC U.S.C. §1813(x)(1)] ) of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, : (i) by either the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) OCC or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [(12 USC U.S.C. §1823(c)] ) of the Federal Deposit Insurance Act; or (ii) by the Regulator Comptroller or his or her designee at the time the Regulator Comptroller or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Regulator Comptroller to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

Required Provisions. In the event any of the provisions of this Section 23 are in conflict with the other terms of this Agreement, this Section 23 shall prevail. (a) The Bank Company's board of directors may terminate Executive’s 's employment at any time, but any termination by the Board Company, other than termination for Cause Just Cause, shall not prejudice Executive’s 's right to compensation or other benefits under this Agreement. Executive shall not have no the right to receive compensation or other benefits for any period after termination for CauseCause as defined in Section 7 of this Agreement. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s Company's affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. ss.1818(e)(3) or (g)(1); the Bank’s Company's obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank Company may in its discretion discretion: (i) pay Executive all or part of the compensation withheld while its their contract obligations were suspended suspended; and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s Company's affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. ss.1818(e)(4) or (g)(1), all obligations of the Bank Company under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank Company is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. ss.1813(x) (1) all obligations of the Bank Company under this Agreement contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, Company: (i) by either the Office Director of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System OTS (collectively, the “Regulator”) or his or her designee), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank Company under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act, 12 U.S.C. ss.1823(c); or (ii) by the Regulator Director of the OTS (or his or her designee designee) at the time the Regulator Director (or his or her designee designee) approves a supervisory merger to resolve problems related to operation the operations of the Bank Company or when the Bank Company is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained Any payments made to the contrary, any payments to Executive by the Bank or the Company, whether employees pursuant to this Agreement Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), ss.1828(k) and the regulations promulgated thereunder in FDIC regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

Required Provisions. In the event any of the provisions of this Section 21 are in conflict with the other terms of this Agreement, this Section 21 shall prevail. (a) The Bank may terminate the Executive’s employment at any time, but any termination by the Board Bank, other than termination for Cause Cause, shall not prejudice the Executive’s right to receive compensation or other benefits under this Agreement. The Executive shall not have no the right to receive compensation or other benefits for any period after termination for Cause. (b) If the Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(3) or (g)(1); the Bank’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion discretion: (i) pay the Executive all or part of the compensation withheld while its contract obligations were suspended suspended; and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) If the Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1813(x)(1) all obligations of the Bank under this Agreement contract shall terminate as of the date of default, but this paragraph subsection shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except Any payments made to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, (i) by either the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; or (ii) by the Regulator or his or her designee at the time the Regulator or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Regulator to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section §1828(k), ) and the regulations promulgated thereunder in FDIC regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

Required Provisions. (a) The Bank may terminate Executive’s 's employment at any time, but any termination by the Board Bank other than termination Termination for Just Cause as defined in Section 5 hereof shall not prejudice Executive’s 's right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination Termination for Cause. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s 's affairs by a notice served under Section 8(e)(3) [12 USC §Section 1818(e)(3)] or 8(g)(1) [12 USC §Section 1818(g)(1)] of the Federal Deposit Insurance Act (the "FDI Act"), the Bank’s 's obligations under this contract Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s 's affairs by an order issued under Section 8(e)(4) [12 USC §Section 1818(e)(4)] or 8(g)(1) [12 USC §Section 1818(g)(1)] of the Federal Deposit Insurance FDI Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §Section 1813(x)(1)] of the Federal Deposit Insurance FDI Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract this Agreement is necessary for the continued operation of the Bank, (i) by either the Office Director of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) OTS or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §Section 1823(c)] of the Federal Deposit Insurance FDI Act; or (ii) by the Regulator Director or his or her designee at the time the Regulator Director or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance FDI Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

Required Provisions. (a) The Bank may terminate the Executive’s 's employment at any time, but any termination by the Board other than termination for Cause shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have no the right to receive compensation or other benefits for any period after termination Termination for CauseCause as defined in Section 2(c) hereinabove. (b) If the Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s 's affairs by a notice served under Section 8(e)(3) [(12 USC §1818(e)(3(S)1818(e)(3)] ) or 8(g)(18(g) [(12 USC §1818(g)(1(S)1818(g)] ) of the Federal Deposit Insurance Act, as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, the Bank’s 's obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay the Executive all or part of the compensation withheld while its their contract obligations were suspended and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) If the Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s 's affairs by an order issued under Section 8(e)(48(e) [(12 USC §1818(e)(4(S)1818(e)] ) or 8(g)(18(g) [(12 USC §1818(g)(1(S)1818(g)] ) of the Federal Deposit Insurance Act, as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, all obligations of the Bank under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(13(x) [(12 USC §1813(x)(1(S)1813(x)(1)] ) of the Federal Deposit Insurance Act, as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, all obligations of the Bank under this Agreement contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations of the Bank under this Agreement contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, (i) by either the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System Deposit Insurance Corporation (collectively, the “Regulator”) or his or her designee"FDIC"), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [(12 USC §1823(c(S)1823(c)] ) of the Federal Deposit Insurance Act, as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989; or (ii) by the Regulator or his or her designee at the time the Regulator or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Regulator FDIC to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

Required Provisions. In the event any of the foregoing provisions of this Agreement conflict with the terms of this Section 8.10, this Section 8.10 shall prevail. (a) The Bank Bank’s board of directors may terminate the Executive’s employment at any time, but any termination by the Board Bank, other than termination for Cause Cause, shall not prejudice the Executive’s right to compensation or other benefits under this Agreement. The Executive shall not have no the right to receive compensation or other benefits for any period after termination for CauseCause as defined in Section 3.2 of this Agreement. (b) If the Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3) or (g)(1), the Bank’s obligations under this contract Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may may, in its discretion discretion: (i) pay the Executive all or part of the compensation withheld while its contract obligations were suspended suspended; and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) If the Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all obligations of the Bank Bank’s obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined a determination is made that continuation of the contract is necessary for the continued operation of the Bank, Bank (i1) by either the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectivelyCurrency, the “Regulator”) or his or her designeedesignee (the “Comptroller”), at the time the FDIC Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance ActFDIA; or (ii2) by the Regulator or his or her designee Comptroller, at the time the Regulator or his or her designee Comptroller approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Regulator Comptroller to be in an unsafe or and unsound condition. Any rights of the parties Executive that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained Any payments made to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement Agreement, or otherwise, are subject to to, and conditioned upon upon, their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), ) and the regulations promulgated thereunder in FDIC Regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

Required Provisions. (a) The Bank Bank’s Board may terminate Executive’s employment at any time, but any termination by the Bank’s Board other than termination Termination for Cause as defined in Section 8 hereof shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination Termination for Cause. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [(12 USC U.S.C. §1818(e)(3)] ) or 8(g)(1) [(12 USC U.S.C. §1818(g)(1)] ) of the Federal Deposit Insurance Act, the Bank’s obligations under this contract Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract Agreement obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [(12 USC U.S.C. §1818(e)(4)] ) or 8(g)(1) [(12 USC U.S.C. §1818(g)(1)] ) of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [(12 USC U.S.C. §1813(x)(1)] ) of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, (i) by either the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) OCC or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [(12 USC U.S.C. §1823(c)] ) of the Federal Deposit Insurance Act; or (ii) by the Regulator Comptroller or his or her designee at the time the Regulator Comptroller or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Regulator Comptroller to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.