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

Employee Benefit Plans; Existing Agreements. (a) For a period of at least one year after the Effective Time, New Holdings will cause (i) the employees of Trenwick and its Subsidiaries who are employed immediately after the Effective Time ("Trenwick Employees") to be provided with employee benefits under Employee Benefit Plans maintained by New Holdings ("New Holdings Plans") which are no less favorable in the aggregate than benefits provided to Trenwick Employees immediately prior to the Effective Time; and (ii) the employees of LaSalle Holdings and its Subsidiaries who are employed immediately after the Effective Time ("LaSalle Holdings Employees") to be provided with employee benefits under the New Holdings Plans which are no less favorable in the aggregate than benefits provided to LaSalle Holdings Employees immediately prior to the Effective Time, except for the termination of the LaSalle Re Holdings Limited Employee Stock Purchase Plan. (b) With respect to each New Holdings 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 except to the extent that past service credit is provided in a similar manner to both Trenwick Employees and LaSalle Holdings Employees), service with Trenwick and its Subsidiaries by Trenwick Employees employed immediately after the Effective Time shall be treated as service with New Holdings and service with LaSalle Holdings and its Subsidiaries by LaSalle Holdings Employees employed immediately after the Effective Time shall be treated as service with New Holdings; 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. Trenwick Employees and LaSalle Holdings Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the New Holdings Plan. (c) Except with respect to those plans and arrangements listed in Section 5.16 of the Trenwick Disclosure Letter or the LaSalle Disclosure Letter (as applicable), following the Effective Time, New Holdings shall honor in accordance with their terms (i) all employment, severance and other compensation agreements and arrangements existing on or prior to the execution of this Agreement which are between Trenwick and any director, officer or employee thereof and which have been disclosed in Section 3.16 of the Trenwick Disclosure Letter and previously have been delivered to LaSalle Holdings and (ii) all employment, severance and other compensation agreements and arrangements existing on or prior to the execution of this Agreement which are between LaSalle Holdings and any director, officer or employee thereof and which have been disclosed in Section 4.16(a) of the LaSalle Disclosure Letter and previously have been delivered to Trenwick. (d) It is understood and agreed between the parties that all provisions contained in this Agreement with respect to employee benefit plans or employee compensation are included for the sole benefit of the respective parties hereto and do not and shall not create any right in any other person, including, but not limited to, any LaSalle Holdings Employee or any Trenwick Employee, any participant in any benefit or compensation plan or any beneficiary thereof.

Employee Benefit Plans; Existing Agreements. (a) For a During the period of commencing at least one year after the Effective TimeTime and ending on the first anniversary thereof (the “Protected Period”) and except as otherwise provided in this Section 6.8, New Holdings will cause (i) the employees Parent shall provide each employee of Trenwick Target and its Subsidiaries who are continues to be employed by Parent or its Subsidiaries immediately after following the Effective Time ("Trenwick Employees"a “Continuing Employee”) to be provided with employee benefits under Employee Benefit Plans maintained by New Holdings ("New Holdings Plans"i) which are a base salary or base wage rate, as applicable, that is no less favorable in than the aggregate than benefits base salary or base wage rate, as applicable, provided to Trenwick Employees immediately prior to the Effective Time; and (ii) the employees by Target or any of LaSalle Holdings and its Subsidiaries who are employed immediately after the Effective Time ("LaSalle Holdings Employees") to be provided with employee benefits under the New Holdings Plans which are no less favorable in the aggregate than benefits provided to LaSalle Holdings Employees such Continuing Employee immediately prior to the Effective Time, except for (ii) short- and long-term incentive compensation opportunities that, in each case, are (A) with respect to the termination fiscal year of the LaSalle Re Holdings Limited Target in which the Effective Time occurs (if the Effective Time occurs after the first quarter of such fiscal year), no less favorable than the short- and long-term incentive compensation opportunities provided by Target or any of its Subsidiaries to such Continuing Employee Stock Purchase Planimmediately prior to the Effective Time, and (B) with respect to (x) the fiscal year of Parent commencing immediately after the year in which the Effective Time occurs (if the Effective Time occurs after the first quarter of such fiscal year) and (y) the fiscal year of the Target in which the Effective Time occurs (if the Effective Time occurs in the first quarter of such fiscal year, in which case clause (A) above shall not apply), no less favorable than the short- and long-term incentive compensation opportunities provided by Parent or any of its Subsidiaries to similarly-situated employees of Parent or its Subsidiaries, and (iii) participation in the other compensation and employee benefit plans in which similarly-situated employees of Parent or its Subsidiaries participate, to the same extent as similarly-situated employees of Parent or its Subsidiaries. Without limiting the immediately preceding sentence, Parent shall provide to each Continuing Employee whose employment is terminated without cause during the Protected Period, severance benefits equal to the amounts set forth on Schedule 