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

Employee Benefit Plans; Existing Agreements. (a) As soon as practicable following the Effective Time, the employees of the Company and its Subsidiaries (the "Company Employees") shall be entitled to participate in Buyer's employee benefit plans in which similarly situated employees of Buyer or its Subsidiaries participate, to the same extent as comparable employees of Buyer or its Subsidiaries (it being understood that inclusion of Company Employees in Buyer's employee benefit plans may occur at different times with respect to different plans). (b) With respect to each Buyer Plan, for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of 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. 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 Buyer Plan. (c) Following the Effective Time, Buyer shall honor and shall cause the Surviving Bank to honor in accordance with their terms all employment, severance and other compensation agreements and arrangements existing prior to the execution of this Agreement which are between the Company and any director, officer or employee thereof and which have been disclosed in the Company Disclosure Schedule and previously have been made available to Buyer.

Employee Benefit Plans; Existing Agreements. (a) As soon as practicable following of the Effective Time, the employees of the Company and its Subsidiaries (the "Company Employees") shall be entitled eligible to participate in Buyer's employee benefit plans of Parent or its Subsidiaries in which similarly situated employees of Buyer Parent or its Subsidiaries participate, to the same extent as comparable that similarly situated employees of Buyer Parent or its Subsidiaries participate (it being understood that inclusion of Company Employees in BuyerParent's employee benefit plans may occur at different times with respect to different plans). (b) With respect to each Buyer PlanParent 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), 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 Buyer Parent Plan. (c) Following As of the Effective Time, Buyer Parent shall assume and honor and shall cause the Surviving Bank appropriate Subsidiaries of Parent to assume and to honor in accordance with their terms all employmentagreements listed in Section 7.8 of the Company Disclosure Schedule (the "Benefit Agreements"). Parent acknowledges and agrees that the Merger will constitute a merger, severance and other compensation agreements and arrangements existing prior to sale or a change in control of the execution Company for all purposes under such agreements. The provisions of this Agreement which Section 7.8(c) are between intended to be for the Company benefit of, and any shall be enforceable by, each director, officer or employee thereof that is a party to any Benefit Agreement. (d) Parent and which have been disclosed 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 Schedule. Notwithstanding any other provision of this Agreement, any Plan or otherwise, Parent agrees to maintain in full force and previously have been made available to Buyereffect, 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 soon as practicable During the six-month period following the Effective TimeTime (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 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 (and any of their predecessors) for the "Company Employees") shall be entitled to participate in Buyer's employee benefit plans in which similarly situated employees of Buyer or its Subsidiaries participate, to the same extent as comparable employees of Buyer or its Subsidiaries (it being understood that inclusion of Company Employees in Buyer's employee benefit plans may occur at different times with respect to different plans). (b) With respect to each Buyer Plan, 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 pension benefits), service with the Company (or predecessor employers only to the extent such service was credited under similar plans of 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. 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 Buyer Planits Subsidiaries). (c) Following the Effective Time, Buyer shall honor and Parent shall cause the Company or the Surviving Bank Corporation, as applicable, to honor in accordance with their respective terms all employment(as in effect on the date of this Agreement), severance the Company Benefit Agreements disclosed on the Company Disclosure Schedule. (d) Subject to compliance by Parent with its obligations under Sections 5.06(a), (b) and other compensation agreements and arrangements existing (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 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 execution of this Agreement which are between the Company and any director, officer or employee thereof and which have been disclosed in the Company Disclosure Schedule and previously have been made available to BuyerEffective Time.

