Common use of Compliance with Section 409A of the Code Clause in Contracts

Compliance with Section 409A of the Code. The Officer, the Bank and the Holding Company acknowledge that each of the payments and benefits promised to the Officer under this Agreement must either comply with the requirements of section 409A of the Code ("Section 409A") and the regulations thereunder or qualify for an exception from compliance. To that end, the Officer, the Bank and the Holding Company agree that: (a) the expense reimbursements described in section 7 and legal fee reimbursements described in section 15 are intended to satisfy the requirements for a "reimbursement plan" described in Treasury Regulation section 1.409A-3(i)(1)(iv)(A) and shall be administered to satisfy such requirements; (b) the payment described in section 8(b)(i) is intended to be excepted from compliance with Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(3) as payment made pursuant to the Bank’s customary payment timing arrangement; (c) the benefits and payments described in section 8(b)(ii) are expected to comply with or be excepted from compliance with Section 409A on their own terms; (d) the welfare benefits provided in kind under section 8(b)(iii) are intended to be excepted from compliance with Section 409A as welfare benefits pursuant to Treasury Regulation section 1.409A-1(a)(5) and/or as benefits not includible in gross income; and (e) the tax indemnity payment provided under section 11 is intended to satisfy the requirements for a “tax gross-up payment” described in Treasury Regulation section 1.409A-3(i)(1)(v). In the case of a payment that is not excepted from compliance with Section 409A, and that is not otherwise designated to be paid immediately upon a permissible payment event within the meaning of Treasury Regulation section 1.409A-3(a), the payment shall not be made prior to, and shall, if necessary, be deferred (with interest at the annual rate of 6%, compounded monthly from the date of the Officer’s termination of employment to the date of actual payment) to and paid on the later of the date sixty (60) days after the Officer’s earliest separation from service (within the meaning of Treasury Regulation section 1.409A-1(h)) and, if the Officer is a specified employee (within the meaning of Treasury Regulation section 1.409A-1(i)) on the date of his separation from service, the first day of the seventh month following the Officer’s separation from service. Each amount payable under this plan that is required to be deferred beyond the Officer’s separation from service, shall be deposited on the date on which, but for such deferral, the Holding Company would have paid such amount to the Officer, in a grantor trust which meets the requirements of Revenue Procedure 92-65 (as amended or superseded from time to time), the trustee of which shall be a financial institution selected by the Holding Company with the approval of the Officer (which approval shall not be unreasonably withheld or delayed), pursuant to a trust agreement the terms of which are approved by the Officer (which approval shall not be unreasonably withheld or delayed) (the “Rabbi Trust”), and payments made shall include earnings on the investments made with the assets of the Rabbi Trust, which investments shall consist of short-term investment grade fixed income securities or units of interest in mutual funds or other pooled investment vehicles designed to invest primarily in such securities. Furthermore, this Agreement shall be construed and administered in such manner as shall be necessary to effect compliance with Section 409A.

Compliance with Section 409A of the Code. The Officer, the Bank Executive and the Holding Company Association acknowledge that each of the payments and benefits promised to the Officer Executive under this Agreement must either comply with the requirements of section Section 409A of the Code ("“Section 409A"”) and the regulations thereunder or qualify for an exception from compliance. To that end, the Officer, the Bank Executive and the Holding Company Association agree that: (a) the insurance benefits provided in section 6(a) and the indemnification provided in section 6(b) are intended to be excepted from compliance with Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(10) as insurance and indemnification against claims based on acts or omissions as a service provider; (b) the expense reimbursements described in section 7 Section 8, group health plan premium reimbursements described in Section 9(b)(ii)(A) and legal fee reimbursements described in section 15 Section 17 are intended to satisfy the requirements for a "“reimbursement plan" ” described in Treasury Regulation section 1.409A-3(i)(1)(iv)(A) and shall be administered to satisfy such requirements; (bc) the payment described in section 8(b)(iSection 9(b)(i)(A) is intended to be excepted from compliance with Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(3) as payment made pursuant to the BankAssociation’s customary payment timing arrangement; (cd) the benefits and payments described in section 8(b)(iiSection 9(b)(i)(B) are expected to comply with or be excepted from compliance with Section 409A on their own terms; (de) the any welfare benefits provided in kind under section 8(b)(iii9(b)(ii)(A) are intended to be excepted from compliance with Section 409A as welfare benefits pursuant to Treasury Regulation section Section 1.409A-1(a)(5) and/or as benefits not includible in gross income; and (ef) the tax indemnity payment provided under section 11 is intended to satisfy the requirements for benefits and payments on a “tax gross-up payment” disability described in Section 10(c) are expected to be excepted from compliance with Section 409A as “disability pay” pursuant to Treasury Regulation section 1.409A-3(i)(1)(v). 1.409A-1(a)(5) In the case of a payment that is not excepted from compliance with Section 409A, and that is not otherwise designated to be paid immediately upon a permissible payment event within the meaning of Treasury Regulation section Section 1.409A-3(a), the payment shall not be made prior to, and shall, if necessary, be deferred (with interest at the annual rate of 6%, compounded monthly from the date of the OfficerExecutive’s termination of employment to the date of actual payment) to and paid on the later of the date sixty (60) days after the OfficerExecutive’s earliest separation from service (within the meaning of Treasury Regulation section Section 1.409A-1(h)) and, if the Officer Executive is a specified employee (within the meaning of Treasury Regulation section Section 1.409A-1(i)) on the date of his or her separation from service, the first day of the seventh month following the OfficerExecutive’s separation from service. Each amount payable under this plan that is required to be deferred beyond the Officer’s separation from service, shall be deposited on the date on which, but for such deferral, the Holding Company would have paid such amount to the Officer, in a grantor trust which meets the requirements of Revenue Procedure 92-65 (as amended or superseded from time to time), the trustee of which shall be a financial institution selected by the Holding Company with the approval of the Officer (which approval shall not be unreasonably withheld or delayed), pursuant to a trust agreement the terms of which are approved by the Officer (which approval shall not be unreasonably withheld or delayed) (the “Rabbi Trust”), and payments made shall include earnings on the investments made with the assets of the Rabbi Trust, which investments shall consist of short-term investment grade fixed income securities or units of interest in mutual funds or other pooled investment vehicles designed to invest primarily in such securities. Furthermore, this Agreement shall be construed and administered in such manner as shall be necessary to effect compliance with Section 409A.

Compliance with Section 409A of the Code. The Officer, the Bank Executive and the Holding Company acknowledge that each of the payments and benefits promised to the Officer Executive under this Agreement must either comply with the requirements of section Section 409A of the Code ("Section 409A") and the regulations thereunder or qualify for an exception from compliance. To that end, the Officer, the Bank Executive and the Holding Company agree that: (a) the insurance benefits provided in section 6(a) and the indemnification provided in section 6(b) are intended to be excepted from compliance with Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(10) as insurance and indemnification against claims based on acts or omissions as a service provider; (b) the expense reimbursements described in section 7 Section 8 and legal fee reimbursements described in section 15 Section 19 are intended to satisfy the requirements for a "reimbursement plan" described in Treasury Regulation section 1.409A-3(i)(1)(iv)(A) and shall be administered to satisfy such requirements; (bc) the payment described in section 8(b)(iSection 9(b)(i) is intended to be excepted from compliance with Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(31.409A- 1(b)(3) as payment made pursuant to the BankCompany’s customary payment timing arrangement; (cd) the benefits and payments described in section 8(b)(iiSection 9(b)(ii) are expected to comply with or be excepted from compliance with Section 409A on their own terms; (de) the welfare benefits provided in kind under section 8(b)(iii9(b)(iii) are intended to be excepted from compliance with Section 409A as welfare benefits pursuant to Treasury Regulation section Section 1.409A-1(a)(5) and/or as benefits not includible in gross income; (f) the benefits and payments on a disability described in Section 10(c) are expected to be excepted from compliance with Section 409A as “disability pay” pursuant to Treasury Regulation section 1.409A-1(a)(5); and (eg) the tax indemnity payment Tax Indemnity Payment provided under section 11 12 is intended to satisfy the requirements for a “tax gross-up payment” described in Treasury Regulation section 1.409A-3(i)(1)(v). In the case of a payment that is not excepted from compliance with Section 409A, and that is not otherwise designated to be paid immediately upon a permissible payment event within the meaning of Treasury Regulation section Section 1.409A-3(a), the payment shall not be made prior to, and shall, if necessary, be deferred (with interest at the annual rate of 6%, compounded monthly from the date of the OfficerExecutive’s termination of employment to the date of actual payment) to and paid on the later of the date sixty (60) days after the OfficerExecutive’s earliest separation from service (within the meaning of Treasury Regulation section Section 1.409A-1(h)) and, if the Officer Executive is a specified employee (within the meaning of Treasury Regulation section Section 1.409A-1(i)) on the date of his or her separation from service, the first day of the seventh month following the OfficerExecutive’s separation from service. Each amount payable under this plan that is required to be deferred beyond the OfficerExecutive’s separation from service, shall be deposited on the date on which, but for such deferral, the Holding Company would have paid such amount to the OfficerExecutive, in a grantor trust which meets the requirements of Revenue Procedure 92-65 (as amended or superseded from time to time), the trustee of which shall be a financial institution selected by the Holding Company with the approval of the Officer Executive (which approval shall not be unreasonably withheld or delayed), pursuant to a trust agreement the terms of which are approved by the Officer Executive (which approval shall not be unreasonably withheld or delayed) (the “Rabbi Trust”), and payments made shall include earnings on the investments made with the assets of the Rabbi Trust, which investments shall consist of short-term investment grade fixed income securities or units of interest in mutual funds or other pooled investment vehicles designed to invest primarily in such securities. Furthermore, this Agreement shall be construed and administered in such manner as shall be necessary to effect compliance with Section 409A.

