Common use of Limitation of Benefits under Certain Circumstances Clause in Contracts

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of Bank’s independent public accountants will determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon 12; the opinion of Bank will pay for the Company and the Bankaccountant’s independent public accountants and paid for by the Company and the Bankopinion. In the event that the Company, If the Bank and/or Executive do not agree with the opinion of such counselaccountant’s opinion, (i) the Company and the Bank shall will pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such that the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Code. The Bank may also request, and Executive shall have has the right to demand that they the Bank request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such tax consequences. Any such The Bank will promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event will the Bank make this filing later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and shall . The request will be subject to Executive’s approval prior to filing, which ; Executive shall not be unreasonably withheldwithhold his approval. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 12, below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 11 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the payments and benefits pursuant to Section 12 11 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 11 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of Bank’s independent public accountants will determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon 11; the opinion of Bank will pay for the Company and the Bankaccountant’s independent public accountants and paid for by the Company and the Bankopinion. In the event that the Company, If the Bank and/or Executive do not agree with the opinion of such counselaccountant’s opinion, (i) the Company and the Bank shall will pay to Executive the maximum amount of payments and benefits pursuant to Section 1211, as selected by Executive, which such that the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Code. The Bank may also request, and Executive shall have has the right to demand that they the Bank request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 11 have such tax consequences. Any such The Bank will promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event will the Bank make this filing later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and shall . The request will be subject to Executive’s approval prior to filing, which ; Executive shall not be unreasonably withheldwithhold his approval. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 11 hereof, or a reduction in the payments and benefits specified in Section 12 11, below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 11 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the BankCompany, would constitute a “parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the payments and benefits pursuant to Section 12 11 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 11 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of Company’s independent public accountants will determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of 11; the Company and will pay for the Bankaccountant’s independent public accountants and paid for by opinion. If the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counselaccountant’s opinion, (i) the Company and the Bank shall will pay to Executive the maximum amount of payments and benefits pursuant to Section 1211, as selected by Executive, which such that the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Code. The Company and the Bank may also request, and Executive shall have has the right to demand that they the Company request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 11 have such tax consequences. Any such The Company will promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event will the Company make this filing later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and shall . The request will be subject to Executive’s approval prior to filing, which ; Executive shall not be unreasonably withheldwithhold his approval. The Company, the Bank Company and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 11 hereof, or a reduction in the payments and benefits specified in Section 12 11, below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the BankCompany, would constitute a “parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of Bank’s independent public accountants will determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of 12; the Company and will pay for the Bankaccountant’s independent public accountants and paid for by opinion. If the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counselaccountant’s opinion, (i) the Company and the Bank shall will pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such that the opinion indicates there is have a high probability do of not result in causing any of such payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Code. The Company and the Bank may also request, and Executive shall have has the right to demand that they the Company request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such tax consequences. Any such The Company will promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and shall . The request will be subject to Executive’s approval prior to filing, which ; Executive shall not be unreasonably withheldwithhold his approval. The Company, the Bank Company and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 12, below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or the Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by the Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and not subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and the Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to the Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 11 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 11 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 11 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of Bank’s independent public accountants will determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon 11; the opinion of Bank will pay for the Company and the Bankaccountant’s independent public accountants and paid for by the Company and the Bankopinion. In the event that the Company, If the Bank and/or Executive do not agree with the opinion of such counselaccountant’s opinion, (i) the Company and the Bank shall will pay to Executive the maximum amount of payments and benefits pursuant to Section 1211, as selected by Executive, which such that the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Code. The Bank may also request, and Executive shall have has the right to demand that they the Bank request, a ruling from the IRS Internal Revenue Service (“IRS”) as to whether the disputed payments and benefits pursuant to Section 12 11 have such tax consequences. Any such The Bank will promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event will the Bank make this filing later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and shall . The request will be subject to Executive’s approval prior to filing, which ; Executive shall not be unreasonably withheldwithhold his approval. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 11 hereof, or a reduction in the payments and benefits specified in Section 12 11, below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the BankEmployers, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 5 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 5 being non-deductible to either of the Company and the Bank Employers pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 5 shall be based upon the opinion of independent tax counsel selected by the Company Employers and paid by the Employers. Such counsel shall be reasonably acceptable to the Employers and the Bank’s independent public accountants Executive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and paid may use such actuaries as such counsel deems necessary or advisable for by the Company and the Bankpurpose. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank The Employers shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 125, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank Employers and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof6, or a reduction in the payments and benefits specified in Section 12 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 5 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Holding Company and the Bank, would constitute a “parachute payment” under Section 280G of the Internal Revenue Code (the “Code”), the payments and benefits pursuant to Section 12 5 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 5 being non-deductible to the Holding Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 5 shall be based upon the opinion of the Holding Company and the Bank’s independent public accountants and paid for by the Holding Company and the Bank. In the event that the Holding Company, the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Holding Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 125, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Holding Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Holding Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS Internal Revenue Service (“IRS”) as to whether the disputed payments and benefits pursuant to Section 12 5 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Holding Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Holding Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 5 hereof, or a reduction in the payments and benefits specified in Section 12 5 below zero.

Limitation of Benefits under Certain Circumstances. (a) If the payments and benefits pursuant to Section 12 of this Agreement5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and Bank or the BankCorporation (“Covered Payments”), would constitute a “parachute payment” under Section 280G of the CodeCode (“Parachute Payments”), then the payments and benefits pursuant to Section 12 Covered Payments payable by the Bank shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum amount necessary to result in so that no portion of the payments Covered Payments payable by the Bank will constitute a Parachute Payment; provided, however, that the foregoing reduction will be made only if and benefits under Section 12 being non-deductible to the Company and extent that such reduction would result in an increase in the Bank pursuant aggregate Covered Payments to Section 280G of the Code and subject to be provided, determined on an after-tax basis (taking into account the excise tax imposed under pursuant to Section 4999 of the CodeCode (the “Excise Tax”), any tax imposed by any comparable provision of state law, and any applicable federal, state and local income and employment taxes). The Whether requested by the Executive or the Employer, the determination of whether any reduction in such Covered Payments is required pursuant to the payments and benefits preceding sentence will be made at the expense of the Employer by independent accountants selected by the Corporation (the “Accountants”). In the event the Covered Payments are required to be made reduced pursuant to this Section 12 shall 6, the Covered Payments will be based upon reduced by category in the opinion following order: (i) reduction or elimination of cash severance benefits that are subject to Section 409A of the Company Code; (ii) reduction or elimination of cash severance benefits that are not subject to Section 409A of the Code; (iii) reduction or elimination of any remaining portion of the Covered Payments that are subject to Section 409A of the Code other than accelerated vesting of equity awards; (iv) reduction or elimination of any remaining portion of the Covered Payments that are not subject to Section 409A of the Code other than accelerated vesting of equity awards; (v) cancellation of accelerated vesting of performance-based equity awards; and the Bank’s independent public accountants and paid for by the Company and the Bank(vi) cancellation of accelerated vesting of service-based equity awards. In the event that acceleration of vesting of equity award compensation is to be cancelled, such acceleration of vesting will be cancelled in the Companyorder that most benefits the Executive. Within each other category, cash severance benefits and other Covered Payments will be reduced pro rata based on the Bank and/or Executive do not agree portion of cash severance benefits or other Covered Payments with respect to the Covered Payments, in each case beginning with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and cash severance benefits pursuant to Section 12, as selected by Executive, which such opinion indicates there is a high probability do not result or other Covered Payments that would otherwise be made latest in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand time; provided that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from shall the date cash portion of the opinion Covered Payments be less than the amount of counsel referred federal and state income tax withholding owed by the Executive with respect to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the CodeCovered Payments. Nothing contained herein in this Section 6 shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof6, or a reduction in the payments and benefits specified in Section 12 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement6 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the Bank, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits payable by the Bank pursuant to Section 12 6 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits payable by the Bank under Section 12 6 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The parties hereto agree that the present value of the payments and benefits payable pursuant to this Agreement to the Executive upon termination shall be limited to three (3) times the Executive's Average Annual Compensation. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 6 shall be based upon the opinion of the Company and independent counsel selected by the Bank’s 's independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Such counsel shall pay be reasonably acceptable to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of Executive; shall promptly prepare the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bankforegoing opinion, but in no event later than thirty (30) days from the date Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the opinion of counsel referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Codepurpose. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof7, or a reduction in the payments and benefits specified in Section 12 6 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits provided pursuant to Section 12 10 of this Agreement, either alone or together with other payments and benefits which Executive the Employee has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the payments and benefits pursuant to Section 12 10 shall be reduced or revised, in the manner determined by Executivethe Employee, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 10 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of Bank’s independent public accountants will determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon 10; the opinion of Bank will pay for the Company and the Bankaccountant’s independent public accountants and paid for by the Company and the Bankopinion. In the event that the Company, If the Bank and/or Executive the Employee do not agree with the opinion of such counselaccountant’s opinion, (i) the Company and the Bank shall will pay to Executive the Employee the maximum amount of payments and benefits pursuant to Section 1210, as selected by Executivethe Employee, which such that the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Code. The Bank may also request, and Executive shall have the Employee has the right to demand that they the Bank request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 10 have such tax consequences. Any such The Bank will promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event will the Bank make this filing later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and shall . The request will be subject to Executivethe Employee’s approval prior to filing, which ; the Employee shall not be unreasonably withheldwithhold such approval. The Company, the Bank and Executive the Employee agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which Executive the Employee may be entitled upon termination of employment other than pursuant to Section 12 10 hereof, or a reduction in the payments and benefits specified in Section 12 10, below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s 's independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or the Executive do not agree with the opinion of such counsel, (i) i. the Company and the Bank shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by the Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and not subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) . the Company and the Bank may request, and the Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to the Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the BankCompany, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of Company’s independent public accountants shall determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of 12, and the Company and shall pay for the Bankaccountant’s independent public accountants and paid for by opinion with respect to such reduction. If the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counselaccountant’s opinion, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Code. The Company and the Bank may also request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such tax consequences. Any such The Company shall promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event shall the Company make such filing later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and . The request shall also be subject to the Executive’s approval prior to filing, which ; Executive shall not be unreasonably withheldwithhold his approval. The Company, the Bank Company and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 12, below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s 's independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the BankEmployers, would constitute a “parachute payment” under Section 280G of the Code, then the payments and benefits payable by the Employers pursuant to Section 12 5 hereof shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum amount necessary to result in no portion of the payments and benefits payable by the Employers under Section 12 5 being non-deductible to the Company and the Bank Employers pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. In no event shall the payments and benefits payable under Section 5 exceed three times the Executive’s average taxable income from the Employers for the five calendar years preceding the year in which the Date of Termination occurs, with any benefits to be provided subsequent to the Date of Termination to be discounted to present value in accordance with Section 280G of the Code. If the payments and benefits under Section 5 are required to be reduced, the cash severance shall be reduced first, followed by a reduction in the fringe benefits. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 5 shall be based upon the opinion of independent tax counsel selected by the Company and the Bank’s independent public accountants Employers and paid for by the Company and Employers. Such counsel shall promptly prepare the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bankforegoing opinion, but in no event later than thirty (30) days from the date Date of the opinion of counsel referred to aboveTermination, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, may use such actuaries as such counsel deems necessary or advisable for the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Codepurpose. Nothing contained herein in this Section 6 shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof6, or a reduction in the payments and benefits specified in Section 12 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 11 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the BankCompany, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 11 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 11 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of Company’s independent public accountants will determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of 11; the Company and will pay for the Bankaccountant’s independent public accountants and paid for by opinion. If the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counselaccountant’s opinion, (i) the Company and the Bank shall will pay to Executive the maximum amount of payments and benefits pursuant to Section 1211, as selected by Executive, which such that the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Code. The Company and the Bank may also request, and Executive shall have has the right to demand that they the Company request, a ruling from the IRS Internal Revenue Service (“IRS”) as to whether the disputed payments and benefits pursuant to Section 12 11 have such tax consequences. Any such The Company will promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event will the Company make this filing later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and shall . The request will be subject to Executive’s approval prior to filing, which ; Executive shall not be unreasonably withheldwithhold his approval. The Company, the Bank Company and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 11 hereof, or a reduction in the payments and benefits specified in Section 12 11, below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement5 hereof, either alone or together with other payments and benefits which that Executive has the right to receive from the Company and the BankCompanies, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 5 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which that is the minimum necessary to result in no portion of the payments and benefits under Section 12 5 being non-deductible to either of the Company and the Bank Companies pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 5 shall be based upon the opinion of independent tax counsel selected by the Company and the Bank’s Companies' independent public accountants and paid for by the Company Companies. Such counsel shall be reasonably acceptable to the Companies and Executive; shall promptly prepare the Bankforegoing opinion, but in no event later than thirty (30) days from the Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the purpose. In the event that the Company, Companies and/or the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Companies shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 125, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank Companies and subject to the imposition of the excise tax imposed under Section 4999 of the Code (the “Permitted Amount”), and (ii) the Company and the Bank Companies may request, and provided that the amount not paid to the Executive because it was above the Permitted Amount exceeds 5% of the total amount of payments and benefits owed to Executive by the Companies pursuant to the terms of this Agreement, Executive shall have the right to demand that they the Companies request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 5 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankCompanies, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to the Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank Companies and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof6, or a reduction in the payments and benefits specified in Section 12 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and or the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of Bank’s independent public accountants shall determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company 12, and the BankBank shall pay for the accountant’s independent public accountants and paid for by the Company and the Bankopinion with respect to such reduction. In the event that the Company, If the Bank and/or Executive do not agree with the opinion of such counselaccountant’s opinion, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Code. The Bank may also request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such tax consequences. Any such The Bank shall promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event shall the Bank make such filing later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and . The request shall also be subject to the Executive’s approval prior to filing, which ; Executive shall not be unreasonably withheldwithhold his approval. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 12, below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or the Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by the Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and the Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to the Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to this Section 12 8 of this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 this Agreement or otherwise being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The reduction will be made in the manner determined by the Executive, unless it is determined that permitting the Executive to make the determination of would violate Code Section 409A. In such case, the reduction will be made first from the cash severance payment payable under this Section 8. The Bank’s independent public accountants will determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon this Agreement or otherwise; the opinion of Bank will pay for the Company and the Bankaccountant’s independent public accountants and paid for by the Company and the Bankopinion. In the event that the Company, If the Bank and/or the Executive do not agree with the opinion of such counselaccountant’s opinion, (i) the Company and the Bank shall will pay to the Executive the maximum amount of payments and benefits pursuant to this Section 128, as selected by the Executive, which such that the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Code. The Bank may also request, and the Executive shall have has the right to demand that they the Bank request, a ruling from the IRS Internal Revenue Service (“IRS”) as to whether the disputed payments and benefits pursuant to this Section 12 8 have such tax consequences. Any such The Bank will promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event will the Bank make this filing later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and shall . The request will be subject to the Executive’s approval prior to filing, which ; the Executive shall not be unreasonably withheldwithhold his approval. The Company, the Bank and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to this Section 12 hereof8, or a reduction in the payments and benefits specified in this Section 12 8, below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or the Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by the Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and not subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and the Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to the Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and or the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s independent public accountants and paid for by the Company and the BankCompany. In the event that the Company, the Bank and/or Company or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankCompany, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank Company and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a an excess “parachute payment” under Section 280G of the Internal Revenue Code (the “Code”), the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS Internal Revenue Service (“IRS”) as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 Sections 1 and 2 of this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the BankEmployer, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Codecode. The determination of Company’s independent public accountants will determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon benefits; the opinion of Employer will pay for the Company and accountants’ opinion. If the Bank’s independent public accountants and paid for by Employer and/or the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counselaccountants’ opinion, (i) the Company and the Bank shall Employer will pay to the Executive the maximum amount of payments and benefits pursuant to Section 12Sections 1 and 2 of this Agreement, as selected by Executive, which such that the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Code. The Employer may also request, and the Executive shall have has the right to demand that they requestthat, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such tax consequences. Any such The Employer will promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event will the Employer make this filing later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and shall . The request will be subject to the Executive’s approval prior to filing, which ; the Executive shall not be unreasonably withheldwithhold his approval. The Company, Employer and the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Section 12 Sections 1 and 2 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of Bank’s independent public accountants shall determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company 12, and the BankBank shall pay for the accountant’s independent public accountants and paid for by the Company and the Bankopinion with respect to such reduction. In the event that the Company, If the Bank and/or Executive do not agree with the opinion of such counselaccountant’s opinion, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Code. The Bank may also request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such tax consequences. Any such The Bank shall promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event shall the Bank make such filing later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and . The request shall also be subject to the Executive’s approval prior to filing, which ; Executive shall not be unreasonably withheldwithhold his approval. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 12, below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s 's independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they it request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Internal Revenue Code (the “Code”), the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS Internal Revenue Service (“IRS”) as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement5 hereof, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the BankCompanies, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 5 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 5 being non-deductible to either of the Company and the Bank Companies pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 5 shall be based upon the opinion of independent tax counsel selected by the Company and the Bank’s Companies' independent public accountants and paid for by the Company Companies. Such counsel shall be reasonably acceptable to the Companies and Executive; shall promptly prepare the Bankforegoing opinion, but in no event later than thirty (30) days from the Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the purpose. In the event that the Company, Companies and/or the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Companies shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 125, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank Companies and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Companies may request, and Executive shall have the right to demand that they the Companies request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 5 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankCompanies, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to the Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank Companies and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof6, or a reduction in the payments and benefits specified in Section 12 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s counsel or independent public accountants and which such opinion shall be paid for by the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counselcounsel or independent accountants, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which but only to the extent that such opinion indicates there is a high probability that such payments and benefits do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they the Bank request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel or independent accountants referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 Sections 1 and 2 of this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Codecode. The determination of Bank’s independent public accountants will determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon benefits; the opinion of Bank will pay for the Company and the Bank’s independent public accountants and paid for by the Company and the Bankaccountants’ opinion. In the event that the Company, If the Bank and/or the Executive do not agree with the opinion of such counselaccountants’ opinion, (i) the Company and the Bank shall will pay to the Executive the maximum amount of payments and benefits pursuant to Section 12Sections 1 and 2 of this Agreement, as selected by Executive, which such that the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Code. The Bank may also request, and the Executive shall have has the right to demand that they requestthat, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such tax consequences. Any such The Bank will promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event will the Bank make this filing later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and shall . The request will be subject to the Executive’s approval prior to filing, which ; the Executive shall not be unreasonably withheldwithhold his approval. The Company, the Bank and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Section 12 Sections 1 and 2 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement5 hereof, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the BankEmployers, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 5 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 5 being non-deductible to the Company and the Bank Employers pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 5 shall be based upon the opinion of independent tax counsel selected by the Company and the Bank’s Employers' independent public accountants and paid for by the Company Employers. Such counsel shall be reasonably acceptable to the Employers and the BankExecutive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the purpose. In the event that the Company, Employers and/or the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Employers shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 125, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank Employers and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Employers may request, and Executive shall have the right to demand that they the Employers request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 5 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankEmployers, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank Employers and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof6, or a reduction in the payments and benefits specified in Section 12 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of Bank’s independent public accountants shall determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company 12, and the BankBank shall pay for the accountant’s independent public accountants and paid for by the Company and the Bankopinion with respect to such reduction. In the event that the Company, If the Bank and/or Executive do not agree with the opinion of such counselaccountant’s opinion, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Code. The Bank may also request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such tax consequences. Any such The Bank shall promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event shall the Bank make such filing later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and . The request shall also be subject to the Executive’s approval prior to filing, which ; Executive shall not be unreasonably withheldwithhold her approval. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 12, below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement5 hereof, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the BankEmployers, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 5 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 5 being non-deductible to either of the Company and the Bank Employers pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 5 shall be based upon the opinion of independent tax counsel selected by the Company and the Bank’s Employers’ independent public accountants and paid for by the Company Employers. Such counsel shall be reasonably acceptable to the Employers and the BankExecutive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the purpose. In the event that the Company, Employers and/or the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Employers shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 125, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank Employers and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Employers may request, and Executive shall have the right to demand that they the Employers request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 5 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankEmployers, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank Employers and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof6, or a reduction in the payments and benefits specified in Section 12 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement2 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the BankEmployers, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits payable by the Employers pursuant to Section 12 2 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 2 being non-deductible to either of the Company and the Bank Employers pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 2 shall be based upon the opinion of independent tax counsel selected by the Company Employers and paid by the Employers. Such counsel shall be reasonably acceptable to the Employers and the Bank’s independent public accountants Executive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and paid may use such actuaries as such counsel deems necessary or advisable for by the Company and the Bankpurpose. In the event that the Company, Employers and/or the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Employers shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 122, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank Employers and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Employers may request, and Executive shall have the right to demand that they the Employers request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 2 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankEmployers, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank Employers and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof3, or a reduction in the payments and benefits specified in Section 12 2 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement2 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the BankEmployers, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits payable by the Employers pursuant to Section 12 2 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 2 being non-deductible to either of the Company and the Bank Employers pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 2 shall be based upon the opinion of independent tax counsel selected by the Company Employers and paid by the Employers. Such counsel shall be reasonably acceptable to the Employers and the Bank’s independent public accountants Executive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and paid may use such actuaries as such counsel deems necessary or advisable for by the Company and the Bankpurpose. In the event that the Company, Employers and/or the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Employers shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 122, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank Employers and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Employers may request, and Executive shall have the right to demand that they the Employers request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 2 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankEmployers, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank Employers and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with the interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof3, or a reduction in the payments and benefits specified in Section 12 2 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement5 hereof, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Savings Bank, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 5 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 5 being non-deductible to the Company and the Savings Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The parties hereto agree that the payments and benefits payable pursuant to this Agreement to the Executive upon termination shall be limited to three times the Executive's Average Annual Compensation in accordance with the provisions of OTS Regulatory Bulletin 27a. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 5 shall be based upon the opinion of independent tax counsel selected by the Company and the Savings Bank’s 's independent public accountants and paid for by the Company Savings Bank. Such counsel shall be reasonably acceptable to the Savings Bank and the BankExecutive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the purpose. In the event that the Company, the Savings Bank and/or the Executive do not agree with the opinion of such counsel, (i) the Company and the Savings Bank shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 125, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Savings Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Savings Bank may request, and Executive shall have the right to demand that they the Savings Bank request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 5 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Savings Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Savings Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof6, or a reduction in the payments and benefits specified in Section 12 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement5 hereof, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the BankEmployer, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 5 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 5 being non-deductible to the Company and the Bank Employer pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 5 shall be based upon the opinion of independent tax counsel selected by the Company and the Bank’s Employer's independent public accountants and paid for by the Company Employer. Such counsel shall be reasonably acceptable to the Employer and the BankExecutive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the purpose. In the event that the Company, Employer and/or the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank 7 7 Employer shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 125, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank Employer and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Employer may request, and Executive shall have the right to demand that they the Employer request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 5 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankEmployer, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank Employer and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof6, or a reduction in the payments and benefits specified in Section 12 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 11 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a an excess “parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the payments and benefits pursuant to Section 12 11 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 11 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of Bank’s independent public accountants will determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon 11; the opinion of Bank will pay for the Company and the Bankaccountant’s independent public accountants and paid for by the Company and the Bankopinion. In the event that the Company, If the Bank and/or Executive do not agree with the opinion of such counselaccountant’s opinion, (i) the Company and the Bank shall will pay to Executive the maximum amount of payments and benefits pursuant to Section 1211, as selected by Executive, which such that the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Code. The Bank may also request, and Executive shall have has the right to demand that they the Bank request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 11 have such tax consequences. Any such The Bank will promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event will the Bank make this filing later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and shall . The request will be subject to Executive’s approval prior to filing, which ; Executive shall not be unreasonably withheldwithhold his approval. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 11 hereof, or a reduction in the payments and benefits specified in Section 12 11, below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement2 hereof, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, Savings Bank would constitute a “"parachute payment” " under Section 280G 28OG of the Code, the payments and benefits payable by the Savings Bank pursuant to Section 12 2 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 2 being non-deductible to the Company and the Savings Bank pursuant to Section 280G 28OG of the Code and subject to the excise tax imposed under Section 4999 of the Code. The parties hereto agree that the payments and benefits payable pursuant to this Agreement to the Executive upon termination shall be limited to three times the Executive's Average Annual Compensation in accordance with the provisions of OTS Regulatory Bulletin 27a. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 2 shall be based upon the opinion of independent tax counsel selected by the Company and the Savings Bank’s 's independent public accountants and paid for by the Company Savings Bank. Such counsel shall be reasonably acceptable to the Savings Bank and the BankExecutive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the purpose. In the event that the Company, the Savings Bank and/or the Executive do not agree with the opinion of such counsel, (i) the Company and the Savings Bank shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 122, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Savings Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Savings Bank may request, and Executive shall have the right to demand that they requestthe Savings Bank requests, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 2 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Savings Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Savings Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Section 12 2 hereof, or a reduction in the payments and benefits specified in Section 12 2 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 11 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the payments and benefits pursuant to Section 12 11 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 11 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 11 shall be based upon the opinion of the Company and the Bank’s independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 1211, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 11 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 11 hereof, or a reduction in the payments and benefits specified in Section 12 11 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the BankEmployers, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 5 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 5 being non-deductible to either of the Company and the Bank Employers pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 5 shall be based upon the opinion of independent tax counsel selected by the Company Employers and paid by the Employers. Such counsel shall be reasonably acceptable to the Employers and the Bank’s independent public accountants Executive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and paid may use such actuaries as such counsel deems necessary or advisable for by the Company and the Bankpurpose. In the event that the Company, Employers and/or the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Employers shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 125, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank Employers and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Employers may request, and the Executive shall have the right to demand that they the Employers request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 5 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankEmployers, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to the Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.be

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the BankCompany, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of Company’s independent public accountants shall determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of 12, and the Company and shall pay for the Bankaccountant’s independent public accountants and paid for by opinion with respect to such reduction. If the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counselaccountant’s opinion, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Code. The Company and the Bank may also request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such tax consequences. Any such The Company shall promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event shall the Company make such filing later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and . The request shall also be subject to the Executive’s approval prior to filing, which ; Executive shall not be unreasonably withheldwithhold her approval. The Company, the Bank Company and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 12, below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the BankAssociation, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank Association pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the BankAssociation’s independent public accountants and paid for by the Company and the BankAssociation. In the event that the Company, Association and/or the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Association shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by the Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company Association and the Bank and not subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Association may request, and the Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankAssociation, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to the Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, Association and the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 11 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the BankCompany, would constitute a an excess “parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the payments and benefits pursuant to Section 12 11 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 11 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of Company’s independent public accountants will determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of 11; the Company and will pay for the Bankaccountant’s independent public accountants and paid for by opinion. If the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counselaccountant’s opinion, (i) the Company and the Bank shall will pay to Executive the maximum amount of payments and benefits pursuant to Section 1211, as selected by Executive, which such that the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Code. The Company and the Bank may also request, and Executive shall have has the right to demand that they the Company request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 11 have such tax consequences. Any such The Company will promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event will the Company make this filing later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and shall . The request will be subject to Executive’s approval prior to filing, which ; Executive shall not be unreasonably withheldwithhold his approval. The Company, the Bank Company and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 11 hereof, or a reduction in the payments and benefits specified in Section 12 11, below zero.

Limitation of Benefits under Certain Circumstances. If the -------------------------------------------------- payments and benefits pursuant to Section 12 10 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 10 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 10 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 10 shall be based upon the opinion of the Company and the Bank’s 's independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 1210, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 10 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 10 hereof, or a reduction in the payments and benefits specified in Section 12 10 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement2 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the BankEmployers, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits payable by the Employers pursuant to Section 12 2 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 2 being non-deductible to either of the Company and the Bank Employers pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 2 shall be based upon the opinion of independent tax counsel selected by the Company Employers and paid by the Employers. Such counsel shall be reasonably acceptable to the Employers and the Bank’s independent public accountants Executive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and paid may use such actuaries as such counsel deems necessary or advisable for by the Company and the Bankpurpose. In the event that the Company, Employers and/or the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Employers shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 122, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank Employers and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Employers may request, and Executive shall have the right to demand that they the Employers request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 2 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankEmployers, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank Employers and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof3, or a reduction in the payments and benefits specified in Section 12 2 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 11 of this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the BankAssociation, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 11 shall be reduced or revised, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 11 being non-deductible to the Company and the Bank Association pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 11 shall be based upon the opinion of the Company and the Bank’s Association's independent public accountants and paid for by the Company and the BankAssociation. In the event that the Company, the Bank Association and/or the Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Association shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 1211, as selected by the Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank Association and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Association may request, and the Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 11 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankAssociation, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to the Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank Association and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Section 12 11 hereof, or a reduction in the payments and benefits specified in Section 12 11 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Company Employer and the BankCorporation, would constitute a “parachute payment” under Section 280G of the Code, then the payments and benefits payable by the Employer pursuant to Section 12 5 hereof shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum amount necessary to result in no portion of the payments and benefits payable by the Employer under Section 12 5 being non-deductible to the Company and the Bank Employer pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. In no event shall the payments and benefits payable under Section 5 exceed three times the Executive’s average taxable income from the Employer for the five calendar years preceding the year in which the Date of Termination occurs, with any benefits to be provided subsequent to the Date of Termination to be discounted to present value in accordance with Section 280G of the Code. If the payments and benefits under Section 5 are required to be reduced, the cash severance shall be reduced first, followed by a reduction in the fringe benefits. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 5 shall be based upon the opinion of independent tax counsel selected by the Company and the Bank’s independent public accountants Employer and paid for by the Company and Employer. Such counsel shall promptly prepare the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bankforegoing opinion, but in no event later than thirty (30) days from the date Date of the opinion of counsel referred to aboveTermination, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, may use such actuaries as such counsel deems necessary or advisable for the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Codepurpose. Nothing contained herein in this Section 6 shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof6, or a reduction in the payments and benefits specified in Section 12 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and or the Bank, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s independent public accountants and paid for by the Company and the BankCompany. In the event that the Company, the Bank and/or Company or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they it request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankCompany, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 10 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the BankExchange or an affiliate of Exchange, would constitute a an “excess parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the payments and benefits pursuant to Section 12 10 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 10 being non-deductible to the Company and the Bank Exchange or an affiliate of Exchange pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 10 shall be based upon the opinion of the Company and the Bank’s independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Exchange shall pay to Executive the maximum amount of payments and benefits pursuant to Section 1210, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank Exchange or an affiliate of Exchange and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS Internal Revenue Service (the “IRS”) as to whether the disputed payments and benefits pursuant to Section 12 10 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared prepared, filed and filed paid for by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank Bank, Exchange and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall shall, result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 10 hereof, or a reduction in the payments and benefits specified in Section 12 10 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement6 hereof, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the BankEmployer, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 6 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 6 being non-deductible to the Company and the Bank Employer pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 6 shall be based upon the opinion of independent tax counsel selected by the Company and the Bank’s Employers' independent public accountants and paid for by the Company Employer. Such counsel shall be reasonably acceptable to the Employer and the BankExecutive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the purpose. In the event that the Company, Employer and/or the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Employer shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 125, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank Employer and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Employer may request, and Executive shall have the right to demand that they the Employer request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 6 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankEmployer, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank Employer and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof7, or a reduction in the payments and benefits specified in Section 12 6 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to this Section 12 8 of this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the Bank, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 this Agreement or otherwise being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The reduction will be made in the manner determined by the Executive, unless it is determined that permitting the Executive to make the determination of would violate Code Section 409A. In such case, the reduction will be made first from the cash severance payment payable under this Section 8. The Bank's independent public accountants will determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon this Agreement or otherwise; the opinion of Bank will pay for the Company and the Bank’s independent public accountants and paid for by the Company and the Bankaccountant's opinion. In the event that the Company, If the Bank and/or the Executive do not agree with the opinion of such counselaccountant's opinion, (i) the Company and the Bank shall will pay to the Executive the maximum amount of payments and benefits pursuant to this Section 128, as selected by the Executive, which such that the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Code. The Bank may also request, and the Executive shall have has the right to demand that they the Bank request, a ruling from the IRS Internal Revenue Service ("IRS") as to whether the disputed payments and benefits pursuant to this Section 12 8 have such tax consequences. Any such The Bank will promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event will the Bank make this filing later than thirty (30) days from the date of the accountant's opinion of counsel referred to above, and shall . The request will be subject to the Executive’s 's approval prior to filing, which ; the Executive shall not be unreasonably withheldwithhold her approval. The Company, the Bank and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to this Section 12 hereof8, or a reduction in the payments and benefits specified in this Section 12 8, below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and or the Bank, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s independent public accountants and paid for by the Company and the BankCompany. In the event that the Company, the Bank and/or Company or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankCompany, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank Company and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement2 hereof, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, Savings Bank would constitute a “"parachute payment” " under Section 280G 28OG of the Code, the payments and benefits payable by the Savings Bank pursuant to Section 12 2 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 2 being non-deductible to the Company and the Savings Bank pursuant to Section 280G 28OG of the Code and subject to the excise tax imposed under Section 4999 of the Code. The parties hereto agree that the payments and benefits payable pursuant to this Agreement to the Executive upon termination shall be limited to three times the Executive's Average Annual Compensation in accordance with the provisions of Section 310 of the Handbook. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 2 shall be based upon the opinion of independent tax counsel selected by the Company and the Savings Bank’s 's independent public accountants and paid for by the Company Savings Bank. Such counsel shall be reasonably acceptable to the Savings Bank and the BankExecutive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the purpose. In the event that the Company, the Savings Bank and/or the Executive do not agree with the opinion of such counsel, (i) the Company and the Savings Bank shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 122, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Savings Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Savings Bank may request, and Executive shall have the right to demand that they requestthe Savings Bank requests, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 2 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Savings Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Savings Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Section 12 2 hereof, or a reduction in the payments and benefits specified in Section 12 2 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 Sections 1 and 2 of this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Codecode. The determination of Bank’s independent public accountants will determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon benefits; the opinion of Bank will pay for the Company and the Bank’s independent public accountants and paid for by the Company and the Bankaccountants’ opinion. In the event that the Company, If the Bank and/or the Executive do not agree with the opinion of such counselaccountants’ opinion, (i) the Company and the Bank shall will pay to the Executive the maximum amount of payments and benefits pursuant to Section 12Sections 1 and 2 of this Agreement, as selected by Executive, which such that the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Code. The Bank may also request, and the Executive shall have has the right to demand that they requestthat, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such tax consequences. Any such The Bank will promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event will the Bank make this filing later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and shall . The request will be subject to the Executive’s approval prior to filing, which ; the Executive shall not be unreasonably withheldwithhold her approval. The Company, the Bank and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Section 12 Sections 1 and 2 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 13 of this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the BankCompany, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 13 shall be reduced or revised, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 13 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 13 shall be based upon the opinion of the Company and the BankCompany’s independent public accountants and paid for by the Company and the BankCompany. In the event that the Company, Company and/or the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 1213, as selected by the Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and not subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and the Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 13 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankCompany, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to the Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, Company and the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 11 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the payments and benefits pursuant to Section 12 11 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 11 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of Bank’s independent public accountants will determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon 11; the opinion of Bank will pay for the Company and the Bankaccountant’s independent public accountants and paid for by the Company and the Bankopinion. In the event that the Company, If the Bank and/or Executive do not agree with the opinion of such counselaccountant’s opinion, (i) the Company and the Bank shall will pay to Executive the maximum amount of payments and benefits pursuant to Section 1211, as selected by Executive, which such that the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Code. The Bank may also request, and Executive shall have has the right to demand that they the Bank request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 11 have such tax consequences. Any such The Bank will promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event will the Bank make this filing later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and shall . The request will be subject to Executive’s approval prior to filing, which ; Executive shall not be unreasonably withheldwithhold her approval. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 11 hereof, or a reduction in the payments and benefits specified in Section 12 11, below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Bank of the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of Company’s independent public accountants shall determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of 12, and the Company and shall pay for the Bankaccountant’s independent public accountants and paid for by opinion with respect to such reduction. If the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counselaccountant’s opinion, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Code. The Company and the Bank may also request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such tax consequences. Any such The Company shall promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event shall the Company make such filing later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and . The request shall also be subject to the Executive’s approval prior to filing, which ; Executive shall not be unreasonably withheldwithhold his approval. The Company, the Bank Company and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 12, below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement5 hereof, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the BankEmployer, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 5 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 5 being non-deductible to the Company and the Bank Employer pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 5 shall be based upon the opinion of independent tax counsel selected by the Company and the Bank’s Employer' independent public accountants and paid for by the Company Employer. Such counsel shall be reasonably acceptable to the Employer and the BankExecutive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the purpose. In the event that the Company, Employer and/or the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Employer shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 125, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank Employer and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Employer may request, and Executive shall have the right to demand that they the Employer request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 5 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankEmployer, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank Employer and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof6, or a reduction in the payments and benefits specified in Section 12 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 13 of this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the BankCompany, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 13 shall be reduced or revised, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 13 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 13 shall be based upon the opinion of the Company and the Bank’s Company's independent public accountants and paid for by the Company and the BankCompany. In the event that the Company, Company and/or the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 1213, as selected by the Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and not subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and the Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 13 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankCompany, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to the Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, Company and the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of Company’s and the Bank’s independent public accountants shall determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of 12, and the Company and the BankBank shall pay for the accountant’s independent public accountants and paid for by the Company and the Bankopinion with respect to such reduction. In the event that If the Company, the Bank and/or Executive do not agree with the opinion of such counselaccountant’s opinion, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Code. The Company and the Bank may also request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such tax consequences. Any such The Company and the Bank shall promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event shall the Company and the Bank make such filing later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and . The request shall also be subject to the Executive’s approval prior to filing, which ; Executive shall not be unreasonably withheldwithhold his approval. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 12, below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, revised by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. For purposes of the prior sentence, the reduction in specific benefits shall be determined by Executive, provided, however, that if such reduction violates Code Section 409A, then the reduction shall be applied to the severance benefits otherwise payable under Section 12(b) hereof. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s counsel or independent public accountants and which such opinion shall be paid for by the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counselcounsel or independent accountants, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which but only to the extent that such opinion indicates there is a high probability that such payments and benefits do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they the Bank request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel or independent accountants referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 4 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the payments and benefits pursuant to Section 12 4 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 4 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of Bank’s independent public accountants will determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon 4; Bank will pay for the opinion of the Company and the Bankaccountant’s independent public accountants and paid for by the Company and the Bankopinion. In the event that the Company, the If Bank and/or Executive do not agree with the opinion of such counselaccountant’s opinion, (i) the Company and the Bank shall will pay to Executive the maximum amount of payments and benefits pursuant to Section 124, as selected by Executive, which such that the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Code. Bank may also request, and Executive shall have has the right to demand that they Bank request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 4 have such tax consequences. Any such Bank will promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event will Bank make this filing later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and shall . The request will be subject to Executive’s approval prior to filing, which ; Executive shall not be unreasonably withheldwithhold his approval. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 4 hereof, or a reduction in the payments and benefits specified in Section 12 4, below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and Bank and/or the BankCorporation, would constitute a “parachute payment” under Section 280G of the Code, then the payments and benefits payable by the Employers pursuant to Section 12 5 hereof shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum amount necessary to result in no portion of the payments and benefits payable by the Employers under Section 12 5 being non-deductible to the Company and the Bank Employers pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. In no event shall the payments and benefits payable under Section 5 exceed three times the Executive’s average taxable income from the Employers for the five calendar years preceding the year in which the Date of Termination occurs, with any benefits to be provided subsequent to the Date of Termination to be discounted to present value in accordance with Section 280G of the Code. If the payments and benefits under Section 5 are required to be reduced, the cash severance shall be reduced first, followed by a reduction in the fringe benefits. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 5 shall be based upon the opinion of independent tax counsel selected by the Company and the Bank’s independent public accountants Employers and paid for by the Company and Employers. Such counsel shall promptly prepare the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bankforegoing opinion, but in no event later than thirty (30) days from the date Date of the opinion of counsel referred to aboveTermination, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, may use such actuaries as such counsel deems necessary or advisable for the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Codepurpose. Nothing contained herein in this Section 6 shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof6, or a reduction in the payments and benefits specified in Section 12 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “a "parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s 's independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and ----------------------------------------------------- benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s 's independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s independent public accountants tax counsel and paid for by the Company and the Bank. In the event that the Company, the Bank and/or the Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by the Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and not subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and the Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to the Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the Bank, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s 's independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or the Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by the Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and not subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and the Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to the Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to this Section 12 8 of this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the Bank, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 this Agreement or otherwise being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The reduction will be made in the manner determined by the Executive, unless it is determined that permitting the Executive to make the determination of would violate Code Section 409A. In such case, the reduction will be made first from the cash severance payment payable under this Section 8.. The Bank's independent public accountants will determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon this Agreement or otherwise; the opinion of Bank will pay for the Company and the Bank’s independent public accountants and paid for by the Company and the Bankaccountant's opinion. In the event that the Company, If the Bank and/or the Executive do not agree with the opinion of such counselaccountant's opinion, (i) the Company and the Bank shall will pay to the Executive the maximum amount of payments and benefits pursuant to this Section 128, as selected by the Executive, which such that the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Code. The Bank may also request, and the Executive shall have has the right to demand that they the Bank request, a ruling from the IRS Internal Revenue Service ("IRS") as to whether the disputed payments and benefits pursuant to this Section 12 8 have such tax consequences. Any such The Bank will promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event will the Bank make this filing later than thirty (30) days from the date of the accountant's opinion of counsel referred to above, and shall . The request will be subject to the Executive’s 's approval prior to filing, which ; the Executive shall not be unreasonably withheldwithhold his approval. The Company, the Bank and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to this Section 12 hereof8, or a reduction in the payments and benefits specified in this Section 12 8, below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement5 hereof, either alone or together with other payments and benefits which Executive has the right to receive from the Company and Employer or other companies affiliated with the BankEmployer, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 5 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 5 being non-deductible to the Company and the Bank Employer pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 5 shall be based upon the opinion of independent tax counsel selected by the Company and the Bank’s Employer's independent public accountants and paid for by the Company Employer. Such counsel shall be reasonably acceptable to the Employer and the BankExecutive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the purpose. In the event that the Company, Employer and/or the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Employer shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 125, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank Employer and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Employer may request, and Executive shall have the right to demand that they the Employer request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 5 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankEmployer, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank Employer and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof6, or a reduction in the payments and benefits specified in Section 12 5 below zero.

Limitation of Benefits under Certain Circumstances. “If the payments and benefits provided pursuant to Section 12 10 of this Agreement, either alone or together with other payments and benefits which Executive the Employee has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the payments and benefits pursuant to Section 12 10 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 10 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. If such a reduction is necessary and none of the payments or benefits constitutes a “deferral of compensation” within the meaning of and subject to Section 409A of the Code, then the reduction shall occur in a manner the Employee elects in writing prior to the date of payment. If the payments or benefits constitute a deferral of compensation or if the Employee fails to make an election pursuant to the preceding sentence, then the payments and/or benefits to be reduced will be determined in a manner which has the least economic cost to the Employee. The determination of Bank’s independent public accountants will determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon 10; the opinion of Bank will pay for the Company and the Bankaccountant’s independent public accountants and paid for by the Company and the Bankopinion. In the event that the Company, If the Bank and/or Executive the Employee do not agree with the opinion of such counselaccountant’s opinion, (i) the Company and the Bank shall will pay to Executive the Employee the maximum amount of payments and benefits pursuant to Section 12, 10 (as selected by Executive, which such the Employee if the payments and benefits do not constitute a deferral of compensation) that the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.”

Limitation of Benefits under Certain Circumstances. If the payments -------------------------------------------------- and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the BankAssociation, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank Association pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s Association's independent public accountants and paid for by the Company and the BankAssociation. In the event that the Company, the Bank Association and/or the Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Association shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by the Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank Association and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Association may request, and the Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankAssociation, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to the Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank Association and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement5 hereof, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Savings Bank, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 5 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 5 being non-deductible to the Company and the Savings Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The parties hereto agree that the payments and benefits payable pursuant to this Agreement to the Executive upon termination shall be limited to three times the Executives Average Annual Compensation in accordance with the provisions of Section 310 of the Handbook. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 5 shall be based upon the opinion of independent tax counsel selected by the Company and the Savings Bank’s 's 8 independent public accountants and paid for by the Company Savings Bank. Such counsel shall be reasonably acceptable to the Savings Bank and the BankExecutive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the purpose. In the event that the Company, the Savings Bank and/or the Executive do not agree with the opinion of such counsel, (i) the Company and the Savings Bank shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 125, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Savings Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Savings Bank may request, and Executive shall have the right to demand that they the Savings Bank request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 5 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Savings Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Savings Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof6, or a reduction in the payments and benefits specified in Section 12 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 10 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 10 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 10 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 10 shall be based upon the opinion of the Company and the Bank’s independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 1210, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 10 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 10 hereof, or a reduction in the payments and benefits specified in Section 12 10 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the BankEmployers, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 5 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 5 being non-deductible to either of the Company and the Bank Employers pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 5 shall be based upon the opinion of independent tax counsel selected by the Company and the Bank’s Employers' independent public accountants and paid for by the Company Employers. Such counsel shall be reasonably acceptable to the Employers and the BankExecutive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the purpose. In the event that the Company, Employers and/or the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Employers shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 125, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank Employers and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Employers may request, and the Executive shall have the right to demand that they the Employers request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 5 