Common use of Required Provisions Clause in Contracts

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’s Board of Directors may terminate Executive’s employment at any time, but any termination by the Bank, other than termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause as defined in Section 10(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) or 8(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 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 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) or 8(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) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all 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 terminate, except to the extent determined that continuation of the Agreement is necessary for the continued operation of the institution: (i) by the Director of the Office of Thrift Supervision (OTS), or his designee, at the time the 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 U.S.C. Section 1823(c), or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and 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 26 17, this Section 26 17 shall prevail. a. (a) The Bank’s Board of Directors may terminate the Executive’s employment at any time, but any termination by the Bank, other than termination for Cause, shall not prejudice the Executive’s right to compensation or other benefits under this Agreement. The Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause as defined in Section 10(d1(d) of this Agreement. b. (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) or 8(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 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 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 the obligations which were suspended. c. (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) or 8(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) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all 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. (e) All obligations under this Agreement shall terminate, except to the extent determined that continuation of the Agreement is necessary for the continued operation of the institution: (i) by the Director of the Office of Thrift Supervision (OTS), or his designee, at the time the 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 U.S.C. Section 1823(c), or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. (f) Any payments made to the Executive pursuant to this Agreement, or otherwise, are subject to to, and conditioned upon upon, their compliance with 12 U.S.C. Section 1828(k) and 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 Section 23 are in conflict with the other terms of this Section 26 Agreement, this Section 26 23 shall prevail. a. (a) The BankCompany’s Board board of Directors directors may terminate Executive’s employment at any time, but any termination by the BankCompany, other than termination for Just Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause as defined in Section 10(d) 7 of this Agreement. b. (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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section §1818(e)(3) or (g)(1), ; the BankCompany’s obligations under this Agreement 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, Company may in its discretion: (i) pay 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 the obligations which were suspended. c. (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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section §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. (d) If the Bank Company is in default as defined in Section 3(x)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section §1813(x)(1), ) all obligations of the 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. (e) All obligations under this Agreement contract shall terminatebe terminated, except to the extent determined a determination is made that continuation of the Agreement contract is necessary for the continued operation of the institution: Bank (i) by the Director director of the Office of Thrift Supervision the Comptroller of the Currency (OTSthe “OCC”) or her or her designee (the “Director”), or his designee, at the time the Federal Deposit Insurance Corporation (FDIC) OCC 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 U.S.C. Section 1823(c), ; or (ii) by the Director of the OTS (or his designee) Director, at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. (f) Any payments made to Executive employees pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section §1828(k) and FDIC Regulation 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 Section 23 are in conflict with the terms of this Section 26 Agreement, this Section 26 23 shall prevail. a. (a) The Bank’s Board Boards of Directors may terminate Executive’s employment at any time, but any termination by the BankBank or the Company, other than termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause 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 of the Bank by a notice served under Section 8(e)(3) or 8(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 Agreement 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: (i) pay 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 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) or 8(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) 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 terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institutionBank: (i) by the Director of the Office of Thrift Supervision OTS (OTS), or his designee, ) at the time the Federal Deposit Insurance Corporation (FDIC) 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 U.S.C. Section §1823(c), ; or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. (f) Any payments made to Executive employees pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section §1828(k) and FDIC Regulation regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

Required Provisions. In Notwithstanding anything herein contained to the event any of contrary, the foregoing following provisions of this Agreement conflict with the terms of this Section 26 this Section 26 shall prevail.apply: a. (a) The Bank’s Board of Directors may terminate Executive’s employment at any time, but any termination by the Bank, ’s Board other than termination for Cause, Cause shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the no right to receive compensation or other benefits under this Agreement for any period after Executive’s termination for Cause as defined in Section 10(d) of this AgreementCause. 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 U.S.C. §1818(e)(3)] or 8(g)(1) [12 U.S.C. §1818(g)(1)] of the Federal Deposit Insurance Act (the “FDI Act, 12 U.S.C. Section 1818(e)(3) or (g)(1”), the Bank’s obligations under this 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: (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 the its 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 U.S.C. §1818(e)(4)] or 8(g)(1) [12 U.S.C. §1818(g)(1)] of the Federal Deposit Insurance FDI 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 U.S.C. §1813(x)(1)] of the Federal Deposit Insurance FDI 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 terminatebe terminated, except to the extent determined that continuation of the this Agreement is necessary for the continued operation of the institution: Bank, (i) by the Director Comptroller of the Office of Thrift Supervision (OTS), the Comptroller of the Currency or his or her designee, at the time the Federal Deposit Insurance Corporation (FDIC) FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 U.S.C. §1823(c)] of the Federal Deposit Insurance FDI Act, 12 U.S.C. Section 1823(c), ; or (ii) by the Director of the OTS (Comptroller or his designee) or her designee at the time the Director (Comptroller or his designee) or her designee approves a supervisory merger to resolve problems related to the operations operation of the Bank or when the Bank is determined by the Director 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. Any (f) Notwithstanding anything herein contained to the contrary, any payments made to Executive by 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 FDIC Regulation 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)), Golden Parachute Executive’s employment shall not be deemed to have been terminated unless and Indemnification Paymentsuntil 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 foregoing provisions of this Agreement conflict with the terms of this Section 26 8.10, this Section 26 8.10 shall prevail. a. (a) The Bank’s Board board of Directors directors may terminate the Executive’s employment at any time, but any termination by the Bank, other than termination for Cause, shall not prejudice the Executive’s right to compensation or other benefits under this Agreement. The Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause as defined in Section 10(d) 3.2 of this Agreement. b. (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) or 8(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 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 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 the obligations which were suspended. c. (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) or 8(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) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all of the 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. (e) All obligations under this Agreement shall terminate, except to the extent determined that continuation of the Agreement is necessary for the continued operation of the institution: (i) by the Director of the Office of Thrift Supervision (OTS), or his designee, at the time the 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 U.S.C. Section 1823(c), or (ii) by the Director of the OTS (or his designee) at the time the Director of the OTS (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. (f) Any payments made to the Executive pursuant to this Agreement, or otherwise, are subject to to, and conditioned upon upon, their compliance with 12 U.S.C. Section 1828(k) and 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 Section 26 are in conflict with the terms of this Section 26 Agreement, this Section 26 shall prevail. a. The Bank’s Board of Directors Bank may terminate Executive’s 's employment at any time, but any termination by the Bank, other than termination for Cause, shall not prejudice Executive’s 's right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause as defined in Section 10(d) 7 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) or 8(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 Agreement 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 their contract obligations were suspended; and (ii) reinstate (in whole or in part) any of 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) or 8(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) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all 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 terminate, except to the extent determined that continuation of the Agreement is necessary for the continued operation of the institution: (i) by the Director of the Office of Thrift Supervision (OTS), or his designee, at the time the 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 U.S.C. Section 1823(c), or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and FDIC Regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.U.S.

Required Provisions. In the event any of the foregoing provisions of this Agreement conflict with the terms of this Section 26 8.10, this Section 26 8.10 shall prevail. a. (a) The Bank’s Board of Directors may terminate the Executive’s employment at any time, but any termination by the Bank, other than termination for Cause, shall not prejudice the Executive’s right to compensation or other benefits under this Agreement. The Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause as defined in Section 10(d) 3.2 of this Agreement. b. (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) or 8(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 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 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 the obligations which were suspended. c. (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) or 8(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) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all of the 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. (e) All obligations under this Agreement shall terminate, except to the extent determined that continuation of the Agreement is necessary for the continued operation of the institution: (i) by the Director of the Office of Thrift Supervision (OTS), or his designee, at the time the 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 U.S.C. Section 1823(c), or (ii) by the Director of the OTS (or his designee) at the time the Director of the OTS (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. (f) Any payments made to the Executive pursuant to this Agreement, or otherwise, are subject to to, and conditioned upon upon, their compliance with 12 U.S.C. Section 1828(k) and 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 Section 23 are in conflict with the terms of this Section 26 Agreement, this Section 26 23 shall prevail. a. (a) The Bank’s Board Boards of Directors may terminate Executive’s employment at any time, but any termination by the BankBank or the Company, other than termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause 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 of the Bank by a notice served under Section 8(e)(38(e) (3) or 8(g)(18(g) (1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3§1818(e) (3) or (g)(1g) (1), ; the Bank’s obligations under this Agreement 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: (i) pay 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 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)(48(e) (4) or 8(g)(18(g) (1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4§1818(e) (4) or (g)(1g) (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) 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 Section shall not affect any vested rights of the contracting parties. e. (e) All obligations under this Agreement contract shall terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institutionBank: (i) by the Director of the Office of Thrift Supervision OCC (OTS), or his designee, ) at the time the Federal Deposit Insurance Corporation (FDIC) 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 U.S.C. Section §1823(c), ; or (ii) by the Director of the OTS OCC (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. (f) Any payments made to Executive employees pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section §1828(k) and FDIC Regulation 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 26 26, this Section 26 shall prevail. a. The Bank’s Board board of Directors directors may terminate Executive’s employment at any time, but any termination by the Bank, other than termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause as defined in Section 10(d11(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) or 8(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 Agreement 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 their contract obligations were suspended; and (ii) reinstate (in whole or in part) any of 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) or 8(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) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all obligations 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 terminate, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institution: (i) by the Director of the Office of Thrift Supervision OTS (OTS), or his designee, ) at the time the Federal Deposit Insurance Corporation (FDIC) 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 U.S.C. Section 1823(c), or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and 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 Section 15 are in conflict with the terms of this Section 26 Agreement, this Section 26 15 shall prevail. a. (a) The Bank’s Board of Directors Bank may terminate Executive’s 's employment at any time, but any termination by the Bank, other than termination Termination for Cause, shall not prejudice Executive’s 's right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination Termination for Cause as defined in Section 10(d) of this Agreement7 hereinabove. 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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3ss.1818(e)(3) or (g)(1), ; the Bank’s Bank 's obligations under this Agreement 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: (i) pay 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 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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4ss.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) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1ss.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 terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institution: (i) by the Director of the Office of Thrift Supervision OTS (OTS), or his designee), the FDIC or the Resolution Trust Corporation, at the time the Federal Deposit Insurance Corporation (FDIC) 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 U.S.C. Section 1823(css.1823(c), ; or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. (f) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(kU.S.C.ss.1828(k) and FDIC Regulation 12 C.F.R. Part 359, Golden Parachute Section 545.121 and Indemnification Paymentsany rules and regulations promulgated thereunder.

Required Provisions. In the event any of the foregoing provisions of this Agreement conflict with the terms of this Section 26 25, this Section 26 25 shall prevail. a. The Bank’s Board of Directors may terminate Executive’s employment at any time, but any termination by the Bank, other than termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause as defined in Section 10(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) or 8(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 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 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) or 8(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) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all 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 terminate, except to the extent determined that continuation of the Agreement is necessary for the continued operation of the institution: (i) by the Director Comptroller of the Office of Thrift Supervision the Comptroller of the Currency (OTSOCC), or his or her designee, at the time the 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) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1823(c), or (ii) by the Director Controller of the OTS OCC (or his designee) at the time the Director Comptroller (or his or her designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the Director 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. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and 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 26 this Section 26 shall prevail. a. (a) The Bank’s Board of Directors Bank may terminate Executive’s 's employment at any time, but any termination by the Bank, other than termination Termination for Cause, shall not prejudice Executive’s 's right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination Termination for Cause as defined in Section 10(d) of this Agreement7 hereinabove. 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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3) or (g)(1), ; the Bank’s Bank 's obligations under this Agreement 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: (i) pay 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 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) or 8(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) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all 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 terminate, except to the extent determined that continuation of the Agreement is necessary for the continued operation of the institution: (i) by the Director of the Office of Thrift Supervision (OTS), or his designee, at the time the 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 U.S.C. Section 1823(c), or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and FDIC Regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.U.S.