6.8(a) taking into account the service of such Continuing Employees prior to the Effective Time consistent with Section 6.8(b) and any service with Parent and its affiliates thereafter. For purposes of this Section 6.8, “cause” shall have the same meaning as provided in any written employment agreement between any Continuing Employee and Parent or any affiliate of Parent on the date such Continuing Employee is terminated, or if no such definition or employment agreement exists, “cause” shall mean conduct amounting to (1) fraud or dishonesty against Parent or any affiliate of Parent; (2) the Continuing Employee’s willful misconduct, repeated refusal to follow the reasonable directions of the Parent’s board of directors or knowing violation of law in the course of performance of the duties of the Continuing Employee’s service with Parent or any affiliate of Parent; (3) repeated absences from work without a reasonable excuse; (4) repeated intoxication with alcohol or drugs while on the premises of Parent or any affiliate of Parent during regular business hours; (5) a conviction or plea of guilty or nolo contendere to a felony or a crime involving dishonesty; or (6) a breach or violation of the terms of any agreement to which the Continuing Employee and Parent or any affiliate of Parent are party. (b) With respect to each New Holdings Parent Benefit Plan, for purposes Parent shall recognize all service of determining eligibility to participate, vesting and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of pension benefits except to the extent that past service credit is provided in a similar manner to both Trenwick Continuing Employees and LaSalle Holdings Employees), service with Trenwick Target and its Subsidiaries by Trenwick Employees employed immediately after the Effective Time shall be treated as service (including any predecessor entities or any entities which merged or consolidated with New Holdings and service with LaSalle Holdings and or into Target or any of its Subsidiaries by LaSalle Holdings Employees employed immediately after the Effective Time shall be treated as service with New HoldingsSubsidiaries) for all purposes; provided, however, that such service shall not be recognized (i) for purposes of benefit accrual under any tax qualified defined benefit pension plan, (ii) under any Parent Benefit Plan that is frozen to new participants or that applies to a grandfathered population or (iii) to the extent that such recognition would result in a duplication of benefits. Such With respect to the Continuing Employees and their eligible dependents, Parent shall (A) recognize all such service also shall apply under the Parent Benefit Plans for purposes of satisfying any waiting periods, evidence of insurability requirements requirements, or the application of any preexisting condition limitations. Trenwick Employees , (B) waive pre-existing condition limitations to the same extent waived under a corresponding Target Benefit Plan and LaSalle Holdings Employees shall be given (C) give 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 New Holdings PlanParent Benefit Plans; provided, however, that, with respect to any welfare benefits plans that are provided through a third-party insurer (i.e., are not self-insured), Parent shall use commercially reasonable efforts to effectuate the foregoing. (c) Except with respect to those plans From and arrangements listed in Section 5.16 of the Trenwick Disclosure Letter or the LaSalle Disclosure Letter (as applicable), following after the Effective Time, New Holdings Parent shall assume and honor in accordance with their terms (i) all employment, severance severance, change in control and other compensation agreements and arrangements existing on between Target or prior to any of its Subsidiaries and any of their employees, which are not terminated in connection with the execution consummation of the transactions contemplated by this Agreement Agreement, and all accrued and vested benefit obligations through the Effective Time which are between Trenwick Target or any of its Subsidiaries and any directorof their current or former directors, officer officers, employees or employee thereof and which have been disclosed in Section 3.16 of the Trenwick Disclosure Letter and previously have been delivered to LaSalle Holdings and (ii) all employment, severance and other compensation agreements and arrangements existing on or prior to the execution of this Agreement which are between LaSalle Holdings and any director, officer or employee thereof and which have been disclosed in Section 4.16(a) of the LaSalle Disclosure Letter and previously have been delivered to Trenwickconsultants. (d) It At the Effective Time, Target shall, and shall cause each of its Subsidiaries to, cease contributions to and terminate the 401(k) plan sponsored by Target (the “Target 401(k) Plan”), subject to the consummation of the transactions contemplated by this Agreement, and shall (i) adopt written resolutions (a copy of which shall be delivered to Parent at the Closing) to terminate the Target 401(k) Plan and fully vest all participants in their benefits thereunder, such termination and vesting to be effective as of the day immediately prior to the Effective Time; and (ii) deliver to Parent, prior to the Closing, notice of the Target 401(k) Plan termination. Parent reserves the right to suspend the distribution of benefits from the Target 401(k) Plan until the receipt of a favorable determination letter from the IRS with respect to the termination of the Target 401(k) Plan. The Continuing Employees shall be eligible to participate, effective as of the Closing Date, in a 401(k) plan sponsored or maintained by Parent or one of its Subsidiaries (the “Parent 401(k) Plan”). Parent and Target shall take any and all actions as may be required, including amendments to the Target 401(k) Plan and/or Parent 401(k) Plan, to permit each Continuing Employee who is understood a participant in the Target 401(k) Plan