Common use of DIVISION OF DEATH PROCEEDS Clause in Contracts

DIVISION OF DEATH PROCEEDS. Subject to Paragraphs VII and IX herein, the division of the death proceeds of the policy is as follows: A. At the time of the Insured's death, should the Insured be employed by the Bank, retired from the Bank, or have had his or her employment terminated from the Bank due to disability*, the Insured's beneficiary(ies), designated in accordance with Paragraph III or the Insured's estate if no beneficiary has been so designated, shall be entitled to an amount equal to eighty percent (80%) of the net-at-risk insurance portion of the proceeds. The net-at-risk insurance portion is the total proceeds less the cash value of the policy. B. Should the Insured not be employed by the Bank at the time of his or her death for reasons other than disability* or retirement, the Insured's beneficiary(ies), designated in accordance with Paragraph III or the Insured's estate if no beneficiary has been so designated, shall be entitled to the percentage as set forth hereinbelow of the proceeds described in Subparagraph VI (A) above. Date of Hire 10% for each full year of service from the date of first service to a maximum of 80% PLUS If Insured is at least 62 years of age on his or her date of death 20% For a maximum total of 100% *Subject to the Bank's obligations and Insured's rights under Title I of the Americans with Disabilities Act and the Family and Medical Leave Act, if applicable, and any other applicable federal or state laws, for purposes of this Agreement, disability shall be defined as the Insured not being able to perform the duties of the Insured's own job and shall be as further defined in the Bank's long term disability policy in effect at the time of said disability. If no such policy exists at the time of the disability, then disability shall be defined as a physical or mental impairment of Insured which renders Insured incapable of performing Insured's normal and regular essential employment duties and which shall be medically determined to be of permanent duration as the same is construed for purposes of disability benefits under the federal Social Security laws and regulations. C. The Bank shall be entitled to the remainder of such proceeds of the policy, including but not limited to the cash surrender value as provided in Paragraph VII herein. D. The Bank and the Insured (or assignees) shall share in any interest due on the death proceeds on a pro rata basis as the proceeds due each respectively bears to the total proceeds, excluding any such interest.

DIVISION OF DEATH PROCEEDS. Upon the death of the Insured, the Bank shall cooperate with the Insured's designated beneficiary to take whatever action is necessary to collect the death benefit provided under the Policy. Subject to Paragraphs VII Sections 6 and IX herein9 below, the division of the death proceeds of the policy is Policy shall be as follows: A. At the time of the Insured's death, should (a) If the Insured be employed by the Bank, retired from the Bank, or have had his or her employment terminated from the Bank due to disability*, the Insured's beneficiary(ies), designated in accordance with Paragraph III or the Insured's estate if no beneficiary has been so designated, shall be entitled to an amount equal to eighty percent (80%) of the net-at-risk insurance portion of the proceeds. The net-at-risk insurance portion is the total proceeds less the cash value of the policy. B. Should the Insured not be employed by the Bank at the time of his death or her death for reasons other the Insured has retired from employment with the Bank after completion of not less than disability* or retirementten years of service with the Bank, then the Insured's beneficiary(ies) designated in accordance with Section 2 shall be entitled to payment from the Policy proceeds directly from the Insured of an amount equal to three hundred percent (300%) of: (i) if the Insured is employed by the Bank at the time of death, the Insured's beneficiary(ies)highest base annual salary (not including bonus, designated in accordance with Paragraph III equity compensation, or the Insured's estate if no beneficiary has been so designated, shall be entitled to the percentage as set forth hereinbelow of the proceeds described in Subparagraph VI (A) above. Date of Hire 10% for each full year of service from the date of first service to a maximum of 80% PLUS If Insured is at least 62 years of age on his or her date of death 20% For a maximum total of 