Common use of Termination Following a Change in Control Clause in Contracts

Termination Following a Change in Control. If the Director exercises his withdrawal rights pursuant to Subsection 2.2, Phantom Contributions shall commence in the Plan Year following the Plan Year in which the Director first exercises his withdrawal rights. If a Change in Control occurs at the Bank, and within thirty-six (36) months of such Change in Control, the Director's service is either (i) involuntarily terminated, or (ii) voluntarily terminated by the Director after: (A) a material change in the Director's function, duties, or responsibilities, which change would cause the Director's position to become one of lesser responsibility, importance, or scope from the position the Director held at the time of the Change in Control, (B) a relocation of the Director's principal place of service by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director from those being provided at the time of the Change in Control, the Phantom Contribution set forth below shall be required of the Bank. The Bank shall be required to record a lump sum Phantom Contribution in the Accrued Benefit Account within ten (10) days of the Director's termination of service equal to (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) of the interest only component of the Elective Contribution. The amount of such final Phantom Contribution shall be actuarially determined based on the Phantom Contribution required, at such time, in order to provide a benefit via this Agreement equal in amount to that benefit which would have been payable to the Director if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106. (Such actuarial determination shall reflect the fact that amounts shall be payable from both the Accrued Benefit Account as well as the Retirement Income Trust Fund and shall also reflect the amount and timing of any withdrawal(s) made by the Director from the Retirement Income Trust Fund pursuant to Subsection 2.2.)

Termination Following a Change in Control. If the Director exercises does not exercise his withdrawal rights pursuant to Subsection 2.2, Phantom Contributions shall commence in the Plan Year following the Plan Year in which the Director first exercises his withdrawal rights. If 2.2 and a Change in Control occurs at the Bank, and followed within thirty-six (36) months of such Change in Control, the Director's service is by either (i) involuntarily terminatedthe Director's involuntary termination of service, or (ii) voluntarily terminated by the Director Director's voluntary termination of service after: (A) a material change in the Director's function, duties, or responsibilities, which change would cause the Director's position to become one of lesser responsibility, importance, or scope from the position the Director held at the time of the Change in Control, (B) a relocation of the Director's principal place of service by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director from those being provided at the time of the Change in Control, the Phantom Contribution Emeritus Contributions as set forth below on Schedule A shall continue to be required of the Bank. The Bank shall be required to record a make an immediate lump sum Phantom Contribution in the Accrued Benefit Account within ten (10) days of to the Director's termination of service Retirement Income Trust Fund in an amount equal to to: (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) of the interest only component of the Elective Contribution. The ; provided, however, that, if necessary, an additional amount of such final Phantom Contribution shall be actuarially determined based on contributed to the Phantom Contribution required, at such time, in order Retirement Income Trust Fund which is sufficient to provide the Director with after-tax benefits (assuming a benefit via this Agreement constant tax rate equal to the rate in effect as of the date of Director's termination) beginning at Benefit Age following such termination, equal in amount to that benefit which would have been payable to the Director if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106. (Such actuarial determination shall reflect the fact that amounts shall be payable from both the Accrued Benefit Account as well as the Retirement Income Trust Fund and shall also reflect the amount and timing of any withdrawal(s) made by the Director from the Retirement Income Trust Fund pursuant to Subsection 2.2.)

Termination Following a Change in Control. If the Director exercises does not exercise his withdrawal rights pursuant to Subsection 2.2, Phantom Contributions shall commence in the Plan Year following the Plan Year in which the Director first exercises his withdrawal rights. If 2.2 and a Change in Control occurs at the Bank, and followed within thirty-six (36) months of such Change in Control, the Director's service is by either (i) involuntarily terminatedthe Director's involuntary termination of service, or (ii) voluntarily terminated by the Director Director's voluntary termination of service after: (A) a material change in the Director's function, duties, or responsibilities, which change would cause the Director's position to become one of lesser responsibility, importance, or scope from the position the Director held at the time of the Change in Control, (B) a relocation of the Director's principal place of service by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director from those being provided at the time of the Change in Control, the Phantom Contribution Emeritus Contributions as set forth below on Schedule A shall continue to be required of the Bank. The Bank shall be required to record a make an immediate lump sum Phantom Contribution in the Accrued Benefit Account within ten (10) days of to the Director's termination of service Retirement Income Trust Fund in an amount equal to to: (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) of the interest only component of the Elective Contribution. The ; provided, however, that, if necessary, an additional amount of such final Phantom Contribution shall be actuarially determined based on contributed to the Phantom Contribution required, at such time, in order Retirement Income Trust Fund which is sufficient to provide the Director with after-tax benefits (assuming a benefit via this Agreement constant tax rate equal to the rate in effect as of the date of Director=s termination) beginning at Benefit Age following such termination, equal in amount to that benefit which would have been payable to the Director if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106. (Such actuarial determination shall reflect the fact that amounts shall be payable from both the Accrued Benefit Account as well as the Retirement Income Trust Fund and shall also reflect the amount and timing of any withdrawal(s) made by the Director from the Retirement Income Trust Fund pursuant to Subsection 2.2.)

Termination Following a Change in Control. If the Director exercises his withdrawal rights pursuant to Subsection 2.2, Phantom Contributions shall commence in the Plan Year following the Plan Year in which the Director first exercises his withdrawal rights. If a Change in Control occurs at the Bank, and within thirty-six (36) months of such Change in Control, the Director's service is either (i) involuntarily terminated, or (ii) voluntarily terminated by the Director after: (A) a material change in the Director's function, duties, or responsibilities, which change would cause the Director's position to become one of lesser responsibility, importance, or scope from the position the Director held at the time of the Change in Control, (B) a relocation of the Director's principal place of service by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director from those being provided at the time of the Change in Control, the Phantom Contribution set forth below shall be required of the Bank. The Bank shall be required to record a lump sum Phantom Contribution in the Accrued Benefit Account within ten (10) days of the Director's =s termination of service equal to (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) of the interest only component of the Elective Contribution. The amount of such final Phantom Contribution shall be actuarially determined based on the Phantom Contribution required, at such time, in order to provide a benefit via this Agreement equal in amount to that benefit which would have been payable to the Director if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106. (Such actuarial determination shall reflect the fact that amounts shall be payable from both the Accrued Benefit Account as well as the Retirement Income Trust Fund and shall also reflect the amount and timing of any withdrawal(s) made by the Director from the Retirement Income Trust Fund pursuant to Subsection 2.2.)

Termination Following a Change in Control. If the Director exercises Executive does not exercise his withdrawal rights pursuant to Subsection 2.2, Phantom Contributions shall commence in the Plan Year following the Plan Year in which the Director first exercises his withdrawal rights. If 2.2 and a Change in Control occurs at the Bank, and followed within thirty-six (36) months of such Change in Control, the Director's service is by either (i) involuntarily terminatedthe Executive's involuntary termination of employment, or (ii) voluntarily terminated by the Director Executive's voluntary termination of employment after: (A) a material change in the DirectorExecutive's function, duties, or responsibilities, which change would cause the DirectorExecutive's position to become one of lesser responsibility, importance, or scope from the position the Director Executive held at the time of the Change in Control, (B) a relocation of the DirectorExecutive's principal place of service employment by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director Executive from those being provided at the time of the Change in Control, the Phantom Contribution set forth below on Schedule A shall continue to be required of the Bank. The Bank shall be required to record a make an immediate lump sum Phantom Contribution to the Executive's Retirement Income Trust Fund in the Accrued Benefit Account within ten (10) days of the Director's termination of service an amount equal to to: (i) the full Emeritus Contribution required for the Plan Year in which such involuntary termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund; provided, and however, that, if necessary, an additional amount shall be contributed to the Retirement Income Trust Fund which is sufficient to provide the Executive with after-tax benefits (iii) the present value (computed using the assuming a discount constant tax rate equal to the Interest Factor) rate in effect as of the interest only component date of the Elective Contribution. The amount of such final Phantom Contribution shall be actuarially determined based on the Phantom Contribution requiredExecutive's termination) beginning at his Benefit Age, at such time, in order to provide a benefit via this Agreement equal in amount to that benefit which would have been payable to the Director Executive if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106. (Such actuarial determination shall reflect the fact that amounts shall be payable from both the Accrued Benefit Account as well as the Retirement Income Trust Fund and shall also reflect the amount and timing of any withdrawal(s) made by the Director from the Retirement Income Trust Fund pursuant to Subsection 2.2.)

Termination Following a Change in Control. If the Director exercises Executive does not exercise his withdrawal rights pursuant to Subsection 2.2, Phantom Contributions shall commence in the Plan Year following the Plan Year in which the Director first exercises his withdrawal rights. If 2.2 and a Change in Control occurs at the Bank, and followed within thirty-six (36) months of such Change in Control, the Director's service is by either (i) involuntarily terminatedthe Executive’s involuntary termination of employment, or (ii) voluntarily terminated by the Director Executive’s voluntary termination of employment after: (A) a material change in the Director's Executive’s function, duties, or responsibilities, which change would cause the Director's Executive’s position to become one of lesser responsibility, importance, or scope from the position the Director Executive held at the time of the Change in Control, (B) a relocation of the Director's Executive’s principal place of service employment by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director Executive from those being provided at the time of the Change in Control, the Phantom Contribution set forth below on Schedule A shall continue to be required of the Bank. The Bank shall be required to record a make an immediate lump sum Phantom Contribution in contribution to the Accrued Benefit Account within ten (10) days of the Director's termination of service Retirement Income Trust Fund equal to (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund; provided, and however, in no event shall the Contribution be less than an amount which is sufficient to provide the Executive with after-tax benefits (iii) the present value (computed using the assuming a discount constant tax rate equal to the Interest Factor) rate in effect as of the interest only component date of the Elective Contribution. The amount of such final Phantom Contribution shall be actuarially determined based on the Phantom Contribution requiredExecutive’s termination) beginning at his Benefit Age, at such time, in order to provide a benefit via this Agreement equal in amount to that benefit which would have been payable to the Director Executive if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106. (Such actuarial determination shall reflect the fact that amounts shall be payable from both the Accrued Benefit Account as well as the Retirement Income Trust Fund and shall also reflect the amount and timing of any withdrawal(s) made by the Director from the Retirement Income Trust Fund pursuant to Subsection 2.2.)