Compliance with Section 409A of the Code. The Officer, the Bank Executive and the Holding Company acknowledge that each of the payments and benefits promised to the Officer Executive under this Agreement must either comply with the requirements of section Section 409A of the Code ("“Section 409A"”) and the regulations thereunder or qualify for an exception from compliance. To that end, the Officer, the Bank Executive and the Holding Company agree that: (a) the insurance benefits provided in section 6(a) and the indemnification provided in section 6(b) are intended to be excepted from compliance with Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(10) as insurance and indemnification against claims based on acts or omissions as a service provider; (b) the expense reimbursements described in section 7 Section 8, group health plan premium reimbursements described in Section 9(b)(ii)(A) and legal fee reimbursements described in section 15 Section 17 are intended to satisfy the requirements for a "“reimbursement plan" ” described in Treasury Regulation section 1.409A-3(i)(1)(iv)(A) and shall be administered to satisfy such requirements; (bc) the payment described in section 8(b)(iSection 9(b)(i)(A) is intended to be excepted from compliance with Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(3) as payment made pursuant to the BankCompany’s customary payment timing arrangement; (cd) the benefits and payments described in section 8(b)(iiSection 9(b)(i)(B) are expected to comply with or be excepted from compliance with Section 409A on their own terms; (de) the any welfare benefits provided in kind under section 8(b)(iii9(b)(ii)(A) are intended to be excepted from compliance with Section 409A as welfare benefits pursuant to Treasury Regulation section Section 1.409A-1(a)(5) and/or as benefits not includible in gross income; and (ef) the tax indemnity payment provided under section 11 is intended to satisfy the requirements for benefits and payments on a “tax gross-up payment” disability described in Section 10(c) are expected to be excepted from compliance with Section 409A as “disability pay” pursuant to Treasury Regulation section 1.409A-3(i)(1)(v). 1.409A-1(a)(5) In the case of a payment that is not excepted from compliance with Section 409A, and that is not otherwise designated to be paid immediately upon a permissible payment event within the meaning of Treasury Regulation section Section 1.409A-3(a), the payment shall not be made prior to, and shall, if necessary, be deferred (with interest at the annual rate of 6%, compounded monthly from the date of the OfficerExecutive’s termination of employment to the date of actual payment) to and paid on the later of the date sixty (60) days after the OfficerExecutive’s earliest separation from service (within the meaning of Treasury Regulation section Section 1.409A-1(h)) and, if the Officer Executive is a specified employee (within the meaning of Treasury Regulation section Section 1.409A-1(i)) on the date of his or her separation from service, the first day of the seventh month following the OfficerExecutive’s separation from service. Each amount payable under this plan that is required to be deferred beyond the Officer’s separation from service, shall be deposited on the date on which, but for such deferral, the Holding Company would have paid such amount to the Officer, in a grantor trust which meets the requirements of Revenue Procedure 92-65 (as amended or superseded from time to time), the trustee of which shall be a financial institution selected by the Holding Company with the approval of the Officer (which approval shall not be unreasonably withheld or delayed), pursuant to a trust agreement the terms of which are approved by the Officer (which approval shall not be unreasonably withheld or delayed) (the “Rabbi Trust”), and payments made shall include earnings on the investments made with the assets of the Rabbi Trust, which investments shall consist of short-term investment grade fixed income securities or units of interest in mutual funds or other pooled investment vehicles designed to invest primarily in such securities. Furthermore, this Agreement shall be construed and administered in such manner as shall be necessary to effect compliance with Section 409A.

Compliance with Section 409A of the Code. The Officer, Executive and the Bank and the Holding Company acknowledge that each of the payments and benefits promised to the Officer Executive under this Agreement must either comply with the requirements of section Section 409A of the Code ("“Section 409A"”) and the regulations thereunder or qualify for an exception from compliance. To that end, the Officer, the Bank Executive and the Holding Company agree that: (a) the insurance benefits provided in Section 6(a) and the indemnification provided in section 6(b) are intended to be excepted from compliance with Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(10) as insurance and indemnification against claims based on acts or omissions as a service provider; (b) the expense reimbursements described in section 7 Section 8 and legal fee reimbursements described in section 15 Section 18 are intended to satisfy the requirements for a "“reimbursement plan" ” described in Treasury Regulation section 1.409A-3(i)(1)(iv)(A) and shall be administered to satisfy such requirements; (bc) the payment described in section 8(b)(iSection 9(b)(i) is intended to be excepted from compliance with Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(3) as payment made pursuant to the BankCompany’s customary payment timing arrangement; (cd) the benefits and payments described in section 8(b)(iiSection 9(b)(ii) are expected to comply with or be excepted from compliance with Section 409A on their own terms; (de) the welfare benefits provided in kind under section 8(b)(iiiSection 9(b)(iii) are intended to be excepted from compliance with Section 409A as welfare benefits pursuant to Treasury Regulation section Section 1.409A-1(a)(5) and/or as benefits not includible in gross income; and (ef) the tax indemnity payment provided under section 11 is intended to satisfy the requirements for benefits and payments on a “tax gross-up payment” disability described in Section 10(c) are expected to be excepted from compliance with Section 409A as “disability pay” pursuant to Treasury Regulation section 1.409A-3(i)(1)(v1.409A-1(a)(5). In the case of a payment that is not excepted from compliance with Section 409A, and that is not otherwise designated to be paid immediately upon a permissible payment event within the meaning of Treasury Regulation section Section 1.409A-3(a), the payment shall not be made prior to, and shall, if necessary, be deferred (with interest at the annual rate of 6%, compounded monthly from the date of the OfficerExecutive’s termination of employment to the date of actual payment) to and paid on the later of the date sixty (60) days after the OfficerExecutive’s earliest separation from service (within the meaning of Treasury Regulation section Section 1.409A-1(h)) and, if the Officer Executive is a specified employee (within the meaning of Treasury Regulation section Section 1.409A-1(i)) on the date of his or her separation from service, the first day of the seventh month following the OfficerExecutive’s separation from service. Each amount payable under this plan that is required to be deferred beyond the OfficerExecutive’s separation from service, shall be deposited on the date on which, but for such deferral, the Holding Company Bank would have paid such amount to the OfficerExecutive, in a grantor trust which meets the requirements of Revenue Procedure 92-65 (as amended or superseded from time to time), the trustee of which shall be a financial institution selected by the Holding Company Bank with the approval of the Officer Executive (which approval shall not be unreasonably withheld or delayed), pursuant to a trust agreement the terms of which are approved by the Officer Executive (which approval shall not be unreasonably withheld or delayed) (the “Rabbi Trust”), and payments made shall include earnings on the investments made with the assets of the Rabbi Trust, which investments shall consist of short-term investment grade fixed income securities or units of interest in mutual funds or other pooled investment vehicles designed to invest primarily in such securities. Furthermore, this Agreement shall be construed and administered in such manner as shall be necessary to effect compliance with Section 409A.

Compliance with Section 409A of the Code. The Officer, the Bank Executive and the Holding Company acknowledge that each of the payments and benefits promised to the Officer Executive under this Agreement must either comply with the requirements of section Section 409A of the Code ("“Section 409A"”) and the regulations thereunder or qualify for an exception from compliance. To that end, the Officer, the Bank Executive and the Holding Company agree that: (a) the insurance benefits provided in Section 6(a) and the indemnification provided in Section 6(b) are intended to be excepted from compliance with Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(10) as insurance and indemnification against claims based on acts or omissions as a service provider; (b) the expense reimbursements described in section 7 Section 8 and legal fee reimbursements described in section 15 Section 19 are intended to satisfy the requirements for a "“reimbursement plan" ” described in Treasury Regulation section 1.409A-3(i)(1)(iv)(A) and shall be administered to satisfy such requirements; (bc) the payment described in section 8(b)(iSection 9(b)(i) is intended to be excepted from compliance with Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(3) as payment made pursuant to the BankCompany’s customary payment timing arrangement; (cd) the benefits and payments described in section 8(b)(iiSection 9(b)(ii) are expected to comply with or be excepted from compliance with Section 409A on their own terms; (de) the welfare benefits provided in kind under section 8(b)(iiiSection 9(b)(iii) are intended to be excepted from compliance with Section 409A as welfare benefits pursuant to Treasury Regulation section Section 1.409A-1(a)(5) and/or as benefits not includible in gross income; 68243715v4 (f) the benefits and payments on a disability described in Section 10(c) are expected to be excepted from compliance with Section 409A as “disability pay” pursuant to Treasury Regulation section 1.409A-1(a)(5); and (eg) the tax indemnity payment Tax Indemnity Payment provided under section 11 12 is intended to satisfy the requirements for a “tax gross-up payment” described in Treasury Regulation section 1.409A-3(i)(1)(v). In the case of a payment that is not excepted from compliance with Section 409A, and that is not otherwise designated to be paid immediately upon a permissible payment event within the meaning of Treasury Regulation section Section 1.409A-3(a), the payment shall not be made prior to, and shall, if necessary, be deferred (with interest at the annual rate of 6%, compounded monthly from the date of the OfficerExecutive’s termination of employment to the date of actual payment) to and paid on the later of the date sixty (60) days after the OfficerExecutive’s earliest separation from service (within the meaning of Treasury Regulation section Section 1.409A-1(h)) and, if the Officer Executive is a specified employee (within the meaning of Treasury Regulation section Section 1.409A-1(i)) on the date of his or her separation from service, the first day of the seventh month following the OfficerExecutive’s separation from service. Each amount payable under this plan that is required to be deferred beyond the OfficerExecutive’s separation from service, shall be deposited on the date on which, but for such deferral, the Holding Company would have paid such amount to the OfficerExecutive, in a grantor trust which meets the requirements of Revenue Procedure 92-65 (as amended or superseded from time to time), the trustee of which shall be a financial institution selected by the Holding Company with the approval of the Officer Executive (which approval shall not be unreasonably withheld or delayed), pursuant to a trust agreement the terms of which are approved by the Officer Executive (which approval shall not be unreasonably withheld or delayed) (the “Rabbi Trust”), and payments made shall include earnings on the investments made with the assets of the Rabbi Trust, which investments shall consist of short-term investment grade fixed income securities or units of interest in mutual funds or other pooled investment vehicles designed to invest primarily in such securities. Furthermore, this Agreement shall be construed and administered in such manner as shall be necessary to effect compliance with Section 409A.409A. 68243715v4

