Common use of Compensation Upon Termination Pursuant to a Change in Control Clause in Contracts

Compensation Upon Termination Pursuant to a Change in Control. If a Change in Control should occur during the Executive's employment with the Corporation, the Executive shall have the option, to be exercised within one (1) year from the date of the Change in Control (as defined in Section IV.A(1) hereof) to terminate his employment with the Corporation with or without cause. In the event of the termination of the Executive's employment with the Corporation within one (1) year after the date of such Change in Control either by the Executive or the Corporation, the following provisions shall apply: (i) If the Executive terminates his employment within ninety (90) days after such Change in Control, or if the Corporation terminates his employment within one (1) year from the date of the Change in Control, the Corporation shall pay the Executive, within thirty (30) days after his termination pursuant to a Change in Control, an amount of compensation equal to 2.99 multiplied by the average annual compensation which was paid by the Corporation to the Executive and includable in the gross income of the Executive during the five (5) taxable years of the Executive ending prior to the termination; and (ii) If the Executive terminates his employment more than ninety (90) days after the date of such Change in Control but within one (1) year after such Change in Control, the Corporation shall pay to the Executive an amount equal to that specified in Subparagraph (i) above, reduced by the amount of any salary or bonuses paid to him from the date of the Change in Control to the date of the termination of employment. (2) The Corporation shall provide the Executive up to the date on which the Executive attains age 65 or dies, with life, disability and accident and health insurance coverages comparable to employer sponsored plan coverages in effect for the Executive immediately preceding the Executive's termination of employment following a Change in Control. Comparable life, disability and accident and health insurance coverages may be provided to the Executive under: (a) existing plans or programs in which the Executive participates, or (b) through conversion of group coverage pursuant to any group policy in effect, or (c) through other available commercial insurance arrangements, if obtainable, for the Executive; provided, however, that to the extent a specific coverage -------- ------- cannot be continued or obtained under either (a), (b) or (c) above, the Executive shall not be entitled to continuation of that specific coverage. The Executive shall continue to be responsible for the cost of comparable insurance coverages following his termination of employment following a Change in Control to the same extent as other similarly situated active employees of the Corporation or the Bank as of the Executive's termination of employment following a Change in Control or, if there are no similarly situated employees, then to the same extent, on a percentage of total cost basis, that Executive was responsible for the cost of available insurance coverages prior to his termination of employment. With respect to health insurance coverage, the Executive's spouse shall also be provided with health insurance coverage for the same period of time as set forth above (regardless of the Executive's death prior to attainment of age 65) and under the same cost sharing method as described above. (3) The Corporation shall continue to provide the Executive with the pre-retirement death benefit, described in Section II of this Agreement, until the earlier of: (1) the date the Executive elects to have his supplemental income retirement benefit commence under Section I or (ii) the date the Executive shall attain the age of sixty-five (65) years, said pre-retirement death benefit premised upon the Executive's compensation at the time of termination and assuming that, for purposes of Section II A.(2)(i)(b), the Executive retired on the date of his termination. For purposes of this Paragraph, compensation shall mean the Executive's base salary in effect on the date of the Executive's termination plus any bonuses or annual incentive cash compensation earned by the Executive for the calendar year immediately preceding the date of the Executive's termination; and (4) The Executive shall be entitled to a supplemental retirement income benefit under Section I, if he then meets the requirements specified therein. Provided, however, that the Executive shall not be required to meet the years of service requirement for a benefit under Section I.A.(1). (5) The Executive shall provide consulting and advisory services to the Corporation for a period of one (1) year following the date of termination of his employment with the Corporation in order that the Corporation may have the benefit of Executive's experience and knowledge of the business affairs and activities of the Corporation and the benefit of the Executive's reputation and contacts in the community. The Executive shall be available for advice and counsel to the officers and directors of the Corporation and said advisory and consulting services shall be performed in Harrisburg, Pennsylvania, and its environs and in such other locations as shall be mutually agreeable to the Executive and to the Corporation. As full compensation for such consulting and advisory services, the Executive shall receive an amount equal to his annual base compensation in effect on the date of termination of his employment plus reimbursement for all expenses reasonably incurred by him, with the advance concurrence of the Corporation, in the performance of his consulting services, which expenses shall be accounted for in accordance with the Corporation's standard procedures relating to reimbursement of expenses. The Executive's compensation for consulting and advisory services set forth above shall be paid by the Corporation to the Executive in approximately equal monthly installments over the one (1) year term.

Compensation Upon Termination Pursuant to a Change in Control. If a Change in Control should occur during the Executive's employment with the Corporation, the Executive shall have the option, is terminated and such termination is a Termination Pursuant to be exercised within one (1) year from the date of the a Change in Control (as defined in Section IV.A(1) hereof) to terminate his employment with 1.1), the Corporation with (or without cause. In the event of the termination of the Executive's employment with the Corporation within one (1any acquiror or successor thereto) year after the date of such Change in Control either by the Executive or the Corporation, shall provide the following provisions shall applyto Executive: (iA) If Executive's compensation shall be continued for a period of three (3) years, commencing as of the Executive terminates his employment within ninety (90) days after such Change in Control, or if the Corporation terminates his employment within one (1) year from the date of Termination Pursuant to the Change in Control, but not beyond the Corporation date on which Executive attains age 65 or dies. For purposes of this Section 1.2, compensation shall pay mean the greater of Executive's base salary in effect immediately prior to the Termination Pursuant to a Change in Control and the base salary in effect prior to the Change in Control, within thirty (30) days after his termination pursuant plus any cash bonuses or annual incentive cash compensation earned by Executive with respect to the calendar year immediately preceding the date of the Termination Pursuant to a Change in Control, an amount of compensation equal to 2.99 multiplied by the average annual compensation which was paid by the Corporation to the Executive and includable in the gross income of the Executive during the five (5) taxable years of the Executive ending prior to the termination; and (iiB) If Executive shall be provided, for a period of three (3) years, commencing as of the Executive terminates his employment more than ninety (90) days after Termination Pursuant to the date of such Change in Control but within one (1) year after such Change in Control, the Corporation shall pay to the Executive an amount equal to that specified in Subparagraph (i) above, reduced by the amount of any salary or bonuses paid to him from the date of the Change in Control to the date of the termination of employment. (2) The Corporation shall provide the Executive up to but not beyond the date on which the Executive attains age 65 or dies, with life, disability and accident and health insurance coverages comparable to employer sponsored plan coverages in effect for the Executive immediately preceding the Executive's termination of employment following Termination Pursuant to a Change in Control. Comparable life, disability and accident and health insurance coverages may be provided to the Executive under: (a1) existing plans or programs in which the Executive participates, or (b2) through conversion of group coverage pursuant to any group policy in effect, or (c3) through other available commercial insurance arrangements, if obtainable, for the Executive; provided, however, that to the extent a specific coverage -------- ------- cannot be continued or obtained under either (a1), (b2) or (c3) above, the Executive shall not be entitled to continuation of that specific coverage. The Executive shall continue to be responsible for the cost of comparable insurance coverages following his termination of employment following Termination Pursuant to a Change in Control to the same extent as other similarly situated active employees of the Corporation or the Bank as of the Executive's termination of employment following Termination Pursuant to a Change in Control or, if there are no similarly situated employees, then to the same extent, on a percentage of total cost basis, that Executive was responsible