Common use of Employee Benefits and Contracts Clause in Contracts

Employee Benefits and Contracts. Following the Effective Time, ------------------------------- NCF shall provide to officers and employees of the SBS Companies employee benefits under employee benefit and welfare plans, on terms and conditions which when taken as a whole are substantially similar to those currently provided by the NCF Companies to their similarly situated officers and employees. For purposes of determining eligibility to participate in and vesting under such employee benefit and welfare plans, all such officers and employees shall be given full credit for all prior service as officers or employees of the SBS Companies, and no such officer or employee shall be subject to any waiting period or pre-existing condition limitation pursuant to any NCF health, life or disability insurance plans. Following the Effective Time and until such time as the former SBS Companies employees commence participation in the NCF Companies employee benefit and welfare plans, the benefits to be provided to the former SBS Companies employees shall be the SBS Companies employee benefit and welfare that were provided by SBS to such employees immediately prior to the Effective Time. As of the Effective Time, each former SBS Companies employee who continues as an employee of the NCF Companies shall be credited with vacation leave in an amount not less than the amount of unused SBS vacation leave available to such employee on the date immediately preceding the Effective Time. NCF agrees to honor in accordance with their terms all plans, contracts, arrangements, commitments or understandings disclosed in the SBS Disclosure Letter, including with respect to benefits which vest or are otherwise accrued or payable as a result of the consummation of the transactions contemplated by this Agreement (including, but not limited to, benefits payable to SBS Companies' employees under the SouthBanc Shares, Inc. Employee Severance Compensation Plan). Set forth in SBS's Disclosure Letter in reasonable detail are estimates of the payments and benefits due under the employment agreements for Messrs. Wells, Orr, Hall and Visioli. It is intended by NCF and SBS that the procedures and methodologies used in preparing such estimates shall be followed in determining the actual payments or benefits due under such agreements. NCF acknowledges and agrees that the consummation of the transactions contemplated by this Agreement will constitute a change in control for purposes of the employment or change in control agreements set forth in SBS's Disclosure Letter. With respect to the employment agreements of Messrs. Xxx and Xxxxxxx, NCF agrees that, SBS and Perpetual Bank may amend the agreements prior to the Effective Time to provide that the payments and benefits due thereunder upon the occurrence of a change in control (as defined in the employment agreements) are due and payable solely by reason of the occurrence of a change in control and without regard to the employment of such individuals with NCF or SBS or any subsidiary thereof after the Effective Time. On or before the Effective Time, SBS shall pay annual bonuses for 2001 pro-rated through the Effective Time and make contributions to the SBS ESOP in amounts consistent with past practice. Prior to the Effective Time, SBS shall take such action as may be necessary to terminate the Perpetual Bank 401(k) Plan.

Employee Benefits and Contracts. Following the ------------------------------- Effective Time, ------------------------------- NCF but in no event earlier than the consolidation of Jefferson's depository institution Subsidiaries with UPC's depository institution Subsidiaries, UPC shall provide to officers and employees of the SBS Jefferson Companies (the "Continuing Employees"), employee benefits under employee benefit and welfare plans, plans on terms and conditions which when taken as a whole are substantially similar to those currently provided by the NCF UPC Companies to their similarly situated officers and employees. For purposes of determining eligibility to participate in participation, vesting, and vesting benefit accruals (but not accrual of benefits under UPC's tax-qualified retirement plan) under such employee benefit and welfare plans, all such officers and employees (i) service under any qualified defined benefit or contribution plans of Jefferson shall be given full credit for all prior treated as service as officers under UPC's qualified defined benefit or employees contribution plans and (ii) service under any other employee benefit plans of the SBS Companies, and no such officer or employee Jefferson shall be subject treated as service under any similar employee benefit plans maintained by UPC. UPC shall cause the UPC welfare benefit plans that cover the Continuing Employees after the Effective Time to (i) waive any waiting period and restrictions and limitations for preexisting conditions or preinsurability and (ii) cause any deductible, co-existing condition limitation pursuant insurance, or maximum out-of-pocket payments made by the Continuing Employees under Jefferson's welfare benefit plans to be credited to such Continuing Employees under the UPC welfare benefit plans, so as to reduce the amount of any NCF healthdeductible, life co-insurance, or disability insurance maximum out-of-pocket payments payable by the Continuing Employees under the UPC welfare benefit plans. Following Prior to the Effective Time and until such time as commencement of the former SBS Companies employees commence Continuing Employees' participation in the NCF Companies UPC employee benefit plans and welfare plansprograms, the benefits to be provided to benefit coverage of, and participation in benefit plans by, the former SBS Companies employees Continuing Employees shall be continue under the SBS Companies employee benefit and welfare that were provided by SBS to such employees Jefferson Benefit Plans, as in effect immediately prior to the Effective Time. As During such transition period, the coverage under and participation in the Jefferson Benefit Plans shall be deemed to provide the Continuing Employees with benefits that are no less favorable than those offered to other employees of UPC and its Subsidiaries. UPC shall and also shall cause UPHC (as the survivor in the Merger) and the Jefferson Subsidiaries to honor all employment, severance, retention, consulting, and other compensation Contracts disclosed in Section 8.14 of the Effective TimeJefferson Disclosure Memorandum to UPC between any Jefferson Company and any current or former director, each former SBS Companies officer, independent contractor, or employee who continues as an employee thereof, and all provisions of the NCF Companies Jefferson Benefit Plans. The provisions of the immediately preceding sentence of this Section 8.14 are intended to be for the benefit of, and shall be credited with vacation leave in an amount not less than the amount of unused SBS vacation leave available to such employee on the date immediately preceding the Effective Time. NCF agrees to honor in accordance with their terms all plans, contracts, arrangements, commitments or understandings disclosed in the SBS Disclosure Letter, including with respect to benefits which vest or are otherwise accrued or payable as a result of the consummation of the transactions contemplated enforceable by this Agreement (including, but not limited to, benefits payable to SBS Companies' employees under the SouthBanc Shares, Inc. Employee Severance Compensation Plan). Set forth in SBS's Disclosure Letter in reasonable detail are estimates of the payments and benefits due under the employment agreements for Messrs. Wells, Orr, Hall and Visioli. It is intended by NCF and SBS that the procedures and methodologies used in preparing such estimates shall be followed in determining the actual payments or benefits due under such agreements. NCF acknowledges and agrees that the consummation of the transactions contemplated by this Agreement will constitute a change in control for purposes of the employment or change in control agreements set forth in SBS's Disclosure Letter. With respect to the employment agreements of Messrs. Xxx and Xxxxxxx, NCF agrees that, SBS and Perpetual Bank may amend the agreements prior to the Effective Time to provide that the payments and benefits due thereunder upon the occurrence of a change in control (as defined in the employment agreements) are due and payable solely by reason of the occurrence of a change in control and without regard to the employment of such individuals with NCF or SBS or any subsidiary thereof after the Effective Time. On or before the Effective Time, SBS shall pay annual bonuses for 2001 pro-rated through the Effective Time and make contributions to the SBS ESOP in amounts consistent with past practice. Prior to the Effective Time, SBS shall take such action as may be necessary to terminate the Perpetual Bank 401(k) Planeach person described therein.

Employee Benefits and Contracts. Following (a) Except as set forth in this Agreement, or in Section 4.2(c) of the Merger Agreement relating to the conversion of First Michigan Stock Options, following the Effective Time, ------------------------------- NCF Huntington shall provide to officers and employees of First Michigan who become officers or employees of any Huntington Company after the SBS Companies Effective Time employee benefits under employee benefit Huntington Benefit Plans, and welfare plansstock option and other plans involving the potential issuance of Huntington Common Stock, on terms and conditions which when taken as a whole are substantially similar to those currently provided generally by the NCF Companies Huntington and its Affiliates to their similarly situated officers and employees. For purposes of determining eligibility to participate in participation and vesting under such employee benefit and welfare plansHuntington Benefit Plans, all the service of the employees of the First Michigan Companies prior to the Effective Time shall be treated as service with a Huntington Company participating in such Huntington Benefit Plans. Furthermore, officers and employees shall be given full credit for all prior service as officers or employees of First Michigan Companies (and their spouses and dependents, if applicable) may, upon the SBS Companiescessation of their participation in a First Michigan Benefit Plan, and no such officer or employee shall be subject immediately participate in the corresponding Benefit Plan maintained by Huntington without regard to any waiting period or pre-existing condition limitation pursuant to conditions or waiting periods. Benefit accruals under any NCF healthHuntington Pension Plan will not be offset by benefit accruals under any First Michigan Pension Plan; however, life or disability insurance plans. Following the Effective Time and until such time as the former SBS Companies employees commence participation in the NCF Companies employee event the First Michigan Pension Plan merges with the Huntington Pension Plan, and if benefit and welfare plansaccruals under the First Michigan Pension Plan cease, the Huntington Pension Plan will provide future benefit accruals under the Huntington Pension Plan that are no less than those benefits that would accrue assuming the Huntington Pension Plan implements a "fresh start formula without wear away" (as described in Treasury Regulation Section 1.401(a)(4)-13(c)(4)(i)). (b) Huntington undertakes and agrees to be provided to the former SBS Companies employees shall be the SBS Companies employee benefit and welfare that were provided provide all persons who are employed by SBS to such employees First Michigan immediately prior to the Effective Time. As Time with severance benefits consistent with Huntington's Transition Pay Plan as in effect as of the Effective Time, each former SBS Companies employee who continues which benefits will not be less than those provided under such plan as an employee of the NCF Companies shall be credited with vacation leave date of this Agreement; provided, however, that (i) Huntington will assume the obligations of First Michigan under certain Continuity Agreements between First Michigan and the persons identified in an amount not less Section 6.3(b) of the Disclosure Memorandum, and (ii) for a period of one year following the Effective Date, Huntington agrees to provide those First Michigan employees identified in Section 6.3(b) of the Disclosure Memorandum (other than the amount of unused SBS vacation leave available those persons who are parties to such employee on Continuity Agreements) with severance benefits according to First Michigan's severance benefits as of the date immediately preceding the Effective Timeof this Agreement. NCF agrees If any benefits are paid to honor in accordance with their terms all plans, contracts, arrangements, commitments or understandings disclosed in the SBS Disclosure Letter, including with respect to benefits which vest or are otherwise accrued or payable as a result of the consummation of the transactions contemplated by this Agreement any former First Michigan employees under such First Michigan severance policies (including, but not limited to, such Continuity Agreements), such benefits shall be in lieu of any and all other benefits that might otherwise be payable to SBS Companies' employees under the SouthBanc Shares, Inc. Employee Severance Compensation Huntington Transition Pay Plan). Set forth in SBS's Disclosure Letter in reasonable detail are estimates of the payments and benefits due under the employment agreements for Messrs. Wells, Orr, Hall and Visioli. It is intended by NCF and SBS that the procedures and methodologies used in preparing such estimates shall be followed in determining the actual payments or benefits due under such agreements. NCF acknowledges and . (c) Huntington agrees that the consummation First Michigan Bonus Pool shall be allocated among the First Michigan Bonus Plan Participants in accordance with the terms of the transactions contemplated by this Agreement will constitute a change in control for purposes First Michigan Bonus Plan as of the employment or change in control agreements set forth in SBS's Disclosure Letter. With respect to the employment agreements of Messrs. Xxx and Xxxxxxx, NCF agrees that, SBS and Perpetual Bank may amend the agreements prior to the Effective Time to provide that the payments and benefits due thereunder upon the occurrence of a change in control (as defined in the employment agreements) are due and payable solely by reason of the occurrence of a change in control and without regard to the employment of such individuals with NCF or SBS or any subsidiary thereof after the Effective Time. On or before the Effective Time, SBS shall pay annual bonuses for 2001 pro-rated through the Effective Time and make contributions Huntington shall pay any and all such allocated bonus payments to the SBS ESOP First Michigan Bonus Pool Participants on or before February 28, 1998. All First Michigan Bonus Plan Participants shall be eligible to participate in amounts consistent with past practice. Prior the Huntington Management Incentive Compensation Plan beginning as of the Effective Date, to the Effective Time, SBS shall take extent that any such action as may be necessary to terminate employee is eligible under the Perpetual Bank 401(k) Planterms of such Huntington plan.