100% *Subject to the Bank's obligations and Insured's rights under Title I of the Americans with Disabilities Act and the Family and Medical Leave Act, if applicable, and any other applicable federal or state laws, for purposes forms of this Agreement, disability shall be defined as the Insured not being able to perform the duties of the Insured's own job and shall be as further defined in the Bank's long term disability policy compensation) in effect at the Bank at any time during the last ten calendar years prior to the date of said disability. If no such policy exists at the time death of the disabilityInsured; or (ii) if the Insured's death follows the Insured's retirement from the Bank, then disability the Insured's highest base annual salary (not including bonus, equity compensation or any other forms of compensation) paid by the Bank to the Insured during the last ten calendar years prior to the Insured's retirement date. Notwithstanding the foregoing, the maximum payment due to the Insured's beneficiary(ies) from the Insurer under this Agreement and the Policies shall not exceed the amount set forth on Schedule A. To the extent possible, an equal amount of each Policy's proceeds shall be defined as a physical or mental impairment of Insured which renders Insured incapable of performing payable to the Insured's normal and regular essential employment duties and which beneficiary(ies) not to exceed such Policy proceeds. Any amount payable in accordance with this subsection (a) in excess of a Policy's proceeds shall thereafter be medically determined to be of permanent duration as the same is construed for purposes of disability benefits under the federal Social Security laws and regulationspaid by any remaining Policy proceeds pro rata. C. The Bank shall be entitled to the remainder of such proceeds of the policy, including but not limited to the cash surrender value as provided in Paragraph VII herein. D. The Bank and the Insured (or assignees) shall share in any interest due on the death proceeds on a pro rata basis as the proceeds due each respectively bears to the total proceeds, excluding any such interest.

DIVISION OF DEATH PROCEEDS. Upon the death of the Insured, the Bank shall cooperate with the Insured's designated beneficiary to take whatever action is necessary to collect the death benefit provided by the Insurer under the Policy. Subject to Paragraphs VII Sections 6 and IX herein9 below, the division of the death proceeds of the policy is Policy shall be as follows: A. At the time of the Insured's death, should (a) If the Insured be employed by the Bank, retired from the Bank, or have had his or her employment terminated from the Bank due to disability*, the Insured's beneficiary(ies), designated in accordance with Paragraph III or the Insured's estate if no beneficiary has been so designated, shall be entitled to an amount equal to eighty percent (80%) of the net-at-risk insurance portion of the proceeds. The net-at-risk insurance portion is the total proceeds less the cash value of the policy. B. Should the Insured not be employed by the Bank at the time of his death or her death for reasons other the Insured has retired from employment with the Bank after completion of not less than disability* or retirementten (10) years of service with the Bank measured from the Effective Date, then the Insured's beneficiary(ies) designated in accordance with Section 2 shall be entitled to payment from the Policy proceeds directly from the Insurer of an amount equal to three hundred percent (300%) of: (i) if the Insured is employed by the Bank at the time of death, the Insured's beneficiary(ies)highest base annual salary (not including bonus, designated in accordance with Paragraph III equity compensation, or the Insured's estate if no beneficiary has been so designated, shall be entitled to the percentage as set forth hereinbelow of the proceeds described in Subparagraph VI (A) above. Date of Hire 10% for each full year of service from the date of first service to a maximum of 80% PLUS If Insured is at least 62 years of age on his or her date of death 20% For a maximum total of 100% *Subject to the Bank's obligations and Insured's rights under Title I of the Americans with Disabilities Act and the Family and Medical Leave Act, if applicable, and any other applicable federal or state laws, for purposes forms of this Agreement, disability shall be defined as the Insured not being able to perform the duties of the Insured's own job and shall be as further