for the cost of available insurance coverages prior to his termination of employmentthe Termination Pursuant to a Change in Control. With respect to health insurance coverage, the Executive's spouse and/or eligible dependents, if covered under any employer sponsored accident and health insurance plan in effect for Executive as of Executive's Termination Pursuant to a Change in Control, shall also be provided with health insurance coverage for the same period of time as three (3) year term set forth above (regardless of the Executive's death prior to or attainment of age 6565 prior to the end of the three (3) year term), and under the same cost sharing method as described above. (3C) The Corporation shall continue to provide If (i) any payment or benefit received or receivable hereunder by Executive would not be deductible in whole or in part by the Executive with payor as a result of Section 280G of the pre-retirement death benefitInternal Revenue Code of 1986, described in Section II of this Agreement, until as amended (the earlier of: (1"Code") the date the Executive elects to have his supplemental income retirement benefit commence under Section I or and (ii) a reduction in such payment or benefit of no greater than 5% would result in full deductibility of all payments and benefits, then such payment or benefit shall be reduced up to the date maximum amount, not exceeding 5%, necessary to achieve full deductibility. If a 5% reduction is not sufficient to achieve full deductibility, then no reduction shall be made. If at any time it is determined that any reduction imposed pursuant to this paragraph was not sufficient to achieve full deductibility, then the Executive shall attain the age of sixty-five (65) years, said pre-retirement death benefit premised upon the Executive's compensation at the time of termination and assuming that, for purposes of Section II A.(2)(i)(b), the Executive retired on the date of his termination. For purposes of this Paragraph, compensation shall mean the Executive's base salary in effect on the date of the Executive's termination plus any bonuses or annual incentive cash compensation earned by the Executive for the calendar year immediately preceding the date of the Executive's termination; and (4) The Executive shall be entitled to a supplemental retirement income benefit under Section I, if he then meets the requirements specified therein. Provided, however, that the Executive shall not be required to meet the years of service requirement for a benefit under Section I.A.(1). (5) The Executive shall provide consulting and advisory services to the Corporation for a period of one (1) year following the date of termination of his employment with the Corporation immediately receive payment in order that the Corporation may have the benefit of Executive's experience and knowledge of the business affairs and activities of the Corporation and the benefit of the Executive's reputation and contacts in the community. The Executive shall be available for advice and counsel to the officers and directors of the Corporation and said advisory and consulting services shall be performed in Harrisburg, Pennsylvania, and its environs and in such other locations as shall be mutually agreeable to the Executive and to the Corporation. As full compensation for such consulting and advisory services, the Executive shall receive an amount equal to his annual base compensation the reduction. (D) Should the total of all payments made hereunder to Executive upon a Termination Pursuant to a Change in effect on Control, together with any other payments which Executive has a right to receive from the date Corporation, the Bank, any of termination of his employment plus reimbursement for all expenses reasonably incurred by him, with the advance concurrence other subsidiaries of the Corporation, or any successors of any of the foregoing, result in the performance imposition of his consulting servicesan excise tax under Internal Revenue Code Section 4999 (or any successor thereto), which expenses Executive shall be accounted entitled to an additional "excise tax" adjustment payment in an amount such that, after the payment of all federal and state income and excise taxes, Executive will be in the same after-tax position as if no excise tax had been imposed. Any payment or benefit which is required to be included under Internal Revenue Code Sections 280G or 4999 (or any successor provisions thereto) for in accordance with purposes of determining whether an excise tax is payable shall be deemed a payment "made to Executive" or a payment "which Executive has a right to receive" for purposes of this provision. The Corporation (or its successor) shall be responsible for the costs of calculation of the deductibility of payments and benefits and the excise tax by the Corporation's standard procedures relating independent certified accountant and tax counsel and shall notify Executive of the amount of excise tax due prior to reimbursement the time such excise tax is due. If at any time it is determined that the additional "excise tax" adjustment payment previously made to Executive was insufficient to cover the effect of expenses. The Executive's compensation for consulting and advisory services set forth above the excise tax, the gross- up payment pursuant to this provision shall be paid by increased to make Executive whole, including an amount to cover the Corporation to payment of any penalties resulting from any incorrect or late payment of the Executive in approximately equal monthly installments over excise tax resulting from the one (1) year termprior calculation.

Compensation Upon Termination Pursuant to a Change in Control. If Executive’s employment is terminated and such termination is a Termination Pursuant to a Change in Control should occur during the Executive's employment with the CorporationControl, the Executive Corporation (or any acquiror or successor thereto) shall have the option, to be exercised within one (1) year from the date of the Change in Control (as defined in Section IV.A(1) hereof) to terminate his employment with the Corporation with or without cause. In the event of the termination of the Executive's employment with the Corporation within one (1) year after the date of such Change in Control either by the Executive or the Corporation, provide the following provisions shall applyto Executive: (i) If A lump sum payment in an amount equal to three (3) times Executive’s compensation as defined in Section 1.2(A)(ii). The lump sum payment shall be discounted to a present value as of the Executive terminates his employment within ninety (90) days date of payment, applying the interest rate as set forth by the U.S. Treasury for 6 month Treasury Bonds on the date of payment. Such payment shall be made as soon as administratively possible after such the Termination Pursuant to a Change in Control. (ii) For purposes of this Section 1.2, or if compensation shall mean the Corporation terminates his employment within one Executive’s base salary in effect immediately prior to the Change in Control plus the average of any bonuses earned by the Executive with respect to the three (13) year from fiscal years immediately preceding the date of the Change in Control, the Corporation shall pay the Executive, within thirty (30) days after his termination pursuant to a Change in Control, an amount of compensation equal to 2.99 multiplied by the average annual compensation which was paid by the Corporation to the Executive and includable in the gross income of the Executive during the five (5) taxable years of the Executive ending prior to the termination; and (ii) If the Executive terminates his employment more than ninety (90) days after the date of such Change in Control but within one (1) year after such Change in Control, the Corporation shall pay to the Executive an amount equal to that specified in Subparagraph (i) above, reduced by the amount of any salary or bonuses paid to him from the date of the Change in Control to the date of the termination of employment. (2B) The Corporation Executive shall provide the Executive up to the date on which the Executive attains age 65 or dies, be provided with life, disability and accident and health insurance coverages comparable to employer sponsored plan coverages in effect for the Executive immediately preceding the Executive's termination of employment following Termination Pursuant to a Change in Control. The insurance coverage shall be provided for a period of three (3) years, commencing as of the Termination Pursuant to the Change in Control, but not beyond the date of Executive’s death. Comparable life, disability and accident and health insurance coverages may be provided to the Executive under: (a1) existing plans or programs in which the Executive participates, or (b2) through conversion of group coverage pursuant to any group policy in effect, or (c3) through other available commercial insurance arrangements, if obtainable, for the Executive; provided, however, that to the extent a specific coverage -------- ------- cannot be continued or obtained under either (a1), (b2) or (c3) above, the Executive shall not be entitled to continuation of that specific coverage. The Executive shall continue to be responsible for the cost of comparable insurance coverages following his termination of employment following Termination Pursuant to a Change in Control to the same extent as other similarly situated active employees of the Corporation or the Bank as of the Executive's termination of employment following a Change in Control or, if there are no similarly situated employees, then to the same extent, on a percentage of total cost basis, that Executive was responsible for the cost of available insurance coverages prior to his termination of employmentthe Termination Pursuant to a Change in Control. With respect to health insurance coverage, the Executive's ’s spouse and/or eligible dependents, if covered under any employer sponsored accident and health insurance plan in effect for Executive as of Executive’s Termination Pursuant to a Change in Control, shall also be provided with health insurance coverage for the same period of time as three (3) year term set forth above (regardless of the Executive's ’s death prior to attainment the end of age 65the three (3) year term), and under the same cost sharing method as described above. (3) The Corporation shall continue to provide the Executive with the pre-retirement death benefit, described in Section II of this Agreement, until the earlier of: (1) the date the Executive elects to have his supplemental income retirement benefit commence under Section I or (ii) the date the Executive shall attain the age of sixty-five (65) years, said pre-retirement death benefit premised upon the Executive's compensation at the time of termination and assuming that, for purposes of Section II A.