Required Provisions. In the event any of the foregoing provisions of this Agreement Section 26 are in conflict with the terms of this Section 26 Agreement, this Section 26 shall prevail. a. The Bank’s Board board of Directors directors may terminate Executive’s employment at any time, but any termination by the Bank, other than termination Termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination Termination for Cause as defined in Section 10(d11(d) of this Agreementhereinabove. 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) or 8(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 Agreement 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: (i) i. pay 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 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) or 8(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) 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 under this Agreement contract shall terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institutionBank: (i) by the Director of the Office of Thrift Supervision OTS (OTS), or his designee), at the time the Federal Deposit Insurance Corporation (FDIC) 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 U.S.C. Section §1823(c), ; or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. Any payments made to Executive employees pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section §1828(k) and FDIC Regulation 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 Section 26 are in conflict with the terms of this Section 26 Agreement, this Section 26 shall prevail. a. The Bank’s Board board of Directors directors may terminate Executive’s employment at any time, but any termination by the Bank, other than termination Termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination Termination for Cause as defined in Section 10(d11(d) of this Agreementhereinabove. 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) or 8(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 Agreement 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: (i) pay 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 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) or 8(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) 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 under this Agreement contract shall terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institutionBank: (i) by the Director of the Office of Thrift Supervision OTS (OTS), or his designee), at the time the Federal Deposit Insurance Corporation (FDIC) 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 U.S.C. Section §1823(c), ; or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. Any payments made to Executive employees pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section §1828(k) and FDIC Regulation 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 26 this Section 26 shall prevail. a. (a) The Bank’s Board of Directors Association may terminate Executive’s 's employment at any time, but any termination by the BankAssociation, other than termination Termination for Cause, shall not prejudice Executive’s 's right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination Termination for Cause as defined in Section 10(d) of this Agreement7 hereinabove. b. (b) If 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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3ss.1818(e)(3) or (g)(1), ; the Bank’s Association's obligations under this Agreement 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, Association 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 the obligations which were suspended. c. (c) If 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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4ss.1818(e)(4) or (g)(1), 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. (d) If the Bank Association is in default as defined in Section 3(x)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1ss.1813(x), (1) all obligations of the 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. (e) All obligations of the Association under this Agreement contract shall terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institution: , (i) by the Director of the Office of Thrift Supervision OTS (OTS), or his designee) or the FDIC, at the time the Federal Deposit Insurance Corporation (FDIC) FDIC enters into an agreement to provide assistance to or on behalf of the Bank Association under the authority contained in Section 13(c) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1823(css.1823(c), ; or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank Association or when the Bank Association is determined by the 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. (f) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(kss.1828(k) and FDIC Regulation 12 C.F.R. Part 359, Golden Parachute ss.545.121 and Indemnification Paymentsany rules and regulations promulgated thereunder.

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. (a) The Bank’s Board of Directors may terminate Executive’s employment at any time, but any termination by the Bank, ’s Board other than termination for Cause, Cause shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the no right to receive compensation or other benefits for any period after his termination for Cause as defined in Section 10(d) of this AgreementCause. 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 U.S.C. §1818(e)(3)) or 8(g)(1) (12 U.S.C. §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 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 Agreement obligations were suspended; suspended and (ii) reinstate (in whole or in part) any of the its 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 U.S.C. §1818(e)(4)) or 8(g)(1) (12 U.S.C. §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 U.S.C. §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 terminatebe terminated, except to the extent determined that continuation of the this Agreement is necessary for the continued operation of the institutionBank: (i) by the Director Comptroller of the Office of Thrift Supervision the Comptroller of the Currency (OTS), the “OCC”) or his or her designee, at the time the 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 U.S.C. §1823(c)) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1823(c), ; or (ii) by the Director of the OTS (Comptroller or his designee) or her designee at the time the Director (Comptroller or his designee) or her designee approves a supervisory merger to resolve problems related to the operations operation of the Bank or when the Bank is determined by the Director 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. Any (f) Notwithstanding anything herein contained to the contrary, any payments made to Executive by 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 FDIC Regulation the regulations promulgated thereunder in 12 C.F.R. Part 359. (g) Notwithstanding anything else in this Agreement to the contrary, Golden Parachute Executive’s employment shall not be deemed to have been terminated unless and Indemnification Paymentsuntil 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. 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’s Board of Directors Bank may terminate Executive’s employment at any time, but any termination by the Bank, other than termination Termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination Termination for Cause as defined in Section 10(d) of this Agreement7 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) or 8(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 Agreement 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: (i) pay 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 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) or 8(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) 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 terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institution: (i) by the Director Secretary of the Office of Thrift Supervision Banking (OTSor his designee), or his designeethe FDIC, at the time the Federal Deposit Insurance Corporation (FDIC) 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 U.S.C. Section §1823(c), ; or (ii) by the Director Secretary of the OTS Banking (or his designee) at the time the Director Secretary of Banking (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the Director 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. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section § 1828(k) and FDIC Regulation ), 12 C.F.R. Part 359, Golden Parachute 359 and Indemnification Paymentsany rules and regulations promulgated thereunder.

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’s Board of Directors Bank or the Company may terminate Executive’s employment at any time, but any termination by the BankBank or the Company, other than termination Termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination Termination for Cause as defined in Section 10(d) of this Agreement7. 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) or 8(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 Agreement 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: (i) pay 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 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) or 8(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) 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 terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institution: (i) by the Director Secretary of the Office of Thrift Supervision Banking (OTSor his designee), or his designeethe FDIC, at the time the Federal Deposit Insurance Corporation (FDIC) 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 U.S.C. Section §1823(c), ; or (ii) by the Director Secretary of the OTS Banking (or his designee) at the time the Director Secretary of Banking (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the Director 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. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section § 1828(k) and FDIC Regulation ), 12 C.F.R. Part 359, Golden Parachute 359 and Indemnification Paymentsany rules and regulations promulgated thereunder.

Required Provisions. In the event any of the foregoing provisions of this Agreement conflict with the terms of this Section 26 8.10, this Section 26 8.10 shall prevail. a. (a) The BankAssociation’s Board of Directors may terminate the Executive’s employment at any time, but any termination by the BankAssociation, other than termination for Cause, shall not prejudice the Executive’s right to compensation or other benefits under this Agreement. The Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause as defined in Section 10(d) 3.2 of this Agreement. b. (b) If the 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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3) or (g)(1), the BankAssociation’s obligations under this 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 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 the obligations which were suspended. c. (c) If the 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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4) or (g)(1), 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. (d) If the Bank Association is in default as defined in Section 3(x)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all 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. (e) All obligations under this Agreement shall terminate, except to the extent determined that continuation of the Agreement is necessary for the continued operation of the institution: (i) by the Director of the Office of Thrift Supervision (OTS), or his designee, at the time the Federal Deposit Insurance Corporation (FDIC) enters into an agreement to provide assistance to or on behalf of the Bank Association under the authority contained in Section 13(c) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1823(c), or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank Association or when the Bank Association is determined by the 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. (f) Any payments made to the Executive pursuant to this Agreement, or otherwise, are subject to to, and conditioned upon upon, their compliance with 12 U.S.C. Section 1828(k) and 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 26 this Section 26 shall prevail. a. The Bank’s Board of Directors Bank may terminate Executive’s 's employment at any time, but any termination by the Bank, other than termination Termination for Cause, shall not prejudice Executive’s 's right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination Termination for Cause as defined in Section 10(d) of this Agreement7 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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3ss.1818(e)(3) or (g)(1), ; the Bank’s 's obligations under this Agreement 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: (i) pay 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 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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4ss.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) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1ss.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 terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institution: (i) by the Director Secretary of the Office of Thrift Supervision Banking (OTSor his designee), or his designeethe FDIC, at the time the Federal Deposit Insurance Corporation (FDIC) 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 U.S.C. Section 1823(css.1823(c), ; or (ii) by the Director Secretary of the OTS Banking (or his designee) at the time the Director Secretary of Banking (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the Director 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. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section ss. 1828(k) and FDIC Regulation ), 12 C.F.R. Part 359, Golden Parachute 359 and Indemnification Paymentsany rules and regulations promulgated thereunder.

Required Provisions. In the event any of the foregoing provisions of this Agreement conflict with the terms of this Section 26 8.11, this Section 26 8.11 shall prevail. a. (a) The Bank’s Board board of Directors directors of the Bank may terminate the Executive’s employment at any time, but any termination by the Bank, other than termination for Cause, shall not prejudice the Executive’s right to compensation or other benefits under this Agreement. The Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause as defined in Section 10(d) 3.2 of this Agreement. b. (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) or 8(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 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 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 the obligations which were suspended. c. (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) or 8(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) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all of the 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. (e) All obligations under this Agreement shall terminatebe terminated, except to the extent determined a determination is made that continuation of the Agreement contract is necessary for the continued operation of the institution: Employer (i1) by the Director Comptroller of the Office of Thrift Supervision (OTS)Currency, or his designeeor her designee (the “Comptroller”), at the time the Federal Deposit Insurance Corporation (FDIC) enters into an agreement to provide assistance to or on behalf of the Bank Employer under the authority contained in Section 13(c) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1823(c), FDIA; or (ii2) by the Director of the OTS (or his designee) Comptroller, at the time the Director (or his designee) Comptroller approves a supervisory merger to resolve problems related to the operations operation of the Bank Employer or when the Bank Employer is determined by the Director 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. (f) Any payments made to the Executive pursuant to this Agreement, or otherwise, are subject to to, and conditioned upon upon, their compliance with 12 U.S.C. Section 1828(k) and 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. 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. (a) The Bank’s Board of Directors Bank may terminate Executive’s employment at any time, but any termination by the Bank, other than termination Termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination Termination for Cause as defined in Section 10(d) of this Agreement7 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) or 8(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 Agreement 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: (i) pay 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 the obligations which were suspended. c. (c) If 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) or 8(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) 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 terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institution: (i) by the Director of the Office of Thrift Supervision OTS (OTSor his designee), or his designeethe FDIC, at the time the Federal Deposit Insurance Corporation (FDIC) 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 U.S.C. Section §1823(c), ; or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. (f) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section § 1828(k) and FDIC Regulation ), 12 C.F.R. Part 359, Golden Parachute 359 and Indemnification Payments12 C.F.R. § 545.121 and any rules and regulations promulgated thereunder.

Required Provisions. In the event any of the foregoing provisions of this Agreement Section 23 are in conflict with the other terms of this Section 26 Agreement, this Section 26 23 shall prevail. a. (a) The BankCompany’s Board board of Directors directors may terminate Executive’s employment at any time, but any termination by the BankCompany, other than termination for Just Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause as defined in Section 10(d) 7 of this Agreement. b. (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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section §1818(e)(3) or (g)(1), ; the BankCompany’s obligations under this Agreement 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, Company may in its discretion: (i) pay 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 the obligations which were suspended. c. (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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section §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. (d) If the Bank Company is in default as defined in Section 3(x)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section §1813(x)(1), ) all obligations of the 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. (e) All obligations under this Agreement contract shall terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institutionCompany: (i) by the Director of the Office of Thrift Supervision OTS (OTSor her designee), or his designee, at the time the Federal Deposit Insurance Corporation (FDIC) FDIC enters into an agreement to provide assistance to or on behalf of the Bank Company under the authority contained in Section 13(c) of the Federal Deposit Insurance Act, 12 U.S.C. Section §1823(c), ; or (ii) by the Director of the OTS (or his her designee) at the time the Director (or his her designee) approves a supervisory merger to resolve problems related to the operations of the Bank Company or when the Bank Company is determined by the 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. (f) Any payments made to Executive employees pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section §1828(k) and FDIC Regulation 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 Section 27 are in conflict with the terms of this Section 26 Agreement, this Section 26 27 shall prevail. a. The Bank’s Board of Directors Bank may terminate Executive’s 's employment at any time, but any termination by the Bank, other than termination for Cause, shall not prejudice Executive’s 's right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause as defined in Section 10(d) 7 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) or 8(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 Agreement 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 their contract obligations were suspended; and (ii) reinstate (in whole or in part) any of 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) or 8(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) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all 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 terminate, except to the extent determined that continuation of the Agreement is necessary for the continued operation of the institution: (i) by the Director of the Office of Thrift Supervision (OTS), or his designee, at the time the 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 U.S.C. Section 1823(c), or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and FDIC Regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.U.S.

Required Provisions. In the event any of the foregoing provisions of this Agreement Section 15 are in conflict with the terms of this Section 26 Agreement, this Section 26 15 shall prevail. a. (a) The Bank’s Board of Directors Bank may terminate Executive’s 's employment at any time, but any termination by the Bank, other than termination Termination for Cause, shall not prejudice Executive’s 's right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination Termination for Cause as defined in Section 10(d) of this Agreement7 hereinabove. 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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3(S)1818(e)(3) or (g)(1), ; the Bank’s Bank 's obligations under this Agreement 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: (i) pay 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 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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4(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. (d) If the Bank is in default as defined in Section 3(x)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1(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. (e) All obligations of the Bank under this Agreement contract shall terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institution: (i) by the Director of the Office of Thrift Supervision OTS (OTS), or his designee), the FDIC or the Resolution Trust Corporation, at the time the Federal Deposit Insurance Corporation (FDIC) 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 U.S.C. Section 1823(c(S)1823(c), ; or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. (f) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and FDIC Regulation 12 C.F.R. Part 359, Golden Parachute Section 545.121 and Indemnification Paymentsany rules and regulations promulgated thereunder.