Termination Following a Change in Control. If If, within the Director exercises his withdrawal rights pursuant to Subsection 2.2, Phantom Contributions shall commence in the Plan Year two year period following the Plan Year in which the Director first exercises his withdrawal rights. If a Change in Control occurs at (as defined below), (X) Executive's employment is terminated by the Bank, and within thirty-six (36) months of such Change in Control, Company or by the DirectorEmployer for any reason other than Executive's service is either (i) involuntarily terminateddeath or disability or for Cause, or (iiY) voluntarily terminated by the Director after: (A) a material change in the Director's functionExecutive terminates his employment for Good Reason, duties, or responsibilities, which change would cause the Director's position to become one of lesser responsibility, importance, or scope from the position the Director held at the time of the Change in Control, (B) a relocation of the Director's principal place of service by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director from those being provided at the time of the Change in Control, the Phantom Contribution set forth below shall be required of the Bank. The Bank shall be required to record a lump sum Phantom Contribution in the Accrued Benefit Account within ten (10) days of the Director's termination of service equal to (i) the full Emeritus Contribution required for Company or the Plan Year in which such termination occurs, if not yet made, Employer shall pay Executive as severance a lump sum amount equal to (A) two times the sum of (1) Executive's then Base Salary plus (ii2) Executive's highest annual Performance Bonus in the three year period immediately preceding such Change in Control and (B) the present value of all other benefits otherwise payable through the then remaining Employment Period under Sections 3(d) and 3(f) of this Agreement, and (computed using ii) all outstanding equity incentive awards shall immediately vest, and Executive shall be entitled to receive a discount rate lump sum amount equal to the Interest Factor"spread" on any then outstanding stock options or similar awards held by Executive in exchange for the surrender and cancellation of such awards. A Change in Control shall be deemed to have occurred if any of the following conditions shall have been satisfied: (i) any "person" as such term is used in Section 13(d) and 14(d) of all remaining Emeritus Contributions the Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than the Company; any trustee or other fiduciary holding securities under an employee benefit plan of the Company; or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership at such time of stock of the Company), is or becomes after the Effective Date the "beneficial owner" (as defined in Rules 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company (not included in the securities beneficially owned by such person any securities acquired directly from the Company) representing 35% or more of the combined voting power of the Company's then outstanding securities, (ii) during any period of two consecutive years (not including any period prior to the Retirement Income Trust FundEffective Date), individuals who at the beginning of such period constitute the Board of Directors, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described within this definition of Change in Control) whose election by the Board of Directors or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the Board of Directors then still in office who either were members of the Board of Directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof, (iii) the present value (computed using stockholders of the Company approve a discount rate equal merger or consolidation of the Company with any other entity and, in connection with such merger or consolidation, individuals who constitute the Board of Directors immediately prior to the Interest Factor) time any agreement to effect such merger or consolidation is entered into fail for any reason to constitute at least a majority of the interest only component board of directors of the Elective Contribution. The amount surviving corporation following the consummation of such final Phantom Contribution shall be actuarially determined based on merger or consolidation, or (iv) the Phantom Contribution required, at such time, in order to provide stockholders of the Company approve (a) a benefit via this Agreement equal in amount to that benefit which would have been payable to plan of complete liquidation of the Director if no secular trust had been implemented and Company or (b) an agreement for the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106. (Such actuarial determination shall reflect the fact that amounts shall be payable from both the Accrued Benefit Account as well as the Retirement Income Trust Fund and shall also reflect the amount and timing of any withdrawal(s) made sale or disposition by the Director from Company of all or substantially all the Retirement Income Trust Fund pursuant to Subsection 2.2Company's assets.)

Termination Following a Change in Control. If the Director Executive exercises his withdrawal rights pursuant to Subsection 2.2, Phantom Contributions shall commence in the Plan Year following the Plan Year in which the Director Executive first exercises his withdrawal rights. If a Change in Control occurs at the Bank, and within thirty-six (36) months of such Change in Control, the Director's service Executive’s employment is either (i) involuntarily terminated, or (ii) voluntarily terminated by the Director Executive after: (A) a material change in the Director's Executive’s function, duties, or responsibilities, which change would cause the Director's Executive’s position to become one of lesser responsibility, importance, or scope from the position the Director Executive held at the time of the Change in Control, (B) a relocation of the Director's Executive’s principal place of service employment by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director Executive from those being provided at the time of the Change in Control, the Phantom Contribution set forth below shall be required of the Bank. The Bank shall be required to record a lump sum Phantom Contribution in the Accrued Benefit Account within ten (10) days of the Director's Executive’s termination of service equal to (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) of the interest only component of the Elective Contributionemployment. The amount of such final Phantom Contribution shall be actuarially determined based on the Phantom Contribution required, at such time, in order to provide a benefit via this Agreement equal in amount to that benefit which would have been payable equivalent to the Director if no secular trust had been implemented Supplemental Retirement Income Benefit, on an after-tax basis, commencing on the Executive’s Benefit Eligibility Date and continuing for the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106duration of the Payout Period. (Such actuarial determination shall reflect the fact that amounts shall be payable from both the Accrued Benefit Account as well as the Retirement Income Trust Fund and shall also reflect the amount and timing of any withdrawal(s) made by the Director Executive from the Retirement Income Trust Fund pursuant to Subsection 2.2.)

Termination Following a Change in Control. If the Director exercises his withdrawal rights pursuant to Subsection 2.2, Phantom Contributions shall commence in the Plan Year following the Plan Year in which the Director first exercises his withdrawal rights. If a Change in Control occurs at the Bank, and within thirty-six (36) months of such Change in Control, the Director's ’s service is either (i) involuntarily terminated, or (ii) voluntarily terminated by the Director after: (A) a material change in the Director's ’s function, duties, or responsibilities, which change would cause the Director's ’s position to become one of lesser responsibility, importance, or scope from the position the Director held at the time of the Change in Control, (B) a relocation of the Director's ’s principal place of service by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director from those being provided at the time of the Change in Control, the Phantom Contribution set forth below shall be required of the Bank. The Bank shall be required to record a lump sum Phantom Contribution in the Accrued Benefit Account within ten (10) days of the Director's =s termination of service equal to (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) of the interest only component of the Elective Contribution. The amount of such final Phantom Contribution shall be actuarially determined based on the Phantom Contribution required, at such time, in order to provide a benefit via this Agreement equal in amount to that benefit which would have been payable to the Director if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106. (Such actuarial determination shall reflect the fact that amounts shall be payable from both the Accrued Benefit Account as well as the Retirement Income Trust Fund and shall also reflect the amount and timing of any withdrawal(s) made by the Director from the Retirement Income Trust Fund pursuant to Subsection 2.2.)

Termination Following a Change in Control. If If, within the Director exercises his withdrawal rights pursuant to Subsection 2.2, Phantom Contributions shall commence in the Plan Year two year period following the Plan Year in which the Director first exercises his withdrawal rights. If a Change in Control occurs at (as defined below), (X) Executive's employment is terminated by the Bank, and within thirty-six (36) months of such Change in Control, Company or by the DirectorEmployer for any reason other than Executive's service is either (i) involuntarily terminateddeath or disability or for Cause, or (iiY) voluntarily terminated by the Director after: (A) a material change in the Director's functionExecutive terminates his employment for Good Reason, duties, or responsibilities, which change would cause the Director's position to become one of lesser responsibility, importance, or scope from the position the Director held at the time of the Change in Control, (B) a relocation of the Director's principal place of service by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director from those being provided at the time of the Change in Control, the Phantom Contribution set forth below shall be required of the Bank. The Bank shall be required to record a lump sum Phantom Contribution in the Accrued Benefit Account within ten (10) days of the Director's termination of service equal to (i) the full Emeritus Contribution required for Company or the Plan Year in which such termination occurs, if not yet made, Employer shall pay Executive as severance a lump sum amount equal to (A) three times the sum of (1) Executive's then Base Salary plus (ii2) Executive's highest annual Performance Bonus in the three year period immediately preceding such Change in Control and (B) the present value of all other benefits otherwise payable through the then remaining Employment Period under Sections 3(d) and 3(f) of this Agreement, and (computed using ii) all outstanding equity incentive awards shall immediately vest, and Executive shall be entitled to receive a discount rate lump sum amount equal to the Interest Factor"spread" on any then outstanding stock options or similar awards held by Executive in exchange for the surrender and cancellation of such awards. A Change in Control shall be deemed to have occurred if any of the following conditions shall have been satisfied: (i) any "person" as such term is used in Section 13(d) and 14(d) of all remaining Emeritus Contributions the Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than the Company; any trustee or other fiduciary holding securities under an employee benefit plan of the Company; or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership at such time of stock of the Company), is or becomes after the Effective Date the "beneficial owner" (as defined in Rules 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company (not included in the securities beneficially owned by such person any securities acquired directly from the Company) representing 35% or more of the combined voting power of the Company's then outstanding securities, (ii) during any period of two consecutive years (not including any period prior to the Retirement Income Trust FundEffective Date), individuals who at the beginning of such period constitute the Board of Directors, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described within this definition of Change in Control) whose election by the Board of Directors or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the Board of Directors then still in office who either were members of the Board of Directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof, (iii) the present value (computed using stockholders of the Company approve a discount rate equal merger or consolidation of the Company with any other entity and, in connection with such merger or consolidation, individuals who constitute the Board of Directors immediately prior to the Interest Factor) time any agreement to effect such merger or consolidation is entered into fail for any reason to constitute at least a majority of the interest only component board of directors of the Elective Contribution. The amount surviving corporation following the consummation of such final Phantom Contribution shall be actuarially determined based on merger or consolidation, or (iv) the Phantom Contribution required, at such time, in order to provide stockholders of the Company approve (a) a benefit via this Agreement equal in amount to that benefit which would have been payable to plan of complete liquidation of the Director if no secular trust had been implemented and Company or (b) an agreement for the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106. (Such actuarial determination shall reflect the fact that amounts shall be payable from both the Accrued Benefit Account as well as the Retirement Income Trust Fund and shall also reflect the amount and timing of any withdrawal(s) made sale or disposition by the Director from Company of all or substantially all the Retirement Income Trust Fund pursuant to Subsection 2.2Company's assets.)

