Common use of No Effect on Employment Rights Clause in Contracts

No Effect on Employment Rights. Nothing contained herein will confer upon the Executive the right to be retained in the service of the Bank nor limit the right of the Bank to discharge or otherwise deal with the Executive, in accordance with the bylaws of the Bank, without regard to the existence of the Agreement. Pursuant to 12 C.F.R. ' 563.39(b), the following conditions shall apply to this Agreement: (1) The Bank's Board of Directors may terminate the Executive at any time, but any termination by the Bank's Board of Directors other than termination for Cause shall not prejudice the Executive's vested right to compensation or other benefits under the contract. As provided in Subsection 5.2, the Executive shall have no right to receive additional compensation or other benefits, other than those provided for in Subsection 5.2, after termination for Cause. (2) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Bank's affairs by a notice served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(3) and (g)(1)) the Bank's obligations under the contract shall be suspended (except vested rights) as of the date of termination of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay the Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (3) If the Executive is terminated and/or permanently prohibited from participating in the conduct of the Bank's affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(4) or (g)(1)), all non-vested obligations of the Bank under the contract shall terminate as of the effective date of the order. (4) If the Bank is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act), all non-vested obligations under the contract shall terminate as of the date of default. (5) All non-vested obligations under the contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank: (i) by the Director of the Federal Deposit Insurance Corporation or his designee at the time the Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in ' 13(c) of the Federal Deposit Insurance Act; or (ii) by the Director of the Federal Deposit Insurance Corporation or his designee, at the time the Director or his designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, (i.e., the balance of the Executive's Retirement Income Trust Fund and the balance of the Executive=s Accrued Benefit Account, if applicable), however, shall not be affected by such action.

No Effect on Employment Rights. Nothing contained herein will confer upon the Executive the right to be retained in the service of the Bank nor limit the right of the Bank to discharge or otherwise deal with the Executive, in accordance with the bylaws of the Bank, Executive without regard to the existence of the Agreement. Pursuant to 12 C.F.R. ' § 563.39(b), the following conditions shall apply to this Agreement: (1) The Bank's ’s Board of Directors may terminate the Executive at any time, but any termination by the Bank's ’s Board of Directors other than termination for Cause shall not prejudice the Executive's ’s vested right to compensation or other benefits under the contract. As provided in Subsection 5.25.3, the Executive shall have no right to receive additional compensation or other benefits, other than those provided for in Subsection 5.25.3, after termination for Cause. (2) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Bank's ’s affairs by a notice served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. § 1818(e)(3) and (g)(1)) the Bank's ’s obligations under the contract shall be suspended (except vested rights) as of the date of termination of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay the Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (3) If the Executive is terminated and/or permanently prohibited from participating in the conduct of the Bank's ’s affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. § 1818(e)(4) or (g)(1)), all non-vested obligations of the Bank under the contract shall terminate as of the effective date of the order. (4) If the Bank is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act), all non-vested obligations under the contract shall terminate as of the date of default. (5) All non-vested obligations under the contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank: (i) by the Director of the Federal Deposit Insurance Corporation or his designee at the time the Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in ' Section 13(c) of the Federal Deposit Insurance Act; or (ii) by the Director of the Federal Deposit Insurance Corporation or his designee, at the time the Director or his designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, (i.e., the balance of the Executive's ’s Retirement Income Trust Fund and the balance of the Executive=s ’s Accrued Benefit Account, if applicable), however, shall not be affected by such action.

