Common use of Payment of Additional Benefits under Certain Circumstances Clause in Contracts

Payment of Additional Benefits under Certain Circumstances. a) If the payments and benefits pursuant to Section 6 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 6 of the Agreement between the Bank and the Executive dated this even date ("Bank Agreement"), before giving effect to any reduction in such amounts pursuant to Section 7 of the Bank Agreement), would constitute a "parachute payment" as defined in Section 280G(b)(2) of the Code (the "Initial Parachute Payment," which includes the amounts paid pursuant to clause (i) below), then the Corporation shall pay to the Executive, a cash amount in two equal installments, with the first installment to be paid on the first business day of the month following the Date of Termination and the second installment to be paid no later than January 15th of the calendar year following the year in which the first installment was paid. The cash amount shall be equal to the sum of the following: i) the amount by which the payments and benefits that would have otherwise been paid by the Bank to the Executive pursuant to Section 6 of the Bank Agreement are reduced by the provisions of Section 7 of the Bank Agreement; ii) twenty percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "base amount" from the Employers, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's base amount being hereinafter referred to as the "Initial Excess Parachute Payment"; iii) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state and federal income and excise taxes on the payment provided under clause (ii) above and on any payments under this clause (iii). In computing such tax allowance, the payment to be made under clause (ii) above shall be multiplied by the "gross up percentage" ("GUP"). The GUP shall be determined as follows: GUP = Tax Rate / 1 - Tax Rate iv) Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal and state income and employment-related tax rate, including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (ii) above is made. v) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "Determinative Excess Parachute Payment"), then the Corporation's independent tax counsel or accountants shall determine the amount (the "Adjustment Amount") which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's benefit. As soon as practicable after the Adjustment Amount has been so determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b) In each calendar year that the Executive receives payments of benefits under this Section 7, the Executive shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information. The Executive shall promptly notify the Company in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 is being reviewed or is in dispute. The Corporation shall assume control, at its expense, over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this Section) and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation.

Payment of Additional Benefits under Certain Circumstances. (a) If the payments and benefits pursuant to Section 6 2 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Savings Bank pursuant to Section 6 2 of the Agreement between the Savings Bank and the Executive dated this even as of the date hereof (the "Savings Bank Agreement"), before giving effect to any reduction in such amounts pursuant to the provisions of Section 7 3 of the Savings Bank Agreement), would constitute a "parachute payment" as defined in Section 280G(b)(2) of the Code (the "Initial Parachute Payment," which includes the amounts paid pursuant to clause (iA) below), then the Corporation shall pay to the Executive, a cash amount in two twenty-four (24) equal installments, monthly installments beginning with the first installment to be paid on the first business day of the month following the Date of Termination and the second installment to be paid no later than January 15th or in a lump sum within five business days of the calendar year following Date of Termination (at the year in which the first installment was paid. The Executive's election), a cash amount shall be equal to the sum of the following: i(A) the amount by which the payments and benefits that would have otherwise been paid by the Savings Bank to the Executive pursuant to Section 6 2 of the Savings Bank Agreement are reduced by the provisions of Section 7 3 of the Savings Bank Agreement; ii(B) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "base amount" from the Employers, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's base amount being hereinafter referred to as the "Initial Excess Parachute Payment";; and iii(C) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state and federal income and excise taxes on the payment provided under clause (iiB) above and on any payments under this clause (iii). In computing such tax allowance, the payment to be made under clause (ii) above shall be multiplied by the "gross up percentage" ("GUP"). The GUP shall be determined as follows: GUP = Tax Rate / 1 - Tax Rate iv) Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal and state income and employment-related tax rate, including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (ii) above is made. v) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "Determinative Excess Parachute Payment"), then the Corporation's independent tax counsel or accountants shall determine the amount (the "Adjustment Amount") which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's benefit. As soon as practicable after the Adjustment Amount has been so determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b) In each calendar year that the Executive receives payments of benefits under this Section 7, the Executive shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information. The Executive shall promptly notify the Company in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 is being reviewed or is in dispute. The Corporation shall assume control, at its expense, over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this Section) and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation.any

Payment of Additional Benefits under Certain Circumstances. (a) If (i) the payments and benefits pursuant to Section 6 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 6 5 of the Agreement between the Bank and the Executive dated this even as of the date hereof ("“Bank Agreement"”), before giving effect to any reduction in such amounts pursuant to Section 7 6 of the Bank Agreement), would constitute a "“parachute payment" ” as defined in Section 280G(b)(2) of the Code (the "“Initial Parachute Payment," which includes ”), and (ii) the amounts paid pursuant Initial Parachute Payment either equals three times the Executive’s Base Amount or exceeds three times the Executive’s Base Amount but by an amount less than 5% of three times the Executive’s Base Amount, then the Initial Parachute Payment shall be reduced by the least amount necessary to clause bring the present value of the payments and benefits below three times the Executive’s Base Amount, with the cash severance to be reduced first. As used in this Agreement, “Base Amount” shall have the meaning set forth in Section 280G(b)(3) of the Code. (ib) below)If the Initial Parachute Payment exceeds 105% of three times the Executive’s Base Amount, then the Corporation shall pay to the Executive, in a lump sum within five business days after the Date of Termination, a cash amount in two equal installments, with the first installment to be paid on the first business day of the month following the Date of Termination and the second installment to be paid no later than January 15th of the calendar year following the year in which the first installment was paid. The cash amount shall be equal to the sum of the following: (i) the amount by which the payments and benefits that would have otherwise been paid by the Bank to the Executive pursuant to Section 6 5 of the Bank Agreement are reduced by the provisions of Section 7 6 of the Bank Agreement; (ii) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "’s “base amount" ” from the Employers, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's ’s base amount being hereinafter referred to as the "“Initial Excess Parachute Payment";”; and (iii) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state and federal income and excise taxes on the payment provided under clause (iib)(ii) above and on any payments under this clause (iii). In computing such tax allowance, the payment to be made under clause (iib)(ii) above shall be multiplied by the "“gross up percentage" ” ("“GUP"”). The GUP shall be determined as follows: GUP = Tax Rate / 1 - : 1- Tax Rate iv) Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal and state income and employment-related tax rate, including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (ii) above is made. vc) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "“Determinative Excess Parachute Payment"”), then the Corporation's ’s independent tax counsel or accountants shall determine the amount (the "“Adjustment Amount"”) which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's ’s benefit. As soon as practicable after the Adjustment Amount has been so determined, and in no event more than thirty (30) days after the Adjustment Amount has been determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b(d) In each calendar year that the Executive receives payments of benefits under this Section 7that constitute a parachute amount, the Executive shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' ’ fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information, with such indemnification to be paid by the Corporation to the Executive as soon as practicable and in any event no later than March 15 of the year immediately following the year in which the amount subject to indemnification was determined. The Executive shall promptly notify the Company Corporation in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 6 is being reviewed or is in dispute. The Corporation shall assume control, control at its expense, expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this Section) Section 6), and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation. (e) If the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 5 of the Bank Agreement are reduced pursuant to Section 6 of the Bank Agreement for reasons unrelated to Section 280G of the Code, then the Corporation shall pay to the Executive, in a lump sum within five business days after the Date of Termination, a cash amount equal to the amount by which the payments and benefits that would have otherwise been paid by the Bank pursuant to Section 5 of the Bank Agreement are reduced by the provisions of Section 6 of the Bank Agreement.

Payment of Additional Benefits under Certain Circumstances. (a) If (i) the payments and benefits pursuant to Section 6 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank Association pursuant to Section 6 5 of the Agreement between the Bank Association and the Executive dated this even as of the date hereof ("Bank “Association Agreement"”), before giving effect to any reduction in such amounts pursuant to Section 7 6 of the Bank Association Agreement), would constitute a "“parachute payment" ” as defined in Section 280G(b)(2) of the Code (the "“Initial Parachute Payment," ” which includes the amounts paid pursuant to clause (iA) below), and (ii) the Initial Parachute Payment either equals three times the Executive’s Base Amount or exceed three times the Executive’s Base Amount but by an amount less than 5% of three times the Executive’s Base Amount, then the Initial Parachute Payment shall be reduced by the least amount necessary to bring the present value of the payments and benefits below three times the Executive’s Base Amount, with the cash severance to be reduced first. As used in this Agreement, “Base Amount” shall have the meaning set forth in Section 280G(b)(3) of the Code. (b) If the Initial Parachute Payment exceeds 105% of three times the Executive’s Base Amount, then the Corporation shall pay to the Executive, in a cash amount in two equal installments, with the first installment to be paid on the first lump sum within five business day of the month following days after the Date of Termination and the second installment to be paid no later than January 15th of the calendar year following the year in which the first installment was paid. The Termination, a lump sum cash amount shall be equal to the sum of the following: i(A) the amount by which the payments and benefits that would have otherwise been paid by the Bank Association to the Executive pursuant to Section 6 5 of the Bank Association Agreement are reduced by the provisions of Section 7 6 of the Bank Association Agreement; ii(B) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "’s “base amount" ” from the Employers, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's ’s base amount being hereinafter referred to as the "“Initial Excess Parachute Payment";”; and iii(C) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state state, local and federal income and excise taxes on the payment provided under clause (iiB) above and on any payments under this clause (iiiC). In computing such tax allowance, the payment to be made under clause (iiB) above shall be multiplied by the "“gross up percentage" ” ("“GUP"”). The GUP shall be determined as follows: GUP = Tax Rate / 1 - Tax Rate iv) 1- Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal federal, state and state local income and employment-related tax raterate (including Social Security and Medicare taxes), including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (iiB) above is made, and shall also reflect the phase-out of deductions and the ability to deduct certain of such taxes. v(c) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "“Determinative Excess Parachute Payment"”), then the Corporation's ’s independent tax counsel or accountants shall determine the amount (the "“Adjustment Amount"”) which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's ’s benefit. As soon as practicable after the Adjustment Amount has been so determined, and in no event more than thirty (30) days after the Adjustment Amount has been determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b(d) In each calendar year that the Executive receives payments of benefits under this Section 7that constitute a parachute amount, the Executive shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' ’ fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information, with such indemnification to be paid by the Corporation to the Executive as soon as practicable and in any event no later than March 15 of the year immediately following the year in which the amount subject to indemnification was determined. The Executive shall promptly notify the Company Corporation in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 6 is being reviewed or is in dispute. The Corporation shall assume control, control at its expense, expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this SectionSection 6) and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation. (e) If the payments and benefits which the Executive would have the right to receive from the Association pursuant to Section 5 of the Association Agreement are reduced pursuant to Section 6 of the Association Agreement for reasons unrelated to Section 280G of the Code, then the Corporation shall pay to the Executive, in a lump sum within five business days after the Date of Termination, a cash amount equal to the amount by which the payments and benefits that would have otherwise been paid by the Association pursuant to Section 5 of the Association Agreement are reduced by the provisions of Section 6 of the Association Agreement.