Termination Following a Change in Control. If the Director Executive exercises his withdrawal rights pursuant to Subsection 2.2, Phantom Contributions shall commence in the Plan Year following the Plan Year in which the Director Executive first exercises his withdrawal rights. If a Change in Control occurs at the Bank, and within thirty-six (36) months of such Change in Control, the DirectorExecutive's service employment is either (i) involuntarily terminated, or (ii) voluntarily terminated by the Director Executive after: (A) a material change in the DirectorExecutive's function, duties, or responsibilities, which change would cause the DirectorExecutive's position to become one of lesser responsibility, importance, or scope from the position the Director Executive held at the time of the Change in Control, (B) a relocation of the DirectorExecutive's principal place of service employment by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director Executive from those being provided at the time of the Change in Control, the Phantom Contribution set forth below shall be required of the Bank. The Bank shall be required to record a lump sum Phantom Contribution in the Accrued Benefit Account within ten (10) days of the DirectorExecutive's termination of service equal to (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) of the interest only component of the Elective Contributionemployment. The amount of such final Phantom Contribution shall be actuarially determined based on the Phantom Contribution required, at such time, in order to provide a benefit via this Agreement equal in amount to that benefit which would have been payable equivalent to the Director if no secular trust had been implemented Supplemental Retirement Income Benefit, on an after-tax basis, commencing on the Executive's Benefit Eligibility Date and continuing for the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106duration of the Payout Period. (Such actuarial determination shall reflect the fact that amounts shall be payable from both the Accrued Benefit Account as well as the Retirement Income Trust Fund and shall also reflect the amount and timing of any withdrawal(s) made by the Director Executive from the Retirement Income Trust Fund pursuant to Subsection 2.2.)

Termination Following a Change in Control. If the Director Executive exercises his withdrawal rights pursuant to Subsection 2.2, Phantom Contributions shall commence in the Plan Year following the Plan Year in which the Director Executive first exercises his withdrawal rights. If a Change in Control occurs at the Bank, and within thirty-six (36) months of such Change in Control, the DirectorExecutive's service is either (i) involuntarily terminated, or (ii) voluntarily terminated by the Director Executive after: (A) a material change in the DirectorExecutive's function, duties, or responsibilities, which change would cause the DirectorExecutive's position to become one of lesser responsibility, importance, or scope from the position the Director Executive held at the time of the Change in Control, (B) a relocation of the DirectorExecutive's principal place of service by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director Executive from those being provided at the time of the Change in Control, the Phantom Contribution set forth below shall be required of the Bank. The Bank shall be required to record a lump sum Phantom Contribution in the Accrued Benefit Account within ten (10) days of the Director's Executive=s termination of service equal to (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) of the interest only component of the Elective Contribution. .. The amount of such final Phantom Contribution shall be actuarially determined based on the Phantom Contribution required, at such time, in order to provide a benefit via this Agreement equal in amount to that benefit which would have been payable to the Director Executive if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106. (Such actuarial determination shall reflect the fact that amounts shall be payable from both the Accrued Benefit Account as well as the Retirement Income Trust Fund and shall also reflect the amount and timing of any withdrawal(s) made by the Director Executive from the Retirement Income Trust Fund pursuant to Subsection 2.2.)

Termination Following a Change in Control. If In the Director exercises his withdrawal rights pursuant to Subsection 2.2event that, Phantom Contributions shall commence in the Plan Year following the Plan Year in which the Director first exercises his withdrawal rights. If a Change in Control occurs at the Bank, and within thirty-six (36) months of such Change in Control, the Director's service Executive’s employment is either (i) involuntarily terminated, or (ii) voluntarily terminated by the Director afterCompany (or its successor) without Cause or by the Executive for Good Reason, subject to the Executive releasing the Company (or its successor) from claims by executing and timely returning a form provided by the Company (or its successor), which form shall be irrevocable no later than sixty (60) days following the date of termination of the Executive’s employment with the Company, the Executive shall receive: (Aa) any Accrued Obligations, payable in a material change in the Director's function, duties, or responsibilities, which change would cause the Director's position to become one of lesser responsibility, importance, or scope from the position the Director held at lump sum within the time of the Change period required by applicable law, and in Control, (B) a relocation of the Director's principal place of service by more no event later than thirty (30) miles from its location days following the date of termination of the Executive’s employment with the Company; (b) severance pay equal to the Executive’s Base Salary for the Severance Period plus the full amount of the Performance Bonus for the year in which the termination of the Executive’s employment occurs, payable as a lump sum within the same time period as the Accrued Obligations; and (c) an additional lump sum payment equivalent to the Company’s portion of the premium payable under the Company’s health insurance benefits and sufficient to cover twelve (12) months of COBRA coverage for the Executive, such amount be paid on the Company’s first regular pay date no later than on the sixtieth (60th) day following the date of termination of the Executive’s employment. In addition, in the event of termination of the Executive’s employment under this Section 3 of Article IV following a Change in Control: (d) all unvested stock options and restricted stock units granted by the Company to the Executive prior to the Change in Control, that have been assumed or substituted by the Company’s successor, shall become fully vested as of the date of termination of the Executive’s employment; and (Ce) a material reduction the time period in which the benefits and perquisites Executive may exercise his vested stock options shall be extended to the Director from those being provided at the time earlier of the Change in Control, the Phantom Contribution set forth below shall be required of the Bank. The Bank shall be required to record a lump sum Phantom Contribution in the Accrued Benefit Account within ten (10) days of the Director's termination of service equal to (i) the full Emeritus Contribution required for the Plan Year in which such termination occursoriginal expiration date of a certain option grant, if not yet made, plus or (ii) twelve (12) months following the present value (computed using a discount rate equal to the Interest Factor) date of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) termination of the interest only component of the Elective Contribution. The amount of such final Phantom Contribution shall be actuarially determined based on the Phantom Contribution required, at such time, in order to provide a benefit via this Agreement equal in amount to that benefit which would have been payable to the Director if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106. (Such actuarial determination shall reflect the fact that amounts shall be payable from both the Accrued Benefit Account as well as the Retirement Income Trust Fund and shall also reflect the amount and timing of any withdrawal(s) made by the Director from the Retirement Income Trust Fund pursuant to Subsection 2.2Executive’s employment.)

Termination Following a Change in Control. If the Director exercises does not exercise his withdrawal rights pursuant to Subsection 2.2, Phantom Contributions shall commence in the Plan Year following the Plan Year in which the Director first exercises his withdrawal rights. If 2.2 and a Change in Control occurs at the Bank, and followed within thirty-six (36) months of such Change in Control, the Director's service is by either (i) involuntarily terminatedthe Director’s involuntary termination of service, or (ii) voluntarily terminated by the Director Director’s voluntary termination of service after: (A) a material change in the Director's ’s function, duties, or responsibilities, which change would cause the Director's ’s position to become one of lesser responsibility, importance, or scope from the position the Director held at the time of the Change in Control, (B) a relocation of the Director's ’s principal place of service by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director from those being provided at the time of the Change in Control, the Phantom Contribution Emeritus Contributions as set forth below on Schedule A shall continue to be required of the Bank. The Bank shall be required to record a make an immediate lump sum Phantom Contribution in the Accrued Benefit Account within ten (10) days of to the Director's termination of service ’s Retirement Income Trust Fund in an amount equal to to: (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) of the interest only component of the Elective Contribution. The ; provided, however, that, if necessary, an additional amount of such final Phantom Contribution shall be actuarially determined based on contributed to the Phantom Contribution required, at such time, in order Retirement Income Trust Fund which is sufficient to provide the Director with after-tax benefits (assuming a benefit via this Agreement constant tax rate equal to the rate in effect as of the date of Director=s termination) beginning at Benefit Age following such termination, equal in amount to that benefit which would have been payable to the Director if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106. (Such actuarial determination shall reflect the fact that amounts shall be payable from both the Accrued Benefit Account as well as the Retirement Income Trust Fund and shall also reflect the amount and timing of any withdrawal(s) made by the Director from the Retirement Income Trust Fund pursuant to Subsection 2.2.)