No Effect on Employment Rights. Nothing contained herein will confer upon the any Executive the right to be retained in the service of the Bank or any of its Affiliates nor limit the right of the Bank or any of its Affiliates to discharge or otherwise deal with the Executive, in accordance with the bylaws of the Bank, any Executive without regard to the existence of the this Agreement. Pursuant to 12 C.F.R. ' 563.39(b), the The following conditions shall apply to this Agreement: (1a) The Bank's Board of Directors may terminate the employment of any Executive at any time, but any termination by the Bank's Board of Directors other than termination for Termination without Cause shall not prejudice the Executive's vested ’s right to compensation or other benefits under the contractthis Agreement. As provided in Subsection 5.2Section 2.5, the an Executive shall have no right to receive additional compensation any benefits under this Agreement or other benefitshis Joinder Agreement, other than those provided for in Subsection 5.2, after termination if he experiences a Separation from Service for Cause. (2b) If the an Executive is suspended and/or temporarily prohibited from participating in the conduct of the Bank's ’s affairs by a notice served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(3) and (g)(1)) the Bank's ’s obligations under the contract this Agreement shall be suspended (except vested rights) as of the date of termination of service his Separation from Service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay the Executive all or part of the compensation benefits withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (3c) If the an Executive is terminated removed and/or permanently prohibited from participating in the conduct of the Bank's ’s affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(4) or (g)(1)), all non-vested obligations of the Bank under the contract this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (4d) If the Bank is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act), all non-vested obligations under the contract this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (5e) All non-vested obligations under the contract this Agreement shall be terminated, except to the extent determined that continuation of the contract this Agreement is necessary for the continued operation of the Bank: (i) by the Director of the Federal Deposit Insurance Corporation or his designee (“FDIC”) at the time the Federal Deposit Insurance Corporation FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in ' Section 13(c) of the Federal Deposit Insurance Act; or (ii) by the Director of the Federal Deposit Insurance Corporation or his designee, Office of Thrift Supervision (“OTS”) at the time the Director or his designee OTS approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, (i.e., the balance of the Executive's ’s Vested Supplemental Retirement Income Trust Fund and the balance of the Executive=s Accrued Benefit Account, if applicableBenefit), however, shall not be affected by such actionactions. (f) Notwithstanding anything herein to the contrary, any payments made pursuant to this Agreement shall be subject to and conditioned upon compliance with 12 USC §1828(k) and any regulations promulgated thereunder. (g) Notwithstanding anything to the contrary, payments contemplated hereunder shall not be immediately payable to the extent that such payments are barred or prohibited by an action or order issued by the OTS or the FDIC. (h) Notwithstanding anything herein to the contrary no portion of payments due hereunder shall be made at such time or in such amounts so as to constitute an excess parachute payment under Section 280G of the Code which would result in a non-deductible expense to the Bank or subject the recipient to a twenty percent (20%) excise tax under Section 4999 of the Code.

No Effect on Employment Rights. Nothing contained herein will confer upon the Executive the right to be retained in the service of the Bank nor limit the right of the Bank to discharge or otherwise deal with the Executive, in accordance with the bylaws of the Bank, Executive without regard to the existence of the Agreement. Pursuant to 12 C.F.R. ' ss. 563.39(b), the following conditions shall apply to this Agreement: (1) The Bank's Board of Directors may terminate the Executive at any time, but any termination by the Bank's Board of Directors other than termination for Cause Cause, shall not prejudice the Executive's vested right to compensation or other benefits under the contract. As provided in Subsection 5.2Section 8.2, the Executive shall have no right not be entitled to receive additional compensation or other benefits, other than those any of the benefits provided for in Subsection 5.2this Agreement, after termination including any vested benefits, in the event he is terminated for Causecause. (2) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Bank's affairs by a notice served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(3) and (g)(1)) the Bank's obligations under the contract shall be suspended (except vested rights) as of the date of termination of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay the Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (3) If the Executive is terminated removed and/or permanently prohibited from participating in the conduct of the Bank's affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(4) or (g)(1)), all non-vested obligations of the Bank under the contract shall terminate as of the effective date of the order, but vested rights of the Executive shall not be affected. (4) If the Bank is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act), all non-vested obligations under the contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (5) All non-vested obligations under the contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank: (i) by the Director of the Federal Deposit Insurance Corporation Executive or his designee at the time the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in ' ss. 13(c) of the Federal Deposit Insurance Act; or (ii) by the Director of the Federal Deposit Insurance Corporation Executive or his designee, at the time the Director Executive or his designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Director Executive to be in an unsafe or unsound condition. Any rights of the parties that have already vestedThe Executive shall be vested in his Accrued Benefit; therefore, (i.e.other than termination for Cause, the balance of the Executive's Retirement Income Trust Fund and the balance of the Executive=s Accrued Benefit Account, if applicable), however, such amount shall not be affected by such actionany action pursuant to this Subsection.