Payment of Additional Benefits under Certain Circumstances. a) If the payments and benefits pursuant to Section 6 4 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 6 4 of the Agreement between the Bank and the Executive dated this even date ("Bank Agreement"), before giving effect to any reduction in such amounts pursuant to Section 7 of the Bank Agreement), would constitute a "parachute payment" as defined in Section 280G(b)(2) of the Code (the "Initial Parachute Payment," which includes the amounts paid pursuant to clause (iA) below), then the Corporation shall pay to the Executive, a cash amount in two thirty-six (36) equal installments, monthly installments beginning with the first installment to be paid on the first business day of the month following the Date of Termination and the second installment to be paid no later than January 15th or in a lump sum within five business days of the calendar year following Date of Termination (at the year in which the first installment was paid. The Executive's election), a cash amount shall be equal to the sum of the following: i) the amount by which the payments and benefits that would have otherwise been paid by the Bank to the Executive pursuant to Section 6 4 of the Bank Agreement are reduced by the provisions of Section 7 of the Bank Agreement; ii) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "base amount" from the Employers, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's base amount being hereinafter referred to as the "Initial Excess Parachute Payment"; iii) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state and federal income and excise taxes on the payment provided under clause (iiB) above and on any payments under this clause (iiiC). In computing such tax allowance, the payment to be made under clause (iiB) above shall be multiplied by the "gross up percentage" ("GUP"). The GUP shall be determined as follows: GUP = Tax Rate / 1 - Tax Rate iv) Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal and state income and employment-related tax rate, including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (iiB) above is made. v) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "Determinative Excess Parachute Payment"), then the Corporation's independent tax counsel or accountants shall determine the amount (the "Adjustment Amount") which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's benefit. As soon as practicable after the Adjustment Amount has been so determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b) In each calendar year that the Executive receives payments of benefits under this Section 7, the Executive shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information. The Executive shall promptly notify the Company in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 is being reviewed or is in dispute. The Corporation shall assume control, at its expense, over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this Section) and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation.

Payment of Additional Benefits under Certain Circumstances. (a) If the payments and benefits pursuant to Section 6 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Savings Bank pursuant to Section 6 5 of the Agreement between the Savings Bank and the Executive dated this even date March 7, 1996 ("Savings Bank Agreement"), before giving effect to any reduction in such amounts pursuant to Section 7 6 of the Savings Bank Agreement), would constitute a "parachute payment" as defined in Section 280G(b)(2) of the Code (the "Initial Parachute Payment," which includes the amounts paid pursuant to clause (iA) below), then the Corporation shall pay to the Executive, a cash amount in two thirty-six (36) equal installments, monthly installments beginning with the first installment to be paid on the first business day of the month following the Date of Termination and the second installment to be paid no later than January 15th of the calendar year following the year in which the first installment was paid. The Termination, a cash amount shall be equal to the sum of the following: i(A) the amount by which the payments and benefits that would have otherwise been paid by the Savings Bank to the Executive pursuant to Section 6 5 of the Savings Bank Agreement are reduced by the provisions of Section 7 6 of the Savings Bank Agreement; ii(B) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "base amount" from the Employers, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's base amount being hereinafter referred to as the "Initial Excess Parachute Payment"; iii(C) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state and federal income and excise taxes on the payment provided under clause (iiB) above and on any payments under this clause (iiiC). In computing such tax allowance, the payment to be made under clause (iiB) above shall be multiplied by the "gross up percentage" ("GUP"). The GUP shall be determined as follows: Tax Rate GUP = Tax Rate / 1 - Tax Rate iv) ----------- 1- Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal and state income and employment-related tax rate, including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (iiB) above is made. v(b) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "Determinative Excess Parachute Payment"), then the Corporation's independent tax counsel or accountants shall determine the amount (the "Adjustment Amount") which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's benefit. As soon as practicable after the Adjustment Amount has been so determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b(c) In each calendar year that the Executive receives payments of benefits under this Section 76, the Executive shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information. The Executive shall promptly notify the Company Corporation in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 6 is being reviewed or is in dispute. The Corporation shall assume control, control at its expense, expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this SectionSection 6) and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation.

Payment of Additional Benefits under Certain Circumstances. (a) If the payments and benefits pursuant to Section 6 2 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Savings Bank pursuant to Section 6 2 of the Agreement between the Savings Bank and the Executive dated this even as of the date hereof (the "Savings Bank Agreement"), before giving effect to any reduction in such amounts pursuant to the provisions of Section 7 3 of the Savings Bank Agreement), would constitute a "parachute payment" as defined in Section 280G(b)(2) of the Code (the "Initial Parachute Payment," which includes the amounts paid pursuant to clause (iA) below), then the Corporation shall pay to the Executive, a cash amount in two twenty-four (24) equal installments, monthly installments beginning with the first installment to be paid on the first business day of the month following the Date of Termination and the second installment to be paid no later than January 15th or in a lump sum within five business days of the calendar year following Date of Termination (at the year in which the first installment was paid. The Executive's election), a cash amount shall be equal to the sum of the following: i(A) the amount by which the payments and benefits that would have otherwise been paid by the Savings Bank to the Executive pursuant to Section 6 2 of the Savings Bank Agreement are reduced by the provisions of Section 7 3 of the Savings Bank Agreement; ii(B) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "base amount" from the Employers, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's base amount being hereinafter referred to as the "Initial Excess Parachute Payment";; and iii(C) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state and federal income and excise taxes on the payment provided under clause (iiB) above and on any payments under this clause (iiiC). In computing such tax allowance, the payment to be made under clause (iiB) above shall be multiplied by the "gross up percentage" ("GUP"). The GUP shall be determined as follows: Tax Rate GUP = Tax Rate / 1 - Tax Rate iv) ------------- 1- Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal and state income and employment-employment- related tax raterate (including Social Security and Medicare taxes), including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (iiB) above is mademade and shall also reflect the phase out of deductions and the ability to deduct certain of such taxes. v(b) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "Determinative Final Excess Parachute Payment"), then the Corporation's independent tax counsel or accountants shall determine the amount (the "Adjustment Amount") which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Final Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's benefit. As soon as practicable after the Adjustment Amount has been so determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b(c) In each calendar year that the Executive receives payments of benefits under this Section 73, the Executive shall report on his her state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information. The Executive shall promptly notify the Company Corporation in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 3 is being reviewed or is in dispute. The Corporation shall assume control, control at its expense, expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this SectionSection 3) and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation.

Payment of Additional Benefits under Certain Circumstances. (a) If the payments and benefits pursuant to Section 6 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 6 of the Agreement between the Bank and the Executive dated this even date ("Bank Agreement"), before giving effect to any reduction in such amounts pursuant to Section 7 of the Bank Agreement)Employers, would constitute a "“parachute payment" ” as defined in Section 280G(b)(2) of the Code (the "“Initial Parachute Payment," which includes the amounts paid pursuant to clause (i) below”), then the Corporation Bank shall pay to the Executive, in a cash amount in two equal installments, with the first installment to be paid on the first lump sum within ten business day of the month days following the Date of Termination and the second installment to be paid no later than January 15th of the calendar year following the year in which the first installment was paid. The Termination, a cash amount shall be equal to the sum of the following: i) the amount by which the payments and benefits that would have otherwise been paid by the Bank to the Executive pursuant to Section 6 of the Bank Agreement are reduced by the provisions of Section 7 of the Bank Agreement; ii(A) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "’s “base amount" ” from the Employers, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's ’s base amount being hereinafter referred to as the "“Initial Excess Parachute Payment";”; and iii(B) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state state, local and federal income and excise taxes on the payment provided under clause (iiA) above and on any payments under this clause (iiiB). In computing such tax allowance, the payment to be made under clause (iiA) above shall be multiplied by the "“gross up percentage" ” ("“GUP"”). The GUP shall be determined as follows: GUP = Tax Rate / Rate 1 - Tax Rate iv) Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal federal, state and state local income and employment-related tax raterate (including Social Security and Medicare taxes), including any applicable excise tax raterate under clause (A) above, applicable to the Executive in the year in which the payment under clause (iiB) above is made, and shall also reflect the phase-out of deductions and the ability to deduct certain of such taxes. v(b) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "“Determinative Excess Parachute Payment"”), then the Corporation's Bank’s independent tax counsel or accountants shall determine the amount (the "“Adjustment Amount"”) which either the Executive must pay to the Corporation Bank or the Corporation Bank must pay to the Executive in order to put the Executive (or the CorporationBank, as the case may be) in the same position the Executive (or the CorporationBank, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's ’s benefit. As soon as practicable after the Adjustment Amount has been so determined, and in no event more than thirty (30) days after the Corporation Adjustment Amount has been so determined, the Bank shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the CorporationBank, as the case may be. b(c) In each calendar year that the Executive receives payments of benefits under this Section 76, the Executive shall report on his state state, local and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation Bank as described above. The Corporation Bank shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' ’ fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information, with such indemnification to be paid by the Bank to the Executive as soon as practicable and in any event no later than March 15 of the year immediately following the year in which the amount subject to indemnification was determined. The Executive shall promptly notify the Company Bank in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 6 is being reviewed or is in dispute. The Corporation Bank shall assume control, control at its expense, expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this SectionSection 6) and the Executive shall cooperate fully with the Corporation Employers in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation Bank may have in connection therewith without the prior consent of the CorporationBank.

Payment of Additional Benefits under Certain Circumstances. (a) If the payments and benefits pursuant to Section 6 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 6 5 of the Agreement between the Bank and the Executive dated this even date December 9, 1997 ("Bank Agreement"), before giving effect to any reduction in such amounts pursuant to Section 7 6 of the Bank Agreement), would constitute a "parachute payment" as defined in Section 280G(b)(2) of the Code (the "Initial Parachute Payment," which includes the amounts paid pursuant to clause (iA) below), then the Corporation shall pay to the Executive, a cash amount in two thirty-six (36) equal installments, monthly installments beginning with the first installment to be paid on the first business day of the month following the Date of Termination and the second installment to be paid no later than January 15th or in a lump sum within five business days of the calendar year following Date of Termination (at the year in which the first installment was paid. The Executive's election), a cash amount shall be equal to the sum of the following: i(A) the amount by which the payments and benefits that would have otherwise been paid by the Bank to the Executive pursuant to Section 6 5 of the Bank Agreement are reduced by the provisions of Section 7 6 of the Bank Agreement; ii(B) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "base amount" from the Employers, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's base amount being hereinafter referred to as the "Initial Excess Parachute Payment"; iii(C) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state and federal income and excise taxes on the payment provided under clause (ii) above and on any payments under this clause (iiiC). In computing such tax allowance, the payment to be made under clause (iiB) above shall be multiplied by the "gross up percentage" ("GUP"). The GUP shall be determined as follows: Tax Rate GUP = Tax Rate / 1 - Tax Rate iv) ----------- 1- Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal and state income and employment-related tax rate, including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (iiB) above is made. v(b) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "Determinative Excess Parachute Payment"), then the Corporation's independent tax counsel or accountants shall determine the amount (the "Adjustment Amount") which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's benefit. As soon as practicable after the Adjustment Amount has been so determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b(c) In each calendar year that the Executive receives payments of benefits under this Section 76, the Executive shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information. The Executive shall promptly notify the Company Corporation in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 6 is being reviewed or is in dispute. The Corporation shall assume control, control at its expense, expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this SectionSection 6) and the 9 9 Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation.