Required Provisions. In the event any of the foregoing provisions of this Agreement Section 22 are in conflict with the other terms of this Section 26 Agreement, this Section 26 22 shall prevail. a. (a) The Bank’s Board of Directors may terminate Executive’s employment at any time, but any termination by the Banktermination, other than termination a Termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination Termination for Cause as defined in Section 10(d) 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) or 8(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 Agreement 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: (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 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) or 8(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) 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 terminatebe terminated, except to the extent determined a determination is made that continuation of the Agreement contract is necessary for the continued operation of the institution: Bank (i) by the Director director of the Office of Thrift Supervision the Comptroller of the Currency (OTSthe “OCC”) or the director’s designee (the “Director”), or his designee, at the time the Federal Deposit Insurance Corporation (FDIC) OCC 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 U.S.C. Section 1823(c), ; or (ii) by the Director of the OTS (or his designee) Director, at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. (f) Any payments made to Executive employees pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section §1828(k) and FDIC Regulation 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 26 this Section 26 shall prevail. a. (a) The Bank’s Board of Directors Association may terminate Executive’s 's employment at any time, but any termination by the BankAssociation, other than termination Termination for Cause, shall not prejudice Executive’s 's right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination Termination for Cause as defined in Section 10(d) of this Agreement7 hereinabove. b. (b) If 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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3ss.1818(e)(3) or (g)(1), ; the Bank’s Association's obligations under this Agreement 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, Association 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 the obligations which were suspended. c. (c) If 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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4ss.1818(e)(4) or (g)(1), 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. (d) If the Bank Association is in default as defined in Section 3(x)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1ss.1813(x), (1) all obligations of the 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. (e) All obligations of the Association under this Agreement contract shall terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institution: , (i) by the Director of the Office of Thrift Supervision OTS (OTS), or his designee) or the FDIC, at the time the Federal Deposit Insurance Corporation (FDIC) FDIC enters into an agreement to provide assistance to or on behalf of the Bank Association under the authority contained in Section 13(c) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1823(css.1823(c), ; or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank Association or when the Bank Association is determined by the 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. (f) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(kU.S.C.ss.1828(k) and FDIC Regulation 12 C.F.R. Part 359, Golden Parachute C.F.R.ss.545.121 and Indemnification Paymentsany rules and regulations promulgated thereunder.

Required Provisions. In the event any of the foregoing provisions of this Agreement Section 26 are in conflict with the terms of this Section 26 Agreement, this Section 26 shall prevail. a. The Bank’s Board of Directors Bank may terminate Executive’s employment at any time, but any termination by the Bank, other than termination Termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination Termination for Cause as defined in Section 10(d) 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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section Sec. 1818(e)(3) or (g)(1), ; the Bank’s obligations under this Agreement 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: (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 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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 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. If the Bank is in default as defined in Section 3(x)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 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. All obligations of the Bank under this Agreement contract shall terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institution: (i) by the Director of the Office of Thrift Supervision OTS (OTS), or his designee), the FDIC or the Resolution Trust Corporation, at the time the Federal Deposit Insurance Corporation (FDIC) 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 U.S.C. Section Sec. 1823(c), ; or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(kSec.1828(k) and FDIC Regulation 12 C.F.R. Part 359, Golden Parachute Sec. 545.121 and Indemnification Paymentsany rules and regulations promulgated thereunder.

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. (a) The Bank’s Board of Directors Company may terminate Executive’s employment at any time, but any termination by the Bank, Board other than termination for Cause, Cause shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the no right to receive compensation or other benefits for any period after termination for Cause as defined in Section 10(d) of this AgreementCause. 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 U.S.C. §1818(e)(3)] or 8(g)(1) [12 U.S.C. §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3) or (g)(1), the BankCompany’s obligations under this Agreement 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, Company 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 the its 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 U.S.C. §1818(e)(4)] or 8(g)(1) [12 U.S.C. §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 Company 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 U.S.C. §1813(x)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all obligations of the Company 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 terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institution: Bank, (i) by the Director of the Office of Thrift Supervision (“OTS), ”) or his or her designee, at the time the Federal Deposit Insurance Corporation (FDIC) FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 U.S.C. §1823(c)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1823(c), ; or (ii) by the Director of the OTS (or his designee) or her designee at the time the Director (or his designee) or her designee approves a supervisory merger to resolve problems related to the operations operation of the Bank or when the Bank is determined by the 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. Any (f) Notwithstanding anything herein contained to the contrary, 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 FDIC Regulation the regulations promulgated thereunder in 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

Required Provisions. In the event any of the foregoing provisions of this Agreement Section 17 are in conflict with the other terms of this Section 26 Agreement, this Section 26 17 shall prevail. a. (a) The Bank’s Board board of Directors directors may terminate Executive’s employment at any time, but any termination by the Bank, other than termination Termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination Termination for Cause as defined in Section 10(d2(b) of this Agreementabove. 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) or 8(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 Agreement 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: (i) pay 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 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) or 8(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) 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 terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institutionBank: (i) by the Director of the Office of Thrift Supervision OTS (OTS), or his designee), at the time the Federal Deposit Insurance Corporation (FDIC) 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 U.S.C. Section §1823(c), ; or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. (f) Any payments made to Executive employees pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section §1828(k) and FDIC Regulation 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 Section 26 are in conflict with the terms of this Section 26 Agreement, this Section 26 shall prevail. a. The Bank’s Board of Directors Company and the Bank may terminate Executive’s employment at any time, but any termination by the Company and the Bank, other than termination Termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination Termination for Cause as defined in Section 10(d) of this Agreement7 hereinabove. b. If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Company and the Bank’s affairs by a notice served under Section 8(e)(3) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3) or (g)(1g)(l), ; the Company and the Bank’s obligations under this Agreement 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: (i) pay 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 the obligations which were suspended. c. If Executive is removed and/or permanently prohibited from participating in the conduct of the Company and the Bank’s affairs by an order issued under Section 8(e)(4) or 8(g)(18(g)(l) of the Federal Deposit Insurance Act, 12 U.S.C. Section 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 Company or the Bank is in default as defined in Section 3(x)(13(x)(l) of the Federal Deposit Insurance Act, 12 U.S.C. D.S.C. Section 1813(x)(1), 1813(x)(I) 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 of the Company and the Bank under this Agreement contract shall terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institution: (i) by the Director of the Office of Thrift Supervision OTS (OTS), or his designee), the FDIC or the Resolution Trust Corporation, at the time the Federal Deposit Insurance Corporation (FDIC) FDIC enters into an agreement to provide assistance to or on behalf of the Company and the Bank under the authority contained in Section 13(c) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1823(c), ; or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Company and the Bank or when the Company and the Bank is are determined by the 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. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and FDIC Regulation 12 C.F.R. Part 359, Golden Parachute Section 545.121 and Indemnification Paymentsany rules and regulations promulgated thereunder.

Required Provisions. In the event any of the foregoing provisions of this Agreement conflict with the terms of this Section 26 8.10, this Section 26 8.10 shall prevail. a. (a) The Bank’s Board board of Directors directors of the Bank may terminate the Executive’s employment at any time, but any termination by the Bank, other than termination for Cause, shall not prejudice the Executive’s right to compensation or other benefits under this Agreement. The Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause as defined in Section 10(d) 3.2 of this Agreement. b. (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) or 8(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 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 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 the obligations which were suspended. c. (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) or 8(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) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all of the 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. (e) All obligations under this Agreement shall terminate, except to the extent determined that continuation of the Agreement is necessary for the continued operation of the institution: (i) by the Director of the Office of Thrift Supervision (OTS), or his designee, at the time the 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 U.S.C. Section 1823(c), or (ii) by the Director of the OTS (or his designee) at the time the Director of the OTS (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. (f) Any payments made to the Executive pursuant to this Agreement, or otherwise, are subject to to, and conditioned upon upon, their compliance with 12 U.S.C. Section 1828(k) and 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 Section 26 are in conflict with the terms of this Section 26 Agreement, this Section 26 shall prevail. a. The Bank’s Board of Directors Bank may terminate Executive’s employment at any time, but any termination by the Bank, other than termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause as defined in Section 10(d) 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) or 8(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 Agreement 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 their contract obligations were suspended; and (ii) reinstate (in whole or in part) any of 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) or 8(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) 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 terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institution: (i) by the Director of the Office of Thrift Supervision OTS (OTS), or his designee), the FDIC or the Resolution Trust Corporation, at the time the Federal Deposit Insurance Corporation (FDIC) 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 U.S.C. Section 1823(c), ; or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and FDIC Regulation 12 C.F.R. Part 359, Golden Parachute Section 545.121 and Indemnification Paymentsany rules and regulations promulgated thereunder.

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. (a) The Bank’s Board of Directors Institution may terminate Executive’s 's employment at any time, but any termination by the BankInstitution, other than termination Termination for Cause, shall not prejudice Executive’s 's right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination Termination for Cause as defined in Section 10(d) of this Agreement8 hereinabove. b. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s Institution's affairs by a notice served under Section 8(e)(3) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3(S)1818(e)(3) or (g)(1), ; the Bank’s Institution's obligations under this 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, Institution may in its discretion: discretion (i) pay Executive all or part of the compensation withheld while its contract the respective obligations under this Agreement were suspended; suspended and (ii) reinstate (in whole or in part) any of the obligations which were suspended. c. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s Institution's affairs by an order issued under Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4(S)1818(e)(4) or (g)(1), all obligations of the Bank Institution under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties hereto shall not be affected. d. (d) If the Bank Institution is in default as defined in Section 3(x)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1(S)1813(x), (1) all obligations of the Institution 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 of the Institution under this Agreement shall terminatebe terminated, except to the extent determined that continuation of the Agreement is necessary for the continued operation of the institution: Institution, (i) by the Director of the Office of Thrift Supervision OTS (OTS), or his designee), the FDIC or the Resolution Trust Corporation, at the time the Federal Deposit Insurance Corporation (FDIC) FDIC enters into an agreement to provide assistance to or on behalf of the Bank Institution under the authority contained in Section 13(c) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1823(c(S)1823(c), ; or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank Institution or when the Bank Institution is determined by the 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. (f) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k(S)1828(k) and FDIC Regulation 12 C.F.R. Part 359, Golden Parachute (S)545.121 and Indemnification Paymentsany rules and regulations promulgated thereunder.

Required Provisions. In the event any of the foregoing provisions of this Agreement conflict with the terms of this Section 26 26, this Section 26 shall prevail. a. (a) The 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, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the no right to receive compensation or other benefits for any period after termination for Cause as defined in Section 10(d11(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) or 8(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 Agreement 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 the its 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) or 8(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) 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 terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institutionBank: (i) by the Director of the Office of Thrift Supervision OTS (OTS), or his designee), at the time the Federal Deposit Insurance Corporation (FDIC) 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 U.S.C. Section 1823(c), or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. (f) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and FDIC Regulation 12 C.F.R. Part 359, Golden Parachute Section 545.121 and Indemnification Paymentsany rules and regulations promulgated thereunder.

Required Provisions. In the event any of the foregoing provisions of this Agreement Section 16 are in conflict with the other terms of this Section 26 Agreement, this Section 26 16 shall prevail. a. (a) The Bank’s Board 's board of Directors directors may terminate Executive’s 's employment at any time, but any termination by the Bank, other than termination for Just Cause, shall not prejudice Executive’s 's right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause as defined in Section 10(d2(c) 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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3ss.1818(e)(3) or (g)(1), ; the Bank’s 's obligations under this Agreement 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: (i) pay 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 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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4ss.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) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1ss.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 terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institutionBank: (i) by the Director of the Office of Thrift Supervision OTS (OTS), or his designee), at the time the Federal Deposit Insurance Corporation (FDIC) 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 U.S.C. Section 1823(css.1823(c), ; or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. (f) Any payments made to Executive employees pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(kss.1828(k) and FDIC Regulation 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 26 this Section 26 shall prevail. a. (a) The Bank’s Board of Directors Bank may terminate Executivethe Employee’s employment at any time, but any termination by the Bank, other than termination Termination for Cause, shall not prejudice ExecutiveEmployee’s right to compensation or other benefits under this Agreement. Executive Employee shall not have the right to receive compensation or other benefits for any period after termination Termination for Cause as defined in Section 10(d) of this Agreement8 hereinabove. b. (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)) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3) or (g)(1)as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, the Bank’s obligations under this Agreement 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 the Employee 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 the obligations which were suspended. c. (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 (S) 1818(e)) or 8(g)(18(g) (12 USC (S) 1818(g)) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4) or (g)(1)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. (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, 12 U.S.C. Section 1813(x)(1)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. (e) All obligations of the Bank under this Agreement contract shall terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institution: , (i) by the Director of the Office of Thrift Supervision (OTS), or his designeeFederal Deposit Insurance Corporation, at the time the Federal Deposit Insurance Corporation (FDIC) 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, 12 U.S.C. Section 1823(c)as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989; or (ii) by the Director Office of the OTS Thrift Supervision (or his designee“OTS”) at the time the OTS or its District Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the Director 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. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and 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 26 this Section 26 shall prevail. a. (a) The Bank’s Board of Directors Bank may terminate the Executive’s 's employment at any time, but any termination by the Bank, other than termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination Termination for Cause as defined in Section 10(d2(c) of this Agreementhereinabove. b. (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)) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3) or (g)(1)as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, the Bank’s 's obligations under this Agreement 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 the 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 the obligations which were suspended. c. (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 (S)1818(e)) or 8(g)(18(g) (12 USC (S)1818(g)) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4) or (g)(1)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. (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, 12 U.S.C. Section 1813(x)(1)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. (e) All obligations of the Bank under this Agreement contract shall terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institution: Bank, (i) by the Director of the Office of Thrift Supervision (OTS), or his designeeFederal Deposit Insurance Corporation, at the time the Federal Deposit Insurance Resolution Trust Corporation (FDIC) 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 (S)1823(c)) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1823(c)as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1982; or (ii) by the Director Office of the OTS Thrift Supervision (or his designee"OTS") at the time the OTS or its District Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the Director 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. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and 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 Section 26 are in conflict with the terms of this Section 26 Agreement, this Section 26 shall prevail. a. The Bank’s Board board of Directors directors may terminate Executive’s employment at any time, but any termination by the Bank, other than termination Termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination Termination for Cause as defined in Section 10(d11(d) of this Agreementhereinabove. 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) or 8(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 Agreement 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: (i) pay 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 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) or 8(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) 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 under this Agreement contract shall terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institutionBank: (i) by the Director of the Office of Thrift Supervision OTS (OTS), or his designee, ) at the time the Federal Deposit Insurance Corporation (FDIC) 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 U.S.C. Section §1823(c), ; or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. Any payments made to Executive employees pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section §1828(k) and FDIC Regulation 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 Section 21 are in conflict with the terms of this Section 26 Agreement, this Section 26 21 shall prevail. a. (a) The Bank’s Board of Directors Bank may terminate Executive’s employment at any time, but any termination by the Bank, other than termination for Causecause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause cause as defined in Section 10(d) 3 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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section Sec. 1818(e)(3) or (g)(1), ; the Bank’s obligations under this Agreement 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: (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 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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 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) of the Federal Deposit Insurance Act, 12 U.S.C. Section 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 terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institution: (i) by the Director of the Office of Thrift Supervision OTS (OTS), or his designee), the FDIC or the Resolution Trust Corporation, at the time the Federal Deposit Insurance Corporation (FDIC) 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 U.S.C. Section Sec. 1823(c), ; or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. (f) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(kSec.1828(k) and FDIC Regulation 12 C.F.R. Part 359, Golden Parachute Sec. 545.121 and Indemnification Paymentsany rules and regulations promulgated thereunder.

