Common use of DIVISION OF DEATH PROCEEDS Clause in Contracts

DIVISION OF DEATH PROCEEDS. Subject to Paragraph VII herein, the division of the death proceeds of the Policy is as follows: a. Subject to paragraph VI.1.b below, upon the death of the Insured, the Participant's beneficiary(ies), designated in accordance with Paragraph III, shall be entitled to an amount equal to eighty percent (80%) of the net at risk insurance portion of the proceeds of the Policy. The net at risk insurance portion of a Policy is the total proceeds less the cash value of the Policy. Notwithstanding the foregoing, in the event the Participant [or his or her beneficiary(ies)] becomes entitled to receive the foregoing death benefit prior to the Participant becoming entitled to receive 100% of the benefits, if any, specified in that certain Director Indexed Compensation Benefits Agreement between the Bank and the Participant, effective __________, 19__ (the "Benefits Agreement"), then the Participant [or his or her beneficiary(ies)] shall be entitled to receive the same percentage of the foregoing death benefit as the percentage applicable to the Participant's benefits, if any, under such Agreement immediately prior to the Participant's death or, if earlier, the date on which the Participant [or his or her beneficiary(ies)] commences receiving such death benefit. b. Notwithstanding paragraph VI.1.a above, if the Insured predeceases the Participant after the Participant Retires, becomes Disabled, or otherwise terminates employment (as defined or described in the Benefits Agreement), then the Participant shall be entitled to the amount determined in accordance with paragraph VI.1.a, reduced by (i) the portion of the projected death benefit payable to the Participant's beneficiary(ies) upon the Participant's death, and (ii) the amount of any Index Benefit payments (or payments made in lieu of such Index Benefit payments) made to the Participant or the Participant's beneficiary(ies) pursuant to the terms of the Benefits Agreement and which are determined with reference to the Policy (or any replacement surrogate Policy). Such benefit shall be payable in lump sum or in such periodic installments as may be mutually agreed upon by the Bank and the Participant. Upon the death of the Participant, the remaining unpaid balance of the death benefit to which the Participant is entitled shall be paid to the Participant's beneficiary(ies) in lump sum. In no event shall the Participant and/or the Participant's beneficiary(ies) receive an aggregate benefit under this Agreement exceeding the amount to which the Participant is entitled under paragraph VI.1.a above. 2. The Bank shall be entitled to the remainder of such proceeds. 3. The Bank and the Participant (or beneficiary[ies] or assignee[s]) shall share in any interest due on the death proceeds on a pro rata basis in the ratio that the proceeds due the Bank and the Participant, respectively, bears to the total proceeds, excluding any such interest. 4. In the event that either a Policy is terminated or the proceeds of the Policies are insufficient to provide the benefit specified herein, other than as a result of (i) a termination of this Agreement pursuant to paragraph X or (ii) any intentional act of the Participant which results in the termination of one or more of the Policies, then the Bank shall pay to the Participant's beneficiary(ies) an amount which, when combined with the proceeds of the Policies actually received, will provide a total death benefit equal to the amount to which the Participant [or his beneficiary(ies)] is entitled under this Agreement.

DIVISION OF DEATH PROCEEDS. Subject The Company shall be entitled to Paragraph VII herein, the division of the death proceeds of the Policy is as follows: a. Subject except that, subject to paragraph VI.1.b belowParagraph VII herein, upon beneficiaries designated by the death of the Insured, the Participant's beneficiary(ies), designated Insured in accordance with Paragraph III, shall be entitled to a split dollar share of the death proceeds. 1. If, at the time of his or her death, the Insured is employed by the Company, the Insured employee’s beneficiary(ies), shall be entitled to an amount equal to eighty amount, as follows: (a) If the Insured employee has not yet attained the of age seventy (70), the lesser of $1,329,030, or one hundred percent (80100%) of the net at risk insurance Net At Risk Insurance portion of the proceeds; Net At Risk Insurance portion of the proceeds of the Policy. The net at risk insurance portion of a Policy is the aggregate total proceeds less the cash value of the PolicyPolicies designated herein; (b) If the Insured employee is seventy (70) or older, but not yet age eighty (80), the lesser of $620,214, or one hundred percent (100%) of the Net At Risk Insurance portion of the proceeds; (c) If the Insured employee dies after the attainment of age eighty (80), the lesser of $265,806, or one hundred percent (100%) of the Net At Risk Insurance portion of the proceeds. 2. Notwithstanding If, at the foregoing, in the event the Participant [or time of his or her death, the Insured is no longer employed by the Company but, prior to death, was eligible to receive payments under that certain Executive Supplemental Compensation Agreement dated January 1st, 2002, by and between the Company and the Insured (the SERP Agreement), the Insured’s beneficiary(ies)] becomes entitled to receive the foregoing death benefit prior to the Participant becoming entitled to receive 100% of the benefits, if any, specified in that certain Director Indexed Compensation Benefits Agreement between the Bank and the Participant, effective __________, 19__ (the "Benefits Agreement"), then the Participant [or his or her beneficiary(ies)] shall be entitled to receive an amount, as follows. For purposes of this Paragraph Vi, the same percentage term Applicable Percentage shall refer to the Applicable Percentage as defined in the SERP Agreement and in effect as of the foregoing death benefit as Insured’s last date of employment with the percentage applicable to Company: (a) If the Participant's benefits, if any, under such Agreement immediately prior to Insured has not yet attained the Participant's death or, if earlierof age seventy (70), the date on which Applicable Percentage times the Participant [or his or her beneficiary(ies)] commences receiving such death benefit. b. Notwithstanding paragraph VI.1.a above, if the Insured predeceases the Participant after the Participant Retires, becomes Disabledlesser of $1,329,030, or otherwise terminates employment one hundred percent (as defined or described in 100%) of the Benefits Agreement), then the Participant shall be entitled to the amount determined in accordance with paragraph VI.1.a, reduced by (i) the Net At Risk Insurance portion of the projected death benefit payable to proceeds; (b) If the Participant's beneficiary(iesInsured is seventy (70) upon or older, but not yet age eighty (80), the Participant's deathApplicable Percentage times the lesser of $620,214, and or one hundred percent (ii100%) the amount of any Index Benefit payments (or payments made in lieu of such Index Benefit payments) made to the Participant or the Participant's beneficiary(ies) pursuant to the terms of the Benefits Agreement and which are determined with reference to the Policy (or any replacement surrogate Policy). Such benefit shall be payable in lump sum or in such periodic installments as may be mutually agreed upon by the Bank and the Participant. Upon the death Net At Risk Insurance portion of the Participantproceeds; (c) If the Insured dies after the attainment of age eighty (80), the remaining unpaid balance Applicable Percentage times the lesser of $265,806, or one hundred percent (100%) of the death benefit to which Net At Risk Insurance portion of the Participant is entitled shall be paid to the Participant's beneficiary(ies) in lump sum. In no event shall the Participant and/or the Participant's beneficiary(ies) receive an aggregate benefit under this Agreement exceeding the amount to which the Participant is entitled under paragraph VI.1.a above. 2. The Bank shall be entitled to the remainder of such proceeds. 3. The Bank If the Company no longer employs the Insured at the time of death and the Participant (or beneficiary[ies] or assignee[s]) Insured was not eligible to receive payments under the SERP Agreement prior to death, the beneficiaries’ share of Policy proceeds shall be $50,000. 4. The Company and the Insured’s beneficiaries shall share in any interest due on the death proceeds on a in the same pro rata basis in the ratio that the proceeds due the Bank and the Participantas applies to death proceeds, respectively, bears to the total proceeds, excluding any such interest. 45. In the event that either a the Policy is terminated or the proceeds of the Policies are insufficient to provide the benefit specified herein, other than as a result of (i) a termination of this Agreement pursuant to paragraph X or (ii) any intentional act of the Participant which results in the termination of one or more of the PoliciesX, then the Bank shall pay to the Participant's Insured’s beneficiary(ies) an amount which, when combined with the proceeds of the Policies actually received, which will provide a total after-tax death benefit equal to the amount to which benefit that the Participant [or his beneficiary(ies)] is entitled under this AgreementInsured would have received if the Policy had not been terminated.

DIVISION OF DEATH PROCEEDS. Subject to Paragraph VII Paragraphs 7 and 9 herein, the division of the death proceeds of the Policy policy is as follows: a. Subject to paragraph VI.1.b belowA. Provided that the Insured is either employed by the Bank at the time of death, upon or that the death of Insured is no longer employed by the Bank because he has elected Early or Normal Retirement from the Bank (as defined in the Insured’s Individual Participation Agreement in conjunction with the Nevada Security Bank Executive Supplemental Compensation Plan), then the Participant's Insured’s beneficiary(ies) shall be entitled to the following: i. If the Insured is Sixty-Nine (69) years old or younger at the time of death, then the Insured’s beneficiary(ies), designated in accordance with Paragraph III3, shall be entitled to an receive a total amount equal to eighty the lesser of XXX,XXX. Dollars or one hundred percent (80100%) of the net at risk insurance Net-at-Risk portion of the proceeds from the Policy(ies). For the purposes of this Agreement, the Policy. The net at risk Net-at-Risk insurance portion of a Policy is the total proceeds of the Policy less the cash value of the Policy. Notwithstanding The Executive may elect to reduce their death benefit in the foregoingfuture at any time provided that they have written authorization from their spouse or primary beneficiary. ii. If the Insured dies after attaining the age of Seventy (70), but before attaining the age of Eighty (80) years old, then the Insured’s beneficiary(ies), designated in accordance with Paragraph 3, shall be entitled to receive a total amount equal to the lesser of XXX,XXX Dollars or one hundred percent (100%) of the Net-at-Risk portion of the proceeds from the Policy(ies). iii. If the Insured dies after attaining Eighty (80) years of age, then the Insured’s beneficiaries, designated in accordance with Paragraph 3, shall be entitled to receive a total amount equal to the lesser of XXX,XXX Dollars or one hundred percent (100%) of the Net-at-Risk portion of the proceeds from the Policy(ies). B. In the event the Insured is forced to terminate his position as a result of Disability, or, in the event the Participant [Insured’s position as an Executive is terminated as a result of a Change in Control or his or her beneficiary(ies)] becomes entitled to receive the foregoing death benefit prior to the Participant becoming entitled to receive 100% as an event of the benefits, if any, specified in that certain Director Indexed Compensation Benefits Agreement between the Bank and the Participant, effective __________, 19__ (the "Benefits Agreement")Constructive Termination, then the Participant [or his or her beneficiary(ies)] Insured’s beneficiaries shall be entitled to receive the same percentage amounts to which they would otherwise be entitled under Paragraph 6A above. C. Should the Executive be involuntarily terminated (other than as a result of a Change in Control or as an event of Constructive Termination) before the Early Retirement Age specified in his Executive Supplemental Compensation Agreement, then Insured’s beneficiary(ies) will receive Eighty Percent (80%) of the foregoing death benefit as the percentage applicable to the Participant's benefits, if any, under such Agreement immediately prior to the Participant's death or, if earlier, the date on which the Participant [or his or her beneficiary(ies)] commences receiving such death benefit. b. Notwithstanding paragraph VI.1.a above, if the Insured predeceases the Participant after the Participant Retires, becomes Disabled, or otherwise terminates employment (as defined or described in the Benefits Agreement), then the Participant shall be entitled to the amount determined in accordance with paragraph VI.1.a, reduced by (i) the Net-at-Risk portion of the projected death benefit payable proceeds under the Policy(ies). For the purposes of this Agreement, a termination shall be considered involuntary if Insured’s position as an Executive is terminated by the Bank, and such termination is not For Cause, not as a Result of a Change in Control, and not as a result of Disability. D. Should the Executive be Terminated for Cause or should he Voluntarily resign his positions as an Executive before the Early Retirement Age specified in their Executive Supplemental Compensation Agreement, the beneficiary(ies) will receive a total amount equal to the Participant's beneficiary(ieslesser of Twenty-Five Thousand Dollars ($25,000) upon the Participant's death, and in death benefits or One Hundred Percent (ii100%) the amount of any Index Benefit payments (or payments made in lieu of such Index Benefit payments) made to the Participant or the Participant's beneficiary(ies) pursuant to the terms of the Benefits Agreement and which are determined with reference to the Policy (or any replacement surrogate Policy). Such benefit shall be payable in lump sum or in such periodic installments as may be mutually agreed upon by the Bank and the Participant. Upon the death Net-at-Risk portion of the Participant, proceeds under the remaining unpaid balance of the death benefit to which the Participant is entitled shall be paid to the Participant's beneficiary(ies) in lump sum. In no event shall the Participant and/or the Participant's beneficiary(ies) receive an aggregate benefit under this Agreement exceeding the amount to which the Participant is entitled under paragraph VI.1.a abovePolicy(ies). 2. The Bank shall be entitled to the remainder of such proceeds. 3. E. The Bank and the Participant Insured (or beneficiary[ies] or assignee[s]assignees) shall share in any interest due on the death proceeds on a pro rata basis in the ratio that as the proceeds due the Bank and the Participant, respectively, each respectively bears to the total proceeds, excluding any such interest. 4. F. In the event that either a Policy the Policy(ies) is terminated or the proceeds of the Policies Policy(ies) are insufficient to provide the benefit specified herein, other than as a result of (i) a termination of this Agreement pursuant to paragraph X or (ii) any intentional act of the Participant Insured which results in the termination of one or more of the PoliciesPolicy(ies), then the Bank shall pay to the Participant's Insured’s beneficiary(ies) an amount which, when combined with the proceeds of the Policies Policy(ies) actually received, will provide a total after tax death benefit equal to the amount to which the Participant [benefit level specified in Subparagraphs 6 (A), (B), (C) or his beneficiary(ies(D)] is entitled under this Agreement.