Payment of Additional Benefits under Certain Circumstances. (a) If (i) the payments and benefits pursuant to Section 6 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 6 5 of the Agreement between the Bank and the Executive dated this even as of the date hereof ("“Bank Agreement"”), before giving effect to any reduction in such amounts pursuant to Section 7 6 of the Bank Agreement), would constitute a "“parachute payment" ” as defined in Section 280G(b)(2) of the Code (the "“Initial Parachute Payment," ” which includes the amounts paid pursuant to clause (iA) below), and (ii) the Initial Parachute Payment either equals three times the Executive’s Base Amount or exceed three times the Executive’s Base Amount but by an amount less than 5% of three times the Executive’s Base Amount, then the Initial Parachute Payment shall be reduced by the least amount necessary to bring the present value of the payments and benefits below three times the Executive’s Base Amount, with the cash severance to be reduced first. As used in this Agreement, “Base Amount” shall have the meaning set forth in Section 280G(b)(3) of the Code. (b) If the Initial Parachute Payment exceeds 105% of three times the Executive’s Base Amount, then the Corporation shall pay to the Executive, in a lump sum within five business days after the Date of Termination, a cash amount in two equal installments, with the first installment to be paid on the first business day of the month following the Date of Termination and the second installment to be paid no later than January 15th of the calendar year following the year in which the first installment was paid. The cash amount shall be equal to the sum of the following: i(A) the amount by which the payments and benefits that would have otherwise been paid by the Bank to the Executive pursuant to Section 6 5 of the Bank Agreement are reduced by the provisions of Section 7 6 of the Bank Agreement; ii(B) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "’s “base amount" ” from the Employers, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's ’s base amount being hereinafter referred to as the "“Initial Excess Parachute Payment";”; and iii(C) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state and federal income and excise taxes on the payment provided under clause (iiB) above and on any payments under this clause (iiiC). In computing such tax allowance, the payment to be made under clause (iiB) above shall be multiplied by the "“gross up percentage" ” ("“GUP"”). The GUP shall be determined as follows: GUP = Tax Rate / 1 - Tax Rate iv) 1- Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal and state income and employment-related tax raterate (including Social Security and Medicare taxes), including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (iiB) above is made, and shall also reflect the phase-out of deductions and the ability to deduct certain of such taxes. v(c) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "“Determinative Excess Parachute Payment"”), then the Corporation's ’s independent tax counsel or accountants shall determine the amount (the "“Adjustment Amount"”) which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's ’s benefit. As soon as practicable after the Adjustment Amount has been so determined, and in no event more than thirty (30) days after the Adjustment Amount has been determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b(d) In each calendar year that the Executive receives payments of benefits under this Section 7that constitute a parachute amount, the Executive shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' ’ fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information. The Executive shall promptly notify the Company Corporation in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 6 is being reviewed or is in dispute. The Corporation shall assume control, control at its expense, expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this SectionSection 6) and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation. (e) If the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 5 of the Bank Agreement are reduced pursuant to Section 6 of the Bank Agreement for reasons unrelated to Section 280G of the Code, then the Corporation shall pay to the Executive, in a lump sum within five business days after the Date of Termination, a cash amount equal to the amount by which the payments and benefits that would have otherwise been paid by the Bank pursuant to Section 5 of the Bank Agreement are reduced by the provisions of Section 6 of the Bank Agreement.

Payment of Additional Benefits under Certain Circumstances. (a) If (i) the payments and benefits pursuant to Section 6 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 6 5 of the Agreement between the Bank and the Executive dated this even as of the date hereof ("“Bank Agreement"”), before giving effect to any reduction in such amounts pursuant to Section 7 6 of the Bank Agreement), would constitute a "“parachute payment" ” as defined in Section 280G(b)(2) of the Code (the "“Initial Parachute Payment," which includes ”), and (ii) the amounts paid pursuant Initial Parachute Payment either equals three times the Executive’s Base Amount or exceed three times the Executive’s Base Amount but by an amount less than 5% of three times the Executive’s Base Amount, then the Initial Parachute Payment shall be reduced by the least amount necessary to clause bring the present value of the payments and benefits below three times the Executive’s Base Amount, with the cash severance to be reduced first. As used in this Agreement, “Base Amount” shall have the meaning set forth in Section 280G(b)(3) of the Code. (ib) below)If the Initial Parachute Payment exceeds 105% of three times the Executive’s Base Amount, then the Corporation shall pay to the Executive, in a lump sum within five business days after the Date of Termination, a cash amount in two equal installments, with the first installment to be paid on the first business day of the month following the Date of Termination and the second installment to be paid no later than January 15th of the calendar year following the year in which the first installment was paid. The cash amount shall be equal to the sum of the following: i(A) the amount by which the payments and benefits that would have otherwise been paid by the Bank to the Executive pursuant to Section 6 5 of the Bank Agreement are reduced by the provisions of Section 7 6 of the Bank Agreement; ii(B) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "“base amount" ” from the Employers, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's base amount being hereinafter referred to as the "“Initial Excess Parachute Payment";”; and iii(C) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state and federal income and excise taxes on the payment provided under clause (iiB) above and on any payments under this clause (iiiC). In computing such tax allowance, the payment to be made under clause (iiB) above shall be multiplied by the "“gross up percentage" ” ("“GUP"”). The GUP shall be determined as follows: GUP = Tax Rate / 1 - Tax Rate iv) 1- Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal and state income and employment-related tax raterate (including Social Security and Medicare taxes), including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (iiB) above is made, and shall also reflect the phase-out of deductions and the ability to deduct certain of such taxes. v(c) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "“Determinative Excess Parachute Payment"”), then the Corporation's independent tax counsel or accountants shall determine the amount (the "“Adjustment Amount"”) which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's benefit. As soon as practicable after the Adjustment Amount has been so determined, and in no event more than thirty (30) days after the Adjustment Amount has been determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b(d) In each calendar year that the Executive receives payments of benefits under this Section 7that constitute a parachute amount, the Executive shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information, with such indemnification to be paid by the Corporation to the Executive as soon as practicable and in any event no later than March 15 of the year immediately following the year in which the amount subject to indemnification was determined. The Executive shall promptly notify the Company Corporation in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 6 is being reviewed or is in dispute. The Corporation shall assume control, control at its expense, expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this Section) Section 6), and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation. (e) If the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 5 of the Bank Agreement are reduced pursuant to Section 6 of the Bank Agreement for reasons unrelated to Section 280G of the Code, then the Corporation shall pay to the Executive, in a lump sum within five business days after the Date of Termination, a cash amount equal to the amount by which the payments and benefits that would have otherwise been paid by the Bank pursuant to Section 5 of the Bank Agreement are reduced by the provisions of Section 6 of the Bank Agreement.

Payment of Additional Benefits under Certain Circumstances. a) If the payments and benefits pursuant to Section 6 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 6 of the Agreement between the Bank and the Executive dated this even date ("Bank Agreement"), before giving effect to any reduction in such amounts pursuant to Section 7 of the Bank Agreement), would constitute a "“parachute payment" ” as defined in Section 280G(b)(2) of the Code (the "“Initial Parachute Payment," ” which includes the amounts paid pursuant to clause (i) below), then the Corporation shall pay to the Executive, a cash amount in two equal installments, with the first installment to be paid on the first business day of the month following the Date of Termination and the second installment to be paid no later than January 15th on the first anniversary of the calendar year following the year in which the first installment was paidDate of Termination. The cash amount shall be equal to the sum of the following: i) the amount by which the payments and benefits that would have otherwise been paid by the Bank to the Executive pursuant to Section 6 of the Bank Agreement are reduced by the provisions of Section 7 of the Bank Agreement; ii) twenty percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "’s “base amount" ” from the Employers, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's ’s base amount being hereinafter referred to as the "“Initial Excess Parachute Payment";”; and iii) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state and federal income and excise taxes on the payment provided under clause (ii) above and on any payments under this clause (iii). In computing such tax allowance, the payment to be made under clause (ii) above shall be multiplied by the "“gross up percentage" ” ("“GUP"”). The GUP shall be determined as follows: GUP = Tax Rate / 1 - – Tax Rate iv) Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal and state income and employment-related tax rate, including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (ii) above is made. v) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "“Determinative Excess Parachute Payment"”), then the Corporation's ’s independent tax counsel or accountants shall determine the amount (the "“Adjustment Amount"”) which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's ’s benefit. As soon as practicable after the Adjustment Amount has been so determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b) In each calendar year that the Executive receives payments of benefits under this Section 7, the Executive shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' ’ fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information. The Executive shall promptly notify the Company Corporation in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 is being reviewed or is in dispute. The Corporation shall assume control, at its expense, over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this Section) and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation.

Payment of Additional Benefits under Certain Circumstances. (a) If (i) the payments and benefits pursuant to Section 6 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 6 5 of the Agreement between the Bank and the Executive dated this even as of the date hereof ("“Bank Agreement"”), before giving effect to any reduction in such amounts pursuant to Section 7 6 of the Bank Agreement), would constitute a "“parachute payment" ” as defined in Section 280G(b)(2) of the Code (the "“Initial Parachute Payment," ” which includes the amounts paid pursuant to clause (iA) below), and (ii) the Initial Parachute Payment either equals three times the Executive’s Base Amount or exceed three times the Executive’s Base Amount but by an amount less than 5% of three times the Executive’s Base Amount, then the Initial Parachute Payment shall be reduced by the least amount necessary to bring the present value of the payments and benefits below three times the Executive’s Base Amount, with the cash severance to be reduced first. As used in this Agreement, “Base Amount” shall have the meaning set forth in Section 280G(b)(3) of the Code. (b) If the Initial Parachute Payment exceeds 105% of three times the Executive’s Base Amount, then the Corporation shall pay to the Executive, in a lump sum within five business days after the Date of Termination, a cash amount in two equal installments, with the first installment to be paid on the first business day of the month following the Date of Termination and the second installment to be paid no later than January 15th of the calendar year following the year in which the first installment was paid. The cash amount shall be equal to the sum of the following: i(A) the amount by which the payments and benefits that would have otherwise been paid by the Bank to the Executive pursuant to Section 6 5 of the Bank Agreement are reduced by the provisions of Section 7 6 of the Bank Agreement; ii(B) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "’s “base amount" ” from the Employers, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's ’s base amount being hereinafter referred to as the "“Initial Excess Parachute Payment";”; and iii(C) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state and federal income and excise taxes on the payment provided under clause (iiB) above and on any payments under this clause (iiiC). In computing such tax allowance, the payment to be made under clause (iiB) above shall be multiplied by the "“gross up percentage" ” ("“GUP"”). The GUP shall be determined as follows: GUP = Tax Rate / 1 - Tax Rate iv) 1- Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal and state income and employment-related tax raterate (including Social Security and Medicare taxes), including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (iiB) above is made, and shall also reflect the phase-out of deductions and the ability to deduct certain of such taxes. v(c) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "“Determinative Excess Parachute Payment"”), then the Corporation's ’s independent tax counsel or accountants shall determine the amount (the "“Adjustment Amount"”) which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's ’s benefit. As soon as practicable after the Adjustment Amount has been so determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b(d) In each calendar year that the Executive receives payments of benefits under this Section 7that constitute a parachute amount, the Executive shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' ’ fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information. The Executive shall promptly notify the Company Corporation in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 6 is being reviewed or is in dispute. The Corporation shall assume control, control at its expense, expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this SectionSection 6) and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation.