defined in the Bank's long term disability policy compensation) in effect at the Bank at any time during the last ten calendar years prior to the date of said disability. If no such policy exists at the time death of the disabilityInsured; or (ii) if the Insured's death follows the Insured's retirement from the Bank after completion of not less than ten (10) years of service with the Bank measured from the Effective Date, then disability the Insured's highest base annual salary (not including bonus, equity compensation or any other forms of compensation) paid by the Bank to the Insured during the last ten calendar years prior to the Insured's retirement date. Notwithstanding the foregoing, the maximum payment due to the Insured's beneficiary(ies) from the Insurer under this Agreement and the Policies shall not exceed the amount set forth on Schedule A. To the extent possible, an equal amount of each Policy's proceeds shall be defined as a physical or mental impairment of Insured which renders Insured incapable of performing payable to the Insured's normal and regular essential employment duties and which beneficiary(ies) not to exceed such Policy proceeds. Any amount payable in accordance with this subsection (a) in excess of a Policy's proceeds shall thereafter be medically determined to be of permanent duration as the same is construed for purposes of disability benefits under the federal Social Security laws and regulationspaid by any remaining Policy proceeds pro rata. C. The Bank shall be entitled to the remainder of such proceeds of the policy, including but not limited to the cash surrender value as provided in Paragraph VII herein. D. The Bank and the Insured (or assignees) shall share in any interest due on the death proceeds on a pro rata basis as the proceeds due each respectively bears to the total proceeds, excluding any such interest.

DIVISION OF DEATH PROCEEDS. Subject to Paragraphs VII and IX herein, the division of the death proceeds of the policy is as follows: A. At the time of the Insuredinsured's death, should the Insured be employed by serving on the Board of the Bank, retired from the Bank, or have had his or her employment service terminated from the Bank due to disability*, the Insured's beneficiary(ies), designated in accordance with Paragraph III or the Insured's estate if no beneficiary has been so designated, shall be entitled to an amount equal to eighty percent (80%) of the net-at-risk insurance portion of the proceeds. The net-at-risk insurance portion is the total proceeds less the cash value of the policy. B. Should the Insured not be employed by serving on the Board of the Bank at the time of his or her death for reasons other than disability* or retirement, the Insured's beneficiary(ies), designated in accordance with Paragraph III or the Insured's estate if no beneficiary has been so designated, shall be entitled to the percentage as set forth hereinbelow of the proceeds described in Subparagraph VI (A) above. Date of Hire 10Subsequent to one (1) 20% for each full year of service full year on the Board of from the date of first service Directors of the Bank to a maximum of 80% PLUS If Insured is at least 62 years of age on his or her date of death 20% For a maximum total of 100% *Subject to the Bank's obligations and Insured's rights under Title I of the Americans with Disabilities Act and the Family and Medical Leave Act, if applicable, and any other applicable federal or state laws, for purposes of this Agreement, disability shall be defined as the Insured not being able to perform the duties of the Insured's own job and shall be as further defined in the Bank's long term disability policy in effect at the time of said disability. If no such policy exists at the time of the disability, then disability shall be defined as a physical or mental impairment of Insured which renders Insured incapable of performing Insured's normal and regular essential employment duties and which shall be medically determined to be of permanent duration as the same is construed for purposes of disability benefits under the federal Social Security laws and regulations. C. The Bank shall be entitled to the remainder of such proceeds of the policy, including but not limited to the cash surrender value as provided in Paragraph VII herein. D. The Bank and the Insured (or assignees) shall share in any interest due on the death proceeds on a pro rata basis as the proceeds due each respectively bears to the total proceeds, excluding any such interest.

