Common use of Employee Benefit Plans; Existing Agreements Clause in Contracts

Employee Benefit Plans; Existing Agreements. (a) Following the Effective Time, the employees of the Company and its Subsidiaries (the “Company Employees”) shall be eligible to participate in employee benefit plans, including severance plans (each a “Parent Plan”), of Parent or its Subsidiaries in which similarly situated employees of Parent or its Subsidiaries participate, to the same extent that similarly situated employees of Parent or its Subsidiaries participate; provided, however, that, in the case of all benefits then provided to the Company Employees, until the first anniversary of the Effective Time, Parent may instead provide such employees with participation in the employee benefit plans of the Company in which they participated immediately prior to the Effective Time (it being understood that inclusion of Company Employees in Parent’s employee benefit plans may occur at different times with respect to different plans). From and after the Effective Time, Parent may elect not to provide to the Company Employees any benefits which are not then provided by Parent and its Subsidiaries to their employees notwithstanding that such benefits were provided by the Company and its Subsidiaries to their employees immediately prior to the Effective Time. In the case of benefits which are provided at the Effective Time by Parent to employees of Parent and its Subsidiaries but are not then provided by the Company and its Subsidiaries to their employees, Parent will as soon as possible, and in all events within one year, after the Effective Time include the Company Employees in the plans under which such benefits are made available. (b) With respect to each Parent Plan for which length of service is taken into account for any purpose, service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides past service credit) shall be treated as service with Parent for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of defined benefit pension benefits); provided however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations, if permitted by the Parent Plan. If permitted by the Parent Plan, each Parent Plan shall waive pre-existing condition limitations to the same extent waived under the applicable Company Plan, and Company Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Parent Plan. (c) As of the Effective Time, Parent shall assume and honor and shall cause the appropriate Subsidiaries of Parent to assume and to honor in accordance with their terms all agreements listed in Section 7.8 of the Company Disclosure Schedule (the “Benefit Agreements”). Parent acknowledges and agrees that (i) the Merger will constitute a “change in control” of the Company for all purposes under such agreements and (ii) calendar year 2007 shall be deemed to be the most recent “year” for purposes of calculating any severance or change-in-control payments due under the Benefit Agreements in connection with the Merger, the salary used in calculating any portion of such payments shall be the individual’s salary, on an annualized basis, in effect as of the date hereof, and the Company is authorized, notwithstanding any contrary provisions herein, to amend the Benefit Agreements to clarify the intentions set forth in this Section 7.8(c)(ii). The provisions of this Section 7.8(c) are intended to be for the benefit of, and shall be enforceable by, each director, officer or employee that is a party to any Benefit Agreement. (d) Parent and the Company agree that, prior to the Effective Time, the Company may adopt a severance plan (the “Severance Plan”), and a change in control retention plan (the “Retention Plan”) as provided in Section 6.1(i) of the Company Disclosure Schedule. Notwithstanding any other provision of this Agreement, any Plan or otherwise, Parent agrees from and after the Closing Date to maintain in full force and effect, without amendment or modification, (i) for a period of no less than one year following the Closing Date, the Severance Plan and (ii) the Retention Plan until such time as all Parent or Company obligations are fulfilled thereunder. The Severance Plan shall provide each Company employee two weeks of severance pay (at his then current pay rate) for each year of service with the Company or any Company Subsidiary prior to such Company employee’s employment termination date; provided that the minimum benefit for Company employees shall be four weeks’ salary, and the maximum severance benefit will be fifty-two weeks’ salary for exempt employees and twenty-six weeks’ salary for non-exempt employees. (e) Prior to the Effective Time, the Company shall amend all Plans that are or could be subject to Section 409A of the Code to comply with the final regulations under Section 409A, subject to the prior review and approval of Parent.

Employee Benefit Plans; Existing Agreements. (a) Following As of the Effective Time, the employees of the Company and its Subsidiaries (the “Company Employees”) PFI shall be eligible to participate in employee benefit plans, including plans and severance plans (each a “Parent Plan”), of Parent Buyer or its Subsidiaries in which similarly situated employees of Parent Buyer or its Subsidiaries participate, to the same extent that similarly situated employees of Parent Buyer or its Subsidiaries participate; provided, however, that, in the case of all benefits then provided to the Company Employees, until the first anniversary of the Effective Time, Parent may instead provide such employees with participation in the employee benefit plans of the Company in which they participated immediately prior to the Effective Time participate (it being understood that inclusion of Company Employees PFI’s employees in ParentBuyer’s employee benefit plans may occur at different times with respect to different plans) (hereinafter the “Buyer Plans”). From and after the Effective Time, Parent may elect not to provide to the Company Employees any benefits which are not then provided by Parent and its Subsidiaries to their employees notwithstanding that such benefits were provided by the Company and its Subsidiaries to their employees immediately prior to the Effective Time. In the case of benefits which are provided at the Effective Time by Parent to employees of Parent and its Subsidiaries but are not then provided by the Company and its Subsidiaries to their employees, Parent will as soon as possible, and in all events within one year, after the Effective Time include the Company Employees in the plans under which such benefits are made available. (b) With respect to each Parent Buyer Plan for which length of service is taken into account for any purposepurpose (including Buyer’s severance plan), service with the Company or any of its Subsidiaries PFI (or predecessor employers to the extent the Company PFI provides past service credit) shall be treated as service with Parent Buyer for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of defined benefit pension benefits); provided however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations, if . To the extent permitted by the Parent Plan. If permitted by the Parent PlanBuyer Plans, each Parent Buyer Plan shall waive pre-existing condition conditions limitations under Buyer Plans with respect to any employee of PFI to the same extent waived that such condition was covered under the applicable Company Plan, and Company Employees PFI Plan as of the Effective Time. PFI’s employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Parent Buyer Plan. (c) As of the Effective Time, Parent shall assume and honor and Buyer shall cause the appropriate Subsidiaries of Parent Newco to assume and to honor in accordance with their terms all written agreements listed in Section 7.8 4.18 of the Company PFI Disclosure Schedule (the “Benefit Agreements”). Parent Buyer acknowledges and agrees that (i) the Merger will constitute a “merger, sale or a change in control” control of the Company PFI for all purposes under such agreements and agreements. (iid) calendar year 2007 shall be deemed to be the most recent “year” for purposes of calculating any severance or change-in-control payments due under the Benefit Agreements in connection with the Merger, the salary used in calculating any portion of such payments shall be the individual’s salary, on an annualized basis, in effect as of the date hereof, and the Company is authorized, notwithstanding any contrary provisions herein, to amend the Benefit Agreements to clarify the intentions set forth References in this Section 7.8(c)(ii)7.8 to employees of PFI shall include employees of each PFI Subsidiary. The provisions of this Section 7.8(c) 7.8 are intended to be for the benefit of, and shall be enforceable by, each director, officer or and employee that is a party to any Benefit Agreement. (d) Parent of PFI and the Company agree that, prior to the Effective Time, the Company may adopt a severance plan (the “Severance Plan”), and a change in control retention plan (the “Retention Plan”) as provided in Section 6.1(i) of the Company Disclosure Schedule. Notwithstanding any other provision of this Agreement, any Plan or otherwise, Parent agrees from and after the Closing Date to maintain in full force and effect, without amendment or modification, (i) for a period of no less than one year following the Closing Date, the Severance Plan and (ii) the Retention Plan until such time as all Parent or Company obligations are fulfilled thereunder. The Severance Plan shall provide each Company employee two weeks of severance pay (at his then current pay rate) for each year of service with the Company or any Company Subsidiary prior to such Company employee’s employment termination date; provided that the minimum benefit for Company employees shall be four weeks’ salary, and the maximum severance benefit will be fifty-two weeks’ salary for exempt employees and twenty-six weeks’ salary for non-exempt employeesits Subsidiaries. (e) Prior to As of the Effective Time, Buyer shall merge the Company Pelican Financial, Inc. Retirement Plan into the Xxxxx Bank Group, Ltd. 401(k) Profit Sharing Plan and Trust (the “Buyer’s Plan”). The Buyer’s Plan shall amend all Plans that are or could be subject to Section 409A of the Code to comply with surviving plan following the final regulations under Section 409A, subject to the prior review and approval of Parentmerger.

Employee Benefit Plans; Existing Agreements. (a) Following As of the Effective Time, the employees of the Company and its Subsidiaries (the “Company Employees”) CNBFB shall be eligible to participate in employee benefit plans, including plans and severance plans (each a “Parent Plan”), of Parent TSFG or its Subsidiaries in which similarly situated employees of Parent TSFG or its Subsidiaries participate, to the same extent that similarly situated employees of Parent TSFG or its Subsidiaries participate; provided, however, that, in the case of all benefits then provided to the Company Employees, until the first anniversary of the Effective Time, Parent may instead provide such employees with participation in the employee benefit plans of the Company in which they participated immediately prior to the Effective Time participate (it being understood that inclusion of Company Employees CNBFB's employees in Parent’s TSFG's employee benefit plans may occur at different times with respect to different plans). From and after the Effective Time, Parent may elect not to provide to the Company Employees any benefits which are not then provided by Parent and its Subsidiaries to their employees notwithstanding that such benefits were provided by the Company and its Subsidiaries to their employees immediately prior to the Effective Time. In the case of benefits which are provided at the Effective Time by Parent to employees of Parent and its Subsidiaries but are not then provided by the Company and its Subsidiaries to their employees, Parent will as soon as possible, and in all events within one year, after the Effective Time include the Company Employees in the plans under which such benefits are made available. (b) With respect to each Parent TSFG Plan for which length of service is taken into account for any purposepurpose (including TSFG's severance plan), service with the Company or any of its Subsidiaries CNBFB (or predecessor employers to the extent the Company CNBFB provides past service credit) shall be treated as service with Parent TSFG for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of defined benefit pension benefits); provided however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations, if permitted by the Parent Plan. If permitted by the Parent Plan, each Parent Each TSFG Plan shall waive pre-existing condition limitations to the same extent waived under the applicable Company CNBFB Plan, and Company Employees . CNBFB's employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Parent TSFG Plan. (c) As of the Effective Time, Parent TSFG shall assume and honor and shall cause the appropriate Subsidiaries of Parent TSFG to assume and to honor in accordance with their terms all written agreements listed in Section 7.8 4.13(a) of the Company Disclosure Schedule CNBFB (the “Benefit Agreements”). Parent d) TSFG hereby acknowledges and agrees that (i) the Merger will constitute a “change in control” of the Company for all purposes under such agreements and (ii) calendar year 2007 shall be deemed to be the most recent “year” for purposes of calculating any severance or change-in-control payments due under the Benefit Agreements in connection with the Merger, Merger it will succeed to all the salary used in calculating any portion rights and obligations of such payments shall be CNBFB under the individual’s salary, employment agreements set forth on an annualized basis, in effect as Section 4.13 of the date hereof, and the Company is authorized, notwithstanding any contrary provisions herein, to amend the Benefit Agreements to clarify the intentions set forth in this Section 7.8(c)(ii). The provisions of this Section 7.8(c) are intended to be for the benefit of, and shall be enforceable by, each director, officer or employee that is a party to any Benefit Agreement. (d) Parent and the Company agree that, prior to the Effective Time, the Company may adopt a severance plan (the “Severance Plan”), and a change in control retention plan (the “Retention Plan”) as provided in Section 6.1(i) of the Company CNBFB Disclosure Schedule. Notwithstanding any other provision of this Agreement, any Plan or otherwise, Parent agrees from and after the Closing Date to maintain in full force and effect, without amendment or modification, (i) for a period of no less than one year following the Closing Date, the Severance Plan and (ii) the Retention Plan until such time as all Parent or Company obligations are fulfilled thereunder. The Severance Plan shall provide each Company employee two weeks of severance pay (at his then current pay rate) for each year of service with the Company or any Company Subsidiary prior to such Company employee’s employment termination date; provided that the minimum benefit for Company employees shall be four weeks’ salary, and the maximum severance benefit will be fifty-two weeks’ salary for exempt employees and twenty-six weeks’ salary for non-exempt employees. (e) Prior to the Effective Time, the Company shall amend all Plans that are or could be subject to Section 409A of the Code to comply with the final regulations under Section 409A, subject to the prior review and approval of Parent.

Employee Benefit Plans; Existing Agreements. (a) Following the Effective Time, the The employees of the Company and its Subsidiaries Ravenna (the “Company "Ravenna Employees”") shall be eligible entitled to participate in Buyer's employee benefit plans, including severance plans (each a “Parent Plan”), of Parent or its Subsidiaries in which similarly situated employees of Parent or its Subsidiaries Buyer participate, to the same extent that similarly situated as comparable employees of Parent or its Subsidiaries participate; providedBuyer, however, that, in the case of all benefits then provided to the Company Employees, until the first anniversary of the Effective Time, Parent may instead provide such employees with participation in the employee benefit plans of the Company in which they participated immediately prior to the Effective Time (it being understood that inclusion of Company Employees in Parent’s employee benefit plans may occur at different times with respect to different plans)except as outlined below. From and after the Effective Time, Parent may elect not to provide to the Company Employees any benefits which are not then provided by Parent and its Subsidiaries to their employees notwithstanding that such benefits were provided by the Company and its Subsidiaries to their employees immediately prior to the Effective Time. In the case of benefits which are provided at the Effective Time by Parent to employees of Parent and its Subsidiaries but are not then provided by the Company and its Subsidiaries to their employees, Parent will as soon as possible, and in all events within one year, after the Effective Time include the Company Employees in the plans under which such benefits are made available. (b) With respect to each Parent Plan for which length of service is taken into account for any purpose, service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides past service credit) shall be treated as service with Parent for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of defined benefit pension benefits); provided however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations, if permitted by the Parent Plan. If permitted by the Parent Plan, each Parent Plan shall waive pre-existing condition limitations to the same extent waived under the applicable Company Plan, and Company Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Parent Plan. (c) As of the Effective Time, Parent Buyer shall assume permit Ravenna Employees to participate in Buyer's group health, life and disability insurance plans on the same terms and conditions as applicable to comparable employees of Buyer and its Subsidiary; provided, however, that all Ravenna employees and dependents will be eligible to participate in health insurance plans of the Association upon the merger without regard to any pre-existing conditions or exclusions and with no uninsured waiting periods, and the carry over of all current plan year deductibles and annual out-of-pocket contribution, to the extent permitted by the Buyer's medical insurance plans. Buyer shall continue the Ravenna Savings Bank 401(k) Profit Sharing Plan (the "Ravenna 401(k) Plan") for a period of up to two years for the benefit of the Ravenna Employees. After such period, Buyer may elect to merge the Ravenna 401(k) Plan into the Buyer's 401(k) savings plan. As of the next entry date beginning two years after the Effective Time, Buyer shall permit Ravenna Employees to participate in the Association's employee stock ownership plan ("ESOP") on the same terms and conditions as employees of Buyer and its Subsidiary. Buyer shall give effect to years of service with Ravenna and its Subsidiary as if such service were with Buyer, for purposes of eligibility and vesting, but not for benefit accrual purposes, provided, however, in no event shall said Ravenna employees be credited with more than three (3) years of service with Ravenna and its Subsidiary for vesting purposes under the ESOP as of the Effective Time. Ravenna Employees shall retain their accrued short-term disability, unused sick leave benefits and vacation pay determined as of the Effective Time, provided such amounts have been fully accrued for by Ravenna as of the Effective Time; and Ravenna Employees shall be entitled to payment of vacation pay as provided in past practice by Ravenna. As of the Effective Time, all participants under Ravenna's defined contribution plan shall become 100% vested in all participant accounts. With respect to Buyer's welfare benefit plans, (including by example, vacation, sick leave, severance), Ravenna employees shall have prior service with Ravenna recognized for purposes of eligibility to participate, vesting and benefits accrual purposes. (b) Buyer shall honor and shall cause the appropriate Subsidiaries of Parent to assume and Surviving Entity to honor in accordance with their terms all employment, severance and other compensation agreements and arrangements of Ravenna Employees, officers and directors. Such agreements and arrangements shall include, but not be limited to (i) severance benefit plans listed in Section 7.8 6.7(b)(1) of the Company Ravenna Disclosure Schedule (the “Benefit Agreements”). Parent acknowledges and agrees that (i) the Merger will constitute a “change in control” of the Company for all purposes under such agreements and (ii) calendar year 2007 shall be deemed to be the most recent “year” for purposes of calculating any severance or change-in-control payments due under the Benefit Agreements in connection with the MergerSchedule, the salary used in calculating any portion of such payments shall be the individual’s salary, on an annualized basis, in effect as of the date hereof, and the Company is authorized, notwithstanding any contrary provisions herein, to amend the Benefit Agreements to clarify the intentions set forth in this Section 7.8(c)(ii). The provisions of this Section 7.8(c) are intended to be for the benefit of, and shall be enforceable by, each director, officer or employee that is a party to any Benefit Agreement. (d) Parent and the Company agree that, existing prior to the Effective Time, the Company may adopt a severance plan (the “Severance Plan”), and a change in control retention plan (the “Retention Plan”) as provided in Section 6.1(i) of the Company Disclosure Schedule. Notwithstanding any other provision execution of this Agreement, any Plan or otherwise, Parent agrees from and after the Closing Date to maintain in full force and effect, without amendment or modification, (i) for a period of no less than one year following the Closing Date, the Severance Plan Agreement and (ii) the Retention Plan until agreements and arrangement, as set forth in Section 6.7(b)(2) of the Ravenna Disclosure Schedule, provided that they have previously been delivered to Buyer. At Buyer's election, benefits to be paid from such time as all Parent or Company obligations are fulfilled thereunder. The Severance Plan agreements and arrangements shall provide each Company employee two weeks of severance pay (at his then current pay rate) for each year of service with the Company or any Company Subsidiary be paid by Ravenna prior to such Company employee’s employment termination date; provided that the minimum benefit for Company employees shall be four weeks’ salary, and the maximum severance benefit will be fifty-two weeks’ salary for exempt employees and twenty-six weeks’ salary for non-exempt employeesClosing. (ec) Prior In the event that the employment of any Ravenna Employee who did not have an employment agreement with Ravenna at the Effective Time is actually terminated by Buyer within one hundred twenty (120) days following the Effective Time for reasons due to the Effective TimeMerger, the Company then Buyer shall amend all Plans that are or could be subject provide to Section 409A such terminated Ravenna Employee a severance payment in an amount equal to such Ravenna Employee's weekly salary as of the Code date of such termination multiplied by each full year during which such Ravenna Employee has been employed by Ravenna or its Subsidiary, up to comply with ten years of employment; provided, however, that Buyer shall retain the final regulations under Section 409Aright to terminate any Ravenna Employee for justifiable cause, subject without becoming obligated to the prior review and approval of Parentpay such severance payment.

