Common use of Employment Benefit Plans; ERISA Clause in Contracts

Employment Benefit Plans; ERISA. (i) AMRBK has provided to BNKA an accurate list setting forth all bonus, incentive compensation, profit-sharing, pension, retirement, stock purchase, stock option, deferred compensation, severance, hospitalization, medical, dental, vision, group insurance, death benefit, disability and other fringe benefit plans, trust agreements, arrangements and commitments of AMRBK (including but not limited to any such plans, agreements, arrangements and commitments applicable to former employees or retired employees, or for which such persons are eligible) (collectively, "Employee Plans"), if any, together with copies of all such Employee Plans that are documented and any and all contracts of employment, and has made available to BNKA any Board of Directors' minutes (or committee minutes) authorizing, approving or guaranteeing such Employee Plans and contracts; and (ii) All contributions, premiums or other payments due from AMRBK to (or under) any Employee Plans have been fully paid or adequately provided for on AMRBK's audited financial statements for the year ended 2003, or unaudited financial statements for the three (3) months ended March 31, 2004. All accruals thereon (including, where appropriate, proportional accruals for partial periods) have been made in accordance with generally accepted accounting principles consistently applied on a reasonable basis; and (iii) AMRBK has disclosed in writing to BNKA the names of each director, officer and employee of AMRBK and AMRB; and (iv) The Employee Plans have been administered where required in substantial compliance with ERISA, the IRC and the terms of such Employee Plans, and there is no pending or threatened litigation relating to any such Employee Plan; and (v) Except as disclosed in the AMRBK Disclosure Schedule, AMRBK and AMRB have not offered in the past health benefits for retired employees and have no intention to offer any additional health or other benefits for retired employees; and (vi) Each Employee Plan is in full force and effect, and neither AMRBK, AMRB, nor any other party thereto is in material default under any of them, and there have been no claims of default and there are no facts or conditions which if continued, or on notice, will result in a material default under any Employee Plans; and (vii) AMRBK has provided to BNKA a list of all agreements or other understandings pursuant to which the consummation of the transactions contemplated hereby will (a) entitle any current or former employee or officer of AMRBK or AMRB to severance pay, unemployment compensation or any other payment, or (b) accelerate the time of payment or vesting or increase the amount of compensation due any such employee or officer.

Employment Benefit Plans; ERISA. (ia) AMRBK has provided to BNKA an accurate list setting forth Section 3.18(a) of the Seller Disclosure Schedule lists each “employee benefit plan” (as defined in Section 3(3) of ERISA), and all bonusother employee benefit arrangements or payroll practices, incentive including bonus and fringe benefit plans, employment, consulting or other compensation agreements, incentive, equity or equity-based compensation, profit-sharingor deferred compensation arrangements, pensionchange in control, retirementtermination or severance plans or arrangements, stock purchase, stock optionseverance pay, deferred compensationsick leave, severancevacation pay, salary continuation for disability, hospitalization, medical, dental, vision, group medical insurance, death benefit, disability life insurance and other fringe scholarship plans and programs maintained for the benefit plans, trust agreements, arrangements and commitments of AMRBK (including but not limited to any such plans, agreements, arrangements and commitments applicable to former employees or retired employeesof, or for which such persons are eligible) contributed to by Seller or any trade or business, whether or not incorporated (collectively, "Employee Plans"an “ERISA Affiliate”), if anythat, together with copies Seller would be deemed a “single employer” within the meaning of all such Section 4001 of ERISA, for the benefit of any Employee Plans that are documented or any former Employee, or with respect to which Seller has any liability, contingent or direct (a “Plan” and any and all contracts of employmentcollectively, and the “Plans”). Seller has made available to BNKA any Board Purchaser correct and complete copies to the extent applicable of Directors' minutes (or committee minutesi) authorizing, approving or guaranteeing such Employee each of the Plans and contractsincluding all amendments to date; and (ii) All contributions, premiums or other payments due from AMRBK to (or under) any Employee Plans have been fully paid or adequately provided for on AMRBK's audited financial statements for the year ended 2003, or unaudited financial statements for the three (3) months ended March 31, 2004. All accruals thereon (including, where appropriate, proportional accruals for partial periods) have been made in accordance with generally accepted accounting principles consistently applied on a reasonable basismost recent IRS determination letter relating thereto; and and (iii) AMRBK has disclosed in writing to BNKA the names of each director, officer and employee of AMRBK and AMRB; andsummary plan descriptions relating thereto. (ivb) The Employee Each of the Plans have has been administered where required administrated in substantial compliance in all material respects with the applicable provisions thereof and with all applicable provisions of ERISA, the IRC Code (including rules and the terms of such Employee Plansregulations thereunder) and other federal and state laws and