DIVISION OF DEATH PROCEEDS. Upon the death of the Insured, the Bank shall cooperate with the Insured’s designated beneficiary to take whatever action is necessary to collect the death benefit provided under the Policy. Subject to Paragraphs VII Sections 6 and IX herein9 below, the division of the death proceeds of the policy is Policy shall be as follows: A. At the time of the Insured's death, should (a) If the Insured be employed by the Bank, retired from the Bank, or have had his or her employment terminated from the Bank due to disability*, the Insured's beneficiary(ies), designated in accordance with Paragraph III or the Insured's estate if no beneficiary has been so designated, shall be entitled to an amount equal to eighty percent (80%) of the net-at-risk insurance portion of the proceeds. The net-at-risk insurance portion is the total proceeds less the cash value of the policy. B. Should the Insured not be employed by the Bank at the time of his death or her the Insured has retired from employment with the Bank after completion of not less than ten (10) years of service with the Bank measured from the Effective Date, then the Insured’s beneficiary(ies) designated in accordance with Section 2 shall be entitled to payment from the Policy proceeds directly from the Insurer of an amount equal to three hundred percent (300%) of: (i) if the Insured is employed by the Bank at the time of death, the Insured’s highest base annual salary (not including bonus, equity compensation, or any other forms of compensation) in effect at the Bank at any time during the last ten calendar years prior to the date of death of the Insured; or (ii) if the Insured’s death follows the Insured’s retirement from the Bank after completion of not less than ten (10) years of service with the Bank measured from the Effective Date, the Insured’s highest base annual salary (not including bonus, equity compensation or any other forms of compensation) paid by the Bank to the Insured during the last ten calendar years prior to the Insured’s retirement date. Notwithstanding the foregoing, the maximum payment due to the Insured’s beneficiary(ies) from the Insurer under this Agreement and the Policies shall not exceed the amount set forth on Schedule A. To the extent possible, an equal amount of each Policy’s proceeds shall be payable to the Insured’s beneficiary(ies) not to exceed such Policy proceeds. Any amount payable in accordance with this subsection (a) in excess of a Policy’s proceeds shall thereafter be paid by any remaining Policy proceeds pro rata. (b) Coverage under this Agreement for the Insured who terminates employment with the Bank (for reasons other than disability* or retirement, death) prior to completion of less than ten (10) years of service with the Insured's beneficiary(ies), designated in accordance with Paragraph III or Bank measured from the Insured's estate if no beneficiary has been so designated, shall be entitled Effective Date (and prior to the percentage occurrence of a Change in Control, as set forth hereinbelow of the proceeds described in Subparagraph VI (Adefined below) above. Date of Hire 10% for each full year of service from the date of first service to a maximum of 80% PLUS If Insured is at least 62 years of age will cease on his or her date last day of death 20% For a maximum total of 100% *Subject to employment with the Bank's obligations and Insured's rights under Title I of the Americans with Disabilities Act and the Family and Medical Leave Act, if applicable, and any other applicable federal or state laws, for purposes of this Agreement, disability shall be defined as the Insured not being able to perform the duties of the Insured's own job and shall be as further defined in the Bank's long term disability policy in effect at the time of said disability. If no such policy exists at the time of the disability, then disability shall be defined as a physical or mental impairment of Insured which renders Insured incapable of performing Insured's normal and regular essential employment duties and which shall be medically determined to be of permanent duration as the same is construed for purposes of disability benefits under the federal Social Security laws and regulations. C. (c) The Bank shall be entitled to the remainder of such proceeds of the policy, including but not limited to the cash surrender value as provided in Paragraph VII hereinPolicy proceeds. D. The Bank and the Insured (or assignees) shall share in any interest due on the death proceeds on a pro rata basis as the proceeds due each respectively bears to the total proceeds, excluding any such interest.