Employee Benefit Plans; Existing Agreements. (a) Following As of the Effective Time, the employees of the Company and its Subsidiaries (the “Company Employees”) PFC shall be eligible to participate in employee benefit plans, including plans and severance plans (each a “Parent Plan”), of Parent TSFG or its Subsidiaries in which similarly situated employees of Parent TSFG or its Subsidiaries participate, to the same extent that similarly situated employees of Parent TSFG or its Subsidiaries participate; provided, however, that, in the case of all benefits then provided to the Company Employees, until the first anniversary of the Effective Time, Parent may instead provide such employees with participation in the employee benefit plans of the Company in which they participated immediately prior to the Effective Time participate (it being understood that inclusion of Company Employees PFC’s employees in Parent’s TSFG's employee benefit plans may occur at different times with respect to different plans). From and after the Effective Time, Parent may elect not to provide to the Company Employees any benefits which are not then provided by Parent and its Subsidiaries to their employees notwithstanding that such benefits were provided by the Company and its Subsidiaries to their employees immediately prior to the Effective Time. In the case of benefits which are provided at the Effective Time by Parent to employees of Parent and its Subsidiaries but are not then provided by the Company and its Subsidiaries to their employees, Parent will as soon as possible, and in all events within one year, after the Effective Time include the Company Employees in the plans under which such benefits are made available. (b) With respect to each Parent Plan TSFG pension and welfare benefit plan for which length of service is taken into account for any purposepurpose (including TSFG’s severance plan), service with the Company or any of its Subsidiaries PFC (or predecessor employers to the extent the Company PFC provides past service credit) shall be treated as service with Parent TSFG for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of defined benefit pension benefits); provided however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations, if permitted by the Parent Plan. If permitted by the Parent Plan, each Parent Plan Each TSFG welfare benefit plan shall waive pre-existing condition limitations to the same extent waived under the applicable Company PFC Plan, and Company Employees . PFC’s employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Parent PlanTSFG welfare benefit plan. (c) As of the Effective Time, Parent TSFG shall assume and honor and shall cause the appropriate Subsidiaries of Parent TSFG to assume and to honor in accordance with their terms all written agreements listed in Section 7.8 4.13(a) of the Company PFC Disclosure Schedule (the “Benefit Agreements”). Parent TSFG acknowledges and agrees that (i) the Merger will constitute a “merger, sale or a change in control” control of the Company PFC for all purposes under such agreements and (ii) calendar year 2007 shall be deemed to be the most recent “year” for purposes of calculating any severance or change-in-control payments due under the Benefit Agreements in connection with the Merger, the salary used in calculating any portion of such payments shall be the individual’s salary, on an annualized basis, in effect as of the date hereof, and the Company is authorized, notwithstanding any contrary provisions herein, to amend the Benefit Agreements to clarify the intentions set forth in this Section 7.8(c)(ii)agreements. The provisions of this Section 7.8(c) are intended to be for the benefit of, and shall be enforceable by, each director, officer or employee that is a party to any Benefit Agreement. (d) Parent and the Company agree that, prior to the Effective Time, the Company may adopt a severance plan (the “Severance Plan”), and a change in control retention plan (the “Retention Plan”) as provided in Section 6.1(i) Employees of the Company Disclosure Schedule. Notwithstanding any other provision of this Agreement, any Plan or otherwise, Parent agrees from and after the Closing Date to maintain in full force and effect, without amendment or modification, (i) for a period of no less than one year PFC who are terminated by TSFG following the Closing Date, shall receive severance benefits under the Severance Plan and (ii) the Retention Plan until such time as all Parent or Company obligations are fulfilled thereunder. The Severance Plan shall provide each Company employee two weeks current terms of TSFG’s severance pay (at his then current pay rate) for each year of service with the Company or any Company Subsidiary prior to such Company employee’s employment termination date; provided that the minimum benefit for Company employees shall be four weeks’ salary, and the maximum severance benefit will be fifty-two weeks’ salary for exempt employees and twenty-six weeks’ salary for non-exempt employeesplan. (e) Prior to the Effective Time, the Company shall amend all Plans that are or could be subject to Section 409A of the Code to comply with the final regulations under Section 409A, subject to the prior review and approval of Parent.

Employee Benefit Plans; Existing Agreements. (a) Following the Effective Time, the employees of the Company Bank and its Subsidiaries (the “Company Bank Employees”) shall be eligible to participate in employee benefit plans, including severance plans (each a “Parent Plan”), of Parent or its Subsidiaries in which similarly situated employees of Parent or its Subsidiaries participate, to the same extent that similarly situated employees of Parent or its Subsidiaries participate; provided, however, that, in the case of all benefits then provided to the Company Bank Employees, until the first anniversary of the Effective Time, Parent may instead provide such employees with participation in the employee benefit plans of the Company Bank on a basis that is no less favorable to such employees than those plans in which they participated immediately prior to the Effective Time (it being understood that inclusion of Company Bank Employees in Parent’s employee benefit plans may occur at different times with respect to different plans). From and after the Effective Time, Parent may elect not to provide to the Company Bank Employees any benefits which are not then provided by Parent and its Subsidiaries to their employees notwithstanding that such benefits were provided by the Company Bank and its Subsidiaries to their employees immediately prior to the Effective Time. In the case of benefits which are provided at the Effective Time by Parent to employees of Parent and its Subsidiaries but are not then provided by the Company Bank and its Subsidiaries to their employees, Parent will as soon as possible, and in all events within one year, after the Effective Time include the Company Bank Employees in the plans under which such benefits are made available. (b) With respect to each Parent Plan for which length of service is taken into account for any purpose, service with the Company Bank or any of its Subsidiaries (or predecessor employers to the extent the Company Bank provides past service credit) shall be treated as service with Parent for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of defined benefit pension benefits); provided however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations, if permitted by the Parent Plan. If permitted by the Parent Plan, each Each Parent Plan shall waive pre-existing condition limitations with respect to the same extent waived under the applicable Company Plan, and Company Bank Employees. Bank Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Parent Plan. (c) As of the Effective Time, Parent shall assume and honor and shall cause the appropriate Subsidiaries of Parent to assume and to honor in accordance with their terms all agreements listed in Section 7.8 7.9(c) of the Company Bank Disclosure Schedule (the “Benefit Agreements”). Parent acknowledges and agrees that (i) the Merger will constitute a “change in control” of the Company Bank for all purposes under such agreements and (ii) calendar year 2007 shall be deemed to be the most recent “year” for purposes of calculating any severance or change-in-control payments due under the Benefit Agreements in connection with the Merger, the salary used in calculating any portion of such payments shall be the individual’s salary, on an annualized basis, in effect as of the date hereof, and the Company is authorized, notwithstanding any contrary provisions herein, to amend the Benefit Agreements to clarify the intentions set forth in this Section 7.8(c)(ii)agreements. The provisions of this Section 7.8(c7.9(c) are intended to be for the benefit of, and shall be enforceable by, each director, officer or employee that is a party to any Benefit Agreement. (d) Any person who is serving as an employee of the Bank as of the date of this Agreement (other than those employees who, pursuant to Section 7.14 hereof, enter into employment agreements with SPB) whose employment is discontinued by Parent or SPB within one year after the Effective Time (unless termination of such employment is for Cause (as defined below)) shall be entitled to a severance payment from Parent or SPB equal in amount to two weeks’ base pay for each full year such employee was employed by the Bank or any successor or predecessor thereto, subject to a minimum of four weeks’ severance and a maximum of 26 weeks’ severance. For purposes of this Section 7.9(d), “Cause” shall mean termination because of the Company agree thatemployee’s personal dishonesty, prior incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties or willful violation of any law, rule, or regulation (other than traffic violations or similar offenses). Notwithstanding anything to the Effective Timecontrary contained herein, the Company Bank may adopt a severance plan (the “Severance Plan”), and a change in control pay cash retention plan (the “Retention Plan”) as provided in Section 6.1(i) bonuses to employees of the Company Disclosure Schedule. Notwithstanding any other provision Bank and its Subsidiaries who are selected by the chief executive officer of this Agreementthe Bank with the prior approval of Parent, any Plan or otherwisesuch approval not to be unreasonably withheld, Parent agrees from in order to help retain key employees through the Effective Time and after the Closing Date to maintain in full force and effect, without amendment or modification, (i) for a specified period of no less than one year following the Closing Datethereafter, the Severance Plan and (ii) the Retention Plan until such time as all Parent or Company obligations are fulfilled thereunder. The Severance Plan shall provide each Company employee two weeks of severance pay (at his then current pay rate) for each year of service with the Company or any Company Subsidiary prior to such Company employee’s employment termination date; provided that the minimum benefit for Company employees aggregate amount of such retention bonuses shall be four weeks’ salary, and the maximum severance benefit will be fifty-two weeks’ salary for exempt employees and twenty-six weeks’ salary for non-exempt employeesnot exceed $200,000. (e) Prior to the Effective Time, the Company shall amend all Plans that are or could be subject to Section 409A of the Code to comply with the final regulations under Section 409A, subject to the prior review and approval of Parent.

Employee Benefit Plans; Existing Agreements. (a) Following As of the Effective Time, to the extent permissible under the terms of the BancorpSouth Plans, the employees of the Company Pinnacle and its Subsidiaries (the “Company "Pinnacle Employees”") shall be eligible to participate in BancorpSouth's employee benefit plans, including severance plans (each a “Parent Plan”), of Parent or its Subsidiaries in which similarly situated employees of Parent BancorpSouth or its Subsidiaries BancorpSouth Bank participate, to the same extent that as similarly situated employees of Parent BancorpSouth or its Subsidiaries participate; provided, however, that, in the case of all benefits then provided to the Company Employees, until the first anniversary of the Effective Time, Parent may instead provide such employees with participation in the employee benefit plans of the Company in which they participated immediately prior to the Effective Time BancorpSouth Bank (it being understood that inclusion of Company Pinnacle Employees in Parent’s BancorpSouth's employee benefit plans may occur at different times with respect to different plans). From and after the Effective Time, Parent may elect not to provide to the Company Employees any benefits which are not then provided by Parent and its Subsidiaries to their employees notwithstanding that such benefits were provided by the Company and its Subsidiaries to their employees immediately prior to the Effective Time. In the case of benefits which are provided at the Effective Time by Parent to employees of Parent and its Subsidiaries but are not then provided by the Company and its Subsidiaries to their employees, Parent will as soon as possible, and in all events within one year, after the Effective Time include the Company Employees in the plans under which such benefits are made available. (b) With respect to each Parent BancorpSouth Plan for which length that is an "employee benefit plan," as defined in section 3(3) of service is taken into account for any purposeERISA, service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides past service credit) shall be treated as service with Parent for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for vesting or accrual of defined benefit pension benefits)) service with Pinnacle (or predecessor employers to the extent Pinnacle provides past service credit) shall be treated as service with BancorpSouth; provided provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication or increase of benefits. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations, if permitted by the Parent Plan. If permitted by the Parent Plan, each Parent Each BancorpSouth Plan shall waive pre-existing condition limitations to the same extent waived under the applicable Company Pinnacle Plan, and Company . Pinnacle Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Parent BancorpSouth Plan. (c) As of the Effective Time, Parent except as described in Section 8.2(d) below and except as otherwise agreed, BancorpSouth shall assume and honor and shall cause the appropriate Subsidiaries of Parent BancorpSouth to assume and to honor in accordance with their terms all agreements listed in Section 7.8 of the Company Disclosure Schedule (the “Benefit Agreements”). Parent acknowledges employment, severance and agrees that (i) the Merger will constitute a “change in control” of the Company for all purposes under such other compensation agreements and (ii) calendar year 2007 shall be deemed arrangements existing prior to be the most recent “year” for purposes of calculating any severance or change-in-control payments due under the Benefit Agreements in connection with the Merger, the salary used in calculating any portion of such payments shall be the individual’s salary, on an annualized basis, in effect as of the date hereof, and the Company is authorized, notwithstanding any contrary provisions herein, to amend the Benefit Agreements to clarify the intentions set forth in this Section 7.8(c)(ii). The provisions execution of this Section 7.8(c) Agreement which are intended to be for the benefit of, between Pinnacle or any of its Subsidiaries and shall be enforceable by, each any director, officer or employee that is a party to any Benefit Agreementthereof and which have been disclosed in the Pinnacle Disclosure Schedule. (d) Parent BancorpSouth and Pinnacle agree to cooperate and take all reasonable actions to effect the merger of any employee benefit plan that is intended to be qualified under section 401(a) of the Code into the appropriate tax-qualified retirement plan of BancorpSouth after the Merger is completed, so that such plan merger satisfies the requirements of section 414(l) of the Code; provided, however, that BancorpSouth shall not be obligated to effect such a merger of a plan unless such plan is fully funded under section 412 of the Code and section 302 of ERISA, to the extent applicable, and the Company agree thatmerger would not jeopardize the tax-qualified status of any BancorpSouth Plan. (e) Notwithstanding the preceding paragraph, if requested by BancorpSouth, prior to the Effective Time, the Company may adopt a severance plan (the “Severance Plan”)Pinnacle shall freeze, terminate, amend or take other action with respect to any Plan that BancorpSouth, in its sole discretion, deems advisable and a change in control retention plan (the “Retention Plan”) as provided in Section 6.1(i) of the Company Disclosure Schedule. Notwithstanding any other provision of not inconsistent with this Agreement, any Plan or otherwise, Parent agrees from and after the Closing Date provide all required notices to maintain in full force participants and effect, without amendment or modification, (i) for a period of no less than one year following the Closing Date, the Severance Plan and (ii) the Retention Plan until such time as all Parent or Company obligations are fulfilled thereunder. The Severance Plan shall provide each Company employee two weeks of severance pay (at his then current pay rate) for each year of service with the Company or any Company Subsidiary prior to such Company employee’s employment termination date; provided that the minimum benefit for Company employees shall be four weeks’ salary, and the maximum severance benefit will be fifty-two weeks’ salary for exempt employees and twenty-six weeks’ salary for non-exempt employeesappropriate governmental agencies. (e) Prior to the Effective Time, the Company shall amend all Plans that are or could be subject to Section 409A of the Code to comply with the final regulations under Section 409A, subject to the prior review and approval of Parent.

Employee Benefit Plans; Existing Agreements. (a) Following As soon as practicable following the Effective Time, the employees of the Company and its Subsidiaries (the “"Company Employees”") shall be eligible to participate in Buyer's employee benefit plans, including severance plans (each a “Parent Plan”), of Parent or its Subsidiaries in which similarly situated employees of Parent Buyer or its Subsidiaries Buyer Bank participate, to the same extent that similarly as similarly-situated employees of Parent Buyer or its Subsidiaries participate; provided, however, that, in the case of all benefits then provided to the Company Employees, until the first anniversary of the Effective Time, Parent may instead provide such employees with participation in the employee benefit plans of the Company in which they participated immediately prior to the Effective Time Buyer Bank (it being understood that inclusion of Company Employees in Parent’s Buyer's employee benefit plans may occur at different times with respect to different plans). From and after ) provided, however, that Buyer shall continue the Effective Time, Parent may elect not to provide to the Company Employees any benefits which are not then provided by Parent and its Subsidiaries to their employees notwithstanding that such benefits were provided by the comparable plans of Company and its Subsidiaries for the exclusive benefit of Company Employees until such time Company Employees become eligible to their employees immediately prior to participate in the Effective Timeplans of Buyer or Buyer Bank. In the case Company's ESOP shall terminate as of benefits which are provided at the Effective Time and prior to such time Company shall make contributions to the ESOP sufficient to enable the trustee of the plan to repay in full all outstanding acquisition loans of the plan. If Company cannot make contributions sufficient to enable the trustee to repay such loans in full by Parent reasons of the operation of Section 415(c) of the Code then, in accordance with the terms of the ESOP, the trustee shall sell a number of shares sufficient to employees repay the remaining portion of Parent the loan. All shares of stock and its Subsidiaries but are not then provided cash held by the Company and its Subsidiaries to their employees, Parent will plan as soon as possible, and in all events within one year, after of the Effective Time include shall be allocated to participants of the Company Employees ESOP in the plans under which such benefits are made availableaccordance with its terms. (b) With respect to each Parent Buyer Plan for which length of service that is taken into account for any purposean "employee benefit plan," as defined in Section 3(3)of ERISA, service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides past service credit) shall be treated as service with Parent for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of defined benefit pension benefits), service with the Company and its Subsidiaries shall be treated as service with Buyer; provided however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations, if permitted by the Parent Plan. If permitted by the Parent Plan, each Parent Plan shall waive pre-existing condition limitations to the same extent waived under the applicable Company Plan, and Company Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Parent Buyer Plan. (c) As of the Effective Time, Parent Buyer shall assume and honor and shall cause the appropriate Subsidiaries of Parent to assume and Buyer to honor and Company shall pay at the Closing Date, in accordance with their terms all employment, severance and other compensation agreements listed and arrangements existing prior to the execution of this Agreement which are between the Company or any of its Subsidiaries and any director, officer or employee thereof and which have been disclosed in the Company Disclosure Schedule and previously have been delivered to Buyer. All payments under employment and change in control agreements, identified in Section 7.8 4.15(a) of the Company Disclosure Schedule (between the “Benefit Agreements”). Parent acknowledges Company or its Subsidiaries and agrees that (i) the Merger will constitute a “change in control” individual officers and employees of the Company for all purposes under such agreements and (ii) calendar year 2007 or its Subsidiaries shall be deemed to be the most recent “year” for purposes of calculating any severance or change-in-control payments due under the Benefit Agreements in connection with the Merger, the salary used in calculating any portion of such payments shall be the individual’s salary, on an annualized basis, in effect as of the date hereof, and paid by the Company is authorized, notwithstanding any contrary provisions herein, to amend the Benefit Agreements to clarify the intentions set forth in this Section 7.8(c)(ii). The provisions of this Section 7.8(c) are intended to be for the benefit of, and shall be enforceable by, each director, officer or employee that is a party to any Benefit Agreement. (d) Parent and the Company agree that, prior to the Effective Time, the Company may adopt a severance plan (the “Severance Plan”), and a change in control retention plan (the “Retention Plan”) as provided in Section 6.1(i) of the Company Disclosure Schedule. Notwithstanding any other provision of this Agreement, any Plan or otherwise, Parent agrees from and after at the Closing Date to maintain regardless of whether or not such individual continues in full force and effect, without amendment employment with Buyer or modification, (i) for a period of no less than one year following the Closing Date, the Severance Plan and (ii) the Retention Plan until such time as all Parent or Company obligations are fulfilled thereunderits Subsidiaries. The Severance Plan shall provide each Company employee two weeks Disclosure Schedule sets forth the reasonable, good faith estimates of amounts payable under employment and severance pay (at his then current pay rate) for each year of service with agreements between the Company or any Company Subsidiary prior to its Subsidiaries and certain individuals and the amounts shown and methodology used in preparing such Company employee’s employment termination date; provided that the minimum benefit for Company employees estimates shall be four weeks’ salary, and followed in determining the maximum severance benefit will be fifty-two weeks’ salary for exempt employees and twenty-six weeks’ salary for non-exempt employeesactual amounts payable under such agreements. (e) Prior to the Effective Time, the Company shall amend all Plans that are or could be subject to Section 409A of the Code to comply with the final regulations under Section 409A, subject to the prior review and approval of Parent.