Employee Benefit Plans; Existing Agreements. (a) As soon as practicable following 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 entitled eligible to participate participate, effective as soon as administratively practicable following the Effective Time, in Buyer's employee benefit plans each of the Parent Plans in which similarly situated employees of Buyer Parent or its Subsidiaries participate, to the same extent as comparable that similarly situated employees of Buyer Parent or its Subsidiaries 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 Buyer's 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 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 Buyer PlanParent 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, 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, if permitted by the Parent Plan. 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 extent such conditions are covered under the applicable Company Plan, 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 Buyer 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) Following As of the Effective Time, Buyer Parent shall assume and honor and shall cause the Surviving Bank appropriate Subsidiaries of Parent to assume and to honor in accordance with their terms all employmentthe Plans, severance and other compensation agreements and arrangements existing prior to the execution extent the Plans are in effect as of this Agreement which are between the Effective Time. Parent acknowledges and agrees that the Merger will constitute a “change in control” of the Company and any director, officer or employee thereof and which have been disclosed in for all purposes to the Company Disclosure Schedule and previously have been made available to Buyerextent applicable under the Plans.

Employee Benefit Plans; Existing Agreements. (a) 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 "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 employees of the Company and its Subsidiaries (the "Company Employees") Employees shall be entitled to participate in Buyer's employee benefit plans in which similarly situated employees of Buyer or its Subsidiaries participate, to the same extent as comparable employees of Buyer or its Subsidiaries (it being understood that inclusion of Company Employees in Buyer's employee benefit plans may occur at different times with respect to different plans). (bc) With respect Buyer shall, or shall cause the Surviving Bank to, give Company Employees full credit for the Company Employees' service with the Company or any Subsidiary of the Company to each Buyer Planthe same extent recognized by the Company or such Subsidiary immediately prior to the Effective Time, for purposes of determining eligibility to participateeligibility, vesting, vesting and entitlement to benefits, including for severance benefits and vacation entitlement benefit accrual (but not for accrual of pension benefits), service with the Company (or predecessor employers except to the extent the Company provides past service credit) shall be treated as service with Buyer; provided however, that giving such service shall not be recognized to the extent that such recognition credit would result in a the duplication of benefits. Such service also 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 apply 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 purposes of 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 waiting periods, evidence of insurability requirements, applicable deductible or the application of any preexisting condition limitations. 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 Company Employees are eligible to participate in accordance with after the terms and conditions of the Buyer PlanEffective Time. (ce) Following the Effective Time, Buyer shall honor and shall cause the Surviving Bank to honor in accordance with their terms all employment, severance and other compensation agreements and arrangements existing prior to the execution of this Agreement which are between the Company and any director, officer or employee thereof and which have been disclosed in the Company Disclosure Schedule and have previously have been made available to Buyer.

Employee Benefit Plans; Existing Agreements. (a) As soon as practicable following of the Effective Time, the employees of the Company and its Subsidiaries (the "Company Employees") shall be entitled eligible to participate in BuyerParent's employee benefit plans in which similarly situated employees of Buyer Parent or its Subsidiaries Parent Bank participate, to the same extent as comparable similarly situated employees of Buyer Parent or its Subsidiaries Parent Bank (it being understood that inclusion of Company Employees in BuyerParent'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. 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, with employee benefit plans or arrangements that are, in the aggregate, not less favorable than those provided to Company Employees immediately prior to the Effective Time. (b) With respect to each Buyer PlanParent Plan that is an "employee benefit plan," as defined in Section 3(3)of ERISA, for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of pension benefits), service with the Company (or predecessor employers to the extent the Company provides past service credit) shall be treated as service with BuyerParent; 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 Buyer Parent Plan. (c) Following As of the Effective Time, Buyer Parent shall assume and honor and shall cause the Surviving Bank appropriate Subsidiaries of Parent to assume and to honor in accordance with their terms all employment, severance and other compensation agreements 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. Parent acknowledges and agrees that the Merger constitutes a "Change in Control" for all purposes pursuant to those agreements and arrangements indicated on Section 4.11 of the Company Disclosure Schedule. The provisions of this Section 7.7(c) are intended to be for the benefit of, and shall be enforceable by, each such director, officer or employee. (d) Parent and the Company agree that, prior to the Effective Time, the Company shall adopt a severance plan substantially as provided in Section 7.7(d) of the Company Disclosure Schedule. Parent agrees to maintain and to cause each of its Subsidiaries to maintain such plan, without modification. (e) 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 previously have been 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 establish a committee (the "Committee") consisting of the persons set forth in Section 7.7(g) of the Company Disclosure Schedule. The Committee shall operate in accordance with the procedures set forth in Section 7.7(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, 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 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 shall be enforceable by, each of the Company Employees to whom the Committee has made available to Buyeran award.