DIVISION OF DEATH PROCEEDS. Subject to Paragraphs VII and IX X herein, the division of the death proceeds of the policy Policy is as follows: A. At If (i) the time Insured is serving as a member of the Insured's death, should the Insured be employed by the Bank, retired from the Bank, or have had his or her employment terminated from the Bank due to disability*, the Insured's beneficiary(ies), designated in accordance with Paragraph III or the Insured's estate if no beneficiary has been so designated, shall be entitled to an amount equal to eighty percent Board of Directors (80%"Board") of the net-at-risk insurance portion of the proceeds. The net-at-risk insurance portion is the total proceeds less the cash value of the policy. B. Should the Insured not be employed by the Bank at the time of his or her death for reasons other than disability* and is not otherwise an employee of the Bank at such time, or retirement(ii) the Insured has previously ceased serving as a member of the Board of Directors of the Bank and was not otherwise an employee of the Bank at such time and at such time had attained the age of sixty (60) and at such time the sum of the years of service of the Insured as a member of the Board of the Bank and his or her age equals or exceeds seventy-five (75); or the Insured was previously serving as a member of the Board of the Bank as of the date of his or her seventieth (70th) birthday (in either case at (ii), being considered to be "Retirement"), then, the Insured's beneficiary(iesBeneficiary(ies), designated in accordance with Paragraph III or the Insured's estate if no beneficiary has been so designatedIII, shall be entitled to payment from the percentage Policy proceeds directly from the Insurer of an amount equal to (1) or (2), as set forth hereinbelow follows: 1) if the Insured is serving as a member of the proceeds described in Subparagraph VI (A) above. Date of Hire 10% for each full year of service from the date of first service to a maximum of 80% PLUS If Insured is at least 62 years of age on his or her date of death 20% For a maximum total of 100% *Subject to the Bank's obligations and Insured's rights under Title I Board of the Americans with Disabilities Act and the Family and Medical Leave Act, if applicable, and any other applicable federal or state laws, for purposes of this Agreement, disability shall be defined as the Insured not being able to perform the duties of the Insured's own job and shall be as further defined in the Bank's long term disability policy in effect Bank at the time of said disability. If no such policy exists at death, then the time Insured's Beneficiary(ies) shall be paid a death benefit from the Insurer in the aggregate amount of $500,000, or 2) if the Insured's death shall follow the Retirement of the disabilityInsured, then disability the Insured's Beneficiary(ies) shall be defined as paid a physical or mental impairment death benefit from the Insurer in the aggregate amount of Insured which renders Insured incapable $500,000. To the extent possible, an equal amount of performing each Policy's proceeds shall be payable to the Insured's normal and regular essential employment duties and which Beneficiary(ies), not to exceed the aggregate death benefits payable under such Policy. Any amount payable in accordance with Section VI.A in excess of a Policy's proceeds shall thereafter be medically determined to be of permanent duration as the same is construed for purposes of disability benefits under the federal Social Security laws and regulationspaid by any remaining Policies proceeds pro rata. C. The B. Subject to the obligations set forth herein, the Bank shall be entitled to the remainder of such proceeds of the policy, including but not limited to the cash surrender value as provided in Paragraph VII herein. D. The Bank and the Insured (or assignees) shall share in any interest due on the death proceeds on a pro rata basis as the proceeds due each respectively bears to the total Policy proceeds, excluding any such interestif any.