No Effect on Employment Rights. Nothing contained herein will confer upon the Executive the right to be retained in the service of the Bank nor limit the right of the Bank to discharge or otherwise deal with the Executive, in accordance with the bylaws of the Bank, Executive without regard to the existence of the Agreement. Pursuant to 12 C.F.R. ' ss. 563.39(b), the following conditions shall apply to this Agreement: (1) The Bank's Board of Directors may terminate the Executive at any time, but any termination by the Bank's Board of Directors other than termination for Cause Cause, shall not prejudice the Executive's vested right to compensation or other benefits under the contract. As provided in Subsection 5.2Section 8.2, the Executive shall have no right not be entitled to receive additional compensation or other benefits, other than those any of the benefits provided for in Subsection 5.2this Agreement, after termination including any vested benefits, in the event she is terminated for Causecause. (2) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Bank's affairs by a notice served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(3) and (g)(1)) the Bank's obligations under the contract shall be suspended (except vested rights) as of the date of termination of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay the Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (3) If the Executive is terminated removed and/or permanently prohibited from participating in the conduct of the Bank's affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(4) or (g)(1)), all non-vested obligations of the Bank under the contract shall terminate as of the effective date of the order, but vested rights of the Executive shall not be affected. (4) If the Bank is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act), all non-vested obligations under the contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (5) All non-vested obligations under the contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank: (i) by the Director of the Federal Deposit Insurance Corporation Executive or his her designee at the time the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in ' ss. 13(c) of the Federal Deposit Insurance Act; or (ii) by the Director of the Federal Deposit Insurance Corporation Executive or his her designee, at the time the Director Executive or his her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Director Executive to be in an unsafe or unsound condition. Any rights of the parties that have already vestedThe Executive shall be vested in her Accrued Benefit; therefore, (i.e.other than termination for Cause, the balance of the Executive's Retirement Income Trust Fund and the balance of the Executive=s Accrued Benefit Account, if applicable), however, such amount shall not be affected by such actionany action pursuant to this Subsection.

No Effect on Employment Rights. Nothing contained herein will confer upon ------------------------------ the Executive the right to be retained in the service of the Bank nor limit the right of the Bank to discharge or otherwise deal with the Executive, in accordance with the bylaws of the Bank, Executive without regard to the existence of the Agreement. Pursuant to 12 C.F.R. ' (S) 563.39(b), the following conditions shall apply to this Agreement: (1) The Bank's Board of Directors may terminate the Executive at any time, but any termination by the Bank's Board of Directors other than termination for Cause shall not prejudice the Executive's vested right to compensation or other benefits under the contract. As provided in Subsection 5.2Section 2.4, the Executive shall forfeit his right to all benefits provided for in the Agreement in the event he is terminated for Cause. He shall have no right to receive additional compensation or other benefits, other than those provided benefits for in Subsection 5.2, any period after termination for Cause. (2) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Bank's affairs by a notice served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(3) and (g)(1g) (1)) the Bank's obligations under the contract shall be suspended (except vested rights) as of the date of termination of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay the Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (3) If the Executive is terminated and/or permanently prohibited from participating in the conduct of the Bank's affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(4) or (g)(1)), all non-vested obligations of the Bank under the contract shall terminate as of the effective date of the order. (4) If the Bank is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act), all non-vested obligations under the contract shall terminate as of the date of default. (5) All non-vested obligations under the contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank: (i) by the Director of the Federal Deposit Insurance Corporation Executive or his designee at the time the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in ' (S) 13(c) of the Federal Deposit Insurance Act; or (ii) by the Director of the Federal Deposit Insurance Corporation Executive or his designee, at the time the Director Executive or his designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Director Executive to be in an unsafe or unsound condition. Any rights of the parties that have already vested, (i.e., the balance of the Executive's Retirement Income Trust Fund and the balance of the Executive=s Vested Accrued Benefit Account, if applicableBenefit), however, shall not be affected by such action.