DIVISION OF DEATH PROCEEDS. Subject to Paragraph VII Paragraphs 7 and 9 herein, the parties agree to the division of the death proceeds of the Policy is as follows: a. Subject to paragraph VI.1.b below, upon A. Upon the death of the Insured, provided that the Participant's Insured is either employed by the Bank at the time of Insured’s death or that the Insured is no longer employed by the Bank because he has elected Early or Normal Retirement from the Bank prior to the Insured’s death (as defined in the Insured’s Executive Supplemental Compensation Agreement, as amended), then the Insured’s beneficiary(ies) depending on the age of the Insured at time of death shall be entitled to the following: i. If the Insured is Sixty-Nine (69) years old or younger at the time of death, then the Insured’s beneficiary(ies), designated in accordance with Paragraph III3, shall be entitled to an receive a total amount equal to eighty the lesser of Nine Hundred and Twenty-Five Thousand, One Hundred and Fifty ($925,150) Dollars or one hundred percent (80100%) of the net at risk insurance Net-at-Risk portion of the proceeds of from the Policy. The net at risk For the purposes of this Agreement, the Net-at-Risk insurance portion of a Policy is the total proceeds of the Policy less the cash value of the Policy. Notwithstanding the foregoing, The Executive may elect to reduce their death benefit in the event future at any time provided that they have written authorization from their spouse or primary beneficiary. ii. If the Participant [or his or her beneficiary(iesInsured dies after attaining the age of Seventy (70)] becomes entitled to receive , but before attaining the foregoing death benefit prior to the Participant becoming entitled to receive 100% age of the benefits, if any, specified in that certain Director Indexed Compensation Benefits Agreement between the Bank and the Participant, effective __________, 19__ Eighty (the "Benefits Agreement")80) years old, then the Participant [or his or her Insured’s beneficiary(ies)] , designated in accordance with Paragraph 3, shall be entitled to receive a total amount equal to the same percentage lesser of Six Hundred and Forty-Seven Thousand, Six Hundred and Five ($647,605) Dollars or one hundred percent (100%) of the foregoing death benefit as Net-at-Risk portion of the percentage applicable to proceeds from the Participant's benefits, if any, under such Agreement immediately prior to the Participant's death or, if earlier, the date on which the Participant [or his or her beneficiary(ies)] commences receiving such death benefitPolicy. b. Notwithstanding paragraph VI.1.a above, if iii. If the Insured predeceases the Participant dies after the Participant Retires, becomes Disabled, or otherwise terminates employment attaining Eighty (as defined or described in the Benefits Agreement)80) years of age, then the Participant Insured’s beneficiaries, designated in accordance with Paragraph 3, shall be entitled to receive a total amount equal to the lesser of Three Hundred and Seventy Thousand, and Sixty ($370,060) Dollars or one hundred percent (100%) of the Net-at-Risk portion of the proceeds from the Policy. B. In the event the Insured is forced to terminate his employment with the Bank as a result of Disability, then the Insured’s beneficiaries depending on the age of the Insured at time of death shall be entitled to the amount determined same benefit amounts set forth under Paragraph 6A. C. Should the Executive be involuntarily terminated before the Early Retirement Age specified in his Executive Supplemental Compensation Agreement, as amended then this Agreement shall terminate in accordance with paragraph VI.1.a, reduced Paragraph 9 and no benefits provided by (i) the portion of the projected death benefit payable to the Participant's beneficiary(ies) upon the Participant's death, and (ii) the amount of any Index Benefit payments (or payments made in lieu of such Index Benefit payments) made to the Participant or the Participant's beneficiary(ies) pursuant to the terms of the Benefits this Agreement and which are determined with reference to the Policy (or any replacement surrogate Policy). Such benefit shall be payable in lump sum or in such periodic installments as may be mutually agreed upon by the Bank and the Participant. Upon the death of the Participant, the remaining unpaid balance of the death benefit to which the Participant is entitled shall be paid to Insured or Insured’s beneficiary(ies). D. Should the Participant's Executive be Terminated for Cause or should he Voluntarily resign his positions as an Executive before the Early Retirement Age specified in Insured’s Executive Supplemental Compensation Agreement, as amended, the beneficiary(ies) will receive a total of the lesser of Twenty-Five Thousand Dollars ($25,000) in lump sum. In no event shall death benefits or One Hundred Percent (100%) of the Participant and/or Net-at-Risk portion of the Participant's beneficiary(ies) receive an aggregate benefit proceeds under this Agreement exceeding the amount to which Policy at the Participant is entitled under paragraph VI.1.a abovetime of Insured’s death. 2. The Bank shall be entitled to the remainder of such proceeds. 3. E. The Bank and the Participant Insured (or beneficiary[ies] or assignee[s]assignees) shall share in any interest due on the death proceeds on a pro rata basis in the ratio that as the proceeds due the Bank and the Participant, respectively, each respectively bears to the total proceeds, excluding any such interest. 4. F. In the event that either a the Policy is terminated or by the proceeds of the Policies are insufficient to provide the benefit specified hereinBank, other than as a result of (i) a termination of this Agreement pursuant to paragraph X or (ii) any intentional act of the Participant Insured which results in the termination of one or more of the Policiespolicy, then the Bank upon the death of the Insured shall pay the benefit specified in Subparagraphs 6 (A),(B),(C), or (D) to the Participant's Insured’s beneficiary(ies) an ), as named on the last written beneficiary designation in force under the Policy. The amount which, when combined with paid by the proceeds Bank shall be equivalent to the after tax value of the Policies actually received, will provide a total benefits which would have been paid at the time of the death benefit equal to of the amount to which Insured if the Participant [or his beneficiary(ies)] is entitled under this AgreementPolicy had not been terminated.

DIVISION OF DEATH PROCEEDS. Subject to Paragraph VII Paragraphs 7 and 9 herein, the parties agree to the division of the death proceeds of the Policy is as follows: a. Subject A. Provided that, either (i) the Insured was either employed by the Bank at the time of Insured’s death or (ii) the Insured was no longer employed by the Bank because he had elected Early or Normal Retirement from the Bank prior to paragraph VI.1.b belowthe Insured’s death (as defined in the Insured’s Executive Supplemental Compensation Agreement, as amended), then upon the death of the Insured, the Participant's Insured’s beneficiary(ies) depending on the age of the Insured at time of death shall be entitled to the following: i. If the Insured is Sixty-Nine (69) years old or younger at the time of death, then the Insured’s beneficiary(ies), designated in accordance with Paragraph III3, shall be entitled to an receive a total amount equal to eighty the lesser of Eight Hundred and Twenty-Two Thousand, Four Hundred and Sixty ($822,460) Dollars or one hundred percent (80100%) of the net at risk insurance Net-at-Risk portion of the proceeds of from the Policy. The net at risk For the purposes of this Agreement, the Net-at-Risk insurance portion of a Policy is the total proceeds of the Policy less the cash value of the Policy. Notwithstanding the foregoing, The Executive may elect to reduce his death benefit in the event future at any time provided that he has written authorization from his spouse or primary beneficiary. ii. If the Participant [or his or her beneficiary(iesInsured dies after attaining the age of Seventy (70)] becomes entitled to receive , but before attaining the foregoing death benefit prior to the Participant becoming entitled to receive 100% age of the benefits, if any, specified in that certain Director Indexed Compensation Benefits Agreement between the Bank and the Participant, effective __________, 19__ Eighty (the "Benefits Agreement")80) years old, then the Participant [or his or her Insured’s beneficiary(ies)] , designated in accordance with Paragraph 3, shall be entitled to receive a total amount equal to the same percentage lesser of Five Hundred and Seventy-Five Thousand, Seven Hundred and Twenty-Two ($575,722) Dollars or one hundred percent (100%) of the foregoing death benefit as Net-at-Risk portion of the percentage applicable to proceeds from the Participant's benefits, if any, under such Agreement immediately prior to the Participant's death or, if earlier, the date on which the Participant [or his or her beneficiary(ies)] commences receiving such death benefitPolicy. b. Notwithstanding paragraph VI.1.a above, if iii. If the Insured predeceases the Participant dies after the Participant Retires, becomes Disabled, or otherwise terminates employment attaining Eighty (as defined or described in the Benefits Agreement)80) years of age, then the Participant Insured’s beneficiaries, designated in accordance with Paragraph 3, shall be entitled to receive a total amount equal to the lesser of Three Hundred and Twenty-Eight Thousand, Nine Hundred and Eighty-Four ($328,984) Dollars or one hundred percent (100%) of the Net-at-Risk portion of the proceeds from the Policy. B. In the event the Insured is forced to terminate his employment with the Bank as a result of Disability, then upon the death of the Insured, the Insured’s beneficiaries shall be entitled to the amount determined in accordance with paragraph VI.1.a, reduced by same benefit amounts set forth under Paragraph 6A. C. In the event (i) the portion Insured is Terminated for Cause from the Bank or (ii) the Insured terminates employment with the Bank as a result of the projected death benefit payable a Voluntary Termination that occurs prior to the Participant's Insured reaching Early Retirement Age as specified in Insured’s Executive Supplemental Compensation Agreement, as amended, then the Executive’s beneficiary(ies) upon the Participant's death, and (ii) the amount of any Index Benefit payments (or payments made in lieu of such Index Benefit payments) made to the Participant or the Participant's beneficiary(ies) pursuant to the terms Executive’s death will receive a total of the Benefits Agreement and which are determined with reference to lesser of Twenty-Five Thousand Dollars ($25,000) in death benefits or One Hundred Percent (100%) of the Net-at-Risk portion of the proceeds under the Policy (or any replacement surrogate Policy). Such benefit shall be payable in lump sum or in such periodic installments as may be mutually agreed upon by at the Bank and the Participant. Upon the death time of the Participant, the remaining unpaid balance of the death benefit to which the Participant is entitled shall be paid to the Participant's beneficiary(ies) in lump sum. In no event shall the Participant and/or the Participant's beneficiary(ies) receive an aggregate benefit under this Agreement exceeding the amount to which the Participant is entitled under paragraph VI.1.a aboveInsured’s death. 2. The Bank shall be entitled to the remainder of such proceeds. 3. D. The Bank and the Participant Insured (or beneficiary[ies] or assignee[s]assignees) shall share in any interest due on the death proceeds on a pro rata basis in the ratio that as the proceeds due the Bank and the Participant, respectively, each respectively bears to the total proceeds, excluding any such interest. 4. E. In the event that either a the Policy is terminated or by the proceeds of the Policies are insufficient to provide the benefit specified hereinBank, other than as a result of (i) a termination of this Agreement pursuant to paragraph X or (ii) any intentional act of the Participant Insured which results in causes the termination of one or more of the Policiespolicy to terminate, then the Bank upon the death of the Insured shall pay the benefit specified in Subparagraphs 6 (A),(B),(C), or (D) to the Participant's Insured’s beneficiary(ies) an ), as named on the last written beneficiary designation in force under the Policy. The amount which, when combined with paid by the proceeds Bank shall be equivalent to the after tax value of the Policies actually received, will provide a total benefits which would have been paid at the time of the death benefit equal to of the amount to which Insured if the Participant [or his beneficiary(ies)] is entitled under this AgreementPolicy had not been terminated.