to be eligible to commence participation in the Parent 401(k) Plan as of the Closing Date, make in-kind rollover contributions to the Parent 401(k) Plan of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code) in an amount equal to the full account balance distributable to such Continuing Employee from the Target 401(k) Plan, and agreed between accept rollovers of any plan loans. (e) On and after the parties that all provisions contained date hereof, any broad-based employee notices or communication materials (including any website posting) with respect to employment, compensation or benefits matters addressed in this Agreement with respect or related, directly or indirectly, to employee benefit plans or employee compensation are included for the sole benefit transactions contemplated by this Agreement shall be subject to the prior prompt review and comment of the respective parties hereto other party unless the notice or communication material is similar in substance to a notice or communication material previously reviewed pursuant to this Section 6.8(e), and do not and the party seeking to distribute any such notice or communication shall not create consider in good faith revising such notice or communication to reflect any comments or advice that the other party timely provides. (f) Nothing in this Agreement shall confer upon any employee, officer, director or consultant of Target or any of its Subsidiaries or affiliates any right to continue in the employ or service of Parent, the Surviving Company, Target, or any Subsidiary or affiliate thereof, or shall interfere with or restrict in any way the rights of the Surviving Company, Target, Parent or any Subsidiary or affiliate thereof to discharge or terminate the services of any employee, officer, director or consultant of Target 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 Target Benefit Plan, Parent Benefit Plan or any other benefit or employment plan, program, agreement or arrangement, or (ii) alter or limit the ability of Parent, the Surviving Company or any of its Subsidiaries or affiliates to amend, modify or terminate any particular Target Benefit Plan, Parent 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, includingincluding any current or former employee, but not limited toofficer, director or consultant of Target or any of its Subsidiaries or affiliates, any LaSalle Holdings Employee or any Trenwick Employeeright, any participant in any benefit or compensation plan remedy of any nature whatsoever under or any beneficiary thereofby reason of this Agreement.

Employee Benefit Plans; Existing Agreements. (a) For a period The employees of at least one year after the Company (the "Company Employees") shall be entitled to participate in Buyer's employee benefit plans in which similarly situated employees of Buyer participate, to the same extent as comparable employees of Buyer. As of the Effective Time, New Holdings will cause (i) Buyer shall permit the Company Employees to participate in Buyer's group hospitalization, medical, life and disability insurance plans on the same terms and conditions as applicable to comparable employees of Trenwick Buyer and its Subsidiaries who are employed immediately after Subsidiaries; provided, however, that all Company employees and dependents will be eligible to participate in medical insurance plans of First Savings Bank upon the Effective Time ("Trenwick Employees") merger without regard to be provided any pre- existing conditions or exclusions and with employee benefits under Employee Benefit Plans maintained by New Holdings ("New Holdings Plans") which are no less favorable in uninsured waiting periods, and the aggregate than benefits provided to Trenwick Employees immediately prior carry over of all current plan year deductibles and annual out-of-pocket contribution, to the Effective Time; and (ii) extent permitted by the employees Buyer's medical insurance plans. As of LaSalle Holdings and its Subsidiaries who are employed the next entry date immediately after the Effective Time ("LaSalle Holdings Employees") to be provided with employee benefits under the New Holdings Plans which are no less favorable in the aggregate than benefits provided to LaSalle Holdings Employees immediately prior to following the Effective Time, except for Buyer shall permit the termination Company Employees to participate in Buyer's defined benefit pension plan, 401(k) savings plan, employee stock ownership plan ("ESOP") and similar plans on the same terms and conditions as employees of Buyer and its Subsidiaries, giving effect to years of service with the LaSalle Re Holdings Limited Employee Stock Purchase Plan. Company and its Subsidiaries (bto the extent the Company gave effect) With respect to each New Holdings Planas if such service were with Buyer, for purposes of determining eligibility and vesting, but not for benefit accrual purposes, provided, however, in no event shall said Company employees be credited with more than three (3) years of service for vesting purposes under the ESOP as of the Effective Time. Buyer shall as of the Effective Time enter into a Consulting Agreement as contained at Disclosure Schedule 6.7(b)(2) including the provisions detailed at 6.7(b)(2)(ii) of said Disclosure Schedule with respect to Xx. Xxxxxx Xxxxxxx. As of the merger date, Company Employees retain accrual or payout for short-term disability, unused sick leave benefits and vacation pay, provided such amounts have been fully accrued for by Company as of the Effective Time and are in accordance with such amounts provided in past practice by the Company. As of the Effective Time, all participants under the Company's defined contribution plan shall become 100% vested in all participant accounts. With respect to Buyer's welfare benefit plans, (including by example, vacation, sick leave, severance), Company employees shall have prior service with the Company recognized for purposes of eligibility to participate, vesting