Employee Benefits and Contracts. Following the Effective Time, ------------------------------- NCF but in no event earlier than the consolidation of Magna's depository institution Subsidiaries with UPC's depository institution Subsidiaries, UPC shall provide to officers and employees of the SBS Magna Companies (the "Continuing Employees"), employee benefits under employee benefit and welfare plans, plans on terms and conditions which when taken as a whole are substantially similar to those currently provided by the NCF UPC Companies to their similarly situated officers and employees. For purposes of determining eligibility to participate in participation, vesting, and vesting benefit accruals (but not accrual of benefits under UPC's tax qualified retirement plans) under such employee benefit and welfare plans, all such officers and employees (i) service under any qualified defined benefit or contribution plans of Magna shall be given full credit for all prior treated as service as officers under UPC's qualified defined benefit or employees contribution plans and (ii) service under any other employee benefit plans of the SBS Companies, and no such officer or employee Magna shall be subject treated as service under any similar employee benefit plans maintained by UPC. UPC shall cause the UPC welfare benefit plans that cover the Continuing Employees after the Effective Time to (i) waive any waiting period and restrictions and limitations for preexisting conditions or preinsurability and (ii) cause any deductible, co-existing condition limitation pursuant insurance, or maximum out-of-pocket payments made by the Continuing Employees under Magna's welfare benefit plans to be credited to such Continuing Employees under the UPC welfare benefit plans, so as to reduce the amount of any NCF healthdeductible, life co-insurance, or disability insurance maximum out-of-pocket payments payable by the Continuing Employees under the UPC welfare benefit plans. Following Prior to the Effective Time and until such time as commencement of the former SBS Companies employees commence Continuing Employee's participation in the NCF Companies UPC employee benefit plans and welfare plansprograms, the benefits to be provided to benefit coverage of, and participation in benefit plans by, the former SBS Companies employees Continuing Employees shall be continue under the SBS Companies employee benefit and welfare that were provided by SBS to such employees Magna Benefit Plans, as in effect immediately prior to the Effective Time. As During such transition period, the coverage under and participation in the Magna Benefit Plans shall be deemed to provide the Continuing Employees with benefits that are no less favorable than those offered to other employees of UPC and its Subsidiaries. Except as expressly provided in the Supplemental Letter, UPC also shall cause Magna and its Subsidiaries to honor all employment severance consulting, and other compensation Contracts disclosed in Section 8.14 of the Effective TimeMagna Disclosure Memorandum to UPC between any Magna Company and any current or former director, each former SBS Companies officer, independent contractor, or employee who continues as an employee thereof, and all provisions of the NCF Companies shall be credited with vacation leave in an amount not less than the amount of unused SBS vacation leave available to such employee on the date immediately preceding the Effective Time. NCF agrees to honor in accordance with their terms all plans, contracts, arrangements, commitments or understandings disclosed in the SBS Disclosure Letter, including with respect to benefits which vest or are otherwise accrued or payable as a result of the consummation of the transactions contemplated by this Agreement (including, but not limited to, benefits payable to SBS Companies' employees under the SouthBanc Shares, Inc. Employee Severance Compensation Plan). Set forth in SBS's Disclosure Letter in reasonable detail are estimates of the payments and benefits due under the employment agreements for Messrs. Wells, Orr, Hall and Visioli. It is intended by NCF and SBS that the procedures and methodologies used in preparing such estimates shall be followed in determining the actual payments or benefits due under such agreements. NCF acknowledges and agrees that the consummation of the transactions contemplated by this Agreement will constitute a change in control for purposes of the employment or change in control agreements set forth in SBS's Disclosure Letter. With respect to the employment agreements of Messrs. Xxx and Xxxxxxx, NCF agrees that, SBS and Perpetual Bank may amend the agreements prior to the Effective Time to provide that the payments and benefits due thereunder upon the occurrence of a change in control (as defined in the employment agreements) are due and payable solely by reason of the occurrence of a change in control and without regard to the employment of such individuals with NCF or SBS or any subsidiary thereof after the Effective Time. On or before the Effective Time, SBS shall pay annual bonuses for 2001 pro-rated through the Effective Time and make contributions to the SBS ESOP in amounts consistent with past practice. Prior to the Effective Time, SBS shall take such action as may be necessary to terminate the Perpetual Bank 401(k) PlanMagna Benefit Plans.

Employee Benefits and Contracts. Following (a) Except as set forth in this Agreement, or in Section 4.2(c) of the Merger Agreement relating to the conversion of Empire Stock Options, following the Effective Time, ------------------------------- NCF Huntington shall provide to officers and employees of Empire who become officers or employees of any Huntington Company after the SBS Companies Effective Time employee benefits under employee benefit Huntington Benefit Plans, and welfare plansstock option and other plans involving the potential issuance of Huntington Common Stock, on terms and conditions which when taken as a whole are substantially similar to those currently provided generally by the NCF Companies Huntington and its Affiliates to their similarly situated officers and employees. For purposes of determining eligibility to participate in participation and vesting under such employee benefit and welfare plansHuntington Benefit Plans, all the service of the employees of the Empire Companies (calculated pursuant to applicable Empire Benefit Plans) prior to the Effective Time shall be treated as service with a Huntington Company participating in such Huntington Benefit Plans. Furthermore, officers and employees shall be given full credit for all prior service as officers or employees of Empire Companies (and their spouses and dependents, if applicable) may, upon the SBS Companiescessation of their participation in an Empire Benefit Plan, and no such officer or employee shall be subject immediately participate in the corresponding Employee Benefit Plan maintained by Huntington without regard to any waiting period or pre-existing condition limitation pursuant to conditions or waiting periods. Benefit accruals under any NCF healthHuntington Pension Plan will not be offset by benefit accruals under any Empire Pension Plan; however, life or disability insurance plans. Following the Effective Time and until such time as the former SBS Companies employees commence participation in the NCF Companies employee event the Empire Pension Plan merges with the Huntington Pension Plan, and if benefit and welfare plansaccruals under the Empire Pension Plan cease, the Huntington Pension Plan will provide future benefit accruals under the Huntington Pension Plan that are no less than those benefits that would accrue assuming the Huntington Pension Plan implements a "fresh start formula without wear away" (as described in Treasury Regulation ss. 1.401(a)(4)-13(c)(4)(i)). (b) Huntington undertakes and agrees to be provided to the former SBS Companies employees shall be the SBS Companies employee benefit and welfare that were provided provide all persons who are employed by SBS to such employees Empire immediately prior to the Effective Time. As Time with severance benefits consistent with Huntington's Transition Pay Plan as in effect as of the Effective Time, each former SBS Companies employee who continues which benefits will not be less than those provided under such plan as an employee of the NCF Companies shall be credited with vacation leave in an amount not less than the amount date of unused SBS vacation leave available to such employee on the date immediately preceding the Effective Timethis Agreement. NCF agrees to honor in accordance with their terms all plans, contracts, arrangements, commitments or understandings disclosed in the SBS Disclosure Letter, including with respect to benefits which vest or are otherwise accrued or payable as a result of the consummation of the transactions contemplated by this Agreement (including, but not limited to, benefits payable to SBS Companies' employees under the SouthBanc Shares, Inc. Employee Severance Compensation Plan). Set forth in SBS's Disclosure Letter in reasonable detail are estimates of the payments and benefits due under the employment agreements for Messrs. Wells, Orr, Hall and Visioli. It is intended by NCF and SBS that the procedures and methodologies used in preparing such estimates shall be followed in determining the actual payments or benefits due under such agreements. NCF acknowledges and agrees that the consummation of the transactions contemplated by this Agreement will constitute a change in control for For purposes of calculating benefits and determining an individual's years of service under Huntington's Transition Pay Plan, the employment or change in control agreements set forth in SBSservice of an Empire Company's Disclosure Letter. With respect to the employment agreements of Messrs. Xxx and Xxxxxxx, NCF agrees that, SBS and Perpetual Bank may amend the agreements employee prior to the Effective Time to provide commencing with that employee's most recent hire date by the payments and benefits due thereunder upon Empire Company shall be treated as service with a Huntington Company. Notwithstanding the occurrence of a change in control (as defined in foregoing, during the employment agreements) are due and payable solely by reason of the occurrence of a change in control and without regard to the employment of such individuals with NCF or SBS or any subsidiary thereof after 12-month period following the Effective Time, those officers and employees of the Empire Companies listed in Sections 6.3(a) and 6.3(b) of the Disclosure Memorandum whose employment with an Empire Company or a Huntington Company, as the case may be, is terminated due to job elimination or is terminated by Huntington or its Affiliates without cause, shall be paid severance benefits upon termination of not less than 50% of their annual base salary without offset with respect to compensation or other benefits received from a subsequent employer. On Huntington further agrees to provide out-placement services for a period of six months following such termination to those persons identified in Section 6.3(b) of the Disclosure Memorandum. (c) Huntington agrees that bonuses in an aggregate amount not to exceed the Empire Bonus Pool shall be paid to the Empire Bonus Plan Participants in the amounts to be listed on a supplement to Section 6.3(c) of the Disclosure Memorandum (the "Section 6.3(c) Supplement") which shall be delivered to Huntington on or before the Effective TimeDate; provided, SBS however, that such bonus payments will only be made to Empire Bonus Plan Participants who are employed by Empire or Huntington or their Affiliates on December 31, 2000, or who were terminated by Huntington or its Affiliates prior to December 31, 2000, without cause or due to job elimination, in which event the aggregate Empire Bonus Pool shall be reduced by the amount of payments allocated to such Empire Bonus Plan Participants who are no longer eligible to receive the bonus payments. Huntington shall pay annual bonuses for 2001 pro-rated through the Effective Time any and make contributions all such bonus payments to the SBS ESOP in amounts consistent with past practice. Prior to the Effective Time, SBS shall take such action as may be necessary to terminate the Perpetual Bank 401(k) Plan.eligible Empire Bonus Pool Participants on or before February 15,