DIVISION OF DEATH PROCEEDS. Subject to Paragraph VII Paragraphs 7 and 9 herein, the parties agree to the division of the death proceeds of the Policy is as follows: a. Subject A. Provided that, either (i) the Insured was either employed by the Bank at the time of Insured’s death or (ii) the Insured was no longer employed by the Bank because he had elected Early or Normal Retirement from the Bank prior to paragraph VI.1.b belowthe Insured’s death (as defined in the Insured’s Executive Supplemental Compensation Agreement, as amended), then upon the death of the Insured, the Participant's Insured’s beneficiary(ies) depending on the age of the Insured at time of death shall be entitled to the following: i. If the Insured is Sixty-Nine (69) years old or younger at the time of death, then the Insured’s beneficiary(ies), designated in accordance with Paragraph III3, shall be entitled to an receive a total amount equal to eighty the lesser of $925,150 or one hundred percent (80100%) of the net at risk insurance Net-at-Risk portion of the proceeds of from the Policy. The net at risk For the purposes of this Agreement, the Net-at-Risk insurance portion of a Policy is the total proceeds of the Policy less the cash value of the Policy. Notwithstanding the foregoing, The Executive may elect to reduce his death benefit in the event future at any time provided that he has written authorization from his spouse or primary beneficiary. ii. If the Participant [or his or her beneficiary(iesInsured dies after attaining the age of Seventy (70)] becomes entitled to receive , but before attaining the foregoing death benefit prior to the Participant becoming entitled to receive 100% age of the benefits, if any, specified in that certain Director Indexed Compensation Benefits Agreement between the Bank and the Participant, effective __________, 19__ Eighty (the "Benefits Agreement")80) years old, then the Participant [or his or her Insured’s beneficiary(ies)] , designated in accordance with Paragraph 3, shall be entitled to receive a total amount equal to the same percentage lesser of $647,605 or one hundred percent (100%) of the foregoing death benefit as Net-at-Risk portion of the percentage applicable to proceeds from the Participant's benefits, if any, under such Agreement immediately prior to the Participant's death or, if earlier, the date on which the Participant [or his or her beneficiary(ies)] commences receiving such death benefitPolicy. b. Notwithstanding paragraph VI.1.a above, if iii. If the Insured predeceases the Participant dies after the Participant Retires, becomes Disabled, or otherwise terminates employment attaining Eighty (as defined or described in the Benefits Agreement)80) years of age, then the Participant Insured’s beneficiaries, designated in accordance with Paragraph 3, shall be entitled to receive a total amount equal to the lesser of $370,060) Dollars or one hundred percent (100%) of the Net-at-Risk portion of the proceeds from the Policy. B. In the event the Insured is forced to terminate his employment with the Bank as a result of Disability, then upon the death of the Insured, the Insured’s beneficiaries shall be entitled to the amount determined in accordance with paragraph VI.1.a, reduced by same benefit amounts set forth under Paragraph 6A. C. In the event (i) the portion Insured is Terminated for Cause from the Bank or (ii) the Insured terminates employment with the Bank as a result of the projected death benefit payable a Voluntary Termination that occurs prior to the Participant's Insured reaching Early Retirement Age as specified in Insured’s Executive Supplemental Compensation Agreement, as amended, then the Executive’s beneficiary(ies) upon the Participant's death, and (ii) the amount of any Index Benefit payments (or payments made in lieu of such Index Benefit payments) made to the Participant or the Participant's beneficiary(ies) pursuant to the terms Executive’s death will receive a total of the Benefits Agreement and which are determined with reference to lesser of Twenty-Five Thousand Dollars ($25,000) in death benefits or One Hundred Percent (100%) of the Net-at-Risk portion of the proceeds under the Policy (or any replacement surrogate Policy). Such benefit shall be payable in lump sum or in such periodic installments as may be mutually agreed upon by at the Bank and the Participant. Upon the death time of the Participant, the remaining unpaid balance of the death benefit to which the Participant is entitled shall be paid to the Participant's beneficiary(ies) in lump sum. In no event shall the Participant and/or the Participant's beneficiary(ies) receive an aggregate benefit under this Agreement exceeding the amount to which the Participant is entitled under paragraph VI.1.a aboveInsured’s death. 2. The Bank shall be entitled to the remainder of such proceeds. 3. D. The Bank and the Participant Insured (or beneficiary[ies] or assignee[s]assignees) shall share in any interest due on the death proceeds on a pro rata basis in the ratio that as the proceeds due the Bank and the Participant, respectively, each respectively bears to the total proceeds, excluding any such interest. 4. E. In the event that either a the Policy is terminated or by the proceeds of the Policies are insufficient to provide the benefit specified hereinBank, other than as a result of (i) a termination of this Agreement pursuant to paragraph X or (ii) any intentional act of the Participant Insured which results in causes the termination of one or more of the Policiespolicy to terminate, then the Bank upon the death of the Insured shall pay the benefit specified in Subparagraphs 6 (A),(B),(C), or (D) to the Participant's Insured’s beneficiary(ies) an ), as named on the last written beneficiary designation in force under the Policy. The amount which, when combined with paid by the proceeds Bank shall be equivalent to the after tax value of the Policies actually received, will provide a total benefits which would have been paid at the time of the death benefit equal to of the amount to which Insured if the Participant [or his beneficiary(ies)] is entitled under this AgreementPolicy had not been terminated.

DIVISION OF DEATH PROCEEDS. Subject to Paragraph VII Paragraphs 7 and 9 herein, the parties agree to the division of the death proceeds of the Policy is as follows: a. Subject to paragraph VI.1.b below, upon A. Upon the death of the Insured, provided that the Participant's Insured is either employed by the Bank at the time of Insured’s death or that the Insured is no longer employed by the Bank because he has elected Early or Normal Retirement from the Bank prior to the Insured’s death (as defined in the Insured’s Executive Supplemental Compensation Agreement, as amended), then the Insured’s beneficiary(ies) depending on the age of the Insured at time of death shall be entitled to the following: i. If the Insured is Sixty-Nine (69) years old or younger at the time of death, then the Insured’s beneficiary(ies), designated in accordance with Paragraph III3, shall be entitled to an receive a total amount equal to eighty the lesser of Nine Hundred and Twenty-Three Thousand, Seven Hundred and Eighty ($923,780) Dollars or one hundred percent (80100%) of the net at risk insurance Net-at-Risk portion of the proceeds of from the Policy. The net at risk For the purposes of this Agreement, the Net-at-Risk insurance portion of a Policy is the total proceeds of the Policy less the cash value of the Policy. Notwithstanding the foregoing, The Executive may elect to reduce their death benefit in the event future at any time provided that they have written authorization from their spouse or primary beneficiary. ii. If the Participant [or his or her beneficiary(iesInsured dies after attaining the age of Seventy (70)] becomes entitled to receive , but before attaining the foregoing death benefit prior to the Participant becoming entitled to receive 100% age of the benefits, if any, specified in that certain Director Indexed Compensation Benefits Agreement between the Bank and the Participant, effective __________, 19__ Eighty (the "Benefits Agreement")80) years old, then the Participant [or his or her Insured’s beneficiary(ies)] , designated in accordance with Paragraph 3, shall be entitled to receive a total amount equal to the same percentage lesser of Six Hundred and Forty-Six Thousand, Six Hundred and Forty-Six ($646,646) Dollars or one hundred percent (100%) of the foregoing death benefit as Net-at-Risk portion of the percentage applicable to proceeds from the Participant's benefits, if any, under such Agreement immediately prior to the Participant's death or, if earlier, the date on which the Participant [or his or her beneficiary(ies)] commences receiving such death benefitPolicy. b. Notwithstanding paragraph VI.1.a above, if iii. If the Insured predeceases the Participant dies after the Participant Retires, becomes Disabled, or otherwise terminates employment attaining Eighty (as defined or described in the Benefits Agreement)80) years of age, then the Participant Insured’s beneficiaries, designated in accordance with Paragraph 3, shall be entitled to receive a total amount equal to the lesser of Three Hundred and Sixty-Nine Thousand, Five Hundred and Twelve ($369,512) Dollars or one hundred percent (100%) of the Net-at-Risk portion of the proceeds from the Policy. B. In the event the Insured is forced to terminate his employment with the Bank as a result of Disability, then the Insured’s beneficiaries depending on the age of the Insured at time of death shall be entitled to the amount determined same benefit amounts set forth under Paragraph 6A. C. Should the Executive be involuntarily terminated before the Early Retirement Age specified in his Executive Supplemental Compensation Agreement, as amended then this Agreement shall terminate in accordance with paragraph VI.1.a, reduced Paragraph 9 and no benefits provided by (i) the portion of the projected death benefit payable to the Participant's beneficiary(ies) upon the Participant's death, and (ii) the amount of any Index Benefit payments (or payments made in lieu of such Index Benefit payments) made to the Participant or the Participant's beneficiary(ies) pursuant to the terms of the Benefits this Agreement and which are determined with reference to the Policy (or any replacement surrogate Policy). Such benefit shall be payable in lump sum or in such periodic installments as may be mutually agreed upon by the Bank and the Participant. Upon the death of the Participant, the remaining unpaid balance of the death benefit to which the Participant is entitled shall be paid to Insured or Insured’s beneficiary(ies). D. Should the Participant's Executive be Terminated for Cause or should he Voluntarily resign his positions as an Executive before the Early Retirement Age specified in Insured’s Executive Supplemental Compensation Agreement, as amended, the beneficiary(ies) will receive a total of the lesser of Twenty-Five Thousand Dollars ($25,000) in lump sum. In no event shall death benefits or One Hundred Percent (100%) of the Participant and/or Net-at-Risk portion of the Participant's beneficiary(ies) receive an aggregate benefit proceeds under this Agreement exceeding the amount to which Policy at the Participant is entitled under paragraph VI.1.a abovetime of Insured’s death. 2. The Bank shall be entitled to the remainder of such proceeds. 3. E. The Bank and the Participant Insured (or beneficiary[ies] or assignee[s]assignees) shall share in any interest due on the death proceeds on a pro rata basis in the ratio that as the proceeds due the Bank and the Participant, respectively, each respectively bears to the total proceeds, excluding any such interest. 4. F. In the event that either a the Policy is terminated or by the proceeds of the Policies are insufficient to provide the benefit specified hereinBank, other than as a result of (i) a termination of this Agreement pursuant to paragraph X or (ii) any intentional act of the Participant Insured which results in the termination of one or more of the Policiespolicy, then the Bank upon the death of the Insured shall pay the benefit specified in Subparagraphs 6 (A),(B),(C), or (D) to the Participant's Insured’s beneficiary(ies) an ), as named on the last written beneficiary designation in force under the Policy. The amount which, when combined with paid by the proceeds Bank shall be equivalent to the after tax value of the Policies actually received, will provide a total benefits which would have been paid at the time of the death benefit equal to of the amount to which Insured if the Participant [or his beneficiary(ies)] is entitled under this AgreementPolicy had not been terminated.