and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of pension benefits except to the extent that past service credit is provided in a similar manner to both Trenwick Employees and LaSalle Holdings Employees), service with Trenwick and its Subsidiaries by Trenwick Employees employed immediately after the Effective Time shall be treated as service with New Holdings and service with LaSalle Holdings and its Subsidiaries by LaSalle Holdings Employees employed immediately after the Effective Time shall be treated as service with New Holdings; 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. Trenwick Employees and LaSalle Holdings Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the New Holdings Planpurposes. (cb) Except with respect to those plans and arrangements listed in Section 5.16 of the Trenwick Disclosure Letter or the LaSalle Disclosure Letter (as applicable), following Following the Effective Time, New Holdings Buyer shall honor and shall cause the Surviving Bank to honor in accordance with their terms (i) all employment, severance and other compensation agreements and arrangements arrangements, including, but not limited to, severance benefit plans listed in Section 6.7(b)(1) of the Company Disclosure Schedule, existing on or prior to the execution of this Agreement and the agreements and arrangement, as set forth in Section 6.7(b)(2) of the Company Disclosure Schedule which are between Trenwick the Company and any director, officer or employee thereof and which have been disclosed in Section 3.16 of the Trenwick Company Disclosure Letter S chedule and previously have been delivered to LaSalle Holdings Buyer and agrees to make the payments and provide the benefits pursuant thereto described in Section 6.7(b) of the Company Disclosure Schedule. (iic) As of the Effective Time, Buyer will assume, or will cause First Savings Bank to assume, the tax qualified plans of the Company Bank as listed in Section 3.11(a) of the Company Disclosure Schedule. Neither Buyer nor First Savings Bank shall be required to make further contributions to such plans. As of the Effective Time, all employmentaccrued benefits under the plans shall be fully vested and nonforfeitable. As soon as practicable after the Effective Time, severance Buyer shall terminate or shall cause First Savings Bank to terminate the tax qualified plans of the Company Bank assumed by Buyer, or First Savings Bank, pursuant to this Section 6.7(c), and other compensation agreements and arrangements existing on or distribution of the accounts of active participants immediately prior to the execution Effective Time under the plans shall be made to the participants and beneficiaries in accordance with the terms of this Agreement which are between LaSalle Holdings and any director, officer or employee thereof and which have been disclosed in Section 4.16(a) of the LaSalle Disclosure Letter and previously have been delivered to Trenwicksuch plans. (d) It is understood Buyer and agreed between Surviving Bank shall implement the parties that all provisions contained in this Agreement with respect to employee benefit plans or employee compensation are included for the sole benefit programs detailed at items (i), (ii), (iii), (iv), (v) and (vii) of the respective parties hereto and do not and shall not create any right in any other person, including, but not limited to, any LaSalle Holdings Employee or any Trenwick Employee, any participant in any benefit or compensation plan or any beneficiary thereofDisclosure Schedule 6.7(b)(2).

Employee Benefit Plans; Existing Agreements. (a) For Within one year following the Effective Time (but, in the case of the Parent’s 401(k) Plan, beginning with the first full payroll period that commences following the Effective Time or as soon thereafter as is administratively practicable), to the extent permissible under the terms of the Parent Benefit Plans and the cash and equity incentive plans of Parent (the “Parent Incentive Plans”), the employees of Target and the Target Subsidiaries as of the Effective Time (the “Target Employees”) will be eligible to participate in the Parent Benefit Plans and the Parent Incentive Plans in which similarly situated employees of Acquiror or its Subsidiaries participate, to the same extent as similarly situated employees of Acquiror or its Subsidiaries (it being understood that inclusion of Target Employees in the Parent Benefit Plans and the Parent Incentive Plans may occur at different times with respect to different plans) except as provided below. (b) To the extent not prohibited by applicable legal requirements, the employees of Target employed by Acquiror or any of its Affiliates after the Effective Time (the “Continuing Employees”) shall, for a period of at least one year after the Effective Time, New Holdings will cause nine (i9) the employees of Trenwick and its Subsidiaries who are employed immediately after months following the Effective Time ("Trenwick Employees") to the “Protected Period”), be provided with employee benefits under Employee Benefit Plans maintained by New Holdings ("New Holdings Plans") which are no less favorable in the aggregate than benefits provided to Trenwick Employees immediately prior entitled to the Effective Time; and (ii) same or better annual salary or hourly wages to which the employees of LaSalle Holdings and its Subsidiaries who are employed immediately after Continuing Employees were entitled on the Effective Time ("LaSalle Holdings Employees") to be provided with employee benefits under the New Holdings Plans which are no less favorable in the aggregate than benefits provided to LaSalle Holdings Employees immediately prior to the Effective Time, except for the termination of the LaSalle Re Holdings Limited Employee Stock Purchase PlanClosing Date. (bc) With regard to Target Employees identified on Schedule 6.6(c), and to the extent that during the Protected Period a Continuing Employee other than a Target Employee identified on Schedule 6.6(c) is terminated