Employee Benefit Plans; Existing Agreements. (a) Following Except as otherwise provided in this Agreement, Parent will review all the Company Benefit Plans to determine whether to maintain, terminate or continue such plans after the Effective Time. As of or as soon as practicable following the Effective Time, the former employees of the Company and its Subsidiaries who become employees of Parent or Parent’s Bank as of the Effective Time (the “Company Employees”) shall be eligible to participate in the employee benefit plans, including severance plans of Parent and its Subsidiaries (each a the “Parent PlanPlans”), ) in which similarly situated employees of Parent or and its Subsidiaries in which participate, to the same extent as similarly situated employees of Parent or its Subsidiaries participate, to the same extent that similarly situated employees of Parent or its Subsidiaries participate; provided, however, that, in the case of all benefits then provided to the Company Employees, until the first anniversary of the Effective Time, Parent may instead provide such employees with participation in the employee benefit plans of the Company in which they participated immediately prior to the Effective Time (it being understood that inclusion of Company Employees in Parent’s employee benefit plans such Parent Plans may occur at different times with respect to different plans); provided that Company Employees shall not be eligible to participate in any Parent defined benefit plan. From and after Notwithstanding the foregoing, Parent’s or its Subsidiary’s provision to Company Employees, following the Effective Time, Parent may elect not of employee benefit plans that, in the aggregate, are substantially comparable to provide to the generally applicable Company Benefit Plans in effect for Company Employees any benefits which are not then provided by Parent and its Subsidiaries to their employees notwithstanding that such benefits were provided by the Company and its Subsidiaries to their employees immediately prior to the Effective Time. In Time shall be deemed to satisfy the case of benefits which are provided at the Effective Time by Parent to employees of Parent and its Subsidiaries but are not then provided by the Company and its Subsidiaries to their employees, Parent will as soon as possible, and in all events within one year, after the Effective Time include the Company Employees in the plans under which such benefits are made availablepreceding sentence. (b) With respect to each Parent Plan Plan, other than an employee pension plan as such term is defined in Section 3(2) of ERISA, for which length purposes of service is taken into account determining eligibility to participate and vesting only (but not for any purposepurposes of benefit accrual), service with the Company or any of its Subsidiaries (or predecessor employers to the extent that the Company provides past service credit) shall be treated as service with Parent Parent; provided, however, that credit for prior service shall be given under the Parent’s employee stock ownership plan only for purposes of determining eligibility to participate, vesting, participate in such plan and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of defined benefit pension benefits); provided however, that such service vesting purposes. Parent shall not be recognized use commercially reasonable efforts to the extent that such recognition would result in a duplication of benefits. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations, if permitted by the Parent Plan. If permitted by the Parent Plan, cause each Parent Plan shall that is a group health plan to waive pre-existing condition limitations applicable to the Company Employees (to the same extent waived such limitations were satisfied immediately prior to the Closing). Terminated employees of the Company or the Company’s Bank and their qualified beneficiaries will have the right to continued coverage under the applicable Company Plangroup health plans of Parent in accordance with, and to the extent required by, COBRA. This Agreement shall not be construed to limit the ability of Parent or Parent’s Bank to terminate the employment of any Company Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments Employee or to review any Parent Plans or Company Benefit Plans from time to time and out-of-pocket maximums to make such changes (including terminating any such plan) as though such amounts had been paid in accordance with the terms and conditions of the Parent Planthey deem appropriate. (c) As of Prior to the Effective Time, Parent shall assume and honor the Company shall, and shall cause its Subsidiaries to, take all necessary actions to terminate the appropriate Subsidiaries of Parent to assume Gold Coast Bank 401(k) Profit Sharing Plan and to honor in accordance with their terms all agreements listed in Section 7.8 of the Company Disclosure Schedule Trust (the “Benefit Agreements401(k) Plan”). Parent acknowledges and agrees that (i) the Merger will constitute a “change in control” effective as of the day immediately preceding the Effective Time (or such earlier date as may be agreed to by Parent in writing), unless Parent provides written notice to the Company for all purposes under such agreements and (iiprior to the Effective Time that the 401(k) calendar year 2007 Plan shall not be deemed to be the most recent “year” for purposes of calculating any severance or change-in-control payments due under the Benefit Agreements in terminated. In connection with the Merger, the salary used in calculating any portion of such payments shall be the individual’s salary, on an annualized basis, in effect as termination of the date hereof401(k) Plan, and the Company is authorized, notwithstanding any contrary provisions herein, to amend the Benefit Agreements to clarify the intentions set forth unless otherwise instructed by Parent in this Section 7.8(c)(ii). The provisions of this Section 7.8(c) are intended to be for the benefit of, and shall be enforceable by, each director, officer or employee that is a party to any Benefit Agreement. (d) Parent and the Company agree thatwriting, prior to the Effective Time, the Company shall seek a favorable determination letter from the IRS on the termination of the 401(k) Plan. If the 401(k) Plan is terminated pursuant to the above: (1) no later than as soon as administratively practicable following the receipt of such favorable determination letter (or the termination date of the plan if no favorable determination letter is sought) the account balances of all participants and beneficiaries in the 401(k) Plan shall either be distributed to the participants and beneficiaries or transferred or rolled over to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct in accordance with the requirements of the Code and ERISA; (2) if Parent, in its sole discretion permits, Company Employees may elect to roll over their 401(k) Plan accounts (excluding loans) into the Parent’s or its Subsidiary’s 401(k) plan, subject to the terms and conditions of Parent’s or its Subsidiary’s 401(k) plan; (3) prior to the Effective Time, the Company shall adopt a severance plan the necessary amendments and board resolutions to effect the provisions of this Section 6.07(c); (4) the “Severance Plan”), and a change in control retention plan Company shall provide Parent with evidence that the 401(k) Plan has been terminated pursuant to resolutions of the board of directors (the “Retention Plan”) as provided in Section 6.1(ior similar body) of the Company Disclosure Schedule. Notwithstanding any other provision or its Subsidiaries, as the case may be and such resolutions shall be subject to review by, and shall be in form and substance reasonably acceptable to, Parent; and (5) prior to the Effective Time, the Company shall (x) ensure that all participants’ 401(k) Plan account balances as of this Agreement, any the effective date of the termination of the 401(k) Plan or otherwise, Parent agrees from and after the Closing Date to maintain in full force and effect, without amendment or modificationare fully vested, (iy) for a period timely provide such notices regarding the termination of no less than one year following the Closing Date, 401(k) Plan to third-party service providers as may be required under the Severance Plan terms of the applicable service provider agreements or policies of such third-party service providers and (iiz) the Retention take such other actions in furtherance of terminating any such 401(k) Plan until such time as all Parent or Company obligations are fulfilled thereundermay reasonably request. The Severance Plan shall provide each Company employee two weeks of severance pay (at his then current pay rate) for each year of service with the Company or any Company Subsidiary prior to such Company employee’s employment termination date; provided that the minimum benefit for Company employees shall be four weeks’ salary, and the maximum severance benefit will be fifty-two weeks’ salary for exempt employees and twenty-six weeks’ salary for non-exempt employees. (e) Prior to the Effective Time, the Company shall amend make all Plans contributions due under the terms of the 401(k) Plan with respect to periods ending on or before the Effective Time (including, without limitation, deferral, nonelective, profit-sharing, matching and true-up contributions). If deemed necessary or appropriate by Parent following its review and diligence of the 401(k) Plan, prior to the Effective Time, the Company shall, or shall cause Company’s Bank to, (i) submit a “voluntary correction program” filing with the IRS for the 401(k) Plan (pursuant to Revenue Procedure 2019-19 or successor IRS guidance), covering such 401(k) Plan matters as Parent may deem necessary or appropriate, (ii) take any corrective action relating to the 401(k) Plan in connection with such IRS filing or as Parent may otherwise reasonably require and (iii) provide Parent with such information relating to the 401(k) Plan as Parent shall reasonably request in order for Parent to determine the extent to which any such filing and/or corrective action is necessary or appropriate. Any such filing shall be submitted, and any such corrective action shall be taken, as soon as reasonably practicable following Parent’s provision of written notice to the Company that are or could such filing and/or corrective action shall be required under this provision, and shall be subject to Section 409A of the Code to comply with the final regulations under Section 409Areview by, subject and shall be in form and substance reasonably acceptable to, Parent. (d) Prior to the Closing, the Company’s Board of Directors shall take all actions necessary such that all Stock Options that are outstanding immediately before the Effective Time shall vest and all Company Stock Compensation Plans, including all underlying Option Grant Agreements and Old Stock Options, shall terminate immediately prior review to the Effective Time. (e) Nothing in this Section 6.07 is intended to confer any rights upon any Person (including, without limitation, any Company Employee) other than the Parties, and approval of Parentnothing herein shall otherwise create any third-party beneficiary rights in any Person, including, without limitation, any Company Employee.

Employee Benefit Plans; Existing Agreements. (a) Following the Effective Time, the employees of the Company North Fork shall continue to provide to individuals who are employed by GreenPoint and its Subsidiaries (the “Company Employees”) shall be eligible to participate in employee benefit plans, including severance plans (each a “Parent Plan”), of Parent or its Subsidiaries in which similarly situated employees of Parent or its Subsidiaries participate, to the same extent that similarly situated employees of Parent or its Subsidiaries participate; provided, however, that, in the case of all benefits then provided to the Company Employees, until the first anniversary as of the Effective TimeTime who remain employed with North Fork or any Subsidiary of North Fork ("Affected Employees"), Parent may instead provide for so long as such employees with participation Affected Employees remain employed by North Fork or any Subsidiary of North Fork, employee benefits (i) pursuant to the Plans as in the employee benefit plans of the Company in which they participated effect immediately prior to the Effective Time or (ii) pursuant to employee benefit plans, programs, policies or arrangements maintained by North Fork or any Subsidiary of North Fork provided to similarly situated employees of North Fork (it being understood that inclusion of Company Affected Employees in Parent’s the employee benefit plans of North Fork or a Subsidiary of North Fork may occur at different times with respect to different plans)) on terms no less favorable in the aggregate than the employee benefits provided to similarly situated employees of North Fork. From and after Notwithstanding anything contained herein to the contrary, each Affected Employee whose employment is terminated during the one-year period following the Effective Time, Parent may elect not Time shall be entitled to provide receive severance pay and benefits pursuant to the Company terms of the GreenPoint XX Xxxxxxxxx Policy under Change in Control as in effect on the date hereof, a true and correct copy of which is attached to Section 6.7 of the GreenPoint Disclosure Schedule. (b) North Fork shall, or shall cause GreenPoint to, give Affected Employees full credit for purposes of eligibility, vesting and determination of the level of benefits under (but not for accrual of pension benefits except as provided below with respect to a cash balance pension plan) any benefits which are not then provided employee benefit and compensation plans or arrangements maintained by Parent and North Fork or any Subsidiary of North Fork for such Affected Employees' service with GreenPoint or any Subsidiary of GreenPoint (or any predecessor entity) to the same extent that such service was credited for purposes of any comparable employee benefit plan of GreenPoint or any of its Subsidiaries to their employees notwithstanding that such benefits were provided by the Company and its Subsidiaries to their employees immediately prior to the Effective Time. In the case For purposes of benefits which are provided at the Effective Time any cash balance pension plan maintained or contributed to by Parent to employees of Parent and its Subsidiaries but are not then provided by the Company and its Subsidiaries to their employees, Parent will as soon as possible, and in all events within one year, after the Effective Time include the Company Employees in the plans under which such benefits are made available. (b) With respect to each Parent Plan for which length of service is taken into account for any purpose, service with the Company North Fork or any of its Subsidiaries in which Affected Employees become eligible to participate following the Effective Time (excluding the cash balance pension plan maintained or predecessor employers sponsored by GreenPoint or its Subsidiaries immediately prior to the extent Effective Time), the Company provides past Affected Employees' level of benefit accruals under any such plans (for periods of service creditfollowing the date on which the Affected Employees commence participation in such plans) shall be treated determined based on the Affected Employees' credited service prior to the Effective Time (as service with Parent recognized for the same purpose by GreenPoint for purposes of determining eligibility the cash balance pension plan maintained or sponsored by GreenPoint or its Subsidiaries immediately prior to participatethe Effective Time) and with North Fork and any of its Subsidiaries following the Effective Time. (c) North Fork shall, vestingor shall cause the appropriate Subsidiaries of North Fork and GreenPoint to, (i) waive all limitations as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Affected Employees under any welfare benefit plans that such employees may be eligible to participate in after the Effective Time, other than limitations or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of the Effective Time (or date of participation in any such plan if later) under any comparable welfare plan maintained for the Affected Employees immediately prior to the Effective Time (or date of participation in any such plan if later), and entitlement to benefits, including (ii) provide each Affected Employee with credit for severance benefits any co-payments and vacation entitlement (but not for accrual of defined benefit pension benefits); provided however, that such service shall not be recognized deductibles paid prior to the extent that Effective Time (or date of participation in any such recognition would result plan if later) during the calendar year in a duplication which the Effective Time (or date of benefits. Such service also shall apply participation in any such plan if later) occurs for purposes of satisfying any waiting periods, evidence of insurability requirements, applicable deductible or the application of any preexisting condition limitations, if permitted by the Parent Plan. If permitted by the Parent Plan, each Parent Plan shall waive pre-existing condition limitations to the same extent waived under the applicable Company Plan, and Company Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments and out-of-pocket maximums as though requirements under any welfare plans that such amounts had been paid employees are eligible to participate in accordance with after the terms and conditions Effective Time (or date of the Parent Planparticipation in any such plan if later). (cd) As of Following the Effective Time, Parent North Fork shall assume honor, fulfill and honor discharge and shall cause the appropriate Subsidiaries of Parent North Fork to assume honor, fulfill and to honor discharge in accordance with their terms all agreements listed in Section 7.8 of the Company Disclosure Schedule Plans (the “Benefit Agreements”). Parent acknowledges and agrees that (i) the Merger will constitute a “change in control” of the Company for all purposes under such agreements and (ii) calendar year 2007 shall be deemed to be the most recent “year” for purposes of calculating any severance or change-in-control payments due under the Benefit Agreements in connection with the Merger, the salary used in calculating any portion of such payments shall be the individual’s salary, on an annualized basis, as in effect as of the date hereof, and the Company is authorized, notwithstanding any contrary provisions herein, to amend the Benefit Agreements to clarify the intentions set forth in this Section 7.8(c)(ii). The provisions of this Section 7.8(c) are intended to be for the benefit of, and shall be enforceable by, each director, officer or employee that is a party to any Benefit Agreement. (d) Parent and the Company agree that, prior to the Effective Time) which have been disclosed in the GreenPoint Disclosure Schedule and previously have been made available or delivered to North Fork; provided, the Company may adopt a severance plan (the “Severance Plan”)however, and a change that nothing herein shall prevent North Fork from amending or terminating any Plans in control retention plan (the “Retention Plan”) as provided in Section 6.1(i) of the Company Disclosure Schedule. Notwithstanding any other provision of this Agreement, any Plan or otherwise, Parent agrees from and after the Closing Date to maintain in full force and effect, without amendment or modification, (i) for a period of no less than one year following the Closing Date, the Severance Plan and (ii) the Retention Plan until such time as all Parent or Company obligations are fulfilled thereunder. The Severance Plan shall provide each Company employee two weeks of severance pay (at his then current pay rate) for each year of service accordance with the Company or any Company Subsidiary prior to terms of such Company employee’s employment termination date; provided that the minimum benefit for Company employees shall be four weeks’ salary, and the maximum severance benefit will be fifty-two weeks’ salary for exempt employees and twenty-six weeks’ salary for non-exempt employeesPlans. (e) Prior to the Effective Time, GreenPoint shall adopt a resolution providing for the Company shall amend all Plans that are or could be subject to Section 409A termination of the Code ESOP effective immediately prior to comply with the final regulations under Section 409A, Effective Time and subject to the prior review occurrence thereof. In connection with such termination, after the Effective Time, in accordance with the terms of the ESOP, the trustee shall sell a number of shares sufficient to repay in full the outstanding acquisition loans of the ESOP. All shares of North Fork Common Stock and approval cash held by the ESOP after repayment of Parentsuch loan shall be allocated to the accounts of the eligible participants of the ESOP in accordance with its terms. Prior to the Effective Time, North Fork shall take the action necessary (including the amendment of North Fork's 401(k) Plan) to permit the Affected Employees to roll any eligible rollover distributions from the ESOP into North Fork's 401(k) Plan. (f) North Fork shall take all necessary action to effectuate the agreements set forth in Section 6.7(f) of the GreenPoint Disclosure Schedule.

Employee Benefit Plans; Existing Agreements. (a) Following the Effective Time, the employees of the Company North Fork shall continue to provide to individuals who are employed by GreenPoint and its Subsidiaries as of the Effective Time who remain employed with North Fork or any Subsidiary of North Fork (the “Company Affected Employees”) shall be eligible to participate in employee benefit plans, including severance plans (each a “Parent Plan”), for so long as such Affected Employees remain employed by North Fork or any Subsidiary of Parent or its Subsidiaries in which similarly situated employees of Parent or its Subsidiaries participateNorth Fork, employee benefits (i) pursuant to the same extent that similarly situated employees of Parent or its Subsidiaries participate; provided, however, that, Plans as in the case of all benefits then provided to the Company Employees, until the first anniversary of the Effective Time, Parent may instead provide such employees with participation in the employee benefit plans of the Company in which they participated effect immediately prior to the Effective Time or (ii) pursuant to employee benefit plans, programs, policies or arrangements maintained by North Fork or any Subsidiary of North Fork provided to similarly situated employees of North Fork (it being understood that inclusion of Company Affected Employees in Parent’s the employee benefit plans of North Fork or a Subsidiary of North Fork may occur at different times with respect to different plans)) on terms no less favorable in the aggregate than the employee benefits provided to similarly situated employees of North Fork. From and after Notwithstanding anything contained herein to the contrary, each Affected Employee whose employment is terminated during the one-year period following the Effective Time, Parent may elect not Time shall be entitled to provide receive severance pay and benefits pursuant to the Company terms of the GreenPoint GX Xxxxxxxxx Policy under Change in Control as in effect on the date hereof, a true and correct copy of which is attached to Section 6.7 of the GreenPoint Disclosure Schedule. (b) North Fork shall, or shall cause GreenPoint to, give Affected Employees full credit for purposes of eligibility, vesting and determination of the level of benefits under (but not for accrual of pension benefits except as provided below with respect to a cash balance pension plan) any benefits which are not then provided employee benefit and compensation plans or arrangements maintained by Parent and North Fork or any Subsidiary of North Fork for such Affected Employees’ service with GreenPoint or any Subsidiary of GreenPoint (or any predecessor entity) to the same extent that such service was credited for purposes of any comparable employee benefit plan of GreenPoint or any of its Subsidiaries to their employees notwithstanding that such benefits were provided by the Company and its Subsidiaries to their employees immediately prior to the Effective Time. In the case For purposes of benefits which are provided at the Effective Time any cash balance pension plan maintained or contributed to by Parent to employees of Parent and its Subsidiaries but are not then provided by the Company and its Subsidiaries to their employees, Parent will as soon as possible, and in all events within one year, after the Effective Time include the Company Employees in the plans under which such benefits are made available. (b) With respect to each Parent Plan for which length of service is taken into account for any purpose, service with the Company North Fork or any of its Subsidiaries in which Affected Employees become eligible to participate following the Effective Time (excluding the cash balance pension plan maintained or predecessor employers sponsored by GreenPoint or its Subsidiaries immediately prior to the extent Effective Time), the Company provides past Affected Employees’ level of benefit accruals under any such plans (for periods of service creditfollowing the date on which the Affected Employees commence participation in such plans) shall be treated determined based on the Affected Employees’ credited service prior to the Effective Time (as service with Parent recognized for the same purpose by GreenPoint for purposes of determining eligibility the cash balance pension plan maintained or sponsored by GreenPoint or its Subsidiaries immediately prior to participatethe Effective Time) and with North Fork and any of its Subsidiaries following the Effective Time. (c) North Fork shall, vestingor shall cause the appropriate Subsidiaries of North Fork and GreenPoint to, (i) waive all limitations as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Affected Employees under any welfare benefit plans that such employees may be eligible to participate in after the Effective Time, other than limitations or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of the Effective Time (or date of participation in any such plan if later) under any comparable welfare plan maintained for the Affected Employees immediately prior to the Effective Time (or date of participation in any such plan if later), and entitlement to benefits, including (ii) provide each Affected Employee with credit for severance benefits any co-payments and vacation entitlement (but not for accrual of defined benefit pension benefits); provided however, that such service shall not be recognized deductibles paid prior to the extent that Effective Time (or date of participation in any such recognition would result plan if later) during the calendar year in a duplication which the Effective Time (or date of benefits. Such service also shall apply participation in any such plan if later) occurs for purposes of satisfying any waiting periods, evidence of insurability requirements, applicable deductible or the application of any preexisting condition limitations, if permitted by the Parent Plan. If permitted by the Parent Plan, each Parent Plan shall waive pre-existing condition limitations to the same extent waived under the applicable Company Plan, and Company Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments and out-of-pocket maximums as though requirements under any welfare plans that such amounts had been paid employees are eligible to participate in accordance with after the terms and conditions Effective Time (or date of the Parent Planparticipation in any such plan if later). (cd) As of Following the Effective Time, Parent North Fork shall assume honor, fulfill and honor discharge and shall cause the appropriate Subsidiaries of Parent North Fork to assume honor, fulfill and to honor discharge in accordance with their terms all agreements listed in Section 7.8 of the Company Disclosure Schedule Plans (the “Benefit Agreements”). Parent acknowledges and agrees that (i) the Merger will constitute a “change in control” of the Company for all purposes under such agreements and (ii) calendar year 2007 shall be deemed to be the most recent “year” for purposes of calculating any severance or change-in-control payments due under the Benefit Agreements in connection with the Merger, the salary used in calculating any portion of such payments shall be the individual’s salary, on an annualized basis, as in effect as of the date hereof, and the Company is authorized, notwithstanding any contrary provisions herein, to amend the Benefit Agreements to clarify the intentions set forth in this Section 7.8(c)(ii). The provisions of this Section 7.8(c) are intended to be for the benefit of, and shall be enforceable by, each director, officer or employee that is a party to any Benefit Agreement. (d) Parent and the Company agree that, prior to the Effective Time) which have been disclosed in the GreenPoint Disclosure Schedule and previously have been made available or delivered to North Fork; provided, the Company may adopt a severance plan (the “Severance Plan”)however, and a change that nothing herein shall prevent North Fork from amending or terminating any Plans in control retention plan (the “Retention Plan”) as provided in Section 6.1(i) of the Company Disclosure Schedule. Notwithstanding any other provision of this Agreement, any Plan or otherwise, Parent agrees from and after the Closing Date to maintain in full force and effect, without amendment or modification, (i) for a period of no less than one year following the Closing Date, the Severance Plan and (ii) the Retention Plan until such time as all Parent or Company obligations are fulfilled thereunder. The Severance Plan shall provide each Company employee two weeks of severance pay (at his then current pay rate) for each year of service accordance with the Company or any Company Subsidiary prior to terms of such Company employee’s employment termination date; provided that the minimum benefit for Company employees shall be four weeks’ salary, and the maximum severance benefit will be fifty-two weeks’ salary for exempt employees and twenty-six weeks’ salary for non-exempt employeesPlans. (e) Prior to the Effective Time, GreenPoint shall adopt a resolution providing for the Company shall amend all Plans that are or could be subject to Section 409A termination of the Code ESOP effective immediately prior to comply with the final regulations under Section 409A, Effective Time and subject to the prior review occurrence thereof. In connection with such termination, after the Effective Time, in accordance with the terms of the ESOP, the trustee shall sell a number of shares sufficient to repay in full the outstanding acquisition loans of the ESOP. All shares of North Fork Common Stock and approval cash held by the ESOP after repayment of Parentsuch loan shall be allocated to the accounts of the eligible participants of the ESOP in accordance with its terms. Prior to the Effective Time, North Fork shall take the action necessary (including the amendment of North Fork’s 401(k) Plan) to permit the Affected Employees to roll any eligible rollover distributions from the ESOP into North Fork’s 401(k) Plan. (f) North Fork shall take all necessary action to effectuate the agreements set forth in Section 6.7(f) of the GreenPoint Disclosure Schedule.