Required Provisions. In the event any of the foregoing provisions of this Agreement conflict with the terms of this Section 26 8.10, this Section 26 8.10 shall prevail. a. (a) The Bank’s Board board of Directors directors may terminate the Executive’s employment at any time, but any termination by the Bank, other than termination for Cause, shall not prejudice the Executive’s right to compensation or other benefits under this Agreement. The Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause as defined in Section 10(d) 3.2 of this Agreement. b. (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) or 8(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 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 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 the obligations which were suspended. c. (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) or 8(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) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all of the 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. (e) All obligations under this Agreement shall terminatebe terminated, except to the extent determined a determination is made that continuation of the Agreement contract is necessary for the continued operation of the institution: Bank (i1) by the Director Comptroller of the Office of Thrift Supervision (OTS)Currency, or his designeeor her designee (the “Comptroller”), at the time the 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 U.S.C. Section 1823(c), FDIA; or (ii2) by the Director of the OTS (or his designee) Comptroller, at the time the Director (or his designee) Comptroller approves a supervisory merger to resolve problems related to the operations operation of the Bank or when the Bank is determined by the Director 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. (f) Any payments made to the Executive pursuant to this Agreement, or otherwise, are subject to to, and conditioned upon upon, their compliance with 12 U.S.C. Section 1828(k) and 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 Section 16 are in conflict with the terms of this Section 26 Agreement, this Section 26 16 shall prevail. a. (a) The Bank’s Board of Directors may terminate the Executive’s employment at any time, but any termination by the Bank, other than termination for Just Cause, shall not prejudice the Executive’s right to compensation or other benefits under this Agreement. The Executive shall not have the right to receive compensation or other benefits for any period after termination for Just Cause as defined in Section 10(d) of this Agreement. b. (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) or 8(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 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 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 the obligations which were suspended. c. (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) or 8(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) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all 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. (e) All obligations under this Agreement shall terminate, except to the extent determined that continuation of the Agreement is necessary for the continued operation of the institutionBank: (i) by the Director Comptroller of the Office of Thrift Supervision (OTS)Currency, or his designeeor her designee (the “Comptroller”), at the time the 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 U.S.C. Section 1823(c), or (ii) by the Director of the OTS (or his designee) Comptroller at the time the Director (or his designee) Comptroller approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the Director 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. (f) Any payments made to the Executive pursuant to this Agreement, or otherwise, are subject to to, and conditioned upon upon, their compliance with 12 U.S.C. Section 1828(k) and 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 Section 23 are in conflict with the other terms of this Section 26 Agreement, this Section 26 21 shall prevail. a. (a) The Bank’s Board of Directors ▇▇▇▇▇▇▇ Penn Entities may terminate the Executive’s employment at any time, but any termination by the Bank▇▇▇▇▇▇▇ Penn Entities, other than termination for Cause, shall not prejudice the Executive’s right to receive compensation or other benefits under this Agreement. The Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause as defined in Section 10(d) of this AgreementCause. b. (b) If the 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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section §1818(e)(3) or (g)(1), ; the BankEmployer’s obligations under this Agreement 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, Employer 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 the obligations which were suspended. c. (c) If the 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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section §1818(e)(4) or (g)(1), all obligations of the Bank ▇▇▇▇▇▇▇ Penn Entities 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) of the Federal Deposit Insurance Act, 12 U.S.C. Section §1813(x)(1), ) all obligations of the Employer 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 shall terminate, except to the extent determined that continuation of the Agreement is necessary for the continued operation of the institution: (ie) by the Director of the Office of Thrift Supervision (OTS), or his designee, at the time the 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 U.S.C. Section 1823(c), or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. Any payments made to the Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section §1828(k) and FDIC Regulation 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 Section 16 are in conflict with the terms of this Section 26 Agreement, this Section 26 16 shall prevail. a. (a) The Bank’s Board of Directors may terminate the Executive’s employment at any time, but any termination by the Bank, other than termination for Just Cause, shall not prejudice the Executive’s right to compensation or other benefits under this Agreement. The Executive shall not have the right to receive compensation or other benefits for any period after termination for Just Cause as defined in Section 10(d) of this Agreement. b. (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) or 8(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 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 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 the obligations which were suspended. c. (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) or 8(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) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all 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. (e) All obligations under this Agreement shall terminate, except to the extent determined that continuation of the Agreement is necessary for the continued operation of the institutionBank: (i) by the Director Comptroller of the Office of Thrift Supervision (OTS)Currency, or his designeeor her designee (the “Comptroller”), at the time the 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 U.S.C. Section 1823(c), or (ii) by the Director of the OTS (or his designee) Comptroller at the time the Director (or his designee) Comptroller approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the Director 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. (f) Any payments made to the Executive pursuant to this Agreement, or otherwise, are subject to to, and conditioned upon upon, their compliance with 12 U.S.C. Section 1828(k) and FDIC Regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments. (g) Notwithstanding the timing for the payment of severance under this Agreement, no such payments shall be made or commence, as applicable, that require the concurrence or consent of the appropriate federal banking agency of the Bank pursuant to 12 C.F.R. Section 359 prior to the receipt of such concurrence or consent. Any payments suspended by operation of this Section 16(g) shall be paid in a lump sum within thirty (30) days following receipt of the concurrence or consent of the appropriate banking regulators of the Bank or as otherwise directed by such regulators.

Required Provisions. In the event any of the foregoing provisions of this Agreement Section 26 are in conflict with the terms of this Section 26 Agreement, this Section 26 shall prevail. a. The Bank’s Board board of Directors directors may terminate Executive’s employment at any time, but any termination by the Bank, other than termination Termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination Termination for Cause as defined in Section 10(dII(d) of this Agreementhereinabove. 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) or 8(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 Agreement 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: (i) pay 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 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) or 8(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) 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 under this Agreement contract shall terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institutionBank: (i) by the Director of the Office of Thrift Supervision OTS (OTS), or his designee), at the time the Federal Deposit Insurance Corporation (FDIC) FDIC or the 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) of the Federal Deposit Insurance Act, 12 U.S.C. Section §1823(c), ; or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. Any payments made to Executive employees pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section §1828(k) and FDIC Regulation 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 26 9.2, this Section 26 9.2 shall prevail. a. (a) The Bank’s Board of Directors may terminate the Executive’s employment at any time, but any termination by the Bank, other than termination for Cause, shall not prejudice the Executive’s right to compensation or other benefits under this Agreement. The Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause as defined in Section 10(d) 3.2 of this Agreement. b. (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) or 8(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 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 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 the obligations which were suspended. c. (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) or 8(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) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all 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. (e) All obligations under this Agreement shall terminate, except to the extent determined that continuation of the Agreement is necessary for the continued operation of the institutionBank: (i) by the Director Comptroller of the Office of Thrift Supervision (OTS)Currency, or his designeeor her designee (the “Comptroller”), at the time the 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 U.S.C. Section 1823(c), or (ii) by the Director of the OTS (or his designee) Comptroller at the time the Director (or his designee) Comptroller approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the Director 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. (f) Any payments made to the Executive pursuant to this Agreement, or otherwise, are subject to to, and conditioned upon upon, their compliance with 12 U.S.C. Section 1828(k) and 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 Section 21 are in conflict with the other terms of this Section 26 Agreement, this Section 26 21 shall prevail. a. (a) The Bank’s Board of Directors Bank may terminate the Executive’s employment at any time, but any termination by the Bank, other than termination for Cause, shall not prejudice the Executive’s right to receive compensation or other benefits under this Agreement. The Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause as defined in Section 10(d) of this AgreementCause. b. (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) or 8(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 Agreement 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: (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 the obligations which were suspended. c. (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) or 8(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) 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 subsection shall not affect any vested rights of the contracting parties. e. All obligations under this Agreement shall terminate, except to the extent determined that continuation of the Agreement is necessary for the continued operation of the institution: (ie) by the Director of the Office of Thrift Supervision (OTS), or his designee, at the time the 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 U.S.C. Section 1823(c), or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. Any payments made to the Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section §1828(k) and FDIC Regulation 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 Section 27 are in conflict with the terms of this Section 26 Agreement, this Section 26 27 shall prevail. a. The Bank’s Board of Directors Bank may terminate Executive’s employment at any time, but any termination by the Bank, other than termination Termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination Termination for Cause as defined in Section 10(d) 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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section Sec. 1818(e)(3) or (g)(1), ; the Bank’s obligations under this Agreement 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: (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 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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 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. If the Bank is in default as defined in Section 3(x)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 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. All obligations of the Bank under this Agreement contract shall terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institution: (i) by the Director of the Office of Thrift Supervision OTS (OTSor her designee), the FDIC or his designeethe Resolution Trust Corporation, at the time the Federal Deposit Insurance Corporation (FDIC) 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 U.S.C. Section Sec. 1823(c), ; or (ii) by the Director of the OTS (or his her designee) at the time the Director (or his her designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(kSec.1828(k) and FDIC Regulation 12 C.F.R. Part 359, Golden Parachute Sec. 545.121 and Indemnification Paymentsany rules and regulations promulgated thereunder.