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankEmployers, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to the Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, Employers and the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof6, or a reduction in the payments and benefits specified in Section 12 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement6 hereof, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the BankEmployer, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 6 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 6 being non-deductible to the Company and the Bank Employer pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 6 shall be based upon the opinion of independent tax counsel selected by the Company and the BankEmployer’s independent public accountants and paid for by the Company Employer. Such counsel shall be reasonably acceptable to the Employer and the BankExecutive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the purpose. In the event that the Company, Employer and/or the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Employer shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 125, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank Employer and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Employer may request, and Executive shall have the right to demand that they the Employer request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 6 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankEmployer, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank Employer and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof7, or a reduction in the payments and benefits specified in Section 12 6 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement5 hereof, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the BankEmployer, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 5 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 5 being non-deductible to the Company and the Bank Employer pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 5 shall be based upon the opinion of independent tax counsel selected by the Company and the Bank’s Employer's independent public accountants and paid for by the Company Employer. Such counsel shall be reasonably acceptable to the Employer and the BankExecutive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for those purposes. In the event that the Company, Employer and/or the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Employer shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 125, provided that the Executive delivers to the Employer an opinion of counsel, as selected by the Executive, which such opinion indicates that there is a high probability that the application of Sections 280G and 4999 of the Code do not result in any of such payments and benefits being non-deductible to the Company and the Bank Employer and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Employer may request, and Executive shall have the right to demand that they the Employer request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 5 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankEmployer, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank Employer and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof6, or a reduction in the payments and benefits specified in Section 12 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement5 hereof, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the BankEmployers, would constitute a “7 7 "parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 5 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 5 being non-deductible to the Company and the Bank Employers pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 5 shall be based upon the opinion of independent tax counsel selected by the Company and the Bank’s Employers' independent public accountants and paid for by the Company Employers. Such counsel shall be reasonably acceptable to the Employers and the BankExecutive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the purpose. In the event that the Company, Employers and/or the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Employers shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 125, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank Employers and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Employers may request, and Executive shall have the right to demand that they the Employers request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 5 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankEmployers, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank Employers and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof6, or a reduction in the payments and benefits specified in Section 12 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and or the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s independent public accountants and paid for by the Company and the BankCompany. In the event that the Company, the Bank and/or Company or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they it request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankCompany, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement5 hereof, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Savings Bank, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 5 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 5 being non-deductible to the Company and the Savings Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The parties hereto agree that the payments and benefits payable pursuant to this Agreement to the Executive upon termination shall be limited to three times the Executive's Average Annual Compensation in accordance with the provisions of Section 310 of the Handbook. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 5 shall be based upon the opinion of independent tax counsel selected by the Company and the Savings Bank’s 's independent public accountants and paid for by the Company Savings Bank. Such counsel shall be reasonably acceptable to the Savings Bank and the BankExecutive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the purpose. In the event that the Company, the Savings Bank and/or the Executive do not agree with the opinion of such counsel, (i) the Company and the Savings Bank shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 125, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Savings Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Savings Bank may request, and Executive shall have the right to demand that they the Savings Bank request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 5 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Savings Bank, 8 but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Savings Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof6, or a reduction in the payments and benefits specified in Section 12 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement4 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and Bank, the BankCorporation or any affiliate of either of them, would constitute a “"parachute payment” " under Section 280G of the Code, then the payments and benefits payable by the Bank pursuant to Section 12 4 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits payable by the Bank under Section 12 4 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The parties hereto agree that the payments and benefits payable by the Bank pursuant to this Agreement to the Executive upon termination shall be limited to three times the Executive's average annual compensation (based upon the most recent five taxable years) in accordance with OTS Regulatory Bulletin 27a. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 4 shall be based upon the opinion of independent tax counsel selected by the Company Bank (and reasonably acceptable to the Bank’s independent public accountants Executive) and paid for by the Company and the Bank. In Such counsel shall promptly prepare the event that the Company, the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bankforegoing opinion, but in no event later than thirty (30) days from the date Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the opinion of counsel referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Codepurpose. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof5, or a reduction in the payments and benefits specified in Section 12 4 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the BankEmployers, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 5 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 5 being non-deductible to either of the Company and the Bank Employers pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 5 shall be based upon the opinion of independent tax counsel selected by the Company Employers and paid by the Employers. Such counsel shall be reasonably acceptable to the Employers and the Bank’s independent public accountants Executive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and paid may use such actuaries as such counsel deems necessary or advisable for by the Company and the Bankpurpose. In the event that the Company, Employers and/or the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Employers shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 125, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank Employers and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Employers may request, and the Executive shall have the right to demand that they the Employers request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 5 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankEmployers, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to the Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, Employers and the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof6, or a reduction in the payments and benefits specified in Section 12 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 10 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 10 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 10 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 10 shall be based upon the opinion of the Company and the Bank’s 's independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 1210, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 10 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 10 hereof, or a reduction in the payments and benefits specified in Section 12 10 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or the Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by the Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and not subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and the Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to the Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to this Section 12 8 of this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 this Agreement or otherwise being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of Bank’s independent public accountants will determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon this Agreement or otherwise; the opinion of Bank will pay for the Company and the Bankaccountant’s independent public accountants and paid for by the Company and the Bankopinion. In the event that the Company, If the Bank and/or the Executive do not agree with the opinion of such counselaccountant’s opinion, (i) the Company and the Bank shall will pay to the Executive the maximum amount of payments and benefits pursuant to this Section 128, as selected by the Executive, which such that the opinion indicates there is have a high probability do of not result in causing any of such the payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Code. The Bank may also request, and the Executive shall have has the right to demand that they the Bank request, a ruling from the IRS Internal Revenue Service (“IRS”) as to whether the disputed payments and benefits pursuant to this Section 12 8 have such tax consequences. Any such The Bank will promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event will the Bank make this filing later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and shall . The request will be subject to the Executive’s approval prior to filing, which ; the Executive shall not be unreasonably withheldwithhold his approval. The Company, the Bank and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to this Section 12 hereof8, or a reduction in the payments and benefits specified in this Section 12 8, below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the Bank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or the Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by the Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and not subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and the Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to the Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and Additional Termination Entitlements or any other benefits pursuant to Section 12 of conferred under this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the BankCorporation or Mortgage Corp., would constitute a “parachute payment” under Section 280G of the CodeInternal Revenue Code of 1986, the payments and regulations promulgated thereunder or related Internal Revenue Service guidance (collectively, the “Code”), the Additional Termination Entitlements or any other benefits pursuant to Section 12 conferred under this Agreement shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and Additional Termination Entitlements or any other benefits conferred under Section 12 this Agreement payable by the Corporation or Mortgage Corp. being non-deductible to the Company and the Bank Corporation or Mortgage Corp. pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. Similarly, any payment of the Additional Termination Entitlements or any other benefits conferred under this Agreement shall be structured to comply with all requirements of Section 409A of the Code. The determination of any reduction in or restructuring of the payments and Additional Termination Entitlements or any other benefits to be made pursuant to Section 12 conferred under this Agreement shall be based upon the opinion of independent counsel selected by the Company Corporation’s or Mortgage Corp. and paid by the Corporation and Mortgage Corp. Such counsel shall be reasonably acceptable to the Corporation, Mortgage Corp. and the Bank’s independent public accountants and paid for by Executive; shall promptly prepare the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bankforegoing opinion, but in no event later than thirty (30) days from the date of termination; and may use such actuaries or accountants as such counsel deems necessary or advisable for the opinion of counsel referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Codepurpose. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof14, or a reduction in the payments and Additional Termination Entitlements or any other benefits specified in Section 12 conferred under this Agreement below zero.