regulations, and there each of the Plans intended to be “qualified” within the meaning of Section 401(a) of the Code, has been determined by the IRS to be so qualified and Seller knows of no fact or set of circumstances that would adversely affect such qualification. None of the Plans is no pending subject to Title IV of ERISA and neither Seller nor any of its ERISA Affiliates have within the past six years maintained, sponsored, contributed to or threatened litigation relating been obligated to contribute to any such Employee Plan; and “employee benefit plan” (vas defined in Section 3(3) Except of ERISA) subject to Title IV of ERISA, including any multiemployer plan (as defined in Section 3(37) of ERISA). Other than as disclosed in Section 3.18 of the AMRBK Seller Disclosure Schedule, AMRBK and AMRB have not offered no Plan maintained by Seller is an “employee benefit plan” (as defined in Section 3(3) of ERISA). There are no pending or, to the past health benefits Knowledge of Seller, threatened material claims (other than routine claims for retired employees and have no intention to offer benefits) by, on behalf of or against any additional health of the Plans or other benefits for retired employees; andany trusts related thereto. (vic) Each Employee Plan is in full force All contributions (including all employee contributions and effect, and neither AMRBK, AMRB, nor any other party thereto is in material default under any employee salary reduction contributions) which are due as of them, and there the Closing have been no claims paid to each Plan which is an “employee benefit pension plan” as defined in Section 3(2) of default and there are no facts or conditions which if continuedERISA, or on notice, will result in a material default under any Employee Plans; andexcept where the failure to make such contributions would not be material. (viid) AMRBK has provided to BNKA a list Neither the execution and delivery of all agreements or other understandings pursuant to which this Agreement nor the consummation of the transactions contemplated hereby hereby, by itself or in combination with any additional or subsequent event, other than by reason of actions taken by Purchaser or Seller following the Closing, will (ai) entitle result in any current material payment becoming due to any Employee (current, former or former employee or officer of AMRBK or AMRB to severance payretired), unemployment compensation or (ii) increase any other payment, materials benefits otherwise payable under any Plan or (biii) accelerate result in the material acceleration of the time of payment or vesting or increase the amount of compensation due any such employee benefits under any such plan. (e) None of the Plans provide for post-employment life or officerhealth insurance, benefits or coverage for any participant or any beneficiary of a participant, except as may be required under COBRA and at the expense of the participant or the participant’s beneficiary.

Employment Benefit Plans; ERISA. (i) AMRBK BNKA has provided to BNKA AMRBK an accurate list setting forth all bonus, incentive compensation, profit-sharing, pension, retirement, stock purchase, stock option, deferred compensation, severance, hospitalization, medical, dental, vision, group insurance, death benefit, disability and other fringe benefit plans, trust agreements, arrangements and commitments of AMRBK BNKA (including but not limited to any such plans, agreements, arrangements and commitments applicable to former employees or retired employees, or for which such persons are eligible) (collectively, "Employee Plans"), if any, together with copies of all such Employee Plans that are documented and any and all contracts of employment, and has made available to BNKA AMRBK any Board of Directors' minutes (or committee minutes) authorizing, approving or guaranteeing such Employee Plans and contracts; and (ii) All contributions, premiums or other payments due from AMRBK BNKA to (or under) any Employee Plans have been fully paid or adequately provided for on AMRBKBNKA's audited financial statements for the year ended December 31, 2003, or unaudited financial statements for the three (3) months ended March 31, 2004. All accruals thereon (including, where appropriate, proportional accruals for partial periods) have been made in accordance with generally accepted accounting principles consistently applied on a reasonable basis; and (iii) AMRBK BNKA has disclosed in writing to BNKA AMRBK the names of each director, officer and employee of AMRBK and AMRBBNKA; and (iv) The Employee Plans have been administered where required in substantial compliance with ERISA, the IRC and the terms of such Employee Plans, and there is no pending or threatened litigation relating to any such Employee Plan; and (v) Except as disclosed in the AMRBK Disclosure Schedule, AMRBK and AMRB have BNKA has not offered in the past health benefits for retired employees and have has no intention to offer any additional health or other benefits for retired employees; and (vi) Each Employee Plan is in full force and effect, and neither AMRBK, AMRB, BNKA nor any other party thereto is in material default under any of them, and there have been no claims of default and there are no facts or conditions which if continued, or on notice, will result in a material default under any Employee Plans; and (vii) AMRBK BNKA has provided to BNKA AMRBK a list of all agreements or other understandings pursuant to which the consummation of the transactions contemplated hereby will (a) entitle any current or former employee or officer of AMRBK or AMRB BNKA to severance pay, unemployment compensation or any other payment, or (b) accelerate the time of payment or vesting or increase the amount of compensation due any such employee or officer.

