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

Employee Benefit Plans; Existing Agreements. (a) As of the Effective Time, the employees of the Company and its Subsidiaries (the "Company Employees") shall be eligible to participate in employee benefit plans 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 (it being understood that inclusion of Company Employees in Parent's employee benefit plans may occur at different times with respect to different plans). (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. Each Parent Plan shall waive pre-existing condition limitations to the same extent waived under the applicable Company Plan. 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 the Merger will constitute a merger, sale or a change in control of the Company for all purposes under such 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"), each 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 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.

Employee Benefit Plans; Existing Agreements. (a) As of soon as practicable following the Effective Time, the employees of the Company and its Subsidiaries (the "Company Employees") shall be eligible entitled to participate in Buyer's employee benefit plans of Parent or its Subsidiaries in which similarly situated employees of Parent Buyer or its Subsidiaries participate, to the same extent that similarly situated as comparable employees of Parent Buyer or its Subsidiaries participate (it being understood that inclusion of Company Employees in ParentBuyer's employee benefit plans may occur at different times with respect to different plans). (b) With respect to each Parent Plan for which length of service is taken into account for any purposeBuyer 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 (or predecessor employers to the extent the Company provides past service credit) 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. Each Parent Plan shall waive pre-existing condition limitations to the same extent waived under the applicable Company Plan. 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 Following the Effective Time, Parent Buyer shall assume and honor and shall cause the appropriate Subsidiaries of Parent to assume and Surviving Bank 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 and agrees that the Merger will constitute a merger, sale or a change in control of the Company for all purposes under such agreements. The provisions of this Section 7.8(c) are intended to be for the benefit of, and shall be enforceable by, each any director, officer or employee that is a party to any Benefit Agreement. (d) Parent thereof and the Company agree that, prior to the Effective Time, the company may adopt a severance plan (the "Severance Plan") and a change which have been disclosed in control retention plan (the "Retention Plan"), each 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 Schedule and previously have been made available 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 thereunderBuyer.

Employee Benefit Plans; Existing Agreements. (a) As During the six-month period following the Effective Time (the "Transition Period"), Parent shall cause the Surviving Corporation (i) to maintain the Company Benefit Plans (other than equity-based arrangements) in effect on the date of this Agreement or (ii) to replace all or any of the Effective Time, the Company Benefit Plans with employee benefit plans and programs maintained for similarly situated employees of Parent, provided that the aggregate level of benefits (other than equity-based arrangements) shall be substantially comparable to the aggregate level of benefits provided by the Company Benefit Plans in effect on the date of this Agreement. (b) To the extent that any plan of Parent or any of its Affiliates (a "Parent Plan") becomes applicable to any employee or former employee of the Company or its Subsidiaries, Parent shall grant, or cause to be granted, to such employees or former employees credit for their service with the Company and its Subsidiaries (the "Company Employees") shall be eligible to participate in employee benefit plans 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 (it being understood that inclusion of Company Employees in Parent's employee benefit plans may occur at different times with respect to different plans). (b) With respect to each Parent Plan for which length of service is taken into account for any purpose, service with the Company or and any of its Subsidiaries (or predecessor employers to their predecessors) for the extent the Company provides past service credit) shall be treated as service with Parent for purposes purpose of determining eligibility to participate, vesting, participate and entitlement to benefits, including nonforfeitability of benefits under such Parent Plan and for purposes of benefit accrual under vacation and severance benefits and vacation entitlement pay plans (but not for accrual of defined benefit pension benefits); provided however, that such service shall not be recognized only 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. Each Parent Plan shall waive pre-existing condition limitations to the same extent waived was credited under the applicable Company Plan. 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 similar plans of the Parent PlanCompany and its Subsidiaries). (c) As of the Effective Time, Parent shall assume and honor and shall cause the appropriate Subsidiaries of Parent to assume and Company or the Surviving Corporation, as applicable, to honor in accordance with their respective terms all agreements listed (as in Section 7.8 effect on the date of this Agreement), the Company Benefit Agreements disclosed on the Company Disclosure Schedule (the "Benefit Agreements"). Parent acknowledges and agrees that the Merger will constitute a merger, sale or a change in control of the Company for all purposes under such 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 AgreementSchedule. (d) Subject to compliance by Parent with its obligations under Sections 5.06(a), (b) and (c), nothing contained in this Section 5.06 or elsewhere in this Agreement shall be construed to prevent the termination of employment of any individual employee of the Company agree that, or its Subsidiaries or any change in the employee benefits available to any such individual employee or the amendment or termination of any particular Company Benefit Plan to the extent permitted by its terms as in effect immediately 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"), each 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 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.