DIVISION OF DEATH PROCEEDS. Subject to Paragraph VII Paragraphs 7 and 9 herein, the parties agree to the division of the death proceeds of the Policy is as follows: a. Subject to paragraph VI.1.b below, upon A. Upon the death of the Insured, provided that the Participant's Insured is either employed by the Bank at the time of Insured’s death or that the Insured is no longer employed by the Bank because he has elected Early or Normal Retirement from the Bank prior to the Insured’s death (as defined in the Insured’s Executive Supplemental Compensation Agreement, as amended), then the Insured’s beneficiary(ies) depending on the age of the Insured at time of death shall be entitled to the following: i. If the Insured is Sixty-Nine (69) years old or younger at the time of death, then the Insured’s beneficiary(ies), designated in accordance with Paragraph III3, shall be entitled to an receive a total amount equal to eighty the lesser of One Million, Three Hundred and Thirteen Thousand, Nine Hundred and Ninety ($1,313,990) Dollars or one hundred percent (80100%) of the net at risk insurance Net-at-Risk portion of the proceeds of from the Policy. The net at risk For the purposes of this Agreement, the Net-at-Risk insurance portion of a Policy is the total proceeds of the Policy less the cash value of the Policy. Notwithstanding the foregoing, The Executive may elect to reduce their death benefit in the event future at any time provided that they have written authorization from their spouse or primary beneficiary. ii. If the Participant [or his or her beneficiary(iesInsured dies after attaining the age of Seventy (70)] becomes entitled to receive , but before attaining the foregoing death benefit prior to the Participant becoming entitled to receive 100% age of the benefits, if any, specified in that certain Director Indexed Compensation Benefits Agreement between the Bank and the Participant, effective __________, 19__ Eighty (the "Benefits Agreement")80) years old, then the Participant [or his or her Insured’s beneficiary(ies)] , designated in accordance with Paragraph 3, shall be entitled to receive a total amount equal to the same percentage lesser of Nine Hundred and Nineteen Thousand, Seven Hundred and Ninety-Three ($919,793) Dollars or one hundred percent (100%) of the foregoing death benefit as Net-at-Risk portion of the percentage applicable to proceeds from the Participant's benefits, if any, under such Agreement immediately prior to the Participant's death or, if earlier, the date on which the Participant [or his or her beneficiary(ies)] commences receiving such death benefitPolicy. b. Notwithstanding paragraph VI.1.a above, if iii. If the Insured predeceases the Participant dies after the Participant Retires, becomes Disabled, or otherwise terminates employment attaining Eighty (as defined or described in the Benefits Agreement)80) years of age, then the Participant Insured’s beneficiaries, designated in accordance with Paragraph 3, shall be entitled to receive a total amount equal to the lesser of Five Hundred and Twenty-Five Thousand, Five Hundred and Ninety-Six ($525,596) Dollars or one hundred percent (100%) of the Net-at-Risk portion of the proceeds from the Policy. B. In the event the Insured is forced to terminate his employment with the Bank as a result of Disability, then the Insured’s beneficiaries depending on the age of the Insured at time of death shall be entitled to the amount determined same benefit amounts set forth under Paragraph 6A. C. Should the Executive be involuntarily terminated before the Early Retirement Age specified in his Executive Supplemental Compensation Agreement, as amended then this Agreement shall terminate in accordance with paragraph VI.1.a, reduced Paragraph 9 and no benefits provided by (i) the portion of the projected death benefit payable to the Participant's beneficiary(ies) upon the Participant's death, and (ii) the amount of any Index Benefit payments (or payments made in lieu of such Index Benefit payments) made to the Participant or the Participant's beneficiary(ies) pursuant to the terms of the Benefits this Agreement and which are determined with reference to the Policy (or any replacement surrogate Policy). Such benefit shall be payable in lump sum or in such periodic installments as may be mutually agreed upon by the Bank and the Participant. Upon the death of the Participant, the remaining unpaid balance of the death benefit to which the Participant is entitled shall be paid to Insured or Insured’s beneficiary(ies). D. Should the Participant's Executive be Terminated for Cause or should he Voluntarily resign his positions as an Executive before the Early Retirement Age specified in Insured’s Executive Supplemental Compensation Agreement, as amended, the beneficiary(ies) will receive a total of the lesser of Twenty-Five Thousand Dollars ($25,000) in lump sum. In no event shall death benefits or One Hundred Percent (100%) of the Participant and/or Net-at-Risk portion of the Participant's beneficiary(ies) receive an aggregate benefit proceeds under this Agreement exceeding the amount to which Policy at the Participant is entitled under paragraph VI.1.a abovetime of Insured’s death. 2. The Bank shall be entitled to the remainder of such proceeds. 3. E. The Bank and the Participant Insured (or beneficiary[ies] or assignee[s]assignees) shall share in any interest due on the death proceeds on a pro rata basis in the ratio that as the proceeds due the Bank and the Participant, respectively, each respectively bears to the total proceeds, excluding any such interest. 4. F. In the event that either a the Policy is terminated or by the proceeds of the Policies are insufficient to provide the benefit specified hereinBank, other than as a result of (i) a termination of this Agreement pursuant to paragraph X or (ii) any intentional act of the Participant Insured which results in the termination of one or more of the Policiespolicy, then the Bank upon the death of the Insured shall pay the benefit specified in Subparagraphs 6 (A),(B),(C), or (D) to the Participant's Insured’s beneficiary(ies) an ), as named on the last written beneficiary designation in force under the Policy. The amount which, when combined with paid by the proceeds Bank shall be equivalent to the after tax value of the Policies actually received, will provide a total benefits which would have been paid at the time of the death benefit equal to of the amount to which Insured if the Participant [or his beneficiary(ies)] is entitled under this AgreementPolicy had not been terminated.

DIVISION OF DEATH PROCEEDS. Subject to Paragraph VII Paragraphs 7 and 9 herein, the parties agree to the division of the death proceeds of the Policy is as follows: a. Subject A. Provided that, either (i) the Insured was either employed by the Bank at the time of Insured’s death or (ii) the Insured was no longer employed by the Bank because he had elected Early or Normal Retirement from the Bank prior to paragraph VI.1.b belowthe Insured’s death (as defined in the Insured’s Executive Supplemental Compensation Agreement, as amended), then upon the death of the Insured, the Participant's Insured’s beneficiary(ies) depending on the age of the Insured at time of death shall be entitled to the following: i. If the Insured is Sixty-Nine (69) years old or younger at the time of death, then the Insured’s beneficiary(ies), designated in accordance with Paragraph III3, shall be entitled to an receive a total amount equal to eighty the lesser of One Million, Three Hundred and Thirteen Thousand, Nine Hundred and Ninety ($1,313,990) Dollars or one hundred percent (80100%) of the net at risk insurance Net-at-Risk portion of the proceeds of from the Policy. The net at risk For the purposes of this Agreement, the Net-at-Risk insurance portion of a Policy is the total proceeds of the Policy less the cash value of the Policy. Notwithstanding the foregoing, The Executive may elect to reduce his death benefit in the event future at any time provided that he has written authorization from his spouse or primary beneficiary. ii. If the Participant [or his or her beneficiary(iesInsured dies after attaining the age of Seventy (70)] becomes entitled to receive , but before attaining the foregoing death benefit prior to the Participant becoming entitled to receive 100% age of the benefits, if any, specified in that certain Director Indexed Compensation Benefits Agreement between the Bank and the Participant, effective __________, 19__ Eighty (the "Benefits Agreement")80) years old, then the Participant [or his or her Insured’s beneficiary(ies)] , designated in accordance with Paragraph 3, shall be entitled to receive a total amount equal to the same percentage lesser of Nine Hundred and Nineteen Thousand, Seven Hundred and Ninety-Three ($919,793) Dollars or one hundred percent (100%) of the foregoing death benefit as Net-at-Risk portion of the percentage applicable to proceeds from the Participant's benefits, if any, under such Agreement immediately prior to the Participant's death or, if earlier, the date on which the Participant [or his or her beneficiary(ies)] commences receiving such death benefitPolicy. b. Notwithstanding paragraph VI.1.a above, if iii. If the Insured predeceases the Participant dies after the Participant Retires, becomes Disabled, or otherwise terminates employment attaining Eighty (as defined or described in the Benefits Agreement)80) years of age, then the Participant Insured’s beneficiaries, designated in accordance with Paragraph 3, shall be entitled to receive a total amount equal to the lesser of Five Hundred and Twenty-Five Thousand, Five Hundred and Ninety-Six ($525,596) Dollars or one hundred percent (100%) of the Net-at-Risk portion of the proceeds from the Policy. B. In the event the Insured is forced to terminate his employment with the Bank as a result of Disability, then upon the death of the Insured, the Insured’s beneficiaries shall be entitled to the amount determined in accordance with paragraph VI.1.a, reduced by same benefit amounts set forth under Paragraph 6A. C. In the event (i) the portion Insured is Terminated for Cause from the Bank or (ii) the Insured terminates employment with the Bank as a result of the projected death benefit payable a Voluntary Termination that occurs prior to the Participant's Insured reaching Early Retirement Age as specified in Insured’s Executive Supplemental Compensation Agreement, as amended, then the Executive’s beneficiary(ies) upon the Participant's death, and (ii) the amount of any Index Benefit payments (or payments made in lieu of such Index Benefit payments) made to the Participant or the Participant's beneficiary(ies) pursuant to the terms Executive’s death will receive a total of the Benefits Agreement and which are determined with reference to lesser of Twenty-Five Thousand Dollars ($25,000) in death benefits or One Hundred Percent (100%) of the Net-at-Risk portion of the proceeds under the Policy (or any replacement surrogate Policy). Such benefit shall be payable in lump sum or in such periodic installments as may be mutually agreed upon by at the Bank and the Participant. Upon the death time of the Participant, the remaining unpaid balance of the death benefit to which the Participant is entitled shall be paid to the Participant's beneficiary(ies) in lump sum. In no event shall the Participant and/or the Participant's beneficiary(ies) receive an aggregate benefit under this Agreement exceeding the amount to which the Participant is entitled under paragraph VI.1.a aboveInsured’s death. 2. The Bank shall be entitled to the remainder of such proceeds. 3. D. The Bank and the Participant Insured (or beneficiary[ies] or assignee[s]assignees) shall share in any interest due on the death proceeds on a pro rata basis in the ratio that as the proceeds due the Bank and the Participant, respectively, each respectively bears to the total proceeds, excluding any such interest. 4. E. In the event that either a the Policy is terminated or by the proceeds of the Policies are insufficient to provide the benefit specified hereinBank, other than as a result of (i) a termination of this Agreement pursuant to paragraph X or (ii) any intentional act of the Participant Insured which results in causes the termination of one or more of the Policiespolicy to terminate, then the Bank upon the death of the Insured shall pay the benefit specified in Subparagraphs 6 (A),(B),(C), or (D) to the Participant's Insured’s beneficiary(ies) an ), as named on the last written beneficiary designation in force under the Policy. The amount which, when combined with paid by the proceeds Bank shall be equivalent to the after tax value of the Policies actually received, will provide a total benefits which would have been paid at the time of the death benefit equal to of the amount to which Insured if the Participant [or his beneficiary(ies)] is entitled under this AgreementPolicy had not been terminated.