without cause, Acquiror shall pay or cause to be paid, severance pay in an amount equal to the amounts set forth on Schedule 6.6(c). For purposes of this Section 6.6, “cause” shall have the same meaning as provided in any employment agreement between any Continuing Employee and Parent or any Affiliate of Parent on the date such Continuing Employee is terminated, or if no such definition or employment agreement exists, “cause” shall mean conduct amounting to (1) fraud or dishonesty against Parent or any Affiliate of Parent; (2) the Continuing Employee’s willful misconduct, repeated refusal to follow the reasonable directions of the Parent’s Board of Directors or knowing violation of law in the course of performance of the duties of the Continuing Employee’s service with Parent or any Affiliate of Parent; (3) repeated absences from work without a reasonable excuse; (4) repeated intoxication with alcohol or drugs while on the premises of Parent or any Affiliate of Parent during regular business hours; (5) a conviction or plea of guilty or NOLO CONTENDERE to a felony or a crime involving dishonesty; or (6) a breach or violation of the terms of any agreement to which the Continuing Employee and Parent or any Affiliate of Parent are party. (d) With respect to each New Holdings PlanParent Benefit 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 (entitlement, but not for accrual purposes of pension benefits except to the extent that past service credit is provided in a similar manner to both Trenwick Employees and LaSalle Holdings Employees)benefit accrual, service with Trenwick and its Target or any of the Target Subsidiaries by Trenwick Employees employed immediately after the Effective Time shall be treated as service with New Holdings and service with LaSalle Holdings and its Subsidiaries by LaSalle Holdings Employees employed immediately after the Effective Time shall be treated as service with New HoldingsAcquiror; 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 to the extent permissible under the terms of the Parent Benefit Plans and as permitted by the applicable insurer, apply for purposes of satisfying any waiting periods, evidence of insurability requirements requirements, or the application of any preexisting condition limitations. Trenwick Employees Each Parent Benefit Plan shall to the extent permissible under the terms of the Parent Benefit Plans and LaSalle Holdings as permitted by the applicable insurer, waive pre-existing condition limitations to the same extent waived under the applicable Target Benefit Plan. Target Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the New Holdings PlanParent Benefit Plans and to the extent permissible by the applicable insurer. (ce) Except with respect to those plans From and arrangements listed in Section 5.16 of the Trenwick Disclosure Letter or the LaSalle Disclosure Letter (as applicable), following after the Effective Time, New Holdings shall Acquiror or the Surviving Corporation, as applicable, will assume and honor in accordance with their terms (i) all employment, severance severance, change of control and other compensation agreements and arrangements existing between Target or any of the Target Subsidiaries and any of their employees (that are listed on Section 6.6(e) of the Target Disclosure Schedule), which are not terminated in connection with the consummation of the transactions contemplated by this Agreement, and all accrued and vested benefit obligations through the Effective Time which are between Target and the Target Subsidiaries and any of their current or former directors, officers, employees or consultants. (f) From and after the Effective Time, Acquiror or the Surviving Corporation, as applicable, will, and will cause any applicable Parent Benefit Plan, to provide or pay when due to Target Employees all benefits and compensation pursuant to Target Benefit Plans 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 Target Benefit Plans as in effect at the Effective Time are terminated or canceled by Acquiror or the Surviving Corporation) subject to compliance with the terms of this Agreement. (g) At the Effective Time, Target shall, and shall cause each Target Subsidiary to, cease contributions to and terminate any 401(k) Plan, and shall (a) adopt written resolutions (a copy of which shall be delivered to Parent and Acquiror at the Closing), to terminate the 401(k) Plan and 100% vest all participants under the 401(k) Plan, such termination and vesting to be effective immediately prior to the execution of this Agreement which are between Trenwick and any director, officer or employee thereof and which have been disclosed in Section 3.16 of the Trenwick Disclosure Letter and previously have been delivered to LaSalle Holdings Effective Time; and (ii) all employmentdeliver to Parent and Acquiror, severance and other compensation agreements and arrangements existing on or prior to the execution of this Agreement which are between LaSalle Holdings and any directorClosing, officer or employee thereof and which have been disclosed in Section 4.16(a) notice of the LaSalle Disclosure Letter 401(k) Plan termination to any trustees and previously have been delivered custodians of the 401(k) Plan and/or its assets. Parent and Acquiror reserve the right to Trenwick. (dsuspend the distribution of benefits from the 401(k) It is understood and agreed between Plan until the parties that all provisions contained in this Agreement later of the receipt of a favorable determination letter from the IRS with respect to employee benefit plans or employee compensation are included the termination of the 401(k) Plan and the completion of final testing and record keeping for the sole benefit of the respective parties hereto and do not and shall not create any right in any other person, including, but not limited to, any LaSalle Holdings Employee or any Trenwick Employee, any participant in any benefit or compensation plan or any beneficiary thereof401(k) Plan.