Employee Benefit Plans; Existing Agreements. (a) As of the Effective Time, to the extent permissible under the terms of the PNFP employee benefit Plans, the employees of the Company CAVB and its Subsidiaries (the "Company CAVB Employees") shall be eligible to participate in PNFP's employee benefit plans of Parent or its Subsidiaries in which similarly situated employees of Parent PNFP or its Subsidiaries participate, to the same extent that as similarly situated employees of Parent PNFP or its Subsidiaries participate (it being understood that inclusion of Company CAVB Employees in ParentPNFP's employee benefit plans may occur at different times with respect to different plans)) except as provided below. (b) With respect to each Parent PNFP 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 CAVB shall be treated as service with PNFP; 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. Each Parent Plan PNFP employee benefit plan shall waive pre-existing condition limitations to the same extent waived under the applicable Company PlanCAVB employee benefit plan. Company CAVB 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 PlanPNFP employee benefit plans. (c) As of From and after the Effective Time, Parent shall PNFP or the Surviving Corporation, as applicable, will assume and honor and shall cause the appropriate Subsidiaries of Parent PNFP 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 CAVB or its Subsidiaries and any employee thereof, and all accrued and vested benefit obligations, including any related to CAVB's Director Supplemental Retirement Plan or Executive Supplemental Retirement Plan, existing prior to the execution of the Company Disclosure Schedule (the "Benefit Agreements")this Agreement which are between CAVB or any of its Subsidiaries and any current or former director, officer, employee or consultant thereof. Parent PNFP acknowledges and agrees that the Merger will shall constitute a merger, sale "Change of Control" or a change "Change in control Control" as defined in such agreements and further agrees that any subsequent voluntary termination by those employees subject to severance agreements and set forth on Section 6.7(e) of the Company for all purposes CAVB Disclosure Schedule of his or her employment within twelve (12) months of the Effective Time shall automatically obligate PNFP or the Surviving Corporation to make payment of obligations under any such 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 From and the Company agree that, prior to after the Effective Time, PNFP or the company may adopt a severance plan (the "Severance Surviving Corporation, as applicable, will, and will cause any applicable Subsidiary thereof or Employee Benefit Plan") and a change in control retention plan (the "Retention Plan"), each substantially to provide or pay when due to CAVB'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 CAVB's Employee 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 Employee Benefit Plans as in effect at the Effective Time are terminated or canceled by PNFP or the Surviving Corporation) subject to compliance with the terms of this Agreement, including, without limitation, any Plan or otherwiseamounts accrued for the benefit of the employees of the CAVB as of the Effective Time, Parent payable pursuant to CAVB's and its Subsidiaries cash bonus plan based on return on equity, which amount PNFP agrees to maintain in full force and effect, without amendment or modification, pay within ten (i10) for a period of no less than one year days following the Closing Date, of the Severance Plan and (ii) the Retention Plan until such time as all Parent or Company obligations are fulfilled thereunderMerger.