Employee Benefit Plans; Existing Agreements. (a) Following As of or as soon as practicable following the Effective Time, the employees of the Company and its Subsidiaries (the “"Company Employees”") shall become employees of ICBC or a Subsidiary thereof and shall be eligible to participate in employee benefit plans, including severance plans (each a “Parent Plan”), of Parent or its Subsidiaries the ICBC Plans in which similarly situated employees of Parent ICBC or its Subsidiaries ICBC Bank participate, to the same extent that as similarly situated employees of Parent ICBC or its Subsidiaries participate; provided, however, that, in the case of all benefits then provided to the Company Employees, until the first anniversary of the Effective Time, Parent may instead provide such employees with participation in the employee benefit plans of the Company in which they participated immediately prior to the Effective Time ICBC Bank (it being understood that inclusion of Company Employees in Parent’s such employee benefit plans may occur at different times with respect to different plans). From and after the Effective Time; provided, Parent may elect not to provide to the Company Employees however, that (i) nothing contained herein shall require ICBC or any benefits which are not then provided by Parent and of its Subsidiaries to their employees notwithstanding make any grants to any Company Employee under either the ICBC Stock Plan or the ICBC 1998 Recognition and Retention Plan and Trust Agreement, it being understood that any such benefits were provided by the Company grants are completely discretionary, and (ii) nothing contained herein shall require ICBC or any of its Subsidiaries to their employees immediately prior permit a Company Employee who is receiving severance as a result of the transactions contemplated by this Agreement pursuant to the Effective Time. In the case of benefits which are provided at the Effective Time by Parent to employees of Parent any employment, severance, consulting or other compensation agreements, plans and its Subsidiaries but are not then provided by arrangements with the Company and or any of its Subsidiaries to their employees, Parent will as soon as possible, and participate in all events within one year, after the Effective Time include the Company Employees any severance or change in the plans under which such benefits are made availablecontrol agreement or plan offered by ICBC or any of its Subsidiaries. (b) With respect to each Parent Plan for which length of service is taken into account for any purposeICBC Plan, service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides past service credit) shall be treated as service with Parent for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of benefits under the ICBC defined benefit pension benefitsplan), service with the Company or any Subsidiary shall be treated as service with ICBC; provided provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations, if permitted by the Parent limitations with respect to any ICBC Plan. If permitted by the Parent Plan, each Parent Each ICBC Plan shall waive pre-existing condition limitations to the same extent waived under the applicable Company Plan, and . Company Employees shall be given credit for amounts paid under a corresponding Company or any Subsidiary benefit plan during the same period for purposes of applying deductibles, copayments co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Parent PlanICBC Plan during the applicable plan year. (c) As of the Effective Time, Parent ICBC shall assume and honor and shall cause the appropriate Subsidiaries of Parent ICBC to assume and to honor in accordance with their terms all agreements listed employment, severance and other compensation agreements, plans and arrangements existing immediately prior to the execution of this Agreement which are between the Company or any of its Subsidiaries and any officer or employee thereof and which have been disclosed in Section 7.8 4.11(a) of the Company Disclosure Schedule (the “Benefit Agreements”)Schedule. Parent ICBC acknowledges and agrees that (i) consummation of the Merger will constitute constitutes a “change "Change in control” of the Company Control" for all purposes under such agreements and (ii) calendar year 2007 shall be deemed to be the most recent “year” for purposes of calculating any severance or change-in-control payments due under the Benefit Agreements in connection with the Merger, the salary used in calculating any portion of such payments shall be the individual’s salary, on an annualized basis, in effect as of the date hereof, and the Company is authorized, notwithstanding any contrary provisions herein, to amend the Benefit Agreements to clarify the intentions set forth in this Section 7.8(c)(ii). The provisions of this Section 7.8(c) are intended to be for the benefit of, and shall be enforceable by, each director, officer or employee that is a party to any Benefit Agreement. (d) Parent and the Company agree that, prior to the Effective Time, the Company may adopt a severance plan (the “Severance Plan”), and a change in control retention plan (the “Retention Plan”) as provided in Section 6.1(i) of the Company Disclosure Schedule. Notwithstanding any other provision of this Agreement, any Plan or otherwise, Parent agrees from and after the Closing Date to maintain in full force and effect, without amendment or modification, (i) for a period of no less than one year following the Closing Date, the Severance Plan and (ii) the Retention Plan until such time as all Parent or Company obligations are fulfilled thereunder. The Severance Plan shall provide each Company employee two weeks of severance pay (at his then current pay rate) for each year of service with the Company or any Company Subsidiary prior pursuant to such Company employee’s employment termination date; provided that the minimum benefit for Company employees shall be four weeks’ salaryagreements, plans and the maximum severance benefit will be fifty-two weeks’ salary for exempt employees and twenty-six weeks’ salary for non-exempt employees. arrangements (eexcept where otherwise indicated in subsection (c) Prior to the Effective Time, the Company shall amend all Plans that are or could be subject to Section 409A of the Code to comply with the final regulations under Section 409A, subject to the prior review and approval of Parent.of

Employee Benefit Plans; Existing Agreements. (a) Following As of the Effective Time, the employees of the Company and its Subsidiaries (the “"Company Employees”") shall be eligible to participate in Parent's employee benefit plans, including severance plans (each a “Parent Plan”), of Parent or its Subsidiaries in which similarly situated employees of Parent or its Subsidiaries Parent Bank participate, to the same extent that as similarly situated employees of Parent or its Subsidiaries participate; provided, however, that, in the case of all benefits then provided to the Company Employees, until the first anniversary of the Effective Time, Parent may instead provide such employees with participation in the employee benefit plans of the Company in which they participated immediately prior to the Effective Time Bank (it being understood that inclusion of Company Employees in Parent’s 's employee benefit plans may occur at different times with respect to different plans), provided, however, that Company Employees will not be entitled to participate in any severance plan or program of Parent during the one-year period following the Effective Time to the extent that such employees are covered by the severance arrangements set forth on Section 7.7(d) of the Company Disclosure Schedule during such one-year period. From and after Notwithstanding the foregoing, Parent agrees to provide or to cause one of its Subsidiaries to provide Company Employees, for a period of one year following the Effective Time, Parent may elect with employee benefit plans or arrangements that are, in the aggregate, not less favorable than those provided to provide to the Company Employees any benefits which are not then provided by Parent and its Subsidiaries to their employees notwithstanding that such benefits were provided by the Company and its Subsidiaries to their employees immediately prior to the Effective Time. In the case of benefits which are provided at the Effective Time by Parent to employees of Parent and its Subsidiaries but are not then provided by the Company and its Subsidiaries to their employees, Parent will as soon as possible, and in all events within one year, after the Effective Time include the Company Employees in the plans under which such benefits are made available. (b) With respect to each Parent Plan for which length of service that is taken into account for any purposean "employee benefit plan," as defined in Section 3(3)of ERISA, service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides past service credit) shall be treated as service with Parent for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of defined benefit pension benefits), service with the Company (or predecessor employers to the extent the Company provides past service credit) shall be treated as service with Parent; provided however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations, if permitted by the Parent Plan. If permitted by the Parent Plan, each Each Parent Plan shall waive pre-existing condition limitations to the same extent waived under the applicable Company Plan, and . Company Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Parent Plan. (c) As of the Effective Time, Parent shall assume and honor and shall cause the appropriate Subsidiaries of Parent to assume and to honor in accordance with their terms all employment, severance and other compensation agreements listed and arrangements existing prior to the execution of this Agreement which are between the Company or any of its Subsidiaries and any director, officer or employee thereof and which have been disclosed in Section 7.8 of the Company Disclosure Schedule (the “Benefit Agreements”)Schedule. Parent acknowledges and agrees that (i) the Merger will constitute constitutes a “change "Change in control” Control" for all purposes pursuant to those agreements and arrangements indicated on Section 4.11 of the Company for all purposes under such agreements and (ii) calendar year 2007 shall be deemed to be the most recent “year” for purposes of calculating any severance or change-in-control payments due under the Benefit Agreements in connection with the Merger, the salary used in calculating any portion of such payments shall be the individual’s salary, on an annualized basis, in effect as of the date hereof, and the Company is authorized, notwithstanding any contrary provisions herein, to amend the Benefit Agreements to clarify the intentions set forth in this Section 7.8(c)(ii)Disclosure Schedule. The provisions of this Section 7.8(c7.7(c) are intended to be for the benefit of, and shall be enforceable by, each such director, officer or employee that is a party to any Benefit Agreementemployee. (d) Parent and the Company agree that, prior to the Effective Time, the Company may shall adopt a severance plan (the “Severance Plan”), and a change in control retention plan (the “Retention Plan”) substantially as provided in Section 6.1(i7.7(d) of the Company Disclosure Schedule. Notwithstanding any other provision of this Agreement, any Plan or otherwise, Parent agrees from and after the Closing Date to maintain in full force and effectto cause each of its Subsidiaries to maintain such plan, without amendment or modification, (i) for a period of no less than one year following the Closing Date, the Severance Plan and (ii) the Retention Plan until such time as all Parent or Company obligations are fulfilled thereunder. The Severance Plan shall provide each Company employee two weeks of severance pay (at his then current pay rate) for each year of service with the Company or any Company Subsidiary prior to such Company employee’s employment termination date; provided that the minimum benefit for Company employees shall be four weeks’ salary, and the maximum severance benefit will be fifty-two weeks’ salary for exempt employees and twenty-six weeks’ salary for non-exempt employees. (e) Prior Parent agrees that, during the one year period following the Effective Time, no Company Employee who is an "affiliate" as contemplated by Section 7.5(a) of this Agreement shall be involuntarily terminated other than for "Cause" (as such term is defined in the Change of Control Termination Agreements listed on Section 4.11(a) of the Company Disclosure Schedule (regardless of whether such Company Employee is a party to any such agreement)), unless such Company Employee has been given written notice of such involuntary termination at least 60 days prior to the date of termination (provided, that no such notice may be given prior to the Effective Time). This Section 7.7(e) is intended to be for the benefit of, and shall be enforceable by, each such Company Employee. (f) Parent agrees that, from and after the Effective Time, Parent shall assume and agree to perform all of the Company's obligations under the Deferred Income Plans (as such Deferred Income Plans may be amended pursuant to Section 6.1(j) hereof). Without limiting the generality of the foregoing, Parent agrees not to terminate or amend the Deferred Income Plans with respect to amounts deferred thereunder as of the Effective Time in any manner adverse to the interests of any of the participants in such plans, including, without limitation, the rights of such participants to continue to accrue interest on amounts deferred under the Deferred Income Plans at the most favorable interest rates provided for in the applicable deferral agreement. The provisions of this Section 7.7(f) are intended to be for the benefit of, and shall be enforceable by, each participant in the Deferred Income Plans. (g) As soon as practicable after the date of this Agreement, the Company and Parent shall amend all Plans that are or could be subject to Section 409A establish a committee (the "Committee") consisting of the Code to comply persons set forth in Section 7.7(g) of the Company Disclosure Schedule. The Committee shall operate in accordance with the final regulations under procedures set forth in Section 409A7.7(g) of the Company Disclosure Schedule. The Committee shall direct the payment of retention and other compensatory payments or severance to Company Employees from and after the Effective Time in amounts and on such terms and conditions as are determined by the Committee. Parent shall pay or cause to be paid all such amounts as directed by the Committee, subject provided, however, that in no event shall Parent be required to pay or cause to be paid an amount in excess of $10 million in the aggregate (the "Section 7.7(g) Amount") pursuant to this Section 7.7(g), provided further, however, that the Section 7.7(g) Amount shall be reduced on a dollar-for-dollar basis to the prior review extent that the amounts paid pursuant to the severance arrangements set forth in Section 7.7(d) of the Company Disclosure Schedule exceed $13.5 million, but in no event shall the Section 7.7(g) Amount be less than $8.5 million. Parent's obligation to make the payments contemplated by this Section 7.7(g) is intended to be for the benefit of, and approval shall be enforceable by, each of Parentthe Company Employees to whom the Committee has made an award.

Employee Benefit Plans; Existing Agreements. (a) Following As of the Effective Time, the employees of the Company and its Subsidiaries (the “Company Employees”) FLBK shall be eligible to participate in employee benefit plans, including plans and severance plans (each a “Parent Plan”), of Parent TSFG or its Subsidiaries in which similarly situated employees of Parent TSFG or its Subsidiaries participate, to the same extent that similarly situated employees of Parent TSFG or its Subsidiaries participate; provided, however, that, in the case of all benefits then provided to the Company Employees, until the first anniversary of the Effective Time, Parent may instead provide such employees with participation in the employee benefit plans of the Company in which they participated immediately prior to the Effective Time participate (it being understood that inclusion of Company Employees FLBK’s employees in ParentTSFG’s employee benefit plans may occur at different times with respect to different plans). From and after the Effective Time, Parent may elect not to provide to the Company Employees any benefits which are not then provided by Parent and its Subsidiaries to their employees notwithstanding that such benefits were provided by the Company and its Subsidiaries to their employees immediately prior to the Effective Time. In the case of benefits which are provided at the Effective Time by Parent to employees of Parent and its Subsidiaries but are not then provided by the Company and its Subsidiaries to their employees, Parent will as soon as possible, and in all events within one year, after the Effective Time include the Company Employees in the plans under which such benefits are made available. (b) With respect to each Parent TSFG Plan for which length of service is taken into account for any purposepurpose (including TSFG’s severance plan), service with the Company or any of its Subsidiaries FLBK (or predecessor employers to the extent the Company FLBK provides past service credit) shall be treated as service with Parent TSFG for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of defined benefit pension benefits); provided however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations, if permitted by the Parent Plan. If permitted by the Parent Plan, each Parent Each TSFG Plan shall waive pre-existing condition limitations to the same extent waived under the applicable Company FLBK Plan, and Company Employees . FLBK’s employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Parent TSFG Plan. (c) As of the Effective Time, Parent TSFG shall assume and honor and shall cause the appropriate Subsidiaries of Parent TSFG to assume and to honor in accordance with their terms all written agreements listed in Section 7.8 4.13(a) of the Company FLBK Disclosure Schedule (the “Benefit Agreements”). Parent TSFG acknowledges and agrees that (i) the Merger will constitute a “merger, sale or a change in control” control of the Company FLBK for all purposes under such agreements and (ii) calendar year 2007 shall be deemed to be the most recent “year” for purposes of calculating any severance or change-in-control payments due under the Benefit Agreements in connection with the Merger, the salary used in calculating any portion of such payments shall be the individual’s salary, on an annualized basis, in effect as of the date hereof, and the Company is authorized, notwithstanding any contrary provisions herein, to amend the Benefit Agreements to clarify the intentions set forth in this Section 7.8(c)(ii)agreements. The provisions of this Section 7.8(c) are intended to be for the benefit of, and shall be enforceable by, each director, officer or employee that is a party to any Benefit Agreement. (d) Parent TSFG hereby acknowledges that in connection with the Merger it will succeed to all the rights and obligations of FLBK under the Company agree that, prior to the Effective Time, the Company may adopt a severance plan (the “Severance Plan”), and a change in control retention plan (the “Retention Plan”) as provided in employment agreements set forth on Section 6.1(i) 4.13 of the Company FLBK Disclosure Schedule. Notwithstanding any other provision of this Agreement, any Plan or otherwise, Parent agrees from and after the Closing Date to maintain in full force and effect, without amendment or modification, (i) for a period of no less than one year following the Closing Date, the Severance Plan and (ii) the Retention Plan until such time as all Parent or Company obligations are fulfilled thereunder. The Severance Plan shall provide each Company employee two weeks of severance pay (at his then current pay rate) for each year of service with the Company or any Company Subsidiary prior to such Company employee’s employment termination date; provided that the minimum benefit for Company employees shall be four weeks’ salary, and the maximum severance benefit will be fifty-two weeks’ salary for exempt employees and twenty-six weeks’ salary for non-exempt employees. (e) Prior to the Effective Time, the Company shall amend all Plans that are or could be subject to Section 409A of the Code to comply with the final regulations under Section 409A, subject to the prior review and approval of Parent.