Employee Benefits and Contracts. Following the Effective TimeDate, ------------------------------- NCF Union Bankshares shall provide generally to former officers and employees of the SBS Companies Mid-Coast and Waldoboro employee benefits under employee benefit and welfare plansplans (other than stock option or other plans involving the potential issuance of Union Bankshares Common Stock), on terms and conditions which when taken as a whole are substantially similar to those currently provided by the NCF Companies Mid-Coast and Waldoboro to their similarly situated officers and employees, except that there is no matching contribution under the Union Bankshares' Section 401(k) plan; provided however, this Section 9.8 shall not be deemed or construed to be an undertaking or obligation on the part of Union Bankshares or Union Trust to provide the same benefits which Mid-Coast or Waldoboro presently provide to their employees and officers; and provided further that Union Bankshares and Union Trust shall have no obligation to continue to provide after the Effective Date any benefits currently provided to their employees or officers as of the date hereof, or provided to their employees or officers at any time subsequent to the Effective Date. For purposes of determining eligibility participation, vesting and (except in the case of Union Bankshares' defined benefit plans) benefit accrual under Union Bankshares' employee benefit plans, the service of the employees of Mid-Coast or Waldoboro prior to participate the Closing shall be treated as service with Union Bankshares or Union Trust for participation in and vesting under such employee benefit and welfare plans, all such officers and employees shall be given full credit for all prior service as officers or employees of the SBS Companies, and no such officer or employee shall be subject to any waiting period or pre-existing condition limitation pursuant to any NCF health, life or disability insurance plans. Following the Effective Time Date, former employees of Mid-Coast or Waldoboro shall receive credit under Union Bankshares' group health plans for all deductibles and until co-payments made by such time as former employees under the former SBS Companies employees commence participation in the NCF Companies employee benefit and welfare plans, the benefits to be provided to the former SBS Companies employees shall be the SBS Companies employee benefit and welfare that were provided health plans maintained by SBS to such employees immediately Mid-Coast or Waldoboro prior to the Effective Time. As of the Effective TimeDate, each former SBS Companies employee who continues as an employee of the NCF Companies and health care coverage under Union Bankshares group health plans shall be credited extended to former employees of Mid-Coast and Waldoboro with vacation leave in an amount not less than the amount of unused SBS vacation leave available to such employee on the date immediately preceding the Effective Time. NCF agrees to honor in accordance with their terms all plansno waiting period, contractsand Union Bankshares will, arrangements, commitments or understandings disclosed in the SBS Disclosure Letter, including with respect to benefits which vest or are otherwise accrued or payable as a result of the consummation of the transactions contemplated by this Agreement (including, but not limited to, benefits payable to SBS Companies' employees under the SouthBanc Shares, Inc. Employee Severance Compensation Plan). Set forth in SBS's Disclosure Letter in reasonable detail are estimates of the payments and benefits due under the employment agreements for Messrs. Wells, Orr, Hall and Visioli. It is intended by NCF and SBS that the procedures and methodologies used in preparing such estimates shall be followed in determining the actual payments or benefits due under such agreements. NCF acknowledges and agrees that the consummation of the transactions contemplated by this Agreement will constitute a change in control for purposes of the employment or change in control agreements set forth in SBS's Disclosure Letter. With respect to the employment agreements of Messrs. Xxx and Xxxxxxx, NCF agrees that, SBS and Perpetual Bank may amend the agreements prior to the Effective Time use its best efforts to provide that the payments such coverage shall be without any exclusions for pre-existing conditions and benefits due thereunder upon the occurrence of a change shall inform Mid-Coast in control (as defined in the employment agreements) are due and payable solely by reason writing, within thirty days of the occurrence of a change in control and without regard date hereof, as to the employment efforts undertaken to secure a waiver of such individuals with NCF or SBS or any subsidiary thereof after the Effective Time. On or before the Effective Time, SBS shall pay annual bonuses for 2001 pro-rated through the Effective Time exclusions and make contributions to the SBS ESOP in amounts consistent with past practice. Prior to the Effective Time, SBS shall take whether such action as may be necessary to terminate the Perpetual Bank 401(k) Planexclusions have been eliminated.

Employee Benefits and Contracts. Following the Effective Time, ------------------------------- NCF American Home shall provide generally to officers and employees of the SBS Companies Valley Companies, who at or after the Effective Time remain employees of Valley Bank of Maryland or become employees of an American Home Company ("Continuing Employees"), employee benefits under employee benefit and welfare plansplans (other than stock option or other plans involving the potential issuance of American Home Common Stock except as set forth in this Section 8.8), on terms and conditions which when taken as a whole are substantially similar to those currently provided by the NCF American Home Companies to their similarly situated officers and employees. For purposes of determining eligibility to participate in participation and vesting (but not accrual of benefits) under such employee benefit and welfare plans, all such officers and employees (i) service under any qualified defined benefit plans of Valley shall be given full credit for all prior treated as service under American Home's qualified defined benefit plans, (ii) service under any qualified defined contribution plans of Valley shall be treated as officers or employees of the SBS Companiesservice under American Home's qualified defined contribution plans, and no such officer or (iii) service under any other employee benefit plans of Valley shall be subject treated as service under any similar employee benefit plans maintained by American Home. American Home shall cause the American Home welfare benefit plans that cover the Continuing Employees after the Effective Time to (i) waive any waiting period and restrictions and limitations for preexisting conditions or preinsurability, and (ii) cause any deductible, co-existing condition limitation pursuant insurance, or maximum out-of-pocket payments made by the Continuing Employees under Valley's welfare benefit plans to be credited to such Continuing Employees under the American Home welfare benefit plans, so as to reduce the amount of any NCF healthdeductible, life co-insurance, or disability insurance maximum out-of-pocket payments payable by the Continuing Employees under the American Home welfare benefit plans. Following The continued coverage of the Effective Time and until such time as Continuing Employees under the former SBS Companies employees commence participation in the NCF Companies employee benefit and welfare plans, the benefits to be provided to the former SBS Companies employees shall be the SBS Companies employee benefit and welfare that were provided plans maintained by SBS to such employees Valley and/or any Valley Subsidiary immediately prior to the Effective Time. As of the Effective Time, each former SBS Companies employee who continues as an employee of the NCF Companies Time during a transition period shall be credited deemed to provide the Continuing Employees with vacation leave in an amount not benefits that are no less favorable than the amount those offered to other employees of unused SBS vacation leave available to such employee on the date immediately preceding the Effective Time. NCF agrees to honor in accordance with their terms all plansAmerican Home and its Subsidiaries, contracts, arrangements, commitments or understandings disclosed in the SBS Disclosure Letter, including with respect to benefits which vest or are otherwise accrued or payable as a result of the consummation of the transactions contemplated by this Agreement (including, but not limited to, benefits payable to SBS Companies' employees under the SouthBanc Shares, Inc. Employee Severance Compensation Plan). Set forth in SBS's Disclosure Letter in reasonable detail are estimates of the payments and benefits due under the employment agreements for Messrs. Wells, Orr, Hall and Visioli. It is intended by NCF and SBS provided that the procedures and methodologies used in preparing such estimates shall be followed in determining the actual payments or benefits due under such agreements. NCF acknowledges and agrees that the consummation of the transactions contemplated by this Agreement will constitute a change in control for purposes of the employment or change in control agreements set forth in SBS's Disclosure Letter. With respect to the employment agreements of Messrs. Xxx and Xxxxxxx, NCF agrees that, SBS and Perpetual Bank may amend the agreements prior to after the Effective Time to provide that the payments and benefits due thereunder upon the occurrence of a change in control there is no material reduction (as defined determined on an overall basis) in the employment agreementsbenefits provided under the Valley employee benefit plans. American Home also shall cause Valley and its Subsidiaries to honor all employment, severance, consulting, and other compensation Contracts disclosed in Section 5.13(a) are due and payable solely by reason of the occurrence of a change in control Valley Disclosure Memorandum to American Home between any Valley Company and without regard to the employment of such individuals with NCF any current or SBS former director, officer, or any subsidiary thereof after the Effective Time. On employee thereof, and all provisions for vested benefits or before the Effective Time, SBS shall pay annual bonuses for 2001 pro-rated other vested amounts earned or accrued through the Effective Time and make contributions under the Valley Benefit Plans. American Home shall be responsible for the fees related to the SBS ESOP in amounts consistent with past practice. Prior to termination of the Effective Time, SBS shall take such action as may be necessary to terminate the Perpetual Bank 401(k) PlanValley Benefit Plans.

Employee Benefits and Contracts. Following the Effective Time, ------------------------------- NCF FLAG shall either (i) continue to provide to officers and employees of the SBS Companies THOMASTON FEDERAL Entities employee benefits under THOMASTON FEDERAL's existing employee benefit and welfare plans or, (ii) if FLAG shall determine to provide to officers and employees of the THOMASTON FEDERAL Entities employee benefits under other employee benefit plans and welfare plans, provide generally to officers and employees of the THOMASTON FEDERAL Entities employee benefits under employee benefit and welfare plans, on terms and conditions which when taken as a whole are substantially similar to those currently provided by the NCF Companies FLAG Entities to their similarly situated officers and employees. For purposes of determining eligibility to participate in participation and vesting (but not accrual of benefits) under such FLAG's employee benefit and welfare plans, all such (i) service under any qualified defined contribution plans of THOMASTON FEDERAL shall be treated as service under FLAG's qualified defined contribution plans, and (ii) service under any other THOMASTON FEDERAL Benefit Plans shall be treated as service under any similar employee benefit plans maintained by FLAG. With respect to officers and employees shall be given full credit for all prior service as officers of the THOMASTON FEDERAL Entities who, at or after the Effective Time, become employees of the SBS Companiesa FLAG Entity and who, and no such officer or employee shall be subject to any waiting period or pre-existing condition limitation pursuant to any NCF health, life or disability insurance plans. Following the Effective Time and until such time as the former SBS Companies employees commence participation in the NCF Companies employee benefit and welfare plans, the benefits to be provided to the former SBS Companies employees shall be the SBS Companies employee benefit and welfare that were provided by SBS to such employees immediately prior to the Effective Time. As , are participants in one or more employee welfare benefit plans maintained by the THOMASTON FEDERAL Entities, FLAG shall cause each comparable employee welfare benefit plan which is substituted for a THOMASTON FEDERAL welfare benefit plan to waive any evidence of the Effective Timeinsurability or similar provision, each former SBS Companies employee who continues as an employee of the NCF Companies shall be credited with vacation leave in an amount not less than the amount of unused SBS vacation leave available to provide credit for such participation prior to such substitution with regard to the application of any pre-existing condition limitation, and to provide credit towards satisfaction of any deductible or out-of-pocket provisions for expenses incurred by such participants during the period prior to such substitution, if any, that overlaps with the then current plan year for each such substituted employee on welfare benefit plans. FLAG also shall cause the date immediately preceding the Effective Time. NCF agrees Surviving Bank and its Subsidiaries to honor in accordance with their terms all plansemployment, contractsseverance, arrangements, commitments or understandings consulting and other compensation Contracts disclosed in the SBS Disclosure Letter, including with respect to benefits which vest or are otherwise accrued or payable as a result Section 5.16 of the consummation of the transactions contemplated by this Agreement (includingTHOMASTON FEDERAL Disclosure Memorandum to FLAG between any THOMASTON FEDERAL Entity and any current or former director, but not limited toofficer, or employee thereof, and all provisions for vested benefits payable to SBS Companies' employees under the SouthBanc Shares, Inc. Employee Severance Compensation Plan). Set forth in SBS's Disclosure Letter in reasonable detail are estimates of the payments and benefits due under the employment agreements for Messrs. Wells, Orr, Hall and Visioli. It is intended by NCF and SBS that the procedures and methodologies used in preparing such estimates shall be followed in determining the actual payments or benefits due under such agreements. NCF acknowledges and agrees that the consummation of the transactions contemplated by this Agreement will constitute a change in control for purposes of the employment other vested amounts earned or change in control agreements set forth in SBS's Disclosure Letter. With respect to the employment agreements of Messrs. Xxx and Xxxxxxx, NCF agrees that, SBS and Perpetual Bank may amend the agreements prior to the Effective Time to provide that the payments and benefits due thereunder upon the occurrence of a change in control (as defined in the employment agreements) are due and payable solely by reason of the occurrence of a change in control and without regard to the employment of such individuals with NCF or SBS or any subsidiary thereof after the Effective Time. On or before the Effective Time, SBS shall pay annual bonuses for 2001 pro-rated accrued through the Effective Time and make contributions to under the SBS ESOP in amounts consistent with past practice. Prior to the Effective Time, SBS shall take such action as may be necessary to terminate the Perpetual Bank 401(k) PlanTHOMASTON FEDERAL Benefit Plans.