Compliance with Section 409A of the Code. The Officer, the Bank Mx. Xxxxx and the Holding Company acknowledge that each of the payments and benefits promised to the Officer Mx. Xxxxx under this Agreement must either comply with the requirements of section Section 409A of the Code ("Section 409A") and the regulations thereunder or qualify for an exception from compliance. To that end, the Officer, the Bank Mx. Xxxxx and the Holding Company agree that: (a) the expense reimbursements described in section 7 Section 8 and legal fee reimbursements described in section 15 Section 17 are intended to satisfy the requirements for a "reimbursement plan" described in Treasury Regulation section 1.409A-3(i)(1)(iv)(A) and shall be administered to satisfy such requirements; (b) the payment described in section 8(b)(iSection 9(b)(i) is intended to be excepted from compliance with Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(3) as payment made pursuant to the BankCompany’s customary payment timing arrangement; (c) the benefits and payments described in section 8(b)(iiSection 9(b)(ii) are expected to comply with or be excepted from compliance with Section 409A on their own terms; (d) the welfare benefits provided in kind under section 8(b)(iii9(b)(iii) are intended to be excepted from compliance with Section 409A as welfare benefits pursuant to Treasury Regulation section Section 1.409A-1(a)(5) and/or as benefits not includible in gross income; and (e) the tax indemnity payment Tax Indemnity Payment provided under section 11 18 is intended to satisfy the requirements for a “tax gross-up payment” described in Treasury Regulation section 1.409A-3(i)(1)(v). In the case of a payment that is not excepted from compliance with Section 409A, and that is not otherwise designated to be paid immediately upon a permissible payment event within the meaning of Treasury Regulation section Section 1.409A-3(a), the payment shall not be made prior to, and shall, if necessary, be deferred (with interest at the annual rate of 6%, compounded monthly from the date of the Officer’s Mx. Xxxxx’x termination of employment to the date of actual payment) to and paid on the later of the date sixty (60) days after the Officer’s Mx. Xxxxx’x earliest separation from service (within the meaning of Treasury Regulation section Section 1.409A-1(h)) and, if the Officer Mx. Xxxxx is a specified employee (within the meaning of Treasury Regulation section Section 1.409A-1(i)) on the date of his separation from service, the first day of the seventh month following the Officer’s Mx. Xxxxx’x separation from service. Each amount payable under this plan that is required to be deferred beyond the Officer’s Mx. Xxxxx’x separation from service, shall be deposited on the date on which, but for such deferral, the Holding Company would have paid such amount to the OfficerMx. Xxxxx, in a grantor trust which meets the requirements of Revenue Procedure 92-65 (as amended or superseded from time to time), the trustee of which shall be a financial institution selected by the Holding Company with the approval of the Officer Mx. Xxxxx (which approval shall not be unreasonably withheld or delayed), pursuant to a trust agreement the terms of which are approved by the Officer Mx. Xxxxx (which approval shall not be unreasonably withheld or delayed) (the “Rabbi Trust”), and payments made shall include earnings on the investments made with the assets of the Rabbi Trust, which investments shall consist of short-term investment grade fixed income securities or units of interest in mutual funds or other pooled investment vehicles designed to invest primarily in such securities. Furthermore, this Agreement shall be construed and administered in such manner as shall be necessary to effect compliance with Section 409A.

Compliance with Section 409A of the Code. The Officer, the Bank Mx. Xxxxxxxxx and the Holding Company acknowledge that each of the payments and benefits promised to the Officer Mx. Xxxxxxxxx under this Agreement must either comply with the requirements of section Section 409A of the Code ("Section 409A") and the regulations thereunder or qualify for an exception from compliance. To that end, the Officer, the Bank Mx. Xxxxxxxxx and the Holding Company agree that: (a) the expense reimbursements described in section 7 Section 8 and legal fee reimbursements described in section 15 Section 17 are intended to satisfy the requirements for a "reimbursement plan" described in Treasury Regulation section 1.409A-3(i)(1)(iv)(A) and shall be administered to satisfy such requirements; (b) the payment described in section 8(b)(iSection 9(b)(i) is intended to be excepted from compliance with Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(3) as payment made pursuant to the BankCompany’s customary payment timing arrangement; (c) the benefits and payments described in section 8(b)(iiSection 9(b)(ii) are expected to comply with or be excepted from compliance with Section 409A on their own terms; (d) the welfare benefits provided in kind under section 8(b)(iii9(b)(iii) are intended to be excepted from compliance with Section 409A as welfare benefits pursuant to Treasury Regulation section Section 1.409A-1(a)(5) and/or as benefits not includible in gross income; and (e) the tax indemnity payment Tax Indemnity Payment provided under section 11 18 is intended to satisfy the requirements for a “tax gross-up payment” described in Treasury Regulation section 1.409A-3(i)(1)(v). In the case of a payment that is not excepted from compliance with Section 409A, and that is not otherwise designated to be paid immediately upon a permissible payment event within the meaning of Treasury Regulation section Section 1.409A-3(a), the payment shall not be made prior to, and shall, if necessary, be deferred (with interest at the annual rate of 6%, compounded monthly from the date of the Officer’s Mx. Xxxxxxxxx’x termination of employment to the date of actual payment) to and paid on the later of the date sixty (60) days after the Officer’s Mx. Xxxxxxxxx’x earliest separation from service (within the meaning of Treasury Regulation section Section 1.409A-1(h)) and, if the Officer Mx. Xxxxxxxxx is a specified employee (within the meaning of Treasury Regulation section Section 1.409A-1(i)) on the date of his separation from service, the first day of the seventh month following the Officer’s Mx. Xxxxxxxxx’x separation from service. Each amount payable under this plan that is required to be deferred beyond the Officer’s Mx. Xxxxxxxxx’x separation from service, shall be deposited on the date on which, but for such deferral, the Holding Company would have paid such amount to the OfficerMx. Xxxxxxxxx, in a grantor trust which meets the requirements of Revenue Procedure 92-65 (as amended or superseded from time to time), the trustee of which shall be a financial institution selected by the Holding Company with the approval of the Officer Mx. Xxxxxxxxx (which approval shall not be unreasonably withheld or delayed), pursuant to a trust agreement the terms of which are approved by the Officer Mx. Xxxxxxxxx (which approval shall not be unreasonably withheld or delayed) (the “Rabbi Trust”), and payments made shall include earnings on the investments made with the assets of the Rabbi Trust, which investments shall consist of short-term investment grade fixed income securities or units of interest in mutual funds or other pooled investment vehicles designed to invest primarily in such securities. Furthermore, this Agreement shall be construed and administered in such manner as shall be necessary to effect compliance with Section 409A.

Compliance with Section 409A of the Code. The Officer, the Bank Mx. Xxxxxx and the Holding Company acknowledge that each of the payments and benefits promised to the Officer Mx. Xxxxxx under this Agreement must either comply with the requirements of section Section 409A of the Code ("Section 409A") and the regulations thereunder or qualify for an exception from compliance. To that end, the Officer, the Bank Mx. Xxxxxx and the Holding Company agree that: (a) the expense reimbursements described in section 7 Section 8 and legal fee reimbursements described in section 15 Section 17 are intended to satisfy the requirements for a "reimbursement plan" described in Treasury Regulation section 1.409A-3(i)(1)(iv)(A) and shall be administered to satisfy such requirements; (b) the payment described in section 8(b)(iSection 9(b)(i) is intended to be excepted from compliance with Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(3) as payment made pursuant to the BankCompany’s customary payment timing arrangement; (c) the benefits and payments described in section 8(b)(iiSection 9(b)(ii) are expected to comply with or be excepted from compliance with Section 409A on their own terms; (d) the welfare benefits provided in kind under section 8(b)(iii9(b)(iii) are intended to be excepted from compliance with Section 409A as welfare benefits pursuant to Treasury Regulation section Section 1.409A-1(a)(5) and/or as benefits not includible in gross income; and (e) the tax indemnity payment Tax Indemnity Payment provided under section 11 18 is intended to satisfy the requirements for a “tax gross-up payment” described in Treasury Regulation section 1.409A-3(i)(1)(v). In the case of a payment that is not excepted from compliance with Section 409A, and that is not otherwise designated to be paid immediately upon a permissible payment event within the meaning of Treasury Regulation section Section 1.409A-3(a), the payment shall not be made prior to, and shall, if necessary, be deferred (with interest at the annual rate of 6%, compounded monthly from the date of the Officer’s Mx. Xxxxxx’x termination of employment to the date of actual payment) to and paid on the later of the date sixty (60) days after the Officer’s Mx. Xxxxxx’x earliest separation from service (within the meaning of Treasury Regulation section Section 1.409A-1(h)) and, if the Officer Mx. Xxxxxx is a specified employee (within the meaning of Treasury Regulation section Section 1.409A-1(i)) on the date of his separation from service, the first day of the seventh month following the Officer’s Mx. Xxxxxx’x separation from service. Each amount payable under this plan that is required to be deferred beyond the Officer’s Mx. Xxxxxx’x separation from service, shall be deposited on the date on which, but for such deferral, the Holding Company would have paid such amount to the OfficerMx. Xxxxxx, in a grantor trust which meets the requirements of Revenue Procedure 92-65 (as amended or superseded from time to time), the trustee of which shall be a financial institution selected by the Holding Company with the approval of the Officer Mx. Xxxxxx (which approval shall not be unreasonably withheld or delayed), pursuant to a trust agreement the terms of which are approved by the Officer Mx. Xxxxxx (which approval shall not be unreasonably withheld or delayed) (the “Rabbi Trust”), and payments made shall include earnings on the investments made with the assets of the Rabbi Trust, which investments shall consist of short-term investment grade fixed income securities or units of interest in mutual funds or other pooled investment vehicles designed to invest primarily in such securities. Furthermore, this Agreement shall be construed and administered in such manner as shall be necessary to effect compliance with Section 409A.