Employee Benefit Plans; Existing Agreements. (a) Following As soon as practicable following the Effective Time, the employees of the Company and its Subsidiaries (the “"Company Employees”") shall be eligible to participate in Buyer's employee benefit plans, including severance plans (each a “Parent Plan”), of Parent or its Subsidiaries in which similarly situated employees of Parent Buyer or its Subsidiaries Buyer Bank participate, to the same extent that similarly as similarly-situated employees of Parent Buyer or its Subsidiaries participate; provided, however, that, in the case of all benefits then provided to the Company Employees, until the first anniversary of the Effective Time, Parent may instead provide such employees with participation in the employee benefit plans of the Company in which they participated immediately prior to the Effective Time Buyer Bank (it being understood that inclusion of Company Employees in Parent’s Buyer's employee benefit plans may occur at different times with respect to different plans). From and after ; provided, however, that Buyer shall continue the Effective Time, Parent may elect not to provide to the Company Employees any benefits which are not then provided by Parent and its Subsidiaries to their employees notwithstanding that such benefits were provided by the comparable plans of Company and its Subsidiaries for the exclusive benefit of Company Employees until such time as Company Employees become eligible to their employees immediately prior to participate in the Effective Timeplans of Buyer or Buyer Bank. In the case Company's ESOP shall terminate as of benefits which are provided at the Effective Time and prior to such time Company shall make contributions to the ESOP sufficient to enable the trustee of the plan to repay in full all outstanding acquisition loans of the plan. If Company cannot make contributions sufficient to enable the trustee to repay such loans in full by Parent reason of the operation of Section 415(c) of the Code then, in accordance with the terms of the ESOP, the trustee shall sell a number of shares sufficient to employees repay the remaining portion of Parent the loan. All shares of stock and its Subsidiaries but are not then provided cash held by the Company and its Subsidiaries to their employees, Parent will plan as soon as possible, and in all events within one year, after of the Effective Time include shall be allocated to participants of the Company Employees ESOP in the plans under which such benefits are made availableaccordance with its terms. (b) With respect to each Parent Buyer Plan for which length of service that is taken into account for any purposean "employee benefit plan," as defined in Section 3(3)of ERISA, service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides past service credit) shall be treated as service with Parent for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of defined benefit pension benefits), service with the Company and its Subsidiaries shall be treated as service with Buyer; provided however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations, if permitted by the Parent Plan. If permitted by the Parent Plan, each Parent Plan shall waive pre-existing condition limitations to the same extent waived under the applicable Company Plan, and Company Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Parent Buyer Plan. (c) As of the Effective Time, Parent Buyer shall assume and honor and shall cause the appropriate Subsidiaries of Parent Buyer to assume honor, and to honor the Company shall pay at the Closing Date, in accordance with their terms all employment, severance and other compensation agreements listed and arrangements existing prior to the execution of this Agreement which are between the Company or any of its Subsidiaries and any director, officer or employee thereof and which have been disclosed in the Company Disclosure Schedule and previously have been delivered to Buyer. All payments under employment and change in control agreements identified in Section 7.8 4.15(a) of the Company Disclosure Schedule (between the “Benefit Agreements”). Parent acknowledges Company or its Subsidiaries and agrees that (i) the Merger will constitute a “change in control” individual officers and employees of the Company for all purposes or its Subsidiaries shall be paid by the Company at the Closing Date regardless of whether or not such individual continues in employment with Buyer or its Subsidiaries. The Company Disclosure Schedule sets forth the reasonable, good faith estimates of amounts payable under employment and severance agreements between the Company or its Subsidiaries and certain individuals and the amounts shown and methodology used in preparing such estimates shall be followed in determining the actual amounts payable under such agreements and (ii) calendar year 2007 shall be deemed to be the most recent “year” for purposes of calculating any severance or change-in-control payments due under the Benefit Agreements in connection with the Merger, the salary used in calculating any portion of such payments shall be the individual’s salary, on an annualized basis, in effect as of the date hereof, and the Company is authorized, notwithstanding any contrary provisions herein, to amend the Benefit Agreements to clarify the intentions set forth in this Section 7.8(c)(ii). The provisions of this Section 7.8(c) are intended to be for the benefit of, and shall be enforceable by, each director, officer or employee that is a party to any Benefit Agreementagreements. (d) Parent and Employees of the Company agree thatand its Subsidiaries shall be entitled to receive payment for accrued but unused vacation days and any accrued but unused vacation days of employees of the Company or its Subsidiaries as of the Closing Date shall, at the employee's option, either be paid immediately prior to the Effective TimeClosing Date or taken as vacation as soon as practicable following the Closing Date; provided, however, that the Company may adopt a severance plan shall deliver to Buyer, not later than fifteen (15) business days after the “Severance Plan”), and a change in control retention plan (the “Retention Plan”) as provided in Section 6.1(i) of the Company Disclosure Schedule. Notwithstanding any other provision date of this Agreement, any Plan or otherwise, Parent agrees from and after a schedule of employees indicating their accrued but unused vacation days as of the Closing Date to maintain in full force and effect, without amendment or modification, (i) for a period of no less than one year following the Closing Date, the Severance Plan and (ii) the Retention Plan until such time as all Parent or Company obligations are fulfilled thereunder. The Severance Plan shall provide each Company employee two weeks of severance pay (at his then current pay rate) for each year of service with the Company or any Company Subsidiary prior to such Company employee’s employment termination date; provided that the minimum benefit for Company employees shall be four weeks’ salary, and the maximum severance benefit will be fifty-two weeks’ salary for exempt employees and twenty-six weeks’ salary for non-exempt employeesmost recent date practicable. (e) Prior The Company or its Subsidiaries shall pay bonuses in accordance with its past practices through December 31, 1999, and the compensation with respect to which bonuses are paid for any individual shall be for the period of time that has elapsed since the payment of the last bonus. At the Closing Date each Company Employee shall be entitled to receive a bonus equal to the Effective Timebonus received by such Company Employee for the period ended as of December 31, 1999, multiplied by a fraction, the Company numerator of which shall amend all Plans that are or could be subject to Section 409A the number of days from December 31 through the Code to comply with date on which the final regulations under Section 409AClosing Date occurs and the denominator of which is 366 (in the case of employees who were paid annual bonuses as of December 31) and 180 days (in the case of employees who received semi annual bonuses as of both June 30 and December 31), subject to as the prior review and approval of Parentcase may be.

Employee Benefit Plans; Existing Agreements. (a) Following 7.5.1. Those individuals actively employed by, or on an authorized leave of absence from, Old Forge as of the Effective Time, the employees who continue their employment with Penseco or one of the Company and its Subsidiaries after the Effective Time (the “Company Employees”"COVERED EMPLOYEES") shall be eligible to participate in employee benefit plans, including severance plans (each a “Parent Plan”), of Parent or its Subsidiaries those Penseco Plans in which similarly situated employees of Parent Penseco or its Subsidiaries participate, to the same extent that similarly situated employees of Parent Penseco or its Subsidiaries participate; provided, however, that, in the case of all benefits then provided to the Company Employees, until the first anniversary of the Effective Time, Parent may instead provide such employees with participation in the employee benefit plans of the Company in which they participated immediately prior to the Effective Time (it being understood that inclusion of Company Employees in Parent’s employee benefit plans may occur at different times with respect to different plans). From and after the Effective Time, Parent Penseco may elect not to provide to the Company Covered Employees any benefits which are not then provided by Parent Penseco and its Subsidiaries to their employees notwithstanding that such benefits were provided by the Company Penseco and its Subsidiaries to their employees immediately prior to the Effective Time. In the case of benefits which are provided at the Effective Time by Parent Penseco to employees of Parent Penseco and its Subsidiaries but are not then provided by the Company and Old Forge to its Subsidiaries to their employees, Parent Penseco will as soon as possible, and in all events within one year, possible after the Effective Time include the Company Covered Employees in the plans Penseco Plans under which such benefits are made available. (b) 7.5.2. With respect to each Parent Penseco Plan for which length of service is taken into account for any purpose, service with the Company or any of its Subsidiaries Old Forge (or predecessor employers to the extent the Company Old Forge provides past service credit) shall be treated as service with Parent Penseco for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of defined benefit pension benefits)entitlement; provided provided, however, that such service shall not be recognized to the extent that -------- ------- such recognition would result in a duplication of benefits. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations, if permitted by the Parent Plan. If permitted by the Parent Plan, each Parent Each Penseco Plan shall waive pre-existing condition limitations to the same extent waived under the applicable Company Old Forge Plan, and Company Covered Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Parent Penseco Plan. (c) As 7.5.3. Penseco shall use its commercially reasonable efforts to offer employment with the Surviving Corporation to each individual who is an employee of Old Forge immediately prior to the Effective Time, Parent shall assume and honor and shall cause the appropriate Subsidiaries of Parent Time (an "OLD FORGE EMPLOYEE") in a position with a salary at least equal to assume and to honor in accordance with their terms all agreements listed in Section 7.8 of the Company Disclosure Schedule (the “Benefit Agreements”). Parent acknowledges and agrees that (i) the Merger will constitute a “change in control” of the Company for all purposes under such agreements and (ii) calendar year 2007 shall be deemed to be the most recent “year” for purposes of calculating any severance or change-in-control payments due under the Benefit Agreements in connection with the Merger, the Old Forge Employee's salary used in calculating any portion of such payments shall be the individual’s salary, on an annualized basis, in effect as of the date hereof, and the Company is authorized, notwithstanding any contrary provisions herein, to amend the Benefit Agreements to clarify the intentions set forth in this Section 7.8(c)(ii). The provisions of this Section 7.8(c) are intended to be for the benefit of, and shall be enforceable by, each director, officer or employee that is a party to any Benefit Agreement. (d) Parent and the Company agree that, immediately prior to the Effective Time, provided, however, that such position need not be the Company may adopt a severance plan (same as, or have the “Severance Plan”), and a change in control retention plan (the “Retention Plan”) as provided in Section 6.1(i) of the Company Disclosure Schedule. Notwithstanding any other provision of this Agreement, any Plan same duties or otherwise, Parent agrees from and after the Closing Date to maintain in full force and effect, without amendment or modification, (i) for a period of no less than one year following the Closing Dateresponsibilities as, the Severance Plan and (ii) Old Forge Employee's position with Old Forge. Each Old Forge Employee who is not offered a position with a salary at least equal to such Old Forge Employee's salary immediately prior to the Retention Plan until Effective Time shall be entitled to receive severance compensation in an amount up to such time as all Parent or Company obligations are fulfilled thereunder. The Severance Plan shall provide each Company employee two weeks of severance pay (Old Forge Employee's annual salary at his then current pay rate) for each year the Effective Time, depending on such Old Forge Employee's term of service with the Company or any Company Subsidiary prior Old Forge. Any Old Forge Employee who is offered a position with a salary at least equal to such Company employee’s employment termination date; provided that the minimum benefit for Company employees shall be four weeks’ salary, and the maximum severance benefit will be fifty-two weeks’ Old Forge Employee's salary for exempt employees and twenty-six weeks’ salary for non-exempt employees. (e) Prior immediately prior to the Effective Time, but does not accept such position, will not be entitled to any severance compensation. All accrued benefits of participants under the Company shall amend all Plans that are or could Old Forge 401(k) Profit Sharing Plan, to the extent consistent with applicable law, will be subject to Section 409A automatically vested as of the Code to comply with the final regulations under Section 409A, subject to the prior review and approval of ParentEffective Time.

Employee Benefit Plans; Existing Agreements. (a) Following Within one year following the Effective Time, to the extent permissible under the terms of the Acquiror Benefit Plans, the employees of the Company Target and its Subsidiaries (the “Company Target Employees”) shall will be eligible to participate in Acquiror’s employee benefit plans, including severance plans (each a “Parent Plan”), of Parent or its Subsidiaries in which similarly situated employees of Parent Acquiror or its Subsidiaries participate, to the same extent that as similarly situated employees of Parent Acquiror or its Subsidiaries participate; provided, however, that, in the case of all benefits then provided to the Company Employees, until the first anniversary of the Effective Time, Parent may instead provide such employees with participation in the employee benefit plans of the Company in which they participated immediately prior to the Effective Time (it being understood that inclusion of Company Target Employees in ParentAcquiror’s employee benefit plans may occur at different times with respect to different plans). From and after the Effective Time, Parent may elect not to provide to the Company Employees any benefits which are not then ) except as provided by Parent and its Subsidiaries to their employees notwithstanding that such benefits were provided by the Company and its Subsidiaries to their employees immediately prior to the Effective Time. In the case of benefits which are provided at the Effective Time by Parent to employees of Parent and its Subsidiaries but are not then provided by the Company and its Subsidiaries to their employees, Parent will as soon as possible, and in all events within one year, after the Effective Time include the Company Employees in the plans under which such benefits are made availablebelow. (b) With respect to each Parent Acquiror Benefit Plan for which length that is an “employee benefit plan,” as defined in section 3(3) of service is taken into account for any purposeERISA, service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides past service credit) shall be treated as service with Parent for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (entitlement, but not for accrual purposes of defined benefit pension benefits)accrual, service with Target shall be treated as service with Acquiror; provided provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication or increase of benefits. Such service also shall to the extent permissible under the terms of the Acquiror Benefit Plans and as permitted by the applicable insurer, apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations, if . Each Acquiror Benefit Plan shall to the extent permissible under the terms of the Acquiror Benefit Plans and as permitted by the Parent Plan. If permitted by the Parent Planapplicable insurer, each Parent Plan shall waive pre-existing condition limitations to the same extent waived under the applicable Company Target Benefit Plan, and Company . Target Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Parent PlanAcquiror Benefit Plans and to the extent permissible by the applicable insurer. (c) As of From and after the Effective Time, Parent shall Acquiror or the Surviving Corporation, as applicable, will assume and honor and shall cause the appropriate Subsidiaries of Parent Acquiror to assume and to honor in accordance with their terms all agreements listed in Section 7.8 employment, severance, change of the Company Disclosure Schedule (the “Benefit Agreements”). Parent acknowledges control and agrees that (i) the Merger will constitute a “change in control” of the Company for all purposes under such other compensation agreements and (ii) calendar year 2007 shall be deemed to be the most recent “year” for purposes of calculating arrangements between Target or its Subsidiaries and any severance or change-in-control payments due under the Benefit Agreements in connection with the Merger, the salary used in calculating any portion of such payments shall be the individual’s salary, on an annualized basis, in effect as of the date hereofemployee thereof, and all accrued and vested benefit obligations, existing prior to the Company is authorized, notwithstanding any contrary provisions herein, to amend the Benefit Agreements to clarify the intentions set forth in this Section 7.8(c)(ii). The provisions execution of this Section 7.8(c) Agreement which are intended to be for the benefit of, between Target or any of its Subsidiaries and shall be enforceable by, each any current or former director, officer officer, employee or employee that is a party to any Benefit Agreementconsultant thereof. (d) Parent From and the Company agree that, prior to after the Effective Time, Acquiror or the Company may adopt a severance plan (the “Severance Plan”)Surviving Corporation, as applicable, will, and a change in control retention plan (the “Retention will cause any applicable Subsidiary thereof or Employee Benefit Plan”) , to provide or pay when due to Target’s employees as provided in Section 6.1(i) of the Company Disclosure Schedule. Notwithstanding any other provision Effective Time all benefits and compensation pursuant to Target Benefit Plans, programs and arrangements in effect on the date hereof earned or accrued through, and to which such individuals are entitled as of the Effective Time (or such later time as such Benefit Plans as in effect at the Effective Time are terminated or canceled by Acquiror or the Surviving Corporation) subject to compliance with the terms of this Agreement, any Plan or otherwise, Parent agrees from and after the Closing Date to maintain in full force and effect, without amendment or modification, (i) for a period of no less than one year following the Closing Date, the Severance Plan and (ii) the Retention Plan until such time as all Parent or Company obligations are fulfilled thereunder. The Severance Plan shall provide each Company employee two weeks of severance pay (at his then current pay rate) for each year of service with the Company or any Company Subsidiary prior to such Company employee’s employment termination date; provided that the minimum benefit for Company employees shall be four weeks’ salary, and the maximum severance benefit will be fifty-two weeks’ salary for exempt employees and twenty-six weeks’ salary for non-exempt employees. (e) Prior to the Effective Time, the Company shall amend all Plans that are or could be subject to Section 409A of the Code to comply with the final regulations under Section 409A, subject to the prior review and approval of Parent.28

Employee Benefit Plans; Existing Agreements. (a) Following As of the Effective Time, the employees of the Company and its Subsidiaries (the “Company Employees”) PFC shall be eligible to participate in employee benefit plans, including plans and severance plans (each a “Parent Plan”), of Parent TSFG or its Subsidiaries in which similarly situated employees of Parent TSFG or its Subsidiaries participate, to the same extent that similarly situated employees of Parent TSFG or its Subsidiaries participate; provided, however, that, in the case of all benefits then provided to the Company Employees, until the first anniversary of the Effective Time, Parent may instead provide such employees with participation in the employee benefit plans of the Company in which they participated immediately prior to the Effective Time participate (it being understood that inclusion of Company Employees PFC's employees in Parent’s TSFG's employee benefit plans may occur at different times with respect to different plans). From and after the Effective Time, Parent may elect not to provide to the Company Employees any benefits which are not then provided by Parent and its Subsidiaries to their employees notwithstanding that such benefits were provided by the Company and its Subsidiaries to their employees immediately prior to the Effective Time. In the case of benefits which are provided at the Effective Time by Parent to employees of Parent and its Subsidiaries but are not then provided by the Company and its Subsidiaries to their employees, Parent will as soon as possible, and in all events within one year, after the Effective Time include the Company Employees in the plans under which such benefits are made available. (b) With respect to each Parent Plan TSFG pension and welfare benefit plan for which length of service is taken into account for any purposepurpose (including TSFG's severance plan), service with the Company or any of its Subsidiaries PFC (or predecessor employers to the extent the Company PFC provides past service credit) shall be treated as service with Parent TSFG for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of defined benefit pension benefits); provided however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations, if permitted by the Parent Plan. If permitted by the Parent Plan, each Parent Plan Each TSFG welfare benefit plan shall waive pre-existing condition limitations to the same extent waived under the applicable Company PFC Plan, and Company Employees . PFC's employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Parent PlanTSFG welfare benefit plan. (c) As of the Effective Time, Parent TSFG shall assume and honor and shall cause the appropriate Subsidiaries of Parent TSFG to assume and to honor in accordance with their terms all written agreements listed in Section 7.8 4.13(a) of the Company PFC Disclosure Schedule (the “"Benefit Agreements”"). Parent TSFG acknowledges and agrees that (i) the Merger will constitute a “merger, sale or a change in control” control of the Company PFC for all purposes under such agreements and (ii) calendar year 2007 shall be deemed to be the most recent “year” for purposes of calculating any severance or change-in-control payments due under the Benefit Agreements in connection with the Merger, the salary used in calculating any portion of such payments shall be the individual’s salary, on an annualized basis, in effect as of the date hereof, and the Company is authorized, notwithstanding any contrary provisions herein, to amend the Benefit Agreements to clarify the intentions set forth in this Section 7.8(c)(ii)agreements. The provisions of this Section 7.8(c) are intended to be for the benefit of, and shall be enforceable by, each director, officer or employee that is a party to any Benefit Agreement. (d) Parent and the Company agree that, prior to the Effective Time, the Company may adopt a severance plan (the “Severance Plan”), and a change in control retention plan (the “Retention Plan”) as provided in Section 6.1(i) Employees of the Company Disclosure Schedule. Notwithstanding any other provision of this Agreement, any Plan or otherwise, Parent agrees from and after the Closing Date to maintain in full force and effect, without amendment or modification, (i) for a period of no less than one year PFC who are terminated by TSFG following the Closing Date, shall receive severance benefits under the Severance Plan and (ii) the Retention Plan until such time as all Parent or Company obligations are fulfilled thereunder. The Severance Plan shall provide each Company employee two weeks current terms of TSFG's severance pay (at his then current pay rate) for each year of service with the Company or any Company Subsidiary prior to such Company employee’s employment termination date; provided that the minimum benefit for Company employees shall be four weeks’ salary, and the maximum severance benefit will be fifty-two weeks’ salary for exempt employees and twenty-six weeks’ salary for non-exempt employeesplan. (e) Prior to the Effective Time, the Company shall amend all Plans that are or could be subject to Section 409A of the Code to comply with the final regulations under Section 409A, subject to the prior review and approval of Parent.