Payment of Additional Benefits under Certain Circumstances. (a) If the payments and benefits pursuant to Section 6 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 6 5 of the Agreement between the Bank and the Executive dated this even as of the date hereof ("Bank Agreement"), before giving effect to any reduction in such amounts pursuant to Section 7 6 of the Bank Agreement), would constitute a "parachute payment" as defined in Section 280G(b)(2) of the Code (the "Initial Parachute Payment," which includes the amounts paid pursuant to clause (iA) below), then the Corporation shall pay to the Executive, a cash amount in two thirty-six (36) equal installments, monthly installments beginning with the first installment to be paid on the first business day of the month following the Date of Termination and the second installment to be paid no later than January 15th or in a lump sum within five business days of the calendar year following Date of Termination (at the year in which the first installment was paid. The Executive's election), a cash amount shall be equal to the sum of the following: i(A) the amount by which the payments and benefits that would have otherwise been paid by the Bank to the Executive pursuant to Section 6 5 of the Bank Agreement are reduced by the provisions of Section 7 6 of the Bank Agreement; ii(B) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "base amount" from the Employers, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's base amount being hereinafter referred to as the "Initial Excess Parachute Payment"; iii(C) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state and federal income and excise taxes on the payment provided under clause (iiB) above and on any payments under this clause (iiiC). In computing such tax allowance, the payment to be made under clause (iiB) above shall be multiplied by the "gross up percentage" ("GUP"). The GUP shall be determined as follows: GUP = Tax Rate / 1 - Tax Rate iv) ---------- 1-Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal and state income and employment-related tax rate, including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (iiB) above is made. v(b) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "Determinative Excess Parachute Payment"), then the Corporation's independent tax counsel or accountants shall determine the amount (the "Adjustment Amount") which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's benefit. As soon as practicable after the Adjustment Amount has been so determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b(c) In each calendar year that the Executive receives payments of benefits under this Section 76, the Executive shall report on his her state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information. The Executive shall promptly notify the Company Corporation in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 6 is being reviewed or is in dispute. The Corporation shall assume control, control at its expense, expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this SectionSection 6) and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation.

Payment of Additional Benefits under Certain Circumstances. a) If the payments and benefits pursuant to Section 6 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 6 of the Agreement between the Bank and the Executive dated this even date ("Bank Agreement"), before giving effect to any reduction in such amounts pursuant to Section 7 of the Bank Agreement), would constitute a "“parachute payment" ” as defined in Section 280G(b)(2) of the Code (the "“Initial Parachute Payment," ” which includes the amounts paid pursuant to clause (i) below), then the Corporation shall pay to the Executive, a cash amount in two equal installments, with the first installment to be paid on the first business day of the month following the Date of Termination and the second installment to be paid no later than January 15th on the first anniversary of the calendar year following the year in which the first installment was paidDate of Termination. The cash amount shall be equal to the sum of the following: i) the amount by which the payments and benefits that would have otherwise been paid by the Bank to the Executive pursuant to Section 6 of the Bank Agreement are reduced by the provisions of Section 7 of the Bank Agreement; ii) twenty percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "’s “base amount" ” from the Employers, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's ’s base amount being hereinafter referred to as the "“Initial Excess Parachute Payment";”; and iii) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state and federal income and excise taxes on the payment provided under clause (ii) above and on any payments under this clause (iii). In computing such tax allowance, the payment to be made under clause (ii) above shall be multiplied by the "“gross up percentage" ” ("“GUP"”). The GUP shall be determined as follows: GUP = Tax Rate / 1 - – Tax Rate iv) Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal and state income and employment-related tax rate, including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (ii) above is made. v) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "“Determinative Excess Parachute Payment"”), then the Corporation's ’s independent tax counsel or accountants shall determine the amount (the "“Adjustment Amount"”) which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's benefit. As soon as practicable after the Adjustment Amount has been so determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b) In each calendar year that the Executive receives payments of benefits under this Section 7, the Executive shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information. The Executive shall promptly notify the Company in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 is being reviewed or is in dispute. The Corporation shall assume control, at its expense, over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this Section) and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation.in

Payment of Additional Benefits under Certain Circumstances. (a) If (i) the payments and benefits pursuant to Section 6 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers Corporation and the Bank (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 6 5 of the Agreement between the Bank and the Executive dated this even as of the date hereof ("the “Bank Agreement"”), before giving effect to any reduction in such amounts pursuant to Section 7 6 of the Bank Agreement), would constitute a "“parachute payment" ” as defined in Section 280G(b)(2) of the Code (the "“Initial Parachute Payment," which includes ”), and (ii) the amounts paid pursuant Initial Parachute Payment either equals three times the Executive’s Base Amount or exceeds three times the Executive’s Base Amount but by an amount less than 5% of three times the Executive’s Base Amount, then the Initial Parachute Payment shall be reduced by the least amount necessary to clause bring the present value of the payments and benefits below three times the Executive’s Base Amount, with the cash severance to be reduced first. As used in this Agreement, “Base Amount” shall have the meaning set forth in Section 280G(b)(3) of the Code. (ib) below)If the Initial Parachute Payment exceeds 105% of three times the Executive’s Base Amount, then the Corporation shall pay to the Executive, in a lump sum within five business days after the Date of Termination, a cash amount in two equal installments, with the first installment to be paid on the first business day of the month following the Date of Termination and the second installment to be paid no later than January 15th of the calendar year following the year in which the first installment was paid. The cash amount shall be equal to the sum of the following: (i) the amount by which the payments and benefits that would have otherwise been paid by the Bank to the Executive pursuant to Section 6 5 of the Bank Agreement are reduced by the provisions of Section 7 6 of the Bank Agreement; (ii) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "“base amount" ” from the EmployersCorporation and the Bank, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's base amount being hereinafter referred to as the "“Initial Excess Parachute Payment";”; and (iii) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state and federal income and excise taxes on the payment provided under clause (iib)(ii) above and on any payments under this clause (iii). In computing such tax allowance, the payment to be made under clause (iib)(ii) above shall be multiplied by the "“gross up percentage" ” ("“GUP"”). The GUP shall be determined as follows: GUP = Tax Rate / 1 - : 1- Tax Rate iv) Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal and state income and employment-related tax rate, including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (ii) above is made. vc) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "“Determinative Excess Parachute Payment"”), then the Corporation's independent tax counsel or accountants shall determine the amount (the "“Adjustment Amount"”) which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's benefit. As soon as practicable after the Adjustment Amount has been so determined, and in no event more than thirty (30) days after the Adjustment Amount has been determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b(d) In each calendar year that the Executive receives payments of benefits under this Section 7that constitute a parachute amount, the Executive shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information, with such indemnification to be paid by the Corporation to the Executive as soon as practicable and in any event no later than March 15 of the year immediately following the year in which the amount subject to indemnification was determined. The Executive shall promptly notify the Company Corporation in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 6 is being reviewed or is in dispute. The Corporation shall assume control, control at its expense, expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this Section) Section 6), and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation. (e) If the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 5 of the Bank Agreement are reduced pursuant to Section 6 of the Bank Agreement for reasons unrelated to Section 280G of the Code, then the Corporation shall pay to the Executive, in a lump sum within five business days after the Date of Termination, a cash amount equal to the amount by which the payments and benefits that would have otherwise been paid by the Bank pursuant to Section 5 of the Bank Agreement are reduced by the provisions of Section 6 of the Bank Agreement.

Payment of Additional Benefits under Certain Circumstances. (a) If In the event that the payments and benefits pursuant to Section 6 5(i) hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 6 of the Agreement between the Bank and the Executive dated this even date ("Bank Agreement"), or their predecessors or successors but before giving effect to any reduction in such amounts pursuant to this Section 7 of the Bank Agreement)7, would constitute a "“parachute payment" ” as defined in Section 280G(b)(2) of the Code (the "“Initial Parachute Payment," which includes the amounts paid pursuant to clause (i) below”), then the Corporation shall pay to the Executive, in a cash amount in two equal installments, with lump sum within the first installment to be paid on the first business day earlier of the month thirty (30) days following the Date of Termination and or the second installment to be paid no later than January 15th of the calendar year next following the year in which the first installment was paid. The December 31, a cash amount shall be equal to the sum of the following: i) the amount by which the payments and benefits that would have otherwise been paid by the Bank to the Executive pursuant to Section 6 of the Bank Agreement are reduced by the provisions of Section 7 of the Bank Agreement; ii(A) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the CodeCode or any successor thereto) of the amount by which the Initial Parachute Payment exceeds the Executive's "’s “base amount" ” from the Employers, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's ’s base amount being hereinafter referred to as the "“Initial Excess Parachute Payment";”; and iii(B) such additional amount (tax allowancethe “Tax Allowance”) as may be necessary to compensate the Executive for the payment by the Executive of state and federal income and excise and other taxes on the payment provided under clause (iiA) above and on any payments under this clause (iiiB). In computing such tax allowance, The Tax Allowance shall be calculated by multiplying the “gross up percentage” (“GUP”) by the payment to be made under clause (iiA) above shall be multiplied by the "gross up percentage" ("GUP")above. The GUP shall be determined as follows: GUP = Tax Rate / 1 - Tax Rate iv) 1- Tax Rate The Tax Rate for purposes of computing the GUP shall be equal to the sum of (i) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code or any successor thereto), and (ii) the highest marginal federal and state income and employment-related tax rate, rate (including any applicable excise tax rate, Social Security and Medicare taxes) applicable to the Executive in the year in which the payment under clause (iiB) above is made, and shall also reflect the phase-out of deductions and the ability to deduct certain of such taxes. All determinations to be made pursuant to this Section 7 shall be based upon the opinion of independent counsel selected by the Employers and paid for by the Employers; provided, however, that such counsel shall be reasonably acceptable to the Executive. v(b) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "“Determinative Excess Parachute Payment"”), then the Corporation's ’s independent tax counsel or accountants shall determine the amount (the "“Adjustment Amount"”) which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's ’s benefit. As soon as practicable after the Adjustment Amount has been so determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b(c) In each calendar year that the Executive receives payments of benefits under this Section 7, the Executive shall report on his her state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' ’ fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information. The Executive shall promptly notify the Company Corporation in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 is being reviewed or is in dispute. The Corporation shall assume control, control at its expense, expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this SectionSection 7) and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation.