Compliance with Section 409A of the Code. The Officer, Xx. Xxxxxx and the Bank and the Holding Company acknowledge that each of the payments and benefits promised to the Officer Xx. Xxxxxx under this Agreement must either comply with the requirements of section Section 409A of the Code ("Section 409A") and the regulations thereunder or qualify for an exception from compliance. To that end, the Officer, Xx. Xxxxxx and the Bank and the Holding Company agree that: (a) the expense reimbursements described in section 7 Section 8 and legal fee reimbursements described in section 15 Section 17 are intended to satisfy the requirements for a "reimbursement plan" described in Treasury Regulation section 1.409A-3(i)(1)(iv)(A) and shall be administered to satisfy such requirements; (b) the payment described in section 8(b)(iSection 9(b)(i) is intended to be excepted from compliance with Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(3) as payment made pursuant to the Bank’s customary payment timing arrangement; (c) the benefits and payments described in section 8(b)(iiSection 9(b)(ii) are expected to comply with or be excepted from compliance with Section 409A on their own terms;; and (d) the welfare benefits provided in kind under section 8(b)(iii9(b)(iii) are intended to be excepted from compliance with Section 409A as welfare benefits pursuant to Treasury Regulation section Section 1.409A-1(a)(5) and/or as benefits not includible in gross income; and (e) the tax indemnity payment provided under section 11 is intended to satisfy the requirements for a “tax gross-up payment” described in Treasury Regulation section 1.409A-3(i)(1)(v). In the case of a payment that is not excepted from compliance with Section 409A, and that is not otherwise designated to be paid immediately upon a permissible payment event within the meaning of Treasury Regulation section Section 1.409A-3(a), the payment shall not be made prior to, and shall, if necessary, be deferred (with interest at the annual rate of 6%, compounded monthly from the date of the Officer’s Xx. Xxxxxx’x termination of employment to the date of actual payment) to and paid on the later of the date sixty (60) days after the Officer’s Xx. Xxxxxx’x earliest separation from service (within the meaning of Treasury Regulation section Section 1.409A-1(h)) and, if the Officer Xx. Xxxxxx is a specified employee (within the meaning of Treasury Regulation section Section 1.409A-1(i)) on the date of his separation from service, the first day of the seventh month following the Officer’s Xx. Xxxxxx’x separation from service. Each amount payable under this plan that is required to be deferred beyond the Officer’s Xx. Xxxxxx’x separation from service, shall be deposited on the date on which, but for such deferral, the Holding Company Bank would have paid such amount to the OfficerXx. Xxxxxx, in a grantor trust which meets the requirements of Revenue Procedure 92-65 (as amended or superseded from time to time), the trustee of which shall be a financial institution selected by the Holding Company Bank with the approval of the Officer Xx. Xxxxxx (which approval shall not be unreasonably withheld or delayed), pursuant to a trust agreement the terms of which are approved by the Officer Xx. Xxxxxx (which approval shall not be unreasonably withheld or delayed) (the “Rabbi Trust”), and payments made shall include earnings on the investments made with the assets of the Rabbi Trust, which investments shall consist of short-term investment grade fixed income securities or units of interest in mutual funds or other pooled investment vehicles designed to invest primarily in such securities. Furthermore, this Agreement shall be construed and administered in such manner as shall be necessary to effect compliance with Section 409A.

Compliance with Section 409A of the Code. The Officer, Xx. Xxxxxxxxx and the Bank and the Holding Company acknowledge that each of the payments and benefits promised to the Officer Xx. Xxxxxxxxx under this Agreement must either comply with the requirements of section Section 409A of the Code ("Section 409A") and the regulations thereunder or qualify for an exception from compliance. To that end, the Officer, Xx. Xxxxxxxxx and the Bank and the Holding Company agree that: (a) the expense reimbursements described in section 7 Section 8 and legal fee reimbursements described in section 15 Section 17 are intended to satisfy the requirements for a "reimbursement plan" described in Treasury Regulation section 1.409A-3(i)(1)(iv)(A) and shall be administered to satisfy such requirements; (b) the payment described in section 8(b)(iSection 9(b)(i) is intended to be excepted from compliance with Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(3) as payment made pursuant to the Bank’s customary payment timing arrangement; (c) the benefits and payments described in section 8(b)(iiSection 9(b)(ii) are expected to comply with or be excepted from compliance with Section 409A on their own terms;; and (d) the welfare benefits provided in kind under section 8(b)(iii9(b)(iii) are intended to be excepted from compliance with Section 409A as welfare benefits pursuant to Treasury Regulation section Section 1.409A-1(a)(5) and/or as benefits not includible in gross income; and (e) the tax indemnity payment provided under section 11 is intended to satisfy the requirements for a “tax gross-up payment” described in Treasury Regulation section 1.409A-3(i)(1)(v). In the case of a payment that is not excepted from compliance with Section 409A, and that is not otherwise designated to be paid immediately upon a permissible payment event within the meaning of Treasury Regulation section Section 1.409A-3(a), the payment shall not be made prior to, and shall, if necessary, be deferred (with interest at the annual rate of 6%, compounded monthly from the date of the Officer’s Xx. Xxxxxxxxx’x termination of employment to the date of actual payment) to and paid on the later of the date sixty (60) days after the Officer’s Xx. Xxxxxxxxx’x earliest separation from service (within the meaning of Treasury Regulation section Section 1.409A-1(h)) and, if the Officer Xx. Xxxxxxxxx is a specified employee (within the meaning of Treasury Regulation section Section 1.409A-1(i)) on the date of his separation from service, the first day of the seventh month following the Officer’s Xx. Xxxxxxxxx’x separation from service. Each amount payable under this plan that is required to be deferred beyond the Officer’s Xx. Xxxxxxxxx’x separation from service, shall be deposited on the date on which, but for such deferral, the Holding Company Bank would have paid such amount to the OfficerXx. Xxxxxxxxx, in a grantor trust which meets the requirements of Revenue Procedure 92-65 (as amended or superseded from time to time), the trustee of which shall be a financial institution selected by the Holding Company Bank with the approval of the Officer Xx. Xxxxxxxxx (which approval shall not be unreasonably withheld or delayed), pursuant to a trust agreement the terms of which are approved by the Officer Xx. Xxxxxxxxx (which approval shall not be unreasonably withheld or delayed) (the “Rabbi Trust”), and payments made shall include earnings on the investments made with the assets of the Rabbi Trust, which investments shall consist of short-term investment grade fixed income securities or units of interest in mutual funds or other pooled investment vehicles designed to invest primarily in such securities. Furthermore, this Agreement shall be construed and administered in such manner as shall be necessary to effect compliance with Section 409A.

Compliance with Section 409A of the Code. The Officer, Xx. Xxxxx and the Bank and the Holding Company acknowledge that each of the payments and benefits promised to the Officer Xx. Xxxxx under this Agreement must either comply with the requirements of section Section 409A of the Code ("Section 409A") and the regulations thereunder or qualify for an exception from compliance. To that end, the Officer, Xx. Xxxxx and the Bank and the Holding Company agree that: (a) the expense reimbursements described in section 7 Section 8 and legal fee reimbursements described in section 15 Section 17 are intended to satisfy the requirements for a "reimbursement plan" described in Treasury Regulation section 1.409A-3(i)(1)(iv)(A) and shall be administered to satisfy such requirements; (b) the payment described in section 8(b)(iSection 9(b)(i) is intended to be excepted from compliance with Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(3) as payment made pursuant to the Bank’s customary payment timing arrangement; (c) the benefits and payments described in section 8(b)(iiSection 9(b)(ii) are expected to comply with or be excepted from compliance with Section 409A on their own terms;; and (d) the welfare benefits provided in kind under section 8(b)(iii9(b)(iii) are intended to be excepted from compliance with Section 409A as welfare benefits pursuant to Treasury Regulation section Section 1.409A-1(a)(5) and/or as benefits not includible in gross income; and (e) the tax indemnity payment provided under section 11 is intended to satisfy the requirements for a “tax gross-up payment” described in Treasury Regulation section 1.409A-3(i)(1)(v). In the case of a payment that is not excepted from compliance with Section 409A, and that is not otherwise designated to be paid immediately upon a permissible payment event within the meaning of Treasury Regulation section Section 1.409A-3(a), the payment shall not be made prior to, and shall, if necessary, be deferred (with interest at the annual rate of 6%, compounded monthly from the date of the Officer’s Xx. Xxxxx’x termination of employment to the date of actual payment) to and paid on the later of the date sixty (60) days after the Officer’s Xx. Xxxxx’x earliest separation from service (within the meaning of Treasury Regulation section Section 1.409A-1(h)) and, if the Officer Xx. Xxxxx is a specified employee (within the meaning of Treasury Regulation section Section 1.409A-1(i)) on the date of his separation from service, the first day of the seventh month following the Officer’s Xx. Xxxxx’x separation from service. Each amount payable under this plan that is required to be deferred beyond the Officer’s Xx. Xxxxx’x separation from service, shall be deposited on the date on which, but for such deferral, the Holding Company Bank would have paid such amount to the OfficerXx. Xxxxx, in a grantor trust which meets the requirements of Revenue Procedure 92-65 (as amended or superseded from time to time), the trustee of which shall be a financial institution selected by the Holding Company Bank with the approval of the Officer Xx. Xxxxx (which approval shall not be unreasonably withheld or delayed), pursuant to a trust agreement the terms of which are approved by the Officer Xx. Xxxxx (which approval shall not be unreasonably withheld or delayed) (the “Rabbi Trust”), and payments made shall include earnings on the investments made with the assets of the Rabbi Trust, which investments shall consist of short-term investment grade fixed income securities or units of interest in mutual funds or other pooled investment vehicles designed to invest primarily in such securities. Furthermore, this Agreement shall be construed and administered in such manner as shall be necessary to effect compliance with Section 409A.

Compliance with Section 409A of the Code. The Officer, the Bank and the Holding Company acknowledge that each of the payments and benefits promised to the Officer under this Agreement must either comply with the requirements of section 409A of the Code ("Section 409A") and the regulations thereunder or qualify for an exception from compliance. To that end, the Officer, the Bank and the Holding Company agree that: (a) the expense reimbursements described in section 7 and legal fee reimbursements described in section 15 are intended to satisfy the requirements for a "reimbursement plan" described in Treasury Regulation section 1.409A-3(i)(1)(iv)(A) and shall be administered to satisfy such requirements; (b) the payment described in section 8(b)(i) is intended to be excepted from compliance with Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(3) as payment made pursuant to the Bank’s customary payment timing arrangement; (c) the benefits and payments described in section 8(b)(ii) are expected to comply with or be excepted from compliance with Section 409A on their own terms; (d) the welfare benefits provided in kind under section 8(b)(iii) are intended to be excepted from compliance with Section 409A as welfare benefits pursuant to Treasury Regulation section 1.409A-1(a)(5) and/or as benefits not includible in gross income; and (e) the tax indemnity payment provided under section 11 is intended to satisfy the requirements for a “tax gross-up payment” described in Treasury Regulation section 1.409A-3(i)(1)(v). In the case of a payment that is not excepted from compliance with Section 409A, and that is not otherwise designated to be paid immediately upon a permissible payment event within the meaning of Treasury Regulation section 1.409A-3(a), the payment shall not be made prior to, and shall, if necessary, be deferred (with interest at the annual rate of 6%, compounded monthly from the date of the Officer’s termination of employment to the date of actual payment) to and paid on the later of the date sixty (60) days after the Officer’s earliest separation from service (within the meaning of Treasury Regulation section 1.409A-1(h)) and, if the Officer is a specified employee (within the meaning of Treasury Regulation section 1.409A-1(i)) on the date of his separation from service, the first day of the seventh month following the Officer’s separation from service. Each amount payable under this plan that is required to be deferred beyond the Officer’s separation from service, shall be deposited on the date on which, but for such deferral, the Holding Company would have paid such amount to the Officer, in a grantor trust which meets the requirements of Revenue Procedure 92-65 (as amended or superseded from time to time), the trustee of which shall be a financial institution selected by the Holding Company with the approval of the Officer (which approval shall not be unreasonably withheld or delayed), pursuant to a trust agreement the terms of which are approved by the Officer (which approval shall not be unreasonably withheld or delayed) (the “Rabbi Trust”), and payments made shall include earnings on the investments made with the assets of the Rabbi Trust, which investments shall consist of short-term investment grade fixed income securities or units of interest in mutual funds or other pooled investment vehicles designed to invest primarily in such securities. Furthermore, this Agreement shall be construed and administered in such manner as shall be necessary to effect compliance with Section 409A. 13. The Agreement is modified to include a new section 25, entitled “Compliance with the Emergency Economic Stabilization Act of 2008,” to read in its entirety as follows:

Compliance with Section 409A of the Code. The Officer, the Bank and the Holding Company acknowledge that each of the payments and benefits promised to the Officer under this Agreement must either comply with the requirements of section Section 409A of the Code and the regulations thereunder ("Section 409A") and the regulations thereunder or qualify for an exception from compliance. To that end, the Officer, the Bank and the Holding Company agree that: (a) the expense reimbursements described in section 7 and legal fee reimbursements described in section 15 are intended to satisfy the requirements for a "reimbursement plan" described in Treasury Regulation section 1.409A-3(i)(1)(iv)(A) and shall be administered to satisfy such requirements; (b) the payment described in section 8(b)(i2(a) is intended to be excepted from compliance with Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(3) as payment made pursuant to the BankCompany’s customary payment timing arrangement; (cb) the benefits and payments described in section 8(b)(ii2(b) are expected to comply with or be excepted from compliance with Section 409A on their own terms; (c) the payments on a disability described in section 4(b) are expected to be excepted from compliance with Section 409A as “disability pay” pursuant to Treasury Regulation section 1.409A-1(a)(5); (d) the welfare benefits provided in kind under section 8(b)(iii6(b)(i) are intended to be excepted from compliance with Section 409A as welfare benefits pursuant to Treasury Regulation section 1.409A-1(a)(5) and/or as benefits not includible in gross income; and; (e) the tax indemnity payment Tax Indemnity Payment provided under section 11 7 is intended to satisfy the requirements for a “tax gross-up payment” described in Treasury Regulation section 1.409A-3(i)(1)(v); (f) the indemnification provided in section 8(a) is intended to be excepted from compliance with Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(10) as indemnification against claims based on acts or omissions as a service provider; (g) the general indemnification and reimbursements described in section 16 are intended to satisfy the requirements for a "reimbursement plan" described in Treasury Regulation section 1.409A-3(i)(1)(iv) and shall be administered to satisfy such requirements; and (h) the reimbursements of expenses incurred due to a tax audit or litigation addressing a tax liability in section 16 are intended to satisfy the requirements for reimbursement of expenses incurred under such audits or litigation described in Treasury Regulation section 1.409A-3(i)(1)(v). In the case of a payment that is not excepted from compliance with Section 409A, and that is not otherwise designated to be paid immediately upon a permissible payment event within the meaning of Treasury Regulation section 1.409A-3(a), the payment shall not be made prior to, and shall, if necessary, be deferred (with interest at the annual rate of 6%, compounded monthly from the date of the Officer’s termination of employment to the date of actual payment) to and paid on the later of the date sixty (60) days after the Officer’s earliest separation from service (within the meaning of Treasury Regulation section 1.409A-1(h)) and, if the Officer is a specified employee (within the meaning of Treasury Regulation section 1.409A-1(i)) on the date of his or her separation from service, the first day of the seventh month following the Officer’s separation from service. Each amount payable under this plan that is required to be deferred beyond the Officer’s separation from service, shall be deposited on the date on which, but for such deferral, the Holding Bank or the Company would have paid such amount to the Officer, in a grantor trust which meets the requirements of Revenue Procedure 92-65 (as amended or superseded from time to time), the trustee of which shall be a financial institution selected by the Holding Bank or the Company with the approval of the Officer (which approval shall not be unreasonably withheld or delayed), pursuant to a trust agreement the terms of which are approved by the Officer (which approval shall not be unreasonably withheld or delayed) (the “Rabbi Trust”), and payments made shall include earnings on the investments made with the assets of the Rabbi Trust, which investments shall consist of short-term investment grade fixed income securities or units of interest in mutual funds or other pooled investment vehicles designed to invest primarily in such securities. Furthermore, this Agreement shall be construed and administered in such manner as shall be necessary to effect compliance with Section 409A.

Compliance with Section 409A of the Code. The Officer, Mx. Xxxxx and the Bank and the Holding Company acknowledge that each of the payments and benefits promised to the Officer Mx. Xxxxx under this Agreement must either comply with the requirements of section Section 409A of the Code ("Section 409A") and the regulations thereunder or qualify for an exception from compliance. To that end, the Officer, Mx. Xxxxx and the Bank and the Holding Company agree that: (a) the expense reimbursements described in section 7 Section 8 and legal fee reimbursements described in section 15 Section 17 are intended to satisfy the requirements for a "reimbursement plan" described in Treasury Regulation section 1.409A-3(i)(1)(iv)(A) and shall be administered to satisfy such requirements; (b) the payment described in section 8(b)(iSection 9(b)(i) is intended to be excepted from compliance with Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(3) as payment made pursuant to the Bank’s customary payment timing arrangement; (c) the benefits and payments described in section 8(b)(iiSection 9(b)(ii) are expected to comply with or be excepted from compliance with Section 409A on their own terms;; and (d) the welfare benefits provided in kind under section 8(b)(iii9(b)(iii) are intended to be excepted from compliance with Section 409A as welfare benefits pursuant to Treasury Regulation section Section 1.409A-1(a)(5) and/or as benefits not includible in gross income; and (e) the tax indemnity payment provided under section 11 is intended to satisfy the requirements for a “tax gross-up payment” described in Treasury Regulation section 1.409A-3(i)(1)(v). In the case of a payment that is not excepted from compliance with Section 409A, and that is not otherwise designated to be paid immediately upon a permissible payment event within the meaning of Treasury Regulation section Section 1.409A-3(a), the payment shall not be made prior to, and shall, if necessary, be deferred (with interest at the annual rate of 6%, compounded monthly from the date of the Officer’s Mx. Xxxxx’x termination of employment to the date of actual payment) to and paid on the later of the date sixty (60) days after the Officer’s Mx. Xxxxx’x earliest separation from service (within the meaning of Treasury Regulation section Section 1.409A-1(h)) and, if the Officer Mx. Xxxxx is a specified employee (within the meaning of Treasury Regulation section Section 1.409A-1(i)) on the date of his separation from service, the first day of the seventh month following the Officer’s Mx. Xxxxx’x separation from service. Each amount payable under this plan that is required to be deferred beyond the Officer’s Mx. Xxxxx’x separation from service, shall be deposited on the date on which, but for such deferral, the Holding Company Bank would have paid such amount to the OfficerMx. Xxxxx, in a grantor trust which meets the requirements of Revenue Procedure 92-65 (as amended or superseded from time to time), the trustee of which shall be a financial institution selected by the Holding Company Bank with the approval of the Officer Mx. Xxxxx (which approval shall not be unreasonably withheld or delayed), pursuant to a trust agreement the terms of which are approved by the Officer Mx. Xxxxx (which approval shall not be unreasonably withheld or delayed) (the “Rabbi Trust”), and payments made shall include earnings on the investments made with the assets of the Rabbi Trust, which investments shall consist of short-term investment grade fixed income securities or units of interest in mutual funds or other pooled investment vehicles designed to invest primarily in such securities. Furthermore, this Agreement shall be construed and administered in such manner as shall be necessary to effect compliance with Section 409A.

Compliance with Section 409A of the Code. The Officer, the Bank Executive and the Holding Company acknowledge that each of the payments and benefits promised to the Officer Executive under this Agreement must either comply with the requirements of section Section 409A of the Code ("“Section 409A"”) and the regulations thereunder or qualify for an exception from compliance. To that end, the Officer, the Bank Executive and the Holding Company agree that: (a) the insurance benefits provided in Section 6(a) and the indemnification provided in Section 6(b) are intended to be excepted from compliance with Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(10) as insurance and indemnification against claims based on acts or omissions as a service provider; (b) the expense reimbursements described in section 7 Section 8 and legal fee reimbursements described in section 15 Section 19 are intended to satisfy the requirements for a "“reimbursement plan" ” described in Treasury Regulation section 1.409A-3(i)(1)(iv)(A) and shall be administered to satisfy such requirements; (bc) the payment described in section 8(b)(iSection 9(b)(i) is intended to be excepted from compliance with Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(3) as payment made pursuant to the BankCompany’s customary payment timing arrangement; (cd) the benefits and payments described in section 8(b)(iiSection 9(b)(ii) are expected to comply with or be excepted from compliance with Section 409A on their own terms; (de) the welfare benefits provided in kind under section 8(b)(iiiSection 9(b)(iii) are intended to be excepted from compliance with Section 409A as welfare 68243715v4 benefits pursuant to Treasury Regulation section Section 1.409A-1(a)(5) and/or as benefits not includible in gross income; (f) the benefits and payments on a disability described in Section 10(c) are expected to be excepted from compliance with Section 409A as “disability pay” pursuant to Treasury Regulation section 1.409A-1(a)(5); and (eg) the tax indemnity payment Tax Indemnity Payment provided under section 11 12 is intended to satisfy the requirements for a “tax gross-up payment” described in Treasury Regulation section 1.409A-3(i)(1)(v). In the case of a payment that is not excepted from compliance with Section 409A, and that is not otherwise designated to be paid immediately upon a permissible payment event within the meaning of Treasury Regulation section Section 1.409A-3(a), the payment shall not be made prior to, and shall, if necessary, be deferred (with interest at the annual rate of 6%, compounded monthly from the date of the OfficerExecutive’s termination of employment to the date of actual payment) to and paid on the later of the date sixty (60) days after the OfficerExecutive’s earliest separation from service (within the meaning of Treasury Regulation section Section 1.409A-1(h)) and, if the Officer Executive is a specified employee (within the meaning of Treasury Regulation section Section 1.409A-1(i)) on the date of his or her separation from service, the first day of the seventh month following the OfficerExecutive’s separation from service. Each amount payable under this plan that is required to be deferred beyond the OfficerExecutive’s separation from service, shall be deposited on the date on which, but for such deferral, the Holding Company would have paid such amount to the OfficerExecutive, in a grantor trust which meets the requirements of Revenue Procedure 92-65 (as amended or superseded from time to time), the trustee of which shall be a financial institution selected by the Holding Company with the approval of the Officer Executive (which approval shall not be unreasonably withheld or delayed), pursuant to a trust agreement the terms of which are approved by the Officer Executive (which approval shall not be unreasonably withheld or delayed) (the “Rabbi Trust”), and payments made shall include earnings on the investments made with the assets of the Rabbi Trust, which investments shall consist of short-term investment grade fixed income securities or units of interest in mutual funds or other pooled investment vehicles designed to invest primarily in such securities. Furthermore, this Agreement shall be construed and administered in such manner as shall be necessary to effect compliance with Section 409A.409A. 68243715v4