Required Provisions. In the event any of the foregoing provisions of this Agreement conflict with the terms of this Section 26 8.10, this Section 26 8.10 shall prevail. a. (a) The BankAssociation’s Board board of Directors directors may terminate the Executive’s employment at any time, but any termination by the BankAssociation, other than termination for Cause, shall not prejudice the Executive’s right to compensation or other benefits under this Agreement. The Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause as defined in Section 10(d) 3.2 of this Agreement. b. (b) If the 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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3) or (g)(1), the BankAssociation’s obligations under this 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 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 the obligations which were suspended. c. (c) If the 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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4) or (g)(1), 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. (d) If the Bank Association is in default as defined in Section 3(x)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all 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. (e) All obligations under this Agreement shall terminate, except to the extent determined that continuation of the Agreement is necessary for the continued operation of the institutionAssociation: (i) by the Director Comptroller of the Office of Thrift Supervision (OTS)Currency, or his designeeor her designee (the “Comptroller”), at the time the Federal Deposit Insurance Corporation (FDIC) enters into an agreement to provide assistance to or on behalf of the Bank Association under the authority contained in Section 13(c) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1823(c), or (ii) by the Director of the OTS (or his designee) Comptroller at the time the Director (or his designee) Comptroller approves a supervisory merger to resolve problems related to the operations of the Bank Association or when the Bank Association is determined by the Director 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. (f) Any payments made to the Executive pursuant to this Agreement, or otherwise, are subject to to, and conditioned upon upon, their compliance with 12 U.S.C. Section 1828(k) and 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 26 this Section 26 shall prevail. a. (a) The Bank’s Board of Directors Bank may terminate the Executive’s 's employment at any time, but any termination by the Bank, other than termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination Termination for Cause as defined in Section 10(d2(c) of this Agreementhereinabove. b. (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 ss.1818(e)(3)) or 8(g)(18(g) (12 USC ss.1818(g)) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3) or (g)(1)as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, the Bank’s 's obligations under this Agreement 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 the 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 the obligations which were suspended. c. (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 ss.1818(e)) or 8(g)(18(g) (12 USC ss.1818(g)) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4) or (g)(1)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. (d) If the Bank is in default as defined in Section 3(x)(13(x) (12 USC ss.1813(x)(1)) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1)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. (e) All obligations of the Bank under this Agreement contract shall terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institution: Bank, (i) by the Director of the Office of Thrift Supervision (OTS), or his designee, at the time the Federal Deposit Insurance Corporation ("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 ss.1823(c)) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1823(c)as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989; or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the Director 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. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and 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 Section 33 are in conflict with the terms of this Section 26 Agreement, this Section 26 33 shall prevail. a. The Bank’s Board board of Directors directors may terminate Executive’s employment at any time, but any termination by the Bank, other than termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause as defined in Section 10(d) of this AgreementCause. 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) or 8(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 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: (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 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) or 8(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) 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 terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institutionBank: (i) by the Director of the Office of Thrift Supervision OTS (OTS), or his or her designee), at the time the 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 U.S.C. Section §1823(c), ; or (ii) by the Director of the OTS (or his or her designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section §1828(k) and FDIC Regulation 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 Section 27 are in conflict with the terms of this Section 26 Agreement, this Section 26 27 shall prevail. a. The Bank’s Board board of Directors directors may terminate Executive’s employment at any time, but any termination by the Bank, other than termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause as defined in Section 10(d) of this AgreementCause. 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) or 8(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 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: (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 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) or 8(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) 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 terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institutionBank: (i) by the Director of the Office of Thrift Supervision OTS (OTS), or his or her designee), at the time the 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 U.S.C. Section §1823(c), ; or (ii) by the Director of the OTS (or his or her designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section §1828(k) and FDIC Regulation regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

Required Provisions. In the event any of the foregoing other provisions of this Agreement are in conflict with the terms provisions of this Section 26 23, this Section 26 23 shall prevail. a. The Bank’s Board board of Directors directors may terminate Executive’s employment at any time, but any termination by the Bank, other than termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause as defined in Section 10(d) of this AgreementCause. 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) or 8(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 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: (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 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) or 8(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) 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 terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institutionBank: (i) by the Director of the Office of Thrift Supervision OTS (OTS), or his or her designee), at the time the 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 U.S.C. Section §1823(c), ; or (ii) by the Director of the OTS (or his or her designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section §1828(k) and FDIC Regulation 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 Section 17 are in conflict with the other terms of this Section 26 Agreement, this Section 26 17 shall prevail. a. (a) The Bank’s Board board of Directors directors may terminate Executive’s employment at any time, but any termination by the Bank, other than termination Termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination Termination for Cause as defined in Section 10(d2(b) of this Agreementabove. 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)(38(e) (3) or 8(g)(18(g) (1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3§1818(e) (3) or (g)(1g) (1), ; the Bank’s obligations under this Agreement 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: (i) pay 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 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)(48(e) (4) or 8(g)(18(g) (1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4§1818(e) (4) or (g)(1g) (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) 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 terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institutionBank: (i) by the Director of the Office of Thrift Supervision OTS (OTS), or his designee), at the time the Federal Deposit Insurance Corporation (FDIC) 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 U.S.C. Section §1823(c), ; or (ii) by the Director of the OTS Office of the Comptroller of the Currency (the “OCC”) (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. (f) Any payments made to Executive employees pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section §1828(k) and FDIC Regulation 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 Section 26 are in conflict with the terms of this Section 26 Agreement, this Section 26 shall prevail. a. The BankAssociation’s Board board of Directors directors may terminate Executive’s employment at any time, but any termination by the BankAssociation, other than termination Termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination Termination for Cause as defined in Section 10(d11(d) of this Agreementhereinabove. 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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section §1818(e)(3) or (g)(1), ; the BankAssociation’s obligations under this Agreement 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, Association may in its discretion: (i) pay 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 the 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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section §1818(e)(4) or (g)(1), 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) of the Federal Deposit Insurance Act, 12 U.S.C. Section §1813(x)(1), ) all obligations of the 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 under this Agreement contract shall terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institutionAssociation: (i) by the Director of the Office of Thrift Supervision OTS (OTS), or his designee), at the time the Federal Deposit Insurance Corporation (FDIC) FDIC enters into an agreement to provide assistance to or on behalf of the Bank Association under the authority contained in Section 13(c) of the Federal Deposit Insurance Act, 12 U.S.C. Section §1823(c), ; or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank Association or when the Bank Association is determined by the 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. Any payments made to Executive employees pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section §1828(k) and FDIC Regulation 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 Section 23 are in conflict with the other terms of this Section 26 Agreement, this Section 26 23 shall prevail. a. (a) The Bank’s Board 's board of Directors directors may terminate Executive’s 's employment at any time, but any termination by the Bank, other than termination for Just Cause, shall not prejudice Executive’s 's right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause as defined in Section 10(d) 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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3ss.1818(e)(3) or (g)(1), ; the Bank’s 's obligations under this Agreement 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: (i) pay 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 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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4ss.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) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1ss.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 terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institutionBank: (i) by the Director of the Office of Thrift Supervision OTS (OTS), or his designee), at the time the Federal Deposit Insurance Corporation (FDIC) 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 U.S.C. Section 1823(css.1823(c), ; or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. (f) Any payments made to Executive employees pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(kss.1828(k) and FDIC Regulation 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 Section 27 are in conflict with the terms of this Section 26 Agreement, this Section 26 27 shall prevail. a. The Bank’s Board of Directors may terminate the Executive’s employment at any time, but any termination by the Bank, other than termination for Cause, shall not prejudice the Executive’s right to compensation or other benefits under this Agreement. The Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause as defined in Section 10(d) of this AgreementCause. 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) or 8(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 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: (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 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) or 8(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) 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 terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institutionBank: (i) by the Director of the Office of Thrift Supervision OTS (OTS), or his or her designee), at the time the 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 U.S.C. Section §1823(c), ; or (ii) by the Director of the OTS (or his or her designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. Any payments made to the Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section §1828(k) and FDIC Regulation 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 26 26, this Section 26 shall prevail. a. The Bank’s Board board of Directors directors may terminate Executive’s employment at any time, but any termination by the Bank, other than termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause as defined in Section 10(d11(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) or 8(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 Agreement 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 their contract obligations were suspended; and (ii) reinstate (in whole or in part) any of 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) or 8(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) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all obligations 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 terminate, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institution: (i) by the Director of the Office of Thrift Supervision OTS (OTS), or his designee, ) at the time the Federal Deposit Insurance Corporation (FDIC) 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 U.S.C. Section 1823(c), or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and FDIC Regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments. g. Notwithstanding anything in this Agreement to the contrary, if the Bank in good faith determines that amounts that, as of the effective date of the Executive’s termination of employment are or may become payable to the Executive upon termination of his employment hereunder are required to be suspended or delayed for six months in order to satisfy the requirements of Section 409A of the Code, then the Bank will so advise the Executive, and any such payments shall be suspended and accrued for six months, whereupon they shall be paid to the Executive in a lump sum (together with interest thereon at the then-prevailing prime rate). The Executive agrees that the Bank shall be deemed to be in breach of this Agreement if it delays making a payment otherwise payable hereunder by reason of Section 409A.

Required Provisions. In the event any of the foregoing provisions of this Agreement conflict with the terms of this Section 26 24, this Section 26 24 shall prevail. a. (a) The Bank’s Board of Directors may terminate Executive’s employment at any time, but any termination by the Bank, other than termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause as defined in Section 10(d10(c) 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) or 8(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 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 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) or 8(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) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all 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. (e) All obligations under this Agreement shall terminate, except to the extent determined that continuation of the Agreement is necessary for the continued operation of the institution: (i) by the Director of the Office of Thrift Supervision (OTS), or his designee, at the time the 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 U.S.C. Section 1823(c), or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. (f) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and FDIC Regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

Required Provisions. In Notwithstanding anything herein contained to the event any of contrary, the foregoing following provisions of this Agreement conflict with the terms of this Section 26 this Section 26 shall prevail.apply: a. (a) The Bank’s Board of Directors may terminate Executive’s employment at any time, but any termination by the Bank, ’s Board other than termination for Cause, Cause shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the no right to receive compensation or other benefits for any period after Executive’s termination for Cause as defined in Section 10(d) of this AgreementCause. 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 U.S.C. §1818(e)(3)] or 8(g)(1) [12 U.S.C. §1818(g)(1)] of the Federal Deposit Insurance Act (the “FDI Act, 12 U.S.C. Section 1818(e)(3) or (g)(1”), the Bank’s obligations under this 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: (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 the its 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 U.S.C. §1818(e)(4)] or 8(g)(1) [12 U.S.C. §1818(g)(1)] of the Federal Deposit Insurance FDI 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 U.S.C. §1813(x)(1)] of the Federal Deposit Insurance FDI 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 terminatebe terminated, except to the extent determined that continuation of the this Agreement is necessary for the continued operation of the institution: Bank, (i) by the Director Comptroller of the Office of Thrift Supervision (OTS), the Comptroller of the Currency or his or her designee, at the time the Federal Deposit Insurance Corporation (FDIC) FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 U.S.C. §1823(c)] of the Federal Deposit Insurance FDI Act, 12 U.S.C. Section 1823(c), ; or (ii) by the Director of the OTS (Comptroller or his designee) or her designee at the time the Director (or his designee) or her designee approves a supervisory merger to resolve problems related to the operations operation of the Bank or when the Bank is determined by the Director 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. Any payments made (f) 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 pursuant to 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 otherwiseas 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, are subject to 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(b) is not applicable in the event of the Executive’s termination for Cause. (g) 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 conditioned upon their compliance with 12 U.S.C. Section 1828(kthe final regulations issued thereunder) and FDIC Regulation 12 C.F.R. Part 359any payment under this Agreement is triggered due to Executive’s Separation from Service (other than due to Disability or death), Golden Parachute 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 Indemnification Paymentspaid 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. In the event any of the foregoing provisions of this Agreement Section 26 are in conflict with the terms of this Section 26 Agreement, this Section 26 shall prevail. a. The Bank’s Board of Directors Bank may terminate Executive’s 's employment at any time, but any termination by the Bank, other than termination for Cause, shall not prejudice Executive’s 's right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause as defined in Section 10(d) 11d. 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) or 8(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 Agreement 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 their contract obligations were suspended; and (ii) reinstate (in whole or in part) any of 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) or 8(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) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all 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 terminate, except to the extent determined that continuation of the Agreement is necessary for the continued operation of the institution: (i) by the Director of the Office of Thrift Supervision (OTS), or his designee, at the time the 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 U.S.C. Section 1823(c), or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and FDIC Regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.U.S.

Required Provisions. In the event any of the foregoing provisions of this Agreement Section 15 are in conflict with the terms of this Section 26 Agreement, this Section 26 15 shall prevail. a. (a) The Bank’s Board of Directors Bank may terminate Executive’s 's employment at any time, but any termination by the Bank, other than termination Termination for Cause, shall not prejudice Executive’s 's right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination Termination for Cause as defined in Section 10(d) of this Agreement7 hereinabove. 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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3ss.1818(e)(3) or (g)(1), ; the Bank’s 's obligations under this Agreement 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: (i) pay 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 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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4ss.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) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1ss.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 terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institution: (i) by the Director of the Office of Thrift Supervision OTS (OTS), or his designee), the FDIC or the Resolution Trust Corporation, at the time the Federal Deposit Insurance Corporation (FDIC) 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 U.S.C. Section 1823(css.1823(c), ; or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. (f) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(kU.S.C.ss.1828(k) and FDIC Regulation 12 C.F.R. Part 359C.F.R.ss.545.121 and any rules and regulations promulgated thereunder. (g) Any payments made under this Agreement shall not, Golden Parachute and Indemnification Paymentsin the aggregate, exceed three (3) times Executive's Average Annual Compensation (as defined in this Agreement) for the five (5) most recent taxable years that Executive has been employed by the Bank or such lesser number of years in the event that Executive shall have been employed by the Bank for less than five (5) years.