Termination Following a Change in Control. If the Director exercises Executive does not exercise his withdrawal rights pursuant to Subsection 2.2, Phantom Contributions shall commence in the Plan Year following the Plan Year in which the Director first exercises his withdrawal rights. If 2.2 and a Change in Control occurs at the Bank, and followed within thirty-six (36) months of such Change in Control, the Director's service is by either (i) involuntarily terminatedthe Executive's involuntary termination of service, or (ii) voluntarily terminated by the Director Executive's voluntary termination of service after: (A) a material change in the DirectorExecutive's function, duties, or responsibilities, which change would cause the DirectorExecutive's position to become one of lesser responsibility, importance, or scope from the position the Director Executive held at the time of the Change in Control, (B) a relocation of the DirectorExecutive's principal place of service by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director Executive from those being provided at the time of the Change in Control, the Phantom Contribution Contributions as set forth below on Schedule A shall continue to be required of the Bank. The Bank shall be required to record a make an immediate lump sum Phantom Contribution to the Executive's Retirement Income Trust Fund in the Accrued Benefit Account within ten (10) days of the Director's termination of service an amount equal to to: (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund; provided, and however, if necessary an additional amount shall be contributed to the Retirement Income Trust Fund which is sufficient to provide the Executive with after-tax benefits (iii) the present value (computed using the assuming a discount constant tax rate equal to the Interest Factor) rate in effect as of the interest only component date of the Elective Contribution. The amount of Executive=s termination) beginning at Benefit Age following such final Phantom Contribution shall be actuarially determined based on the Phantom Contribution requiredtermination, at such time, in order to provide a benefit via this Agreement equal in amount to that benefit which would have been payable to the Director Executive if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106. (Such actuarial determination shall reflect the fact that amounts shall be payable from both the Accrued Benefit Account as well as the Retirement Income Trust Fund and shall also reflect the amount and timing of any withdrawal(s) made by the Director from the Retirement Income Trust Fund pursuant to Subsection 2.2.)

Termination Following a Change in Control. If the Director exercises Executive does not exercise his withdrawal rights pursuant to Subsection 2.2, Phantom Contributions shall commence in the Plan Year following the Plan Year in which the Director first exercises his withdrawal rights. If 2.2 and a Change in Control occurs at the Bank, and followed within thirty-six (36) months of such Change in Control, the Director's service is by either (i) involuntarily terminatedthe Executive's involuntary termination of employment, or (ii) voluntarily terminated by the Director Executive's voluntary termination of employment after: (A) a material change in the DirectorExecutive's function, duties, or responsibilities, which change would cause the DirectorExecutive's position to become one of lesser responsibility, importance, or scope from the position the Director Executive held at the time of the Change in Control, (B) a relocation of the DirectorExecutive's principal place of service employment by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director Executive from those being provided at the time of the Change in Control, the Phantom Contribution set forth below on Schedule A shall continue to be required of the Bank. The Bank shall be required to record a make an immediate lump sum Phantom Contribution to the Executive's Retirement Income Trust Fund in the Accrued Benefit Account within ten (10) days of the Director's termination of service an amount equal to to: (i) the full Emeritus Contribution required for the Plan Year in which such involuntary termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factorcurrent crediting rate of any Pacific Life Universal Life product less 100 basis points) of all remaining Emeritus Contributions to the Retirement Income Trust Fund; provided, and however, that, if necessary, an additional amount shall be contributed to the Retirement Income Trust Fund which is sufficient to provide the Executive with after-tax benefits (iii) the present value (computed using the assuming a discount constant tax rate equal to the Interest Factor) rate in effect as of the interest only component date of the Elective Contribution. The amount of such final Phantom Contribution shall be actuarially determined based on the Phantom Contribution requiredExecutive's termination) beginning at his Benefit Age, at such time, in order to provide a benefit via this Agreement equal in amount to that benefit which would have been payable to the Director Executive if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106. (Such actuarial determination shall reflect the fact that amounts shall be payable from both the Accrued Benefit Account as well as the Retirement Income Trust Fund and shall also reflect the amount and timing of any withdrawal(s) made by the Director from the Retirement Income Trust Fund pursuant to Subsection 2.2.)

Termination Following a Change in Control. If the Director Executive exercises his withdrawal rights pursuant to Subsection 2.2, Phantom Contributions shall commence in the Plan Year following the Plan Year in which the Director Executive first exercises his withdrawal rights. If a Change in Control occurs at the Bank, and within thirty-six (36) months of such Change in Control, the DirectorExecutive's service employment is either (i) involuntarily terminated, or (ii) voluntarily terminated by the Director Executive after: (A) a material change in the DirectorExecutive's function, duties, or responsibilities, which change would cause the DirectorExecutive's position to become one of lesser responsibility, importance, or scope from the position the Director Executive held at the time of the Change in Control, (B) a relocation of the DirectorExecutive's principal place of service employment by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director Executive from those being provided at the time of the Change in Control, the Phantom Contribution set forth below shall be required of the Bank. The Bank shall be required to record a lump sum Phantom Contribution in the Accrued Benefit Account within ten (10) days of the Director's Executive’s termination of service equal to (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) of the interest only component of the Elective Contributionemployment. The amount of such final Phantom Contribution shall be actuarially determined based on the Phantom Contribution required, at such time, in order to provide a benefit via this Agreement equal in amount to that benefit which would have been payable equivalent to the Director if no secular trust had been implemented Supplemental Retirement Income Benefit, on an after-tax basis, commencing on the Executive’s Benefit Eligibility Date and continuing for the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106duration of the Payout Period. (Such actuarial determination shall reflect the fact that amounts shall be payable from both the Accrued Benefit Account as well as the Retirement Income Trust Fund and shall also reflect the amount and timing of any withdrawal(s) made by the Director Executive from the Retirement Income Trust Fund pursuant to Subsection 2.2.)

Termination Following a Change in Control. If the Director exercises Executive does not exercise his withdrawal rights pursuant to Subsection 2.2, Phantom Contributions shall commence in the Plan Year following the Plan Year in which the Director first exercises his withdrawal rights. If 2.2 and a Change in Control occurs at the Bank, and followed within thirty-six (36) months of such Change in Control, the Director's service is by either (i) involuntarily terminatedthe Executive’s involuntary termination of employment, or (ii) voluntarily terminated by the Director Executive’s voluntary termination of employment after: (A) a material change in the Director's Executive’s function, duties, or responsibilities, which change would cause the Director's Executive’s position to become one of lesser responsibility, importance, or scope from the position the Director Executive held at the time of the Change in Control, (B) a relocation of the Director's Executive’s principal place of service employment by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director Executive from those being provided provided-at the time of the Change in Control, the Phantom Contribution set forth below on Schedule A shall continue to be required of the Bank. The Bank shall be required to record a make an immediate lump sum Phantom Contribution in contribution to the Accrued Benefit Account within ten (10) days of the Director's termination of service Retirement Income Trust Fund equal to (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund; provided, and however, in no event shall the Contribution be less than an amount which is sufficient to provide the Executive with after-tax benefits (iii) the present value (computed using the assuming a discount constant tax rate equal to the Interest Factor) rate in effect as of the interest only component date of the Elective Contribution. The amount of such final Phantom Contribution shall be actuarially determined based on the Phantom Contribution requiredExecutive’s termination) beginning at his Benefit Age, at such time, in order to provide a benefit via this Agreement equal in amount to that benefit which would have been payable to the Director Executive if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106. (Such actuarial determination shall reflect the fact that amounts shall be payable from both the Accrued Benefit Account as well as the Retirement Income Trust Fund and shall also reflect the amount and timing of any withdrawal(s) made by the Director from the Retirement Income Trust Fund pursuant to Subsection 2.2.)

Termination Following a Change in Control. If the Director exercises Executive does not exercise his withdrawal rights pursuant to Subsection 2.2, Phantom Contributions shall commence in the Plan Year following the Plan Year in which the Director first exercises his withdrawal rights. If 2.2 and a Change in Control occurs at the Bank, and followed within thirty-six (36) months of such Change in Control, the Director's service is by either (i) involuntarily terminatedi)the Executive's involuntary termination of employment, or (ii) voluntarily terminated by the Director Executive's voluntary termination of employment after: (A) a material change in the DirectorExecutive's function, duties, or responsibilities, which change would cause the DirectorExecutive's position to become one of lesser responsibility, importance, or scope from the position the Director Executive held at the time of the Change in Control, (B) a relocation of the DirectorExecutive's principal place of service employment by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director Executive from those being provided at the time of the Change in Control, the Phantom Contribution set forth below shall be required of the Bank. The Bank shall be required to record make a lump sum Phantom final Contribution in to the Accrued Benefit Account Retirement Income Trust Fund within ten (10) days of the DirectorExecutive's termination of service employment equal to (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions which would have been required to be made on behalf of Executive if Executive had remained in the Retirement Income Trust Fundemploy of the Bank until Benefit Age; provided, and however, in no event shall the Contribution be less than an amount which is sufficient to provide the Executive with after-tax benefits (iii) the present value (computed using the assuming a discount constant tax rate equal to the Interest Factor) rate in effect as of the interest only component date of the Elective Contribution. The amount of such final Phantom Contribution shall be actuarially determined based on the Phantom Contribution requiredExecutive's termination) beginning at his Benefit Age, at such time, in order to provide a benefit via this Agreement equal in amount to that benefit which would have been payable to the Director Executive if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106. (Such actuarial determination shall reflect the fact that amounts shall be payable from both the Accrued Benefit Account as well as the Retirement Income Trust Fund and shall also reflect the amount and timing of any withdrawal(s) made by the Director from the Retirement Income Trust Fund pursuant to Subsection 2.2.)