Compliance with Section 409A of the Code. The Officer, Mx. Xxxxxx and the Bank and the Holding Company acknowledge that each of the payments and benefits promised to the Officer Mx. Xxxxxx under this Agreement must either comply with the requirements of section Section 409A of the Code ("Section 409A") and the regulations thereunder or qualify for an exception from compliance. To that end, the Officer, Mx. Xxxxxx and the Bank and the Holding Company agree that: (a) the expense reimbursements described in section 7 Section 8 and legal fee reimbursements described in section 15 Section 17 are intended to satisfy the requirements for a "reimbursement plan" described in Treasury Regulation section 1.409A-3(i)(1)(iv)(A) and shall be administered to satisfy such requirements; (b) the payment described in section 8(b)(iSection 9(b)(i) is intended to be excepted from compliance with Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(3) as payment made pursuant to the Bank’s customary payment timing arrangement; (c) the benefits and payments described in section 8(b)(iiSection 9(b)(ii) are expected to comply with or be excepted from compliance with Section 409A on their own terms;; and (d) the welfare benefits provided in kind under section 8(b)(iii9(b)(iii) are intended to be excepted from compliance with Section 409A as welfare benefits pursuant to Treasury Regulation section Section 1.409A-1(a)(5) and/or as benefits not includible in gross income; and (e) the tax indemnity payment provided under section 11 is intended to satisfy the requirements for a “tax gross-up payment” described in Treasury Regulation section 1.409A-3(i)(1)(v). In the case of a payment that is not excepted from compliance with Section 409A, and that is not otherwise designated to be paid immediately upon a permissible payment event within the meaning of Treasury Regulation section Section 1.409A-3(a), the payment shall not be made prior to, and shall, if necessary, be deferred (with interest at the annual rate of 6%, compounded monthly from the date of the Officer’s Mx. Xxxxxx’x termination of employment to the date of actual payment) to and paid on the later of the date sixty (60) days after the Officer’s Mx. Xxxxxx’x earliest separation from service (within the meaning of Treasury Regulation section Section 1.409A-1(h)) and, if the Officer Mx. Xxxxxx is a specified employee (within the meaning of Treasury Regulation section Section 1.409A-1(i)) on the date of his separation from service, the first day of the seventh month following the Officer’s Mx. Xxxxxx’x separation from service. Each amount payable under this plan that is required to be deferred beyond the Officer’s Mx. Xxxxxx’x separation from service, shall be deposited on the date on which, but for such deferral, the Holding Company Bank would have paid such amount to the OfficerMx. Xxxxxx, in a grantor trust which meets the requirements of Revenue Procedure 92-65 (as amended or superseded from time to time), the trustee of which shall be a financial institution selected by the Holding Company Bank with the approval of the Officer Mx. Xxxxxx (which approval shall not be unreasonably withheld or delayed), pursuant to a trust agreement the terms of which are approved by the Officer Mx. Xxxxxx (which approval shall not be unreasonably withheld or delayed) (the “Rabbi Trust”), and payments made shall include earnings on the investments made with the assets of the Rabbi Trust, which investments shall consist of short-term investment grade fixed income securities or units of interest in mutual funds or other pooled investment vehicles designed to invest primarily in such securities. Furthermore, this Agreement shall be construed and administered in such manner as shall be necessary to effect compliance with Section 409A.

Compliance with Section 409A of the Code. The Officer, Mx. Xxxxxxxxx and the Bank and the Holding Company acknowledge that each of the payments and benefits promised to the Officer Mx. Xxxxxxxxx under this Agreement must either comply with the requirements of section Section 409A of the Code ("Section 409A") and the regulations thereunder or qualify for an exception from compliance. To that end, the Officer, Mx. Xxxxxxxxx and the Bank and the Holding Company agree that: (a) the expense reimbursements described in section 7 Section 8 and legal fee reimbursements described in section 15 Section 17 are intended to satisfy the requirements for a "reimbursement plan" described in Treasury Regulation section 1.409A-3(i)(1)(iv)(A) and shall be administered to satisfy such requirements; (b) the payment described in section 8(b)(iSection 9(b)(i) is intended to be excepted from compliance with Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(3) as payment made pursuant to the Bank’s customary payment timing arrangement; (c) the benefits and payments described in section 8(b)(iiSection 9(b)(ii) are expected to comply with or be excepted from compliance with Section 409A on their own terms;; and (d) the welfare benefits provided in kind under section 8(b)(iii9(b)(iii) are intended to be excepted from compliance with Section 409A as welfare benefits pursuant to Treasury Regulation section Section 1.409A-1(a)(5) and/or as benefits not includible in gross income; and (e) the tax indemnity payment provided under section 11 is intended to satisfy the requirements for a “tax gross-up payment” described in Treasury Regulation section 1.409A-3(i)(1)(v). In the case of a payment that is not excepted from compliance with Section 409A, and that is not otherwise designated to be paid immediately upon a permissible payment event within the meaning of Treasury Regulation section Section 1.409A-3(a), the payment shall not be made prior to, and shall, if necessary, be deferred (with interest at the annual rate of 6%, compounded monthly from the date of the Officer’s Mx. Xxxxxxxxx’x termination of employment to the date of actual payment) to and paid on the later of the date sixty (60) days after the Officer’s Mx. Xxxxxxxxx’x earliest separation from service (within the meaning of Treasury Regulation section Section 1.409A-1(h)) and, if the Officer Mx. Xxxxxxxxx is a specified employee (within the meaning of Treasury Regulation section Section 1.409A-1(i)) on the date of his separation from service, the first day of the seventh month following the Officer’s Mx. Xxxxxxxxx’x separation from service. Each amount payable under this plan that is required to be deferred beyond the Officer’s Mx. Xxxxxxxxx’x separation from service, shall be deposited on the date on which, but for such deferral, the Holding Company Bank would have paid such amount to the OfficerMx. Xxxxxxxxx, in a grantor trust which meets the requirements of Revenue Procedure 92-65 (as amended or superseded from time to time), the trustee of which shall be a financial institution selected by the Holding Company Bank with the approval of the Officer Mx. Xxxxxxxxx (which approval shall not be unreasonably withheld or delayed), pursuant to a trust agreement the terms of which are approved by the Officer Mx. Xxxxxxxxx (which approval shall not be unreasonably withheld or delayed) (the “Rabbi Trust”), and payments made shall include earnings on the investments made with the assets of the Rabbi Trust, which investments shall consist of short-term investment grade fixed income securities or units of interest in mutual funds or other pooled investment vehicles designed to invest primarily in such securities. Furthermore, this Agreement shall be construed and administered in such manner as shall be necessary to effect compliance with Section 409A.

Compliance with Section 409A of the Code. The Officer, the Bank Executive Chairman and the Holding Company acknowledge that each of the payments and benefits promised to the Officer Executive Chairman under this Agreement must either comply with the requirements of section Section 409A of the Code ("Section 409A") and the regulations thereunder or qualify for an exception from compliance. To that end, the Officer, the Bank Executive Chairman and the Holding Company agree that: (a) the The expense reimbursements described in section 7 Section 3(c) and legal fee reimbursements described in section 15 Section 23 are intended to satisfy the requirements for a "“reimbursement plan" ” described in Treasury Regulation section 1.409A-3(i)(1)(iv)(A) and shall be administered to satisfy such requirements; (b) the payment described in section 8(b)(iSection 4(b)(i) is intended to be excepted from compliance with Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(3) as payment made pursuant to the BankCompany’s customary payment timing arrangement; (c) the benefits and payments described in section 8(b)(iiSection 4(b)(ii) are expected to comply with or be excepted from compliance with Section 409A on their own terms; (d) the welfare benefits provided in kind under section 8(b)(iiiSection 4(b)(iii) are intended to be excepted from compliance with Section 409A as welfare benefits pursuant to Treasury Regulation section Section 1.409A-1(a)(5) and/or as benefits not includible in gross income; and; (e) the tax indemnity payment provided under section 11 Section 6 is intended to satisfy the requirements for a “tax gross-up payment” described in Treasury Regulation section 1.409A-3(i)(1)(v); and (f) the termination benefits described in Section 24 are intended to be exempt from Section 409A as certain indemnification and liability insurance plans pursuant to Treasury Regulation Section 1.409A-1(b)(10). With respect to payments under this Agreement, for purposes of Section 409A, each severance payment (if there is more than one payment) will be considered one of a series of separate payments. The Executive Chairman and the Company further agree that, to the extent not otherwise exempt, the termination benefits described in this agreement are intended to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4) as short-term deferrals or as payments pursuant to a separation pay plan pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii). In the case of a payment that is not excepted from compliance with Section 409A, and that is not otherwise designated to be paid immediately upon a permissible payment event within the meaning of Treasury Regulation section Section 1.409A-3(a), the payment shall not be made prior to, and shall, if necessary, be deferred (with interest at the annual rate of 6%, compounded monthly from the date of the Officer’s termination of employment to the date of actual payment) to and paid on the later of the date sixty (60) days after the OfficerExecutive Chairman’s earliest separation from service (within the meaning of Treasury Regulation section Section 1.409A-1(h)) and, if the Officer Executive Chairman is a specified employee (within the meaning of Treasury Regulation section Section 1.409A-1(i)) on the date of his separation from service, the first day of the seventh month following the OfficerExecutive Chairman’s separation from service. Each amount payable under this plan that is required to be deferred beyond the Officer’s separation from service, shall be deposited on the date on which, but for such deferral, the Holding Company would have paid such amount to the Officer, in a grantor trust which meets the requirements of Revenue Procedure 92-65 (as amended or superseded from time to time), the trustee of which shall be a financial institution selected by the Holding Company with the approval of the Officer (which approval shall not be unreasonably withheld or delayed), pursuant to a trust agreement the terms of which are approved by the Officer (which approval shall not be unreasonably withheld or delayed) (the “Rabbi Trust”), and payments made shall include earnings on the investments made with the assets of the Rabbi Trust, which investments shall consist of short-term investment grade fixed income securities or units of interest in mutual funds or other pooled investment vehicles designed to invest primarily in such securities. Furthermore, this Agreement shall be construed and administered in such manner as shall be necessary to effect compliance with Section 409A.