Employee Benefits and Contracts. (a) Following the Effective Time, ------------------------------- NCF Regions at its election shall either (i) provide generally to officers and employees of AmSouth and its Subsidiaries, who at or after the SBS Companies Effective Time become employees of Regions or its Subsidiaries (“AmSouth Continuing Employees”), employee benefits under employee benefit Compensation and welfare plansBenefit Plans maintained by Regions, on terms and conditions which when taken are the same as a whole are substantially similar to those currently provided by the NCF Companies to their for similarly situated officers and employees. For purposes of determining eligibility to participate in and vesting under such employee benefit and welfare plans, all such officers and employees shall be given full credit for all prior service as officers or employees of Regions and its Subsidiaries, or (ii) maintain for the SBS Companies, and no such officer or employee shall be subject to any waiting period or pre-existing condition limitation pursuant to any NCF health, life or disability insurance plans. Following benefit of the Effective Time and until such time as the former SBS Companies employees commence participation in the NCF Companies employee benefit and welfare plansAmSouth Continuing Employees, the benefits to be provided to the former SBS Companies employees shall be the SBS Companies employee benefit Compensation and welfare that were provided Benefit Plans maintained by SBS to such employees AmSouth immediately prior to the Effective Time. As of the Effective Time, each former SBS Companies employee who continues as an employee of the NCF Companies shall be credited with vacation leave in an amount not less than the amount of unused SBS vacation leave available to such employee on the date immediately preceding the Effective Time. NCF agrees to honor in accordance with their terms all plans, contracts, arrangements, commitments or understandings disclosed in the SBS Disclosure Letter, including with respect to benefits which vest or are otherwise accrued or payable as a result of the consummation of the transactions contemplated by this Agreement (including, but not limited to, benefits payable to SBS Companies' employees under the SouthBanc Shares, Inc. Employee Severance Compensation Plan). Set forth in SBS's Disclosure Letter in reasonable detail are estimates of the payments and benefits due under the employment agreements for Messrs. Wells, Orr, Hall and Visioli. It is intended by NCF and SBS ; provided that the procedures and methodologies used in preparing such estimates shall be followed in determining the actual payments or benefits due under such agreements. NCF acknowledges and agrees that the consummation of the transactions contemplated by this Agreement will constitute a change in control for purposes of the employment or change in control agreements set forth in SBS's Disclosure Letter. With respect to the employment agreements of Messrs. Xxx and Xxxxxxx, NCF agrees that, SBS and Perpetual Bank Regions may amend the agreements any Compensation and Benefit Plan maintained by AmSouth immediately prior to the Effective Time to provide that comply with any Law or as necessary and appropriate for other business reasons. For purposes of this Section 4.15, Compensation and Benefit Plans maintained by Regions or AmSouth are deemed to include Compensation and Benefit Plans maintained by their respective Subsidiaries. As soon as practicable following the payments Effective Time, Regions and benefits due thereunder upon AmSouth shall cooperate in reviewing, evaluating and analyzing the occurrence Regions Compensation and Benefit Plans and the AmSouth Compensation and Benefit Plans with a view towards developing appropriate and effective Compensation and Benefit Plans for employees of a change in control (as defined in the employment agreements) are due Regions and payable solely by reason of the occurrence of a change in control AmSouth and without regard to the employment of such individuals with NCF or SBS or any subsidiary thereof their Subsidiaries after the Effective Time. (b) For purposes of participation, vesting and benefit accrual (except not for purposes of benefit accrual with respect to any plan in which such credit would result in a duplication of benefits) under Regions’s Compensation and Benefit Plans, service with or credited by AmSouth or any of its Subsidiaries shall be treated as service with Regions; provided that this provision shall not cause Regions’s tax-qualified defined benefit pension plan (which is not open to new participants) to be opened to new participants. On To the extent permitted under applicable Law, Regions shall cause welfare Compensation and Benefit Plans maintained by Regions that cover the AmSouth Continuing Employees after the Effective Time to (i) waive any waiting period and restrictions and limitations for preexisting conditions or before insurability (except for pre-existing conditions that were excluded, or restrictions or limitations that were applicable, under welfare Compensation and Benefit Plans maintained by AmSouth), and (ii) cause any deductible, co-insurance, or maximum out-of-pocket payments made by the AmSouth Continuing Employees under welfare Compensation and Benefit Plans maintained by AmSouth to be credited to such Continuing Employees under welfare Compensation and Benefit Plans maintained by Regions, so as to reduce the amount of any deductible, co-insurance, or maximum out-of-pocket payments payable by such AmSouth Continuing Employees under welfare Compensation and Benefit Plans maintained by Regions. (c) Nothing in this Section 4.15 shall be interpreted as preventing Regions, from and after the Effective Time, SBS shall pay annual bonuses for 2001 pro-rated through the Effective Time from amending, modifying or terminating any Compensation and make contributions to the SBS ESOP Benefit Plans maintained by Regions, Compensation and Benefit Plans maintained by AmSouth, or other Contracts, arrangements, commitments or understandings, in amounts consistent accordance with past practice. Prior to the Effective Time, SBS shall take such action as may be necessary to terminate the Perpetual Bank 401(k) Plantheir terms and applicable Law.

Employee Benefits and Contracts. Following the Effective Time, ------------------------------- NCF FLAG shall either (i) continue to provide to officers and employees of the SBS Companies HEART OF GEORGIA Entities employee benefits under HEART OF GEORGIA's existing employee benefit and welfare plans or, (ii) if FLAG shall determine to provide to officers and employees of the HEART OF GEORGIA Entities employee benefits under other employee benefit plans and welfare plans, provide generally to officers and employees of the HEART OF GEORGIA Entities employee benefits under employee benefit and welfare plans, on terms and conditions which when taken as a whole are substantially similar to those currently provided by the NCF Companies FLAG Entities to their similarly situated officers and employees. For purposes of determining eligibility to participate in participation and vesting (but not accrual of benefits) under such FLAG's employee benefit and welfare plans, all such (i) service under any qualified defined benefit plan of HEART OF GEORGIA shall be treated as service under FLAG's defined benefit plan, if any, (ii) service under any qualified defined contribution plans of HEART OF GEORGIA shall be treated as service under FLAG's qualified defined contribution plans, and (iii) service under any other employee benefit plans of HEART OF GEORGIA shall be treated as service under any similar employee benefit plans maintained by FLAG. With respect to officers and employees shall be given full credit for all prior service as officers of the HEART OF GEORGIA Entities who, at or after the Effective Time, become employees of the SBS Companiesa FLAG Entity and who, and no such officer or employee shall be subject to any waiting period or pre-existing condition limitation pursuant to any NCF health, life or disability insurance plans. Following the Effective Time and until such time as the former SBS Companies employees commence participation in the NCF Companies employee benefit and welfare plans, the benefits to be provided to the former SBS Companies employees shall be the SBS Companies employee benefit and welfare that were provided by SBS to such employees immediately prior to the Effective Time. As , are participants in one or more employee welfare benefit plans maintained by the HEART OF GEORGIA Entities, FLAG shall cause each comparable employee welfare benefit plan which is substituted for a HEART OF GEORGIA welfare benefit plan to waive any evidence of the Effective Timeinsurability or similar provision, each former SBS Companies employee who continues as an employee of the NCF Companies shall be credited with vacation leave in an amount not less than the amount of unused SBS vacation leave available to provide credit for such participation prior to such substitution with regard to the application of any pre-existing condition limitation, and to provide credit towards satisfaction of any deductible or out-of-pocket provisions for expenses incurred by such participants during the period prior to such substitution, if any, that overlaps with the then current plan year for each such substituted employee on welfare benefit plans. FLAG also shall cause the date immediately preceding the Effective Time. NCF agrees Surviving Bank and its Subsidiaries to honor in accordance with their terms all plansemployment, contractsseverance, arrangements, commitments or understandings consulting and other compensation Contracts disclosed in the SBS Disclosure Letter, including with respect to benefits which vest or are otherwise accrued or payable as a result Section 8.13 of the consummation of the transactions contemplated by this Agreement (includingHEART OF GEORGIA Disclosure Memorandum to FLAG between any HEART OF GEORGIA Entity and any current or former director, but not limited toofficer, or employee thereof, and all provisions for vested benefits payable to SBS Companies' employees under the SouthBanc Shares, Inc. Employee Severance Compensation Plan). Set forth in SBS's Disclosure Letter in reasonable detail are estimates of the payments and benefits due under the employment agreements for Messrs. Wells, Orr, Hall and Visioli. It is intended by NCF and SBS that the procedures and methodologies used in preparing such estimates shall be followed in determining the actual payments or benefits due under such agreements. NCF acknowledges and agrees that the consummation of the transactions contemplated by this Agreement will constitute a change in control for purposes of the employment other vested amounts earned or change in control agreements set forth in SBS's Disclosure Letter. With respect to the employment agreements of Messrs. Xxx and Xxxxxxx, NCF agrees that, SBS and Perpetual Bank may amend the agreements prior to the Effective Time to provide that the payments and benefits due thereunder upon the occurrence of a change in control (as defined in the employment agreements) are due and payable solely by reason of the occurrence of a change in control and without regard to the employment of such individuals with NCF or SBS or any subsidiary thereof after the Effective Time. On or before the Effective Time, SBS shall pay annual bonuses for 2001 pro-rated accrued through the Effective Time and make contributions to under the SBS ESOP in amounts consistent with past practice. Prior to the Effective Time, SBS shall take such action as may be necessary to terminate the Perpetual Bank 401(k) PlanHEART OF GEORGIA Benefit Plans.