Employment Benefit Plans; ERISA. (ia) AMRBK has provided to BNKA an accurate list setting forth SECTION 4.17(A) OF THE DISCLOSURE SCHEDULE lists each "employee benefit plan" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and all bonusother employee benefit arrangements or payroll practices, incentive including bonus and fringe benefit plans, employment, consulting or other compensation agreements, incentive, equity or equity-based compensation, profit-sharingor deferred compensation arrangements, pensionchange in control, retirementtermination or severance plans or arrangements, stock purchase, stock optionseverance pay, deferred compensationsick leave, severancevacation pay, salary continuation for disability, hospitalization, medical, dental, vision, group medical insurance, death benefit, disability life insurance and other fringe scholarship plans and programs maintained for the benefit plans, trust agreements, arrangements and commitments of AMRBK (including but not limited to any such plans, agreements, arrangements and commitments applicable to former employees or retired employeesof, or for which such persons are eligible) contributed to by the Company or any trade or business, whether or not incorporated (collectively, an "Employee PlansERISA AFFILIATE"), if anythat, together with copies the Company would be deemed a "single employer" within the meaning of all such Section 4001 of ERISA, for the benefit of any Company Employee Plans that are documented or any former employee of the Company, or with respect to which the Company has any liability, contingent or direct (a "PLAN" and any and all contracts of employmentcollectively, and the "PLANS"). The Company has made available to BNKA any Board Buyer correct and complete copies to the extent applicable of Directors' minutes (or committee minutesi) authorizing, approving or guaranteeing such Employee each of the Plans and contracts; and including all amendments to date (ii) All contributions, premiums or other payments due from AMRBK to (or under) any Employee Plans have been fully paid or adequately provided for on AMRBK's audited financial statements for the year ended 2003, or unaudited financial statements for the three (3) months ended March 31, 2004. All accruals thereon (including, where appropriate, proportional accruals for partial periods) have been made in accordance with generally accepted accounting principles consistently applied on a reasonable basismost recent IRS determination letter; and and (iii) AMRBK has disclosed in writing to BNKA the names of each director, officer and employee of AMRBK and AMRB; andsummary plan descriptions. (ivb) The Employee Each of the Plans have has been administered where required administrated in substantial compliance in all material respects with the applicable provisions thereof and with all applicable provisions of ERISA, the IRC Code (including rules and the terms of such Employee Plansregulations thereunder) and other federal and state laws and regulations, and there each of the Plans intended to be "qualified" within the meaning of Section 401(a) of the Code, has been determined by the Internal Revenue Service (the "IRS") to be so qualified and Seller knows of no fact or set of circumstances that would adversely affect such qualification. None of the Plans is subject to Title IV of ERISA and neither Seller, the Company nor any of their ERISA Affiliates have within the past 6 years maintained, sponsored, contributed to or been obligated to contribute to any "employee benefit plan" (as defined in Section 3(3) of ERISA) subject to Title IV of ERISA, including any multiemployer plan (as defined in Section 3(37) of ERISA). No Plan maintained by the Company is an "employee benefit plan" (as defined in Section 3(3) of ERISA). There are no pending or, to the knowledge of Seller, threatened material claims (other than routine claims for benefits) by, on behalf of or threatened litigation relating to against any such Employee Plan; andof the Plans or any trusts related thereto. (vc) All contributions (including all employee contributions and employee salary reduction contributions) which are due have been paid to each Plan which is an "employee benefit pension plan" as defined in Section 3(2) of ERISA, except where the failure to make such contributions would not be material. (d) Except as disclosed provided in Section 6.8(i) hereof, neither the AMRBK Disclosure Schedule, AMRBK execution and AMRB have not offered in the past health benefits for retired employees and have no intention to offer any additional health or other benefits for retired employees; and (vi) Each Employee Plan is in full force and effect, and neither AMRBK, AMRB, delivery of this Agreement nor any other party thereto is in material default under any of them, and there have been no claims of default and there are no facts or conditions which if continued, or on notice, will result in a material default under any Employee Plans; and (vii) AMRBK has provided to BNKA a list of all agreements or other understandings pursuant to which the consummation of the transactions contemplated hereby hereby, by itself or in combination with any additional or subsequent event, other than by reason of actions taken by Buyer or the Company following the Closing, will (ai) entitle result in any current payment becoming due to any employee (current, former or former employee or officer retired) of AMRBK or AMRB to severance paythe Company, unemployment compensation or (ii) increase any other payment, benefits otherwise payable under any Plan or (biii) accelerate result in the acceleration of the time of payment or vesting or increase the amount of compensation due any such employee benefits under any such plan. (e) None of the Plans provide for post-employment life or officerhealth insurance, benefits or coverage for any participant or any beneficiary of a participant, except as may be required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") and at the expense of the participant or the participant's beneficiary.