Termination Following a Change in Control. If the Director exercises Executive does not exercise his withdrawal rights pursuant to Subsection 2.2, Phantom Contributions shall commence in the Plan Year following the Plan Year in which the Director first exercises his withdrawal rights. If 2.2 and a Change in Control occurs at the Bank, and followed within thirty-six (36) months of such Change in Control, the Director's service is by either (i) involuntarily terminatedthe Executive's involuntary termination of service, or (ii) voluntarily terminated by the Director Executive's voluntary termination of service after: (A) a material change in the DirectorExecutive's function, duties, or responsibilities, which change would cause the DirectorExecutive's position to become one of lesser responsibility, importance, or scope from the position the Director Executive held at the time of the Change in Control, (B) a relocation of the DirectorExecutive's principal place of service by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director Executive from those being provided at the time of the Change in Control, the Phantom Contribution Contributions as set forth below on Schedule A shall continue to be required of the Bank. The Bank shall be required to record a make an immediate lump sum Phantom Contribution to the Executive's Retirement Income Trust Fund in the Accrued Benefit Account within ten (10) days of the Director's termination of service an amount equal to to: (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund; provided, and however, if necessary an additional amount shall be contributed to the Retirement Income Trust Fund which is sufficient to provide the Executive with after-tax benefits (iii) the present value (computed using the assuming a discount constant tax rate equal to the Interest Factor) rate in effect as of the interest only component date of the Elective Contribution. The amount of Executive's termination) beginning at Benefit Age following such final Phantom Contribution shall be actuarially determined based on the Phantom Contribution requiredtermination, at such time, in order to provide a benefit via this Agreement equal in amount to that benefit which would have been payable to the Director Executive if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106. (Such actuarial determination shall reflect the fact that amounts shall be payable from both the Accrued Benefit Account as well as the Retirement Income Trust Fund and shall also reflect the amount and timing of any withdrawal(s) made by the Director from the Retirement Income Trust Fund pursuant to Subsection 2.2.)

Termination Following a Change in Control. If the Director exercises Executive does not exercise his withdrawal rights pursuant to Subsection 2.2, Phantom Contributions shall commence in the Plan Year following the Plan Year in which the Director first exercises his withdrawal rights. If 2.2 and a Change in Control occurs at the Bank, and followed within thirty-six (36) months of such Change in Control, the Director's service is by either (i) involuntarily terminatedthe Executive’s involuntary termination of service, or (ii) voluntarily terminated by the Director Executive’s voluntary termination of service after: (A) a material change in the Director's Executive’s function, duties, or responsibilities, which change would cause the Director's Executive’s position to become one of lesser responsibility, importance, or scope from the position the Director Executive held at the time of the Change in Control, (B) a relocation of the Director's Executive’s principal place of service by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director Executive from those being provided at the time of the Change in Control, the Phantom Contribution Contributions as set forth below on Schedule A shall continue to be required of the Bank. The Bank shall be required to record a make an immediate lump sum Phantom Contribution to the Executive’s Retirement Income Trust Fund in the Accrued Benefit Account within ten (10) days of the Director's termination of service an amount equal to to: (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) of the interest only component of the Elective remaining Contribution. The ; provided, however, if necessary an additional amount of such final Phantom Contribution shall be actuarially determined based on contributed to the Phantom Contribution required, at such time, in order Retirement Income Trust Fund which is sufficient to provide the Executive with after-tax benefits (assuming a benefit via this Agreement constant tax rate equal to the rate in effect as of the date of Executive’s termination) beginning at Benefit Age following such termination, equal in amount to that benefit which would have been payable to the Director Executive if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106. (Such actuarial determination shall reflect the fact that amounts shall be payable from both the Accrued Benefit Account as well as the Retirement Income Trust Fund and shall also reflect the amount and timing of any withdrawal(s) made by the Director from the Retirement Income Trust Fund pursuant to Subsection 2.2.)

Termination Following a Change in Control. If The Executive's employment may be terminated at will by Cleveland-Cliffs during the Director exercises his withdrawal rights Period of Employment; provided, however, the death of the Executive shall not be deemed to be a termination of employment by Cleveland-Cliffs. In the event of such a termination by Cleveland-Cliffs the Executive shall not be entitled to the benefits provided by Section 5 hereof only if such termination is for "Cause", which for purposes of this Agreement shall mean that, prior to any termination pursuant to Subsection 2.2Section 4(b) hereof, Phantom Contributions the Executive shall commence have committed any act that is materially inimical to the best interests of Cleveland-Cliffs and that constitutes common law fraud, a felony, or other gross malfeasance of duty. The Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the Plan Year good faith opinion of the Board, the Executive committed an act set forth in this Section 4(a)(2) and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determination. During the Period of Employment the Executive shall be entitled to the benefits as provided in Section 5 hereof upon the occurrence of one or more of the following events: Any termination by Cleveland-Cliffs of the Plan Year in employment of the Executive prior to the date upon which the Director first exercises Executive shall have attained age 65, which termination shall be for any reason other than for Cause; The Executive's "Disability", which shall be deemed to have occurred six (6) months after the Executive shall have become totally and permanently disabled by bodily or mental injury or disease so as to be prevented thereby from engaging in any executive employment or occupation for remuneration or profit, as determined and certified to Cleveland-Cliffs and the Executive by The Cleveland Clinic (or if it is unwilling or unable to act, by one or more physicians designated for such purpose by the Cleveland Academy of Medicine or its successor organization); or Termination by the Executive of his withdrawal rights. If employment with Cleveland-Cliffs upon the occurrence of any of the following events: The failure to elect, reelect or otherwise maintain the Executive in the office or position in Cleveland-Cliffs which the Executive held immediately prior to a Change in Control occurs at the Bank, and within thirty-six (36) months of such Change in Control, or the Director's service is either (i) involuntarily terminatedremoval of, or (ii) voluntarily terminated by failure to reelect, the Executive as a Director after: (A) of Cleveland-Cliffs, if the Executive shall have been a material change in the Director's function, duties, or responsibilities, which change would cause the Director's position to become one Director of lesser responsibility, importance, or scope from the position the Director held at the time of the Change in Control, (B) a relocation of the Director's principal place of service by more than thirty (30) miles from its location Cleveland-Cliffs immediately prior to the Change of Control; A reduction in the Executive's Base Pay received from Cleveland-Cliffs, or a reduction in the Executive's opportunities for Incentive Pay (including, but not limited to, a reduction in target bonus percentage) provided by Cleveland-Cliffs, or a reduction or termination of any benefits described in Section 3 hereof to which the Executive was entitled immediately prior to the Change of Control, any of which is not remedied within 10 calendar days after receipt by Cleveland-Cliffs of written notice from the Executive of such change, reduction or termination, as the case may be; A determination by the Executive made in good faith that as a result of a Change of Control and a change in circumstances thereafter significantly affecting his position, including without limitation a change in the scope of the business or other activities for which he was responsible immediately prior to the Change of Control, he has been rendered substantially unable to carry out, has been substantially hindered in the performance of, or has suffered a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change of Control, which situation is not remedied within 10 calendar days after written notice to Cleveland-Cliffs from the Executive of such determination; The liquidation, dissolution, merger, consolidation or reorganization of Cleveland-Cliffs or the transfer of all or a significant portion of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization or otherwise) to which all or a significant portion of its business and/or assets have been transferred (directly or by operation of law) shall have assumed all duties and obligations of Cleveland-Cliffs under this Agreement pursuant to Section 16 hereof; The relocation of Cleveland-Cliffs' principal executive offices, or a requirement that the Executive change his principal location of work to any location which is in excess of 25 miles from the location thereof immediately prior to the Change of Control, or (C) a material reduction requirement that the Executive travel away from his office in the benefits and perquisites course of discharging his responsibilities or duties hereunder significantly more (in terms of either consecutive days or aggregate days in any calendar year) than was required of him prior to the Director from those being provided at Change of Control without, in any case described above, the time prior written consent of the Change Executive; or Without limiting the generality or effect of the foregoing, any material breach of this Agreement by Cleveland-Cliffs or any successor thereto. A termination by Cleveland-Cliffs pursuant to Section 4(a) hereof or by the Executive pursuant to Section 4(b) hereof shall not affect any rights which the Executive may have pursuant to any agreement, policy, plan, program or arrangement of Cleveland-Cliffs, which rights shall be governed by the terms thereof, subject, however, to the modifications in ControlSection 6 hereof. If this Agreement or the employment of the Executive is terminated under circumstances in which the Executive is not entitled to any payments under Sections 3 or 5 hereof, the Phantom Contribution set forth below Executive shall be required of the Bank. The Bank shall be required have no further obligation or liability to record a lump sum Phantom Contribution in the Accrued Benefit Account within ten (10) days of the Director's termination of service equal Cleveland-Cliffs hereunder with respect to (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) of the interest only component of the Elective Contribution. The amount of such final Phantom Contribution shall be actuarially determined based on the Phantom Contribution required, at such time, in order to provide a benefit via this Agreement equal in amount to that benefit which would have been payable to the Director if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended his prior or any future employment by FAS 106. (Such actuarial determination shall reflect the fact that amounts shall be payable from both the Accrued Benefit Account as well as the Retirement Income Trust Fund and shall also reflect the amount and timing of any withdrawal(s) made by the Director from the Retirement Income Trust Fund pursuant to Subsection 2.2Cleveland-Cliffs.)