Employee Benefit Plans; Existing Agreements. (a) As During the period commencing at the Effective Time and ending on the first anniversary thereof, BancPlus or its Subsidiaries shall provide each employee of FTC and its Subsidiaries who continues to be employed by BancPlus or its Subsidiaries immediately following the Effective Time (a “Continuing Employee”) with base salary, incentive compensation {JX489484.11} PD.35183901.7 opportunities and employee benefits that are no less favorable in the aggregate than the base salary, incentive compensation opportunities and employee benefits provided by FTC or any of it Subsidiaries to such Continuing Employee immediately prior to the Effective Time, the employees . BancPlus shall recognize all service of the Company Continuing Employees with FTC and its Subsidiaries (the "Company Employees"i) shall be eligible to participate in for purposes of eligibility and vesting under each employee benefit plans of Parent plan, program or its Subsidiaries in which similarly situated arrangement established or maintained for employees of Parent or its Subsidiaries participate, to the same extent that similarly situated employees of Parent or its Subsidiaries participate (it being understood that inclusion of Company Employees in Parent's employee benefit plans may occur at different times with respect to different plans). (b) With respect to each Parent Plan for which length of service is taken into account for any purpose, service with the Company BancPlus or any of its Subsidiaries and (or predecessor employers to the extent the Company provides past service creditii) shall be treated as service with Parent for purposes of determining eligibility to participatebenefits accrual under any such plans, vestingprogram or arrangements that provide for seniority-based severance, and entitlement to benefitspaid-time off or vacation pay; provided, 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 also be recognized for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations. Each Parent Plan BancPlus benefit plan, program or arrangement shall waive pre-existing condition limitations to the same extent waived under the applicable Company a corresponding FTC Benefit Plan. Company To the extent practicable, Continuing Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period FTC Benefit Plan 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 Plancorresponding BancPlus plan. (b) BancPlus hereby acknowledges that a “change in control” (or similar phrase) within the meaning of the FTC Benefit Plans shall occur at the Effective Time. (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 the Merger will constitute a merger, sale or a change in control of the Company for all purposes under such 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 thatFTC shall, prior to the Effective Time, terminate the company may adopt a severance plan FTC 401(k) Plan (the "Severance “FTC Retirement Plan"”) and a change in control retention plan (the "Retention Plan"), each 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 to maintain in full force and effect, without amendment or modification, shall (i) adopt written resolutions, approved in advance in writing by BancPlus and its legal counsel, (certified copies of which will be provided to BancPlus at or before Closing) to terminate the FTC Retirement Plan and fully vest all participants in their benefits thereunder, such termination and vesting to be effective on or before the date immediately preceding the Effective Time; (ii) deliver to BancPlus, prior to the Closing, copies of the notices of the FTC Retirement Plan termination provided to the participants and to any trustees and custodians of the FTC Retirement Plan and/or their assets; (iii) amend the FTC Retirement Plan for compliance with all current provisions of the Code, ERISA and other laws applicable thereto and to reflect the termination and provide a period copy of no less than one year following such amendment to BancPlus at or prior to closing; and (iv) prior to the termination of the FTC Retirement Plan, only make contributions that are reasonable and consistent with past practice. The parties acknowledge and agree that termination of the FTC Retirement Plan must be initiated, but may not be completed, prior to the Effective Time. The Continuing Employees shall be eligible to participate, effective as of the Closing Date, in the Severance BancPlus KSOP. BancPlus and FTC shall take any and all actions as may be required, including amendments to the FTC Retirement Plan and/or BancPlus KSOP, to permit each Continuing Employee who is a participant in the FTC Retirement Plan to be eligible to commence participation in the BancPlus KSOP as of the Closing Date, make rollover contributions to the BancPlus KSOP of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code) of amounts distributable to such Continuing Employee from the FTC Retirement Plan and accept rollovers of any plan loans. (d) Prior to the Effective Time, FTC shall, and shall cause each of its Subsidiaries to, adopt written resolutions, approved in advance in writing by BancPlus and its legal counsel, (a certified copy of which shall be delivered to BancPlus at the Closing) to terminate and liquidate in accordance with Treas. Reg. 1.409A-3(j)(4)(ix)(B) (i) the provisions of any employment {JX489484.11} PD.35183901.7 agreement entered into by FTC or its Subsidiaries constituting a “nonqualified deferred compensation plan” within the meaning of Section 409A(d)(1) of the Code, (ii) each FTC Deferred Compensation Plan, and (iii) each other agreement entered into between FTC or a FTC Subsidiary and any employee, director, officer, consultant, independent contractor or other individual which constitutes a nonqualified deferred compensation plan within the Retention meaning of Section 409A(d)(1) of the Code set forth in Section 6.5(d) of the FTC Disclosure Schedule, all such terminations and liquidations to be effective immediately after the Effective Time and intended to be made in full compliance with Section 409A of the Code. The parties acknowledge and agree that such terminations and liquidations must be initiated, but may not be completed, prior to the Effective Time. Each employee or deferred compensation plan participant who is a party to or participant in any such plan or arrangement shall execute and deliver to BancPlus at the Closing an acknowledgement and release of claims in the form provided in Section 6.5(d) of the BancPlus Disclosure Schedule. (e) Nothing in this Agreement shall confer upon any employee, officer, director or consultant of FTC or any of its Subsidiaries or affiliates any right to continue in the employ or service of BancPlus, the Surviving Corporation, FTC, or any Subsidiary or affiliate thereof, or shall interfere with or restrict in any way the rights of the Surviving Corporation, FTC, BancPlus or any Subsidiary or affiliate thereof to discharge or terminate the services of any employee, officer, director or consultant of FTC or any of its Subsidiaries or affiliates at any time for any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to (i) establish, amend, or modify any FTC Benefit Plan, BancPlus Benefit Plan until such time as all Parent or Company obligations are fulfilled thereunderany other benefit or employment plan, program, agreement or arrangement, or (ii) alter or limit the ability of BancPlus, the Surviving Corporation or any of its Subsidiaries or affiliates to amend, modify or terminate any particular FTC Benefit Plan, BancPlus Benefit Plan or any other benefit or employment plan, program, agreement or arrangement after the Effective Time. Without limiting the generality of and subject to Section 9.13, nothing in this Agreement, express or implied, is intended to or shall confer upon any person, including any current or former employee, officer, director or consultant of FTC or any of its Subsidiaries or affiliates, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Employee Benefit Plans; Existing Agreements. (a) 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 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 BancorpSouth Bank (it being understood that inclusion of Company Employees in ParentBancorpSouth's employee benefit plans may occur at different times with respect to different plans). (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. Each Parent BancorpSouth Plan shall waive pre-existing condition limitations to the same extent waived under the applicable Company Plan. 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 of the Company Disclosure Schedule (the "Benefit Agreements"). Parent acknowledges and agrees that the Merger will constitute a merger, sale or a change in control of the Company for all purposes under such 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"), each 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 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.arrangements existing