Employee Benefit Plans; Existing Agreements. (a) Following the Effective Time, the employees For a period of the Company and its Subsidiaries (the “Company Employees”) shall be eligible to participate in employee benefit plans, including severance plans (each a “Parent Plan”), of Parent or its Subsidiaries in which similarly situated employees of Parent or its Subsidiaries participate, to the same extent that similarly situated employees of Parent or its Subsidiaries participate; provided, however, that, in the case of all benefits then provided to the Company Employees, until the first anniversary of the Effective Time, Parent may instead provide such employees with participation in the employee benefit plans of the Company in which they participated immediately prior to the Effective Time (it being understood that inclusion of Company Employees in Parent’s employee benefit plans may occur at different times with respect to different plans). From and least one year after the Effective Time, Parent may elect not to provide to New Holdings will cause (i) the Company Employees any benefits which are not then provided by Parent employees of Trenwick and its Subsidiaries who are employed immediately after the Effective Time ("Trenwick Employees") to their employees notwithstanding that such be provided with employee benefits were under Employee Benefit Plans maintained by New Holdings ("New Holdings Plans") which are no less favorable in the aggregate than benefits provided by the Company and its Subsidiaries to their employees Trenwick Employees immediately prior to the Effective Time. In ; and (ii) the case of benefits which are provided at the Effective Time by Parent to employees of Parent LaSalle Holdings and its Subsidiaries but who are not then provided by the Company and its Subsidiaries to their employees, Parent will as soon as possible, and in all events within one year, employed immediately after the Effective Time include ("LaSalle Holdings Employees") to be provided with employee benefits under the Company Employees New Holdings Plans which are no less favorable in the plans under which such aggregate than benefits are made availableprovided to LaSalle Holdings Employees immediately prior to the Effective Time, except for the termination of the LaSalle Re Holdings Limited Employee Stock Purchase Plan. (b) With respect to each Parent Plan for which length of service is taken into account for any purposeNew Holdings Plan, service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides past service credit) shall be treated as service with Parent for purposes of determining eligibility to participate, vesting, vesting and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of defined benefit pension benefitsbenefits except to the extent that past service credit is provided in a similar manner to both Trenwick Employees and LaSalle Holdings Employees), service with Trenwick and its Subsidiaries by Trenwick Employees employed immediately after the Merger Effective Time shall be treated as service with New Holdings and service with LaSalle Holdings and its Subsidiaries by LaSalle Holdings Employees employed immediately after the Scheme Effective Time shall be treated as service with New Holdings; provided provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, requirements or the application of any preexisting condition limitations, if permitted by the Parent Plan. If permitted by the Parent Plan, each Parent Plan shall waive pre-existing condition limitations to the same extent waived under the applicable Company Plan, Trenwick Employees and Company LaSalle Holdings Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Parent New Holdings Plan. (c) As Except with respect to those plans and arrangements listed in Section 5.16 of the Trenwick Disclosure Letter or the LaSalle Disclosure Letter (as applicable), following the Effective Time, Parent New Holdings shall assume and honor and shall cause the appropriate Subsidiaries of Parent to assume and to honor in accordance with their terms all agreements listed in Section 7.8 of the Company Disclosure Schedule (the “Benefit Agreements”). Parent acknowledges and agrees that (i) the Merger will constitute a “change in control” of the Company for all purposes under such employment, severance and other compensation agreements and (ii) calendar year 2007 shall be deemed arrangements existing on or prior to be the most recent “year” for purposes of calculating any severance or change-in-control payments due under the Benefit Agreements in connection with the Merger, the salary used in calculating any portion of such payments shall be the individual’s salary, on an annualized basis, in effect as of the date hereof, and the Company is authorized, notwithstanding any contrary provisions herein, to amend the Benefit Agreements to clarify the intentions set forth in this Section 7.8(c)(ii). The provisions execution of this Section 7.8(c) Agreement which are intended to be for the benefit of, between Trenwick and shall be enforceable by, each any director, officer or employee that is a party thereof and which have been disclosed in Section 3.16 of the Trenwick Disclosure Letter and previously have been delivered to LaSalle Holdings and (ii) all employment, severance and other compensation agreements and arrangements existing on or prior to the execution of this Agreement which are between LaSalle Holdings and any Benefit Agreementdirector, officer or employee thereof and which have been disclosed in Section 4.16(a) of the LaSalle Disclosure Letter and previously have been delivered to Trenwick. (d) Parent It is understood and agreed between the Company agree that, prior parties that all provisions contained in this Agreement with respect to employee benefit plans or employee compensation are included for the Effective Time, the Company may adopt a severance plan (the “Severance Plan”), and a change in control retention plan (the “Retention Plan”) as provided in Section 6.1(i) sole benefit of the Company Disclosure Schedule. Notwithstanding respective parties hereto and do not and shall not create any right in any other provision of this Agreementperson, including, but not limited to, any Plan or otherwise, Parent agrees from and after the Closing Date to maintain in full force and effect, without amendment or modification, (i) for a period of no less than one year following the Closing Date, the Severance Plan and (ii) the Retention Plan until such time as all Parent or Company obligations are fulfilled thereunder. The Severance Plan shall provide each Company employee two weeks of severance pay (at his then current pay rate) for each year of service with the Company LaSalle Holdings Employee or any Company Subsidiary prior to such Company employee’s employment termination date; provided that the minimum Trenwick Employee, any participant in any benefit for Company employees shall be four weeks’ salary, and the maximum severance benefit will be fifty-two weeks’ salary for exempt employees and twenty-six weeks’ salary for non-exempt employeesor compensation plan or any beneficiary thereof. (e) Prior to the Effective Time, the Company shall amend all Plans that are or could be subject to Section 409A of the Code to comply with the final regulations under Section 409A, subject to the prior review and approval of Parent.

Employee Benefit Plans; Existing Agreements. (a) Following As of the Effective Time, to the extent permissible under the terms of the GCBS employee benefit Plans, the employees of the Company CVBG and its Subsidiaries (the “Company CVBG Employees”) shall be eligible to participate in GCBS’s employee benefit plans, including severance plans (each a “Parent Plan”)but not limited to bonus and option plans, of Parent or its Subsidiaries in which similarly situated employees of Parent GCBS or its Subsidiaries participate, to the same extent that as similarly situated employees of Parent GCBS or its Subsidiaries participate; provided, however, that, in the case of all benefits then provided to the Company Employees, until the first anniversary of the Effective Time, Parent may instead provide such employees with participation in the employee benefit plans of the Company in which they participated immediately prior to the Effective Time (it being understood that inclusion of Company CVBG Employees in ParentGCBS’s employee benefit plans may occur at different times with respect to different plans). From and after the Effective Time, Parent may elect not to provide to the Company Employees any benefits which are not then ) except as provided by Parent and its Subsidiaries to their employees notwithstanding that such benefits were provided by the Company and its Subsidiaries to their employees immediately prior to the Effective Time. In the case of benefits which are provided at the Effective Time by Parent to employees of Parent and its Subsidiaries but are not then provided by the Company and its Subsidiaries to their employees, Parent will as soon as possible, and in all events within one year, after the Effective Time include the Company Employees in the plans under which such benefits are made availablebelow. (b) With respect to each Parent GCBS Plan for which length that is an “employee benefit plan,” as defined in section 3(3) of service is taken into account for any purposeERISA, service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides past service credit) shall be treated as service with Parent for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of defined benefit pension benefits)entitlement, service with CVBG shall be treated as service with GCBS; provided provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication or increase of benefits. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations, if permitted by the Parent Plan. If permitted by the Parent Plan, each Parent Plan Each GCBS employee benefit plan shall waive pre-existing condition limitations to the same extent waived under the applicable Company Plan, and Company CVBG employee benefit plan. CVBG Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Parent PlanGCBS employee benefit plans. (c) As of From and after the Effective Time, Parent shall GCBS or the Surviving Corporation, as applicable, will assume and honor and shall cause the appropriate Subsidiaries of Parent GCBS to assume and to honor in accordance with their terms all employment, severance, change of control and other compensation agreements listed in Section 7.8 and arrangements between CVBG or its Subsidiaries and any employee thereof, and all accrued and vested benefit obligations, existing prior to the execution of this Agreement which are between CVBG or any of its Subsidiaries and any current or former director, officer, employee or consultant thereof. In addition, any employee of CVBG or its Subsidiaries whose position is eliminated as a direct result of the Company Disclosure Schedule (the “Benefit Agreements”). Parent acknowledges and agrees that (i) the Merger will constitute a “change in control” of the Company for all purposes under such agreements and (ii) calendar year 2007 shall be deemed eligible to be receive the most recent “year” for purposes Standard Severance Package of calculating CVBG as described by CVBG to GCBS previously, rather than any standard severance package of GCBS, unless specifically negotiated between the employee and GCBS or change-in-control payments due under the Benefit Agreements in connection with the Merger, the salary used in calculating any portion of such payments shall be the individual’s salary, on an annualized basis, in effect as of the date hereof, and the Company is authorized, notwithstanding any contrary provisions herein, to amend the Benefit Agreements to clarify the intentions set forth in this Section 7.8(c)(ii). The provisions of this Section 7.8(c) are intended to be for the benefit of, and shall be enforceable by, each director, officer or employee that is a party to any Benefit AgreementCVBG. (d) Parent From and the Company agree that, prior to after the Effective Time, GCBS or the Company may adopt a severance plan (the “Severance Plan”)Surviving Corporation, as applicable, will, and a change in control retention plan (the “Retention will cause any applicable Subsidiary thereof or Employee Benefit Plan”) , to provide or pay when due to CVBG’s employees as provided in Section 6.1(i) of the Company Disclosure Schedule. Notwithstanding any other provision Effective Time all benefits and compensation pursuant to CVBG’s Employee Plans, programs and arrangements in effect on the date hereof earned and accrued through, and to which such individuals are entitled as of the Effective Time (or such later time as such Employee Benefit Plans as in effect at the Effective Time are terminated or canceled by GCBS or the Surviving Corporation) subject to compliance with the terms of this Agreement, any Plan or otherwise, Parent agrees from and after the Closing Date to maintain in full force and effect, without amendment or modification, (i) for a period of no less than one year following the Closing Date, the Severance Plan and (ii) the Retention Plan until such time as all Parent or Company obligations are fulfilled thereunder. The Severance Plan shall provide each Company employee two weeks of severance pay (at his then current pay rate) for each year of service with the Company or any Company Subsidiary prior to such Company employee’s employment termination date; provided that the minimum benefit for Company employees shall be four weeks’ salary, and the maximum severance benefit will be fifty-two weeks’ salary for exempt employees and twenty-six weeks’ salary for non-exempt employees. (e) Prior to the Effective Time, the Company shall amend all Plans that are or could be subject to Section 409A of the Code to comply with the final regulations under Section 409A, subject to the prior review and approval of Parent.

Employee Benefit Plans; Existing Agreements. (a) Following As of the Effective Time, the employees of the Company and its Subsidiaries (the “"Company Employees”") shall be eligible to participate in BancorpSouth's employee benefit plans, including severance plans (each a “Parent Plan”), of Parent or its Subsidiaries in which similarly situated employees of Parent BancorpSouth or its Subsidiaries BancorpSouth Bank participate, to the same extent that as similarly situated employees of Parent BancorpSouth or its Subsidiaries participate; provided, however, that, in the case of all benefits then provided to the Company Employees, until the first anniversary of the Effective Time, Parent may instead provide such employees with participation in the employee benefit plans of the Company in which they participated immediately prior to the Effective Time BancorpSouth Bank (it being understood that inclusion of Company Employees in Parent’s BancorpSouth's employee benefit plans may occur at different times with respect to different plans). From and after the Effective Time, Parent may elect not to provide to the Company Employees any benefits which are not then provided by Parent and its Subsidiaries to their employees notwithstanding that such benefits were provided by the Company and its Subsidiaries to their employees immediately prior to the Effective Time. In the case of benefits which are provided at the Effective Time by Parent to employees of Parent and its Subsidiaries but are not then provided by the Company and its Subsidiaries to their employees, Parent will as soon as possible, and in all events within one year, after the Effective Time include the Company Employees in the plans under which such benefits are made available. (b) With respect to each Parent BancorpSouth Plan for which length of service that is taken into account for any purposean "employee benefit plan," as defined in Section 3(3)of ERISA, service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides past service credit) shall be treated as service with Parent for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of defined benefit pension benefitsbenefits or 401(k) eligibility), service with the Company (or predecessor employers to the extent the Company provides past service credit) shall be treated as service with BancorpSouth; provided provided; however, that such service shall not be recognized to the extent that such recognition would result in a duplication or increase of benefits. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations, if permitted by the Parent Plan. If permitted by the Parent Plan, each Parent Each BancorpSouth Plan shall waive pre-existing condition limitations to the same extent waived under the applicable Company Plan, and . Company Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Parent BancorpSouth Plan. (c) As of the Effective Time, Parent BancorpSouth shall assume and honor and shall cause the appropriate Subsidiaries of Parent BancorpSouth to assume and to honor in accordance with their terms all employment, severance and other compensation agreements listed in Section 7.8 and arrangements existing prior to the execution of this Agreement which are between the Company Disclosure Schedule (the “Benefit Agreements”). Parent acknowledges or any of its Subsidiaries and agrees that (i) the Merger will constitute a “change in control” of the Company for all purposes under such agreements and (ii) calendar year 2007 shall be deemed to be the most recent “year” for purposes of calculating any severance or change-in-control payments due under the Benefit Agreements in connection with the Merger, the salary used in calculating any portion of such payments shall be the individual’s salary, on an annualized basis, in effect as of the date hereof, and the Company is authorized, notwithstanding any contrary provisions herein, to amend the Benefit Agreements to clarify the intentions set forth in this Section 7.8(c)(ii). The provisions of this Section 7.8(c) are intended to be for the benefit of, and shall be enforceable by, each director, officer or employee that is a party to any Benefit Agreementthereof and which have been disclosed in the Company Disclosure Schedule. (d) Parent BancorpSouth and the Company agree that, prior to cooperate and take all reasonable actions to effect the Effective Time, the Company may adopt a severance merger of any employee benefit plan (the “Severance Plan”), and a change in control retention plan (the “Retention Plan”) as provided in that is intended to be qualified under Section 6.1(i401(a) of the Company Disclosure Schedule. Notwithstanding any other provision Code into the appropriate tax-qualified retirement plan of this Agreement, any Plan or otherwise, Parent agrees from and BancorpSouth after the Closing Date Merger is completed, so that such plan merger satisfies the requirements of Section 414(l) of the Code; provided, however, that BancorpSouth shall not be obligated to maintain in full force effect such a merger of a plan unless such plan is fully funded under Section 412 of the Code and effectSection 302 of ERISA, without amendment or modification, (i) for a period of no less than one year following to the Closing Date, the Severance Plan and (ii) the Retention Plan until such time as all Parent or Company obligations are fulfilled thereunder. The Severance Plan shall provide each Company employee two weeks of severance pay (at his then current pay rate) for each year of service with the Company or any Company Subsidiary prior to such Company employee’s employment termination date; provided that the minimum benefit for Company employees shall be four weeks’ salaryextent applicable, and the maximum severance benefit will be fiftymerger would not jeopardize the tax-two weeks’ salary for exempt employees and twenty-six weeks’ salary for non-exempt employeesqualified status of any BancorpSouth Plan. (e) Prior to the Effective Time, the Company shall amend all Plans that are or could be subject to Section 409A of the Code to comply with the final regulations under Section 409A, subject to the prior review and approval of Parent.

Employee Benefit Plans; Existing Agreements. (a) Following As of the Effective Time, the employees of the Company and its Subsidiaries (the “Company Employees”) FLBK shall be eligible to participate in employee benefit plans, including plans and severance plans (each a “Parent Plan”), of Parent TSFG or its Subsidiaries in which similarly situated employees of Parent TSFG or its Subsidiaries participate, to the same extent that similarly situated employees of Parent TSFG or its Subsidiaries participate; provided, however, that, in the case of all benefits then provided to the Company Employees, until the first anniversary of the Effective Time, Parent may instead provide such employees with participation in the employee benefit plans of the Company in which they participated immediately prior to the Effective Time participate (it being understood that inclusion of Company Employees FLBK's employees in Parent’s TSFG's employee benefit plans may occur at different times with respect to different plans). From and after the Effective Time, Parent may elect not to provide to the Company Employees any benefits which are not then provided by Parent and its Subsidiaries to their employees notwithstanding that such benefits were provided by the Company and its Subsidiaries to their employees immediately prior to the Effective Time. In the case of benefits which are provided at the Effective Time by Parent to employees of Parent and its Subsidiaries but are not then provided by the Company and its Subsidiaries to their employees, Parent will as soon as possible, and in all events within one year, after the Effective Time include the Company Employees in the plans under which such benefits are made available. (b) With respect to each Parent TSFG Plan for which length of service is taken into account for any purposepurpose (including TSFG's severance plan), service with the Company or any of its Subsidiaries FLBK (or predecessor employers to the extent the Company FLBK provides past service credit) shall be treated as service with Parent TSFG for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of defined benefit pension benefits); provided however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations, if permitted by the Parent Plan. If permitted by the Parent Plan, each Parent Each TSFG Plan shall waive pre-existing condition limitations to the same extent waived under the applicable Company FLBK Plan, and Company Employees . FLBK's employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Parent TSFG Plan. (c) As of the Effective Time, Parent TSFG shall assume and honor and shall cause the appropriate Subsidiaries of Parent TSFG to assume and to honor in accordance with their terms all written agreements listed in Section 7.8 4.13(a) of the Company FLBK Disclosure Schedule (the “"Benefit Agreements”"). Parent TSFG acknowledges and agrees that (i) the Merger will constitute a “merger, sale or a change in control” control of the Company FLBK for all purposes under such agreements and (ii) calendar year 2007 shall be deemed to be the most recent “year” for purposes of calculating any severance or change-in-control payments due under the Benefit Agreements in connection with the Merger, the salary used in calculating any portion of such payments shall be the individual’s salary, on an annualized basis, in effect as of the date hereof, and the Company is authorized, notwithstanding any contrary provisions herein, to amend the Benefit Agreements to clarify the intentions set forth in this Section 7.8(c)(ii)agreements. The provisions of this Section 7.8(c) are intended to be for the benefit of, and shall be enforceable by, each director, officer or employee that is a party to any Benefit Agreement. (d) Parent TSFG hereby acknowledges that in connection with the Merger it will succeed to all the rights and obligations of FLBK under the Company agree that, prior to the Effective Time, the Company may adopt a severance plan (the “Severance Plan”), and a change in control retention plan (the “Retention Plan”) as provided in employment agreements set forth on Section 6.1(i) 4.13 of the Company FLBK Disclosure Schedule. Notwithstanding any other provision of this Agreement, any Plan or otherwise, Parent agrees from and after the Closing Date to maintain in full force and effect, without amendment or modification, (i) for a period of no less than one year following the Closing Date, the Severance Plan and (ii) the Retention Plan until such time as all Parent or Company obligations are fulfilled thereunder. The Severance Plan shall provide each Company employee two weeks of severance pay (at his then current pay rate) for each year of service with the Company or any Company Subsidiary prior to such Company employee’s employment termination date; provided that the minimum benefit for Company employees shall be four weeks’ salary, and the maximum severance benefit will be fifty-two weeks’ salary for exempt employees and twenty-six weeks’ salary for non-exempt employees. (e) Prior to the Effective Time, the Company shall amend all Plans that are or could be subject to Section 409A of the Code to comply with the final regulations under Section 409A, subject to the prior review and approval of Parent.