DIVISION OF DEATH PROCEEDS. Subject The Company shall be entitled to Paragraph VII herein, the division of the death proceeds of the Policy is as follows: a. Subject except that, subject to paragraph VI.1.b belowParagraph VII herein, upon beneficiaries designated by the death of the Insured, the Participant's beneficiary(ies), designated Insured in accordance with Paragraph III, shall be entitled to a split dollar share of the death proceeds. 1. If, at the time of his or her death, the Insured is employed by the Company, the Insured employee’s beneficiary(ies), shall be entitled to an amount equal to eighty amount, as follows: (a) If the Insured employee has not yet attained the of age seventy (70), the lesser of $977,340, or one hundred percent (80100%) of the net at risk insurance Net At Risk Insurance portion of the proceeds; Net At Risk Insurance portion of the proceeds of the Policy. The net at risk insurance portion of a Policy is the aggregate total proceeds less the cash value of the PolicyPolicies designated herein; (b) If the Insured employee is seventy (70) or older, but not yet age eighty (80), the lesser of $456,092, or one hundred percent (100%) of the Net At Risk Insurance portion of the proceeds; (c) If the Insured employee dies after the attainment of age eighty (80), the lesser of $195,468, or one hundred percent (100%) of the Net At Risk Insurance portion of the proceeds. 2. Notwithstanding If, at the foregoing, in the event the Participant [or time of his or her death, the Insured is no longer employed by the Company but, prior to death, was eligible to receive payments under that certain Executive Supplemental Compensation Agreement dated January 1st, 2002, by and between the Company and the Insured (the SERP Agreement), the Insured’s beneficiary(ies)] becomes entitled to receive the foregoing death benefit prior to the Participant becoming entitled to receive 100% of the benefits, if any, specified in that certain Director Indexed Compensation Benefits Agreement between the Bank and the Participant, effective __________, 19__ (the "Benefits Agreement"), then the Participant [or his or her beneficiary(ies)] shall be entitled to receive an amount, as follows. For purposes of this Paragraph VI, the same percentage term Applicable Percentage shall refer to the Applicable Percentage as defined in the SERP Agreement and in effect as of the foregoing death benefit as Insured’s last date of employment with the percentage applicable to Company: (a) If the Participant's benefits, if any, under such Agreement immediately prior to Insured has not yet attained the Participant's death or, if earlierof age seventy (70), the date on which Applicable Percentage times the Participant [or his or her beneficiary(ies)] commences receiving such death benefit. b. Notwithstanding paragraph VI.1.a above, if the Insured predeceases the Participant after the Participant Retires, becomes Disabledlesser of $977,340, or otherwise terminates employment one hundred percent (as defined or described in 100%) of the Benefits Agreement), then the Participant shall be entitled to the amount determined in accordance with paragraph VI.1.a, reduced by (i) the Net At Risk Insurance portion of the projected death benefit payable to proceeds; (b) If the Participant's beneficiary(iesInsured is seventy (70) upon or older, but not yet age eighty (80), the Participant's deathApplicable Percentage times the lesser of $456,092, and or one hundred percent (ii100%) the amount of any Index Benefit payments (or payments made in lieu of such Index Benefit payments) made to the Participant or the Participant's beneficiary(ies) pursuant to the terms of the Benefits Agreement and which are determined with reference to the Policy (or any replacement surrogate Policy). Such benefit shall be payable in lump sum or in such periodic installments as may be mutually agreed upon by the Bank and the Participant. Upon the death Net At Risk Insurance portion of the Participantproceeds; (c) If the Insured dies after the attainment of age eighty (80), the remaining unpaid balance Applicable Percentage times the lesser of $195,468, or one hundred percent (100%) of the death benefit to which Net At Risk Insurance portion of the Participant is entitled shall be paid to the Participant's beneficiary(ies) in lump sum. In no event shall the Participant and/or the Participant's beneficiary(ies) receive an aggregate benefit under this Agreement exceeding the amount to which the Participant is entitled under paragraph VI.1.a above. 2. The Bank shall be entitled to the remainder of such proceeds. 3. The Bank If the Company no longer employs the Insured at the time of death and the Participant (or beneficiary[ies] or assignee[s]) Insured was not eligible to receive payments under the SERP Agreement prior to death, the beneficiaries’ share of Policy proceeds shall be $50,000. 4. The Company and the Insured’s beneficiaries shall share in any interest due on the death proceeds on a in the same pro rata basis in the ratio that the proceeds due the Bank and the Participantas applies to death proceeds, respectively, bears to the total proceeds, excluding any such interest. 45. In the event that either a the Policy is terminated or the proceeds of the Policies are insufficient to provide the benefit specified herein, other than as a result of (i) a termination of this Agreement pursuant to paragraph X or (ii) any intentional act of the Participant which results in the termination of one or more of the PoliciesX, then the Bank shall pay to the Participant's Insured’s beneficiary(ies) an amount which, when combined with the proceeds of the Policies actually received, which will provide a total after-tax death benefit equal to the amount to which benefit that the Participant [or his beneficiary(ies)] is entitled under this AgreementInsured would have received if the Policy had not been terminated.

DIVISION OF DEATH PROCEEDS. Subject The Company shall be entitled to Paragraph VII herein, the division of the death proceeds of the Policy is as follows: a. Subject except that, subject to paragraph VI.1.b belowParagraph VII herein, upon beneficiaries designated by the death of the Insured, the Participant's beneficiary(ies), designated Insured in accordance with Paragraph III, shall be entitled to a split dollar share of the death proceeds. 1. If, at the time of his or her death, the Insured is employed by the Company, the Insured employee’s beneficiary(ies), shall be entitled to an amount equal to eighty amount, as follows: (a) If the Insured employee has not yet attained the of age seventy (70), the lesser of $1,767,090, or one hundred percent (80100%) of the net at risk insurance Net At Risk Insurance portion of the proceeds; Net At Risk Insurance portion of the proceeds of the Policy. The net at risk insurance portion of a Policy is the aggregate total proceeds less the cash value of the PolicyPolicies designated herein; (b) If the Insured employee is seventy (70) or older, but not yet age eighty (80), the lesser of $824,642, or one hundred percent (100%) of the Net At Risk Insurance portion of the proceeds; (c) If the Insured employee dies after the attainment of age eighty (80), the lesser of $353,418, or one hundred percent (100%) of the Net At Risk Insurance portion of the proceeds. 2. Notwithstanding If, at the foregoing, in the event the Participant [or time of his or her death, the Insured is no longer employed by the Company but, prior to death, was eligible to receive payments under that certain Executive Supplemental Compensation Agreement dated January 1st, 2002, by and between the Company and the Insured (the SERP Agreement), the Insured’s beneficiary(ies)] becomes entitled to receive the foregoing death benefit prior to the Participant becoming entitled to receive 100% of the benefits, if any, specified in that certain Director Indexed Compensation Benefits Agreement between the Bank and the Participant, effective __________, 19__ (the "Benefits Agreement"), then the Participant [or his or her beneficiary(ies)] shall be entitled to receive an amount, as follows. For purposes of this Paragraph VI, the same percentage term Applicable Percentage shall refer to the Applicable Percentage as defined in the SERP Agreement and in effect as of the foregoing death benefit as Insured’s last date of employment with the percentage applicable to Company: (a) If the Participant's benefits, if any, under such Agreement immediately prior to Insured has not yet attained the Participant's death or, if earlierof age seventy (70), the date on which Applicable Percentage times the Participant [or his or her beneficiary(ies)] commences receiving such death benefit. b. Notwithstanding paragraph VI.1.a above, if the Insured predeceases the Participant after the Participant Retires, becomes Disabledlesser of $1,767,090, or otherwise terminates employment one hundred percent (as defined or described in 100%) of the Benefits Agreement), then the Participant shall be entitled to the amount determined in accordance with paragraph VI.1.a, reduced by (i) the Net At Risk Insurance portion of the projected death benefit payable to proceeds; (b) If the Participant's beneficiary(iesInsured is seventy (70) upon or older, but not yet age eighty (80), the Participant's deathApplicable Percentage times the lesser of $824,642, and or one hundred percent (ii100%) the amount of any Index Benefit payments (or payments made in lieu of such Index Benefit payments) made to the Participant or the Participant's beneficiary(ies) pursuant to the terms of the Benefits Agreement and which are determined with reference to the Policy (or any replacement surrogate Policy). Such benefit shall be payable in lump sum or in such periodic installments as may be mutually agreed upon by the Bank and the Participant. Upon the death Net At Risk Insurance portion of the Participantproceeds; (c) If the Insured dies after the attainment of age eighty (80), the remaining unpaid balance Applicable Percentage times the lesser of $353,418, or one hundred percent (100%) of the death benefit to which Net At Risk Insurance portion of the Participant is entitled shall be paid to the Participant's beneficiary(ies) in lump sum. In no event shall the Participant and/or the Participant's beneficiary(ies) receive an aggregate benefit under this Agreement exceeding the amount to which the Participant is entitled under paragraph VI.1.a above. 2. The Bank shall be entitled to the remainder of such proceeds. 3. The Bank If the Company no longer employs the Insured at the time of death and the Participant (or beneficiary[ies] or assignee[s]) Insured was not eligible to receive payments under the SERP Agreement prior to death, the beneficiaries’ share of Policy proceeds shall be $50,000. 4. The Company and the Insured’s beneficiaries shall share in any interest due on the death proceeds on a in the same pro rata basis in the ratio that the proceeds due the Bank and the Participantas applies to death proceeds, respectively, bears to the total proceeds, excluding any such interest. 45. In the event that either a the Policy is terminated or the proceeds of the Policies are insufficient to provide the benefit specified herein, other than as a result of (i) a termination of this Agreement pursuant to paragraph X or (ii) any intentional act of the Participant which results in the termination of one or more of the PoliciesX, then the Bank shall pay to the Participant's Insured’s beneficiary(ies) an amount which, when combined with the proceeds of the Policies actually received, which will provide a total after-tax death benefit equal to the amount to which benefit that the Participant [or his beneficiary(ies)] is entitled under this AgreementInsured would have received if the Policy had not been terminated.

DIVISION OF DEATH PROCEEDS. Subject to Paragraph VII Paragraphs 7 and 9 herein, the parties agree to the division of the death proceeds of the Policy is as follows: a. Subject to paragraph VI.1.b below, upon A. Upon the death of the Insured, provided that the Participant's Insured is either employed by the Bank at the time of Insured’s death or that the Insured is no longer employed by the Bank because he has elected Early or Normal Retirement from the Bank prior to the Insured’s death (as defined in the Insured’s Executive Supplemental Compensation Agreement, as amended), then the Insured’s beneficiary(ies) depending on the age of the Insured at time of death shall be entitled to the following: i. If the Insured is Sixty-Nine (69) years old or younger at the time of death, then the Insured’s beneficiary(ies), designated in accordance with Paragraph III3, shall be entitled to an receive a total amount equal to eighty the lesser of Eight Hundred and Twenty-Two Thousand, Four Hundred and Sixty ($822,460) Dollars or one hundred percent (80100%) of the net at risk insurance Net-at-Risk portion of the proceeds of from the Policy. The net at risk For the purposes of this Agreement, the Net-at-Risk insurance portion of a Policy is the total proceeds of the Policy less the cash value of the Policy. Notwithstanding the foregoing, The Executive may elect to reduce their death benefit in the event future at any time provided that they have written authorization from their spouse or primary beneficiary. ii. If the Participant [or his or her beneficiary(iesInsured dies after attaining the age of Seventy (70)] becomes entitled to receive , but before attaining the foregoing death benefit prior to the Participant becoming entitled to receive 100% age of the benefits, if any, specified in that certain Director Indexed Compensation Benefits Agreement between the Bank and the Participant, effective __________, 19__ Eighty (the "Benefits Agreement")80) years old, then the Participant [or his or her Insured’s beneficiary(ies)] , designated in accordance with Paragraph 3, shall be entitled to receive a total amount equal to the same percentage lesser of Five Hundred and Seventy-Five Thousand, Seven Hundred and Twenty-Two ($575,722) Dollars or one hundred percent (100%) of the foregoing death benefit as Net-at-Risk portion of the percentage applicable to proceeds from the Participant's benefits, if any, under such Agreement immediately prior to the Participant's death or, if earlier, the date on which the Participant [or his or her beneficiary(ies)] commences receiving such death benefitPolicy. b. Notwithstanding paragraph VI.1.a above, if iii. If the Insured predeceases the Participant dies after the Participant Retires, becomes Disabled, or otherwise terminates employment attaining Eighty (as defined or described in the Benefits Agreement)80) years of age, then the Participant Insured’s beneficiaries, designated in accordance with Paragraph 3, shall be entitled to receive a total amount equal to the lesser of Three Hundred and Twenty-Eight Thousand, Nine Hundred and Eighty Four ($328,984) Dollars or one hundred percent (100%) of the Net-at-Risk portion of the proceeds from the Policy. B. In the event the Insured is forced to terminate his employment with the Bank as a result of Disability, then the Insured’s beneficiaries depending on the age of the Insured at time of death shall be entitled to the amount determined same benefit amounts set forth under Paragraph 6A. C. Should the Executive be involuntarily terminated before the Early Retirement Age specified in his Executive Supplemental Compensation Agreement, as amended then this Agreement shall terminate in accordance with paragraph VI.1.a, reduced Paragraph 9 and no benefits provided by (i) the portion of the projected death benefit payable to the Participant's beneficiary(ies) upon the Participant's death, and (ii) the amount of any Index Benefit payments (or payments made in lieu of such Index Benefit payments) made to the Participant or the Participant's beneficiary(ies) pursuant to the terms of the Benefits this Agreement and which are determined with reference to the Policy (or any replacement surrogate Policy). Such benefit shall be payable in lump sum or in such periodic installments as may be mutually agreed upon by the Bank and the Participant. Upon the death of the Participant, the remaining unpaid balance of the death benefit to which the Participant is entitled shall be paid to Insured or Insured’s beneficiary(ies). D. Should the Participant's Executive be Terminated for Cause or should he Voluntarily resign his positions as an Executive before the Early Retirement Age specified in Insured’s Executive Supplemental Compensation Agreement, as amended, the beneficiary(ies) will receive a total of the lesser of Twenty-Five Thousand Dollars ($25,000) in lump sum. In no event shall death benefits or One Hundred Percent (100%) of the Participant and/or Net-at-Risk portion of the Participant's beneficiary(ies) receive an aggregate benefit proceeds under this Agreement exceeding the amount to which Policy at the Participant is entitled under paragraph VI.1.a abovetime of Insured’s death. 2. The Bank shall be entitled to the remainder of such proceeds. 3. E. The Bank and the Participant Insured (or beneficiary[ies] or assignee[s]assignees) shall share in any interest due on the death proceeds on a pro rata basis in the ratio that as the proceeds due the Bank and the Participant, respectively, each respectively bears to the total proceeds, excluding any such interest. 4. F. In the event that either a the Policy is terminated or by the proceeds of the Policies are insufficient to provide the benefit specified hereinBank, other than as a result of (i) a termination of this Agreement pursuant to paragraph X or (ii) any intentional act of the Participant Insured which results in the termination of one or more of the Policiespolicy, then the Bank upon the death of the Insured shall pay the benefit specified in Subparagraphs 6 (A),(B),(C), or (D) to the Participant's Insured’s beneficiary(ies) an ), as named on the last written beneficiary designation in force under the Policy. The amount which, when combined with paid by the proceeds Bank shall be equivalent to the after tax value of the Policies actually received, will provide a total benefits which would have been paid at the time of the death benefit equal to of the amount to which Insured if the Participant [or his beneficiary(ies)] is entitled under this AgreementPolicy had not been terminated.