Employee Benefit Plans; Existing Agreements. (a) As of the Effective Time, the employees of the Company and its Subsidiaries (the "Company Employees") MBFC shall be eligible to participate in employee benefit plans and severance plans 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 (it being understood that inclusion of Company Employees MBFC's employees in ParentTSFG's employee benefit plans may occur at different times with respect to different plans). (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 MBFC (or predecessor employers to the extent the Company MBFC 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. Each Parent TSFG Plan shall waive pre-existing condition limitations to the same extent waived under the applicable Company MBFC Plan. Company Employees MBFC'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 MBFC Disclosure Schedule (the "Benefit Agreements"). Parent TSFG acknowledges and agrees that the Merger will constitute a merger, sale or a change in control of the Company MBFC for all purposes under such 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"), each 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 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.

Employee Benefit Plans; Existing Agreements. (a) As Buyer agrees that those individuals who are employed by the Company or any of its Subsidiaries immediately prior to the Effective Time shall continue to be employees of the Surviving Corporation as of the Effective Time, the employees of the Company and its Subsidiaries Time (the "Company Employees"); PROVIDED, HOWEVER, that this Section 7.8 shall not be construed to limit the ability of the applicable employer to terminate the employment of any Company Employee at any time. (b) As soon as practicable following the Effective Time, the Company Employees shall be eligible entitled to participate in Buyer's employee benefit plans of Parent or its Subsidiaries in which similarly situated employees of Parent Buyer or its Subsidiaries participate, to the same extent that similarly situated as comparable employees of Parent Buyer or its Subsidiaries participate (it being understood that inclusion of Company Employees in ParentBuyer's employee benefit plans may occur at different times with respect to different plans). (bc) With respect to each Parent Plan Buyer shall, or shall cause the Surviving Bank to, give Company Employees full credit for which length of service is taken into account for any purpose, the Company Employees' service with the Company or any Subsidiary 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. Each Parent Plan shall waive pre-existing condition limitations to the same extent waived under recognized by the applicable Company Plan. Company Employees shall be given credit for amounts paid under a corresponding benefit plan during or such Subsidiary immediately prior to the same period Effective Time, for purposes of applying deductibleseligibility, copayments vesting and benefit accrual (except to the extent giving such credit would result in the duplication of benefits and except for benefit accruals under any defined benefit pension plan) under any employee benefit plan or arrangement maintained by the Buyer or the Surviving Bank in which the Company Employees participate. (d) Buyer shall, or shall cause the Surviving Bank to, (i) waive all limitations as to preexisting conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to the Company Employees under any welfare benefit plans in which such Company Employees may be eligible to participate after the Effective Time, other than limitations or waiting periods that are already in effect withrespect to such Company Employees and that have not been satisfied as of the Effective Time under any welfare plan maintained for the Company Employees immediately prior to the Effective Time, and (ii) provide each Company Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket maximums as though requirements under any welfare plans that such amounts had been paid Company Employees are eligible to participate in accordance with after the terms and conditions of the Parent PlanEffective Time. (ce) As of Following the Effective Time, Parent Buyer shall assume and honor and shall cause the appropriate Subsidiaries of Parent to assume and Surviving Bank 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 and agrees that the Merger will constitute a merger, sale or a change in control of the Company for all purposes under such agreements. The provisions of this Section 7.8(c) are intended to be for the benefit of, and shall be enforceable by, each any director, officer or employee that is a party to any Benefit Agreement. (d) Parent thereof and the Company agree that, prior to the Effective Time, the company may adopt a severance plan (the "Severance Plan") and a change which have been disclosed in control retention plan (the "Retention Plan"), each 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 Schedule and have previously been made available 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 thereunderBuyer.