Required Provisions. In the event any of the foregoing provisions of this Agreement Section 26 are in conflict with the terms of this Section 26 Agreement, this Section 26 shall prevail. a. The BankAssociation’s Board board of Directors directors may terminate Executive’s employment at any time, but any termination by the BankAssociation, other than termination Termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination Termination for Cause as defined in Section 10(d11(d) of this Agreementhereinabove. 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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section §1818(e)(3) or (g)(1), ; the BankAssociation’s obligations under this Agreement 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, Association may in its discretion: (i) pay 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 the 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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section §1818(e)(4) or (g)(1), 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) of the Federal Deposit Insurance Act, 12 U.S.C. Section §1813(x)(1), ) all obligations of the 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 under this Agreement contract shall terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institutionAssociation: (i) by the Director of the Office of Thrift Supervision OTS (OTS), or his designee), at the time the Federal Deposit Insurance Corporation (FDIC) FDIC enters into an agreement to provide assistance to or on behalf of the Bank Association under the authority contained in Section 13(c) of the Federal Deposit Insurance Act, 12 U.S.C. Section §1823(c), ; or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank Association or when the Bank Association is determined by the 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. Any payments made to Executive employees pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section §1828(k) and FDIC Regulation regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments. g. Notwithstanding anything in this Agreement to the contrary, if the Company or the Association in good faith determines that amounts that, as of the effective date of the Executive’s termination of employment are or may become payable to the Executive upon termination of his employment hereunder are required to be suspended or delayed for six (6) months in order to satisfy the requirements of Section 409A of the Internal Revenue Code, then the Company or the Association will so advise the Executive, and any such payments shall be suspended and accrued for six months, whereupon they shall be paid to the Executive in a lump sum (together with interest thereon at the then-prevailing prime rate).

Required Provisions. In the event any of the foregoing provisions of this Agreement conflict with the terms of this Section 26 26, this Section 26 shall prevail. a. The Bank’s Board board of Directors directors may terminate Executive’s employment at any time, but any termination by the Bank, other than termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause as defined in Section 10(d11(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) or 8(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 Agreement 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 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) or 8(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) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all obligations 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 terminate, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institution: (i) by the Director of the Office of Thrift Supervision (OTS), or his designee, at the time the 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 U.S.C. Section 1823(c), or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and FDIC Regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

Required Provisions. In Notwithstanding anything herein contained to the event any of contrary, the foregoing following provisions of this Agreement conflict with the terms of this Section 26 this Section 26 shall prevail.apply: a. (a) The Bank’s Board of Directors may terminate Executive’s employment at any time, but any termination by the Bank, ’s Board other than termination for Cause, Cause shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the no right to receive compensation or other benefits for any period after Executive’s termination for Cause as defined in Section 10(d) of this AgreementCause. 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 U.S.C. §1818(e)(3)] or 8(g)(1) [12 U.S.C. §1818(g)(1)] of the Federal Deposit Insurance Act (the “FDI Act, 12 U.S.C. Section 1818(e)(3) or (g)(1”), the Bank’s obligations under this 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: (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 the its 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 U.S.C. §1818(e)(4)] or 8(g)(1) [12 U.S.C. §1818(g)(1)] of the Federal Deposit Insurance FDI 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 U.S.C. §1813(x)(1)] of the Federal Deposit Insurance FDI 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 terminatebe terminated, except to the extent determined that continuation of the this Agreement is necessary for the continued operation of the institution: Bank, (i) by the Director Comptroller of the Office of Thrift Supervision (OTS), the Comptroller of the Currency or his or her designee, at the time the Federal Deposit Insurance Corporation (FDIC) FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 U.S.C. §1823(c)] of the Federal Deposit Insurance FDI Act, 12 U.S.C. Section 1823(c), ; or (ii) by the Director of the OTS (Comptroller or his designee) or her designee at the time the Director (or his designee) or her designee approves a supervisory merger to resolve problems related to the operations operation of the Bank or when the Bank is determined by the Director 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. Any payments made (f) 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 pursuant to 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 otherwiseas 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, are subject to the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). (g) 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 conditioned upon their compliance with 12 U.S.C. Section 1828(kthe final regulations issued thereunder) and FDIC Regulation 12 C.F.R. Part 359any payment under this Agreement is triggered due to Executive’s Separation from Service (other than due to Disability or death), Golden Parachute 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 Indemnification Paymentspaid 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. 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. (a) The Bank’s Board of Directors Bank may terminate Executive’s the Employee's employment at any time, but any termination by the Bank, other than termination Termination for Cause, shall not prejudice Executive’s Employee's right to compensation or other benefits under this Agreement. Executive Employee shall not have the right to receive compensation or other benefits for any period after termination Termination for Cause as defined in Section 10(d) of this Agreement8 hereinabove. b. (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)) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3) or (g)(1)as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, the Bank’s 's obligations under this Agreement 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 the Employee 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 the obligations which were suspended. c. (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 (S) 1818(e)) or 8(g)(18(g) (12 USC (S) 1818(g)) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4) or (g)(1)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. (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, 12 U.S.C. Section 1813(x)(1)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. (e) All obligations of the Bank under this Agreement contract shall terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institution: , (i) by the Director of the Office of Thrift Supervision (OTS), or his designeeFederal Deposit Insurance Corporation, at the time the Federal Deposit Insurance Corporation (FDIC) 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, 12 U.S.C. Section 1823(c)as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989; or (ii) by the Director Office of the OTS Thrift Supervision (or his designee"OTS") at the time the OTS or its District Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the Director 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. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and 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 26 25, this Section 26 25 shall prevail. a. The Bank’s Board of Directors may terminate Executive’s employment at any time, but any termination by the Bank, other than termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause as defined in Section 10(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) or 8(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 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 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) or 8(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) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all 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 terminate, except to the extent determined that continuation of the Agreement is necessary for the continued operation of the institution: (i) by the Director Comptroller of the Office of Thrift Supervision the Comptroller of the Currency (OTSOCC), or his or her designee, at the time the 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) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1823(c), or (ii) by the Director Comptroller of the OTS OCC (or his or her designee) at the time the Director Comptroller (or his or her designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the Director 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. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and 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 Section 23 are in conflict with the terms of this Section 26 Agreement, this Section 26 23 shall prevail. a. (a) The Bank’s Board Boards of Directors may terminate Executive’s employment at any time, but any termination by the BankBank or the Company, other than termination for Just Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination for Just Cause 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 of the Bank by a notice served under Section 8(e)(3) or 8(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 Agreement 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: (i) pay 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 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) or 8(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) 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 terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institutionBank: (i) by the Director of the Office of Thrift Supervision OTS (OTS), or his designee, ) at the time the Federal Deposit Insurance Corporation (FDIC) 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 U.S.C. Section §1823(c), ; or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. (f) Any payments made to Executive employees pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section §1828(k) and FDIC Regulation 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 Section 23 are in conflict with the other terms of this Section 26 Agreement, this Section 26 23 shall prevail. a. (a) The Bank’s Board Company's board of Directors directors may terminate Executive’s 's employment at any time, but any termination by the BankCompany, other than termination for Just Cause, shall not prejudice Executive’s 's right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause as defined in Section 10(d) 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 Company's affairs by a notice served under Section 8(e)(3) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3ss.1818(e)(3) or (g)(1), ; the Bank’s Company's obligations under this Agreement 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, Company may in its discretion: (i) pay 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 the obligations which were suspended. c. (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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4ss.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. (d) If the Bank Company is in default as defined in Section 3(x)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1ss.1813(x), (1) all obligations of the 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. (e) All obligations under this Agreement contract shall terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institutionCompany: (i) by the Director of the Office of Thrift Supervision OTS (OTS), or his designee), at the time the Federal Deposit Insurance Corporation (FDIC) FDIC enters into an agreement to provide assistance to or on behalf of the Bank Company under the authority contained in Section 13(c) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1823(css.1823(c), ; or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank Company or when the Bank Company is determined by the 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. (f) Any payments made to Executive employees pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(kss.1828(k) and FDIC Regulation 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 26 this Section 26 shall prevail. a. (a) The Bank’s Board of Directors Bank may terminate the Executive’s 's employment at any time, but any termination by the Bank, other than termination for Cause, shall not prejudice Executive’s 's right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause as defined in Section 10(d) of this Agreement8 hereinabove. b. (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)) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3) or (g)(1)as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, the Bank’s 's obligations under this Agreement 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 the 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 the obligations which were suspended. c. (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 (S)1818(e)) or 8(g)(18(g) (12 USC (S)1818(g)) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4) or (g)(1)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. (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, 12 U.S.C. Section 1813(x)(1)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. (e) All obligations of the Bank under this Agreement contract shall terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institution: , (i) by the Director of the Office of Thrift Supervision (OTS), or his or her designee, at the time the Federal Deposit Insurance Corporation (FDIC) 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 (S)1823(c)) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1823(c)as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1982; or (ii) by the Director of the OTS (or his designee) or her designee at the time the Director (or his designee) or her designee approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. (f) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. USC Section 1828(k) and FDIC Regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Paymentsany regulations promulgated thereunder. (g) The required provisions in this Section 16 were inserted pursuant to existing applicable federal regulations. Any future regulatory changes which amend or repeal the required provisions in a manner favorable to Executive shall be automatically incorporated into this Section 16 upon the effective date of such regulatory change. The term "Director" has the meaning ascribed to it in the OTS Regulations.

Required Provisions. In the event any of the foregoing provisions of this Agreement Section 27 are in conflict with the terms of this Section 26 Agreement, this Section 26 27 shall prevail. a. The Bank’s Board of Directors Bank may terminate Executive’s employment at any time, but any termination by the Bank, other than termination Termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination Termination for Cause as defined in Section 10(d) 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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section Sec. 1818(e)(3) or (g)(1), ; the Bank’s obligations under this Agreement 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: (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 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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 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. If the Bank is in default as defined in Section 3(x)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 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. All obligations of the Bank under this Agreement contract shall terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institution: (i) by the Director of the Office of Thrift Supervision OTS (OTS), or his designee), the FDIC or the Resolution Trust Corporation, at the time the Federal Deposit Insurance Corporation (FDIC) 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 U.S.C. Section Sec. 1823(c), ; or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(kSec.1828(k) and FDIC Regulation 12 C.F.R. Part 359, Golden Parachute Sec. 545.121 and Indemnification Paymentsany rules and regulations promulgated thereunder.

Required Provisions. In Notwithstanding anything herein contained to the event any of contrary, the foregoing following provisions of this Agreement conflict with the terms of this Section 26 this Section 26 shall prevail.apply: a. (a) The Bank’s Board of Directors may terminate Executive’s employment at any time, but any termination by the Bank, ’s Board other than termination for Cause, Cause shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the no right to receive compensation or other benefits for any period after Executive’s termination for Cause as defined in Section 10(d) of this AgreementCause. 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 U.S.C. §1818(e)(3)] or 8(g)(1) [12 U.S.C. §1818(g)(1)] of the Federal Deposit Insurance Act (the “FDI Act, 12 U.S.C. Section 1818(e)(3) or (g)(1”), the Bank’s obligations under this 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: (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 the its 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 U.S.C. §1818(e)(4)] or 8(g)(1) [12 U.S.C. §1818(g)(1)] of the Federal Deposit Insurance FDI 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 U.S.C. §1813(x)(1)] of the Federal Deposit Insurance FDI 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 terminatebe terminated, except to the extent determined that continuation of the this Agreement is necessary for the continued operation of the institution: Bank, (i) by the Director Comptroller of the Office of Thrift Supervision (OTS), the Comptroller of the Currency or his or his designee, at the time the Federal Deposit Insurance Corporation (FDIC) FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 U.S.C. §1823(c)] of the Federal Deposit Insurance FDI Act, 12 U.S.C. Section 1823(c), ; or (ii) by the Director of the OTS (Comptroller or his designee) or his designee at the time the Director (or his designee) or his designee approves a supervisory merger to resolve problems related to the operations operation of the Bank or when the Bank is determined by the Director 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. Any payments made (f) 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 pursuant to 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 otherwiseas 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, are subject to 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(b) is not applicable in the event of the Executive’s termination for Cause. (g) 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 conditioned upon their compliance with 12 U.S.C. Section 1828(kthe final regulations issued thereunder) and FDIC Regulation 12 C.F.R. Part 359any payment under this Agreement is triggered due to Executive’s Separation from Service (other than due to Disability or death), Golden Parachute 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 Indemnification Paymentspaid 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. In the event any of the foregoing provisions of this Agreement conflict with the terms of this Section 26 16, this Section 26 16 shall prevail. a. (a) The Bank’s Board of Directors may terminate the Executive’s employment at any time, but any termination by the Bank, other than termination for Cause, shall not prejudice the Executive’s right to compensation or other benefits under this Agreement. The Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause as defined in Section 10(d2(c) of this Agreement. b. (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) or 8(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 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 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 the obligations which were suspended. c. (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) or 8(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) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all of the 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. (e) All obligations under this Agreement shall terminatebe terminated, except to the extent determined a determination is made that continuation of the Agreement contract is necessary for the continued operation of the institution: Bank (i1) by the Director Comptroller of the Office of Thrift Supervision (OTS)Currency, or his designeeor his designee (the “Comptroller”), at the time the Federal Deposit Insurance Corporation (FDIC) enters into an agreement to provide assistance to or on behalf of the Bank Employer under the authority contained in Section 13(c) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1823(c), FDIA; or (ii2) by the Director of the OTS (or his designee) Comptroller, at the time the Director (or his designee) Comptroller approves a supervisory merger to resolve problems related to the operations operation of the Bank or when the Bank is determined by the Director 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. (f) Any payments made to the Executive pursuant to this Agreement, or otherwise, are subject to to, and conditioned upon upon, their compliance with 12 U.S.C. Section 1828(k) and 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 3(a)(i) and the value of any benefit provided under Section 3(a)(ii) 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. In the event any of the foregoing provisions of this Agreement Section 25 are in conflict with the terms of this Section 26 Agreement, this Section 26 25 shall prevail. a. The Bank’s Board of Directors Bank may terminate Executive’s employment at any time, but any termination by the Bank, other than termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause as defined in Section 10(d10(c) of this Agreementabove. 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) or 8(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 Agreement 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 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) or 8(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) 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 terminatebe terminated, except to the extent it is determined that continuation of the Agreement contract is necessary for the continued operation of the institution: (i) by the Director of the Office of Thrift Supervision OTS (OTS), or his designee), the FDIC or the Resolution Trust Corporation, at the time the Federal Deposit Insurance Corporation (FDIC) 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 U.S.C. Section 1823(c), ; or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and FDIC Regulation 12 C.F.R. Part 359, Golden Parachute Section 545.121 and Indemnification Paymentsany rules and regulations promulgated thereunder.