Payment of Additional Benefits under Certain Circumstances. (a) If the payments and benefits pursuant to Section 6 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Savings Bank pursuant to Section 6 5 of the Agreement between the Savings Bank and the Executive dated this even as of the date hereof (the "Savings Bank Agreement"), before giving effect to any reduction in such amounts pursuant to Section 7 6 of the Savings Bank Agreement), would constitute a "parachute payment" as defined in Section 280G(b)(2) of the Code (the "Initial Parachute Payment," which includes the amounts paid pursuant to clause (iA) below), then the Corporation shall pay to the Executive, a cash amount in two thirty-six (36) equal installments, monthly installments beginning with the first installment to be paid on the first business day of the month following the Date of Termination and or in a lump sum within five business days of 8 the second installment to be paid no later than January 15th Date of Termination (at the calendar year following the year in which the first installment was paid. The Executive's election), a cash amount shall be equal to the sum of the following: i(A) the amount by which the payments and benefits that would have otherwise been paid by the Savings Bank to the Executive pursuant to Section 6 5 of the Savings Bank Agreement are reduced by the provisions of Section 7 6 of the Savings Bank Agreement; ii(B) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "base amount" from the Employers, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's base amount being hereinafter referred to as the "Initial Excess Parachute Payment";; and iii(C) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state and federal income and excise taxes on the payment provided under clause (iiB) above and on any payments under this clause (iiiC). In computing such tax allowance, the payment to be made under clause (iiB) above shall be multiplied by the "gross up percentage" ("GUP"). The GUP shall be determined as follows: Tax Rate GUP = Tax Rate / 1 - Tax Rate iv) ------------- 1- Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal and state income and employment-employment- related tax raterate (including Social Security and Medicare taxes), including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (iiB) above is mademade and shall also reflect the phase out of deductions and the ability to deduct certain of such taxes. v(b) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "Determinative Final Excess Parachute Payment"), then the Corporation's independent tax counsel or accountants shall determine the amount (the "Adjustment Amount") which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Final Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's benefit. As soon as practicable after the Adjustment Amount has been so determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b(c) In each calendar year that the Executive receives payments of benefits under this Section 76, the Executive shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information. The Executive shall promptly notify the Company Corporation in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 6 is being reviewed or is in dispute. The Corporation shall assume control, control at its expense, expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this SectionSection 6) and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation.

Payment of Additional Benefits under Certain Circumstances. (a) If the payments and benefits pursuant to Section 6 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 6 5 of the Agreement between the Bank and the Executive dated this even date December 19, 1997 ("Bank Agreement"), before giving effect to any reduction in such amounts pursuant to Section 7 6 of the Bank Agreement), would constitute a "parachute payment" as defined in Section 280G(b)(2) of the Code (the "Initial Parachute Payment," which includes the amounts paid pursuant to clause (iA) below), then the Corporation shall pay to the Executive, a cash amount in two thirty-six (36) equal installments, monthly installments beginning with the first installment to be paid on the first business day of the month following the Date of Termination and the second installment to be paid no later than January 15th or in a lump sum within five business days of the calendar year following Date of Termination (at the year in which the first installment was paid. The Executive's election), a cash amount shall be equal to the sum of the following: i(A) the amount by which the payments and benefits that would have otherwise been paid by the Bank to the Executive pursuant to Section 6 5 of the Bank Agreement are reduced by the provisions of Section 7 6 of the Bank Agreement; ii(B) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "base amount" from the Employers, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's base amount being hereinafter referred to as the "Initial Excess Parachute Payment"; iii(C) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state and federal income and excise taxes on the payment provided under clause (iiB) above and on any payments under this clause (iiiC). In computing such tax allowance, the payment to be made under clause (iiB) above shall be multiplied by the "gross up percentage" ("GUP"). The GUP shall be determined as follows: Tax Rate GUP = Tax Rate / 1 - Tax Rate iv) ----------- 1- Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal and state income and employment-related tax rate, including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (iiB) above is made. v(b) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment party (such different amount being hereafter referred to as the "Determinative Excess Parachute Payment"), then the Corporation's independent tax counsel or accountants shall determine the amount (the "Adjustment Amount") which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's benefit. As soon as practicable after the Adjustment Amount has been so determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. bc) In each calendar year that the Executive receives payments of benefits under this Section 76, the Executive shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information. The Executive shall promptly notify the Company Corporation in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 6 is being reviewed or is in dispute. The Corporation shall assume control, control at its expense, expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this SectionSection 6) and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation.

Payment of Additional Benefits under Certain Circumstances. (a) If the payments and benefits pursuant to Section 6 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 6 5 of the Agreement between the Bank and the Executive dated this even date May 1, 1997 ("Bank Agreement"), before giving effect to any reduction in such amounts pursuant to Section 7 6 of the Bank Agreement), ) would constitute a "parachute payment" as defined in Section 280G(b)(2) of the Code (the "Initial Parachute Payment," which includes the amounts paid pursuant to clause (iA) below), then the Corporation shall pay to the Executive, a cash amount in two thirty-six (36) equal installments, monthly installments beginning with the first installment to be paid on the first business day of the month following the Date of Termination and the second installment to be paid no later than January 15th of the calendar year following the year in which the first installment was paid. The Termination, a cash amount shall be equal to the sum of the following: i(A) the amount by which the payments and benefits that would have otherwise been paid by the Bank to the Executive pursuant to Section 6 5 of the Bank Agreement are reduced by the provisions of Section 7 6 of the Bank Agreement; ii(B) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "base amount" from the Employers, as defined in Section 280G(b)(3280(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's base amount being hereinafter referred to as the "Initial Excess Parachute Payment;"; iii(C) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state and federal income and excise taxes on the payment provided under clause (iiB) above and on any payments under this clause (iiiC). In computing such tax allowance, the payment to be made under clause (iiB) above shall be multiplied by the "gross up percentage" ("GUP"). The GUP shall be determined as follows: Tax Rate GUP = Tax Rate / 1 - Tax Rate iv) _______________ 1-Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal and state income and employment-related tax rate, including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (iiB) above is made. v(b) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "Determinative Excess Parachute Payment"), then the Corporation's independent tax counsel or accountants shall determine the amount (the "Adjustment Amount") which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Excess excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's benefit. As soon as practicable after the Adjustment Amount has been so determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b(c) In each calendar year that the Executive receives payments of benefits under this Section 76, the Executive shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information. The Executive shall promptly notify the Company Corporation in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 6 is being reviewed or is in dispute. The Corporation shall assume control, control at its expense, expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this SectionSection 6) and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any an compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation.

Payment of Additional Benefits under Certain Circumstances. (a) If the payments and benefits pursuant to Section 6 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Savings Bank pursuant to Section 6 5 of the Agreement between the Savings Bank and the Executive dated this even as of the date hereof (the "Savings Bank Agreement"), before giving effect to any reduction in such amounts pursuant to the provision of Section 7 6 of the Savings Bank Agreement), would constitute a "parachute payment" as defined in Section 280G(b)(2) of the Code (the "Initial Parachute Payment," which includes the amounts paid pursuant to clause (iA) below), then the Corporation shall pay to the Executive, a cash amount in two thirty-six (36) equal installments, monthly installments beginning with the first installment to be paid on the first business day of the month following the Date of Termination and the second installment to be paid no later than January 15th or in a lump sum within five business days of the calendar year following Date of Termination (at the year in which the first installment was paid. The Executive's election), a cash amount shall be equal to the sum of the following: i(A) the amount by which the payments and benefits that would have otherwise been paid by the Savings Bank to the Executive pursuant to Section 6 5 of the Savings Bank Agreement are reduced by the provisions of Section 7 6 of the Savings Bank Agreement; ii(B) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "base amount" from the Employers, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's base amount being hereinafter referred to as the "Initial Excess Parachute Payment";; and iii(C) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state and federal income and excise taxes on the payment provided under clause (iiB) above and on any payments under this clause (iiiC). In computing such tax allowance, the payment to be made under clause (iiB) above shall be multiplied by the "gross up percentage" ("GUP"). The GUP shall be determined as follows: Tax Rate GUP = Tax Rate / 1 - Tax Rate iv) ----------- 1- Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal and state income and employment-related tax rate, including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (iiB) above is made. v(b) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "Determinative Excess Parachute Payment"), then the Corporation's independent tax counsel or accountants shall determine the amount (the "Adjustment Amount") which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's benefit. As soon as practicable after the Adjustment Amount has been so determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b) In each calendar year that the Executive receives payments of benefits under this Section 7, the Executive shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information. The Executive shall promptly notify the Company in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 is being reviewed or is in dispute. The Corporation shall assume control, at its expense, over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this Section) and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation.the