Employee Benefit Plans; Existing Agreements. (a) As of or 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 the employee benefit plans of Parent or and 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 Parent 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 plansplans and that participation of Company employees in an analogous Company Plan shall be continued until such time). 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 Date. (b) With respect to each Parent Plan for which length of service is taken into account for any purposePlan, 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 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. Each Parent Plan shall waive pre-existing condition limitations to the same extent waived under the applicable Company Plan. 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 employment, severance and other compensation agreements, plans 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 merger"Change of Control" for all purposes pursuant to such agreements and arrangements and (ii) in light of Parent's plans relating to management assignments and responsibilities with respect to the business of Parent from and after the Effective Time, sale each director, officer or employee who is a change party to, or is otherwise subject to, any such agreement or arrangement will, upon consummation of the Merger, be entitled to terminate employment thereunder and receive the severance or other similar benefits that are provided thereunder in control the event of a termination of employment for "Good Reason", constructive discharge, (including, but not limited to, demotion or reduction in compensation) or other similar events. Any director, officer or employee of the Company for all purposes who is a party to an agreement set forth in Section 7.7(c) of the Company Disclosure Schedule who intends to terminate employment as of the Effective Time, or who otherwise becomes entitled to benefits thereunder, shall be entitled to receive the cash benefits payable under such agreementsagreement on the Closing Date by wire transfer of immediately available funds to an account designated by such employee in writing and delivered to Parent not less than five (5) business days prior to the Closing Date; provided, however, that (i) the amounts payable by such wire transfer shall not exceed, individually or in the aggregate, the amounts reflected in Section 7.7(c) of the Company Disclosure Schedule and (ii) the employee executes and delivers to the Company an instrument in form and substance satisfactory to the Parent releasing the Parent and its affiliates from any further liability for monetary payments under such agreement. 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 Prior to the Effective Time, the company may adopt a severance plan Parent shall cause the Parent Bank to amend its Severance Pay Plan in the form included in Section 5.11(a) of the Parent Disclosure Schedule to designate the Company and the Company Bank as "Acquired Companies." (e) With respect to the Financial Federal Savings and Loan Association Employee Stock Ownership Plan (the "Severance Plan") and a change in control retention plan (the "Retention PlanESOP"), each 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 to maintain in full force and effect, without amendment or modification, shall: (i) take any actions necessary to cause the ESOP to be terminated and for a period the balances in all Accounts (as defined in the ESOP) to become fully vested and nonforfeitable as of no less than one year following the Closing Date, the Severance Plan and ; (ii) use its best efforts to cause the Retention Plan Trustee of the (f) As soon as practicable after the date hereof, the Company shall file a request for a determination letter from the Service regarding the continued qualified status of the ESOP upon its termination. Prior to the Effective Time, the Company and, following the Effective Time, Parent shall use their respective best efforts to obtain such favorable determination letter (including, but not limited to, making such changes to the ESOP and the proposed allocations described herein as may be requested by the Service as a condition to its issuance of a favorable determination letter). Neither the Company nor Parent shall implement any of the actions described in Section 7.7(e) (iv) and (v) above until receipt of such time as all Parent or Company obligations are fulfilled thereunderfavorable determination letter.

Employee Benefit Plans; Existing Agreements. (a) As of the Effective Time, the employees of the The Company and its Subsidiaries (the "Company Employees") Employees shall be eligible to participate in employee benefit plans of Parent Buyer or its Subsidiaries Buyer Sub in which similarly situated employees of Parent Buyer or its Subsidiaries Buyer Sub participate, to the same extent that similarly situated employees of Parent Buyer or its Subsidiaries Buyer Sub participate (it being understood that inclusion of Company Employees in ParentBuyer's employee benefit plans may occur at different times with respect to different plans). (b) With respect to each Parent Plan employee benefit plan, program, policy or arrangement maintained by Buyer or Buyer Sub for the benefit of current or former employees of Buyer or Buyer Sub (each such plan, program, policy or arrangement, a "Buyer 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 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. Each Parent Buyer Plan shall waive pre-existing condition limitations to the same extent waived under the applicable Company Plan. 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 Sub to assume and to honor in accordance with their terms all agreements listed in Section 7.8 7.5 of the Company Disclosure Schedule (the "Benefit Agreements"). Parent Buyer acknowledges and agrees that the Merger will constitute a merger, sale or a change in control of the Company for all purposes under such agreements. The provisions of this Section 7.8(c7.5(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 Buyer agrees to have in effect on the Closing Date a defined contribution plan that meets the requirements of Section 401(a) of the Code and which includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code (such plan, the "Buyer Savings Plan"). Each Company Employee who is eligible to defer compensation under the Company agree that, prior to the Effective Time, the company may adopt a severance plan 401(k) Savings Plan (the "Severance Company Savings Plan") on the Closing Date shall be eligible to participate in and a change defer compensation under Buyer Savings Plan as soon as practicable following the Closing Date but in control retention plan (the "Retention Plan"), each 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 to maintain in full force and effect, without amendment or modification, (i) for a period of no less event greater than one year 30 days following the Closing Date. To the extent permitted by law, Buyer shall permit the Severance Company Employees who are participants in Buyer Savings Plan and (ii) to rollover their accounts balances in the Retention Company Savings Plan until such time into Buyer Savings Plan as all Parent or Company obligations are fulfilled thereundersoon as practicable following the Closing Date.