Employee Benefit Plans; Existing Agreements. (a) For Within one year following the Effective Time (but in the case of the Parent’s 401(k) Plan beginning with the first full payroll period that commences following the Effective Time or as soon thereafter as administratively practicable), to the extent permissible under the terms of the Parent Benefit Plans and the cash and equity incentive plans of Parent (the “Parent Incentive Plans”), the employees of Target as of the Effective Time (the “Target Employees”) will be eligible to participate in the Parent Benefit Plans and Parent Incentive Plans in which similarly situated employees of Acquiror or its Subsidiaries participate, to the same extent as similarly situated employees of Acquiror or its Subsidiaries (it being understood that inclusion of Target Employees in the Acquiror Benefit Plans and the Parent Incentive Plans may occur at different times with respect to different plans) except as provided below. (b) To the extent not prohibited by applicable legal requirements, the employees of Target employed by Acquiror or any of its Affiliates after the Effective Time (the “Continuing Employees”) shall, for a period of at least one year after the Effective Time, New Holdings will cause nine (i9) the employees of Trenwick and its Subsidiaries who are employed immediately after months following the Effective Time ("Trenwick Employees") to the “Protected Period”), be provided with employee benefits under Employee Benefit Plans maintained by New Holdings ("New Holdings Plans") which are no less favorable in the aggregate than benefits provided to Trenwick Employees immediately prior entitled to the Effective Time; and (ii) same or better annual salary or hourly wages to which the employees of LaSalle Holdings and its Subsidiaries who are employed immediately after Continuing Employees were entitled on the Effective Time ("LaSalle Holdings Employees") to be provided with employee benefits under the New Holdings Plans which are no less favorable in the aggregate than benefits provided to LaSalle Holdings Employees immediately prior to the Effective Time, except for the termination of the LaSalle Re Holdings Limited Employee Stock Purchase PlanClosing Date. (bc) With regard to Target Employees identified on Schedule 6.6(c), and to the extent that during the Protected Period a Continuing Employee other than a Target Employee identified on Schedule 6.6(c) is terminated without cause, Acquiror shall pay or cause to be paid, severance pay in an amount equal to the amounts set forth on Schedule 6.6(c). For purposes of this Section 6.6, “cause” shall have the same meaning as provided in any employment agreement between any Continuing Employee and Parent or any Affiliate of Parent on the date such Continuing Employee is terminated, or if no such definition or employment agreement exists, “cause” shall mean conduct amounting to (1) fraud or dishonesty against Parent or any Affiliate of Parent; (2) the Continuing Employee’s willful misconduct, repeated refusal to follow the reasonable directions of the Parent’s Board of Directors or knowing violation of law in the course of performance of the duties of the Continuing Employee’s service with Parent or any Affiliate of Parent; (3) repeated absences from work without a reasonable excuse; (4) repeated intoxication with alcohol or drugs while on the premises of Parent or any Affiliate of Parent during regular business hours; (5) a conviction or plea of guilty or NOLO CONTENDERE to a felony or a crime involving dishonesty; or (6) a breach or violation of the terms of any agreement to which the Continuing Employee and Parent or any Affiliate of Parent are party. (d) With respect to each New Holdings PlanParent Benefit 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 (entitlement, but not for accrual purposes of pension benefits except to the extent that past service credit is provided in a similar manner to both Trenwick Employees and LaSalle Holdings Employees)benefit accrual, service with Trenwick and its Subsidiaries by Trenwick Employees employed immediately after the Effective Time Target shall be treated as service with New Holdings and service with LaSalle Holdings and its Subsidiaries by LaSalle Holdings Employees employed immediately after the Effective Time shall be treated as service with New HoldingsAcquiror; 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 to the extent permissible under the terms of the Parent Benefit Plans and as permitted by the applicable insurer, apply for purposes of satisfying any waiting periods, evidence of insurability requirements requirements, or the application of any preexisting condition limitations. Trenwick Employees Each Parent Benefit Plan shall to the extent permissible under the terms of the Parent Benefit Plans and LaSalle Holdings as permitted by the applicable insurer, waive pre-existing condition limitations to the same extent waived under the applicable Target Benefit Plan. Target Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the New Holdings PlanParent Benefit Plans and to the extent permissible by the applicable insurer. (ce) Except with respect to those plans From and arrangements listed in Section 5.16 of the Trenwick Disclosure Letter or the LaSalle Disclosure Letter (as applicable), following after the Effective Time, New Holdings shall Acquiror or the Surviving Corporation, as applicable, will assume and honor in accordance with their terms (i) all employment, severance severance, change of control and other compensation agreements and arrangements existing between Target and any of its employees (that are listed on Section 6.6(e) of the Target Disclosure