(2)(i)(b), the Executive retired on the date of his termination. For purposes of this Paragraph, compensation shall mean the Executive's base salary in effect on the date of the Executive's termination plus any bonuses or annual incentive cash compensation earned by the Executive for the calendar year immediately preceding the date of the Executive's termination; and (4) The Executive shall be entitled to a supplemental retirement income benefit under Section I, if he then meets the requirements specified therein. Provided, however, that the Executive shall not be required to meet the years of service requirement for a benefit under Section I.A.(1). (5) The Executive shall provide consulting and advisory services to the Corporation for a period of one (1) year following the date of termination of his employment with the Corporation in order that the Corporation may have the benefit of Executive's experience and knowledge of the business affairs and activities of the Corporation and the benefit of the Executive's reputation and contacts in the community. The Executive shall be available for advice and counsel to the officers and directors of the Corporation and said advisory and consulting services shall be performed in Harrisburg, Pennsylvania, and its environs and in such other locations as shall be mutually agreeable to the Executive and to the Corporation. As full compensation for such consulting and advisory services, the Executive shall receive an amount equal to his annual base compensation in effect on the date of termination of his employment plus reimbursement for all expenses reasonably incurred by him, with the advance concurrence of the Corporation, in the performance of his consulting services, which expenses shall be accounted for in accordance with the Corporation's standard procedures relating to reimbursement of expenses. The Executive's compensation for consulting and advisory services set forth above shall be paid by the Corporation to the Executive in approximately equal monthly installments over the one (1) year term.

Compensation Upon Termination Pursuant to a Change in Control. If a Change in Control should occur during the ------------------------------------------------------------- Executive's employment with the Corporation, the Executive shall have the option, is terminated and such termination is a Termination Pursuant to be exercised within one (1) year from the date of the a Change in Control (as defined in Section IV.A(1) hereof) to terminate his employment with 1.1), the Corporation with (or without cause. In the event of the termination of the Executive's employment with the Corporation within one (1any acquiror or successor thereto) year after the date of such Change in Control either by the Executive or the Corporation, shall provide the following provisions shall applyto Executive: (iA) If Executive's compensation shall be continued for a period of three (3) years, commencing as of the Executive terminates his employment within ninety (90) days after such Change in Control, or if the Corporation terminates his employment within one (1) year from the date of Termination Pursuant to the Change in Control, but not beyond the Corporation date on which Executive attains age 65 or dies. For purposes of this Section 1.2, compensation shall pay mean the greater of Executive's base salary in effect immediately prior to the Termination Pursuant to a Change in Control and the base salary in effect prior to the Change in Control, within thirty (30) days after his termination pursuant plus any cash bonuses or annual incentive cash compensation earned by Executive with respect to the calendar year immediately preceding the date of the Termination Pursuant to a Change in Control, an amount of compensation equal to 2.99 multiplied by the average annual compensation which was paid by the Corporation to the Executive and includable in the gross income of the Executive during the five (5) taxable years of the Executive ending prior to the termination; and (iiB) If Executive shall be provided, for a period of three (3) years, commencing as of the Executive terminates his employment more than ninety (90) days after Termination Pursuant to the date of such Change in Control but within one (1) year after such Change in Control, the Corporation shall pay to the Executive an amount equal to that specified in Subparagraph (i) above, reduced by the amount of any salary or bonuses paid to him from the date of the Change in Control to the date of the termination of employment. (2) The Corporation shall provide the Executive up to but not beyond the date on which the Executive attains age 65 or dies, with life, disability and accident and health insurance coverages comparable to employer sponsored plan coverages in effect for the Executive immediately preceding the Executive's termination of employment following Termination Pursuant to a Change in Control. Comparable life, disability and accident and health insurance coverages may be provided to the Executive under: (a1) existing plans or programs in which the Executive participates, or (b2) through conversion of group coverage pursuant to any group policy in effect, or (c3) through other available commercial insurance arrangements, if obtainable, for the Executive; provided, however, that to -------- ------- the extent a specific coverage -------- ------- cannot be continued or obtained under either (a1), (b2) or (c3) above, the Executive shall not be entitled to continuation of that specific coverage. The Executive shall continue to be responsible for the cost of comparable insurance coverages following his termination of employment following Termination Pursuant to a Change in Control to the same extent as other similarly situated active employees of the Corporation or the Bank as of the Executive's termination of employment following Termination Pursuant to a Change in Control or, if there are no similarly situated employees, then to the same extent, on a percentage of total cost basis, that Executive was responsible for the cost of available insurance coverages prior to his termination of employmentthe Termination Pursuant to a Change in Control. With respect to health insurance coverage, the Executive's spouse and/or eligible dependents, if covered under any employer sponsored accident and health insurance plan in effect for Executive as of Executive's Termination Pursuant to a Change in Control, shall also be provided with health insurance coverage for the same period of time as three (3) year term set forth above (regardless of the Executive's death prior to or attainment of age 6565 prior to the end of the three (3) year term), and under the same cost sharing method as described above. (3C) The Corporation shall continue to provide If (i) any payment or benefit received or receivable hereunder by Executive would not be deductible in whole or in part by the Executive with payor as a result of Section 280G of the pre-retirement death benefitInternal Revenue Code of 1986, described in Section II of this Agreement, until as amended (the earlier of: (1"Code") the date the Executive elects to have his supplemental income retirement benefit commence under Section I or and (ii) a reduction in such payment or benefit of no greater than 5% would result in full deductibility of all payments and benefits, then such payment or benefit shall be reduced up to the date maximum amount, not exceeding 5%, necessary to achieve full deductibility. If a 5% reduction is not sufficient to achieve full deductibility, then no reduction shall be made. If at any time it is determined that any reduction imposed pursuant to this paragraph was not sufficient to achieve full deductibility, then the Executive shall attain the age of sixty-five (65) years, said pre-retirement death benefit premised upon the Executive's compensation at the time of termination and assuming that, for purposes of Section II A.(2)(i)(b), the Executive retired on the date of his termination. For purposes of this Paragraph, compensation shall mean the Executive's base salary in effect on the date of the Executive's termination plus any bonuses or annual incentive cash compensation earned by the Executive for the calendar year immediately preceding the date of the Executive's termination; and (4) The Executive shall be entitled to a supplemental retirement income benefit under Section I, if he then meets the requirements specified therein. Provided, however, that the Executive shall not be required to meet the years of service requirement for a benefit under Section I.A.