Employee Benefit Plans; Existing Agreements. (a) As soon as practicable following of the Effective Time, the employees of the Company and its Subsidiaries (the "Company Employees") shall be entitled eligible to participate in BuyerBancorpSouth's employee benefit plans in which similarly situated employees of Buyer BancorpSouth or its Subsidiaries BancorpSouth Bank participate, to the same extent as comparable similarly situated employees of Buyer BancorpSouth or its Subsidiaries BancorpSouth Bank (it being understood that inclusion of Company Employees in BuyerBancorpSouth's employee benefit plans may occur at different times with respect to different plans). (b) With respect to each Buyer PlanBancorpSouth Plan that is an "employee benefit plan," as defined in Section 3(3)of ERISA, for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of 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 BuyerBancorpSouth; 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 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 Buyer BancorpSouth Plan. (c) Following As of the Effective Time, Buyer BancorpSouth shall assume and honor and shall cause the Surviving Bank appropriate Subsidiaries of BancorpSouth to assume and to honor in accordance with their terms all employment, severance and other compensation agreements and arrangements existing prior to the execution of this Agreement which are between the Company and any director, officer or employee thereof and which have been disclosed in the Company Disclosure Schedule and previously have been made available to Buyer.existing

Employee Benefit Plans; Existing Agreements. (a) As soon Effective as practicable following of the Effective Time, the employees of the Company and its Subsidiaries (the "Company Employees") shall be entitled eligible to participate in BuyerParent's or Buyer Bank's employee benefit plans (including severance plans) in which similarly situated employees of Buyer or its Subsidiaries Bank participate, to the same extent as comparable similarly-situated employees of Buyer or its Subsidiaries Bank (it being understood that inclusion of Company Employees in Buyer'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 or Buyer PlanBank plan that covers the Company 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), service with the Company and its Subsidiaries (or predecessor employers to the extent credited by the Company provides past service creditor 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 benefitsBuyer 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. 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 or Buyer PlanBank plan. (c) Following the Effective Time, Buyer Parent shall honor and shall cause the Surviving Bank to honor honor, in accordance with their terms terms, all employment, severance and other compensation agreements 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 Schedule. (d) The Company shall be permitted to, and previously 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 Employee 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 made available credited to Buyerthe Company Employees' employer matching accounts under the Company's 401(k) Profit-Sharing Plan immediately prior to the Effective Time to be fully vested, effective as of the Effective Time. (f) The Company shall be permitted to pay reasonable retention bonuses to Company Employees after prior consultation with Parent.

Employee Benefit Plans; Existing Agreements. (a) As soon as ------------------------------------------- practicable following the Effective Time, the employees of the Company and its Subsidiaries (the "Company Employees") shall be entitled eligible to participate in Buyer's employee benefit plans in which similarly situated employees of Buyer or its Subsidiaries Buyer Bank participate, to the same extent as comparable similarly situated employees of Buyer or its Subsidiaries Buyer Bank (it being understood that inclusion of Company Employees in Buyer's employee benefit plans may occur at different times with respect to different plans). (b) With respect to each Buyer PlanPlan that is an "employee benefit plan," as defined in Section 3(3)of ERISA, for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of 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 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 Buyer Plan. (c) Following the Effective Time, Buyer shall honor and shall cause the Surviving Bank to honor in accordance with their terms all employment, severance and other compensation agreements and arrangements existing prior to the execution of this Agreement which are between the Company and any director, officer or employee thereof and which have been disclosed in the Company Disclosure Schedule and previously have been made available to Buyer.