Termination Following a Change in Control. If the Director exercises Executive does not exercise his withdrawal rights pursuant to Subsection 2.2, Phantom Contributions shall commence in the Plan Year following the Plan Year in which the Director first exercises his withdrawal rights. If 2.2 and a Change in Control occurs at the Bank, and followed within thirty-six (36) months of such Change in Control, the Director's service is by either (i) involuntarily terminatedthe Executive's involuntary termination of employment, or (ii) voluntarily terminated by the Director Executive's voluntary termination of employment after: (A) a material change in the DirectorExecutive's function, duties, or responsibilities, which change would cause the DirectorExecutive's position to become one of lesser responsibility, importance, or scope from the position the Director Executive held at the time of the Change in Control, (B) a relocation of the DirectorExecutive's principal place of service employment by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director Executive from those being provided at the time of the Change in Control, the Phantom Contribution set forth below on Schedule A shall continue to be required of the Bank. The Bank shall be required to record a make an immediate lump sum Phantom Contribution in contribution to the Accrued Benefit Account within ten (10) days of the Director's termination of service Retirement Income Trust Fund equal to (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund; provided, and however, in no event shall the Contribution be less than an amount which is sufficient to provide the Executive with after-tax benefits (iii) the present value (computed using the assuming a discount constant tax rate equal to the Interest Factor) rate in effect as of the interest only component date of the Elective Contribution. The amount of such final Phantom Contribution shall be actuarially determined based on the Phantom Contribution requiredExecutive's termination) beginning at his Benefit Age, at such time, in order to provide a benefit via this Agreement equal in amount to that benefit which would have been payable to the Director Executive if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106. (Such actuarial determination shall reflect the fact that amounts shall be payable from both the Accrued Benefit Account as well as the Retirement Income Trust Fund and shall also reflect the amount and timing of any withdrawal(s) made by the Director from the Retirement Income Trust Fund pursuant to Subsection 2.2.)

Termination Following a Change in Control. If If, within the Director exercises his withdrawal rights pursuant to Subsection 2.2, Phantom Contributions shall commence in the Plan Year one year period following the Plan Year in which the Director first exercises his withdrawal rights. If a Change in Control occurs at (as defined below), (X) Executive's employment is terminated by the Bank, and within thirty-six (36) months of such Change in Control, Company or by the DirectorEmployer for any reason other than Executive's service is either (i) involuntarily terminateddeath or disability or for Cause, or (iiY) voluntarily terminated by the Director after: (A) a material change in the Director's functionExecutive terminates his employment for Good Reason, duties, or responsibilities, which change would cause the Director's position to become one of lesser responsibility, importance, or scope from the position the Director held at the time of the Change in Control, (B) a relocation of the Director's principal place of service by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director from those being provided at the time of the Change in Control, the Phantom Contribution set forth below shall be required of the Bank. The Bank shall be required to record a lump sum Phantom Contribution in the Accrued Benefit Account within ten (10) days of the Director's termination of service equal to (i) the full Emeritus Contribution required for Company or the Plan Year Employer shall pay Executive as severance a lump sum amount equal to the sum of (1) Executive's then Base Salary plus (2) Executive's highest annual Performance Bonus in which the three year period immediately preceding such termination occursChange in Control and (B) the present value of all other benefits otherwise payable through the then remaining Employment Period under Sections 3(d) and 3(f) of this Agreement, if not yet made, plus and (ii) the present value (computed using Bonus Options shall be deemed granted and together with all other outstanding equity incentive awards shall immediately vest, and Executive shall be entitled to receive a discount rate lump sum amount equal to the Interest Factor"spread" on any then outstanding stock options or similar awards held by Executive in exchange for the surrender and cancellation of such awards. A Change in Control shall be deemed to have occurred if any of the following conditions shall have been satisfied: (i) any "person" as such term is used in Section 13(d) and 14(d) of all remaining Emeritus Contributions the Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than the Company; any trustee or other fiduciary holding securities under an employee benefit plan of the Company; or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership at such time of stock of the Company), is or becomes after the Effective Date the "beneficial owner" (as defined in Rules 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company (not included in the securities beneficially owned by such person any securities acquired directly from the Company) representing 35% or more of the combined voting power of the Company's then outstanding securities, (ii) during any period of two consecutive years (not including any period prior to the Retirement Income Trust FundEffective Date), individuals who at the beginning of such period constitute the Board of Directors, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described within this definition of Change in Control) whose election by the Board of Directors or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the Board of Directors then still in office who either were members of the Board of Directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof, (iii) the present value (computed using stockholders of the Company approve a discount rate equal merger or consolidation of the Company with any other entity and, in connection with such merger or consolidation, individuals who constitute the Board of Directors immediately prior to the Interest Factor) time any agreement to effect such merger or consolidation is entered into fail for any reason to constitute at least a majority of the interest only component board of directors of the Elective Contribution. The amount surviving corporation following the consummation of such final Phantom Contribution shall be actuarially determined based on merger or consolidation, or (iv) the Phantom Contribution required, at such time, in order to provide stockholders of the Company approve (a) a benefit via this Agreement equal in amount to that benefit which would have been payable to plan of complete liquidation of the Director if no secular trust had been implemented and Company or (b) an agreement for the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106. (Such actuarial determination shall reflect the fact that amounts shall be payable from both the Accrued Benefit Account as well as the Retirement Income Trust Fund and shall also reflect the amount and timing of any withdrawal(s) made sale or disposition by the Director from Company of all or substantially all the Retirement Income Trust Fund pursuant to Subsection 2.2Company's assets.)

Termination Following a Change in Control. If the Director Executive exercises his withdrawal rights pursuant to Subsection 2.2, Phantom Contributions shall commence in the Plan Year following the Plan Year in which the Director Executive first exercises his withdrawal rights. If a Change in Control occurs at the Bank, and within thirty-six (36) months of such Change in Control, the Director's Executive’s service is either (i) involuntarily terminated, or (ii) voluntarily terminated by the Director Executive after: (A) a material change in the Director's Executive’s function, duties, or responsibilities, which change would cause the Director's Executive’s position to become one of lesser responsibility, importance, or scope from the position the Director Executive held at the time of the Change in Control, (B) a relocation of the Director's Executive’s principal place of service by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director Executive from those being provided at the time of the Change in Control, the Phantom Contribution set forth below shall be required of the Bank. The Bank shall be required to record a lump sum Phantom Contribution in the Accrued Benefit Account within ten (10) days of the Director's Executive’s termination of service equal to (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) of the interest only component of the Elective Contribution. The amount of such final Phantom Contribution shall be actuarially determined based on the Phantom Contribution required, at such time, in order to provide a benefit via this Agreement equal in amount to that benefit which would have been payable to the Director Executive if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106. (Such actuarial determination shall reflect the fact that amounts shall be payable from both the Accrued Benefit Account as well as the Retirement Income Trust Fund and shall also reflect the amount and timing of any withdrawal(s) made by the Director Executive from the Retirement Income Trust Fund pursuant to Subsection 2.2.)

Termination Following a Change in Control. If the Director exercises Executive does not exercise his withdrawal rights pursuant to Subsection 2.2, Phantom Contributions shall commence in the Plan Year following the Plan Year in which the Director first exercises his withdrawal rights. If 2.2 and a Change in Control occurs at the Bank, and followed within thirty-six (36) months of such Change in Control, the Director's service is by either (i) involuntarily terminatedthe Executive's involuntary termination of employment, or (ii) voluntarily terminated by the Director Executive's voluntary termination of employment after: (A) a material change in the DirectorExecutive's function, duties, or responsibilities, which change would cause the DirectorExecutive's position to become one of lesser responsibility, importance, or scope from the position the Director Executive held at the time of the Change in Control, (B) a relocation of the DirectorExecutive's principal place of service employment by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director Executive from those being provided at the time of the Change in Control, the Phantom Contribution set forth below on Schedule A shall continue to be required of the Bank. The Bank shall be required to record a make an immediate lump sum Phantom Contribution in contribution to the Accrued Benefit Account within ten (10) days of the Director's termination of service Retirement Income Trust Fund equal to (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund; provided, and however, in no event shall the Contribution be less than an amount which is sufficient to provide the Executive with after-tax benefits (iii) the present value (computed using the assuming a discount constant tax rate equal to the Interest Factor) rate in effect as of the interest only component date of the Elective Contribution. The amount of such final Phantom Contribution shall be actuarially determined based on the Phantom Contribution requiredExecutive’s termination) beginning at his Benefit Age, at such time, in order to provide a benefit via this Agreement equal in amount to that benefit which would have been payable to the Director Executive if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106. (Such actuarial determination shall reflect the fact that amounts shall be payable from both the Accrued Benefit Account as well as the Retirement Income Trust Fund and shall also reflect the amount and timing of any withdrawal(s) made by the Director from the Retirement Income Trust Fund pursuant to Subsection 2.2.)