(1). (5) The Executive shall provide consulting and advisory services to the Corporation for a period of one (1) year following the date of termination of his employment with the Corporation immediately receive payment in order that the Corporation may have the benefit of Executive's experience and knowledge of the business affairs and activities of the Corporation and the benefit of the Executive's reputation and contacts in the community. The Executive shall be available for advice and counsel to the officers and directors of the Corporation and said advisory and consulting services shall be performed in Harrisburg, Pennsylvania, and its environs and in such other locations as shall be mutually agreeable to the Executive and to the Corporation. As full compensation for such consulting and advisory services, the Executive shall receive an amount equal to his annual base compensation the reduction. (D) Should the total of all payments made hereunder to Executive upon a Termination Pursuant to a Change in effect on Control, together with any other payments which Executive has a right to receive from the date Corporation, the Bank, any of termination of his employment plus reimbursement for all expenses reasonably incurred by him, with the advance concurrence other subsidiaries of the Corporation, or any successors of any of the foregoing, result in the performance imposition of his consulting servicesan excise tax under Internal Revenue Code Section 4999 (or any successor thereto), which expenses Executive shall be accounted entitled to an additional "excise tax" adjustment payment in an amount such that, after the payment of all federal and state income and excise taxes, Executive will be in the same after-tax position as if no excise tax had been imposed. Any payment or benefit which is required to be included under Internal Revenue Code Sections 280G or 4999 (or any successor provisions thereto) for in accordance with purposes of determining whether an excise tax is payable shall be deemed a payment "made to Executive" or a payment "which Executive has a right to receive" for purposes of this provision. The Corporation (or its successor) shall be responsible for the costs of calculation of the deductibility of payments and benefits and the excise tax by the Corporation's standard procedures relating independent certified accountant and tax counsel and shall notify Executive of the amount of excise tax due prior to reimbursement the time such excise tax is due. If at any time it is determined that the additional "excise tax" adjustment payment previously made to Executive was insufficient to cover the effect of expenses. The Executive's compensation for consulting and advisory services set forth above the excise tax, the gross- up payment pursuant to this provision shall be paid by increased to make Executive whole, including an amount to cover the Corporation to payment of any penalties resulting from any incorrect or late payment of the Executive in approximately equal monthly installments over excise tax resulting from the one (1) year termprior calculation.

Compensation Upon Termination Pursuant to a Change in Control. If Executive’s employment is terminated and such termination is a Change in Control should occur during the Executive's employment with the Corporation, the Executive shall have the option, Termination Pursuant to be exercised within one (1) year from the date of the a Change in Control (as defined in Section IV.A(1) hereof) to terminate his employment with 1.1), the Corporation (or any acquiror or successor thereto) shall provide (or cause to be provided) the following to Executive: (A) The Bank shall pay Executive within twenty (20) days following the termination of Executive’s employment, a lump sum payment in an amount equal to and no greater than ( ) times the sum of the Executive’s (i) annualized base salary, and (ii) cash bonus and other annual incentive cash compensation, in each case with or without cause. In respect to the event calendar year immediately preceding the calendar year in which the Termination Pursuant to a Change in Control occurs. (B) Executive shall be provided, for a period of ( ) year(s), commencing as of the termination of Executive’s employment, with life, disability, medical/health insurance and other health and welfare benefits in effect with respect to Executive immediately prior to the Executive's employment with the Corporation within one (1) year after the date of such Change in Control either by the Executive or the Corporation, the following provisions shall apply: (i) If the Executive terminates his employment within ninety (90) days after such Change in Control, or if the Corporation terminates his employment within one (1) year from the date of the Change in Control, the Corporation shall pay the Executive, within thirty (30) days after his termination pursuant Termination Pursuant to a Change in Control, or, if the Bank is not permitted by insurance carriers to provide such benefits because Executive is no longer an amount of compensation equal to 2.99 multiplied by the average annual compensation which was paid by the Corporation to the Executive and includable in the gross income of the Executive during the five (5) taxable years of the Executive ending prior to the termination; and (ii) If the Executive terminates his employment more than ninety (90) days after the date of such Change in Control but within one (1) year after such Change in Controlemployee, the Corporation shall pay to the Executive an a dollar amount equal to the cost to Executive to obtain such benefits; provided that specified in Subparagraph (i) above, reduced by the amount of any salary or bonuses paid to him from the date of the Change in Control to the date of the termination of employment. (2) The Corporation shall provide the Executive up to the date on which the Executive attains age 65 or dies, with life, disability and accident and health insurance coverages comparable to employer sponsored plan coverages in effect for the Executive immediately preceding the Executive's termination of employment following a Change in Control. Comparable life, disability and accident and health insurance coverages may be provided to the Executive under: (a) existing plans or programs in which the Executive participates, or (b) through conversion of group coverage pursuant to any group policy in effect, or (c) through other available commercial insurance arrangements, if obtainable, for the Executive; provided, however, that to the extent a specific coverage -------- ------- cannot be continued or obtained under either (a), (b) or (c) above, the Executive shall not be entitled to continuation of that specific coverage. The Executive shall continue to be responsible for the cost of comparable such insurance coverages following his termination of employment following Termination Pursuant to a Change in Control to the same extent as other similarly situated active employees of the Corporation or the Bank as of the Executive's termination of employment following Termination Pursuant to a Change in Control or, if there are no similarly situated employees, then to the same extent, on a percentage of total cost basis, that Executive was responsible for the cost of available insurance coverages prior to his termination of employmentthe Termination Pursuant to a Change in Control. With respect to health insurance coverage, the Executive's ’s spouse and/or eligible dependents, if covered under any employer sponsored accident and health insurance plan in effect for Executive as of Executive’s Termination Pursuant to a Change in Control, shall also be provided with health insurance coverage for the same period of time as ( ) year(s) term set forth above (regardless of the Executive's death prior to attainment of age 65) and under the same cost sharing method as described above. (3C) The Corporation shall continue If the total of all payments and benefits to provide be made and provided under the Executive with the pre-retirement death benefit, described in Section II terms of this Agreement, until the earlier of: (1) the date together with any other payments and benefits which the Executive elects has the right to have his supplemental income retirement benefit commence receive from the Corporation and the Bank upon a Termination Pursuant to a Change in Control, would result in the imposition of an excise tax under Section I 4999 (or any successor provision thereto) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (ii) the date the Executive shall attain the age of sixty-five (65) years, said pre-retirement death benefit premised upon the Executive's compensation at the time of termination and assuming that, for purposes of Section II A.(2)(i)(b“Code”), the Executive retired on the date of his termination. For purposes of this Paragraph, compensation shall mean the Executive's base salary in effect on the date of the Executive's termination plus any bonuses or annual incentive cash compensation earned by the Executive for the calendar year immediately preceding the date of the Executive's termination; and (4) The Executive shall be entitled to an additional “excise tax” adjustment payment in an amount such that, after the payment of all federal and state income and excise taxes, Executive will be in the same after-tax position as if no excise tax had been imposed. Any payment or benefit which is required to be included under Sections 280G or 4999 (or any successor provisions thereto) of the Code for purposes of determining whether a supplemental retirement income deduction is to be disallowed or an excise tax is payable shall be deemed a payment or benefit under Section I“made or provided to Executive” or a payment or benefit “which Executive has a right to receive” for purposes of this provision. The Corporation (or its successor) shall be responsible for the costs of calculation of the deductibility of payments and benefits and the amount of the excise tax due, if he then meets any, by the requirements specified thereinCorporation’s independent certified accountant and tax counsel and shall notify Executive of the amount of excise tax due, if any, prior to the time such excise tax is due. ProvidedIf at any time it is determined that the additional “excise tax” adjustment payment previously made to Executive was insufficient to cover the effect of the excise tax, the gross-up payment pursuant to this provision shall be increased to make Executive whole, including an amount to cover the payment of any penalties resulting from any incorrect or late payment of the excise tax resulting from the prior calculation. All amounts required to be paid pursuant to this paragraph (C) shall be paid at the time any withholding may be required (or, if earlier, the time Executive shall be required to pay such amounts) under applicable law, and any additional amounts to which Executive may be entitled shall be paid or reimbursed no later than fifteen (15) days following confirmation of such amount by the Corporation’s independent certified accountant provided, however, that any payments to be made under this paragraph (C) shall in all events be made no later than the end of Executive’s taxable year next following the taxable year in which the Executive shall not be required to meet the years of service requirement for a benefit under Section I.A.