Employee Benefits and Contracts. Following the Effective Time, ------------------------------- NCF FLAG shall either (i) continue to provide to officers and employees of the SBS Companies ABBEVILLE Entities employee benefits under ABBEVILLE's existing employee benefit and welfare plans or, (ii) if FLAG shall determine to provide to officers and employees of the ABBEVILLE Entities employee benefits under other employee benefit plans and welfare plans, provide generally to officers and employees of the ABBEVILLE Entities employee benefits under employee benefit and welfare plans, on terms and conditions which when taken as a whole are substantially similar to those currently provided by the NCF Companies FLAG Entities to their similarly situated officers and employees. For purposes of determining eligibility to participate in participation and vesting (but not accrual of benefits) under such FLAG's employee benefit and welfare plans, all such (i) service under any qualified defined benefit plan of ABBEVILLE shall be treated as service under FLAG's defined benefit plan, if any, (ii) service under any qualified defined contribution plans of ABBEVILLE shall be treated as service under FLAG's qualified defined contribution plans, and (iii) service under any other employee benefit plans of ABBEVILLE shall be treated as service under any similar employee benefit plans maintained by FLAG. With respect to officers and employees shall be given full credit for all prior service as officers of the ABBEVILLE Entities who, at or after the Effective Time, become employees of the SBS Companiesa FLAG Entity and who, and no such officer or employee shall be subject to any waiting period or pre-existing condition limitation pursuant to any NCF health, life or disability insurance plans. Following the Effective Time and until such time as the former SBS Companies employees commence participation in the NCF Companies employee benefit and welfare plans, the benefits to be provided to the former SBS Companies employees shall be the SBS Companies employee benefit and welfare that were provided by SBS to such employees immediately prior to the Effective Time. As , are participants in one or more employee welfare benefit plans maintained by the ABBEVILLE Entities, FLAG shall cause each comparable employee welfare benefit plan which is substituted for an ABBEVILLE welfare benefit plan to waive any evidence of the Effective Timeinsurability or similar provision, each former SBS Companies employee who continues as an employee of the NCF Companies shall be credited with vacation leave in an amount not less than the amount of unused SBS vacation leave available to provide credit for such participation prior to such substitution with regard to the application of any pre-existing condition limitation, and to provide credit towards satisfaction of any deductible or out-of-pocket provisions for expenses incurred by such participants during the period prior to such substitution, if any, that overlaps with the then current plan year for each such substituted employee on welfare benefit plans. FLAG also shall cause the date immediately preceding the Effective Time. NCF agrees Surviving Bank and its Subsidiaries to honor in accordance with their terms all plansemployment, contractsseverance, arrangements, commitments or understandings consulting and other compensation Contracts disclosed in the SBS Disclosure Letter, including with respect to benefits which vest or are otherwise accrued or payable as a result Section 8.13 of the consummation of the transactions contemplated by this Agreement (includingABBEVILLE Disclosure Memorandum to FLAG between any ABBEVILLE Entity and any current or former director, but not limited toofficer, or employee thereof, and all provisions for vested benefits payable to SBS Companies' employees under the SouthBanc Shares, Inc. Employee Severance Compensation Plan). Set forth in SBS's Disclosure Letter in reasonable detail are estimates of the payments and benefits due under the employment agreements for Messrs. Wells, Orr, Hall and Visioli. It is intended by NCF and SBS that the procedures and methodologies used in preparing such estimates shall be followed in determining the actual payments or benefits due under such agreements. NCF acknowledges and agrees that the consummation of the transactions contemplated by this Agreement will constitute a change in control for purposes of the employment other vested amounts earned or change in control agreements set forth in SBS's Disclosure Letter. With respect to the employment agreements of Messrs. Xxx and Xxxxxxx, NCF agrees that, SBS and Perpetual Bank may amend the agreements prior to the Effective Time to provide that the payments and benefits due thereunder upon the occurrence of a change in control (as defined in the employment agreements) are due and payable solely by reason of the occurrence of a change in control and without regard to the employment of such individuals with NCF or SBS or any subsidiary thereof after the Effective Time. On or before the Effective Time, SBS shall pay annual bonuses for 2001 pro-rated accrued through the Effective Time and make contributions to under the SBS ESOP in amounts consistent with past practice. Prior to the Effective Time, SBS shall take such action as may be necessary to terminate the Perpetual Bank 401(k) PlanABBEVILLE Benefit Plans.

Employee Benefits and Contracts. Following the Effective Time, ------------------------------- NCF Buyer shall provide generally to officers and employees of the SBS Companies Republic Companies, who at or after the Effective Time become employees of a Buyer Company ("Continuing Employees"), employee benefits under employee benefit and welfare plansplans (other than stock option or other plans involving the potential issuance of Buyer Common Stock except as set forth in this Section 8.13), on terms and conditions which when taken as a whole are substantially similar to those currently provided by the NCF Buyer Companies to their similarly situated officers and employees. For purposes of determining eligibility to participate in participation and vesting (but not accrual of benefits) under such employee benefit and welfare plans, all such officers and employees (i) service under any qualified defined benefit plans of any Republic Company or any of its predecessors shall be given full credit for all prior treated as service under Buyer's qualified defined benefit plans, (ii) service under any qualified defined contribution plans of any Republic Company or any of its predecessors shall be treated as officers or employees of the SBS Companiesservice under Buyer's qualified defined contribution plans, and no such officer (iii) service under any other employee benefit plans of any Republic Company or employee any of its predecessors shall be subject treated as service under any similar employee benefit plans maintained by Buyer. Buyer shall cause the Buyer welfare benefit plans that cover the Continuing Employees after the Effective Time to (i) waive any waiting period and restrictions and limitations for preexisting conditions or insurability (except for pre-existing condition limitation pursuant conditions that were excluded under Republic's welfare benefit plans), and (ii) cause any deductible, co-insurance, or maximum out-of-pocket payments made by the Continuing Employees under Republic's welfare benefit plans to be credited to such Continuing Employees under the Buyer welfare benefit plans, so as to reduce the amount of any NCF healthdeductible, life co-insurance, or disability insurance maximum out-of-pocket payments payable by the Continuing Employees under the Buyer welfare benefit plans. Following The continued coverage of the Effective Time and until such time as Continuing Employees under the former SBS Companies employees commence participation in the NCF Companies employee benefit and welfare plans, the benefits to be provided to the former SBS Companies employees shall be the SBS Companies employee benefit and welfare that were provided plans maintained by SBS to such employees Republic and/or any Republic Subsidiary immediately prior to the Effective TimeTime during a transition period shall be deemed to provide the Continuing Employees with benefits that are no less favorable than those offered to other employees of Buyer and its Subsidiaries, provided that after the Effective Time there is no Material reduction (determined on an overall basis) in the benefits provided under the Republic employee benefit plans. As Buyer shall and shall cause Republic and its Subsidiaries to honor all employment, severance, consulting, and other compensation Contracts disclosed in Sections 7.2 or 8.13 of the Republic Disclosure Memorandum to Buyer between any Republic Company and any current or former director, officer, or employee thereof, and all provisions for vested benefits or other vested amounts earned or accrued through the Effective TimeTime under the Republic Benefit Plans. Except as expressly provided in this Section 8.13, each former SBS Companies nothing contained herein shall in any way limit or restrict the ability of Buyer to amend, modify, or terminate any employee who continues as an employee of the NCF Companies shall be credited with vacation leave in an amount not less than the amount of unused SBS vacation leave available to such employee on the date immediately preceding benefit plan, including any Republic Benefit Plan, following the Effective Time. NCF agrees Buyer shall be responsible for the fees related to honor in accordance with their terms all plans, contracts, arrangements, commitments or understandings disclosed in the SBS Disclosure Letter, including with respect to benefits which vest or are otherwise accrued or payable as a result termination of the consummation of the transactions contemplated by this Agreement (including, but not limited to, benefits payable to SBS Companies' employees under the SouthBanc Shares, Inc. Employee Severance Compensation Plan). Set forth in SBS's Disclosure Letter in reasonable detail are estimates of the payments and benefits due under the employment agreements for Messrs. Wells, Orr, Hall and Visioli. It is intended by NCF and SBS that the procedures and methodologies used in preparing such estimates shall be followed in determining the actual payments or benefits due under such agreements. NCF acknowledges and agrees that the consummation of the transactions contemplated by this Agreement will constitute a change in control for purposes of the employment or change in control agreements set forth in SBS's Disclosure Letter. With respect to the employment agreements of Messrs. Xxx and Xxxxxxx, NCF agrees that, SBS and Perpetual Bank may amend the agreements prior to the Effective Time to provide that the payments and benefits due thereunder upon the occurrence of a change in control (as defined in the employment agreements) are due and payable solely by reason of the occurrence of a change in control and without regard to the employment of such individuals with NCF or SBS or any subsidiary thereof after the Effective Time. On or before the Effective Time, SBS shall pay annual bonuses for 2001 pro-rated through the Effective Time and make contributions to the SBS ESOP in amounts consistent with past practice. Prior to the Effective Time, SBS shall take such action as may be necessary to terminate the Perpetual Bank 401(k) PlanRepublic Benefit Plans.