Schedule), which are not terminated in connection with the consummation of the transactions contemplated by this Agreement, and all accrued and vested benefit obligations through the Effective Time which are between Target and any of its current or former directors, officers, employees or consultants. (f) From and after the Effective Time, Acquiror or the Surviving Corporation, as applicable, will, and will cause any applicable Parent Benefit Plan to, provide or pay when due to the Target Employees all benefits and compensation pursuant to Target Benefit Plans 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 Target Benefit Plans as in effect at the Effective Time are terminated or canceled by Acquiror or the Surviving Corporation) subject to compliance with the terms of this Agreement. (g) At the Effective Time, Target shall cease contributions to and terminate Target’s 401(k) Plan, and shall (a) adopt written resolutions (a copy of which shall be delivered to Parent and Acquiror at the Closing) to terminate the 401(k) Plan and 100% vest all participants under the 401(k) Plan, such termination and vesting to be effective immediately prior to the execution of this Agreement which are between Trenwick and any director, officer or employee thereof and which have been disclosed in Section 3.16 of the Trenwick Disclosure Letter and previously have been delivered to LaSalle Holdings Effective Time; and (ii) all employmentdeliver to Parent and Acquiror, severance and other compensation agreements and arrangements existing on or prior to the execution of this Agreement which are between LaSalle Holdings and any directorClosing, officer or employee thereof and which have been disclosed in Section 4.16(a) notice of the LaSalle Disclosure Letter 401(k) Plan termination to any trustees and previously have been delivered custodians of the 401(k) Plan and/or its assets. Parent and Acquiror reserve the right to Trenwick. (dsuspend the distribution of benefits from the 401(k) It is understood and agreed between Plan until the parties that all provisions contained in this Agreement later of the receipt of a favorable determination letter from the IRS with respect to employee benefit plans or employee compensation are included the termination of the 401(k) Plan and the completion of final testing and record keeping for the sole benefit of the respective parties hereto and do not and shall not create any right in any other person, including, but not limited to, any LaSalle Holdings Employee or any Trenwick Employee, any participant in any benefit or compensation plan or any beneficiary thereof401(k) Plan.

Employee Benefit Plans; Existing Agreements. (a) For a period of at least one year after the Effective Time, New Holdings will cause (i) the employees of Trenwick and its Subsidiaries who are employed immediately after the Effective Time ("Trenwick Employees") to be provided with employee benefits under Employee Benefit Plans maintained by New Holdings ("New Holdings Plans") which are no less favorable in the aggregate than benefits provided to Trenwick Employees immediately prior to the Effective Time; and (ii) the employees of LaSalle Holdings and its Subsidiaries who are employed immediately after the Effective Time ("LaSalle Holdings Employees") to be provided with employee benefits under the New Holdings Plans which are no less favorable in the aggregate than benefits provided to LaSalle Holdings Employees immediately prior to the Effective Time, except for the termination of the LaSalle Re Holdings Limited Employee Stock Purchase Plan. (b) With respect to each New Holdings 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 except to the extent that past service credit is provided in a similar manner to both Trenwick Employees and LaSalle Holdings Employees), service with Trenwick and its Subsidiaries by Trenwick Employees employed immediately after the Merger Effective Time shall be treated as service with New Holdings and service with LaSalle Holdings and its Subsidiaries by LaSalle Holdings Employees employed immediately after the Scheme Effective Time shall be treated as service with New Holdings; provided, 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. Trenwick Employees and LaSalle Holdings Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the New Holdings Plan. (c) Except with respect to those plans and arrangements listed in Section 5.16 of the Trenwick Disclosure Letter or the LaSalle Disclosure Letter (as applicable), following the Effective Time, New Holdings shall honor in accordance with their terms (i) all employment, severance and other compensation agreements and arrangements existing on or prior to the execution of this Agreement which are between Trenwick and any director, officer or employee thereof and which have been disclosed in Section 3.16 of the Trenwick Disclosure Letter and previously have been delivered to LaSalle Holdings and (ii) all employment, severance and other compensation agreements and arrangements existing on or prior to the execution of this Agreement which are between LaSalle Holdings and any director, officer or employee thereof and which have been disclosed in Section 4.16(a) of the LaSalle Disclosure Letter and previously have been delivered to Trenwick. (d) It is understood and agreed between the parties that all provisions contained in this Agreement with respect to employee benefit plans or employee compensation are included for the sole benefit of the respective parties hereto and do not and shall not create any right in any other person, including, but not limited to, any LaSalle Holdings Employee or any Trenwick Employee, any participant in any benefit or compensation plan or any beneficiary thereof.condition