(1). (5) remits such excise tax payments. The Executive shall provide consulting and advisory services to the Corporation for a period of one (1) year following the date of termination of his employment with the Corporation in order parties recognize that the Corporation may have the benefit of Executive's experience and knowledge actual implementation of the business affairs provisions of this paragraph (C) are complex and activities of the Corporation and the benefit of the Executive's reputation and contacts agree to deal with each other in the community. The Executive shall be available for advice and counsel good faith to the officers and directors of the Corporation and said advisory and consulting services shall be performed in Harrisburg, Pennsylvania, and its environs and in such other locations as shall be mutually agreeable to the Executive and to the Corporation. As full compensation for such consulting and advisory services, the Executive shall receive an amount equal to his annual base compensation in effect on the date of termination of his employment plus reimbursement for all expenses reasonably incurred by him, with the advance concurrence of the Corporation, in the performance of his consulting services, which expenses shall be accounted for in accordance with the Corporation's standard procedures relating to reimbursement of expenses. The Executive's compensation for consulting and advisory services set forth above shall be paid by the Corporation to the Executive in approximately equal monthly installments over the one (1) year termresolve any questions or disagreements arising hereunder.

Compensation Upon Termination Pursuant to a Change in Control. If Executive’s employment is terminated and such termination is a Termination Pursuant to a Change in Control should occur during the Executive's employment with the CorporationControl, the Executive Corporation or SUB (or any acquiror or successor thereto) shall have the option, to be exercised within one (1) year from the date of the Change in Control (as defined in Section IV.A(1) hereof) to terminate his employment with the Corporation with or without cause. In the event of the termination of the Executive's employment with the Corporation within one (1) year after the date of such Change in Control either by the Executive or the Corporation, provide the following provisions shall applyto Executive: (i) If A lump sum payment in an amount equal to three (3) times Executive’s compensation as defined in Section 1.2(A)(ii). The lump sum payment shall be discounted to a present value as of the Executive terminates his employment within ninety (90) days date of payment, applying the interest rate as set forth by the U.S. Treasury for 6 month Treasury Bonds on the date of payment. Such payment shall be made as soon as administratively possible after such the Termination Pursuant to a Change in Control. (ii) For purposes of this Section 1.2, or if compensation shall mean the Corporation terminates his employment within one Executive’s base salary in effect immediately prior to the Change in Control plus the average of any bonuses earned by the Executive with respect to the three (13) year from fiscal years immediately preceding the date of the Change in Control, the Corporation shall pay the Executive, within thirty (30) days after his termination pursuant to a Change in Control, an amount of compensation equal to 2.99 multiplied by the average annual compensation which was paid by the Corporation to the Executive and includable in the gross income of the Executive during the five (5) taxable years of the Executive ending prior to the termination; and (ii) If the Executive terminates his employment more than ninety (90) days after the date of such Change in Control but within one (1) year after such Change in Control, the Corporation shall pay to the Executive an amount equal to that specified in Subparagraph (i) above, reduced by the amount of any salary or bonuses paid to him from the date of the Change in Control to the date of the termination of employment. (2B) The Corporation Executive shall provide the Executive up to the date on which the Executive attains age 65 or dies, be provided with life, disability and accident and health insurance coverages comparable to employer sponsored plan coverages in effect for the Executive immediately preceding the Executive's termination of employment following Termination Pursuant to a Change in Control. The insurance coverage shall be provided for a period of three (3) years, commencing as of the Termination Pursuant to the Change in Control, but not beyond the date of Executive’s death. Comparable life, disability and accident and health insurance coverages may be provided to the Executive under: (a1) existing plans or programs in which the Executive participates, or (b2) through conversion of group coverage pursuant to any group policy in effect, or (c3) through other available commercial insurance arrangements, if obtainable, for the Executive; provided, however, that to the extent a specific coverage -------- ------- cannot be continued or obtained under either (a1), (b2) or (c3) above, the Executive shall not be entitled to continuation of that specific coverage. The Executive shall continue to be responsible for the cost of comparable insurance coverages following his termination of employment following Termination Pursuant to a Change in Control to the same extent as other similarly situated active employees of the Corporation or the Bank as of the Executive's termination of employment following a Change in Control or, if there are no similarly situated employees, then to the same extent, on a percentage of total cost basis, that Executive was responsible for the cost of available insurance coverages prior to his termination of employmentthe Termination Pursuant to a Change in Control. With respect to health insurance coverage, the Executive's ’s spouse and/or eligible dependents, if covered under any employer sponsored accident and health insurance plan in effect for Executive as of Executive’s Termination Pursuant to a Change in Control, shall also be provided with health insurance coverage for the same period of time as three (3) year term set forth above (regardless of the Executive's ’s death prior to attainment the end of age 65the three (3) year term), and under the same cost sharing method as described above. (3) The Corporation shall continue to provide the Executive with the pre-retirement death benefit, described in Section II of this Agreement, until the earlier of: (1) the date the Executive elects to have his supplemental income retirement benefit commence under Section I or (ii) the date the Executive shall attain the age of sixty-five (65) years, said pre-retirement death benefit premised upon the Executive's compensation at the time of termination and assuming that, for purposes of Section II A.(2)(i)(b), the Executive retired on the date of his termination. For purposes of this Paragraph, compensation shall mean the Executive's base salary in effect on the date of the Executive's termination plus any bonuses or annual incentive cash compensation earned by the Executive for the calendar year immediately preceding the date of the Executive's termination; and (4) The Executive shall be entitled to a supplemental retirement income benefit under Section I, if he then meets the requirements specified therein. Provided, however, that the Executive shall not be required to meet the years of service requirement for a benefit under Section I.A.(1). (5) The Executive shall provide consulting and advisory services to the Corporation for a period of one (1) year following the date of termination of his employment with the Corporation in order that the Corporation may have the benefit of Executive's experience and knowledge of the business affairs and activities of the Corporation and the benefit of the Executive's reputation and contacts in the community. The Executive shall be available for advice and counsel to the officers and directors of the Corporation and said advisory and consulting services shall be performed in Harrisburg, Pennsylvania, and its environs and in such other locations as shall be mutually agreeable to the Executive and to the Corporation. As full compensation for such consulting and advisory services, the Executive shall receive an amount equal to his annual base compensation in effect on the date of termination of his employment plus reimbursement for all expenses reasonably incurred by him, with the advance concurrence of the Corporation, in the performance of his consulting services, which expenses shall be accounted for in accordance with the Corporation's standard procedures relating to reimbursement of expenses. The Executive's compensation for consulting and advisory services set forth above shall be paid by the Corporation to the Executive in approximately equal monthly installments over the one (1) year term.