Payment of Additional Benefits under Certain Circumstances. (a) If (i) the payments and benefits pursuant to Section 6 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers Corporation and the Association (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank Association pursuant to Section 6 5 of the Agreement between the Bank Association and the Executive dated this even as of the date hereof ("Bank “Association Agreement"”), before giving effect to any reduction in such amounts pursuant to Section 7 6 of the Bank Association Agreement), would constitute a "“parachute payment" ” as defined in Section 280G(b)(2) of the Code (the "“Initial Parachute Payment," ” which includes the amounts paid pursuant to clause (iA) below), and (ii) the Initial Parachute Payment either equals three times the Executive’s Base Amount or exceed three times the Executive’s Base Amount but by an amount less than 5% of three times the Executive’s Base Amount, then the Initial Parachute Payment shall be reduced by the least amount necessary to bring the present value of the payments and benefits below three times the Executive’s Base Amount, with the cash severance to be reduced first. As used in this Agreement, “Base Amount” shall have the meaning set forth in Section 280G(b)(3) of the Code. (b) If the Initial Parachute Payment exceeds 105% of three times the Executive’s Base Amount, then the Corporation shall pay to the Executive, in a cash amount in two equal installments, with the first installment to be paid on the first lump sum within five business day of the month following days after the Date of Termination and the second installment to be paid no later than January 15th of the calendar year following the year in which the first installment was paid. The Termination, a lump sum cash amount shall be equal to the sum of the following: i(A) the amount by which the payments and benefits that would have otherwise been paid by the Bank Association to the Executive pursuant to Section 6 5 of the Bank Association Agreement are reduced by the provisions of Section 7 6 of the Bank Association Agreement; ii(B) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "’s “base amount" ” from the EmployersCorporation and the Association, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's ’s base amount being hereinafter referred to as the "“Initial Excess Parachute Payment";”; and iii(C) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state state, local and federal income and excise taxes on the payment provided under clause (iiB) above and on any payments under this clause (iiiC). In computing such tax allowance, the payment to be made under clause (iiB) above shall be multiplied by the "“gross up percentage" ” ("“GUP"”). The GUP shall be determined as follows: GUP = Tax Rate / 1 - Tax Rate iv) 1- Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal federal, state and state local income and employment-related tax raterate (including Social Security and Medicare taxes), including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (iiB) above is made, and shall also reflect the phase-out of deductions and the ability to deduct certain of such taxes. v(c) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "“Determinative Excess Parachute Payment"”), then the Corporation's ’s independent tax counsel or accountants shall determine the amount (the "“Adjustment Amount"”) which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's ’s benefit. As soon as practicable after the Adjustment Amount has been so determined, and in no event more than thirty (30) days after the Adjustment Amount has been determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b(d) In each calendar year that the Executive receives payments of benefits under this Section 7that constitute a parachute amount, the Executive shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' ’ fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information, with such indemnification to be paid by the Corporation to the Executive as soon as practicable and in any event no later than March 15 of the year immediately following the year in which the amount subject to indemnification was determined. The Executive shall promptly notify the Company Corporation in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 6 is being reviewed or is in dispute. The Corporation shall assume control, control at its expense, expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this SectionSection 6) and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation. (e) If the payments and benefits which the Executive would have the right to receive from the Association pursuant to Section 5 of the Association Agreement are reduced pursuant to Section 6 of the Association Agreement for reasons unrelated to Section 280G of the Code, then the Corporation shall pay to the Executive, in a lump sum within five business days after the Date of Termination, a cash amount equal to the amount by which the payments and benefits that would have otherwise been paid by the Association pursuant to Section 5 of the Association Agreement are reduced by the provisions of Section 6 of the Association Agreement.

Payment of Additional Benefits under Certain Circumstances. (a) If (i) the payments and benefits pursuant to Section 6 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers Corporation and/or the Bank (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 6 5 of the Bank Agreement between the Bank and the Executive dated this even date ("Bank Agreement"), before giving effect to any reduction in such amounts pursuant to Section 7 6 of the Bank Agreement), would constitute a "“parachute payment" ” as defined in Section 280G(b)(2) of the Code (the "“Initial Parachute Payment," ” which includes the amounts paid pursuant to clause (iA) below), and (ii) the Initial Parachute Payment either equals three times the Executive’s Base Amount or exceed three times the Executive’s Base Amount but by an amount less than 5% of three times the Executive’s Base Amount, then the Initial Parachute Payment shall be reduced by the least amount necessary to bring the present value of the payments and benefits below three times the Executive’s Base Amount, with the cash severance to be reduced first. As used in this Agreement, “Base Amount” shall have the meaning set forth in Section 280G(b)(3) of the Code. (b) If the Initial Parachute Payment exceeds 105% of three times the Executive’s Base Amount, then the Corporation shall pay to the Executive, in a cash amount in two equal installments, with the first installment to be paid on the first lump sum within five business day of the month following days after the Date of Termination and the second installment to be paid no later than January 15th of the calendar year following the year in which the first installment was paid. The Termination, a lump sum cash amount shall be equal to the sum of the following: (i) the amount by which the payments and benefits that would have otherwise been paid by the Bank to the Executive pursuant to Section 6 5 of the Bank Agreement are reduced by the provisions of Section 7 6 of the Bank Agreement; (ii) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "’s “base amount" ” from the EmployersCorporation and the Bank, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's ’s base amount being hereinafter referred to as the "“Initial Excess Parachute Payment";”; and (iii) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state state, local and federal income taxes, employment-related taxes (including Social Security and Medicare taxes) and excise taxes on the payment provided under clause (ii) above and on any payments under this clause (iii). In computing such tax allowance, the payment to be made under clause (ii) above shall be multiplied by the "“gross up percentage" ” ("“GUP"”). The GUP shall be determined as follows: GUP = Tax Rate / 1 - Tax Rate iv) 1- Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal federal, state and state local income and employment-related tax raterate (including Social Security and Medicare taxes), including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (ii) above is made, and shall also reflect the phase-out of deductions and the ability to deduct certain of such taxes. v(b) The “Adjusted Excess Parachute Payment” shall equal the Initial Excess Parachute Payment plus the amounts paid pursuant to clauses (ii) and (iii) of Section 6(a) above. (c) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Adjusted Excess Parachute Payment (such different amount being hereafter referred to as the "“Determinative Excess Parachute Payment"”), then the Corporation's ’s independent tax counsel or accountants shall determine the amount (the "“Adjustment Amount"”) which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Adjusted Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's ’s benefit. As soon as practicable after the Adjustment Amount has been so determined, and in no event more than thirty (30) days after the Adjustment Amount has been determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b(d) In each calendar year that the Executive receives payments of benefits under this Section 7that constitute a parachute amount, the Executive shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' ’ fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information, with such indemnification to be paid by the Corporation to the Executive as soon as practicable and in any event no later than March 15th of the year immediately following the year in which the amount subject to indemnification was determined. The Executive shall promptly notify the Company Corporation in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 6 is being reviewed or is in dispute. The Corporation shall assume control, control at its expense, expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this Section) Section 6), and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation. (e) If the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 5 of the Bank Agreement are reduced pursuant to Section 6 of the Bank Agreement for reasons unrelated to Section 280G of the Code, then the Corporation shall pay to the Executive, in a lump sum within five business days after the Date of Termination, a cash amount equal to the amount by which the payments and benefits that would have otherwise been paid by the Bank pursuant to Section 5 of the Bank Agreement are reduced by the provisions of Section 6 of the Bank Agreement. (f) Notwithstanding any other provision contained in this Agreement, if the time period for making any cash payment under this Section 6 commences in one calendar year and ends in the succeeding calendar year, then the payment shall not be paid until the succeeding calendar year.

Payment of Additional Benefits under Certain Circumstances. (a) If (i) the payments and benefits pursuant to Section 6 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers Corporation and/or the Bank (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 6 5 of the Bank Agreement between the Bank and the Executive dated this even date ("Bank Agreement"), before giving effect to any reduction in such amounts pursuant to Section 7 6 of the Bank Agreement), would constitute a "“parachute payment" ” as defined in Section 280G(b)(2) of the Code (the "“Initial Parachute Payment," ” which includes the amounts paid pursuant to clause (iA) below), and (ii) the Initial Parachute Payment either equals three times the Executive’s Base Amount or exceed three times the Executive’s Base Amount but by an amount less than 5% of three times the Executive’s Base Amount, then the Initial Parachute Payment shall be reduced by the least amount necessary to bring the present value of the payments and benefits below three times the Executive’s Base Amount, with the cash severance to be reduced first. As used in this Agreement, “Base Amount” shall have the meaning set forth in Section 280G(b)(3) of the Code. (b) If the Initial Parachute Payment exceeds 105% of three times the Executive’s Base Amount, then the Corporation shall pay to the Executive, in a cash amount in two equal installments, with the first installment to be paid on the first lump sum within five business day of the month following days after the Date of Termination and the second installment to be paid no later than January 15th of the calendar year following the year in which the first installment was paid. The Termination, a lump sum cash amount shall be equal to the sum of the following: (i) the amount by which the payments and benefits that would have otherwise been paid by the Bank to the Executive pursuant to Section 6 5 of the Bank Agreement are reduced by the provisions of Section 7 6 of the Bank Agreement; (ii) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "’s “base amount" ” from the EmployersCorporation and the Bank, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's ’s base amount being hereinafter referred to as the "“Initial Excess Parachute Payment";”; and (iii) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state state, local and federal income taxes, employment-related taxes (including Social Security and Medicare taxes) and excise taxes on the payment provided under clause (ii) above and on any payments under this clause (iii). In computing such tax allowance, the payment to be made under clause (ii) above shall be multiplied by the "“gross up percentage" ” ("“GUP"”). The GUP shall be determined as follows: GUP = Tax Rate / 1 - Tax Rate iv) 1-Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal federal, state and state local income and employment-related tax raterate (including Social Security and Medicare taxes), including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (ii) above is made, and shall also reflect the phase-out of deductions and the ability to deduct certain of such taxes. v(b) The “Adjusted Excess Parachute Payment” shall equal the Initial Excess Parachute Payment plus the amounts paid pursuant to clauses (ii) and (iii) of Section 6(a) above. (c) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Adjusted Excess Parachute Payment (such different amount being hereafter referred to as the "“Determinative Excess Parachute Payment"”), then the Corporation's ’s independent tax counsel or accountants shall determine the amount (the "“Adjustment Amount"”) which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Adjusted Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's ’s benefit. As soon as practicable after the Adjustment Amount has been so determined, and in no event more than thirty (30) days after the Adjustment Amount has been determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b(d) In each calendar year that the Executive receives payments of benefits under this Section 7that constitute a parachute amount, the Executive shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' ’ fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information, with such indemnification to be paid by the Corporation to the Executive as soon as practicable and in any event no later than March 15th of the year immediately following the year in which the amount subject to indemnification was determined. The Executive shall promptly notify the Company Corporation in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 6 is being reviewed or is in dispute. The Corporation shall assume control, control at its expense, expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this Section) Section 6), and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation. (e) If the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 5 of the Bank Agreement are reduced pursuant to Section 6 of the Bank Agreement for reasons unrelated to Section 280G of the Code, then the Corporation shall pay to the Executive, in a lump sum within five business days after the Date of Termination, a cash amount equal to the amount by which the payments and benefits that would have otherwise been paid by the Bank pursuant to Section 5 of the Bank Agreement are reduced by the provisions of Section 6 of the Bank Agreement. (f) Notwithstanding any other provision contained in this Agreement, if the time period for making any cash payment under this Section 6 commences in one calendar year and ends in the succeeding calendar year, then the payment shall not be paid until the succeeding calendar year.