DIVISION OF DEATH PROCEEDS. Subject to Paragraph VII Paragraphs 7 and 9 herein, the parties agree to the division of the death proceeds of the Policy is as follows: a. Subject A. Provided that, either (i) the Insured was either employed by the Bank at the time of Insured’s death or (ii) the Insured was no longer employed by the Bank because he had elected Early or Normal Retirement from the Bank prior to paragraph VI.1.b belowthe Insured’s death (as defined in the Insured’s Executive Supplemental Compensation Agreement, as amended), then upon the death of the Insured, the Participant's Insured’s beneficiary(ies) depending on the age of the Insured at time of death shall be entitled to the following: i. If the Insured is Sixty-Nine (69) years old or younger at the time of death, then the Insured’s beneficiary(ies), designated in accordance with Paragraph III3, shall be entitled to an receive a total amount equal to eighty the lesser of $923,780 or one hundred percent (80100%) of the net at risk insurance Net-at-Risk portion of the proceeds of from the Policy. The net at risk For the purposes of this Agreement, the Net-at-Risk insurance portion of a Policy is the total proceeds of the Policy less the cash value of the Policy. Notwithstanding the foregoing, The Executive may elect to reduce his death benefit in the event future at any time provided that he has written authorization from his spouse or primary beneficiary. ii. If the Participant [or his or her beneficiary(iesInsured dies after attaining the age of Seventy (70)] becomes entitled to receive , but before attaining the foregoing death benefit prior to the Participant becoming entitled to receive 100% age of the benefits, if any, specified in that certain Director Indexed Compensation Benefits Agreement between the Bank and the Participant, effective __________, 19__ Eighty (the "Benefits Agreement")80) years old, then the Participant [or his or her Insured’s beneficiary(ies)] , designated in accordance with Paragraph 3, shall be entitled to receive a total amount equal to the same percentage lesser of $646,646 or one hundred percent (100%) of the foregoing death benefit as Net-at-Risk portion of the percentage applicable to proceeds from the Participant's benefits, if any, under such Agreement immediately prior to the Participant's death or, if earlier, the date on which the Participant [or his or her beneficiary(ies)] commences receiving such death benefitPolicy. b. Notwithstanding paragraph VI.1.a above, if iii. If the Insured predeceases the Participant dies after the Participant Retires, becomes Disabled, or otherwise terminates employment attaining Eighty (as defined or described in the Benefits Agreement)80) years of age, then the Participant Insured’s beneficiaries, designated in accordance with Paragraph 3, shall be entitled to receive a total amount equal to the lesser of $369,512 or one hundred percent (100%) of the Net-at-Risk portion of the proceeds from the Policy. B. In the event the Insured is forced to terminate his employment with the Bank as a result of Disability, then upon the death of the Insured, the Insured’s beneficiaries shall be entitled to the amount determined in accordance with paragraph VI.1.a, reduced by same benefit amounts set forth under Paragraph 6A. C. In the event (i) the portion Insured is Terminated for Cause from the Bank or (ii) the Insured terminates employment with the Bank as a result of the projected death benefit payable a Voluntary Termination that occurs prior to the Participant's Insured reaching Early Retirement Age as specified in Insured’s Executive Supplemental Compensation Agreement, as amended, then the Executive’s beneficiary(ies) upon the Participant's death, and (ii) the amount of any Index Benefit payments (or payments made in lieu of such Index Benefit payments) made to the Participant or the Participant's beneficiary(ies) pursuant to the terms Executive’s death will receive a total of the Benefits Agreement and which are determined with reference to lesser of Twenty-Five Thousand Dollars ($25,000) in death benefits or One Hundred Percent (100%) of the Net-at-Risk portion of the proceeds under the Policy (or any replacement surrogate Policy). Such benefit shall be payable in lump sum or in such periodic installments as may be mutually agreed upon by at the Bank and the Participant. Upon the death time of the Participant, the remaining unpaid balance of the death benefit to which the Participant is entitled shall be paid to the Participant's beneficiary(ies) in lump sum. In no event shall the Participant and/or the Participant's beneficiary(ies) receive an aggregate benefit under this Agreement exceeding the amount to which the Participant is entitled under paragraph VI.1.a aboveInsured’s death. 2. The Bank shall be entitled to the remainder of such proceeds. 3. D. The Bank and the Participant Insured (or beneficiary[ies] or assignee[s]assignees) shall share in any interest due on the death proceeds on a pro rata basis in the ratio that as the proceeds due the Bank and the Participant, respectively, each respectively bears to the total proceeds, excluding any such interest. 4. E. In the event that either a the Policy is terminated or by the proceeds of the Policies are insufficient to provide the benefit specified hereinBank, other than as a result of (i) a termination of this Agreement pursuant to paragraph X or (ii) any intentional act of the Participant Insured which results in causes the termination of one or more of the Policiespolicy to terminate, then the Bank upon the death of the Insured shall pay the benefit specified in Subparagraphs 6 (A),(B),(C), or (D) to the Participant's Insured’s beneficiary(ies) an ), as named on the last written beneficiary designation in force under the Policy. The amount which, when combined with paid by the proceeds Bank shall be equivalent to the after tax value of the Policies actually received, will provide a total benefits which would have been paid at the time of the death benefit equal to of the amount to which Insured if the Participant [or his beneficiary(ies)] is entitled under this AgreementPolicy had not been terminated.

DIVISION OF DEATH PROCEEDS. Subject to Paragraph VII herein, the division of the death proceeds of the Policy Policies is as follows: a. Subject to paragraph VI.1.b below1. If death occurs on or before the attainment of age seventy (70), upon the death of the Insured, the Participant's beneficiary(ies), (designated in accordance with Paragraph III), shall be entitled to an amount equal to eighty the lesser of one million dollars ($1,000,000), or one hundred percent (80100%) of the net at risk insurance portion of the proceeds proceeds. If death occurs after age seventy (70) but on or before age eighty (80), the Insured's beneficiary(ies) shall be entitled to the lesser of seven hundred thousand dollars ($700,000), or one hundred percent (100%) of the Policynet at risk insurance proceeds. If death occurs after age eighty (80), the Insured's beneficiaries shall be entitled to the lesser of four hundred thousand dollars ($400,000), or one hundred percent (100%) of the net at risk insurance proceeds. The net at risk insurance portion of a Policy is the total proceeds less the cash value of the Policy. Notwithstanding the foregoing, in the event the Participant [or his or her beneficiary(ies)] becomes entitled to receive the foregoing death benefit prior to the Participant becoming entitled to receive 100% of the benefits, if any, specified in that certain Director Indexed Compensation Benefits Agreement between the Bank and the Participant, effective __________, 19__ (the "Benefits Agreement"), then the Participant [or his or her beneficiary(ies)] shall be entitled to receive the same percentage of the foregoing death benefit as the percentage applicable to the Participant's benefits, if any, under such Agreement immediately prior to the Participant's death or, if earlier, the date on which the Participant [or his or her beneficiary(ies)] commences receiving such death benefit. b. Notwithstanding paragraph VI.1.a above, if the Insured predeceases the Participant after the Participant Retires, becomes Disabled, or otherwise terminates employment (as defined or described in the Benefits Agreement), then the Participant shall be entitled to the amount determined in accordance with paragraph VI.1.a, reduced by (i) the portion of the projected death benefit payable to the Participant's beneficiary(ies) upon the Participant's death, and (ii) the amount of any Index Benefit payments (or payments made in lieu of such Index Benefit payments) made to the Participant or the Participant's beneficiary(ies) pursuant to the terms of the Benefits Agreement and which are determined with reference to the Policy (or any replacement surrogate Policy)2. Such benefit shall be payable in lump sum or in such periodic installments as may be mutually agreed upon by the Bank and the Participant. Upon the death of the Participant, the remaining unpaid balance Payment of the death benefit to which determined by the Participant is entitled preceding paragraph shall be paid made and distributed from the Policies in the following order, with resort to each succeeding policy only to the Participant's beneficiary(iesextent that the proceeds of each prior listed Policy are insufficient to satisfy the specified death benefit in full: (a) in lump sumMassachusetts Mutual Life Insurance Co. Policy No. In no event shall the Participant and/or the Participant's beneficiary(ies0066426; (b) receive an aggregate benefit under this Agreement exceeding the amount to which the Participant is entitled under paragraph VI.1.a above. 2New York Life Insurance Company Policy No. The Bank shall be entitled to the remainder of such proceeds56610020. 3. The Bank and the Participant Insured (or beneficiary[ies] or assignee[s]) shall share in any interest due on the death proceeds on a pro rata basis in the ratio that the proceeds due the Bank and the ParticipantInsured, respectively, bears to the total proceeds, excluding any such interest. 4. In the event that either a the Policy is terminated or the proceeds of the Policies are insufficient to provide the benefit specified herein, other than as a result of (ia) a termination of this Agreement pursuant to paragraph X or (iib) any intentional act of the Participant Insured which results in the termination of one or more of the PoliciesPolicy, then the Bank shall pay to the ParticipantInsured's beneficiary(ies) an amount which, when combined with the proceeds of the Policies actually received, which will provide a total after-tax death benefit equal to the amount to which benefit that the Participant [or his beneficiary(ies)] is entitled under this AgreementInsured would have received if the Policy had not been terminated.