Compensation Upon Termination Pursuant to a Change in Control. If Executive’s employment is terminated and such termination is a Change in Control should occur during the Executive's employment with the Corporation, the Executive shall have the option, Termination Pursuant to be exercised within one (1) year from the date of the a Change in Control (as defined in Section IV.A(1) hereof) to terminate his employment with 1.1), the Corporation (or any acquirer or successor thereto) shall provide (or cause to be provided) the following to Executive: (A) The Bank shall pay Executive within twenty (20) days following the termination of Executive’s employment, a lump sum payment in an amount equal to and no greater than two and 99/100 (2.99) times the sum of the Executive’s (i) annualized base salary, and (ii) cash bonus and other annual incentive cash compensation, in each case with or without cause. In respect to the event calendar year immediately preceding the calendar year in which the Termination Pursuant to a Change in Control occurs. (B) Executive shall be provided, for a period of three (3) years, commencing as of the termination of Executive’s employment, with life, disability, medical/health insurance and other health and welfare benefits in effect with respect to Executive immediately prior to the Executive's employment with the Corporation within one (1) year after the date of such Change in Control either by the Executive or the Corporation, the following provisions shall apply: (i) If the Executive terminates his employment within ninety (90) days after such Change in Control, or if the Corporation terminates his employment within one (1) year from the date of the Change in Control, the Corporation shall pay the Executive, within thirty (30) days after his termination pursuant Termination Pursuant to a Change in Control, or, if the Bank is not permitted by insurance carriers to provide such benefits because Executive is no longer an amount of compensation equal to 2.99 multiplied by the average annual compensation which was paid by the Corporation to the Executive and includable in the gross income of the Executive during the five (5) taxable years of the Executive ending prior to the termination; and (ii) If the Executive terminates his employment more than ninety (90) days after the date of such Change in Control but within one (1) year after such Change in Controlemployee, the Corporation shall pay to the Executive an a dollar amount equal to the cost to Executive to obtain such benefits; provided that specified in Subparagraph (i) above, reduced by the amount of any salary or bonuses paid to him from the date of the Change in Control to the date of the termination of employment. (2) The Corporation shall provide the Executive up to the date on which the Executive attains age 65 or dies, with life, disability and accident and health insurance coverages comparable to employer sponsored plan coverages in effect for the Executive immediately preceding the Executive's termination of employment following a Change in Control. Comparable life, disability and accident and health insurance coverages may be provided to the Executive under: (a) existing plans or programs in which the Executive participates, or (b) through conversion of group coverage pursuant to any group policy in effect, or (c) through other available commercial insurance arrangements, if obtainable, for the Executive; provided, however, that to the extent a specific coverage -------- ------- cannot be continued or obtained under either (a), (b) or (c) above, the Executive shall not be entitled to continuation of that specific coverage. The Executive shall continue to be responsible for the cost of comparable such insurance coverages following his termination of employment following Termination Pursuant to a Change in Control to the same extent as other similarly situated active employees of the Corporation or the Bank as of the Executive's termination of employment following Termination Pursuant to a Change in Control or, if there are no similarly situated employees, then to the same extent, on a percentage of total cost basis, that Executive was responsible for the cost of available insurance coverages prior to his termination of employmentthe Termination Pursuant to a Change in Control. With respect to health insurance coverage, the Executive's ’s spouse and/or eligible dependents, if covered under any employer sponsored accident and health insurance plan in effect for Executive as of Executive’s Termination Pursuant to a Change in Control, shall also be provided with health insurance coverage for the same period of time as three (3) year term set forth above (regardless of the Executive's death prior to attainment of age 65) and under the same cost sharing method as described above. (3C) The Corporation shall continue If the total of all payments and benefits to provide be made and provided under the Executive with the pre-retirement death benefit, described in Section II terms of this Agreement, until the earlier of: (1) the date together with any other payments and benefits which the Executive elects has the right to have his supplemental income retirement benefit commence receive from the Corporation and the Bank upon a Termination Pursuant to a Change in Control, would result in the imposition of an excise tax under Section I 4999 (or any successor provision thereto) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (ii) the date the Executive shall attain the age of sixty-five (65) years, said pre-retirement death benefit premised upon the Executive's compensation at the time of termination and assuming that, for purposes of Section II A.(2)(i)(b“Code”), the Executive retired on the date of his termination. For purposes of this Paragraph, compensation shall mean the Executive's base salary in effect on the date of the Executive's termination plus any bonuses or annual incentive cash compensation earned by the Executive for the calendar year immediately preceding the date of the Executive's termination; and (4) The Executive shall be entitled to an additional “excise tax” adjustment payment in an amount such that, after the payment of all federal and state income and excise taxes, Executive will be in the same after-tax position as if no excise tax had been imposed. Any payment or benefit which is required to be included under Sections 280G or 4999 (or any successor provisions thereto) of the Code for purposes of determining whether a supplemental retirement income deduction is to be disallowed or an excise tax is payable shall be deemed a payment or benefit under Section I“made or provided to Executive” or a payment or benefit “which Executive has a right to receive” for purposes of this provision. The Corporation (or its successor) shall be responsible for the costs of calculation of the deductibility of payments and benefits and the amount of the excise tax due, if he then meets any, by the requirements specified thereinCorporation’s independent certified accountant and tax counsel and shall notify Executive of the amount of excise tax due, if any, prior to the time such excise tax is due. ProvidedIf at any time it is determined that the additional “excise tax” adjustment payment previously made to Executive was insufficient to cover the effect of the excise tax, the gross-up payment pursuant to this provision shall be increased to make Executive whole, including an amount to cover the payment of any penalties resulting from any incorrect or late payment of the excise tax resulting from the prior calculation. All amounts required to be paid pursuant to this paragraph (C) shall be paid at the time any withholding may be required (or, if earlier, the time Executive shall be required to pay such amounts) under applicable law, and any additional amounts to which Executive may be entitled shall be paid or reimbursed no later than fifteen (15) days following confirmation of such amount by the Corporation’s independent certified accountant provided, however, that any payments to be made under this paragraph (C) shall in all events be made no later than the end of Executive’s taxable year next following the taxable year in which the Executive shall not be required to meet the years of service requirement for a benefit under Section I.A.