Payment of Additional Benefits under Certain Circumstances. (a) If the payments and benefits pursuant to Section 6 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 6 5 of the Agreement between the Bank and the Executive dated this of even date ("Bank Agreement"), before giving effect to any reduction in such amounts pursuant to Section 7 6 of the Bank Agreement), would constitute a "parachute payment" as defined in Section 280G(b)(2) of the Code (the "Initial Parachute Payment," which includes the amounts paid pursuant to clause (iA) below), then the Corporation shall pay to the Executive, a cash amount in two thirty-six (36) equal installments, monthly installments beginning with the first installment to be paid on the first business day of the month following the Date of Termination and the second installment to be paid no later than January 15th or in a lump sum within five business days of the calendar year following Date of Termination (at the year in which the first installment was paid. The Executives election), a cash amount shall be equal to the sum of the following: i(A) the amount by which the payments and benefits that would have otherwise been paid by the Bank to the Executive pursuant to Section 6 5 of the Bank Agreement are reduced by the provisions of Section 7 6 of the Bank Agreement; ii(B) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "base amount" from the Employers, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's base amount being hereinafter referred to as the "Initial Excess Parachute Payment"; iii(C) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state and federal income and excise taxes on the payment provided under clause (iiB) above and on any payments under this clause (iiiC). In computing such tax allowance, the payment to be made under clause (iiB) above shall be multiplied by the "gross up percentage" ("GUP"). The GUP shall be determined as follows: GUP = Tax Rate / 1 - Tax Rate iv) -------- 1- Tax Rate The Tax Rate for purposes purposed of computing the GUP shall be the highest marginal federal and state income and employment-related tax rate, including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (iiB) above is made. v(b) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "Determinative Excess Parachute Payment"), then the Corporation's independent tax counsel or accountants shall determine the amount (the "Adjustment Amount") which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's benefit. As soon as practicable after the Adjustment Amount has been so determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b) In each calendar year that the Executive receives payments of benefits under this Section 7, the Executive shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information. The Executive shall promptly notify the Company in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 is being reviewed or is in dispute. The Corporation shall assume control, at its expense, over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this Section) and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation.must

Payment of Additional Benefits under Certain Circumstances. (a) If the payments and benefits pursuant to Section 6 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Savings Bank pursuant to Section 6 5 of the Agreement between the Savings Bank and the Executive dated this even as of the date hereof (the "Savings Bank Agreement"), before giving effect to any reduction in such amounts pursuant to the provision of Section 7 6 of the Savings Bank Agreement), would constitute a "parachute payment" as defined in Section 280G(b)(2) of the Code (the "Initial Parachute Payment," which includes the amounts paid pursuant to clause (iA) below), then the Corporation shall pay to the Executive, a cash amount in two thirty-six (36) equal installments, monthly installments beginning with the first installment to be paid on the first business day of the month following the Date of Termination and the second installment to be paid no later than January 15th or in a lump sum within five business days of the calendar year following Date of Termination (at the year in which the first installment was paid. The Executive's election), a cash amount shall be equal to the sum of the following: i(A) the amount by which the payments and benefits that would have otherwise been paid by the Savings Bank to the Executive pursuant to Section 6 5 of the Savings Bank Agreement are reduced by the provisions of Section 7 6 of the Savings Bank Agreement; ii(B) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "base amount" from the Employers, as defined in Section 280G(b)(3) of 8 the Code, with the difference between the Initial Parachute Payment and the Executive's base amount being hereinafter referred to as the "Initial Excess Parachute Payment";; and iii(C) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state and federal income and excise taxes on the payment provided under clause (iiB) above and on any payments under this clause (iiiC). In computing such tax allowance, the payment to be made under clause (iiB) above shall be multiplied by the "gross up percentage" ("GUP"). The GUP shall be determined as follows: Tax Rate GUP = Tax Rate / 1 - Tax Rate iv) ------------ 1- Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal and state income and employment-employment- related tax raterate (including Social Security and Medicare taxes), including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (iiB) above is mademade and shall also reflect the phase out of deductions and the ability to deduct certain of such taxes. v(b) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "Determinative Final Excess Parachute Payment"), then the Corporation's independent tax counsel or accountants shall determine the amount (the "Adjustment Amount") which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Final Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's benefit. As soon as practicable after the Adjustment Amount has been so determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b(c) In each calendar year that the Executive receives payments of benefits under this Section 76, the Executive shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information. The Executive shall promptly notify the Company Corporation in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 6 is being reviewed or is in dispute. The Corporation shall assume control, control at its expense, expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this SectionSection 6) and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation.

Payment of Additional Benefits under Certain Circumstances. (a) If the payments and benefits pursuant to Section 6 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 6 5 of the Agreement between the Bank and the Executive dated this even as of the date hereof ("“Bank Agreement"”), before giving effect to any reduction in such amounts pursuant to Section 7 6 of the Bank Agreement), would constitute a "“parachute payment" ” as defined in Section 280G(b)(2) of the Code (the "“Initial Parachute Payment," ” which includes the amounts paid pursuant to clause (i) below), then the Corporation shall pay to the Executive, in a lump sum within five business days after the Date of Termination, a cash amount in two equal installments, with the first installment to be paid on the first business day of the month following the Date of Termination and the second installment to be paid no later than January 15th of the calendar year following the year in which the first installment was paid. The cash amount shall be equal to the sum of the following: (i) the amount by which the payments and benefits that would have otherwise been paid by the Bank to the Executive pursuant to Section 6 5 of the Bank Agreement are reduced by the provisions of Section 7 6 of the Bank Agreement; (ii) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "“base amount" ” from the Employers, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's base amount being hereinafter referred to as the "“Initial Excess Parachute Payment";”; and (iii) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state state, local and federal income and excise taxes on the payment provided under clause (ii) above and on any payments under this clause (iii). In computing such tax allowance, the payment to be made under clause (ii) above shall be multiplied by the "“gross up percentage" ” ("“GUP"”). The GUP shall be determined as follows: GUP = Tax Rate / 1 - Tax Rate iv) 1- Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal federal, state and state local income and employment-related tax raterate (including Social Security and Medicare taxes), including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (ii) above is made, and shall also reflect the phase-out of deductions and the ability to deduct certain of such taxes. v(b) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "“Determinative Excess Parachute Payment"”), then the Corporation's independent tax counsel or accountants shall determine the amount (the "“Adjustment Amount"”) which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's benefit. As soon as practicable after the Adjustment Amount has been so determined, and in no event more than thirty (30) days after the Adjustment Amount has been so determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b(c) In each calendar year that the Executive receives payments of benefits under this Section 7that constitute a parachute amount, the Executive shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information, with such indemnification to be paid by the Corporation to the Executive as soon as practicable and in any event no later than March 15 of the year immediately following the year in which the amount subject to indemnification was determined. The Executive shall promptly notify the Company Corporation in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 6 is being reviewed or is in dispute. The Corporation shall assume control, control at its expense, expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this SectionSection 6) and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation.

Payment of Additional Benefits under Certain Circumstances. (a) If the payments and benefits pursuant to Section 6 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 6 of the Agreement between the Bank and the Executive dated this even date ("Bank Agreement"), before giving effect to any reduction in such amounts pursuant to Section 7 of the Bank Agreement), would constitute a "parachute payment" as defined in Section 280G(b)(2) of the Code (the "Initial Parachute Payment," which includes the amounts paid pursuant to clause (i) below"), then the Corporation Employers shall pay to the Executive, a cash amount in two either thirty-six (36) equal installments, monthly installments beginning with the first installment to be paid on the first business day of the month following the Date of Termination and the second installment to be paid no later than January 15th or in a lump sum as of the calendar year following Date of Termination (at the year in which the first installment was paid. The Executive's election), a cash amount shall be equal to the sum of the following: i) the amount by which the payments and benefits that would have otherwise been paid by the Bank to the Executive pursuant to Section 6 of the Bank Agreement are reduced by the provisions of Section 7 of the Bank Agreement; ii(A) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "base amount" from the Employers, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's base amount being hereinafter referred to as the "Initial Excess Parachute Payment"; iii(B) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state and federal income and excise taxes on the payment provided under clause (iiA) above above. Notwithstanding the preceding sentence, the Executive shall be responsible for the payment of any additional state and federal income and excise taxes that may be imposed on any payments the payment of the tax allowance under this clause (iii)paragraph. In computing such tax allowance, the payment to be made under clause (iiA) above shall be multiplied by the "gross up percentage" ("GUP"). The GUP shall be determined as follows: Tax Rate GUP = Tax Rate / _______________ 1 - Tax Rate iv) Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal and state income and employment-related tax rate, including any applicable excise tax rate, applicable to and payable by the Executive in the year in which the payment under clause (iiA) above is made. v(b) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1280G(b)(l) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "Determinative Excess Parachute Payment"), then the Corporation's Employers' independent tax counsel or accountants shall determine the amount (the "Adjustment Amount") which either the Executive must pay to the Corporation Employers or the Corporation Employers must pay to the Executive in order to put the Executive (or the CorporationEmployers, as the case may be) in the same position the Executive (or the CorporationEmployers, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's benefit. As soon as practicable after the Adjustment Amount has been so determined, the Corporation Employers shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the CorporationEmployers, as the case may be. b(c) In each calendar year that the Executive receives payments of benefits under this Section 76, the Executive shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation Employers as described above. The Corporation Provided that the Executive reports such information in accordance with the Employers' written directions, the Employers shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information. The Executive shall promptly notify the Company Employers in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 6 is being reviewed or is in dispute. The Corporation Employers shall assume control, control at its expense, their expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this SectionSection 6) and the Executive shall cooperate fully with the Corporation Employers in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation Employers may have in connection therewith without the prior written consent of the CorporationEmployers.

Payment of Additional Benefits under Certain Circumstances. (a) If the payments and benefits pursuant to Section 6 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 6 5 of the Agreement between the Bank and the Executive dated this even as of the date hereof ("the “Bank Agreement"”), before giving effect to any reduction in such amounts pursuant to Section 7 6 of the Bank Agreement), would constitute a "“parachute payment" ” as defined in Section 280G(b)(2) of the Code (the "“Initial Parachute Payment," ” which includes the amounts paid pursuant to clause (iA) below), then the Corporation shall pay to the Executive, in a lump sum within five business days after the Date of Termination, a cash amount in two equal installments, with the first installment to be paid on the first business day of the month following the Date of Termination and the second installment to be paid no later than January 15th of the calendar year following the year in which the first installment was paid. The cash amount shall be equal to the sum of the following: i(A) the amount by which the payments and benefits that would have otherwise been paid by the Bank to the Executive pursuant to Section 6 5 of the Bank Agreement are reduced by the provisions of Section 7 6 of the Bank Agreement; ii(B) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "“base amount" ” from the Employers, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's base amount being hereinafter referred to as the "“Initial Excess Parachute Payment";”; and iii(C) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state state, local and federal income and excise taxes on the payment provided under clause (iiB) above and on any payments under this clause (iiiC). In computing such tax allowance, the payment to be made under clause (iiB) above shall be multiplied by the "“gross up percentage" ” ("“GUP"”). The GUP shall be determined as follows: GUP = Tax Rate / 1 - Tax Rate iv) 1- Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal federal, state and state local income and employment-related tax raterate (including Social Security and Medicare taxes), including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (iiB) above is made, and shall also reflect the phase-out of deductions and the ability to deduct certain of such taxes. v(b) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "“Determinative Excess Parachute Payment"”), then the Corporation's independent tax counsel or accountants shall determine the amount (the "“Adjustment Amount"”) which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's benefit. As soon as practicable after the Adjustment Amount has been so determined, and in no event more than thirty (30) days after the Adjustment Amount has been so determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b(c) In each calendar year that the Executive receives payments of benefits under this Section 7that constitute a parachute amount, the Executive shall report on his state her state, local and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information, with such indemnification to be paid by the Corporation to the Executive as soon as practicable and in any event no later than March 15 of the year immediately following the year in which the amount subject to indemnification was determined. The Executive shall promptly notify the Company Corporation in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 6 is being reviewed or is in dispute. The Corporation shall assume control, control at its expense, expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this SectionSection 6) and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation.