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 entitled eligible to participate in Buyer's the employee benefit plans of Parent and its Subsidiaries in which similarly situated employees of Buyer Parent or its Subsidiaries Parent Bank participate, to the same extent as comparable similarly situated employees of Buyer Parent or its Subsidiaries Parent Bank (it being understood that inclusion of Company Employees in Buyer'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 Buyer Parent Plan, for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of pension benefits), service with the Company (or predecessor employers to the extent the Company provides past service credit) shall be treated as service with BuyerParent; 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 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 Buyer Parent Plan. (c) Following As of the Effective Time, Buyer Parent shall assume and honor and shall cause the Surviving Bank appropriate Subsidiaries of Parent to assume and to honor in accordance with their terms all employment, severance and other compensation agreements 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 the Company Disclosure Schedule. Parent acknowledges and agrees that (i) the Merger constitutes a "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, 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 terminate employment thereunder and receive the severance or other similar benefits that are provided thereunder in 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 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 agreement 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 previously (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 7.7(c) are intended to be for the benefit of, and shall be enforceable by, each such director, officer or employee. (d) Prior to the Effective Time, the 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 "ESOP"), the Company shall: (i) take any actions necessary to cause the ESOP to be terminated and for the balances in all Accounts (as defined in the ESOP) to be come fully vested and nonforfeitable as of 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 been made available account balances as of the Closing Date, as investment experience in accordance with Section 8.3 of the ESOP; (v) cause the account balances of all ESOP participants to Buyerbe 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 (v) above. (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 favorable determination letter.

Employee Benefit Plans; Existing Agreements. (a) As soon as practicable following of the Effective Time, the employees of the Company and its Subsidiaries (the "Company Employees") IB shall be entitled eligible to participate in Buyer's employee benefit plans of SAB or its Subsidiaries in which similarly situated employees of Buyer SAB or its Subsidiaries participate, to the same extent as comparable that similarly situated employees of Buyer SAB or its Subsidiaries participate (it being understood that inclusion of Company Employees IB’s employees in Buyer's SAB’s employee benefit plans may occur at different times with respect to different plans). (b) With respect to each Buyer PlanSAB Plan for which length of service is taken into account for any purpose, service with IB (or predecessor employers to the extent IB provides past service credit) shall be treated as service with 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), 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. Company Employees Each SAB Plan shall waive pre-existing condition limitations to the same extent waived under the applicable IB Plan. 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 Buyer SAB Plan. (c) Following the Effective Time, Buyer shall honor and SAB shall cause the Surviving Bank to honor in accordance with their terms maintain, for a period of not less than 90 days after the Effective Time, ICB’s current employee severance policy, adopted by the ICB Board of Directors on April 19, 2006, for all employment, severance and other compensation agreements and arrangements existing prior to individuals who are employees of ICB at the execution of this Agreement which are between the Company and any director, officer or employee thereof and which have been disclosed in the Company Disclosure Schedule and previously have been made available to BuyerEffective Time.

Employee Benefit Plans; Existing Agreements. (a) As soon as practicable following of the Effective Time, the employees of the Company and its Subsidiaries (the "Company Employees") shall be entitled eligible to participate in Buyer's the employee benefit plans of Parent and its Subsidiaries in which similarly situated employees of Buyer Parent or its Subsidiaries Parent Bank participate, to the same extent as comparable similarly situated employees of Buyer Parent or its Subsidiaries Parent Bank (it being understood that inclusion of Company Employees in Buyer's such employee benefit plans may occur at different times with respect to different plans). (b) With respect to each Buyer Parent Plan, for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of pension benefits), service with the Company (or predecessor employers to the extent the Company provides past service credit) shall be treated as service with BuyerParent; 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 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 Buyer Parent Plan. (c) Following As of the Effective Time, Buyer Parent shall assume and honor and shall cause the Surviving Bank appropriate Subsidiaries of Parent to assume and to honor in accordance with their terms all employment, severance and other compensation agreements 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 the Company Disclosure Schedule Schedule. Parent acknowledges and previously agrees that (i) the Merger constitutes a "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, 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 7.7(c) are intended to be for the benefit of, and shall be enforceable by, each such director, officer or employee. (d) Parent agrees that, during the three-month period following the Effective Time, no Company Employee shall be terminated for "cause" (as defined in the Company Option Plans) unless such Company Employee has been made available given written notice of such termination at least ten business days prior to Buyerthe date of termination. This Section 7.7(d) is intended to be for the benefit of, and shall be enforceable by, each such Company Employee.