Employee Benefit Plans; Existing Agreements. (a) As Buyer agrees that those individuals who are employed by the Company or any of its Subsidiaries immediately prior to the Effective Time shall continue to be employees of the Surviving Corporation as of the Effective Time, the employees of the Company and its Subsidiaries Time (the "Company Employees"); provided, however, that this Section 7.8 shall not be construed to limit the ability of the applicable employer to terminate the employment of any Company Employee at any time. (b) As soon as practicable following the Effective Time, the Company Employees shall be eligible entitled to participate in Buyer's employee benefit plans of Parent or its Subsidiaries in which similarly situated employees of Parent Buyer or its Subsidiaries participate, to the same extent that similarly situated as comparable employees of Parent Buyer or its Subsidiaries participate (it being understood that inclusion of Company Employees in ParentBuyer's employee benefit plans may occur at different times with respect to different plans). (bc) With respect to each Parent Plan Buyer shall, or shall cause the Surviving Bank to, give Company Employees full credit for which length of service is taken into account for any purpose, the Company Employees' service with the Company or any Subsidiary 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. Each Parent Plan shall waive pre-existing condition limitations to the same extent waived under recognized by the applicable Company Plan. Company Employees shall be given credit for amounts paid under a corresponding benefit plan during or such Subsidiary immediately prior to the same period Effective Time, for purposes of applying deductibleseligibility, copayments vesting and benefit accrual (except to the extent giving such credit would result in the duplication of benefits and except for benefit accruals under any defined benefit pension plan) under any employee benefit plan or arrangement maintained by the Buyer or the Surviving Bank in which the Company Employees participate. (d) Buyer shall, or shall cause the Surviving Bank to, (i) waive all limitations as to preexisting conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to the Company Employees under any welfare benefit plans in which such Company Employees may be eligible to participate after the Effective Time, other than limitations or waiting periods that are already in effect with respect to such Company Employees and that have not been satisfied as of the Effective Time under any welfare plan maintained for the Company Employees immediately prior to the Effective Time, and (ii) provide each Company Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket maximums as though requirements under any welfare plans that such amounts had been paid Company Employees are eligible to participate in accordance with after the terms and conditions of the Parent PlanEffective Time. (ce) As of Following the Effective Time, Parent Buyer shall assume and honor and shall cause the appropriate Subsidiaries of Parent to assume and Surviving Bank 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 and agrees that the Merger will constitute a merger, sale or a change in control of the Company for all purposes under such agreements. The provisions of this Section 7.8(c) are intended to be for the benefit of, and shall be enforceable by, each any director, officer or employee that is a party to any Benefit Agreement. (d) Parent thereof and the Company agree that, prior to the Effective Time, the company may adopt a severance plan (the "Severance Plan") and a change which have been disclosed in control retention plan (the "Retention Plan"), each 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 Schedule and have previously been made available 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 thereunderBuyer.

Employee Benefit Plans; Existing Agreements. (a) As of 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 of Parent or its Subsidiaries in which similarly situated employees of Parent Buyer or its Subsidiaries Buyer Bank participate, to the same extent that as similarly situated employees of Parent Buyer or its Subsidiaries participate Buyer Bank (it being understood that inclusion of Company Employees in ParentBuyer's employee benefit plans may occur at different times with respect to different plans). (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 (or predecessor employers to the extent the Company provides past service credit) 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. Each Parent 105 Buyer Plan shall waive pre-existing condition limitations to the same extent waived under the applicable Company Plan. 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 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 the Merger will constitute a merger, sale or a change in control of the Company for all purposes under such 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"), each 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 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.

Employee Benefit Plans; Existing Agreements. (a) As of Prior to the Effective Time, the Parent shall take all reasonable action so that employees of the Company and its Subsidiaries who become employees of Parent or its Subsidiaries (the "Company “Continuing Employees"”) shall be eligible to participate participate, effective as soon as administratively practicable following the Effective Time, in employee benefit plans each of the Parent or its Subsidiaries Plans 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 participate, including, for the avoidance of doubt, Parent’s severance plan; provided, however, that, in the case of all benefits then provided to the Continuing 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, provided that the result is the provision of benefits to Continuing Employees that are substantially similar in the aggregate to the benefits provided to the employees of Parent and its Subsidiaries generally (it being understood that inclusion of Company Continuing Employees in Parent's ’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 Continuing 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. (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 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. Each If permitted by the Parent Plan and subject to the requirements of applicable law, each Parent Plan shall waive pre-existing condition limitations to the same extent waived such conditions are covered under the applicable Company Plan. Company , and Continuing 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. In the event of a termination or consolidation of any health plan of the Company or its Subsidiaries, terminated employees of the Company and its Subsidiaries and qualified beneficiaries shall have the right to continued coverage under group health plans of Parent and its Subsidiaries in accordance with COBRA. (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 the Plans, to the extent the Plans are in Section 7.8 effect as of the Company Disclosure Schedule (the "Benefit Agreements")Effective Time. Parent acknowledges and agrees that the Merger will constitute a merger, sale or a “change in control control” of the Company for all purposes under such 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, extent applicable under the company may adopt a severance plan (the "Severance Plan") and a change in control retention plan (the "Retention Plan"), each 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 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 thereunderPlans.