DIVISION OF DEATH PROCEEDS. Subject to Paragraphs VII and IX X herein, the division of the death proceeds of the policy Policy is as follows: A. At the time of the Insured's death, should If the Insured be employed by the Bank, retired from the Bank, or have had his or her employment terminated from the Bank due to disability*, the Insured's beneficiary(ies), designated in accordance with Paragraph III or the Insured's estate if no beneficiary has been so designated, shall be entitled to an amount equal to eighty percent (80%is: i) of the net-at-risk insurance portion of the proceeds. The net-at-risk insurance portion is the total proceeds less the cash value of the policy. B. Should the Insured not be employed by the Bank at the time of his or her death for reasons other death, ii) has retired from employment with the Bank after completion of not less than disability* twenty (20 years of service with the Bank, or retirement, iii) has retired from employment with the Bank and at such date of retirement the sum of the Insured's beneficiary(iesage and years of service equals not less than 70 (subparagraph (ii) or (iii) constituting "Retirement"), then the Insured's Beneficiary(ies), designated in accordance with Paragraph III or the Insured's estate if no beneficiary has been so designatedIII, shall be entitled to the percentage as set forth hereinbelow of the proceeds described in Subparagraph VI (A) above. Date of Hire 10% for each full year of service payment from the date Policy proceeds directly from the Insurer of first service an amount equal to a maximum of 80% PLUS If Insured is at least 62 years of age on his or her date of death 20% For a maximum total of 100% *Subject to the Bank's obligations and Insured's rights under Title I of the Americans with Disabilities Act and the Family and Medical Leave Act, if applicable, and any other applicable federal or state laws, for purposes of this Agreement, disability shall be defined as the Insured not being able to perform the duties of two (2) hundred percent (200%) of: 1) the Insured's own job and shall be as further defined in the Bank's long term disability policy highest annual base salary (not including bonus, equity compensation, deferred compensation or any other forms of compensation) in effect at the Bank at any time during the three calendar years prior to the date of said disability. If no such policy exists death of the Insured (if the Insured is employed by the Bank at the time of death), or 2) the disabilityInsured's highest annual base salary (not including bonus, then disability equity compensation, deferred compensation or any other forms of compensation) paid by the Bank to the Insured during the three calendar years prior to the date of Retirement of the Insured (if the Insured's death shall follow the Retirement of the Insured). Notwithstanding the foregoing, the maximum payment due the Insured's beneficiary(ies) from the Insurer due under this Agreement and the sum of all of the Policies noted above shall not exceed $_______ in the aggregate. To the extent possible, an equal amount of each Policy's proceeds shall be defined as a physical or mental impairment of Insured which renders Insured incapable of performing payable to the Insured's normal and regular essential employment duties and which Beneficiary(ies), not to exceed such Policy proceeds. Any amount payable in accordance with Section V1.A in excess of a Policy's proceeds shall thereafter be medically determined to be of permanent duration as the same is construed for purposes of disability benefits under the federal Social Security laws and regulationspaid by any remaining Policies proceeds pro rata. C. The B. Subject to the obligations set forth therein, the Bank shall be entitled to the remainder of such proceeds of the policy, including but not limited to the cash surrender value as provided in Paragraph VII hereinPolicy proceeds. D. The Bank and the Insured (or assignees) shall share in any interest due on the death proceeds on a pro rata basis as the proceeds due each respectively bears to the total proceeds, excluding any such interest.

DIVISION OF DEATH PROCEEDS. Upon the death of the Insured, the Bank shall cooperate with the Insured's designated beneficiary to take whatever action is necessary to collect the death benefit provided under the Policy. Subject to Paragraphs VII Sections 6 and IX herein9 below, the division of the death proceeds of the policy is Policy shall be as follows: A. At the time of the Insured's death, should (a) If the Insured be employed by the Bank, retired from the Bank, or have had his or her employment terminated from the Bank due to disability*, the Insured's beneficiary(ies), designated in accordance with Paragraph III or the Insured's estate if no beneficiary has been so designated, shall be entitled to an amount equal to eighty percent (80%) of the net-at-risk insurance portion of the proceeds. The net-at-risk insurance portion is the total proceeds less the cash value of the policy. B. Should the Insured not be employed by the Bank at the time of his death or her death for reasons other the Insured has retired from employment with the Bank after completion of not less than disability* or retirementten (10) years of service with the Bank measured from the Effective Date, then the Insured's beneficiary(ies) designated in accordance with Section 2 shall be entitled to payment from the Policy proceeds directly