Employee Benefit Plans; Existing Agreements. (a) As soon as practicable following the Effective Time, the employees of the The Company and its Subsidiaries (the "Company Employees") Employees shall be entitled eligible to participate in Buyer's employee benefit plans of Buyer or Buyer Sub in which similarly situated employees of Buyer or its Subsidiaries Buyer Sub participate, to the same extent as comparable that similarly situated employees of Buyer or its Subsidiaries Buyer Sub participate (it being understood that inclusion of Company Employees in Buyer's employee benefit plans may occur at different times with respect to different plans). (b) With respect to each 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 predecessor employers to the extent the Company provides past service credit) shall be treated as service with 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 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 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 Buyer Plan. (c) Following As of the Effective Time, Buyer shall assume and honor and shall cause the Surviving Bank Buyer Sub to assume and to honor in accordance with their terms all employmentagreements listed in Section 7.5 of the Company Disclosure Schedule (the "Benefit Agreements"). Buyer acknowledges and agrees that the Merger will constitute a merger, severance and other compensation agreements and arrangements existing prior to sale or a change in control of the execution Company for all purposes under such agreements. The provisions of this Agreement which Section 7.5(c) are between intended to be for the Company benefit of, and any shall be enforceable by, each director, officer or employee thereof that is a party to any Benefit Agreement. (d) 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 have been disclosed 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 401(k) Savings Plan (the "Company Savings Plan") on the Closing Date shall be eligible to participate in and defer compensation under Buyer Savings Plan as soon as practicable following the Closing Date but in no event greater than 30 days following the Closing Date. To the extent permitted by law, Buyer shall permit the Company Employees who are participants in Buyer Savings Plan to rollover their accounts balances in the Company Disclosure Schedule and previously have been made available to BuyerSavings Plan into Buyer Savings Plan as soon as practicable following the Closing Date.

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 entitled eligible to participate in Buyer's the employee benefit plans of Parent and its Subsidiaries in which similarly situated employees of Buyer Parent or its Subsidiaries Parent Bank participate, to the same extent as comparable similarly situated employees of Buyer Parent or its Subsidiaries Parent Bank (it being understood that inclusion of Company Employees in Buyer'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 Buyer Parent Plan, for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of pension benefits), service with the Company (or predecessor employers to the extent the Company provides past service credit) shall be treated as service with BuyerParent; 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 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 Buyer Parent Plan. (c) Following As of the Effective Time, Buyer Parent shall assume and honor and shall cause the Surviving Bank appropriate Subsidiaries of Parent to assume and to honor in accordance with their terms all employment, severance and other compensation agreements 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 the Company Disclosure Schedule. Parent acknowledges and agrees that (i) the Merger constitutes a "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, 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 terminate employment thereunder and receive the severance or other similar benefits that are provided thereunder in 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 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 agreement 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 previously have been made available (ii) the employee executes and delivers to Buyerthe 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 7.7(c) are intended to be for the benefit of, and shall be enforceable by, each such director, officer or employee. (d) Prior to the Effective Time, the 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 "ESOP"), the Company shall: (i) take any actions necessary to cause the ESOP to be terminated and for the balances in all Accounts (as defined in the ESOP) to become fully vested and nonforfeitable as of the Closing Date; (ii) use its best efforts to cause the 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 favorable determination letter.