No Effect on Employment Rights. Nothing contained herein will confer upon the Executive the right to be retained in the service of the Bank nor limit the right of the Bank to discharge or otherwise deal with the Executive, in accordance with the bylaws of the Bank, Executive without regard to the existence of the Agreement. Pursuant to 12 C.F.R. ' ss. 563.39(b), the following conditions shall apply to this Agreement: (1) The Bank's Board of Directors may terminate the Executive at any time, but any termination by the Bank's Board of Directors other than termination for Cause shall not prejudice the Executive's vested right to compensation or other benefits under the contractAgreement. As provided in Subsection 5.2, the Executive shall have no right to receive additional compensation or other benefits, other than those provided for in Subsection 5.2, after termination for Cause. (2) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Bank's affairs by a notice served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(3) and (g)(1)) the Bank's obligations under the contract Agreement shall be suspended (except vested rights) as of the date of termination of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay the Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (3) If the Executive is terminated and/or permanently prohibited from participating in the conduct of the Bank's affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(4) or (g)(1)), all non-vested obligations of the Bank under the contract Agreement shall terminate as of the effective date of the order. (4) If the Bank is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act), all non-vested obligations under the contract Agreement shall terminate as of the date of default. (5) All non-vested obligations under the contract Agreement shall be terminated, except to the extent determined that continuation of the contract Agreement is necessary for the continued operation of the Bank: (i) by the Director [of the Federal Deposit Insurance Corporation Corporation] or his designee at the time the Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in ' ss. 13(c) of the Federal Deposit Insurance Act; or (ii) by the Director [of the Federal Deposit Insurance Corporation Corporation] or his designee, at the time the Director or his designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, (i.e., the balance of the Executive's Retirement Income Trust Fund and the balance of the Executive=s 's Accrued Benefit Account, if applicable), however, shall not be affected by such action.

No Effect on Employment Rights. Nothing contained herein will confer upon the Executive the right to be retained in the service of the Bank nor limit the right of the Bank to discharge or otherwise deal with the Executive, in accordance with the bylaws of the Bank, Executive without regard to the existence of the Agreement. Pursuant to 12 C.F.R. ' ss. 563.39(b), the following conditions shall apply to this Agreementagreement: (1) The Bank's Board of Directors may terminate the Executive at any time, but any termination by the Bank's Board of Directors directors other than termination for Cause shall not prejudice the Executive's vested right to compensation or other benefits under the contract. As provided in Subsection 5.2Section 2.3, the Executive shall forfeit his right to all benefits provided for in the Agreement in the event he is terminated for Cause. He shall have no right to receive additional compensation or other benefits, other than those provided benefits for in Subsection 5.2, any period after termination for Cause. (2) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Bank's affairs by a notice served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(3) and (g)(1g) (1) the Bank's obligations under the contract shall be suspended (except vested rights) as of the date of termination of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay the Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (3) If the Executive is terminated and/or permanently prohibited from participating in the conduct of the Bank's affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(4) or (g)(1)), all non-vested obligations of the Bank under the contract shall terminate as of the effective date of the order. (4) If the Bank is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act), all non-vested obligations under the contract shall terminate as of the date of default. (5) All non-vested obligations under the contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank:. (i) by the Director [of the Federal Deposit Insurance Corporation Office of Thrift Supervision or any successor agency] or his designee at the time the Federal Deposit Insurance corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in ' 13(css.13(c) of the Federal Deposit Insurance Act; or (ii) by the Director [of the Federal Deposit Insurance Corporation Office of Thrift Supervision or any successor agency] or his designee, at the time the Director or his designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, (i.e., the balance of the Executive's Retirement Income Trust Fund and the balance of the Executive=s Accrued Benefit Account, if applicableBenefit), however, shall not be affected by such action.