(1). (5) remits such excise tax payments. The Executive shall provide consulting and advisory services to the Corporation for a period of one (1) year following the date of termination of his employment with the Corporation in order parties recognize that the Corporation may have the benefit of Executive's experience and knowledge actual implementation of the business affairs provisions of this paragraph (C) are complex and activities of the Corporation and the benefit of the Executive's reputation and contacts agree to deal with each other in the community. The Executive shall be available for advice and counsel good faith to the officers and directors of the Corporation and said advisory and consulting services shall be performed in Harrisburg, Pennsylvania, and its environs and in such other locations as shall be mutually agreeable to the Executive and to the Corporation. As full compensation for such consulting and advisory services, the Executive shall receive an amount equal to his annual base compensation in effect on the date of termination of his employment plus reimbursement for all expenses reasonably incurred by him, with the advance concurrence of the Corporation, in the performance of his consulting services, which expenses shall be accounted for in accordance with the Corporation's standard procedures relating to reimbursement of expenses. The Executive's compensation for consulting and advisory services set forth above shall be paid by the Corporation to the Executive in approximately equal monthly installments over the one (1) year termresolve any questions or disagreements arising hereunder.

Compensation Upon Termination Pursuant to a Change in Control. If Executive’s employment is terminated and such termination is a Termination Pursuant to a Change in Control should occur during the Executive's employment with the CorporationControl, the Executive Corporation or SUB (or any acquiror or successor thereto) shall have the option, to be exercised within one (1) year from the date of the Change in Control (as defined in Section IV.A(1) hereof) to terminate his employment with the Corporation with or without cause. In the event of the termination of the Executive's employment with the Corporation within one (1) year after the date of such Change in Control either by the Executive or the Corporation, provide the following provisions shall applyto Executive: (i) If A lump sum payment in an amount equal to three (3) times Executive’s compensation as defined in Section 1.2(A)(ii). The lump sum payment shall be discounted to a present value as of the Executive terminates his employment within ninety (90) days date of payment, applying the interest rate as set forth by the U.S. Treasury for 6 month Treasury Bonds on the date of payment. Such payment shall be made as soon as administratively possible after such the Termination Pursuant to a Change in Control. (ii) For purposes of this Section 1.2, or if compensation shall mean the Corporation terminates his employment within one Executive’s base salary in effect immediately prior to the Change in Control plus the average of any bonuses earned by the Executive with respect to the three (13) year from fiscal years immediately preceding the date of the Change in Control, the Corporation shall pay the Executive, within thirty (30) days after his termination pursuant to a Change in Control, an amount of compensation equal to 2.99 multiplied by the average annual compensation which was paid by the Corporation to the Executive and includable in the gross income of the Executive during the five (5) taxable years of the Executive ending prior to the termination; and (ii) If the Executive terminates his employment more than ninety (90) days after the date of such Change in Control but within one (1) year after such Change in Control, the Corporation shall pay to the Executive an amount equal to that specified in Subparagraph (i) above, reduced by the amount of any salary or bonuses paid to him from the date of the Change in Control to the date of the termination of employment. (2B) The Corporation Executive shall provide the Executive up to the date on which the Executive attains age 65 or dies, be provided with life, disability and accident and health insurance coverages comparable to employer sponsored plan coverages in effect for the Executive immediately preceding the Executive's termination of employment following Termination Pursuant to a Change in Control. The insurance coverage shall be provided for a period of three (3) years, commencing as of the Termination Pursuant to the Change in Control, but not beyond the date of Executive’s death. Comparable life, disability and accident and health insurance coverages may be provided to the Executive under: ; (a1) existing plans or programs in which the Executive participates, or (b2) through conversion of group coverage pursuant to any group policy in effect, or (c3) through other available commercial insurance arrangements, if obtainable, for the Executive; provided, however, that to the extent a specific coverage -------- ------- cannot be continued or obtained under either (a1), (b2) or (c3) above, the Executive shall not be entitled to continuation of that specific coverage. The Executive shall continue to be responsible for the cost of comparable insurance coverages following his termination of employment following Termination Pursuant to a Change in Control to the same extent as other similarly situated active employees of the Corporation or the Bank as of the Executive's termination of employment following a Change in Control or, if there are no similarly situated employees, then to the same extent, on a percentage of total cost basis, that Executive was responsible for the cost of available insurance coverages prior to his termination of employmentthe Termination Pursuant to a Change in Control. With respect to health insurance coverage, the Executive's ’s spouse and/or eligible dependents, if covered under any employer sponsored accident and health insurance plan in effect for Executive as of Executive’s Termination Pursuant to a Change in Control, shall also be provided with health insurance coverage for the same period of time as three (3) year term set forth above (regardless of the Executive's ’s death prior to attainment the end of age 65the three (3) year term), and under the same cost sharing method as described above. (3) The Corporation shall continue to provide the Executive with the pre-retirement death benefit, described in Section II of this Agreement, until the earlier of: (1) the date the Executive elects to have his supplemental income retirement benefit commence under Section I or (ii) the date the Executive shall attain the age of sixty-five (65) years, said pre-retirement death benefit premised upon the Executive's compensation at the time of termination and assuming that, for purposes of Section II A.(2)(i)(b), the Executive retired on the date of his termination. For purposes of this Paragraph, compensation shall mean the Executive's base salary in effect on the date of the Executive's termination plus any bonuses or annual incentive cash compensation earned by the Executive for the calendar year immediately preceding the date of the Executive's termination; and (4) The Executive shall be entitled to a supplemental retirement income benefit under Section I, if he then meets the requirements specified therein. Provided, however, that the Executive shall not be required to meet the years of service requirement for a benefit under Section I.A.(1). (5) The Executive shall provide consulting and advisory services to the Corporation for a period of one (1) year following the date of termination of his employment with the Corporation in order that the Corporation may have the benefit of Executive's experience and knowledge of the business affairs and activities of the Corporation and the benefit of the Executive's reputation and contacts in the community. The Executive shall be available for advice and counsel to the officers and directors of the Corporation and said advisory and consulting services shall be performed in Harrisburg, Pennsylvania, and its environs and in such other locations as shall be mutually agreeable to the Executive and to the Corporation. As full compensation for such consulting and advisory services, the Executive shall receive an amount equal to his annual base compensation in effect on the date of termination of his employment plus reimbursement for all expenses reasonably incurred by him, with the advance concurrence of the Corporation, in the performance of his consulting services, which expenses shall be accounted for in accordance with the Corporation's standard procedures relating to reimbursement of expenses. The Executive's compensation for consulting and advisory services set forth above shall be paid by the Corporation to the Executive in approximately equal monthly installments over the one (1) year term.