Termination Following a Change in Control. If the Director exercises Executive does not exercise his withdrawal rights pursuant to Subsection 2.2, Phantom Contributions shall commence in the Plan Year following the Plan Year in which the Director first exercises his withdrawal rights. If 2.2 and a Change in Control occurs at the Bank, and followed within thirty-six (36) months of such Change in Control, the Director's service is by either (i) involuntarily terminatedthe Executive's involuntary termination of employment, or (ii) voluntarily terminated by the Director Executive's voluntary termination of employment after: (A) a material change in the DirectorExecutive's function, duties, or responsibilities, which change would cause the DirectorExecutive's position to become one of lesser responsibility, importance, or scope from the position the Director Executive held at the time of the Change in Control, (B) a relocation of the DirectorExecutive's principal place of service employment by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director Executive from those being provided at the time of the Change in Control, the Phantom Contribution set forth below shall be required of the Bank. The Bank shall be required to record make a lump sum Phantom final Contribution in to the Accrued Benefit Account Retirement Income Trust Fund within ten (10) days of the DirectorExecutive's termination of service employment equal to (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions which would have been required to be made on behalf of Executive if Executive had remained in the Retirement Income Trust Fundemploy of the Bank until Benefit Age; provided, and however, in no event shall the Contribution be less than an amount which is sufficient to provide the Executive with after-tax benefits (iii) the present value (computed using the assuming a discount constant tax rate equal to the Interest Factor) rate in effect as of the interest only component date of the Elective Contribution. The amount of such final Phantom Contribution shall be actuarially determined based on the Phantom Contribution requiredExecutive's termination) beginning at his Benefit Age, at such time, in order to provide a benefit via this Agreement equal in amount to that benefit which would have been payable to the Director Executive if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106. . (Such actuarial determination shall reflect the fact that amounts shall be payable from both the Accrued Benefit Account as well as the Retirement Income Trust Fund and shall also reflect the amount and timing of any withdrawal(s) made by the Director from the Retirement Income Trust Fund pursuant to Subsection 2.2.3)

Termination Following a Change in Control. If the Director exercises does not exercise his withdrawal rights pursuant to Subsection 2.2, Phantom Contributions shall commence in the Plan Year following the Plan Year in which the Director first exercises his withdrawal rights. If 2.2 and a Change in Control occurs at the Bank, and followed within thirty-six (36) months of such Change in Control, the Director's service is by either (i) involuntarily terminatedthe Director’s involuntary termination of employment, or (ii) voluntarily terminated by the Director Director’s voluntary termination of employment after: (A) a material change in the Director's ’s function, duties, or responsibilities, which change would cause the Director's ’s position to become one of lesser responsibility, importance, or scope from the position the Director held at the time of the Change in Control, (B) a relocation of the Director's ’s principal place of service employment by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director from those being provided at the time of the Change in Control, the Phantom Contribution set forth below on Schedule A shall continue to be required of the Bank. The Bank shall be required to record a make an immediate lump sum Phantom Contribution in the Accrued Benefit Account within ten (10) days of to the Director's termination of service ’s Retirement Income Trust Fund in an amount equal to to: (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factorcurrent crediting rate of any Pacific Life Universal Life product less 100 basis points) of all remaining Emeritus Contributions to the Retirement Income Trust Fund; provided, and however, that, if necessary, an additional amount shall be contributed to the Retirement Income Trust Fund which is sufficient to provide the Director with after-tax benefits (iii) the present value (computed using the assuming a discount constant tax rate equal to the Interest Factor) rate in effect as of the interest only component date of the Elective Contribution. The amount of Director’s termination) beginning immediately following such final Phantom Contribution shall be actuarially determined based on the Phantom Contribution requiredtermination, at such time, in order to provide a benefit via this Agreement equal in amount to that benefit which would have been payable to the Director if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106. (Such actuarial determination shall reflect the fact that amounts shall be payable from both the Accrued Benefit Account as well as the Retirement Income Trust Fund and shall also reflect the amount and timing of any withdrawal(s) made by the Director from the Retirement Income Trust Fund pursuant to Subsection 2.2.)

Termination Following a Change in Control. If Notwithstanding the Director exercises his withdrawal rights pursuant to Subsection 2.2provisions of Section 1.5 (Termination by Employer) or Section 1.6 (Termination by Employee) hereof, Phantom Contributions shall commence in if, during the Plan Year following the Plan Year in which the Director first exercises his withdrawal rights. If twenty-four (24) month period after a Change in Control occurs at the Bank, and within thirty-six (36) months of such Change in Control, the Director's service is either Employee terminates his employment for Company Breach or Forced Relocation (i) involuntarily terminatedas defined below), or if Employer or Parent terminates Employee Without Cause during such period, then in lieu of any payments that Employee would be otherwise entitled to receive pursuant to Section 1.5(f)(iii) or Section 1.6(d)(ii) of this Agreement, Employer shall pay to Employee as severance pay and as liquidated damages (iibecause actual damages are difficult to ascertain), in a lump sum, in cash, within thirty (30) voluntarily terminated by days after termination, an amount as follows: if such termination occurs during the Director after: first year of this Agreement, an amount which is equal to one (1) time, and if such termination occurs during the second year of this Agreement or thereafter during the term of this Agreement, an amount which is equal to two (2) times, the sum of (A) a Employee's Base Salary as of the Date of Termination (or such greater amount of Base Salary that was paid to Employee prior to any material change salary reduction that serves as the basis for termination by Employee upon Company Breach) plus (B) the greater of (x) the amount of the annual incentive payment that Employee received (or will receive) pursuant to Section 1.4(b) (Annual Incentive Payment) for the fiscal year of Parent immediately preceding the fiscal year of the Date of Termination or (y) the average of the annual incentive payments made (or to be made) to Employee for each of the last three fiscal years of Parent immediately preceding the fiscal year that includes the Date of Termination; provided, however, that if the Date of Termination occurs during the first year of this Agreement, Employee shall be deemed to have received an Annual Incentive Payment in the Director's function, duties, or responsibilities, which change would cause fiscal year of Parent immediately preceding the Director's position to become one of lesser responsibility, importance, or scope from the position the Director held at the time fiscal year of the Date of Termination in an amount equal to not less than 80% of 45% of Base Salary for purposes of calculating the cash payment due hereunder; and provided, further however, that if such payment, either alone or together with other payments or benefits, either cash or non-cash, that Employee has the right to receive from Employer, including, but not limited to, accelerated vesting or payment of any deferred compensation, options, stock appreciation rights or any benefits payable to Employee under any plan for the benefit of employees, would constitute an "excess parachute payment" (as defined in Section 280G of the Internal Revenue Code of 1986), then such payment or other benefit shall be reduced to the largest amount that will not result in receipt by Employee of a parachute payment. The determination of the amount of the payment described in this Section shall be made by Parent's independent auditors. In addition, Employee will be entitled to (X) the services of an outplacement consultant who is selected by Employer and reasonably acceptable to Employee and whose fees are paid by Employer and (Y) reimbursement from Employer for all reasonable costs and expenses (including without limitation, attorneys' fees) incurred by Employee in enforcing the provisions of this Section 1.7(b) or Section 1.8 (Employee Benefits after Termination) against Employer or Parent. For the purposes of this Section 1.7(b), after a Change in Control, "Forced Relocation" shall mean Parent or Employer requiring Employee to be based at any place outside a fifty (B50) mile radius of Parent's Carrollton, Texas headquarters as in use on the date of this Agreement, except for reasonable travel on behalf of Employer or Parent. Employee hereby acknowledges and agrees that the payments by Employer under this Section 1.7(b) shall be the sole and exclusive remedy of Employee for termination of Employee's employment Without Cause or by reason of a relocation of Company Breach or Forced Relocation within the Director's principal place of service by more than thirty twenty-four (3024) miles from its location prior to the month period following a Change in Control, and Employee hereby waives any and all other remedies under law or (C) a material reduction in the benefits and perquisites to the Director from those being provided at the time of the Change in Control, the Phantom Contribution set forth below shall be required of the Bank. The Bank shall be required to record a lump sum Phantom Contribution in the Accrued Benefit Account within ten (10) days of the Director's termination of service equal to (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) of the interest only component of the Elective Contribution. The amount of such final Phantom Contribution shall be actuarially determined based on the Phantom Contribution required, at such time, in order to provide a benefit via this Agreement equal in amount to that benefit which would have been payable to the Director if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106. (Such actuarial determination shall reflect the fact that amounts shall be payable from both the Accrued Benefit Account as well as the Retirement Income Trust Fund and shall also reflect the amount and timing of any withdrawal(s) made by the Director from the Retirement Income Trust Fund pursuant to Subsection 2.2equity.)

Termination Following a Change in Control. If the Director exercises his withdrawal rights pursuant to Subsection 2.2, Phantom Contributions shall commence in the Plan Year following the Plan Year in which the Director first exercises his withdrawal rights. If within twenty-four ----------------------------------------- (24) months after a Change in Control occurs at the Bank(as hereinafter defined), and within thirty-six (36) months of such Change in ControlEMPLOYEE shall voluntarily terminate this Agreement, the Director's service or this Agreement is either terminated by EMPLOYER without cause, EMPLOYEE shall be entitled to receive (i) involuntarily terminated, or any earned but untaken vacation pursuant to the terms and conditions of Paragraph 5 hereof; and (ii) voluntarily terminated $450,000. Upon a termination by EMPLOYER within twenty-four months after a Change in Control (as hereinafter defined), EMPLOYER agrees to purchase from EMPLOYEE, at the Director after: (A) a material change request of EMPLOYEE, any and all shares of stock of EMPLOYER owned by EMPLOYEE as of the date of the termination, with the purchase price to be equal to the greater of EMPLOYEE'S cost of said shares or the fair market value of said shares as reported in the Director's function, duties, or responsibilities, which change would cause Wall Street Journal on the Director's position to become one of lesser responsibility, importance, or scope from the position the Director held at the time date of the Change in Control, Control (B) a relocation as hereinafter defined). EMPLOYEE shall notify EMPLOYER of the Director's principal place EMPLOYEE'S desire to sell EMPLOYEE'S shares of service by more than EMPLOYER to EMPLOYER within thirty (30) miles days of the effective date of termination without cause by delivering written notice to EMPLOYER to such effect. Said notice must be received by EMPLOYER and such receipt acknowledged by EMPLOYER. If EMPLOYEE fails to deliver said notice to EMPLOYER, EMPLOYER shall have no obligation to purchase any of its shares from its location prior EMPLOYEE. EMPLOYEE shall have no duty to mitigate, nor shall any sums earned by EMPLOYEE from other sources after a termination of this Agreement pursuant to this provision be credited or offset against any sums due to EMPLOYEE. It is the intention of EMPLOYER and EMPLOYEE that EMPLOYEE not be paid an amount which would be deemed an "excess parachute payment" under Section 280G of the Code, and accordingly, the amounts payable pursuant to this provision shall be reduced in an amount necessary to eliminate the payment of any excess parachute payment. The amounts payable pursuant to this provision shall be paid in a lump sum within fifteen (15) days following the effective date of termination of employment. If within twenty-four (24) months after a Change in Control (as hereinafter defined) EMPLOYER terminates this Agreement without cause, EMPLOYEE'S duties, obligations, covenants, and promises contained in Paragraphs 8, 9, and 10 hereof shall terminate and have no further effect. For the purposes of this Agreement, a "Change in Control, or (C) a material reduction in the benefits and perquisites " shall be deemed to the Director from those being provided at the time have occurred upon any of the Change in Control, the Phantom Contribution set forth below shall be required of the Bank. The Bank shall be required to record a lump sum Phantom Contribution in the Accrued Benefit Account within ten (10) days of the Director's termination of service equal to (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) of the interest only component of the Elective Contribution. The amount of such final Phantom Contribution shall be actuarially determined based on the Phantom Contribution required, at such time, in order to provide a benefit via this Agreement equal in amount to that benefit which would have been payable to the Director if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106. (Such actuarial determination shall reflect the fact that amounts shall be payable from both the Accrued Benefit Account as well as the Retirement Income Trust Fund and shall also reflect the amount and timing of any withdrawal(s) made by the Director from the Retirement Income Trust Fund pursuant to Subsection 2.2.)following events:

Termination Following a Change in Control. If the Director exercises his withdrawal rights pursuant to Subsection 2.2, Phantom Contributions shall commence in the Plan Year following the Plan Year in which the Director first exercises his withdrawal rights. If within twenty-four ----------------------------------------- (24) months after a Change in Control occurs at the Bank(as hereinafter defined), and within thirty-six (36) months of such Change in ControlEMPLOYEE shall voluntarily terminate this Agreement, the Director's service or this Agreement is either terminated by EMPLOYER without cause, EMPLOYEE shall be entitled to receive (i) involuntarily terminated, or any earned but untaken vacation pursuant to the terms and conditions of Paragraph 5 hereof; and (ii) voluntarily terminated $300,000.. Upon a termination by EMPLOYER within twenty-four months after a Change in Control (as hereinafter defined), EMPLOYER agrees to purchase from EMPLOYEE, at the Director after: (A) a material change request of EMPLOYEE, any and all shares of stock of EMPLOYER owned by EMPLOYEE as of the date of the termination, with the purchase price to be equal to the greater of EMPLOYEE'S cost of said shares or the fair market value of said shares as reported in the Director's function, duties, or responsibilities, which change would cause Wall Street Journal on the Director's position to become one of lesser responsibility, importance, or scope from the position the Director held at the time date of the Change in Control, Control (B) a relocation as hereinafter defined). EMPLOYEE shall notify EMPLOYER of the Director's principal place EMPLOYEE'S desire to sell EMPLOYEE'S shares of service by more than EMPLOYER to EMPLOYER within thirty (30) miles days of the effective date of termination without cause by delivering written notice to EMPLOYER to such effect. Said notice must be received by EMPLOYER and such receipt acknowledged by EMPLOYER. If EMPLOYEE fails to deliver said notice to EMPLOYER, EMPLOYER shall have no obligation to purchase any of its shares from its location prior EMPLOYEE. EMPLOYEE shall have no duty to mitigate, nor shall any sums earned by EMPLOYEE from other sources after a termination of this Agreement pursuant to this provision be credited or offset against any sums due to EMPLOYEE. It is the intention of EMPLOYER and EMPLOYEE that EMPLOYEE not be paid an amount which would be deemed an "excess parachute payment" under Section 280G of the Code, and accordingly, the amounts payable pursuant to this provision shall be reduced in an amount necessary to eliminate the payment of any excess parachute payment. The amounts payable pursuant to this provision shall be paid in a lump sum within fifteen (15) days following the effective date of termination of employment. If within twenty-four (24) months after a Change in Control (as hereinafter defined) EMPLOYER terminates this Agreement without cause, EMPLOYEE'S duties, obligations, covenants, and promises contained in Paragraphs 8, 9, and 10 hereof shall terminate and have no further effect. For the purposes of this Agreement, a "Change in Control, or (C) a material reduction in the benefits and perquisites " shall be deemed to the Director from those being provided at the time have occurred upon any of the Change in Control, the Phantom Contribution set forth below shall be required of the Bank. The Bank shall be required to record a lump sum Phantom Contribution in the Accrued Benefit Account within ten (10) days of the Director's termination of service equal to (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) of the interest only component of the Elective Contribution. The amount of such final Phantom Contribution shall be actuarially determined based on the Phantom Contribution required, at such time, in order to provide a benefit via this Agreement equal in amount to that benefit which would have been payable to the Director if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106. (Such actuarial determination shall reflect the fact that amounts shall be payable from both the Accrued Benefit Account as well as the Retirement Income Trust Fund and shall also reflect the amount and timing of any withdrawal(s) made by the Director from the Retirement Income Trust Fund pursuant to Subsection 2.2.)following events:

Termination Following a Change in Control. If the Director exercises his withdrawal rights pursuant to Subsection 2.2(a) If, Phantom Contributions shall commence in the Plan Year within two years following the Plan Year in which the Director first exercises his withdrawal rights. If a Change in Control occurs at the Bank, and within thirty-six (36) months of such Change in Control, the DirectorExecutive's service employment with Lycos (or its successor) is either terminated by Lycos (or its successor) for reasons other than Cause (as defined herein) or the Executive terminates his employment with Lycos (or its successor) for Good Reason (as defined herein), (i) involuntarily terminatedall outstanding stock options granted by Lycos shall become vested and exercisable for a period of 90 days following the date the Executive ceases to be employed by Lycos (or its successor), or until the date on which the option expires by its terms, whichever occurs first and (ii) voluntarily terminated in the event it shall be determined that any payment or distribution to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Amendment to the Employment Agreement) or otherwise, but determined without regard to any additional payments required under this Section 2(a)(ii) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Director after: Executive with respect to such excise tax (Asuch excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes and Excise Tax) imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payment. The Executive's employment shall be deemed to have been terminated following a material change Change in Control by the DirectorCompany without Cause if the Executive's function, duties, or responsibilities, which change would cause the Director's position employment is terminated prior to become one of lesser responsibility, importance, or scope from the position the Director held a Change in Control without Cause at the time direction of a party who has entered into an agreement with the Company the consummation of which will constitute a Change in Control, (B) a relocation of the Director's principal place of service by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director from those being provided at the time of the Change in Control, the Phantom Contribution set forth below shall be required of the Bank. The Bank shall be required to record a lump sum Phantom Contribution in the Accrued Benefit Account within ten (10) days of the Director's termination of service equal to (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) of the interest only component of the Elective Contribution. The amount of such final Phantom Contribution shall be actuarially determined based on the Phantom Contribution required, at such time, in order to provide a benefit via this Agreement equal in amount to that benefit which would have been payable to the Director if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106. (Such actuarial determination shall reflect the fact that amounts shall be payable from both the Accrued Benefit Account as well as the Retirement Income Trust Fund and shall also reflect the amount and timing of any withdrawal(s) made by the Director from the Retirement Income Trust Fund pursuant to Subsection 2.2.)

Termination Following a Change in Control. If the Director exercises Executive does not exercise his withdrawal rights pursuant to Subsection 2.2, Phantom Contributions shall commence in the Plan Year following the Plan Year in which the Director first exercises his withdrawal rights. If 2.2 and a Change in Control occurs at the Bank, and followed within thirty-six (36) months of such Change in Control, the Director's service is by either (i) involuntarily terminatedthe Executive’s involuntary termination of employment, or (ii) voluntarily terminated by the Director Executive’s voluntary termination of employment after: (A) a material change in the Director's Executive’s function, duties, or responsibilities, which change would cause the Director's Executive’s position to become one of lesser responsibility, importance, or scope from the position the Director Executive held at the time of the Change in Control, (B) a relocation of the Director's Executive’s principal place of service employment by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Director Executive from those being provided at the time of the Change in Control, the Phantom Contribution set forth below shall be required of the Bank. The In that event, the Bank shall be required to record make a lump sum Phantom final Contribution in to the Accrued Benefit Account Retirement Income Trust Fund within ten (10) days of the Director's Executive’s termination of service employment equal to (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions which would have been required to be made on behalf of Executive if Executive had remained in the Retirement Income Trust Fundemploy of the Bank until Benefit Date; provided, and however, in no event shall the Contribution be less than an amount which is sufficient to provide the executive with after-tax benefits (iii) the present value (computed using the assuming a discount constant tax rate equal to the Interest Factor) rate in effect as of the interest only component date of the Elective Contribution. The amount of such final Phantom Contribution shall be actuarially determined based on the Phantom Contribution requiredExecutive’s termination) beginning at his Benefit Age, at such time, in order to provide a benefit via this Agreement equal in amount to that benefit which would have been payable to the Director Executive if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106. (Such actuarial determination shall reflect the fact that amounts shall be payable from both the Accrued Benefit Account as well as the Retirement Income Trust Fund and shall also reflect the amount and timing of any withdrawal(s) made by the Director from the Retirement Income Trust Fund pursuant to Subsection 2.2.)