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. (a) The Bank’s Board of Directors Bank may terminate the Executive’s 's employment at any time, but any termination by the Bank, other than termination Termination for Cause, shall not prejudice Executive’s 's right (if applicable) to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination Termination for Cause as defined in Section 10(d) of this Agreement6 herein above. b. (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 U.S.C. (S)(S) 1818(e)(3)) or 8(g)(18(g) (12 U.S.C. (S) 1818(g)) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3) or (g)(1)as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, the Bank’s 's obligations under this Agreement 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 the 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 the obligations which were suspended. c. (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 U.S.C. (S)(S) 1818(e)) or 8(g)(18(g)(12 U.S.C. (S) 1818(g)) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4) or (g)(1)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. (d) If the Bank is in default as defined in Section 3(x)(13(x) (12 U.S.C. (S) 1813(x)(1)) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1)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. (e) All obligations of the Bank under this Agreement contract shall terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institution: , (i) by the Director of the Office of Thrift Supervision (OTS), or his designee, at the time the Federal Deposit Insurance Corporation ("FDIC) "), at the time FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) (12 U.S.C. (S) 1823(c)) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1823(c)as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989; or (ii) by the Director Office of the OTS Thrift Supervision (or his designee"OTS") at the time the OTS or its District Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the Director 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. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and 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 26 this Section 26 shall prevail. a. (a) The Bank’s Board of Directors Bank may terminate the Executive’s 's employment at any time, but any termination by the Bank, other than termination Termination for Cause, shall not prejudice Executive’s 's right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination Termination for Cause as defined in Section 10(d) of this Agreement~ hereinabove. b. (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)(38(e)(3)(12U.S.C. ss.▇▇. 1818 (e)(3)) or 8(g)(18(g)(12 U.S.C. ss. 1818(g)) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3) or (g)(1)as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, the Bank’s 's obligations under this Agreement 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: shall (i) pay the 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 the obligations which were suspended. c. (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)(12U.S.C. ss.▇▇. 1818(e)) or 8(g)(18(g) (12 U. S.C. ss. 1818 (g)) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4) or (g)(1)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. (d) If the Bank is in default as defined in Section 3(x)(13(x) (12 U.S.C. ss. 1813 (x)(l)) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1)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. (e) All obligations of the Bank under this Agreement contract shall terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institution: (i) , by the Director of the Office of Thrift Supervision (OTS), or his designee, at the time the Federal Deposit Insurance Corporation ("FDIC) "), at the time FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) (12 U.S.C. ss. 1823 (c)) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1823(c), or (ii) as amended by the Director Financial Institutions Reform, Recovery and Enforcement Act of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank 1982; or when the Bank is determined by the Director 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. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and 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 26 this Section 26 shall prevail. a. (a) The Bank’s Board of Directors Bank may terminate the Executive’s 's employment at any time, but any termination by the Bank, other than termination Termination for Cause, shall not prejudice Executive’s 's right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination Termination for Cause as defined in Section 10(d) of this Agreement8 herein. b. (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) or 8(g)(1(g)(1) of the Federal Deposit Insurance Act, Act ("FDIA") (12 U.S.C. Section 1818(e)(3) or and (g)(1)), the Bank’s 's obligations under this 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, in its 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 the its obligations which that were suspended. c. (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)(4) or 8(g)(1(g)(1) of the Federal Deposit Insurance Act, FDIA (12 U.S.C. Section 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. (d) If the Bank is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1FDIA), all 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. (e) All obligations under this Agreement shall terminate, except to the extent determined that continuation of the Agreement is necessary for the continued operation of the institutionmay be terminated: (i) by the Director Commissioner of Banks (the Office of Thrift Supervision (OTS), "Commissioner") or his designee, or her designee at the time the 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 U.S.C. Section 1823(c), or FDIA and (ii) by the Director of the OTS (Commissioner, or his designee) or her designee at the time the Director (or his designee) such designee approves a supervisory merger to resolve problems related to the operations operation of the Bank or when the Bank is determined by the Director Commissioner or the 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. (f) Any payments made to the Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(kss.1828 (k) and FDIC Regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Paymentsany regulations promulgated thereunder.

Required Provisions. In the event any of the foregoing provisions ------------------- of this Agreement Section 26 are in conflict with the terms of this Section 26 Agreement, this Section 26 shall prevail. a. The Bank’s Board of Directors Association may terminate Executive’s 's employment at any time, but any termination by the BankAssociation, other than termination Termination for Cause, shall not prejudice Executive’s 's right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination Termination for Cause as defined in Section 10(d) of this Agreement7 hereinabove. b. If 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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3ss.1818(e)(3) or (g)(1), ; the Bank’s Association 's obligations under this Agreement 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, Association may in its discretion: (i) pay 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 the obligations which were suspended. c. If 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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4ss.1818(e)(4) or (g)(1), 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) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1ss.1813(x), (1) all obligations of the 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 terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institution: (i) by the Director of the Office of Thrift Supervision OTS (OTS), or his designee), the FDIC or the Resolution Trust Corporation, at the time the Federal Deposit Insurance Corporation (FDIC) FDIC enters into an agreement to provide assistance to or on behalf of the Bank Association under the authority contained in Section 13(c) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1823(cU.S.C.ss.1823(c), ; or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank Association or when the Bank Association is determined by the 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. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(kU.S.C.ss.1828(k) and FDIC Regulation 12 C.F.R. Part 359, Golden Parachute Section 545.121 and Indemnification Paymentsany rules and regulations promulgated thereunder.

Required Provisions. In the event any of the foregoing provisions of this Agreement Section 15 are in conflict with the terms of this Section 26 Agreement, this Section 26 15 shall prevail. a. (a) The Bank’s Board of Directors Bank may terminate Executive’s 's employment at any time, but any termination by the Bank, other than termination Termination for Cause, shall not prejudice Executive’s 's right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination Termination for Cause as defined in Section 10(d) of this Agreement7 hereinabove. 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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3S1818(e)(3) or (g)(1), ; the Bank’s 's obligations under this Agreement 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: (i) pay 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 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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4S1818(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) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1(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. (e) All obligations of the Bank under this Agreement contract shall terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institution: (i) by the Director of the Office of Thrift Supervision OTS (OTS), or his designee), the FDIC or the Resolution Trust Corporation, at the time the Federal Deposit Insurance Corporation (FDIC) 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 U.S.C. Section 1823(c(S)1823(c), ; or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. (f) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and FDIC Regulation 12 C.F.R. Part 359, Golden Parachute Section 545.121 and Indemnification Paymentsany rules and regulations promulgated thereunder.

Required Provisions. In the event any of the foregoing provisions of this Agreement Section 16 are in conflict with the terms of this Section 26 Agreement, this Section 26 16 shall prevail. a. The Bank’s Board of Directors may terminate Executive’s employment at any time, but any termination by the Bank, other than termination for Just Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause as defined in Section 10(d) of this AgreementCause. 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) or 8(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 Agreement 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: (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 the obligations which were suspended.. US2008 7569251 2 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) or 8(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) 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 under this Agreement shall terminatebe terminated, except to the extent determined a determination is made that continuation of the Agreement contract is necessary for the continued operation of the institution: Bank (i) by the Director director of the Office of Thrift Supervision the Comptroller of the Currency (OTSthe “OCC”) or her or her designee (the “Director”), or his designee, at the time the Federal Deposit Insurance Corporation (FDIC) OCC 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 U.S.C. Section 1823(c), ; or (ii) by the Director of the OTS (or his designee) Director, at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. Any payments made to Executive employees pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section §1828(k) and FDIC Regulation 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 26 this Section 26 shall prevail. a. (a) The Bank’s Board of Directors Bank may terminate the Executive’s 's employment at any time, but any termination by the Bank, other than termination Termination for Cause, shall not prejudice Executive’s 's right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination Termination for Cause as defined in Section 10(d) of this Agreement7 hereinabove. b. (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 U.S.C. (S)(S) 1818(e)(3)) or 8(g)(18(g) (12 U.S.C. (S) 1818(g)) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3) or (g)(1)as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, the Bank’s 's obligations under this Agreement 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 the 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 the obligations which were suspended. c. (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 U.S.C. (S)(S) 1818(e)) or 8(g)(18(g) (12 U.S.C. (S) 1818(g)) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4) or (g)(1)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. (d) If the Bank is in default as defined in Section 3(x)(13(x) (12 U.S.C. (S) 1813(x)(1)) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1)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. (e) All obligations of the Bank under this Agreement contract shall terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institution: , (i) by the Director of the Office of Thrift Supervision (OTS), or his designee, at the time the Federal Deposit Insurance Corporation ("FDIC) "), at the time FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) (12) U.S.C. (S) 1823(c)) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1823(c)as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989; or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the Director 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. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and 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 26 27, this Section 26 27 shall prevail. a. The Bank’s Board board of Directors directors may terminate Executive’s employment at any time, but any termination by the Bank, other than termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause as defined in Section 10(d11(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) or 8(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 Agreement 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 their contract obligations were suspended; and (ii) reinstate (in whole or in part) any of 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) or 8(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) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all obligations 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 terminate, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institution: (i) by the Director of the Office of Thrift Supervision OTS (OTS), or his designee, ) at the time the Federal Deposit Insurance Corporation (FDIC) 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 U.S.C. Section 1823(c), or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and 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 26 this Section 26 shall prevail. a. (a) The Bank’s Board 's board of Directors directors may terminate the Executive’s 's employment at any time, but any termination by the Bank, other than termination Termination for Cause, shall not prejudice Executive’s 's right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination Termination for Cause as defined in Section 10(d) of this AgreementCause. b. (b) If the Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s Banlc's affairs by a notice served under Section 8(e)(3) (12 U.S.C. ▇▇.▇▇. 1828(e)(3)) or 8(g)(18(g) (12 U.S.C. ss. 1828(g)) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3) or (g)(1)as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, the Bank’s 's obligations under this Agreement 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 the 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 the obligations which were suspended. c. (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 U.S.C. ▇▇.▇▇. 1828(e)) or 8(g)(18(g) (12 U.S.C. ss. 1828(g)) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4) or (g)(1)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. (d) If the Bank is in default as defined in Section 3(x)(13(x) (l2 U.S.C. ss. 1813(x)(1)) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1)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. (e) All obligations of the Bank under this Agreement contract shall terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institution: , (i) by the Director of the Office of Thrift Supervision (OTS), or his designee, at the time the Federal Deposit Insurance Corporation ("FDIC") 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 U.S.C. ss. 1823(c)) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1823(c)as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1982; or (ii) by the Director Office of the OTS Thrift Supervision (or his designee"OTS") at the time the OTS or its District Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the Director 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. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and 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 26 this Section 26 shall prevail. a. (a) The Bank’s '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, shall not prejudice Executive’s 's right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination Termination for Cause as defined in Section 10(d) of this Agreement7 herein above. b. (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 U.S.C. Section 1818(e)(3)) or 8(g)(18(g) (12 U.S.C. Section 1818(g)) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3) or (g)(1)as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, the Bank’s 's obligations under this Agreement 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 the 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 the obligations which were suspended. c. (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 U.S.C. Section 1818(e)) or 8(g)(18(g) (12 U.S.C. Section 1818(g)) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4) or (g)(1)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. (d) If the Bank is in default as defined in Section 3(x)(13(x) (12 U.S.C. Section 1813(x)(1)) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1)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. (e) All obligations of the Bank under this Agreement contract shall terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institution: , (i) by the Director of the Office of Thrift Supervision (OTS), or his or her designee, at the time the Federal Deposit Insurance FDIC or the Resolution Trust Corporation (FDIC"RTC") enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) (12 U.S.C. Section 1823(c)) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1823(c)as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1982; or (ii) by the Director of the OTS (or his or her designee) , at the time the Director (or his designee) or her designee approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the Director 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. (f) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and FDIC Regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Paymentsany regulations promulgated thereunder.