Employee Benefit Plans; Existing Agreements. (a) As of or 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 the employee benefit plans of Parent or and 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 Parent 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 plansplans and that participation of Company employees in an analogous Company Plan shall be continued until such time). 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 Date. (b) With respect to each Parent Plan for which length of service is taken into account for any purposePlan, 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 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. Each Parent Plan shall waive pre-existing condition limitations to the same extent waived under the applicable Company Plan. 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 employment, severance and other compensation agreements, plans 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 merger"Change of Control" for all purposes pursuant to such agreements and arrangements and (ii) in light of Parent's plans relating to management assignments and responsibilities with respect to the business of Parent from and after the Effective Time, sale each director, officer or employee who is a change party to, or is otherwise subject to, any such agreement or arrangement will, upon consummation of the Merger, be entitled to terminate employment thereunder and receive the severance or other similar benefits that are provided thereunder in control the event of a termination of employment for "Good Reason", constructive discharge, (including, but not limited to, demotion or reduction in compensation) or other similar events. Any director, officer or employee of the Company for all purposes who is a party to an agreement set forth in Section 7.7(c) of the Company Disclosure Schedule who intends to terminate employment as of the Effective Time, or who otherwise becomes entitled to benefits thereunder, shall be entitled to receive the cash benefits payable under such agreementsagreement on the Closing Date by wire transfer of immediately available funds to an account designated by such employee in writing and delivered to Parent not less than five (5) business days prior to the Closing Date; provided, however, that (i) the amounts payable by such wire transfer shall not exceed, individually or in the aggregate, the amounts reflected in Section 7.7(c) of the Company Disclosure Schedule and (ii) the employee executes and delivers to the Company an instrument in form and substance satisfactory to the Parent releasing the Parent and its affiliates from any further liability for monetary payments under such agreement. 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 Prior to the Effective Time, the company may adopt a severance plan Parent shall cause the Parent Bank to amend its Severance Pay Plan in the form included in Section 5.11(a) of the Parent Disclosure Schedule to designate the Company and the Company Bank as "Acquired Companies." (e) With respect to the Financial Federal Savings and Loan Association Employee Stock Ownership Plan (the "Severance Plan") and a change in control retention plan (the "Retention PlanESOP"), each 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 to maintain in full force and effect, without amendment or modification, shall: (i) take any actions necessary to cause the ESOP to be terminated and for a period the balances in all Accounts (as defined in the ESOP) to be come fully vested and nonforfeitable as of no less than one year following the Closing Date; (ii) use its best efforts to cause the Trustee of the ESOP to make such elections under Sections 1.4 and 1.5 of this Agreement with respect to unallocated Company Common Stock as are necessary to obtain cash at least equal to the remaining ESOP indebtedness; (iii) cause the Trustee to use such cash to repay in full all such outstanding ESOP indebtedness; (iv) cause the shares of Company Common Stock and/or any cash remaining in the suspense account maintained under the ESOP, after giving effect to the repayment of ESOP indebtedness referred to in subparagraph (iii) above, to be allocated (as of the Closing Date) to the accounts of all ESOP participants who have account balances as of the Closing Date, as investment experience in accordance with Section 8.3 of the Severance Plan ESOP; (v) cause the account balances of all ESOP participants to be distributed in a lump sum (or transferred in accordance with Section 401(a)(31) of the Code) as soon as practicable following the later of (A) the Closing Date or (B) the date of receipt of a favorable determination letter from the Internal Revenue Service (the "Service") regarding the qualified status of the ESOP upon its termination; and (vi) adopt an amendment to the ESOP, in form and substance reasonably satisfactory to Parent, which includes and provides for the actions described in subparagraphs (i), (ii), (iii), (iv) and (iiv) above. (f) As soon as practicable after the Retention Plan date hereof, the Company shall file a request for a determination letter from the Service regarding the continued qualified status of the ESOP upon its termination. Prior to the Effective Time, the Company and, following the Effective Time, Parent shall use their respective best efforts to obtain such favorable determination letter (including, but not limited to, making such changes to the ESOP and the proposed allocations described herein as may be requested by the Service as a condition to its issuance of a favorable determination letter). Neither the Company nor Parent shall implement any of the actions described in Section 7.7(e) (iv) and (v) above until receipt of such time as all Parent or Company obligations are fulfilled thereunderfavorable determination letter.

Employee Benefit Plans; Existing Agreements. (a) As of the Effective Time, the employees of the Company and its Subsidiaries (the "Company Employees") shall be eligible to participate in the employee benefit plans of Parent or and 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 Parent 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). (b) With respect to each Parent Plan for which length of service is taken into account for any purposePlan, 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 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. Each Parent Plan shall waive pre-existing condition limitations to the same extent waived under the applicable Company Plan. 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 employment, severance and other compensation agreements, plans 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 merger, sale or a change in control "Change of the Company Control" for all purposes under pursuant to such agreementsagreements and arrangements and (ii) in light of Parent's plans relating to management assignments and responsibilities with respect to the business of Parent from and after the Effective 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, have "Good Reason" to terminate employment thereunder. 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 agrees that, prior to during the three-month period following the Effective Time, no Company Employee shall be terminated for "cause" (as defined in the company may adopt a severance plan (Company Option Plans) unless such Company Employee has been given written notice of such termination at least ten business days prior to the "Severance Plan"date of termination. This Section 7.7(d) is intended to be for the benefit of, and a change in control retention plan (the "Retention Plan")shall be enforceable by, each substantially as provided in Section 6.1(i) of the such Company Disclosure Schedule. Notwithstanding any other provision of this Agreement, any Plan or otherwise, Parent agrees 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 thereunderEmployee.