Compliance with Section 409A of the Code. The Officer, the Bank Executive and the Holding Company acknowledge that each of the payments and benefits promised to the Officer Executive under this Agreement must either comply with the requirements of section Section 409A of the Code ("Section 409A") and the regulations thereunder or qualify for an exception from compliance. To that end, the Officer, the Bank Executive and the Holding Company agree that: (a) the insurance benefits provided in section 6(a) and the indemnification provided in section 6(b) are intended to be excepted from compliance with Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(10) as insurance and indemnification against claims based on acts or omissions as a service provider; (b) the expense reimbursements described in section 7 Section 8 and legal fee reimbursements described in section 15 Section 19 are intended to satisfy the requirements for a "reimbursement plan" described in Treasury Regulation section 1.409A-3(i)(1)(iv)(A) and shall be administered to satisfy such requirements; (bc) the payment described in section 8(b)(iSection 9(b)(i) is intended to be excepted from compliance with Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(3) as payment made pursuant to the BankCompany’s customary payment timing arrangement; (cd) the benefits and payments described in section 8(b)(iiSection 9(b)(ii) are expected to comply with or be excepted from compliance with Section 409A on their own terms; (de) the welfare benefits provided in kind under section 8(b)(iii9(b)(iii) are intended to be excepted from compliance with Section 409A as welfare benefits pursuant to Treasury Regulation section Section 1.409A-1(a)(5) and/or as benefits not includible in gross income; (f) the benefits and payments on a disability described in Section 10(c) are expected to be excepted from compliance with Section 409A as “disability pay” pursuant to Treasury Regulation section 1.409A-1(a)(5); and (eg) the tax indemnity payment Tax Indemnity Payment provided under section 11 12 is intended to satisfy the requirements for a “tax gross-up payment” described in Treasury Regulation section 1.409A-3(i)(1)(v). In the case of a payment that is not excepted from compliance with Section 409A, and that is not otherwise designated to be paid immediately upon a permissible payment event within the meaning of Treasury Regulation section Section 1.409A-3(a), the payment shall not be made prior to, and shall, if necessary, be deferred (with interest at the annual rate of 6%, compounded monthly from the date of the OfficerExecutive’s termination of employment to the date of actual payment) to and paid on the later of the date sixty (60) days after the OfficerExecutive’s earliest separation from service (within the meaning of Treasury Regulation section Section 1.409A-1(h)) and, if the Officer Executive is a specified employee (within the meaning of Treasury Regulation section Section 1.409A-1(i)) on the date of his or her separation from service, the first day of the seventh month following the OfficerExecutive’s separation from service. Each amount payable under this plan that is required to be deferred beyond the OfficerExecutive’s separation from service, shall be deposited on the date on which, but for such deferral, the Holding Company would have paid such amount to the OfficerExecutive, in a grantor trust which meets the requirements of Revenue Procedure 92-65 (as amended or superseded from time to time), the trustee of which shall be a financial institution selected by the Holding Company with the approval of the Officer Executive (which approval shall not be unreasonably withheld or delayed), pursuant to a trust agreement the terms of which are approved by the Officer Executive (which approval shall not be unreasonably withheld or delayed) (the “Rabbi Trust”), and payments made shall include earnings on the investments made with the assets of the Rabbi Trust, which investments shall consist of short-term investment grade fixed income securities or units of interest in mutual funds or other pooled investment vehicles designed to invest primarily in such securities. Furthermore, this Agreement shall be construed and administered in such manner as shall be necessary to effect compliance with Section 409A.

Compliance with Section 409A of the Code. The Officer, Executive and the Bank and the Holding Company acknowledge that each of the payments and benefits promised to the Officer Executive under this Agreement must either comply with the requirements of section Section 409A of the Code ("Section 409A") and the regulations thereunder or qualify for an exception from compliance. To that end, the Officer, Executive and the Bank and the Holding Company agree that: (a) the The expense reimbursements described in section 7 Section 3(c) and legal fee reimbursements described in section 15 Section 21 are intended to satisfy the requirements for a "“reimbursement plan" ” described in Treasury Regulation section 1.409A-3(i)(1)(iv)(A) and shall be administered to satisfy such requirements; (b) the payment described in section 8(b)(iSection 4(b)(i) is intended to be excepted from compliance with Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(3) as payment made pursuant to the BankCompany’s customary payment timing arrangement; (c) the benefits and payments described in section 8(b)(iiSection 4(b)(ii) are expected to comply with or be excepted from compliance with Section 409A on their own terms; (d) the welfare benefits provided in kind under section 8(b)(iiiSection 4(b)(iii) are intended to be excepted from compliance with Section 409A as welfare benefits pursuant to Treasury Regulation section Section 1.409A-1(a)(5) and/or as benefits not includible in gross income; and (e) the tax indemnity payment provided under section 11 is termination benefits described in Section 22 are intended to satisfy be exempt from Section 409A as certain indemnification and liability insurance plans pursuant to Treasury Regulation Section 1.409A-1(b)(10). With respect to payments under this Agreement, for purposes of Section 409A, each severance payment (if there is more than one payment) will be considered one of a series of separate payments. The Executive and the requirements for a “tax gross-up payment” Bank further agree that, to the extent not otherwise exempt, the termination benefits described in this agreement are intended to be exempt from Section 409A pursuant to Treasury Regulation section 1.409A-3(i)(1)(vSection 1.409A-1(b)(4) as short-term deferrals or as payments pursuant to a separation pay plan pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii). In the case of a payment that is not excepted from compliance with Section 409A, and that is not otherwise designated to be paid immediately upon a permissible payment event within the meaning of Treasury Regulation section Section 1.409A-3(a), the payment shall not be made prior to, and shall, if necessary, be deferred (with interest at the annual rate of 6%, compounded monthly from the date of the Officer’s termination of employment to the date of actual payment) to and paid on the later of the date sixty (60) days after the OfficerExecutive’s earliest separation from service (within the meaning of Treasury Regulation section Section 1.409A-1(h)) and, if the Officer Executive is a specified employee (within the meaning of Treasury Regulation section Section 1.409A-1(i)) on the date of his separation from service, the first day of the seventh month following the OfficerExecutive’s separation from service. Each amount payable under this plan that is required to be deferred beyond the Officer’s separation from service, shall be deposited on the date on which, but for such deferral, the Holding Company would have paid such amount to the Officer, in a grantor trust which meets the requirements of Revenue Procedure 92-65 (as amended or superseded from time to time), the trustee of which shall be a financial institution selected by the Holding Company with the approval of the Officer (which approval shall not be unreasonably withheld or delayed), pursuant to a trust agreement the terms of which are approved by the Officer (which approval shall not be unreasonably withheld or delayed) (the “Rabbi Trust”), and payments made shall include earnings on the investments made with the assets of the Rabbi Trust, which investments shall consist of short-term investment grade fixed income securities or units of interest in mutual funds or other pooled investment vehicles designed to invest primarily in such securities. Furthermore, this Agreement shall be construed and administered in such manner as shall be necessary to effect compliance with Section 409A.

Compliance with Section 409A of the Code. The Officer, the Bank and the Holding Company acknowledge that each of the payments and benefits promised to the Officer under this Agreement must either comply with the requirements of section 409A of the Code ("Section 409A") and the regulations thereunder or qualify for an exception from compliance. To that end, the Officer, the Bank and the Holding Company agree that: (a) the expense reimbursements described in section 7 and legal fee reimbursements described in section 15 14 are intended to satisfy the requirements for a "reimbursement plan" described in Treasury Regulation section 1.409A-3(i)(1)(iv)(A) and shall be administered to satisfy such requirements; (b) the payment described in section 8(b)(i) is intended to be excepted from compliance with Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(3) as payment made pursuant to the Bank’s customary payment timing arrangement; (c) the benefits and payments described in section 8(b)(ii) are expected to comply with or be excepted from compliance with Section 409A on their own terms;; and (d) the welfare benefits provided in kind under section 8(b)(iii) are intended to be excepted from compliance with Section 409A as welfare benefits pursuant to Treasury Regulation section 1.409A-1(a)(5) and/or as benefits not includible in gross income; and (e) the tax indemnity payment provided under section 11 is intended to satisfy the requirements for a “tax gross-up payment” described in Treasury Regulation section 1.409A-3(i)(1)(v). In the case of a payment that is not excepted from compliance with Section 409A, and that is not otherwise designated to be paid immediately upon a permissible payment event within the meaning of Treasury Regulation section 1.409A-3(a), the payment shall not be made prior to, and shall, if necessary, be deferred (with interest at the annual rate of 6%, compounded monthly from the date of the Officer’s termination of employment to the date of actual payment) to and paid on the later of the date sixty (60) days after the Officer’s earliest separation from service (within the meaning of Treasury Regulation section 1.409A-1(h)) and, if the Officer is a specified employee (within the meaning of Treasury Regulation section 1.409A-1(i)) on the date of his separation from service, the first day of the seventh month following the Officer’s separation from service. Each amount payable under this plan that is required to be deferred beyond the Officer’s separation from service, shall be deposited on the date on which, but for such deferral, the Holding Company would have paid such amount to the Officer, in a grantor trust which meets the requirements of Revenue Procedure 92-65 (as amended or superseded from time to time), the trustee of which shall be a financial institution selected by the Holding Company with the approval of the Officer (which approval shall not be unreasonably withheld or delayed), pursuant to a trust agreement the terms of which are approved by the Officer (which approval shall not be unreasonably withheld or delayed) (the “Rabbi Trust”), and payments made shall include earnings on the investments made with the assets of the Rabbi Trust, which investments shall consist of short-term investment grade fixed income securities or units of interest in mutual funds or other pooled investment vehicles designed to invest primarily in such securities. Furthermore, this Agreement shall be construed and administered in such manner as shall be necessary to effect compliance with Section 409A.