Compensation Upon Termination Pursuant to a Change in Control. If a Change in Control should occur during the Executive's employment with the Corporation, the Executive shall have the option, is terminated and such termination is a Termination Pursuant to be exercised within one (1) year from the date of the Change in Control (as defined in Section IV.A(1) hereof) to terminate his employment with the Corporation with or without cause. In the event of the termination of the Executive's employment with the Corporation within one (1) year after the date of such Change in Control either by the Executive or the Corporation, the following provisions shall apply: (i) If the Executive terminates his employment within ninety (90) days after such Change in Control, or if the Corporation terminates his employment within one (1) year from the date of the a Change in Control, the Corporation or the Bank (or any acquiror or successor thereto) shall pay provide the following to Executive: (A) Executive's compensation shall be continued for a period of two (2) years, within thirty commencing as of the Termination Pursuant to the Change in Control, but not beyond the date on which Executive attains age 65 or dies. For purposes of this Section 1.2, compensation shall mean the greater of (30a) days after his termination pursuant Executive's base salary in effect immediately prior to the Termination Pursuant to a Change in Control, an amount of plus any cash bonuses or annual incentive cash compensation equal to 2.99 multiplied earned by the average annual compensation which was paid by the Corporation Executive with respect to the Executive and includable in calendar year immediately preceding the gross income date of the Executive during the five Termination Pursuant to a Change in Control or (5b) taxable years of the Executive ending Executive's base salary in effect immediately prior to the terminationChange in Control, plus any cash bonuses or annual incentive cash compensation earned by Executive with respect to the calendar year immediately preceding the Change in Control. Each payment during the two (2) year payment period set forth in this Paragraph (A) shall be reduced by Executive's earned income from all sources during the two (2) year payment period; provided, however, that Executive shall have no duty to mitigate -------- ------- damages by earning income during the period; and (iiB) If Executive shall be provided, for a period of two (2) years, commencing as of the Executive terminates his employment more than ninety (90) days after Termination Pursuant to the date of such Change in Control but within one (1) year after such Change in Control, the Corporation shall pay to the Executive an amount equal to that specified in Subparagraph (i) above, reduced by the amount of any salary or bonuses paid to him from the date of the Change in Control to the date of the termination of employment. (2) The Corporation shall provide the Executive up to but not beyond the date on which the Executive attains age 65 or dies, with life, disability and accident and health insurance coverages comparable to employer sponsored plan coverages in effect for the Executive immediately preceding the Executive's termination of employment following Termination Pursuant to a Change in Control. Comparable life, disability and accident and health insurance coverages may be provided to the Executive under: (a1) existing plans or programs in which the Executive participates, or (b2) through conversion of group coverage pursuant to any group policy in effect, or (c3) through other available commercial insurance arrangements, if obtainable, for the Executive; provided, -------- however, that to the extent a specific coverage -------- ------- cannot be continued or ------- obtained under either (a1), (b2) or (c3) above, the Executive shall not be entitled to continuation of that specific coverage. The Executive shall continue to be responsible for the cost of comparable insurance coverages following his termination of employment following Termination Pursuant to a Change in Control to the same extent as other similarly situated active employees of the Corporation or the Bank as of the Executive's termination of employment following Termination Pursuant to a Change in Control or, if there are no similarly situated employees, then to the same extent, on a percentage of total cost basis, that Executive was responsible for the cost of available insurance coverages prior to his termination of employmentthe Termination Pursuant to a Change in Control. With respect to health insurance coverage, the Executive's spouse and/or eligible dependents, if covered under any employer sponsored accident and health insurance plan in effect for Executive as of Executive's Termination Pursuant to a Change in Control, shall also be provided with health insurance coverage for the same period of time as two (2) year term set forth above (regardless of the Executive's death prior to or attainment of age 6565 prior to the end of the two (2) year term), and under the same cost sharing method as described above. (3C) The Corporation shall continue Should the total of all payments made hereunder to provide Executive upon a Termination Pursuant to a Change in Control, together with any other payments which Executive has a right to receive from the Executive with Corporation, the pre-retirement death benefitBank, described any of the other subsidiaries of the Corporation, or any successors of any of the foregoing, result in the imposition of an excise tax under Internal Revenue Code Section II of this Agreement, until the earlier of: 4999 (1) the date the Executive elects to have his supplemental income retirement benefit commence under Section I or (ii) the date the Executive shall attain the age of sixty-five (65) years, said pre-retirement death benefit premised upon the Executive's compensation at the time of termination and assuming that, for purposes of Section II A.(2)(i)(bany successor thereto), the Executive retired on the date of his termination. For purposes of this Paragraph, compensation shall mean the Executive's base salary in effect on the date of the Executive's termination plus any bonuses or annual incentive cash compensation earned by the Executive for the calendar year immediately preceding the date of the Executive's termination; and (4) The Executive shall be entitled to a supplemental retirement an additional "excise tax" adjustment payment in an amount such that, after the payment of all federal and state income and excise taxes, Executive will be in the same after-tax position as if no excise tax had been imposed. Any payment or benefit under Section I, if he then meets the requirements specified therein. Provided, however, that the Executive shall not be which is required to meet the years be included under Internal Revenue Code Sections 280G or 4999 (or any successor provisions thereto) for purposes of service requirement for a benefit under Section I.A.(1). (5) The Executive shall provide consulting and advisory services to the Corporation for a period of one (1) year following the date of termination of his employment with the Corporation in order that the Corporation may have the benefit of Executive's experience and knowledge of the business affairs and activities of the Corporation and the benefit of the Executive's reputation and contacts in the community. The Executive determining whether an excise tax is payable shall be available for advice and counsel deemed a payment "made to the officers and directors of the Corporation and said advisory and consulting services shall be performed in Harrisburg, Pennsylvania, and its environs and in such other locations as shall be mutually agreeable to the Executive" or a payment "which Executive and to the Corporation. As full compensation for such consulting and advisory services, the Executive shall receive an amount equal to his annual base compensation in effect on the date of termination of his employment plus reimbursement for all expenses reasonably incurred by him, with the advance concurrence of the Corporation, in the performance of his consulting services, which expenses shall be accounted for in accordance with the Corporation's standard procedures relating to reimbursement of expenses. The Executive's compensation for consulting and advisory services set forth above shall be paid by the Corporation to the Executive in approximately equal monthly installments over the one (1) year term.has