Employee Benefit Plans; Existing Agreements. (a) As Effective as of the Effective Time, the employees of the Company and its Subsidiaries (the "Company Employees") shall be eligible to participate in Parent's or Buyer Bank's employee benefit plans of Parent or its Subsidiaries (including severance plans) in which similarly situated employees of Parent or its Subsidiaries Buyer Bank participate, to the same extent that similarly as similarly-situated employees of Parent or its Subsidiaries participate Buyer 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 Parent shall, or shall cause the Surviving Bank to, continue the comparable plans of the Company and its Subsidiaries for the exclusive benefit of Company Employees without adverse amendment thereto until such time as Company Employees become eligible to participate in plans of Parent or Buyer Bank. (b) With respect to each Parent Plan for which length of service is taken into account for any purpose, service with or Buyer Bank plan that covers 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 Employees, 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 benefitsaccrual); provided however, that such service with the Company and its Subsidiaries (or credited by the Company or its Subsidiaries) shall not be recognized to the extent that such recognition would result in a duplication of benefitstreated as service with Buyer Bank. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations. Each Parent Plan shall waive pre-existing condition limitations to the same extent waived under the applicable Company Plan. Company Employees shall be given credit for amounts paid under a corresponding comparable 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 Planor Buyer Bank plan. (c) As of the Effective Time, Parent shall assume and honor and shall cause the appropriate Subsidiaries of Parent Surviving Bank to assume and to honor honor, in accordance with their terms 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 the Merger will constitute a merger, sale or a change in control of the Company for all purposes under such agreements. The provisions of this Section 7.8(c) are intended to be for the benefit of, 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 Company Disclosure Schedule. (d) Parent The Company shall be permitted to, and shall permit its Subsidiaries to, pay bonuses in accordance with their respective past practices for services through December 31, 2000, 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. In addition, at the Effective Time each Company agree thatEmployee shall be entitled to receive a bonus in respect of 2001 equal to the bonus received by such Company Employee for the period ended as of December 31, 2000, multiplied by a fraction, the numerator of which shall be the number of days from December 31 through the date on which the Effective Time occurs and the denominator of which is 365. (e) The Company shall take all actions that are necessary and appropriate to cause the employer matching contributions that have been credited to the Company Employees' employer matching accounts under the Company's 401(k) Profit-Sharing Plan immediately prior to the Effective TimeTime to be fully vested, the company may adopt a severance plan (the "Severance Plan") and a change in control retention plan (the "Retention Plan"), each substantially effective as provided in Section 6.1(i) of the Effective Time. (f) The Company Disclosure Schedule. Notwithstanding any other provision of this Agreement, any Plan or otherwise, Parent agrees shall be permitted 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 pay reasonable retention bonuses to Company obligations are fulfilled thereunderEmployees after prior consultation with Parent.

Employee Benefit Plans; Existing Agreements. (a) As of the Effective Time, the employees of the Company and its Subsidiaries (the "Company Employees") IB shall be eligible to participate in employee benefit plans of Parent SAB or its Subsidiaries in which similarly situated employees of Parent SAB or its Subsidiaries participate, to the same extent that similarly situated employees of Parent SAB or its Subsidiaries participate (it being understood that inclusion of Company Employees IB’s employees in Parent's SAB’s employee benefit plans may occur at different times with respect to different plans). (b) With respect to each Parent SAB Plan for which length of service is taken into account for any purpose, service with the Company or any of its Subsidiaries IB (or predecessor employers to the extent the Company IB provides past service credit) shall be treated as service with Parent SAB 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. Each Parent SAB Plan shall waive pre-existing condition limitations to the same extent waived under the applicable Company IB Plan. Company Employees IB’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 SAB Plan. (c) As SAB shall cause the Surviving Bank to maintain, for a period of not less than 90 days after the Effective Time, Parent shall assume and honor and shall cause ICB’s current employee severance policy, adopted by the appropriate Subsidiaries ICB Board 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 the Merger will constitute a mergerDirectors on April 19, sale or a change in control of the Company 2006, for all purposes under such agreements. The provisions individuals who are employees 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 ICB at the Effective Time, the company may adopt a severance plan (the "Severance Plan") and a change in control retention plan (the "Retention Plan"), each 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 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.