from the Insurerof an amount equal to three hundred percent (300%) of: (i) if the Insured is employed by the Bank at the time of death, the Insured's beneficiary(ies)highest base annual salary (not including bonus, designated in accordance with Paragraph III equity compensation, or the Insured's estate if no beneficiary has been so designated, shall be entitled to the percentage as set forth hereinbelow of the proceeds described in Subparagraph VI (A) above. Date of Hire 10% for each full year of service from the date of first service to a maximum of 80% PLUS If Insured is at least 62 years of age on his or her date of death 20% For a maximum total of 100% *Subject to the Bank's obligations and Insured's rights under Title I of the Americans with Disabilities Act and the Family and Medical Leave Act, if applicable, and any other applicable federal or state laws, for purposes forms of this Agreement, disability shall be defined as the Insured not being able to perform the duties of the Insured's own job and shall be as further defined in the Bank's long term disability policy compensation) in effect at the Bank at any time during the last ten calendar years prior to the date of said disability. If no such policy exists at the time death of the disabilityInsured; or (ii) if the Insured's death follows the Insured's retirement from the Bank after completion of not less than ten (10) years of service with the Bank measured from the Effective Date, then disability the Insured's highest base annual salary (not including bonus, equity compensation or any other forms of compensation) paid by the Bank to the Insured during the last ten calendar years prior to the Insured's retirement date. Notwithstanding the foregoing, the maximum payment due to the Insured's beneficiary(ies) from the Insurer under this Agreement and the Policies shall not exceed the amount set forth on Schedule A. To the extent possible, an equal amount of each Policy's proceeds shall be defined as a physical or mental impairment of Insured which renders Insured incapable of performing payable to the Insured's normal and regular essential employment duties and which beneficiary(ies) not to exceed such Policy proceeds. Any amount payable in accordance with this subsection (a) in excess of a Policy's proceeds shall thereafter be medically determined to be of permanent duration as the same is construed for purposes of disability benefits under the federal Social Security laws and regulationspaid by any remaining Policy proceeds pro rata. C. The Bank shall be entitled to the remainder of such proceeds of the policy, including but not limited to the cash surrender value as provided in Paragraph VII herein. D. The Bank and the Insured (or assignees) shall share in any interest due on the death proceeds on a pro rata basis as the proceeds due each respectively bears to the total proceeds, excluding any such interest.

DIVISION OF DEATH PROCEEDS. Subject to Paragraphs VII and IX herein, the division of the death proceeds of the policy is as follows: A. At the time of the Insured's ’s death, should the Insured be employed by the Bank, retired from the Bank, or have had his or her employment terminated from the Bank due to disability*, the Insured's ’s beneficiary(ies), designated in accordance with Paragraph III or the Insured's ’s estate if no beneficiary has been so designated, shall be entitled to an amount equal to eighty percent (80%) of the net-at-risk insurance portion of the proceeds. The net-at-risk insurance portion is the total proceeds less the cash value of the policy. B. Should the Insured not be employed by the Bank at the time of his or her death for reasons other than disability* or retirement, the Insured's ’s beneficiary(ies), designated in accordance with Paragraph III or the Insured's ’s estate if no beneficiary has been so designated, shall be entitled to the percentage as set forth hereinbelow of the proceeds described in Subparagraph VI (A) above. Date of Hire 10% for each full year of service from the date of first service to a maximum of 80% PLUS If Insured is at least 62 years of age on his or her date of death 20% For a maximum total of 100% *Subject to the Bank's ’s obligations and Insured's ’s rights under Title I of the Americans with Disabilities Act and the Family and Medical Leave Act, if applicable, and any other applicable federal or state laws, for purposes of this Agreement, disability shall be defined as the Insured not being able to perform the duties of the Insured's ’s own job and shall be as further defined in the Bank's ’s long term disability policy in effect at the time of said disability. If no such policy exists at the time of the disability, then disability shall be defined as a physical or mental impairment of Insured which renders Insured incapable of performing Insured's ’s normal and regular essential employment duties and which shall be medically determined to be of permanent duration as the same is construed for purposes of disability benefits under the federal Social Security laws and regulations. C. The Bank shall be entitled to the remainder of such proceeds of the policy, including but not limited to the cash surrender value as provided in Paragraph VII herein. D. The Bank and the Insured (or assignees) shall share in any interest due on the death proceeds on a pro rata basis as the proceeds due each respectively bears to the total proceeds, excluding any such interest.