Employee Benefits and Contracts. Following the Effective Time, ------------------------------- NCF but in no event earlier than the consolidation of Magna's depository institution Subsidiaries with UPC's depository institution Subsidiaries, UPC shall provide to officers and employees of the SBS Magna Companies (the "Continuing Employees"), employee benefits under employee benefit and welfare plans, plans on terms and conditions which when taken as a whole are substantially similar to those currently provided by the NCF UPC Companies to their similarly situated officers and employees. For purposes of determining eligibility to participate in participation, vesting, and vesting benefit accruals (but not accrual of benefits under UPC's tax-qualified retirement plans) under such employee benefit and welfare plans, all such officers and employees (i) service under any qualified defined benefit or contribution plans of Magna shall be given full credit for all prior treated as service as officers under UPC's qualified defined benefit or employees contribution plans and (ii) service under any other employee benefit plans of the SBS Companies, and no such officer or employee Magna shall be subject treated as service under any similar employee benefit plans maintained by UPC. UPC shall cause the UPC welfare benefit plans that cover the Continuing Employees after the Effective Time to (i) waive any waiting period and restrictions and limitations for preexisting conditions or preinsurability and (ii) cause any deductible, co-existing condition limitation pursuant insurance, or maximum out-of-pocket payments made by the Continuing Employees under Magna's welfare benefit plans to be credited to such Continuing Employees under the UPC welfare benefit plans, so as to reduce the amount of any NCF healthdeductible, life co-insurance, or disability insurance maximum out-of-pocket payments payable by the Continuing Employees under the UPC welfare benefit plans. Following Prior to the Effective Time and until such time as commencement of the former SBS Companies employees commence Continuing Employee's participation in the NCF Companies UPC employee benefit plans and welfare plansprograms, the benefits to be provided to benefit coverage of, and participation in benefit plans by, the former SBS Companies employees Continuing Employees shall be continue under the SBS Companies employee benefit and welfare that were provided by SBS to such employees Magna Benefit Plans, as in effect immediately prior to the Effective Time. As During such transition period, the coverage under and participation in the Magna Benefit Plans shall be deemed to provide the Continuing Employees with benefits that are no less favorable than those offered to other employees of UPC and its Subsidiaries. Except as expressly provided in the Supplemental Letter, UPC also shall cause Magna and its Subsidiaries to honor all employment, severance, consulting, and other compensation Contracts disclosed in Section 8.14 of the Effective TimeMagna Disclosure Memorandum to UPC between any Magna Company and any current or former director, each former SBS Companies officer, independent contractor, or employee who continues as an employee thereof, and all provisions of the NCF Companies shall be credited with vacation leave in an amount not less than the amount of unused SBS vacation leave available to such employee on the date immediately preceding the Effective Time. NCF agrees to honor in accordance with their terms all plans, contracts, arrangements, commitments or understandings disclosed in the SBS Disclosure Letter, including with respect to benefits which vest or are otherwise accrued or payable as a result of the consummation of the transactions contemplated by this Agreement (including, but not limited to, benefits payable to SBS Companies' employees under the SouthBanc Shares, Inc. Employee Severance Compensation Plan). Set forth in SBS's Disclosure Letter in reasonable detail are estimates of the payments and benefits due under the employment agreements for Messrs. Wells, Orr, Hall and Visioli. It is intended by NCF and SBS that the procedures and methodologies used in preparing such estimates shall be followed in determining the actual payments or benefits due under such agreements. NCF acknowledges and agrees that the consummation of the transactions contemplated by this Agreement will constitute a change in control for purposes of the employment or change in control agreements set forth in SBS's Disclosure Letter. With respect to the employment agreements of Messrs. Xxx and Xxxxxxx, NCF agrees that, SBS and Perpetual Bank may amend the agreements prior to the Effective Time to provide that the payments and benefits due thereunder upon the occurrence of a change in control (as defined in the employment agreements) are due and payable solely by reason of the occurrence of a change in control and without regard to the employment of such individuals with NCF or SBS or any subsidiary thereof after the Effective Time. On or before the Effective Time, SBS shall pay annual bonuses for 2001 pro-rated through the Effective Time and make contributions to the SBS ESOP in amounts consistent with past practice. Prior to the Effective Time, SBS shall take such action as may be necessary to terminate the Perpetual Bank 401(k) PlanMagna Benefit Plans.

Employee Benefits and Contracts. (a) Following the Effective Time, ------------------------------- NCF except as otherwise provided in this Section 8.15, Acquiror shall provide generally to officers and employees of the SBS BFC Companies employee benefits under employee benefit and welfare plansplans (other than stock option or other plans involving the potential issuance of Acquiror Common Stock), on terms and conditions which when taken as a whole are substantially similar to those currently provided by the NCF Acquiror Companies to their similarly situated officers and employees. For purposes ; provided, that, for a period of determining eligibility to participate in and vesting under such employee benefit and welfare plans, all such officers and employees shall be given full credit for all prior service as officers or employees of the SBS Companies, and no such officer or employee shall be subject to any waiting period or pre-existing condition limitation pursuant to any NCF health, life or disability insurance plans. Following the Effective Time and until such time as the former SBS Companies employees commence participation in the NCF Companies employee benefit and welfare plans, the benefits to be provided to the former SBS Companies employees shall be the SBS Companies employee benefit and welfare that were provided by SBS to such employees immediately prior to the Effective Time. As of 12 months after the Effective Time, each former SBS Acquiror shall provide generally to officers and employees of BFC Companies employee who continues severance benefits in accordance with the policies of either (i) BFC as an employee disclosed in Section 8.13 of the NCF Companies BFC Disclosure Memorandum, or (ii) Acquiror, whichever of (i) or (ii) will provide the greater benefit to the officer or employee. Acquiror also shall be credited with vacation leave in an amount not less than cause the amount of unused SBS vacation leave available to such employee on the date immediately preceding the Effective Time. NCF agrees Surviving Corporation and its Subsidiaries to honor in accordance with their terms all employment, severance, consulting and other compensation Contracts disclosed in Section 8.13 of the BFC Disclosure Memorandum to Acquiror between any BFC Company and any current or former director, officer, or employee thereof, and all provisions for vested benefits or other vested amounts earned or accrued through the Effective Time under the BFC Benefit Plans. The parties acknowledge that nothing in this Agreement shall be construed as constituting an employment agreement between Acquiror or any of its Affiliates and any officer or employee of any BFC Company or an obligation on the part of Acquiror or any of its Affiliates to employ any such officers or employees. (b) The parties agree that appropriate steps shall be taken to terminate all employee benefit plans of BFC other than the Retirement Plan and Trust of Bankers First Corporation (the "BFC Retirement Plan") and the Bankers First Corporation Employee Stock Ownership Plan (the "ESOP"), as of the Effective Time or as promptly as practicable thereafter. Following the termination of all such plans (other than the BFC Retirement Plan and ESOP), and subject to Section 8.13(c) hereof, Acquiror agrees that the officers and employees of any BFC Company who the Surviving Corporation or its Subsidiaries employs shall be eligible to participate in Acquiror's employee benefit plans, contractsincluding welfare and fringe benefit plans on the same basis as and subject to the same conditions as are applicable to any newly-hired employee of Acquiror; provided, arrangements, commitments or understandings disclosed in the SBS Disclosure Letter, including that: (i) with respect to benefits which vest Acquiror's group medical insurance plan, Acquiror shall credit each such employee for eligible expenses incurred by such employee and his or are otherwise accrued or payable as a result of her dependents (if applicable) under BFC's group medical insurance plan during the consummation of the transactions contemplated by this Agreement (including, but not limited to, benefits payable to SBS Companies' employees under the SouthBanc Shares, Inc. Employee Severance Compensation Plan). Set forth in SBS's Disclosure Letter in reasonable detail are estimates of the payments and benefits due under the employment agreements for Messrs. Wells, Orr, Hall and Visioli. It is intended by NCF and SBS that the procedures and methodologies used in preparing such estimates shall be followed in determining the actual payments or benefits due under such agreements. NCF acknowledges and agrees that the consummation of the transactions contemplated by this Agreement will constitute a change in control current calendar year for purposes of satisfying the employment or change in control agreements set forth in SBSdeductible provisions under Acquiror's Disclosure Letter. With respect to the employment agreements of Messrs. Xxx plan for such current year, and Xxxxxxx, NCF agrees that, SBS and Perpetual Bank may amend the agreements Acquiror shall waive all waiting periods under said plans for pre-existing conditions; and (ii) credit for each such employee's past service with BFC Companies prior to the Effective Time ("Past Service Credit") shall be given by Acquiror to provide employees for purposes of: (1) determining vacation and sick leave benefits and accruals, in accordance with the established policies of Acquiror; (2) establishing eligibility for participation in and vesting under Acquiror's employee benefit plans (including welfare and fringe benefit plans), and for purposes of determining the scheduling of vacations and other determinations which are based on length of service; provided, however, notwithstanding anything contained in this Agreement to the contrary, Past Service Credit shall not be given to any such employee for purposes of establishing eligibility for participation in the 1990 Discounted Stock Plan of Acquiror. (c) The parties further agree that the payments and benefits due thereunder upon BFC Retirement Plan will either be (i) merged into the occurrence of a change in control SouthTrust Corporation Revised Retirement Income Plan (the "ST Retirement Plan") or (ii) terminated as defined in the employment agreements) are due and payable solely by reason of the occurrence of a change in control and without regard to the employment of such individuals with NCF date prior to, on or SBS or any subsidiary thereof after the Effective Time, all as Acquiror shall determine and specify. On Prior to any such merger or before termination, the BFC Retirment Plan shall be amended so that the actuarial value of the benefits payable, determined on a termination basis, equals the fair market value of the assets of the BFC Retirement Plan immediately prior to such merger or termination. The determination as to whether the BFC Retirement Plan shall terminated or merged into the ST Retirement Plan shall be made by Acquiror. From and after (i) January 1 following the termination of the BFC Retirement Plan or (ii) the merger of the BFC Retirement Plan into the ST Retirement Plan, for purposes of determining eligibility to participate in, and vesting in accrued benefits under both the ST Retirement Plan and the SouthTrust Corporation Employee's Profit Sharing Plan (the "ST PS Plan"), employment by BFC Companies shall be credited as if it were employment by Acquiror, except to the extent otherwise required by applicable Law, but such service shall not be credited for purposes of determining benefit accrual under the ST Retirement Plan. (d) The ESOP as amended to the extent, if any, necessary to obtain such a determination letter from the Internal Revenue Service, shall be terminated as of such date prior to, on, or after the Effective Time, SBS as Acquiror and BFC shall pay annual bonuses for 2001 pro-rated through mutually determine and specify. Distributions shall be made from the Effective Time ESOP in accordance with the terms and make contributions provisions of the ESOP prior to receipt from the Internal Revenue Service of a favorable determination letter with respect to the SBS ESOP in amounts consistent with past practice. Prior effect of such termination upon the qualified status of the ESOP; subject, however, to the Effective Time, SBS shall take trustee's right to retain such action amounts as it reasonably deems appropriate as a reserve for any Taxes which may be necessary to terminate imposed against the Perpetual Bank 401(k) PlanESOP.