Employee Benefit Plans; Existing Agreements. (a) Following As of the Effective Time, the employees of the Company PBC and its Subsidiaries (the “Company "PBC Employees”") shall be at the discretion of BancorpSouth either continue to participate in the PBC Employee Plans or, to the extent permissible under the terms of the BancorpSouth Plans, shall become eligible to participate in BancorpSouth's employee benefit plans, including severance plans (each a “Parent Plan”), of Parent or its Subsidiaries in which similarly situated employees of Parent BancorpSouth or its Subsidiaries BancorpSouth Bank participate, to the same extent that as similarly situated employees of Parent BancorpSouth or its Subsidiaries participate; provided, however, that, in the case of all benefits then provided to the Company Employees, until the first anniversary of the Effective Time, Parent may instead provide such employees with participation in the employee benefit plans of the Company in which they participated immediately prior to the Effective Time BancorpSouth Bank (it being understood that inclusion of Company PBC Employees in Parent’s BancorpSouth's employee benefit plans may occur at different times with respect to different plans). From and after the Effective Time, Parent may elect not to provide to the Company Employees any benefits which are not then ) except as provided by Parent and its Subsidiaries to their employees notwithstanding that such benefits were provided by the Company and its Subsidiaries to their employees immediately prior to the Effective Time. In the case of benefits which are provided at the Effective Time by Parent to employees of Parent and its Subsidiaries but are not then provided by the Company and its Subsidiaries to their employees, Parent will as soon as possible, and in all events within one year, after the Effective Time include the Company Employees in the plans under which such benefits are made availablebelow. (b) With respect to each Parent BancorpSouth Plan for which length that is an "employee benefit plan," as defined in section 3(3) of service is taken into account for any purposeERISA, service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides past service credit) shall be treated as service with Parent for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of defined benefit pension benefits)entitlement, service with PBC shall be treated as service with BancorpSouth; provided provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication or increase of benefits; and provided further, that past service credit shall not be taken into account for determining eligibility, vesting or accrual of benefits under the BancorpSouth defined benefit pension plan. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations, if permitted by the Parent Plan. If permitted by the Parent Plan, each Parent Each BancorpSouth Plan shall waive pre-existing condition limitations to the same extent waived under the applicable Company PBC Plan, and Company . PBC Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Parent BancorpSouth Plan. (c) As of the Effective Time, Parent except as described in Section 8.2(d) below and except as otherwise agreed, BancorpSouth shall assume and honor and shall cause the appropriate Subsidiaries of Parent BancorpSouth to assume and to honor in accordance with their terms all agreements listed in Section 7.8 of the Company Disclosure Schedule (the “Benefit Agreements”). Parent acknowledges employment, severance and agrees that (i) the Merger will constitute a “change in control” of the Company for all purposes under such other compensation agreements and (ii) calendar year 2007 shall be deemed arrangements existing prior to be the most recent “year” for purposes of calculating any severance or change-in-control payments due under the Benefit Agreements in connection with the Merger, the salary used in calculating any portion of such payments shall be the individual’s salary, on an annualized basis, in effect as of the date hereof, and the Company is authorized, notwithstanding any contrary provisions herein, to amend the Benefit Agreements to clarify the intentions set forth in this Section 7.8(c)(ii). The provisions execution of this Section 7.8(c) Agreement which are intended to be for the benefit of, between PBC or any of its Subsidiaries and shall be enforceable by, each any director, officer or employee that is a party to any Benefit Agreementthereof and which have been disclosed in the PBC Disclosure Schedule. (d) Parent BancorpSouth and PBC agree to cooperate and take all reasonable actions to effect the merger of any employee benefit plan that is intended to be qualified under section 401(a) of the Code into the appropriate tax-qualified retirement plan of BancorpSouth after the Merger is completed, so that such plan merger satisfies the requirements of section 414(l) of the Code; provided, however, that BancorpSouth shall not be obligated to effect such a merger of a plan unless such plan is fully funded under section 412 of the Code and section 302 of ERISA, to the extent applicable, and the Company agree thatmerger would not jeopardize the tax-qualified status of any BancorpSouth Plan. (e) Notwithstanding the preceding paragraph, if requested by BancorpSouth, prior to the Effective Time, the Company may adopt a severance plan (the “Severance Plan”)PBC shall freeze, and a change in control retention plan (the “Retention Plan”) as provided in Section 6.1(i) of the Company Disclosure Schedule. Notwithstanding any amend or take other provision of this Agreement, action with respect to any Plan or otherwise, Parent agrees from and after the Closing Date (including actions related to maintain in full force and effect, without amendment or modification, (i) for a period termination of no less than one year following the Closing Date, the Severance Plan and (ii) the Retention Plan until such time as all Parent or Company obligations are fulfilled thereunder. The Severance Plan shall provide each Company employee two weeks of severance pay (at his then current pay rate) for each year of service with the Company or any Company Subsidiary plans immediately prior to such Company employee’s employment termination date; provided that the minimum benefit for Company employees shall be four weeks’ salary, and the maximum severance benefit will be fifty-two weeks’ salary for exempt employees and twenty-six weeks’ salary for non-exempt employees. (e) Prior to the Effective Time) that BancorpSouth, the Company shall amend in its sole discretion, deems advisable and not inconsistent with this Agreement, and provide all Plans that are or could be subject required notices to Section 409A of the Code to comply with the final regulations under Section 409A, subject participants and appropriate governmental agencies. (f) Notwithstanding anything herein to the contrary, PBC shall use its best efforts to obtain the consent prior review to the Merger of all holders of a PBC Option to the conversion of PBC Options into New Options, as provided under the terms of Section 1.5. Such consent shall be in writing and approval of Parentin a form approved by BancorpSouth.

Employee Benefit Plans; Existing Agreements. (a) Following the Effective Time, the employees of the Company and its Subsidiaries (the “Company Employees”) shall be eligible to participate in employee benefit plans, including severance plans (each a “Parent Plan”), of Parent or its Subsidiaries in which similarly situated employees of Parent or its Subsidiaries participate, to the same extent that similarly situated employees of Parent or its Subsidiaries participate; provided, however, that, in that until January 1 of the case of all benefits then provided to the Company Employees, until the first anniversary of second calendar year commencing after the Effective Time, Parent may instead provide such employees with participation in the employee benefit plans of the Company Parent or its Subsidiaries on a basis that is no less favorable to such employees than those plans in which they participated immediately prior to the Effective Time (it being understood that inclusion of Company Employees in Parent’s employee benefit plans may occur at different times with respect to different plans). From and Following the Effective Time, the Company Employees shall be eligible to receive upon termination if such termination occurs within one year after the Effective Time, severance benefits upon the terms set forth in Section 7.8 of the Parent may elect not to provide to Disclosure Schedule, which terms represent the Company Employees any benefits which are not then provided by Parent and its Subsidiaries to their employees notwithstanding that such benefits were provided by in effect on the Company and its Subsidiaries to their employees immediately prior to the Effective Time. In the case date of benefits which are provided at the Effective Time by Parent to this Agreement for similarly situated employees of Parent and or its Subsidiaries but are not then provided by the Company and its Subsidiaries to their employees, Parent will as soon as possible, and in all events within one year, after the Effective Time include the Company Employees in the plans under which such benefits are made availableSubsidiaries. (b) With respect to each Parent Plan for which length of service is taken into account for any purpose, service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides past service credit) shall be treated as service with Parent for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of defined benefit pension benefits); provided however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations, if permitted by the Parent Plan. If permitted by the Parent Plan, each Each Parent Plan shall waive pre-existing condition limitations to the same extent waived under the applicable Company Plan, and . Company Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Parent Plan. (c) As of the Effective Time, Parent shall assume and honor and shall cause the appropriate Subsidiaries of Parent to assume and to honor in accordance with their terms all agreements listed in Section 7.8 of the Company Disclosure Schedule Schedule, copies of which have been provided to Parent (the “Benefit Agreements”). Parent acknowledges and agrees that (i) the Merger will constitute a “change in control” of the Company for all purposes under such agreements and (ii) calendar year 2007 shall be deemed to be the most recent “year” for purposes of calculating any severance or change-in-control payments due under the Benefit Agreements in connection with the Merger, the salary used in calculating any portion of such payments shall be the individual’s salary, on an annualized basis, in effect as of the date hereof, and the Company is authorized, notwithstanding any contrary provisions herein, to amend the Benefit Agreements to clarify the intentions set forth in this Section 7.8(c)(ii)agreements. The provisions second sentence of this Section 7.8(c) are is intended to be for the benefit of, and the agreement evidenced by the second sentence that the Merger constitutes a “change of control” of the Company for all purposes under the agreements described in this Section 7.8(c) shall be enforceable by, each director, officer or employee that is a party to any Benefit Agreement. (d) Parent and the Company agree that, prior to the Effective Time, the Company Company, in consultation with Parent, may adopt a severance plan (the “Severance Plan”), and a change in control retention plan (the “Retention Plan”) ), substantially as provided in Section 6.1(i) of the Company Disclosure Schedule. Notwithstanding any other provision of this Agreement, any Plan or otherwise, Parent agrees from and after the Closing Date to maintain in full force and effect, without amendment or modification, (i) for a period of no less than one year following the Closing Date, the Severance Plan and (ii) the Retention Plan until such time as all Parent or Company obligations are fulfilled thereunder. The Severance Plan shall provide each Company employee two weeks of severance pay (at his then current pay rate) for each year of service with the Company or any Company Subsidiary prior to such Company employee’s employment termination date; provided that the minimum benefit for Company employees shall be four weeks’ salary, and the maximum severance benefit will be fifty-two weeks’ salary for exempt employees and twenty-six weeks’ salary for non-exempt employees. (e) Prior Notwithstanding anything in this Agreement to the Effective Timecontrary, Parent covenants and agrees that it shall not, and shall cause its Subsidiaries not to, terminate the employment of any holder of a Company Option that is converted into a Parent Option pursuant to the terms of this Agreement until a date that is at least three business days following the date on which Parent shall have complied with the filing requirements set forth in Section 1.6(b) hereof and shall have given such holder notice of such compliance. This Section 7.8(e) is intended to be for the benefit of, and shall be enforceable by, each person who is the holder of a Company Option that is converted into a Parent Option pursuant to the terms of this Agreement. (f) From and after the Closing, Parent shall reimburse each executive officer of the Company for the expense of any tax or financial planning advice such executive officer receives from third party advisors, such reimbursement to be made promptly upon Parent’s receipt of a copy of any invoice with respect thereto and regardless of whether such executive officer is them employed by Parent or any of its Subsidiaries; provided, however, that in no event shall Parent be required to reimburse any individual executive officer’s expenses in excess of the Reimbursement Limit for such executive officer. The “Reimbursement Limit” with respect any particular executive officer shall be an amount equal to $5,000 less the amount of any such expenses reimbursed to such executive officer by the Company at or prior to the Closing. This Section 7.8(f) is intended to be for the benefit of, and shall be enforceable by, each such executive officer. (g) To the extent permitted by applicable law, Parent or Parent Bank shall assume and continue to maintain the split dollar life insurance policy identified on Section 7.8(g) of the Company Disclosure Schedule provided that such obligation does not result in additional out of pocket costs to the Company. This Section 7.8(g) is intended to be for the benefit of, and shall be enforceable by, the Company shall amend all Plans that are or could be subject to Section 409A of the Code to comply with the final regulations under Section 409A, subject to the prior review and approval of Parentnamed insured in such policy.

Employee Benefit Plans; Existing Agreements. (a) Following As of the Effective Time, to the extent permissible under the terms of the BancorpSouth Plans, the employees of the Company BHC and its Subsidiaries (the “Company "BHC Employees”") shall be eligible to participate in BancorpSouth's employee benefit plans, including severance plans (each a “Parent Plan”), of Parent or its Subsidiaries in which similarly situated employees of Parent BancorpSouth or its Subsidiaries BancorpSouth Bank participate, to the same extent that as similarly situated employees of Parent BancorpSouth or its Subsidiaries participate; provided, however, that, in the case of all benefits then provided to the Company Employees, until the first anniversary of the Effective Time, Parent may instead provide such employees with participation in the employee benefit plans of the Company in which they participated immediately prior to the Effective Time BancorpSouth Bank (it being understood that inclusion of Company BHC Employees in Parent’s BancorpSouth's employee benefit plans may occur at different times with respect to different plans). From and after the Effective Time, Parent may elect not to provide to the Company Employees any benefits which are not then ) except as provided by Parent and its Subsidiaries to their employees notwithstanding that such benefits were provided by the Company and its Subsidiaries to their employees immediately prior to the Effective Time. In the case of benefits which are provided at the Effective Time by Parent to employees of Parent and its Subsidiaries but are not then provided by the Company and its Subsidiaries to their employees, Parent will as soon as possible, and in all events within one year, after the Effective Time include the Company Employees in the plans under which such benefits are made availablebelow. (b) With respect to each Parent BancorpSouth Plan for which length that is an "employee benefit plan," as defined in section 3(3) of service is taken into account for any purposeERISA, service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides past service credit) shall be treated as service with Parent for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of defined benefit pension benefits)entitlement, service with BHC shall be treated as service with BancorpSouth; provided provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication or increase of benefits; and provided further, that past service credit shall not be taken into account for determining eligibility, vesting or accrual of benefits under the BancorpSouth defined benefit pension plan. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations, if permitted by the Parent Plan. If permitted by the Parent Plan, each Parent Each BancorpSouth Plan shall waive pre-existing condition limitations to the same extent waived under the applicable Company BHC Plan, and Company . BHC Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Parent BancorpSouth Plan. (c) As of the Effective Time, Parent except as described in Section 8.2(d) below and except as otherwise agreed, BancorpSouth shall assume and honor and shall cause the appropriate Subsidiaries of Parent BancorpSouth to assume and to honor in accordance with their terms all agreements listed in Section 7.8 of the Company Disclosure Schedule (the “Benefit Agreements”). Parent acknowledges employment, severance and agrees that (i) the Merger will constitute a “change in control” of the Company for all purposes under such other compensation agreements and (ii) calendar year 2007 shall be deemed arrangements existing prior to be the most recent “year” for purposes of calculating any severance or change-in-control payments due under the Benefit Agreements in connection with the Merger, the salary used in calculating any portion of such payments shall be the individual’s salary, on an annualized basis, in effect as of the date hereof, and the Company is authorized, notwithstanding any contrary provisions herein, to amend the Benefit Agreements to clarify the intentions set forth in this Section 7.8(c)(ii). The provisions execution of this Section 7.8(c) Agreement which are intended to be for the benefit of, between BHC or any of its Subsidiaries and shall be enforceable by, each any director, officer or employee that is a party to any Benefit Agreementthereof and which have been disclosed in the BHC Disclosure Schedule. (d) Parent BancorpSouth and BHC agree to cooperate and take all reasonable actions to effect the merger of any employee benefit plan that is intended to be qualified under section 401(a) of the Code into the appropriate tax-qualified retirement plan of BancorpSouth after the Merger is completed, so that such plan merger satisfies the requirements of section 414(l) of the Code; provided, however, that BancorpSouth shall not be obligated to effect such a merger of a plan unless such plan is fully funded under section 412 of the Code and section 302 of ERISA, to the extent applicable, and the Company agree thatmerger would not jeopardize the tax-qualified status of any BancorpSouth Plan. (e) Notwithstanding the preceding paragraph, if requested by BancorpSouth, prior to the Effective Time, the Company may adopt a severance plan (the “Severance Plan”)BHC shall freeze, terminate, amend or take other action with respect to any Plan that BancorpSouth, in its sole discretion, deems advisable and a change in control retention plan (the “Retention Plan”) as provided in Section 6.1(i) of the Company Disclosure Schedule. Notwithstanding any other provision of not inconsistent with this Agreement, any Plan or otherwise, Parent agrees from and after the Closing Date provide all required notices to maintain in full force participants and effect, without amendment or modification, (i) for a period of no less than one year following the Closing Date, the Severance Plan and (ii) the Retention Plan until such time as all Parent or Company obligations are fulfilled thereunder. The Severance Plan shall provide each Company employee two weeks of severance pay (at his then current pay rate) for each year of service with the Company or any Company Subsidiary prior to such Company employee’s employment termination date; provided that the minimum benefit for Company employees shall be four weeks’ salary, and the maximum severance benefit will be fifty-two weeks’ salary for exempt employees and twenty-six weeks’ salary for non-exempt employeesappropriate governmental agencies. (ef) Prior Notwithstanding anything herein to the Effective Timecontrary, BHC shall take appropriate action to obtain the Company shall amend all Plans that are or could be subject to Section 409A of the Code to comply with the final regulations under Section 409A, subject consent prior to the prior review Merger of all holders of a BHC Option to the conversion of BHC Options into New Options, as provided under the terms of Section 1.5. Such consent shall be in writing and approval of Parentin a form approved by BancorpSouth.

Employee Benefit Plans; Existing Agreements. (a) Following As soon as administratively feasible after the Effective Time, to the extent permissible under the terms of the BancorpSouth Plans, the employees of the Company City Bancorp and its Subsidiaries (the “Company City Bancorp Employees”) shall be eligible to participate in BancorpSouth’s employee benefit plans, including severance plans (each a “Parent Plan”), of Parent or its Subsidiaries in which similarly situated employees of Parent BancorpSouth or its Subsidiaries BancorpSouth Bank participate, to the same extent that as similarly situated employees of Parent BancorpSouth or its Subsidiaries participate; provided, however, that, in the case of all benefits then provided to the Company Employees, until the first anniversary of the Effective Time, Parent may instead provide such employees with participation in the employee benefit plans of the Company in which they participated immediately prior to the Effective Time BancorpSouth Bank (it being understood that inclusion of Company City Bancorp Employees in ParentBancorpSouth’s employee benefit plans may occur at different times with respect to different plans). From and after the Effective Time) except as provided below; provided however, Parent may elect that City Bancorp Employees shall not to provide to the Company Employees any benefits which are not then provided by Parent and its Subsidiaries to their employees notwithstanding that such benefits were provided by the Company and its Subsidiaries to their employees immediately prior to the Effective Time. In the case of benefits which are provided at the Effective Time by Parent to employees of Parent and its Subsidiaries but are not then provided by the Company and its Subsidiaries to their employees, Parent will as soon as possible, and in all events within one year, after the Effective Time include the Company Employees be eligible for participation in the plans under which such benefits are made availableBancorpSouth defined benefit pension plan. (b) With respect to each Parent BancorpSouth Plan for which length that is an “employee benefit plan,” as defined in section 3(3) of service is taken into account for any purposeERISA, service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides past service credit) shall be treated as service with Parent for purposes of determining eligibility to participate, vesting, vesting and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of defined benefit pension benefits)entitlement, service with City Bancorp shall be treated as service with BancorpSouth; provided provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication or increase of benefits. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations, if permitted by the Parent Plan. If permitted by the Parent Plan, each Parent Each BancorpSouth Plan shall waive pre-existing condition limitations to the same extent waived under the applicable Company City Bancorp Plan, and Company Employees . City Bancorp employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Parent BancorpSouth Plan. (c) As of the Effective Time, Parent except as otherwise agreed and as described in Section 8.2(g) below, BancorpSouth shall assume and honor and shall cause the appropriate Subsidiaries of Parent to assume and to honor honor, in accordance with their terms terms, all agreements listed in Section 7.8 of the Company Disclosure Schedule (the “Benefit Agreements”). Parent acknowledges employment, severance and agrees that (i) the Merger will constitute a “change in control” of the Company for all purposes under such other compensation agreements and (ii) calendar year 2007 shall be deemed arrangements existing prior to be the most recent “year” for purposes of calculating any severance or change-in-control payments due under the Benefit Agreements in connection with the Merger, the salary used in calculating any portion of such payments shall be the individual’s salary, on an annualized basis, in effect as of the date hereof, and the Company is authorized, notwithstanding any contrary provisions herein, to amend the Benefit Agreements to clarify the intentions set forth in this Section 7.8(c)(ii). The provisions execution of this Section 7.8(c) Agreement which are intended to be for the benefit of, between City Bancorp or any of its Subsidiaries and shall be enforceable by, each any director, officer or employee that is a party to any Benefit Agreementthereof and which have been disclosed in the City Bancorp Disclosure Schedule. (d) Parent and the Company agree thatIf requested by BancorpSouth, prior to the Effective Time, City Bancorp shall freeze, amend, spin-off, merge or take other action with respect to any Employee Plan (including terminating such plans immediately prior to and conditioned upon the Company may adopt a severance plan occurrence of the Effective Time) that BancorpSouth, in its sole discretion, deems advisable and not inconsistent with this Agreement (together, the “Severance PlanDesignated Plans”), and a change in control retention plan (the “Retention Plan”) provide all required notices to participants and appropriate governmental agencies. With respect to those Designated Plans that are maintained by City Bancorp as provided in Section 6.1(iqualified under section 401(a) of the Company Disclosure Schedule. Notwithstanding any other provision Code, BancorpSouth will take appropriate actions to provide for the rollover of this Agreementdistributions therefrom into the appropriate tax-qualified retirement plan of BancorpSouth, any Plan or otherwise, Parent agrees from and after the Closing Date to maintain in full force and effect, without amendment or modification, (i) for a period of no less than one year following the Closing Date, the Severance Plan and (ii) the Retention Plan until such time as all Parent or Company obligations are fulfilled thereunder. The Severance Plan shall provide each Company employee two weeks of severance pay (at his then current pay rate) for each year of service with the Company or any Company Subsidiary prior to such Company employee’s employment termination date; provided that the minimum benefit for Company employees shall be four weeks’ salary, and acceptance of rollovers would not jeopardize the maximum severance benefit will be fiftytax-two weeks’ salary for exempt employees and twenty-six weeks’ salary for non-exempt employees. (e) qualified status of any BancorpSouth Plan. Prior to the Effective Time, the Company City Bancorp shall amend the Designated Plans to eliminate any benefit, right, subsidy, payment or accrual that would otherwise result from the transactions contemplated by this Agreement or any other change in the control of City Bancorp. City Bancorp will take appropriate action to terminate the City Bancorp Stock Purchase Plan prior to the Closing and to refund all Plans amounts withheld from participants thereunder that are or could have not previously been applied to the purchase of City Bancorp common stock. (e) Notwithstanding anything herein to the contrary, City Bancorp shall obtain the consent prior to the Merger of all holders of a City Bancorp Option to the conversion of City Bancorp Options into New Options, as provided under the terms of Section 1.5. Such consent shall be subject to Section 409A in writing and in a form approved by BancorpSouth and shall include an acknowledgement of the Code correctness of the conversion and acceptance thereof without claims, sufficient to comply with serve as a release and waiver of any claims against City Bancorp. (f) On or before December 31, 2006, City Bancorp shall pay all performance bonuses earned in 2006 for all employees who have employment agreements, as identified in Section 4.11(q) of the final regulations under Section 409A, subject to the prior review and approval of ParentCity Bancorp Disclosure Schedule.