Employment Benefit Plans; ERISA. (ia) AMRBK has provided to BNKA an accurate list setting forth Section 4.17(a) of the Disclosure Schedule lists each “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), and all bonusother employee benefit arrangements or payroll practices, incentive including bonus and fringe benefit plans, employment, consulting or other compensation agreements, incentive, equity or equity-based compensation, profit-sharingor deferred compensation arrangements, pensionchange in control, retirementtermination or severance plans or arrangements, stock purchase, stock optionseverance pay, deferred compensationsick leave, severancevacation pay, salary continuation for disability, hospitalization, medical, dental, vision, group medical insurance, death benefit, disability life insurance and other fringe scholarship plans and programs maintained for the benefit plans, trust agreements, arrangements and commitments of AMRBK (including but not limited to any such plans, agreements, arrangements and commitments applicable to former employees or retired employeesof, or for which such persons are eligible) contributed to by the Company or any trade or business, whether or not incorporated (collectively, "Employee Plans"an “ERISA Affiliate”), if anythat, together with copies the Company would be deemed a “single employer” within the meaning of all such Section 4001 of ERISA, for the benefit of any Company Employee Plans that are documented or any former employee of the Company, or with respect to which the Company has any liability, contingent or direct (a “Plan” and any and all contracts of employmentcollectively, and the “Plans”). The Company has made available to BNKA any Board Buyer correct and complete copies to the extent applicable of Directors' minutes (or committee minutesi) authorizing, approving or guaranteeing such Employee each of the Plans and contracts; and including all amendments to date (ii) All contributions, premiums or other payments due from AMRBK to (or under) any Employee Plans have been fully paid or adequately provided for on AMRBK's audited financial statements for the year ended 2003, or unaudited financial statements for the three (3) months ended March 31, 2004. All accruals thereon (including, where appropriate, proportional accruals for partial periods) have been made in accordance with generally accepted accounting principles consistently applied on a reasonable basismost recent IRS determination letter; and and (iii) AMRBK has disclosed in writing to BNKA the names of each director, officer and employee of AMRBK and AMRB; andsummary plan descriptions. (ivb) The Employee Each of the Plans have has been administered where required administrated in substantial compliance in all material respects with the applicable provisions thereof and with all applicable provisions of ERISA, the IRC Code (including rules and the terms of such Employee Plansregulations thereunder) and other federal and state laws and regulations, and there each of the Plans intended to be “qualified” within the meaning of Section 401(a) of the Code, has been determined by the Internal Revenue Service (the “IRS”) to be so qualified and Seller knows of no fact or set of circumstances that would adversely affect such qualification. None of the Plans is subject to Title IV of ERISA and neither Seller, the Company nor any of their ERISA Affiliates have within the past 6 years maintained, sponsored, contributed to or been obligated to contribute to any “employee benefit plan” (as defined in Section 3(3) of ERISA) subject to Title IV of ERISA, including any multiemployer plan (as defined in Section 3(37) of ERISA). No Plan maintained by the Company is an “employee benefit plan” (as defined in Section 3(3) of ERISA). There are no pending or, to the knowledge of Seller, threatened material claims (other than routine claims for benefits) by, on behalf of or threatened litigation relating to against any such Employee Plan; andof the Plans or any trusts related thereto. (vc) All contributions (including all employee contributions and employee salary reduction contributions) which are due have been paid to each Plan which is an “employee benefit pension plan” as defined in Section 3(2) of ERISA, except where the failure to make such contributions would not be material. (d) Except as disclosed provided in Section 6.8(i) hereof, neither the AMRBK Disclosure Schedule, AMRBK execution and AMRB have not offered in the past health benefits for retired employees and have no intention to offer any additional health or other benefits for retired employees; and (vi) Each Employee Plan is in full force and effect, and neither AMRBK, AMRB, delivery of this Agreement nor any other party thereto is in material default under any of them, and there have been no claims of default and there are no facts or conditions which if continued, or on notice, will result in a material default under any Employee Plans; and (vii) AMRBK has provided to BNKA a list of all agreements or other understandings pursuant to which the consummation of the transactions contemplated hereby hereby, by itself or in combination with any additional or subsequent event, other than by reason of actions taken by Buyer or the Company following the Closing, will (ai) entitle result in any current payment becoming due to any employee (current, former or former employee or officer retired) of AMRBK or AMRB to severance paythe Company, unemployment compensation or (ii) increase any other payment, benefits otherwise payable under any Plan or (biii) accelerate result in the acceleration of the time of payment or vesting or increase the amount of compensation due any such employee benefits under any such plan. (e) None of the Plans provide for post-employment life or officerhealth insurance, benefits or coverage for any participant or any beneficiary of a participant, except as may be required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and at the expense of the participant or the participant’s beneficiary.