Limitation of Benefits under Certain Circumstances. If the payments --------------------------------------------------- and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the BankAssociation, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank Association pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s Association's independent public accountants and paid for by the Company and the BankAssociation. In the event that the Company, the Bank Association and/or the Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Association shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by the Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank Association and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Association may request, and the Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankAssociation, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to the Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank Association and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement5 hereof, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the BankEmployer, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 5 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 5 being non-deductible to the Company and the Bank Employer pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 5 shall be based upon the opinion of independent tax counsel selected by the Company and the Bank’s Employer's independent public accountants and paid for by the Company Employer. Such counsel shall be reasonably acceptable to the Employer and the BankExecutive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the purpose. In the event that the Company, Employer and/or the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Employer shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 125, provided that the Executive delivers to the Employer an opinion of counsel, as selected by the Executive, which such opinion indicates that there is a high probability that the application of Sections 280G and 4999 of the Code do not result in any of such payments and benefits being non-deductible to the Company and the Bank Employer and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Employer may request, and Executive shall have the right to demand that they the Employer request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 5 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankEmployer, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank Employer and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.Section

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement2 hereof, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, Savings Bank would constitute a “parachute payment” " under Section 280G 28OG of the Code, the payments and benefits payable by the Savings Bank pursuant to Section 12 2 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 2 being non-deductible to the Company and the Savings Bank pursuant to Section 280G 28OG of the Code and subject to the excise tax imposed under Section 4999 of the Code. The parties hereto agree that the payments and benefits payable pursuant to this Agreement to the Executive upon termination shall be limited to three times the Executives Average Annual Compensation in accordance with the provisions of Section 310 of the Handbook. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 2 shall be based upon the opinion of independent tax counsel selected by the Company and the Savings Bank’s 's independent public accountants and paid for by the Company Savings Bank. Such counsel shall be reasonably acceptable to the Savings Bank and the BankExecutive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the purpose. In the event that the Company, the Savings Bank and/or the Executive do not agree with the opinion of such counsel, (i) the Company and the Savings Bank shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 122, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Savings Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Savings Bank may request, and Executive shall have the right to demand that they requestthe Savings Bank requests, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 2 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Savings Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Savings Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Section 12 2 hereof, or a reduction in the payments and benefits specified in Section 12 2 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement2 hereof, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the Bank, Employers would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits pursuant to Section 12 2 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 2 being non-deductible to either of the Company and the Bank Employers pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 2 shall be based upon the opinion of independent tax counsel selected by the Company and the Bank’s Employers' independent public accountants and paid for by the Company Employers. Such counsel shall be reasonably acceptable to the Employers and the BankExecutive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the purpose. In the event that the Company, Employers and/or the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Employers shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 122, as selected by the Executive, which such opinion indicates that there is a high probability do that does not result in any of such payments and benefits being non-deductible to the Company and the Bank Employers and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Employers may request, and Executive shall have the right to demand that they the Employers request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 2 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankEmployers, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank Employers and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Section 12 2 hereof, or a reduction in the payments and benefits specified in Section 12 2 below zero.

Limitation of Benefits under Certain Circumstances. If Notwithstanding any other provision of this Agreement or of any other agreement, contract, or understanding heretofore or hereafter entered into by a Executive with the payments Employer or any affiliate, except an agreement, contract, or understanding that expressly addresses Section 280G or Section 4999 of the Code (an “Other Agreement”), and notwithstanding any formal or informal plan or other arrangement for the direct or indirect provision of compensation to the Executive, whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Executive (a “Benefit Arrangement”), if the Executive is a “disqualified individual,” as defined in Section 280G(c) of the Code, any equity award held by the Executive and any right to receive any payment or other benefit under this Agreement or otherwise shall not become exercisable, vested or paid (i) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits pursuant to Section 12 of or for the Executive under this Agreement, either alone or together with other payments all Other Agreements, and benefits which Executive has the right to receive from the Company and the Bankall Benefit Arrangements, would constitute cause any payment or benefit to the Executive under this Agreement to be considered a “parachute payment” under within the meaning of Section 280G of the Code, the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G 280G(bX2) of the Code as then in effect (a “Parachute Payment”) and subject to (ii) if, as a result of receiving a Parachute Payment, the excise aggregate after-tax imposed amounts received by the Executive from the Employer under Section 4999 of this Agreement, all Other Agreements, and all Benefit Arrangements would be less than the Code. The determination of maximum after-tax amount that could be received by the Executive without causing any reduction in the payments and benefits such payment or benefit to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s independent public accountants and paid for by the Company and the Bankconsidered a Parachute Payment. In the event that the Companyreceipt of any such right to exercise, vesting, payment, or benefit under this Agreement, in conjunction with all other rights, payments, or benefits to or for the Bank and/or Executive do not agree with under any Other Agreement or any Benefit Arrangement would cause the opinion Executive to be considered to have received a Parachute Payment under this Agreement that would have the effect of such counsel, (i) decreasing the Company and after-tax amount received by the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such opinion indicates there is a high probability do not result described in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and clause (ii) of the Company and preceding sentence, then the Bank may request, and Executive Grantee shall have the right right, in the Executive’s sole discretion, to demand designate those rights, payments, or benefits under this Agreement, any Other Agreements, and any Benefit Arrangements that they request, a ruling from the IRS should be reduced or eliminated so as to whether avoid having the disputed payments and benefits pursuant payment or benefit to the Agreement under this Agreement be deemed to be a Parachute Payment; provided, however, that in order to comply with Code Section 12 have such consequences. Any such request for a ruling from 409A, the IRS shall reduction or elimination will be promptly prepared and filed by performed in the Company and the Bank, but order in no event later than thirty (30) days from the date which each dollar of the opinion of counsel referred to above, and shall be value subject to Executive’s approval prior a payment, benefit or award reduces the Parachute Payment to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zerogreatest extent.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from the Company and the BankCompany, would constitute a “parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the payments and benefits pursuant to Section 12 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of Bank’s independent public accountants will determine any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of 12, the Company and will pay for the Bankaccountant’s independent public accountants and paid for by opinion. If the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counselaccountant’s opinion, (i) the Company and the Bank shall will pay to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such that the opinion indicates there is have a high probability do of not result in causing any of such payments and benefits being to be non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Code. The Company and the Bank may also request, and Executive shall have has the right to demand that they the Company request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such tax consequences. Any such The Company will promptly prepare and file the request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankIRS, but in no event later than thirty (30) days from the date of the accountant’s opinion of counsel referred to above, and shall . The request will be subject to Executive’s approval prior to filing, which ; Executive shall not be unreasonably withheldwithhold his approval. The Company, the Bank Company and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein in this Agreement shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 12, below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement6 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the Bank, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits payable by the Bank pursuant to Section 12 6 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits payable by the Bank under Section 12 6 being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The parties hereto agree that the present value of the payments and benefits payable pursuant to this Agreement to the Executive upon termination shall be limited to three times the Executive's Average Annual Compensation. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 6 shall be based upon the opinion of the Company and independent counsel selected by the Bank’s 's independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Such counsel shall pay be reasonably acceptable to Executive the maximum amount of payments and benefits pursuant to Section 12, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of Executive; shall promptly prepare the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bankforegoing opinion, but in no event later than thirty (30) days from the date Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the opinion of counsel referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Codepurpose. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than pursuant to as specified in this Section 12 hereof7, or a reduction in the payments and benefits specified in Section 12 6 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 11 of this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the Bank, would constitute a “"parachute payment” " under Code Section 280G of the Code, the payments and benefits pursuant to Section 12 11 shall be reduced or revised, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 11 being non-deductible to the Company and the Bank pursuant to Code Section 280G of the Code and subject to the excise tax imposed under Code Section 4999 of the Code4999. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 11 shall be based upon the opinion of the Company and the Bank’s 's independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or the Executive do not agree with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to Section 1211, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax imposed under Code Section 4999 of the Code and (ii) the Company and the Bank may request, and the Executive shall have the right to demand that they request, a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 11 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to Executive’s 's approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero.unreasonably

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 12 of this Agreement2 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and the Bank, Employers would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 12 2 hereof shall be reduced or revisedreduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 2 being non-deductible to either of the Company and the Bank Employers pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 2 shall be based upon the opinion of independent tax counsel selected by the Company and the Bank’s Employers’ independent public accountants and paid for by the Company Employers. Such counsel shall be reasonably acceptable to the Employers and the BankExecutive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the purpose. In the event that the Company, Employers and/or the Bank and/or Executive do not agree with the opinion of such counsel, (i) the Company and the Bank Employers shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 122, as selected by the Executive, which such opinion indicates that there is a high probability do that does not result in any of such payments and benefits being non-deductible to the Company and the Bank Employers and subject to the imposition of the excise tax imposed under Section 4999 of the Code and (ii) the Company and the Bank Employers may request, and Executive shall have the right to demand that they request, request a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 12 2 hereof have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the BankEmployers, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to the Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, Employers and the Bank and Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Section 12 2 hereof, or a reduction in the payments and benefits specified in Section 12 2 below zero.