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. 13.1 The Bank’s Board of Directors Institution may terminate the Executive’s 's employment at any time, but any termination by the BankInstitution, other than termination Termination for Cause, shall not prejudice the Executive’s 's right to compensation or other benefits under this Agreement. The Executive shall not have the right to receive compensation or other benefits for any period after termination Termination for Cause as defined in Section 10(d) of this Agreementaccordance with Article 8 above. b. Section 13.2 If the Executive is suspended from office and/or temporarily temp orarily prohibited from participating in the conduct of the Bank’s Institution's affairs by a notice served under Section 8(e)(3) or Section 8(g)(1) of the Federal Deposit Insurance Act, as amended (the "FDI Act"), (12 U.S.C. Section 1818(e)(3) or (g)(1and 12 U.S.C. 1818(g)(1), respectively), the Bank’s obligations of the Institution under this 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, Institution may in its discretion: discretion (i) pay the Executive all or part of the compensation withheld while its contract obligations under this Agreement were suspended; suspended and (ii) reinstate (in whole or in part) any of the obligations which were suspended. c. Section 13.3 If the Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs of the Holding Company or the Institution by an order issued under either Section 8(e)(4) or Section 8(g)(1) of the Federal Deposit Insurance Act, FDI Act (12 U.S.C. Section 1818(e)(41818(e)(1) or (g)(1and 12 U.S.C. 1818(g)(1), respectively), all obligations of the Bank Institution 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. Section 13.4 If the Bank Institution is in default for reasons unrelated to conduct of the Executive, as defined in Section 3(x)(1) of the Federal Deposit Insurance Act, FDI Act (12 U.S.C. Section 1813(x)(1)), all obligations of the Institution under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting partiesparties shall not be affected. e. Section 13.5 All obligations of the Institution under this Agreement shall terminatebe terminated, except to the extent determined that continuation of the this Agreement is necessary for the continued operation of the institution: Institution, (i) by the Director of the Office of Thrift Supervision (OTS), or his designee, at the time the Federal Deposit Insurance Corporation (the "FDIC") at the time FDIC enters into an agreement to provide assistance to or on behalf of the Bank Institution under the authority contained in Section 13(c) of the Federal Deposit Insurance Act, FDI Act (12 U.S.C. Section 1823(c), ); or (ii) by the Director Office of Thrift Supervision (the OTS (or his designee"OTS") at the time the OTS or its District Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank Institution or when the Bank Institution is determined by the Director 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. Section 13.6 Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and FDIC Regulation any rules and regulations promulgated thereunder, including 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 26 26, this Section 26 shall prevail. a. The Bank’s Board board of Directors directors may terminate Executive’s employment at any time, but any termination by the Bank, other than termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause as defined in Section 10(d11(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) or 8(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 Agreement 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 their contract obligations were suspended; and (ii) reinstate (in whole or in part) any of 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) or 8(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) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all 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 terminate, except to the extent determined that continuation of the Agreement is necessary for the continued operation of the institution: (i) by the Director of the Office of Thrift Supervision (OTS), or his designee, at the time the 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 U.S.C. Section 1823(c), or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and 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 26 this Section 26 shall prevail. a. (a) The Bank’s Board of Directors Bank may terminate the Executive’s 's employment at any time, but any termination by the Bank, Bank other than termination Termination for Cause, shall not prejudice Executive’s 's right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination Termination for Cause as defined in Section 10(d) of this Agreement7 hereinabove. b. (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)(38(e)(3)(12U.S.C. ss.▇▇. 1818 (e)(3)) or 8(g)(18(g)(12 U.S.C. ss. 1818(g)) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3) or (g)(1)as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, the Bank’s 's obligations under this Agreement 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: shall (i) pay the 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 the obligations which were suspended. c. (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)(12U.S.C. ss.▇▇. 1818(e)) or 8(g)(18(g) (12 U. S.C. ss. 1818 (g)) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4) or (g)(1)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. (d) If the Bank is in default as defined in Section 3(x)(13(x) (12 U.S.C. ss. 1813 (x)(l)) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1)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. (e) All obligations of the Bank under this Agreement contract shall terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institution: (i) , by the Director of the Office of Thrift Supervision (OTS), or his designee, at the time the Federal Deposit Insurance Corporation ("FDIC) "), at the time FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) (12 U.S.C. ss. 1823 (c)) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1823(c), or (ii) as amended by the Director Financial Institutions Reform, Recovery and Enforcement Act of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank 1982; or when the Bank is determined by the Director 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. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and 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 Section 27 are in conflict with the terms of this Section 26 Agreement, this Section 26 27 shall prevail. a. (a) The Bank’s Board of Directors Bank may terminate Executive’s employment at any time, but any termination by the Bank, other than termination Termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination Termination for Cause as defined in Section 10(d) 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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section Sec. 1818(e)(3) or (g)(1), ; the Bank’s obligations under this Agreement 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: (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 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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 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) of the Federal Deposit Insurance Act, 12 U.S.C. Section 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 terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institution: (i) by the Director of the Office of Thrift Supervision OTS (OTSor her designee), the FDIC or his designeethe Resolution Trust Corporation, at the time the Federal Deposit Insurance Corporation (FDIC) 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 U.S.C. Section Sec. 1823(c), ; or (ii) by the Director of the OTS (or his her designee) at the time the Director (or his her designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. (f) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(kSec.1828(k) and FDIC Regulation 12 C.F.R. Part 359, Golden Parachute Sec. 545.121 and Indemnification Paymentsany rules and regulations promulgated thereunder.

Required Provisions. In the event any of the foregoing The provisions of this Agreement conflict with the terms Section 9 shall apply notwithstanding any other provision of this Section 26 this Section 26 shall prevailAgreement to the contrary. a. (a) The Bank’s Board of Directors may terminate the Executive’s employment at any time, but any termination by the BankAssociation, other than termination for Just Cause, shall not prejudice the Executive’s right to compensation or other benefits under this Agreement. The Executive shall not have the right to receive compensation or other benefits for any period after termination for Just Cause as defined in Section 10(d) of this Agreement. b. (b) If the 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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3) or (g)(1), the BankAssociation’s obligations under this 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 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 the obligations which were suspended. c. (c) If the 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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4) or (g)(1), 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. (d) If the Bank Association is in default as defined in Section 3(x)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all 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. (e) All obligations under this Agreement shall terminate, except to the extent determined that continuation of the Agreement is necessary for the continued operation of the institutionAssociation: (i) by the Director Comptroller of the Office of Thrift Supervision (OTS)Currency, or his designeeher designee (the “Comptroller”), at the time the Federal Deposit Insurance Corporation (FDIC) enters into an agreement to provide assistance to or on behalf of the Bank Association under the authority contained in Section 13(c) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1823(c), or (ii) by the Director of the OTS (or his designee) Comptroller at the time the Director (or his designee) Comptroller approves a supervisory merger to resolve problems related to the operations of the Bank Association or when the Bank Association is determined by the Director 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. (f) Any payments made to the Executive pursuant to this Agreement, or otherwise, are subject to to, and conditioned upon upon, their compliance with 12 U.S.C. Section 1828(k) and 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 Section 26 are in conflict with the terms of this Section 26 Agreement, this Section 26 shall prevail. a. The Bank’s Board of Directors Bank may terminate Executive’s employment at any time, but any termination by the Bank, other than termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause as defined in Section 10(d11(d) of this Agreementabove. 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) or 8(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 Agreement 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 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) or 8(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) 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 terminatebe terminated, except to the extent it is determined that continuation of the Agreement contract is necessary for the continued operation of the institution: (i) by the Director of the Office of Thrift Supervision OTS (OTS), or his designee), the FDIC or the Resolution Trust Corporation, at the time the Federal Deposit Insurance Corporation (FDIC) 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 U.S.C. Section 1823(c), ; or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and FDIC Regulation 12 C.F.R. C.F.R., Part 359, Golden Parachute and Indemnification Payments.

Required Provisions. In the event any of the foregoing provisions of this Agreement Section 17 are in conflict with the other terms of this Section 26 Agreement, this Section 26 17 shall prevail. a. (a) The Bank’s Board board of Directors directors may terminate Executive’s employment at any time, but any termination by the Bank, other than termination Termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination Termination for Cause as defined in Section 10(d2(b) of this Agreementabove. 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) or 8(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 Agreement 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: (i) pay 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 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) or 8(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) 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 terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institutionBank: (i) by the Director of the Office of Thrift Supervision OTS (OTS), or his designee), at the time the Federal Deposit Insurance Corporation (FDIC) 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 U.S.C. Section §1823(c), ; or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. (f) Any payments made to Executive employees pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section §1828(k) and FDIC Regulation 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 Section 26 are in conflict with the terms of this Section 26 Agreement, this Section 26 shall prevail. a. (a) The Bank’s Board of Directors Bank may terminate Executive’s employment at any time, but any termination by the Bank, other than termination Termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination Termination for Cause as defined in Section 10(d) of this Agreement7 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) or 8(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 Agreement 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 their contract obligations were suspended; and (ii) reinstate (in whole or in part) any of 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) or 8(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) 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 terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institution: (i) by the Director of the Office of Thrift Supervision OTS (OTS), or his designee), the FDIC or the Resolution Trust Corporation, at the time the Federal Deposit Insurance Corporation (FDIC) 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 U.S.C. Section 1823(c), ; or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the 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. (f) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and FDIC Regulation 12 C.F.R. Part 359, Golden Parachute Section 545.121 and Indemnification Paymentsany rules and regulations promulgated thereunder.

Required Provisions. In the event any of the foregoing provisions of this Agreement Section 26 are in conflict with the terms of this Section 26 Agreement, this Section 26 shall prevail. a. The Bank’s Board of Directors Association may terminate Executive’s 's employment at any time, but any termination by the BankAssociation, other than termination Termination for Cause, shall not prejudice Executive’s 's right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination Termination for Cause as defined in Section 10(d) of this Agreement7 hereinabove. b. If 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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3(S)1818(e)(3) or (g)(1), ; the Bank’s Association's obligations under this Agreement 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, Association may in its discretion: (i) pay 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 the obligations which were suspended. c. If 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) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4(S)1818(e)(4) or (g)(1), 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) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1(S)1813(x), (1) all obligations of the 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 terminatebe terminated, except to the extent determined that continuation of the Agreement contract is necessary for the continued operation of the institution: (i) by the Director of the Office of Thrift Supervision OTS (OTS), or his designee), the FDIC or the Resolution Trust Corporation, at the time the Federal Deposit Insurance Corporation (FDIC) FDIC enters into an agreement to provide assistance to or on behalf of the Bank Association under the authority contained in Section 13(c) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1823(c(S)1823(c), ; or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank Association or when the Bank Association is determined by the 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. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k(S)1828(k) and FDIC Regulation 12 C.F.R. Part 359, Golden Parachute Section 545.121 and Indemnification Paymentsany rules and regulations promulgated thereunder.

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. (a) The Bank’s Board of Directors Employer may terminate Executive’s 's employment at any time, but any termination by the Bank, Employer's Board other than termination Termination for Cause, Cause as defined in Section 8 hereof shall not prejudice Executive’s 's right to compensation or other benefits under this Agreement. Executive shall not have the no right to receive compensation or other benefits for any period after termination Termination for Cause as defined in Section 10(d) of this AgreementCause. b. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s Employer's affairs by a notice served under Section 8(e)(3) [12 U.S.C. ss.1818(e)(3)] or 8(g)(1) [12 U.S.C. ss.1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3) or (g)(1), the Bank’s Employer's obligations under this 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, Employer may in its discretion: discretion (i) pay Executive all or part of the compensation withheld while its contract Agreement obligations were suspended; suspended and (ii) reinstate (in whole or in part) any of the its obligations which were suspended. c. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s Employer's affairs by an order issued under Section 8(e)(4) [12 U.S.C. ss.1818(e)(4)] or 8(g)(1) [12 U.S.C. ss.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 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. (d) If the Bank Employer is in default as defined in Section 3(x)(1) [12 U.S.C. ss.1813(x)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all obligations of the 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. (e) All obligations under this Agreement shall terminatebe terminated, except to the extent determined that continuation of the Agreement is necessary for the continued operation of the institution: Employer, (i) by the Director of the Office of Thrift Supervision (OTS), OTS or his or her designee, at the time the Federal Deposit Insurance Corporation (FDIC) 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 U.S.C. ss.1823(c)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1823(c), ; or (ii) by the Director of the OTS (or his designee) or her designee at the time the Director (or his designee) or her designee approves a supervisory merger to resolve problems related to the operations operation of the Bank Employer or when the Bank Employer is determined by the 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. Any (f) Notwithstanding anything herein contained to the contrary, any payments made to Executive by 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 FDIC Regulation the regulations promulgated thereunder in 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.