No Effect on Employment Rights. Nothing contained herein will confer upon the Executive the right to be retained in the service of the Bank nor limit the right of the Bank to discharge or otherwise deal with the Executive, in accordance with the bylaws of the Bank, without regard to the existence of the Agreement. Pursuant to 12 C.F.R. ' ss. 563.39(b), the following conditions shall apply to this Agreement: (1) The Bank's Board of Directors may terminate the Executive at any time, but any termination by the Bank's Board of Directors other than termination for Cause shall not prejudice the Executive's vested right to compensation or other benefits under the contract. As provided in Subsection 5.2, the Executive shall have no right to receive additional compensation or other benefits, other than those provided for in Subsection 5.2, after termination for Cause. (2) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Bank's affairs by a notice served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(3) and (g)(1g) (1)) the Bank's obligations under the contract shall be suspended (except vested rights) as of the date of termination of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay the Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (3) If the Executive is terminated and/or permanently prohibited from participating in the conduct of the Bank's affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(4) or (g)(1)), all non-vested obligations of the Bank under the contract shall terminate as of the effective date of the order. (4) If the Bank is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act), all non-vested obligations under the contract shall terminate as of the date of default. (5) All non-vested obligations under the contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank: (i) by the Director [of the Federal Deposit Insurance Corporation or the Resolution Trust Corporation] or his designee at the time the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in ' ss. 13(c) of the Federal Deposit Insurance Act; or (ii) by the Director [of the Federal Deposit Insurance Corporation or the Resolution Trust Corporation] or his designee, at the time the Director or his designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, (i.e., the balance of the Executive's Retirement Income Trust Fund and the balance of the Executive=s 's Accrued Benefit Account, if applicable), however, shall not be affected by such action.

No Effect on Employment Rights. Nothing contained herein will confer upon the Executive the right to be retained in the service of the Bank nor limit the right of the Bank to discharge or otherwise deal with the Executive, in accordance with the bylaws of the Bank, without regard to the existence of the Agreement. Pursuant to 12 C.F.R. ' 563.39(b), the following conditions shall apply to this Agreement: (1) The Bank's Board of Directors may terminate the Executive at any time, but any termination by the Bank's Board of Directors other than termination for Cause shall not prejudice the Executive's vested right to compensation or other benefits under the contract. As provided in Subsection 5.2, the Executive shall have no right to receive additional compensation or other benefits, other than those provided for in Subsection 5.2, after termination for Cause. (2) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Bank's affairs by a notice served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(3) and (g)(1)) the Bank's obligations under the contract shall be suspended (except vested rights) as of the date of termination of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay the Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (3) If the Executive is terminated and/or permanently prohibited from participating in the conduct of the Bank's affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(4) or (g)(1)), all non-vested obligations of the Bank under the contract shall terminate as of the effective date of the order. (4) If the Bank is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act), all non-vested obligations under the contract shall terminate as of the date of default. (5) All non-vested obligations under the contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank: (i) by the Director of the Federal Deposit Insurance Corporation or his designee at the time the Federal Deposit Insurance Corporation enters into an 25 agreement to provide assistance to or on behalf of the Bank under the authority contained in ' 13(c) of the Federal Deposit Insurance Act; or (ii) by the Director of the Federal Deposit Insurance Corporation or his designee, at the time the Director or his designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, (i.e., the balance of the Executive's Retirement Income Trust Fund and the balance of the Executive=s Accrued Benefit Account, if applicable), however, shall not be affected by such action.

No Effect on Employment Rights. Nothing contained herein will confer upon the Executive Participant the right to be retained in the service employ of the Bank nor limit the right of the Bank to discharge or otherwise deal with the Executive, in accordance with the bylaws of the Bank, Participant without regard to the existence of the Agreement. Pursuant to 12 C.F.R. ' Section 563.39(b), the following conditions shall apply to this Agreement: (1) The Bank's Board of Directors may terminate the Executive Participant at any time, but any termination by the Bank's Board of Directors other than termination for Cause shall not prejudice the ExecutiveParticipant's vested right to compensation or other benefits under the contract. As provided in Subsection 5.2, the Executive Participant shall have no right to receive additional compensation or other benefits, other than those provided for in Subsection 5.2, after termination for Cause. (2) If the Executive Participant is suspended and/or temporarily prohibited from participating in the conduct of the Bank's affairs by a notice served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(3) and (g)(1g) (1)) the Bank's obligations under the contract shall be suspended (except vested rights) as of the date of termination of service employment unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay the Executive Participant all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (3) If the Executive Participant is terminated and/or permanently prohibited from participating in the conduct of the Bank's affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(4) or (g)(1)), all non-vested obligations of the Bank under the contract shall terminate as of the effective date of the order. (4) If the Bank is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act), all non-vested obligations under the contract shall terminate as of the date of default. (5) All non-vested obligations under the contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank: : (i) by the Director of the Federal Deposit Insurance Corporation or his designee at the time the Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in ' Section 13(c) of the Federal Deposit Insurance Act; or or (ii) by the Director of the Federal Deposit Insurance Corporation or his designee, at the time the Director or his designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, (i.e., the balance of the Executive's Retirement Income Trust Fund and the balance of the Executive=s Accrued Benefit Account, if applicable), however, shall not be affected by such action.