DIVISION OF DEATH PROCEEDS. Subject to Paragraph VII Paragraphs 7 and 9 herein, the parties agree to the division of the death proceeds of the Policy is as follows: a. Subject to paragraph VI.1.b below, upon A. Upon the death of the Insured, provided that the Participant's Insured is either employed by the Bank at the time of Insured’s death or that the Insured is no longer employed by the Bank because he has elected Early or Normal Retirement from the Bank prior to the Insured’s death (as defined in the Insured’s Executive Supplemental Compensation Agreement, as amended), then the Insured’s beneficiary(ies) depending on the age of the Insured at time of death shall be entitled to the following: i. If the Insured is Sixty-Nine (69) years old or younger at the time of death, then the Insured’s beneficiary(ies), designated in accordance with Paragraph III3, shall be entitled to an receive a total amount equal to eighty the lesser of One Million, Twelve Thousand, Two Hundred and Sixty ($1,012,260) Dollars or one hundred percent (80100%) of the net at risk insurance Net-at-Risk portion of the proceeds of from the Policy. The net at risk For the purposes of this Agreement, the Net-at-Risk insurance portion of a Policy is the total proceeds of the Policy less the cash value of the Policy. Notwithstanding the foregoing, The Executive may elect to reduce their death benefit in the event future at any time provided that they have written authorization from their spouse or primary beneficiary. ii. If the Participant [or his or her beneficiary(iesInsured dies after attaining the age of Seventy (70)] becomes entitled to receive , but before attaining the foregoing death benefit prior to the Participant becoming entitled to receive 100% age of the benefits, if any, specified in that certain Director Indexed Compensation Benefits Agreement between the Bank and the Participant, effective __________, 19__ Eighty (the "Benefits Agreement")80) years old, then the Participant [or his or her Insured’s beneficiary(ies)] , designated in accordance with Paragraph 3, shall be entitled to receive a total amount equal to the same percentage lesser of Seven Hundred and Eight Thousand, Five Hundred and Eighty Two ($708,582) Dollars or one hundred percent (100%) of the foregoing death benefit as Net-at-Risk portion of the percentage applicable to proceeds from the Participant's benefits, if any, under such Agreement immediately prior to the Participant's death or, if earlier, the date on which the Participant [or his or her beneficiary(ies)] commences receiving such death benefitPolicy. b. Notwithstanding paragraph VI.1.a above, if iii. If the Insured predeceases the Participant dies after the Participant Retires, becomes Disabled, or otherwise terminates employment attaining Eighty (as defined or described in the Benefits Agreement)80) years of age, then the Participant Insured’s beneficiaries, designated in accordance with Paragraph 3, shall be entitled to receive a total amount equal to the lesser of Four Hundred and Four Thousand, Nine Hundred and Four ($404,904) Dollars or one hundred percent (100%) of the Net-at-Risk portion of the proceeds from the Policy. B. In the event the Insured is forced to terminate his employment with the Bank as a result of Disability, then the Insured’s beneficiaries depending on the age of the Insured at time of death shall be entitled to the amount determined same benefit amounts set forth under Paragraph 6A. C. Should the Executive be involuntarily terminated before the Early Retirement Age specified in his Executive Supplemental Compensation Agreement, as amended then this Agreement shall terminate in accordance with paragraph VI.1.a, reduced Paragraph 9 and no benefits provided by (i) the portion of the projected death benefit payable to the Participant's beneficiary(ies) upon the Participant's death, and (ii) the amount of any Index Benefit payments (or payments made in lieu of such Index Benefit payments) made to the Participant or the Participant's beneficiary(ies) pursuant to the terms of the Benefits this Agreement and which are determined with reference to the Policy (or any replacement surrogate Policy). Such benefit shall be payable in lump sum or in such periodic installments as may be mutually agreed upon by the Bank and the Participant. Upon the death of the Participant, the remaining unpaid balance of the death benefit to which the Participant is entitled shall be paid to Insured or Insured’s beneficiary(ies). D. Should the Participant's Executive be Terminated for Cause or should he Voluntarily resign his positions as an Executive before the Early Retirement Age specified in Insured’s Executive Supplemental Compensation Agreement, as amended, the beneficiary(ies) will receive a total of the lesser of Twenty-Five Thousand Dollars ($25,000) in lump sum. In no event shall death benefits or One Hundred Percent (100%) of the Participant and/or Net-at-Risk portion of the Participant's beneficiary(ies) receive an aggregate benefit proceeds under this Agreement exceeding the amount to which Policy at the Participant is entitled under paragraph VI.1.a abovetime of Insured’s death. 2. The Bank shall be entitled to the remainder of such proceeds. 3. E. The Bank and the Participant Insured (or beneficiary[ies] or assignee[s]assignees) shall share in any interest due on the death proceeds on a pro rata basis in the ratio that as the proceeds due the Bank and the Participant, respectively, each respectively bears to the total proceeds, excluding any such interest. 4. F. In the event that either a the Policy is terminated or by the proceeds of the Policies are insufficient to provide the benefit specified hereinBank, other than as a result of (i) a termination of this Agreement pursuant to paragraph X or (ii) any intentional act of the Participant Insured which results in the termination of one or more of the Policiespolicy, then the Bank upon the death of the Insured shall pay the benefit specified in Subparagraphs 6 (A),(B),(C), or (D) to the Participant's Insured’s beneficiary(ies) an ), as named on the last written beneficiary designation in force under the Policy. The amount which, when combined with paid by the proceeds Bank shall be equivalent to the after tax value of the Policies actually received, will provide a total benefits which would have been paid at the time of the death benefit equal to of the amount to which Insured if the Participant [or his beneficiary(ies)] is entitled under this AgreementPolicy had not been terminated.

DIVISION OF DEATH PROCEEDS. Subject to Paragraph VII VI herein, the division of the death proceeds of the Policy is as follows: a. Subject to paragraph VI.1.b below, upon 1. If death occurs on or before the death attainment of age seventy (70) the Insured, the Participant's beneficiary(iesbeneficiary (ies), (designated in accordance with Paragraph III), shall be entitled to an amount equal to eighty the lesser of $1,000,000, or one hundred percent (80100%) of the net at risk insurance portion of the proceeds proceeds. If death occurs after age seventy (70) but on or before age eighty (80), the Insured's beneficiary(ies) shall be entitled to the lesser of $700,000, or one hundred percent (100%) of the Policynet at risk insurance proceeds. If death occurs after age eighty (80), the Insured's beneficiary(ies) shall be entitled to the lesser of $400,000, or one hundred percent (100%) of the net at risk insurance proceeds. The net at risk insurance portion of a Policy is the total proceeds less the cash value of the Policy. Notwithstanding the foregoing, in the event the Participant [or his or her beneficiary(ies)] becomes entitled to receive the foregoing death benefit prior to the Participant becoming entitled to receive 100% of the benefits, if any, specified in that certain Director Indexed Compensation Benefits Agreement between the Bank and the Participant, effective __________, 19__ (the "Benefits Agreement"), then the Participant [or his or her beneficiary(ies)] shall be entitled to receive the same percentage of the foregoing death benefit as the percentage applicable to the Participant's benefits, if any, under such Agreement immediately prior to the Participant's death or, if earlier, the date on which the Participant [or his or her beneficiary(ies)] commences receiving such death benefit. b. Notwithstanding paragraph VI.1.a above, if the Insured predeceases the Participant after the Participant Retires, becomes Disabled, or otherwise terminates employment (as defined or described in the Benefits Agreement), then the Participant shall be entitled to the amount determined in accordance with paragraph VI.1.a, reduced by (i) the portion of the projected death benefit payable to the Participant's beneficiary(ies) upon the Participant's death, and (ii) the amount of any Index Benefit payments (or payments made in lieu of such Index Benefit payments) made to the Participant or the Participant's beneficiary(ies) pursuant to the terms of the Benefits Agreement and which are determined with reference to the Policy (or any replacement surrogate Policy). Such benefit shall be payable in lump sum or in such periodic installments as may be mutually agreed upon by the Bank and the Participant. Upon the death of the Participant, the remaining unpaid balance of the death benefit to which the Participant is entitled shall be paid to the Participant's beneficiary(ies) in lump sum. In no event shall the Participant and/or the Participant's beneficiary(ies) receive an aggregate benefit under this Agreement exceeding the amount to which the Participant is entitled under paragraph VI.1.a above. 2. The Bank shall be entitled to the remainder of such proceeds. 3. The Bank and the Participant Insured (or beneficiary[ies] beneficiary or assignee[s]) assignee shall share in any interest due on the death proceeds on a pro rata basis in the ratio that the proceeds due the Bank and the ParticipantInsured, respectively, bears to the total proceeds, excluding any such interest. 4. In the event that either a the Policy is terminated or the proceeds of the Policies are insufficient to provide the benefit specified herein, other than as a result of (ia) a termination of this Agreement pursuant to paragraph X IX. or (iib) any intentional act of the Participant Insured which results in the termination of one or more of the PoliciesPolicy, then the Bank shall pay to the ParticipantInsured's beneficiary(ies) an amount which, when combined with the proceeds of the Policies actually received, which will provide a total after-tax death benefit equal to the benefit that the Insured would have received if the Policy had not been terminated. 5. Provided the Insured is not eligible to receive benefits pursuant to the terms and conditions of that certain Executive Supplemental Compensation Agreement effective as of October 16, 2001, the Insured's beneficiary (ies), designated in accordance with Paragraph III, shall be entitled to an amount equal to which the Participant [lesser of $50,000 or his beneficiary(ies)] the net at risk insurance portion of the proceeds under the Policy. The net at risk insurance portion of the proceeds is entitled under this Agreementthe total proceeds less the cash value of the Policy.

DIVISION OF DEATH PROCEEDS. Subject to Paragraph VII herein, the division of the death proceeds of the Policy is as follows: a. Subject to paragraph VI.1.b below1. If the Insured is Seventy One (71) years old or younger at the time of death, upon the death of then the Insured, the Participant's beneficiary(iesBeneficiary(ies), designated in accordance with Paragraph III, shall be entitled to an amount equal to eighty percent the lesser of Seven Hundred and Fifty Thousand (80$750,000) Dollars or One Hundred Percent (100%) of the net at risk insurance Net-at-Risk portion of the proceeds under the Policy(ies). If the Insured dies after attaining the age of Seventy One (71) years old, but before attaining Eighty One (81) years of age, then the Insured's Beneficiary(ies), designated in accordance with Paragraph III, shall be entitled to an amount equal to the lesser of Five Hundred and Twenty-Five Thousand ($525,000) Dollars or One Hundred Percent (100%) of the PolicyNet-at-Risk portion of the proceeds from the policy. If the Insured attains the age of Eighty One (81) years old or older, then the Insured's beneficiary(ies), designated in accordance with Paragraph 3, shall be entitled to an amount equal to the lesser of Three Hundred Thousand ($300,000) Dollars or One Hundred Percent (100%) of the Net-at-Risk portion of the proceeds from the policy. The net at risk Net-at-Risk insurance portion of a Policy is the total proceeds of the policy less the cash value of the Policypolicy. Notwithstanding the foregoing, The Insured may elect to reduce their death benefit in the event the Participant [future at any time provided that they have written authorization from their spouse or his or her beneficiary(ies)] becomes entitled to receive the foregoing death benefit prior to the Participant becoming entitled to receive 100% of the benefits, if any, specified in that certain Director Indexed Compensation Benefits Agreement between the Bank and the Participant, effective __________, 19__ (the "Benefits Agreement"), then the Participant [or his or her beneficiary(ies)] shall be entitled to receive the same percentage of the foregoing death benefit as the percentage applicable to the Participant's benefits, if any, under such Agreement immediately prior to the Participant's death or, if earlier, the date on which the Participant [or his or her beneficiary(ies)] commences receiving such death benefit. b. Notwithstanding paragraph VI.1.a above, if the Insured predeceases the Participant after the Participant Retires, becomes Disabled, or otherwise terminates employment (as defined or described in the Benefits Agreement), then the Participant shall be entitled to the amount determined in accordance with paragraph VI.1.a, reduced by (i) the portion of the projected death benefit payable to the Participant's beneficiary(ies) upon the Participant's death, and (ii) the amount of any Index Benefit payments (or payments made in lieu of such Index Benefit payments) made to the Participant or the Participant's beneficiary(ies) pursuant to the terms of the Benefits Agreement and which are determined with reference to the Policy (or any replacement surrogate Policy). Such benefit shall be payable in lump sum or in such periodic installments as may be mutually agreed upon by the Bank and the Participant. Upon the death of the Participant, the remaining unpaid balance of the death benefit to which the Participant is entitled shall be paid to the Participant's beneficiary(ies) in lump sum. In no event shall the Participant and/or the Participant's beneficiary(ies) receive an aggregate benefit under this Agreement exceeding the amount to which the Participant is entitled under paragraph VI.1.a aboveprimary Beneficiary. 2. The Bank shall be entitled to the remainder of such proceeds. 3. The Bank and the Participant Insured (or beneficiary[ies] or assignee[s]) shall share in any interest due on the death proceeds on a pro rata basis in the ratio that the proceeds due the Bank and the ParticipantInsured, respectively, bears to the total proceeds, excluding any such interest. 43. In the event that either a the Policy is terminated or the proceeds of the Policies are insufficient to provide the benefit specified herein, other than as a result of (ia) a termination of this Agreement pursuant to paragraph X or (iib) any intentional act of the Participant insured which results in the termination of one or more of the PoliciesPolicy, then the Bank shall pay to the ParticipantInsured's beneficiary(ies) an amount which, when combined with the proceeds of the Policies actually received, which will provide a total after-tax death benefit equal to the amount to which benefit that the Participant [or his beneficiary(ies)] is entitled under this AgreementInsured would have received if the Policy had not been terminated.