Compliance with Section 409A of the Code. The Officer, the Bank Executive and the Holding Company acknowledge that each of the payments and benefits promised to the Officer Executive under this Agreement must either comply with the requirements of section Section 409A of the Code ("Section 409A") and the regulations thereunder or qualify for an exception from compliance. To that end, the Officer, the Bank Executive and the Holding Company agree that: (a) the The expense reimbursements described in section 7 Section 3(c) and legal fee reimbursements described in section 15 Section 23 are intended to satisfy the requirements for a "“reimbursement plan" ” described in Treasury Regulation section 1.409A-3(i)(1)(iv)(A) and shall be administered to satisfy such requirements; (b) the payment described in section 8(b)(iSection 4(b)(i) is intended to be excepted from compliance with Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(3) as payment made pursuant to the BankCompany’s customary payment timing arrangement; (c) the benefits and payments described in section 8(b)(iiSection 4(b)(ii) are expected to comply with or be excepted from compliance with Section 409A on their own terms; (d) the welfare benefits provided in kind under section 8(b)(iiiSection 4(b)(iii) are intended to be excepted from compliance with Section 409A as welfare benefits pursuant to Treasury Regulation section Section 1.409A-1(a)(5) and/or as benefits not includible in gross income; and; (e) the tax indemnity payment provided under section 11 Section 6 is intended to satisfy the requirements for a “tax gross-up payment” described in Treasury Regulation section 1.409A-3(i)(1)(v); and (f) the termination benefits described in Section 24 are intended to be exempt from Section 409A as certain indemnification and liability insurance plans pursuant to Treasury Regulation Section 1.409A-1(b)(10). With respect to payments under this Agreement, for purposes of Section 409A, each severance payment (if there is more than one payment) will be considered one of a series of separate payments. The Executive and the Company further agree that, to the extent not otherwise exempt, the termination benefits described in this agreement are intended to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4) as short-term deferrals or as payments pursuant to a separation pay plan pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii). In the case of a payment that is not excepted from compliance with Section 409A, and that is not otherwise designated to be paid immediately upon a permissible payment event within the meaning of Treasury Regulation section Section 1.409A-3(a), the payment shall not be made prior to, and shall, if necessary, be deferred (with interest at the annual rate of 6%, compounded monthly from the date of the Officer’s termination of employment to the date of actual payment) to and paid on the later of the date sixty (60) days after the OfficerExecutive’s earliest separation from service (within the meaning of Treasury Regulation section Section 1.409A-1(h)) and, if the Officer Executive is a specified employee (within the meaning of Treasury Regulation section Section 1.409A-1(i)) on the date of his separation from service, the first day of the seventh month following the OfficerExecutive’s separation from service. Each amount payable under this plan that is required to be deferred beyond the Officer’s separation from service, shall be deposited on the date on which, but for such deferral, the Holding Company would have paid such amount to the Officer, in a grantor trust which meets the requirements of Revenue Procedure 92-65 (as amended or superseded from time to time), the trustee of which shall be a financial institution selected by the Holding Company with the approval of the Officer (which approval shall not be unreasonably withheld or delayed), pursuant to a trust agreement the terms of which are approved by the Officer (which approval shall not be unreasonably withheld or delayed) (the “Rabbi Trust”), and payments made shall include earnings on the investments made with the assets of the Rabbi Trust, which investments shall consist of short-term investment grade fixed income securities or units of interest in mutual funds or other pooled investment vehicles designed to invest primarily in such securities. Furthermore, this Agreement shall be construed and administered in such manner as shall be necessary to effect compliance with Section 409A.

Compliance with Section 409A of the Code. The Officer, the Bank Executive and the Holding Company acknowledge that each of the payments and benefits promised to the Officer Executive under this Agreement must either comply with the requirements of section Section 409A of the Code ("“Section 409A"”) and the regulations thereunder or qualify for an exception from compliance. To that end, the Officer, the Bank Executive and the Holding Company agree that: (a) the insurance benefits provided in section 6(a) and the indemnification provided in section 6(b) are intended to be excepted from compliance with Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(10) as insurance and indemnification against claims based on acts or omissions as a service provider; (b) the expense reimbursements described in section 7 Section 8, group health plan premium reimbursements described in Section 9(b)(ii)(A) and legal fee reimbursements described in section 15 Section 17 are intended to satisfy the requirements for a "“reimbursement plan" ” described in Treasury Regulation section 1.409A-3(i)(1)(iv)(A) and shall be administered to satisfy such requirements; (bc) the payment described in section 8(b)(iSection 9(b)(i)(A) is intended to be excepted from compliance with Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(3) as payment made pursuant to the BankCompany’s customary payment timing arrangement; (cd) the benefits and payments described in section 8(b)(iiSection 9(b)(i)(B) are expected to comply with or be excepted from compliance with Section 409A on their own terms; (de) the any welfare benefits provided in kind under section 8(b)(iii9(b)(ii)(A) are intended to be excepted from compliance with Section 409A as welfare benefits pursuant to Treasury Regulation section Section 1.409A-1(a)(5) and/or as benefits not includible in gross income; and (ef) the tax indemnity payment provided under section 11 is intended to satisfy the requirements for benefits and payments on a “tax gross-up payment” disability described in Section 10(c) are expected to be excepted from compliance with Section 409A as “disability pay” pursuant to Treasury Regulation section 1.409A-3(i)(1)(v). 1.409A-1(a)(5) In the case of a payment that is not excepted from compliance with Section 409A, and that is not otherwise designated to be paid immediately upon a permissible payment event within the meaning of Treasury Regulation section Section 1.409A-3(a), the payment shall not be made prior to, and shall, if necessary, be deferred (with interest at the annual rate of 6%, compounded monthly from the date of the OfficerExecutive’s termination of employment to the date of actual payment) to and paid on the later of the date sixty (60) days after the OfficerExecutive’s earliest separation from service (within the meaning of Treasury Regulation section 1.409A-1(hRegulation Section 1. 409A-1(h)) and, if the Officer Executive is a specified employee (within the meaning of Treasury Regulation section Section 1.409A-1(i)) on the date of his or her separation from service, the first day of the seventh month following the OfficerExecutive’s separation from service. Each amount payable under this plan that is required to be deferred beyond the Officer’s separation from service, shall be deposited on the date on which, but for such deferral, the Holding Company would have paid such amount to the Officer, in a grantor trust which meets the requirements of Revenue Procedure 92-65 (as amended or superseded from time to time), the trustee of which shall be a financial institution selected by the Holding Company with the approval of the Officer (which approval shall not be unreasonably withheld or delayed), pursuant to a trust agreement the terms of which are approved by the Officer (which approval shall not be unreasonably withheld or delayed) (the “Rabbi Trust”), and payments made shall include earnings on the investments made with the assets of the Rabbi Trust, which investments shall consist of short-term investment grade fixed income securities or units of interest in mutual funds or other pooled investment vehicles designed to invest primarily in such securities. Furthermore, this Agreement shall be construed and administered in such manner as shall be necessary to effect compliance with Section 409A.

Compliance with Section 409A of the Code. The Officer, Executive Chairman and the Bank and the Holding Company acknowledge that each of the payments and benefits promised to the Officer Executive Chairman under this Agreement must either comply with the requirements of section Section 409A of the Code ("Section 409A") and the regulations thereunder or qualify for an exception from compliance. To that end, the Officer, Executive Chairman and the Bank and the Holding Company agree that: (a) the The expense reimbursements described in section 7 Section 3(c) and legal fee reimbursements described in section 15 Section 21 are intended to satisfy the requirements for a "“reimbursement plan" ” described in Treasury Regulation section 1.409A-3(i)(1)(iv)(A) and shall be administered to satisfy such requirements; (b) the payment described in section 8(b)(iSection 4(b)(i) is intended to be excepted from compliance with Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(3) as payment made pursuant to the BankCompany’s customary payment timing arrangement; (c) the benefits and payments described in section 8(b)(iiSection 4(b)(ii) are expected to comply with or be excepted from compliance with Section 409A on their own terms; (d) the welfare benefits provided in kind under section 8(b)(iiiSection 4(b)(iii) are intended to be excepted from compliance with Section 409A as welfare benefits pursuant to Treasury Regulation section Section 1.409A-1(a)(5) and/or as benefits not includible in gross income; and (e) the tax indemnity payment provided under section 11 is termination benefits described in Section 22 are intended to satisfy be exempt from Section 409A as certain indemnification and liability insurance plans pursuant to Treasury Regulation Section 1.409A-1(b)(10). With respect to payments under this Agreement, for purposes of Section 409A, each severance payment (if there is more than one payment) will be considered one of a series of separate payments. The Executive Chairman and the requirements for a “tax gross-up payment” Bank further agree that, to the extent not otherwise exempt, the termination benefits described in this agreement are intended to be exempt from Section 409A pursuant to Treasury Regulation section 1.409A-3(i)(1)(vSection 1.409A-1(b)(4) as short-term deferrals or as payments pursuant to a separation pay plan pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii). In the case of a payment that is not excepted from compliance with Section 409A, and that is not otherwise designated to be paid immediately upon a permissible payment event within the meaning of Treasury Regulation section Section 1.409A-3(a), the payment shall not be made prior to, and shall, if necessary, be deferred (with interest at the annual rate of 6%, compounded monthly from the date of the Officer’s termination of employment to the date of actual payment) to and paid on the later of the date sixty (60) days after the OfficerExecutive Chairman’s earliest separation from service (within the meaning of Treasury Regulation section Section 1.409A-1(h)) and, if the Officer Executive Chairman is a specified employee (within the meaning of Treasury Regulation section Section 1.409A-1(i)) on the date of his separation from service, the first day of the seventh month following the OfficerExecutive Chairman’s separation from service. Each amount payable under this plan that is required to be deferred beyond the Officer’s separation from service, shall be deposited on the date on which, but for such deferral, the Holding Company would have paid such amount to the Officer, in a grantor trust which meets the requirements of Revenue Procedure 92-65 (as amended or superseded from time to time), the trustee of which shall be a financial institution selected by the Holding Company with the approval of the Officer (which approval shall not be unreasonably withheld or delayed), pursuant to a trust agreement the terms of which are approved by the Officer (which approval shall not be unreasonably withheld or delayed) (the “Rabbi Trust”), and payments made shall include earnings on the investments made with the assets of the Rabbi Trust, which investments shall consist of short-term investment grade fixed income securities or units of interest in mutual funds or other pooled investment vehicles designed to invest primarily in such securities. Furthermore, this Agreement shall be construed and administered in such manner as shall be necessary to effect compliance with Section 409A.