No Effect on Employment Rights. Nothing contained herein will confer upon the Executive the right to be retained in the service of the Bank nor limit the right of the Bank to discharge or otherwise deal with the Executive, in accordance with the bylaws of the Bank, Executive without regard to the existence of the Agreement. Pursuant to 12 C.F.R. ' 563.39(b), the The following conditions shall apply to this Agreement: (1a) The Bank's Board of Directors may terminate the Executive at any time, but any termination by the Bank's Board of Directors other than termination for Cause shall not prejudice the Executive's vested right to compensation or other benefits under the contractAgreement. As provided in Subsection 5.2Section 2.02, the Executive shall have no right to receive additional compensation or other benefits, other than those provided for in Subsection 5.2, benefits after termination for Cause. (2b) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Bank's affairs by a notice served under Section 8(e)(3) or (g)(1g)(l) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(3) and (g)(1g)(l)) ), the Bank's obligations under the contract Agreement shall be suspended (except vested rights) as of the date of termination of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay the Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (3c) If the Executive is terminated and/or permanently prohibited from participating in the conduct of the Bank's affairs by an order issued under Section 8(e)(4) or (g)(1g)(l) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(4) or (g)(1g)(l)), all non-vested obligations of the Bank under the contract Agreement shall terminate as of the effective date of the order. (4d) If the Bank is in default (as defined in Section 3(x)(13(x)(l) of the Federal Deposit Insurance Act), all non-vested obligations under the contract Agreement shall terminate as of the date of default. (5e) All non-vested obligations under the contract Agreement shall be terminated, except to the extent determined that continuation of the contract Agreement is necessary for the continued operation of the Bank: (i) by the Director of the Federal Deposit Insurance Corporation or his designee at the time the Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in ' §13(c) of the Federal Deposit Insurance Act; or (ii) by the Director of the Federal Deposit Insurance Corporation or his designee, at the time the Director or his designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, (i.e., the balance of the Executive's Retirement Income Trust Fund and the balance of the Executive=s Accrued Benefit Account, if applicable), however, vested shall not be affected by such action.

No Effect on Employment Rights. Nothing contained herein will confer upon the Executive the right to be retained in the service of the Bank nor limit the right of the Bank to discharge or otherwise deal with the Executive, in accordance with the bylaws of the Bank, Executive without regard to the existence of the Agreement. Pursuant to 12 C.F.R. ' ss. 563.39(b), the following conditions shall apply to this Agreement: (1) The Bank's Board of Directors may terminate the Executive at any time, but any termination by the Bank's Board of Directors other than termination for Cause Cause, shall not prejudice the Executive's vested right to compensation or other benefits under the contract. As provided in Subsection 5.2Section 8.2, if the Executive is terminated for Cause pursuant to the Bylaws of the Bank, his benefits under this Agreement shall be forfeited. He shall have no right to receive additional compensation or other benefits, other than those provided benefits for in Subsection 5.2, any period after termination for Cause. (2) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Bank's affairs by a notice served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(3) and (g)(1)) the Bank's obligations under the contract shall be suspended (except vested rights) as of the date of termination of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay the Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (3) If the Executive is terminated removed and/or permanently prohibited from participating in the conduct of the Bank's affairs by an any order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(4) or (g)(1)), all non-non- vested obligations of the Bank under the contract shall terminate as of the effective date of the order. As provided in Section 8.1, the Executive shall be entitled to an amount equal to the Executive's Vested Accrued Benefit as of the date of termination. Payment of the Vested Accrued Benefit shall commence within thirty (30) days of his termination in the event he is terminated pursuant to such order. (4) If the Bank is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act), all non-vested obligations under the contract shall terminate as of the date of default. (5) All non-vested obligations under the contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank: (i) by the Director Executive of the Federal Deposit Insurance Corporation or his designee at the time the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in ' ss. 13(c) of the Federal Deposit Insurance Act; or (ii) by the Director of the Federal Deposit Insurance Corporation Executive or his designee, at the time the Director Executive or his designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Director to be in an unsafe or unsound condition. Any rights of the parties party that have already vested, vested (i.e., the balance of the Executive's Retirement Income Trust Fund and the balance of the Executive=s Vested Accrued Benefit Account, if applicableBenefit), however, shall not be affected by such action.