Employee Benefit Plans; Existing Agreements. (a) For a period The employees of at least one year after the Company (the "Company Employees") shall be entitled to participate in Buyer's employee benefit plans in which similarly situated employees of Buyer participate, to the same extent as comparable employees of Buyer. As of the Effective Time, New Holdings will cause (i) Buyer shall permit the Company Employees to participate in Buyer's group hospitalization, medical, life and disability insurance plans on the same terms and conditions as applicable to comparable employees of Trenwick Buyer and its Subsidiaries who are employed immediately after Subsidiaries; provided, however, that all Company employees and dependents will be eligible to participate in medical insurance plans of First Savings Bank upon the Effective Time ("Trenwick Employees") merger without regard to be provided any pre-existing conditions or exclusions and with employee benefits under Employee Benefit Plans maintained by New Holdings ("New Holdings Plans") which are no less favorable in uninsured waiting periods, and the aggregate than benefits provided to Trenwick Employees immediately prior carry over of all current plan year deductibles and annual out-of-pocket contribution, to the Effective Time; and (ii) extent permitted by the employees Buyer's medical insurance plans. As of LaSalle Holdings and its Subsidiaries who are employed the next entry date immediately after the Effective Time ("LaSalle Holdings Employees") to be provided with employee benefits under the New Holdings Plans which are no less favorable in the aggregate than benefits provided to LaSalle Holdings Employees immediately prior to following the Effective Time, except for Buyer shall permit the termination Company Employees to participate in Buyer's defined benefit pension plan, 401(k) savings plan, employee stock ownership plan ("ESOP") and similar plans on the same terms and conditions as employees of Buyer and its Subsidiaries, giving effect to years of service with the LaSalle Re Holdings Limited Employee Stock Purchase Plan. Company and its Subsidiaries (bto the extent the Company gave effect) With respect to each New Holdings Planas if such service were with Buyer, for purposes of determining eligibility and vesting, but not for benefit accrual purposes, provided, however, in no event shall said Company employees be credited with more than three (3) years of service for vesting purposes under the ESOP as of the Effective Time. Buyer shall as of the Effective Time enter into a Consulting Agreement as contained at Disclosure Schedule 6.7(b) (2) including the provisions detailed at 6.7(b)(2)(ii) of said Disclosure Schedule with respect to Xx. Xxxxxx Hornyak. As of the merger date, Company Employees retain accrual or payout for short-term disability, unused sick leave benefits and vacation pay, provided such amounts have been fully accrued for by Company as of the Effective Time and are in accordance with such amounts provided in past practice by the Company. As of the Effective Time, all participants under the Company's defined contribution plan shall become 100% vested in all participant accounts. With respect to Buyer's welfare benefit plans, (including by example, vacation, sick leave, severance), Company employees shall have prior service with the Company recognized for purposes of eligibility to participate, vesting and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of pension benefits except to the extent that past service credit is provided in a similar manner to both Trenwick Employees and LaSalle Holdings Employees), service with Trenwick and its Subsidiaries by Trenwick Employees employed immediately after the Effective Time shall be treated as service with New Holdings and service with LaSalle Holdings and its Subsidiaries by LaSalle Holdings Employees employed immediately after the Effective Time shall be treated as service with New Holdings; 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. Trenwick Employees and LaSalle Holdings Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the New Holdings Planpurposes. (cb) Except with respect to those plans and arrangements listed in Section 5.16 of the Trenwick Disclosure Letter or the LaSalle Disclosure Letter (as applicable), following Following the Effective Time, New Holdings Buyer shall honor and shall cause the Surviving Bank to honor in accordance with their terms (i) all employment, severance and other compensation agreements and arrangements existing on or prior to the execution of this Agreement which are between Trenwick and any director, officer or employee thereof and which have been disclosed in Section 3.16 of the Trenwick Disclosure Letter and previously have been delivered to LaSalle Holdings and (ii) all employment, severance and other compensation agreements and arrangements existing on or prior to the execution of this Agreement which are between LaSalle Holdings and any director, officer or employee thereof and which have been disclosed in Section 4.16(a) of the LaSalle Disclosure Letter and previously have been delivered to Trenwick. (d) It is understood and agreed between the parties that all provisions contained in this Agreement with respect to employee benefit plans or employee compensation are included for the sole benefit of the respective parties hereto and do not and shall not create any right in any other personarrangements, including, but not limited to, any LaSalle Holdings Employee or any Trenwick Employee, any participant in any severance benefit or compensation plan or any beneficiary thereof.plans listed in