Employee Benefits and Contracts. Following the Effective Time, ------------------------------- NCF Regions shall provide generally to officers and employees of the SBS Companies Park Meridian Companies, who at or after the Effective Time become employees of a Regions Company ("Continuing Employees"), employee benefits under employee benefit and welfare plansplans (other than stock option or other plans involving the potential issuance of Regions Common Stock except as set forth in this Section 8.10), on terms and conditions which when taken as a whole are substantially similar to those currently provided by the NCF Regions Companies to their similarly situated officers and employees. For purposes of determining eligibility to participate in participation and vesting (but not accrual of benefits) under such employee benefit and welfare plans, all such officers and employees (i) service under any qualified defined benefit plans of Park Meridian shall be given full credit for all prior treated as service under Regions' qualified defined benefit plans, (ii) service under any qualified defined contribution plans of Park Meridian shall be treated as officers or employees of the SBS Companiesservice under Regions' qualified defined contribution plans, and no such officer or (iii) service under any other employee benefit plans of Park Meridian shall be subject treated as service under any similar employee benefit plans maintained by Regions. Regions shall cause the Regions welfare benefit plans that cover the Continuing Employees after the Effective Time to (a) waive any waiting period and restrictions and limitations for preexisting conditions or preinsurability, and (b) cause any deductible, co-existing condition limitation pursuant insurance, or maximum out-of-pocket payments made by the Continuing Employees under Park Meridian's welfare benefit plans to be credited to such Continuing Employees under the Regions welfare benefit plans, so as to reduce the amount of any NCF healthdeductible, life co-insurance, or disability insurance maximum out-of-pocket payments payable by the Continuing Employees under the Regions welfare benefit plans. Following The continued coverage of the Effective Time and until such time as Continuing Employees under the former SBS Companies employees commence participation in the NCF Companies employee benefit and welfare plans, the benefits to be provided to the former SBS Companies employees shall be the SBS Companies employee benefit and welfare that were provided plans maintained by SBS to such employees Park Meridian and/or any Park Meridian Subsidiary immediately prior to the Effective Time. As of the Effective Time, each former SBS Companies employee who continues as an employee of the NCF Companies Time during a transition period shall be credited deemed to provide the Continuing Employees with vacation leave in an amount not benefits that are no less favorable than the amount those offered to other employees of unused SBS vacation leave available to such employee on the date immediately preceding the Effective Time. NCF agrees to honor in accordance with their terms all plansRegions and its Subsidiaries, contracts, arrangements, commitments or understandings disclosed in the SBS Disclosure Letter, including with respect to benefits which vest or are otherwise accrued or payable as a result of the consummation of the transactions contemplated by this Agreement (including, but not limited to, benefits payable to SBS Companies' employees under the SouthBanc Shares, Inc. Employee Severance Compensation Plan). Set forth in SBS's Disclosure Letter in reasonable detail are estimates of the payments and benefits due under the employment agreements for Messrs. Wells, Orr, Hall and Visioli. It is intended by NCF and SBS provided that the procedures and methodologies used in preparing such estimates shall be followed in determining the actual payments or benefits due under such agreements. NCF acknowledges and agrees that the consummation of the transactions contemplated by this Agreement will constitute a change in control for purposes of the employment or change in control agreements set forth in SBS's Disclosure Letter. With respect to the employment agreements of Messrs. Xxx and Xxxxxxx, NCF agrees that, SBS and Perpetual Bank may amend the agreements prior to after the Effective Time to provide that the payments and benefits due thereunder upon the occurrence of a change in control there is no Material reduction (as defined determined on an overall basis) in the employment agreements) are due benefits provided under the Park Meridian employee benefit plans. Regions also shall cause Park Meridian and payable solely by reason its Subsidiaries to honor all employment, severance, consulting, and other compensation Contracts disclosed in Section 8.10 of the occurrence of a change in control Park Meridian Disclosure Memorandum to Regions between any Park Meridian Company and without regard to the employment of such individuals with NCF any current or SBS former director, officer, or any subsidiary thereof after the Effective Time. On employee thereof, and all provisions for vested benefits or before the Effective Time, SBS shall pay annual bonuses for 2001 pro-rated other vested amounts earned or accrued through the Effective Time and make contributions under the Park Meridian Benefit Plans. Regions shall be responsible for the fees related to the SBS ESOP in amounts consistent with past practice. Prior to termination of the Effective Time, SBS shall take such action as may be necessary to terminate the Perpetual Bank 401(k) PlanPark Meridian Benefit Plans.

Employee Benefits and Contracts. Following the Effective Time, ------------------------------- NCF but in no event earlier than the consolidation of Ambanc's depository institution Subsidiaries with UPC's depository institution Subsidiaries, UPC shall provide to officers and employees of the SBS Ambanc Companies (the "Continuing Employees"), employee benefits under employee benefit and welfare plans, plans on terms and conditions which when taken as a whole are substantially similar to those currently provided by the NCF UPC Companies to their similarly situated officers and employees. For purposes of determining eligibility to participate in participation, vesting, and vesting benefit accruals (but not accrual of benefits under UPC's tax-qualified retirement plans) under such employee benefit and welfare plans, all such officers and employees (i) service under any qualified defined benefit or contribution plans of Ambanc shall be given full credit for all prior treated as service as officers under UPC's qualified defined benefit or employees contribution plans and (ii) service under any other employee benefit plans of the SBS Companies, and no such officer or employee Ambanc shall be subject treated as service under any similar employee benefit plans maintained by UPC. UPC shall cause the UPC welfare benefit plans that cover the Continuing Employees after the Effective Time to (i) waive any waiting period and restrictions and limitations for preexisting conditions or preinsurability and (ii) cause any deductible, co-existing condition limitation pursuant insurance, or maximum out-of-pocket payments made by the Continuing Employees under Ambanc's welfare benefit plans to be credited to such Continuing Employees under the UPC welfare benefit plans, so as to reduce the amount of any NCF healthdeductible, life co-insurance, or disability insurance maximum out-of-pocket payments payable by the Continuing Employees under the UPC welfare benefit plans. Following Prior to the Effective Time and until such time as commencement of the former SBS Companies employees commence Continuing Employee's participation in the NCF Companies UPC employee benefit plans and welfare plansprograms, the benefits to be provided to benefit coverage of, and participation in benefit plans by, the former SBS Companies employees Continuing Employees shall be continue under the SBS Companies employee benefit and welfare that were provided by SBS to such employees Ambanc Benefit Plans, as in effect immediately prior to the Effective Time. As During such transition period, the coverage under and participation in the Ambanc Benefit Plans shall be deemed to provide the Continuing Employees with benefits that are no less favorable than those offered to other employees of UPC and its Subsidiaries. Except as expressly provided in the Supplemental Letter, UPC also shall cause Ambanc and its Subsidiaries to honor all employment, severance, consulting, and other compensation Contracts disclosed in Section 8.13 of the Effective TimeAmbanc Disclosure Memorandum to UPC between any Ambanc Company and any current or former director, each former SBS Companies officer, independent contractor, or employee who continues as an employee thereof, and all provisions of the NCF Companies shall be credited with vacation leave in an amount not less than the amount of unused SBS vacation leave available to such employee on the date immediately preceding the Effective Time. NCF agrees to honor in accordance with their terms all plans, contracts, arrangements, commitments or understandings disclosed in the SBS Disclosure Letter, including with respect to benefits which vest or are otherwise accrued or payable as a result of the consummation of the transactions contemplated by this Agreement (including, but not limited to, benefits payable to SBS Companies' employees under the SouthBanc Shares, Inc. Employee Severance Compensation Plan). Set forth in SBS's Disclosure Letter in reasonable detail are estimates of the payments and benefits due under the employment agreements for Messrs. Wells, Orr, Hall and Visioli. It is intended by NCF and SBS that the procedures and methodologies used in preparing such estimates shall be followed in determining the actual payments or benefits due under such agreements. NCF acknowledges and agrees that the consummation of the transactions contemplated by this Agreement will constitute a change in control for purposes of the employment or change in control agreements set forth in SBS's Disclosure Letter. With respect to the employment agreements of Messrs. Xxx and Xxxxxxx, NCF agrees that, SBS and Perpetual Bank may amend the agreements prior to the Effective Time to provide that the payments and benefits due thereunder upon the occurrence of a change in control (as defined in the employment agreements) are due and payable solely by reason of the occurrence of a change in control and without regard to the employment of such individuals with NCF or SBS or any subsidiary thereof after the Effective Time. On or before the Effective Time, SBS shall pay annual bonuses for 2001 pro-rated through the Effective Time and make contributions to the SBS ESOP in amounts consistent with past practice. Prior to the Effective Time, SBS shall take such action as may be necessary to terminate the Perpetual Bank 401(k) PlanAmbanc Benefit Plans.

Employee Benefits and Contracts. Following the Effective Time, ------------------------------- NCF but in no event earlier than the consolidation of FCC's depository institution Subsidiaries with Regions' depository institution Subsidiaries, Regions shall provide generally to officers and employees of the SBS Companies FCC Companies, who at or after the Effective Time become employees of a Regions Company (the "Continuing Employees"), employee benefits under employee benefit and welfare plans, plans on terms and conditions which when taken as a whole are substantially similar to those currently provided by the NCF Regions Companies to their similarly situated officers and employees. For purposes of determining eligibility to participate in participation and vesting (but not accrual of benefits) under such employee benefit and welfare plans, all such officers and employees (i) service under any qualified defined benefit plans of FCC shall be given full credit for all prior treated as service under Regions' qualified defined benefit plans, (ii) service under any qualified defined contribution plans of FCC shall be treated as officers or employees of the SBS Companiesservice under Regions' qualified defined contribution plans, and no such officer or (iii) service under any other employee benefit plans of FCC shall be subject treated as service under any similar employee benefit plans maintained by Regions. Regions shall cause the Regions welfare benefit plans that cover the Continuing Employees after the Effective Time to (i) waive any waiting period and restrictions and limitations for preexisting conditions or preinsurability, and (ii) cause any deductible, co-existing condition limitation pursuant insurance, or maximum out-of-pocket payments made by the Continuing Employees under FCC's welfare benefit plans to be credited to such Continuing Employees under the Regions welfare benefit plans, so as to reduce the amount of any NCF healthdeductible, life co-insurance, or disability insurance maximum out-of-pocket payments payable by the Continuing Employees under the Regions welfare benefit plans. Following The continued coverage of the Effective Time and until such time as Continuing Employees under the former SBS Companies employees commence participation in the NCF Companies employee benefit and welfare plans, the benefits to be provided to the former SBS Companies employees shall be the SBS Companies employee benefit and welfare that were provided plans maintained by SBS to such employees FCC and/or any FCC Subsidiary immediately prior to the Effective Time. As of the Effective Time, each former SBS Companies employee who continues as an employee of the NCF Companies Time during a transition period shall be credited deemed to provide the Continuing Employees with vacation leave in an amount not benefits that are no less favorable than the amount those offered to other employees of unused SBS vacation leave available to such employee on the date immediately preceding the Effective Time. NCF agrees to honor in accordance with their terms all plansRegions and its Subsidiaries, contracts, arrangements, commitments or understandings disclosed in the SBS Disclosure Letter, including with respect to benefits which vest or are otherwise accrued or payable as a result of the consummation of the transactions contemplated by this Agreement (including, but not limited to, benefits payable to SBS Companies' employees under the SouthBanc Shares, Inc. Employee Severance Compensation Plan). Set forth in SBS's Disclosure Letter in reasonable detail are estimates of the payments and benefits due under the employment agreements for Messrs. Wells, Orr, Hall and Visioli. It is intended by NCF and SBS provided that the procedures and methodologies used in preparing such estimates shall be followed in determining the actual payments or benefits due under such agreements. NCF acknowledges and agrees that the consummation of the transactions contemplated by this Agreement will constitute a change in control for purposes of the employment or change in control agreements set forth in SBS's Disclosure Letter. With respect to the employment agreements of Messrs. Xxx and Xxxxxxx, NCF agrees that, SBS and Perpetual Bank may amend the agreements prior to after the Effective Time to provide that the payments and benefits due thereunder upon the occurrence of a change in control there is no Material reduction (as defined determined on an overall basis) in the employment agreements) are due benefits provided under the FCC employee benefit plans. Except as expressly provided in the Supplemental Letter, Regions also shall cause FCC and payable solely by reason its Subsidiaries to honor all employment, severance, consulting, and other compensation Contracts disclosed in Section 8.14 of the occurrence FCC Disclosure Memorandum to Regions between any FCC Company and any current or former director, officer, or employee thereof, and all provisions of a change in control and without regard the FCC Benefit Plans. To the extent that Regions has agreed to cause FCC or the employment of such individuals with NCF or SBS or any subsidiary thereof after the Effective Time. On or before the Effective Time, SBS shall pay annual bonuses for 2001 pro-rated through the Effective Time and make contributions to the SBS ESOP in amounts consistent with past practice. Prior to the Effective Time, SBS shall take such action as may be necessary to terminate the Perpetual Bank 401(k) Plan.appropriate FCC