Employee Benefit Plans; Existing Agreements. (a) Following As soon as practicable following the Effective Time, the employees of the Company and its Subsidiaries (the “"Company Employees”") shall be eligible to participate in Buyer's employee benefit plans, including severance plans (each a “Parent Plan”), of Parent or its Subsidiaries in which similarly situated employees of Parent Buyer or its Subsidiaries Buyer Bank participate, to the same extent that similarly as similarly-situated employees of Parent Buyer or its Subsidiaries participate; provided, however, that, in the case of all benefits then provided to the Company Employees, until the first anniversary of the Effective Time, Parent may instead provide such employees with participation in the employee benefit plans of the Company in which they participated immediately prior to the Effective Time Buyer Bank (it being understood that inclusion of Company Employees in Parent’s Buyer's employee benefit plans may occur at different times with respect to different plans). From and after ) provided, however, that Buyer shall continue the Effective Time, Parent may elect not to provide to the Company Employees any benefits which are not then provided by Parent and its Subsidiaries to their employees notwithstanding that such benefits were provided by the comparable plans of Company and its Subsidiaries for the exclusive benefit of Company Employees until such time Company Employees become eligible to their employees immediately prior to participate in the Effective Timeplans of Buyer or Buyer Bank. In the case Company's ESOP shall terminate as of benefits which are provided at the Effective Time and prior to such time Company shall make contributions to the ESOP sufficient to enable the trustee of the plan to repay in full all outstanding acquisition loans of the plan. If Company cannot make contributions sufficient to enable the trustee to repay such loans in full by Parent reasons of the operation of Section 415(c) of the Code then, in accordance with the terms of the ESOP, the trustee shall sell a number of shares sufficient to employees repay the remaining portion of Parent the loan. All shares of stock and its Subsidiaries but are not then provided cash held by the Company and its Subsidiaries to their employees, Parent will plan as soon as possible, and in all events within one year, after of the Effective Time include shall be allocated to participants of the Company Employees ESOP in the plans under which such benefits are made availableaccordance with its terms. (b) With respect to each Parent Buyer Plan for which length of service that is taken into account for any purposean "employee benefit plan," as defined in Section 3(3)of ERISA, service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides past service credit) shall be treated as service with Parent for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of defined benefit pension benefits), service with the Company and its Subsidiaries shall be treated as service with Buyer; provided however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations, if permitted by the Parent Plan. If permitted by the Parent Plan, each Parent Plan shall waive pre-existing condition limitations to the same extent waived under the applicable Company Plan, and Company Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Parent Buyer Plan. (c) As of the Effective Time, Parent Buyer shall assume and honor and shall cause the appropriate Subsidiaries of Parent to assume and Buyer to honor and Company shall pay at the Closing Date, in accordance with their terms all employment, severance and other compensation agreements listed and arrangements existing prior to the execution of this Agreement which are between the Company or any of its Subsidiaries and any director, officer or employee thereof and which have been disclosed in the Company Disclosure Schedule and previously have been delivered to Buyer. All payments under employment and change in control agreements, identified in Section 7.8 4.15(a) of the Company Disclosure Schedule (between the “Benefit Agreements”). Parent acknowledges Company or its Subsidiaries and agrees that (i) the Merger will constitute a “change in control” individual officers and employees of the Company for all purposes or its Subsidiaries shall be paid by the Company at the Closing Date regardless of whether or not such individual continues in employment with Buyer or its Subsidiaries. The Company Disclosure Schedule sets forth the reasonable, good faith estimates of amounts payable under employment and severance agreements between the Company or its Subsidiaries and certain individuals and the amounts shown and methodology used in preparing such estimates shall be followed in determining the actual amounts payable under such agreements and (ii) calendar year 2007 shall be deemed to be the most recent “year” for purposes of calculating any severance or change-in-control payments due under the Benefit Agreements in connection with the Merger, the salary used in calculating any portion of such payments shall be the individual’s salary, on an annualized basis, in effect as of the date hereof, and the Company is authorized, notwithstanding any contrary provisions herein, to amend the Benefit Agreements to clarify the intentions set forth in this Section 7.8(c)(ii). The provisions of this Section 7.8(c) are intended to be for the benefit of, and shall be enforceable by, each director, officer or employee that is a party to any Benefit Agreementagreements. (d) Parent and Employees of the Company agree thatand its Subsidiaries shall be entitled to receive payment for accrued but unused vacation days and any accrued but unused vacation days of employees of the Company or its Subsidiaries as of the Closing Date shall, at the employee's option, either be paid immediately prior to the Effective TimeClosing Date or taken as vacation as soon as practicable following the Closing Date; provided, however, that the Company may adopt a severance plan shall deliver to Buyer, not later than fifteen (15) business days after the “Severance Plan”), and a change in control retention plan (the “Retention Plan”) as provided in Section 6.1(i) of the Company Disclosure Schedule. Notwithstanding any other provision date of this Agreement, any Plan or otherwise, Parent agrees from and after a schedule of employees indicating their accrued but unused vacation days as of the Closing Date to maintain in full force and effect, without amendment or modification, (i) for a period of no less than one year following the Closing Date, the Severance Plan and (ii) the Retention Plan until such time as all Parent or Company obligations are fulfilled thereunder. The Severance Plan shall provide each Company employee two weeks of severance pay (at his then current pay rate) for each year of service with the Company or any Company Subsidiary prior to such Company employee’s employment termination date; provided that the minimum benefit for Company employees shall be four weeks’ salary, and the maximum severance benefit will be fifty-two weeks’ salary for exempt employees and twenty-six weeks’ salary for non-exempt employeesmost recent date practicable. (e) Prior The Company or its Subsidiaries shall pay bonuses in accordance with its past practices through December 31, 1999, and the compensation with respect to which bonuses are paid for any individual shall be for the period of time that has elapsed since the payment of the last bonus. At the Closing Date each Company Employee shall be entitled to receive a bonus equal to the Effective Timebonus received by such Company Employee for the period ended as of December 31, 1999, multiplied by a fraction, the Company numerator of which shall amend all Plans that are or could be subject to Section 409A the number of days from December 31 through the Code to comply with date on which the final regulations under Section 409AClosing Date occurs and the denominator of which is 366 (in the case of employees who were paid annual bonuses as of December 31) and 180 days (in the case of employees who received semi annual bonuses as of both June 30 and December 31), subject to as the prior review and approval of Parentcase may be.

Employee Benefit Plans; Existing Agreements. (a) Following As of or as soon as practicable following the Effective Time, the employees of the Company and its Subsidiaries (the “"Company Employees”") shall become employees of ICBC or a Subsidiary thereof and shall be eligible to participate in the employee benefit plans, including severance plans (each a “Parent Plan”), of Parent or ICBC and its Subsidiaries in which similarly situated employees of Parent ICBC or its Subsidiaries ICBC Bank participate, to the same extent that as similarly situated employees of Parent ICBC or its Subsidiaries participate; provided, however, that, in the case of all benefits then provided to the Company Employees, until the first anniversary of the Effective Time, Parent may instead provide such employees with participation in the employee benefit plans of the Company in which they participated immediately prior to the Effective Time ICBC Bank (it being understood that inclusion of Company Employees in Parent’s such employee benefit plans may occur at different times with respect to different plans); provided, however, that (i) nothing contained herein shall require ICBC or any of its Subsidiaries to make any grants to any Company Employee under either the ICBC Stock Plan or the ICBC 1998 Recognition and Retention Plan and Trust Agreement, it being understood that any such grants are completely discretionary, and (ii) other than as provided in Section 7.13(b) hereof, nothing contained herein shall require ICBC or any of its Subsidiaries to permit a Company Employee who is receiving severance as a result of the transactions contemplated by this Agreement pursuant to any employment, severance, consulting or other compensation agreements, plans and arrangements with the Company or any of its Subsidiaries to participate in any severance or change in control agreement or plan offered by ICBC or any of its Subsidiaries. From and after The Company agrees to take any necessary actions to cease benefit accruals under any Plan that is a tax-qualified defined benefit plan as of the Effective Time, Parent may elect not to provide to the Company Employees any benefits which are not then provided by Parent and its Subsidiaries to their employees notwithstanding that such benefits were provided by the Company and its Subsidiaries to their employees immediately prior to the Effective Time. In the case of benefits which are provided at the Effective Time by Parent to employees of Parent and its Subsidiaries but are not then provided by the Company and its Subsidiaries to their employees, Parent will as soon as possible, and in all events within one year, after the Effective Time include the Company Employees in the plans under which such benefits are made available. (b) With respect to each Parent Plan for which length of service is taken into account for any purposeICBC Plan, service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides past service credit) shall be treated as service with Parent for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of defined benefit pension benefits), service with the Company shall be treated as service with ICBC; provided provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations, if permitted by the Parent Plan. If permitted by the Parent Plan, each Parent Each ICBC Plan shall waive pre-existing condition limitations to the same extent waived under the applicable Company Plan, and . Company Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Parent PlanICBC Plan during the applicable plan year. (c) As of the Effective Time, Parent ICBC shall assume and honor and shall cause the appropriate Subsidiaries of Parent ICBC to assume and to honor in accordance with their terms all agreements listed employment, severance, consulting and other compensation agreements, plans and arrangements existing immediately prior to the execution of this Agreement which are between the Company or any of its Subsidiaries and any director, officer or employee thereof and which have been disclosed in Section 7.8 7.7(c) of the Company Disclosure Schedule (the “Benefit Agreements”)Schedule. Parent ICBC acknowledges and agrees that (i) the Merger will constitute constitutes a “change "Change in control” of the Company Control" for all purposes under pursuant to such agreements and arrangements, and (ii) calendar year 2007 shall be deemed in light of ICBC's plans relating to be management assignments and responsibilities with respect to the most recent “year” for purposes business of calculating any severance or change-in-control payments due under ICBC from and after the Benefit Agreements in connection with the Merger, the salary used in calculating any portion of such payments shall be the individual’s salary, on an annualized basis, in effect as of the date hereof, and the Company is authorized, notwithstanding any contrary provisions herein, to amend the Benefit Agreements to clarify the intentions set forth in this Section 7.8(c)(ii). The provisions of this Section 7.8(c) are intended to be for the benefit of, and shall be enforceable byEffective Time, each director, officer or employee who is a party to, or is otherwise subject to, any such agreement or arrangement will, upon consummation of the Merger, be entitled to receive the severance or other similar benefits that are provided thereunder in the event of a termination of employment for "Good Reason" as defined in such agreements and arrangements (whether or not such person continues in the employment of ICBC or its subsidiaries). Any director, officer or employee of the Company or any of its Subsidiaries who is a party to any Benefit Agreement. (dan agreement set forth in Section 7.7(c) Parent and of the Company agree thatDisclosure Schedule shall be entitled to receive the cash benefits payable under such agreement within 30 days following the Closing Date; provided, prior however, that (i) the amounts payable shall not exceed, individually or in the aggregate, the amounts reflected in Section 4.15 of the Company Disclosure Schedule (except to the Effective Time, extent that any tax indemnification payments in respect of income and/or excise taxes change due to changes in the assumptions underlying such amounts) and (ii) the employee executes and delivers to the Company may adopt an instrument in form and substance satisfactory to ICBC releasing ICBC and its affiliates from any further liability for monetary payments under such agreement. To the extent that a severance plan (director, officer or employee of the “Severance Plan”)Company or any of its Subsidiaries is entitled to the continued receipt of miscellaneous fringe benefits pursuant to an agreement set forth in Section 7.7(c) of the Company Disclosure Schedule, and such director, officer or employee becomes a change director, officer or employee of ICBC or any of its Subsidiaries following the Effective Time and as a result becomes entitled to receive comparable fringe benefits in control retention plan (his or her capacity as a director, officer or employee of ICBC or any of its Subsidiaries, then the “Retention Plan”) as fringe benefits provided to such person shall be deemed to be provided in connection with such person's service as a director, officer or employee of ICBC or any of its Subsidiaries for so long as such person serves in such capacity and shall be in lieu of, and not in addition to, any fringe benefits that would have otherwise been provided pursuant to the agreement set forth in Section 6.1(i7.7(c) of the Company Disclosure Schedule. Notwithstanding any other provision of this Agreement, any Plan or otherwise, Parent agrees from and after the Closing Date to maintain in full force and effect, without amendment or modification, (i) for a period of no less than one year following the Closing Date, the Severance Plan and (ii) the Retention Plan until such time as all Parent or Company obligations are fulfilled thereunder. The Severance Plan shall provide each Company employee two weeks of severance pay (at his then current pay rate) for each year of service with the Company or any Company Subsidiary prior to such Company employee’s employment termination date; provided that the minimum benefit for Company employees shall be four weeks’ salary, and the maximum severance benefit will be fifty-two weeks’ salary for exempt employees and twenty-six weeks’ salary for non-exempt employees. (e) Prior to the Effective Time, the Company shall amend all Plans that are or could be subject to Section 409A of the Code to comply with the final regulations under Section 409A, subject to the prior review and approval of Parent.7.8

Employee Benefit Plans; Existing Agreements. (a) Following As of the Effective Time, to the extent permissible under the terms of the GCBS employee benefit Plans, the employees of the Company CVBG and its Subsidiaries (the “Company CVBG Employees”) shall be eligible to participate in GCBS’s employee benefit plans, including severance plans (each a “Parent Plan”)but not limited to bonus and option plans, of Parent or its Subsidiaries in which similarly situated employees of Parent GCBS or its Subsidiaries participate, to the same extent that as similarly situated employees of Parent GCBS or its Subsidiaries participate; provided, however, that, in the case of all benefits then provided to the Company Employees, until the first anniversary of the Effective Time, Parent may instead provide such employees with participation in the employee benefit plans of the Company in which they participated immediately prior to the Effective Time (it being understood that inclusion of Company CVBG Employees in ParentGCBS’s employee benefit plans may occur at different times with respect to different plans). From and after the Effective Time, Parent may elect not to provide to the Company Employees any benefits which are not then ) except as provided by Parent and its Subsidiaries to their employees notwithstanding that such benefits were provided by the Company and its Subsidiaries to their employees immediately prior to the Effective Time. In the case of benefits which are provided at the Effective Time by Parent to employees of Parent and its Subsidiaries but are not then provided by the Company and its Subsidiaries to their employees, Parent will as soon as possible, and in all events within one year, after the Effective Time include the Company Employees in the plans under which such benefits are made availablebelow. (b) With respect to each Parent GCBS Plan for which length that is an “employee benefit plan,” as defined in section 3(3) of service is taken into account for any purposeERISA, service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides past service credit) shall be treated as service with Parent for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of defined benefit pension benefits)entitlement, service with CVBG shall be treated as service with GCBS; provided provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication or increase of benefits. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations, if permitted by the Parent Plan. If permitted by the Parent Plan, each Parent Plan Each GCBS employee benefit plan shall waive pre-existing condition limitations to the same extent waived under the applicable Company Plan, and Company CVBG employee benefit plan. CVBG Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Parent PlanGCBS employee benefit plans. (c) As of From and after the Effective Time, Parent shall GCBS or the Surviving Corporation, as applicable, will assume and honor and shall cause the appropriate Subsidiaries of Parent GCBS to assume and to honor in accordance with their terms all employment, severance, change of control and other compensation agreements listed in Section 7.8 and arrangements between CVBG or its Subsidiaries and any employee thereof, and all accrued and vested benefit obligations, existing prior to the execution of this Agreement which are between CVBG or any of its Subsidiaries and any current or former director, officer, employee or consultant thereof. In addition, any employee of CVBG or its Subsidiaries whose position is eliminated as a direct result of the Company Disclosure Schedule (the “Benefit Agreements”). Parent acknowledges and agrees that (i) the Merger will constitute a “change in control” of the Company for all purposes under such agreements and (ii) calendar year 2007 shall be deemed eligible to be receive the most recent “year” for purposes Standard Severance Package of calculating CVBG as described by CVBG to GCBS previously, rather than any standard severance package of GCBS, unless specifically negotiated between the employee and GCBS or change-in-control payments due under the Benefit Agreements in connection with the Merger, the salary used in calculating any portion of such payments shall be the individual’s salary, on an annualized basis, in effect as of the date hereof, and the Company is authorized, notwithstanding any contrary provisions herein, to amend the Benefit Agreements to clarify the intentions set forth in this Section 7.8(c)(ii). The provisions of this Section 7.8(c) are intended to be for the benefit of, and shall be enforceable by, each director, officer or employee that is a party to any Benefit AgreementCVBG. (d) Parent From and the Company agree that, prior to after the Effective Time, GCBS or the Company may adopt a severance plan (the “Severance Plan”)Surviving Corporation, as applicable, will, and a change in control retention plan (the “Retention will cause any applicable Subsidiary thereof or Employee Benefit Plan”) , to provide or pay when due to CVBG's employees as provided in Section 6.1(i) of the Company Disclosure Schedule. Notwithstanding any other provision Effective Time all benefits and compensation pursuant to CVBG's Employee Plans, programs and arrangements in effect on the date hereof earned and accrued through, and to which such individuals are entitled as of the Effective Time (or such later time as such Employee Benefit Plans as in effect at the Effective Time are terminated or canceled by GCBS or the Surviving Corporation) subject to compliance with the terms of this Agreement, any Plan or otherwise, Parent agrees from and after the Closing Date to maintain in full force and effect, without amendment or modification, (i) for a period of no less than one year following the Closing Date, the Severance Plan and (ii) the Retention Plan until such time as all Parent or Company obligations are fulfilled thereunder. The Severance Plan shall provide each Company employee two weeks of severance pay (at his then current pay rate) for each year of service with the Company or any Company Subsidiary prior to such Company employee’s employment termination date; provided that the minimum benefit for Company employees shall be four weeks’ salary, and the maximum severance benefit will be fifty-two weeks’ salary for exempt employees and twenty-six weeks’ salary for non-exempt employees. (e) Prior to the Effective Time, the Company shall amend all Plans that are or could be subject to Section 409A of the Code to comply with the final regulations under Section 409A, subject to the prior review and approval of Parent.