DIVISION OF DEATH PROCEEDS. Subject to Paragraph VII Paragraphs 7 and 9 herein, the division of the death proceeds of the Policy is policy shall be as follows: a. Subject A. For as long as the Insured remains an Executive of the Bank, or should the Insured no longer be employed by the Bank because he has chosen Normal Retirement or Early Retirement pursuant to paragraph VI.1.b belowthe terms of the December 31, upon 2003 Executive Supplemental Compensation Agreement by and between the Bank and the Participant, then the division of the death proceeds of the policy(ies) shall be as follows: If the Insured is Sixty-Nine (69) years old or younger at the time of death, then the Insured, the Participant's beneficiary(ies’s Beneficiary(ies), designated in accordance with Paragraph III3, shall be entitled to an amount equal to eighty percent the lesser of One Million, Three Hundred and Thirty-One Thousand, Four Hundred and Sixty (80$1,331,460) Dollars or One Hundred Percent (100%) of the net at risk insurance Net-at-Risk portion of the proceeds under the Policy(ies). If the Insured dies after attaining the age of Seventy (70) years old, but before attaining Eighty (80) years of age, then the Insured’s Beneficiary(ies), designated in accordance with Paragraph 3, shall be entitled to an amount equal to the lesser of Nine Hundred and Thirty-Two Thousand, and Twenty-Two ($932,022) Dollars or One Hundred Percent (100%) of the PolicyNet-at-Risk portion of the proceeds from the policy. If the Insured attains the age of Eighty (80) years old or older, then the Insured’s beneficiary(ies), designated in accordance with Paragraph 3, shall be entitled to an amount equal to the lesser of Five Hundred and Thirty-Two Thousand, Five Hundred and Eighty-Four ($532,584) Dollars or One Hundred Percent (100%) of the Net-at-Risk portion of the proceeds from the policy. The net at risk Net-at-Risk insurance portion of a Policy is the total proceeds of the policy less the cash value of the Policypolicy. Notwithstanding The Executive may elect to reduce their death benefit in the foregoingfuture at any time provided that they have written authorization from their spouse or primary Beneficiary. B. In the event the Insured is forced to terminate his position as a result of Disability, or in the event the Participant [Insured’s position terminates as a result of a Change in Control or his or her beneficiary(ies)] becomes entitled to receive the foregoing death benefit prior to the Participant becoming entitled to receive 100% as an event of the benefits, if any, specified in that certain Director Indexed Compensation Benefits Agreement between the Bank and the Participant, effective __________, 19__ (the "Benefits Agreement")Constructive Termination, then the Participant [or his or her beneficiary(ies)] Insured’s beneficiaries shall be entitled to receive the same percentage of the foregoing death benefit as the percentage applicable amounts to the Participant's benefits, if any, which they would otherwise be entitled under such Agreement immediately prior to the Participant's death or, if earlier, the date on which the Participant [or his or her beneficiary(ies)] commences receiving such death benefitParagraph 6A above. b. Notwithstanding paragraph VI.1.a above, if C. In the Insured predeceases event the Participant after the Participant Retires, becomes Disabled, or otherwise terminates Insured’s employment (with Bank is terminated as defined or described in the Benefits Agreement)a result of Involuntary Termination, then the Participant Insured’s Beneficiary(ies) shall be entitled to receive the amount determined same amounts to which they would otherwise be entitled under Paragraph 6A above. D. Should the Executive be Terminated for Cause or should he Voluntarily resign his position as an Executive before the Early or Normal Retirement Age (as specified in accordance with paragraph VI.1.athe December 31, reduced 2003 Executive Supplemental Compensation Agreement by (i) the portion of the projected death benefit payable to the Participant's beneficiary(ies) upon the Participant's death, and (ii) the amount of any Index Benefit payments (or payments made in lieu of such Index Benefit payments) made to the Participant or the Participant's beneficiary(ies) pursuant to the terms of the Benefits Agreement and which are determined with reference to the Policy (or any replacement surrogate Policy). Such benefit shall be payable in lump sum or in such periodic installments as may be mutually agreed upon by between the Bank and the Participant. Upon ), then Participant and his Beneficiary(ies) shall forfeit the death right to receive any of the Participant, the remaining unpaid balance proceeds of the death benefit to Policy(ies) which are the Participant is entitled shall be paid to the Participant's beneficiary(ies) in lump sum. In no event shall the Participant and/or the Participant's beneficiary(ies) receive an aggregate benefit under subject of this Agreement exceeding the amount to which the Participant is entitled under paragraph VI.1.a aboveAgreement. 2. The Bank shall be entitled to the remainder of such proceeds. 3. E. The Bank and the Participant Insured (or beneficiary[ies] or assignee[s]assignees) shall share in any interest due on the death proceeds on a pro rata basis in the ratio that as the proceeds due the Bank and the Participant, respectively, each respectively bears to the total proceeds, excluding any such interest. 4. F. In the event that either a the Policy is terminated or the proceeds of the Policies Policy are insufficient to provide the benefit specified herein, other than as a result of (i) a termination of this Agreement pursuant to paragraph X or (ii) any intentional act of the Participant Insured which results in the termination of one or more of the PoliciesPolicy, then the Bank shall pay to the Participant's beneficiary(iesInsured’s Beneficiary (ies) an amount which, when combined with the proceeds of the Policies Policy actually received, will provide a total after tax death benefit equal to the amount to which the Participant [or his beneficiary(ies)] is entitled under this Agreement.benefit level specified in Paragraphs 6A-C.

DIVISION OF DEATH PROCEEDS. Subject to Paragraph VII Paragraphs 7 and 9 herein, the parties agree to the division of the death proceeds of the Policy is as follows: a. Subject A. Provided that, either (i) the Insured was either employed by the Bank at the time of Insured’s death or (ii) the Insured was no longer employed by the Bank because he had elected Early or Normal Retirement from the Bank prior to paragraph VI.1.b belowthe Insured’s death (as defined in the Insured’s Executive Supplemental Compensation Agreement, as amended), then upon the death of the Insured, the Participant's Insured’s beneficiary(ies) depending on the age of the Insured at time of death shall be entitled to the following: i. If the Insured is Sixty-Nine (69) years old or younger at the time of death, then the Insured’s beneficiary(ies), designated in accordance with Paragraph III3, shall be entitled to an receive a total amount equal to eighty the lesser of $1,012,260 or one hundred percent (80100%) of the net at risk insurance Net-at-Risk portion of the proceeds of from the Policy. The net at risk For the purposes of this Agreement, the Net-at-Risk insurance portion of a Policy is the total proceeds of the Policy less the cash value of the Policy. Notwithstanding the foregoing, The Executive may elect to reduce his death benefit in the event future at any time provided that he has written authorization from his spouse or primary beneficiary. ii. If the Participant [or his or her beneficiary(iesInsured dies after attaining the age of Seventy (70)] becomes entitled to receive , but before attaining the foregoing death benefit prior to the Participant becoming entitled to receive 100% age of the benefits, if any, specified in that certain Director Indexed Compensation Benefits Agreement between the Bank and the Participant, effective __________, 19__ Eighty (the "Benefits Agreement")80) years old, then the Participant [or his or her Insured’s beneficiary(ies)] , designated in accordance with Paragraph 3, shall be entitled to receive a total amount equal to the same percentage lesser of $708,582 or one hundred percent (100%) of the foregoing death benefit as Net-at-Risk portion of the percentage applicable to proceeds from the Participant's benefits, if any, under such Agreement immediately prior to the Participant's death or, if earlier, the date on which the Participant [or his or her beneficiary(ies)] commences receiving such death benefitPolicy. b. Notwithstanding paragraph VI.1.a above, if iii. If the Insured predeceases the Participant dies after the Participant Retires, becomes Disabled, or otherwise terminates employment attaining Eighty (as defined or described in the Benefits Agreement)80) years of age, then the Participant Insured’s beneficiaries, designated in accordance with Paragraph 3, shall be entitled to receive a total amount equal to the lesser of $404,904 or one hundred percent (100%) of the Net-at-Risk portion of the proceeds from the Policy. B. In the event the Insured is forced to terminate his employment with the Bank as a result of Disability, then upon the death of the Insured, the Insured’s beneficiaries shall be entitled to the amount determined in accordance with paragraph VI.1.a, reduced by same benefit amounts set forth under Paragraph 6A. C. In the event (i) the portion Insured is Terminated for Cause from the Bank or (ii) the Insured terminates employment with the Bank as a result of the projected death benefit payable a Voluntary Termination that occurs prior to the Participant's Insured reaching Early Retirement Age as specified in Insured’s Executive Supplemental Compensation Agreement, as amended, then the Executive’s beneficiary(ies) upon the Participant's death, and (ii) the amount of any Index Benefit payments (or payments made in lieu of such Index Benefit payments) made to the Participant or the Participant's beneficiary(ies) pursuant to the terms Executive’s death will receive a total of the Benefits Agreement and which are determined with reference to lesser of Twenty-Five Thousand Dollars ($25,000) in death benefits or One Hundred Percent (100%) of the Net-at-Risk portion of the proceeds under the Policy (or any replacement surrogate Policy). Such benefit shall be payable in lump sum or in such periodic installments as may be mutually agreed upon by at the Bank and the Participant. Upon the death time of the Participant, the remaining unpaid balance of the death benefit to which the Participant is entitled shall be paid to the Participant's beneficiary(ies) in lump sum. In no event shall the Participant and/or the Participant's beneficiary(ies) receive an aggregate benefit under this Agreement exceeding the amount to which the Participant is entitled under paragraph VI.1.a aboveInsured’s death. 2. The Bank shall be entitled to the remainder of such proceeds. 3. D. The Bank and the Participant Insured (or beneficiary[ies] or assignee[s]assignees) shall share in any interest due on the death proceeds on a pro rata basis in the ratio that as the proceeds due the Bank and the Participant, respectively, each respectively bears to the total proceeds, excluding any such interest. 4. E. In the event that either a the Policy is terminated or by the proceeds of the Policies are insufficient to provide the benefit specified hereinBank, other than as a result of (i) a termination of this Agreement pursuant to paragraph X or (ii) any intentional act of the Participant Insured which results in causes the termination of one or more of the Policiespolicy to terminate, then the Bank upon the death of the Insured shall pay the benefit specified in Subparagraphs 6 (A),(B),(C), or (D) to the Participant's Insured’s beneficiary(ies) an ), as named on the last written beneficiary designation in force under the Policy. The amount which, when combined with paid by the proceeds Bank shall be equivalent to the after tax value of the Policies actually received, will provide a total benefits which would have been paid at the time of the death benefit equal to of the amount to which Insured if the Participant [or his beneficiary(ies)] is entitled under this AgreementPolicy had not been terminated.