No Effect on Employment Rights. Nothing contained herein will confer upon ------------------------------ the Executive the right to be retained in the service of the Bank nor limit the right of the Bank to discharge or otherwise deal with the Executive, in accordance with the bylaws of the Bank, Executive without regard to the existence of the Agreement. Pursuant to 12 C.F.R. ' Section 563.39(b), the following conditions shall apply to this Agreement: (1) The Bank's Board of Directors may terminate the Executive at any time, but any termination by the Bank's Board of Directors other than termination for Cause shall not prejudice the Executive's vested right to compensation or other benefits under tinder the contract. As provided in Subsection 5.2, the Executive shall have no right to receive additional compensation or other benefits, other than those provided for in Subsection 5.2, after termination for Cause. (2) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Bank's affairs by a notice served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. Section 1818(e)(3) and (g)(1)) the Bank's obligations under the contract shall be suspended (except vested rights) as of the date of termination of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay the Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (3) If the Executive is terminated and/or permanently prohibited from participating in the conduct of the Bank's affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. Section 1818(e)(4) or (g)(1)), all non-vested obligations of the Bank under the contract shall terminate as of the effective date of the order., (4) If the Bank is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act), all non-vested obligations under the contract shall terminate as of the date of default. (5) All non-vested obligations under the contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank: (i) by the Director [of the Federal Deposit Insurance Corporation or the Resolution Trust Corporation] or his designee at the time the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in ' Section 13(c) of the Federal Deposit Insurance Act; or (ii) by the Director [of the Federal Deposit Insurance Corporation or the Resolution Trust Corporation] or his designee, at the time the Director or his designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, (i.e., the balance of the Executive's Retirement Income Trust Fund and the balance of the Executive=s 's Accrued Benefit Account, if applicable), however, shall not be affected by such action.

No Effect on Employment Rights. Nothing contained herein will confer upon the Executive Participant the right to be retained in the service employ of the Bank nor limit the right of the Bank to discharge or otherwise deal with the Executive, in accordance with the bylaws of the Bank, Participant without regard to the existence of the Agreement. Pursuant to 12 C.F.R. ' Section 563.39(b), the following conditions shall apply to this Agreement: (1) The Bank's Board of Directors may terminate the Executive Participant at any time, but any termination by the Bank's Board of Directors other than termination for Cause shall not prejudice the ExecutiveParticipant's vested right to compensation or other benefits under the contract. As provided in Subsection 5.2, the Executive Participant shall have no right to receive additional compensation or other benefits, other than those provided for in Subsection 5.2, after termination for Cause. (2) If the Executive Participant is suspended and/or temporarily prohibited from participating in the conduct of the Bank's affairs by a notice served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(3) and (g)(1g) (1)) the Bank's obligations under the contract shall be suspended (except vested rights) as of the date of termination of service employment unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay the Executive Participant all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (3) If the Executive Participant is terminated and/or permanently prohibited from participating in the conduct of the Bank's affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(4) or (g)(1)), all non-vested obligations of the Bank under the contract shall terminate as of the effective date of the order. (4) If the Bank is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act), all non-vested obligations under the contract shall terminate as of the date of default. (5) All non-vested obligations under the contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank: : (i) by the Director of the Federal Deposit Insurance Corporation or his designee at the time the Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in ' Section 13(c) of the Federal Deposit Insurance Act; or or (ii) by the Director of the Federal Deposit Insurance Corporation or his designee, at the time the Director or his designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, (i.e., the balance of the ExecutiveParticipant's Retirement Income Trust Fund and the balance of the Executive=s Participant's Accrued Benefit Account, if applicable), however, shall not be affected by such action.