DIVISION OF DEATH PROCEEDS. Upon the death of the Insured, the Bank shall cooperate with the Insured's designated beneficiary to take whatever action is necessary to collect the death benefit provided by the Insurer under the Policy. Subject to Paragraphs VII Sections 6 and IX herein9 below, the division of the death proceeds of the policy is Policy shall be as follows: A. At the time of the Insured's death, should (a) If the Insured be employed by the Bank, retired from the Bank, or have had his or her employment terminated from the Bank due to disability*, the Insured's beneficiary(ies), designated in accordance with Paragraph III or the Insured's estate if no beneficiary has been so designated, shall be entitled to an amount equal to eighty percent (80%) of the net-at-risk insurance portion of the proceeds. The net-at-risk insurance portion is the total proceeds less the cash value of the policy. B. Should the Insured not be employed by the Bank at the time of his death or her the Insured has retired from employment with the Bank after completion of not less than ten (10) years of service with the Bank measured from the Effective Date, then the Insured's beneficiary(ies) designated in accordance with Section 2 shall be entitled to payment from the Policy proceeds directly from the Insurer of an amount equal to three hundred percent (300%) of: (i) if the Insured is employed by the Bank at the time of death, the Insured's highest base annual salary (not including bonus, equity compensation, or any other forms of compensation) in effect at the Bank at any time during the last ten calendar years prior to the date of death of the Insured; or (ii) if the Insured's death follows the Insured's retirement from the Bank after completion of not less than ten (10) years of service with the Bank measured from the Effective Date, the Insured's highest base annual salary (not including bonus, equity compensation or any other forms of compensation) paid by the Bank to the Insured during the last ten calendar years prior to the Insured's retirement date. Notwithstanding the foregoing, the maximum payment due to the Insured's beneficiary(ies) from the Insurer under this Agreement and the Policies shall not exceed the amount set forth on Schedule A. To the extent possible, an equal amount of each Policy's proceeds shall be payable to the Insured's beneficiary(ies) not to exceed such Policy proceeds. Any amount payable in accordance with this subsection (a) in excess of a Policy's proceeds shall thereafter be paid by any remaining Policy proceeds pro rata. (b) Coverage under this Agreement for the Insured who terminates employment with the Bank (for reasons other than disability* or retirement, death) prior to completion of less than ten (10) years of service with the Insured's beneficiary(ies), designated in accordance with Paragraph III or Bank measured from the Insured's estate if no beneficiary has been so designated, shall be entitled Effective Date (and prior to the percentage occurrence of a Change in Control, as set forth hereinbelow of the proceeds described in Subparagraph VI (Adefined below) above. Date of Hire 10% for each full year of service from the date of first service to a maximum of 80% PLUS If Insured is at least 62 years of age will cease on his or her date last day of death 20% For a maximum total of 100% *Subject to employment with the Bank's obligations and Insured's rights under Title I of the Americans with Disabilities Act and the Family and Medical Leave Act, if applicable, and any other applicable federal or state laws, for purposes of this Agreement, disability shall be defined as the Insured not being able to perform the duties of the Insured's own job and shall be as further defined in the Bank's long term disability policy in effect at the time of said disability. If no such policy exists at the time of the disability, then disability shall be defined as a physical or mental impairment of Insured which renders Insured incapable of performing Insured's normal and regular essential employment duties and which shall be medically determined to be of permanent duration as the same is construed for purposes of disability benefits under the federal Social Security laws and regulations. C. (c) The Bank shall be entitled to the remainder of such proceeds of the policy, including but not limited to the cash surrender value as provided in Paragraph VII hereinPolicy proceeds. D. The Bank and the Insured (or assignees) shall share in any interest due on the death proceeds on a pro rata basis as the proceeds due each respectively bears to the total proceeds, excluding any such interest.