Employee Benefits and Contracts. (a) Following the Effective Time, ------------------------------- NCF CBAC shall provide generally to officers and employees of the SBS Companies BOE Entities employee benefits under employee benefit and welfare plansplans (other than stock option or other plans involving the potential issuance of CBAC Common Stock), including CBAC’s severance plan, on terms and conditions which when taken as a whole are substantially similar comparable to or better than those currently then provided by the NCF Companies BOE Entities to their similarly situated officers and employees. For purposes of determining eligibility participation, vesting and benefit accrual under any of CBAC’s employee benefit plans, whether new or existing, the service of the employees of the BOE Entities prior to participate the Effective Time shall be treated as service with a CBAC Entity participating in and vesting under such employee benefit plans. (b) Upon the execution of this Agreement, each of BOE’s directors and welfare plansexecutive officers shall execute and deliver to CBAC a Support Agreement in the form attached to this Agreement as Exhibit E. (c) CBAC will enter into employment agreements, all such officers and employees shall be given full credit for all prior service which will become effective as officers or employees of the SBS CompaniesEffective Time, with Xxxxxx X. Longest, Jr. and Xxxxx X. Xxxxxx in a form substantially similar to the forms attached hereto as Exhibit F-1 and Exhibit F-2, respectively, and with Xxxxx X. Xxxxx in a form to be mutually agreed upon after the execution of this Agreement. CBAC will also enter into change of control agreements, which will become effective as of the Effective Time, with the individuals listed on Exhibit C and Exhibit D that will provide certain severance payments and benefits in the event of a termination of employment under certain circumstances following a change of control of CBAC, which agreements will include terms and conditions that are no less favorable to such officer individuals than their existing change of control agreements with BOE or employee TFC, as applicable Upon execution of this Agreement, Xxxxxxxxx X. Xxxxxxx, Xx. shall be subject have entered into a Retention Agreement with CBAC in the form attached to any waiting period or pre-existing condition limitation pursuant this Agreement as Exhibit G and each of the other members of the Board of Directors of the Surviving Corporation designated by BOE shall have executed and delivered to any NCF health, life or disability insurance plans. Following CBAC a Retention Agreement in the form attached hereto as Exhibit H. These agreements shall become effective at the Effective Time and until shall replace any existing employment agreements between these persons and BOE or the Bank, which shall terminate and have no further force or effect. (d) BOE has disclosed in Section 8.9(d) of the BOE Disclosure Memorandum each Person whom it reasonably believes may be deemed an “affiliate” of BOE for purposes of Rule 145 under the Securities Act, which Persons are set forth in Exhibit X. XXX shall use its reasonable efforts to cause each such time as the former SBS Companies employees commence participation in the NCF Companies employee benefit and welfare plans, the benefits Person to be provided deliver to the former SBS Companies employees shall be the SBS Companies employee benefit and welfare that were provided by SBS to such employees immediately CBAC not later than 30 days prior to the Effective Time, a written agreement, in substantially the form of Exhibit J, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of BOE Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer or otherwise dispose of the shares of CBAC Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the Securities Act and the rules and regulations thereunder (and CBAC shall be entitled to place restrictive legends upon certificates for shares of CBAC Common Stock issued to affiliates of BOE pursuant to this Agreement to enforce the provisions of this Section 8.9). As CBAC shall not be required to maintain the effectiveness of the Registration Statement under the Securities Act of the purposes of resale of CBAC Common Stock by such affiliates. (e) The Surviving Corporation will, as of and after the Effective Time, each assume and honor all employment agreements, severance agreements and deferred compensation agreements that any BOE Entity may have with its current and former SBS Companies employee who continues as an employee of the NCF Companies shall be credited with vacation leave in an amount not less than the amount of unused SBS vacation leave available to such employee on the date immediately preceding the Effective Time. NCF agrees to honor in accordance with their terms all plans, contracts, arrangements, commitments or understandings disclosed in the SBS Disclosure Letter, including with respect to benefits officers and directors and which vest or are otherwise accrued or payable as a result of the consummation of the transactions contemplated by this Agreement (including, but not limited to, benefits payable to SBS Companies' employees under the SouthBanc Shares, Inc. Employee Severance Compensation Plan). Set forth in SBS's Disclosure Letter in reasonable detail are estimates of the payments and benefits due under the employment agreements for Messrs. Wells, Orr, Hall and Visioli. It is intended by NCF and SBS that the procedures and methodologies used in preparing such estimates shall be followed in determining the actual payments or benefits due under such agreements. NCF acknowledges and agrees that the consummation of the transactions contemplated by this Agreement will constitute a change in control for purposes of the employment or change in control agreements set forth in SBS's Section 8.9(e) of the BOE Disclosure Letter. With respect Memorandum, except to the employment extent any such agreements of Messrs. Xxx and Xxxxxxx, NCF agrees that, SBS and Perpetual Bank may amend the agreements prior to the Effective Time to provide that the payments and benefits due thereunder upon the occurrence of a change in control (as defined in the employment agreements) are due and payable solely by reason of the occurrence of a change in control and without regard to the employment of such individuals with NCF shall be superseded on or SBS or any subsidiary thereof after the Effective Time. On or before the Effective Time, SBS shall pay annual bonuses for 2001 pro-rated through the Effective Time and make contributions to the SBS ESOP in amounts consistent with past practice. Prior to the Effective Time, SBS shall take such action as may be necessary to terminate the Perpetual Bank 401(k) Plan.

Employee Benefits and Contracts. Following (a) Except as set forth in this Agreement, including Section 8.13, following the Effective Time, ------------------------------- NCF Huntington shall provide to officers and employees of the SBS Companies Citi-Bancshares employee benefits under employee benefit and welfare plans, incentive plans and stock option and other plans involving the potential issuance of Huntington Common Stock, on terms and conditions which when taken as a whole are substantially similar to those currently provided generally by the NCF Companies Huntington and its Affiliates to their similarly situated officers and employees. For purposes of determining eligibility to participate in participation and vesting under such employee benefit and welfare plans, all such officers and employees shall be given full credit for all prior the service as officers or of the employees of the SBS Companies, and no such officer or employee shall be subject to any waiting period or preCiti-existing condition limitation pursuant to any NCF health, life or disability insurance plans. Following the Effective Time and until such time as the former SBS Bancshares Companies employees commence participation in the NCF Companies employee benefit and welfare plans, the benefits to be provided to the former SBS Companies employees shall be the SBS Companies employee benefit and welfare that were provided by SBS to such employees immediately prior to the Effective Time. As of the Effective Time, each former SBS Companies employee who continues as an employee of the NCF Companies shall be credited with vacation leave in an amount not less than the amount of unused SBS vacation leave available to such employee on the date immediately preceding the Effective Time. NCF agrees to honor in accordance with their terms all plans, contracts, arrangements, commitments or understandings disclosed in the SBS Disclosure Letter, including with respect to benefits which vest or are otherwise accrued or payable as a result of the consummation of the transactions contemplated by this Agreement (including, but not limited to, benefits payable to SBS Companies' employees under the SouthBanc Shares, Inc. Employee Severance Compensation Plan). Set forth in SBS's Disclosure Letter in reasonable detail are estimates of the payments and benefits due under the employment agreements for Messrs. Wells, Orr, Hall and Visioli. It is intended by NCF and SBS that the procedures and methodologies used in preparing such estimates shall be followed in determining the actual payments or benefits due under such agreements. NCF acknowledges and agrees that the consummation of the transactions contemplated by this Agreement will constitute a change in control for purposes of the employment or change in control agreements set forth in SBS's Disclosure Letter. With respect to the employment agreements of Messrs. Xxx and Xxxxxxx, NCF agrees that, SBS and Perpetual Bank may amend the agreements prior to the Effective Time to provide that the payments shall be treated as service with a Huntington Company participating in such employee benefit plans. Furthermore, officers and benefits due thereunder employees of Citi-Bancshares Companies (and their spouses and dependents, if applicable) may, upon the occurrence cessation of their participation in a Citi-Bancshares Benefit Plan, immediately participate in the corresponding Benefit Plan maintained by Huntington without regard to pre-existing conditions or waiting periods and all claims paid under a Citi-Bancshares Benefit Plan shall be counted under a Huntington Benefit Plan for purposes of annual deductibles and annual out of pocket expenses. Benefit accruals under any Huntington defined benefit pension plan ("Huntington Plan") will not be offset by benefit accruals under the "Citizens National Bank of Leesburg Defined Benefit Pension Plan (the "Pension Plan"); however, in the event the Pension Plan merges with the Huntington Plan, and if benefit accruals under the Pension Plan cease, the Huntington Plan will provide future benefit accruals under the Huntington Plan that are no less than those benefits that would accrue assuming the Huntington Plan implements a "fresh start formula without wear away" (as described in Treasury Regulation Section 1.401(a)(4)-13(c)(4)(i)). To the extent a participant has a vested benefit or other vested amount earned or accrued through the Effective Time under a Citi-Bancshares Benefit Plans, Huntington agrees to pay such benefits in accordance with the terms of such Citi-Bancshares Benefit Plans; provided, however, that (i) with respect to the Citizens National Bank of Leesburg Profit Sharing Plan & Trust and the Pension Plan (other than death benefits and interest rates as set forth below), compliance with section 411(d)(6) of the Code will constitute satisfaction of the requirements of this sentence; (ii) with respect to a participant's accrued benefit under the Pension Plan, Huntington agrees, for twenty-four months following the Effective Time (to the extent permitted by applicable law), to continue to pay death benefits and compute benefits using the death benefit provisions and interest rate factors set forth in the Pension Plan as of the Effective Time. (b) Section 8.11 of the Citi-Bancshares Disclosure Memorandum sets forth certain Citi-Bancshares Benefit Plans, employment agreements and other arrangements. Among those listed include severance benefits, employment agreements, change in control agreements, retention agreements, consulting contracts, compensation contracts (as defined in the employment agreements) are due and payable solely by reason of the occurrence of a change in control and without regard to the employment of such individuals with NCF or SBS or any subsidiary thereof after the Effective Timecollectively, "Continuation Benefits"). On or before After the Effective Time, SBS Huntington shall pay annual bonuses for 2001 proprovide to officers and employees of Citi-rated through Bancshares Companies benefits in accordance with either (i) the Effective Time and make contributions Continuation Benefits or (ii) in the absence of any such contracts, plans or policies giving rise to such Continuation Benefits, in accordance with the SBS ESOP in amounts consistent with past practice. Prior to the Effective Time, SBS shall take such action as may be necessary to terminate the Perpetual Bank 401(k) PlanHuntington's policies generally.