No Effect on Employment Rights. Nothing contained herein will confer upon the Executive the right to be retained in the service of the Bank nor limit the right of the Bank to discharge or otherwise deal with the Executive, in accordance with the bylaws of the Bank, Executive without regard to the existence of the Agreement. Pursuant to 12 C.F.R. ' ss. 563.39(b), the following conditions shall apply to this Agreement: (1) The Bank's Board of Directors may terminate the Executive at any time, but any termination by the Bank's Board of Directors other than termination for Cause Cause, shall not prejudice the Executive's vested right to compensation or other benefits under the contract. As provided in Subsection 5.2Section 8.2, the Executive shall have no right not be entitled to receive additional compensation or other benefits, other than those any of the benefits provided for in Subsection 5.2this Agreement, after termination including any vested benefits, in the event he is terminated for Causecause. (2) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Bank's affairs by a notice served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(3) and (g)(1)) the Bank's obligations under the contract shall be suspended (except vested rights) as of the date of termination of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay the Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (3) If the Executive is terminated removed and/or permanently prohibited from participating in the conduct of the Bank's affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(4) or (g)(1)), all non-vested obligations of the Bank under the contract shall terminate as of the effective date of the order, but vested rights of the Executive shall not be affected. (4) If the Bank is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act), all non-vested obligations under the contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (5) All non-vested obligations under the contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank: : (i) by the Director of the Federal Deposit Insurance Corporation Executive or his designee at the time the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in ' ss. 13(c) of the Federal Deposit Insurance Act; or (ii) by the Director of the Federal Deposit Insurance Corporation or his designee, at the time the Director or his designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, (i.e., the balance of the Executive's Retirement Income Trust Fund and the balance of the Executive=s Accrued Benefit Account, if applicable), however, shall not be affected by such action.

No Effect on Employment Rights. Nothing contained herein will confer upon the Executive Participant the right to be retained in the service employ of the Bank nor limit the right of the Bank to discharge or otherwise deal with the Executive, in accordance with the bylaws of the Bank, Participant without regard to the existence of the Agreement. Pursuant to 12 C.F.R. ' Section 563.39(b), the following conditions shall apply to this Agreement: (1) The Bank's Board of Directors may terminate the Executive Participant at any time, but any termination by the Bank's Board of Directors other than termination for Cause shall not prejudice the ExecutiveParticipant's vested right to compensation or other benefits under the contract. As provided in Subsection 5.2, the Executive Participant shall have no right to receive additional compensation or other benefits, other than those provided for in Subsection 5.2, after termination for Cause. (2) If the Executive Participant is suspended and/or temporarily prohibited from participating in the conduct of the Bank's affairs by a notice served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(3) and (g)(1g) (1)) the Bank's obligations under the contract shall be suspended (except vested rights) as of the date of termination of service employment unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay the Executive Participant all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (3) If the Executive Participant is terminated and/or permanently prohibited from participating in the conduct of the Bank's affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(4) or (g)(1)), all non-vested obligations of the Bank under the contract shall terminate as of the effective date of the order. (4) If the Bank is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act), all non-vested obligations under the contract shall terminate as of the date of default. (5) All non-vested obligations under the contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank: (i) by the Director of the Federal Deposit Insurance Corporation or his designee at the time the Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in ' Section 13(c) of the Federal Deposit Insurance Act; or (ii) by the Director of the Federal Deposit Insurance Corporation or his designee, at the time the Director or his designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, (i.e., the balance of the ExecutiveParticipant's Retirement Income Trust Fund and the balance of the Executive=s Participant's Accrued Benefit Account, if applicable), however, shall not be affected by such action.