Payment of Additional Benefits under Certain Circumstances. (a) If the payments and benefits pursuant to Section 6 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 6 5 of the Agreement between the Bank and the Executive dated this of even date ("Bank Agreement"), before giving effect to any reduction in such amounts pursuant to Section 7 6 of the Bank Agreement), would constitute a "parachute payment" as defined in Section 280G(b)(2) of the Code (the "Initial Parachute Payment," which includes the amounts paid pursuant to clause (iA) below), then the Corporation shall pay to the Executive, a cash amount in two thirty-six (36) equal installments, monthly installments beginning with the first installment to be paid on the first business day of the month following the Date of Termination and the second installment to be paid no later than January 15th or in a lump sum within five business days of the calendar year following Date of Termination (at the year in which the first installment was paid. The Executive's election), a cash amount shall be equal to the sum of the following: i(A) the amount by which the payments and benefits that would have otherwise been paid by the Bank to the Executive pursuant to Section 6 5 of the Bank Agreement are reduced by the provisions of Section 7 6 of the Bank Agreement; ii(B) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "base amount" from the Employers, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's base amount being hereinafter referred to as the "Initial Excess Parachute Payment"; iii(C) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state and federal income and excise taxes on the payment provided under clause (iiB) above and on any payments under this clause (iiiC). In computing such tax allowance, the payment to be made under clause (iiB) above shall be multiplied by the "gross up percentage" ("GUP"). The GUP shall be determined as follows: GUP = Tax Rate / 1 - Tax Rate iv) ---------- 1- Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal and state income and employment-related tax rate, including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (iiB) above is made. v(b) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "Determinative Excess Parachute Payment"), then the Corporation's independent tax counsel or accountants shall determine the amount (the "Adjustment Amount") which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's benefit. As soon as practicable after the Adjustment Amount has been so determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b) In each calendar year that the Executive receives payments of benefits under this Section 7, the Executive shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information. The Executive shall promptly notify the Company in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 is being reviewed or is in dispute. The Corporation shall assume control, at its expense, over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this Section) and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation.or

Payment of Additional Benefits under Certain Circumstances. (a) If the payments and benefits pursuant to Section 6 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 6 of the Agreement between the Bank and the Executive dated this even date ("Bank Agreement"), before giving effect to any reduction in such amounts pursuant to Section 7 of the Bank Agreement), would constitute a "parachute payment" as defined in Section 280G(b)(2) of the Code (the "Initial Parachute Payment," which includes the amounts paid pursuant to clause (i) below"), then the Corporation Employers shall pay to the Executive, a cash amount in two either thirty-six (36) equal installments, monthly installments beginning with the first installment to be paid on the first business day of the month following the Date of Termination and the second installment to be paid no later than January 15th or in a lump sum as of the calendar year following Date of Termination (at the year in which the first installment was paid. The Executive's election), a cash amount shall be equal to the sum of the following: i) the amount by which the payments and benefits that would have otherwise been paid by the Bank to the Executive pursuant to Section 6 of the Bank Agreement are reduced by the provisions of Section 7 of the Bank Agreement; ii(A) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "base amount" from the Employers, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's base amount being hereinafter referred to as the "Initial Excess Parachute Payment"; iii(B) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state and federal income and excise taxes on the payment provided under clause (iiA) above above. Notwithstanding the preceding sentence, the Executive shall be responsible for the payment of any additional state and federal income and excise taxes that may be imposed on any payments the payment of the tax allowance under this clause (iii)paragraph. In computing such tax allowance, the payment to be made under clause (iiA) above shall be multiplied by the "gross up percentage" ("GUP"). The GUP shall be determined as follows: Tax Rate GUP = Tax Rate / ________________ 1 - Tax Rate iv) Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal and state income and employment-related tax rate, including any applicable excise tax rate, applicable to and payable by the Executive in the year in which the payment under clause (iiA) above is made. v(b) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1280G(b)(l) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "Determinative Excess Parachute Payment"), then the Corporation's Employers' independent tax counsel or accountants shall determine the amount (the "Adjustment Amount") which either the Executive must pay to the Corporation Employers or the Corporation Employers must pay to the Executive in order to put the Executive (or the CorporationEmployers, as the case may be) in the same position the Executive (or the CorporationEmployers, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's benefit. As soon as practicable after the Adjustment Amount has been so determined, the Corporation Employers shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the CorporationEmployers, as the case may be. b(c) In each calendar year that the Executive receives payments of benefits under this Section 76, the Executive shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation Employers as described above. The Corporation Provided that the Executive reports such information in accordance with the Employers' written directions, the Employers shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information. The Executive shall promptly notify the Company Employers in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 6 is being reviewed or is in dispute. The Corporation Employers shall assume control, control at its expense, their expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this SectionSection 6) and the Executive shall cooperate fully with the Corporation Employers in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation Employers may have in connection therewith without the prior written consent of the CorporationEmployers.

Payment of Additional Benefits under Certain Circumstances. (a) If the payments and benefits pursuant to Section 6 2 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Savings Bank pursuant to Section 6 2 of the Agreement between the Savings Bank and the Executive dated this even as of the date hereof ("the “Savings Bank Agreement"”), before giving effect to any reduction in such amounts pursuant to the provisions of Section 7 3 of the Savings Bank Agreement), would constitute a "“parachute payment" ” as defined in Section 280G(b)(2) of the Code (the "“Initial Parachute Payment," ” which includes the amounts paid pursuant to clause (iA) below), then the Corporation shall pay to the Executive, in a cash amount in two equal installments, with the first installment to be paid on the first lump sum within five (5) business day of the month days following the Date of Termination and the second installment to be paid no later than January 15th of the calendar year following the year in which the first installment was paid. The Termination, a cash amount shall be equal to the sum of the following: i(A) the amount by which the payments and benefits that would have otherwise been paid by the Savings Bank to the Executive pursuant to Section 6 2 of the Savings Bank Agreement are reduced by the provisions of Section 7 3 of the Savings Bank Agreement; ii(B) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "’s “base amount" ” from the Employers, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's ’s base amount being hereinafter referred to as the "“Initial Excess Parachute Payment";”; and iii(C) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of federal, state and federal local income and excise taxes on the payment provided under clause (iiB) above and on any payments under this clause (iiiC). In computing such tax allowance, the payment to be made under clause (iiB) above shall be multiplied by the "“gross up percentage" ” ("“GUP"”). The GUP shall be determined as follows: GUP = Tax Rate / 1 - Tax Rate iv) 1 – Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal federal, state and state local income and employment-related tax raterate (including Social Security and Medicare taxes), including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (iiB) above is mademade and shall also reflect the phase out of deductions and the ability to deduct certain of such taxes. v(b) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "Determinative “Final Excess Parachute Payment"”), then the Corporation's ’s independent tax counsel or accountants shall determine the amount (the "“Adjustment Amount"”) which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Final Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's ’s benefit. As soon as practicable after the Adjustment Amount has been so determined, and in no event more than thirty (30) days after the Adjustment Amount has been determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b(c) In each calendar year that the Executive receives payments of benefits under this Section 73, the Executive shall report on his her federal, state and federal local income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' ’ fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information. The Executive shall promptly notify the Company Corporation in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 3 is being reviewed or is in dispute. The Corporation shall assume control, control at its expense, expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this Section) Section 3), and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation. (d) Notwithstanding any other provision herein to the contrary, for as long as required by the Supervisory Agreement, if the Supervisory Agreement is still in effect as of the date of such termination, or if the Corporation is deemed “troubled” as such term is defined in 12 C.F.R. §563.555, the Corporation shall not make or agree to make any “golden parachute payments” (as such term is defined in 12 U.S.C. Section 1828(k) and 12 C.F.R. Part 359) pursuant to this Section 3 prior to such time as the Corporation has complied in all respects with the restrictions concerning the making of such payments that apply to the Corporation as set forth in 12 C.F.R. Part 359, and has received all required regulatory approvals or non-objections to make such payments.

Payment of Additional Benefits under Certain Circumstances. (a) If (i) the payments and benefits pursuant to Section 6 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers Corporation or the Bank (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank pursuant to either Section 6 5 of the Bank Agreement or Article 2 of the Salary Continuation Agreement between the Bank and the Executive dated this even date ("the “Bank Agreement"SERP”), before giving effect to any reduction in such amounts pursuant to either Section 7 6 of the Bank AgreementAgreement or Section 2.4.3 of the Bank SERP), would constitute a "“parachute payment" ” as defined in Section 280G(b)(2) of the Code (the "“Initial Parachute Payment," which includes ”), and (ii) the amounts paid pursuant Initial Parachute Payment either equals three times the Executive’s Base Amount or exceed three times the Executive’s Base Amount but by an amount less than 5% of three times the Executive’s Base Amount, then the Initial Parachute Payment shall be reduced by the least amount necessary to clause bring the present value of the payments and benefits below three times the Executive’s Base Amount, with the cash severance to be reduced first. As used in this Agreement, “Base Amount” shall have the meaning set forth in Section 280G(b)(3) of the Code. (ib) below)If the Initial Parachute Payment exceeds 105% of three times the Executive’s Base Amount, then the Corporation shall pay to the Executive, in a cash amount in two equal installments, with the first installment to be paid on the first lump sum within five business day of the month following days after the Date of Termination and the second installment to be paid no later than January 15th of the calendar year following the year in which the first installment was paid. The Termination, a lump sum cash amount shall be equal to the sum of the following: i(A) the amount by which the payments and benefits that would have otherwise been paid by the Bank to the Executive pursuant to Section 6 5 of the Bank Agreement are reduced by the provisions of Section 7 6 of the Bank Agreement; ii(B) the amount by which the payments that would otherwise have been paid by the Bank pursuant to Article 2 of the Bank SERP are reduced by the provisions of Section 2.4.3 of the Bank SERP; (C) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "’s “base amount" ” from the EmployersCorporation and the Bank, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's ’s base amount being hereinafter referred to as the "“Initial Excess Parachute Payment";”; and iii(D) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state state, local and federal income and excise taxes on the payment provided under clause (iiC) above and on any payments under this clause (iiiD). In computing such tax allowance, the payment to be made under clause (iiC) above shall be multiplied by the "“gross up percentage" ” ("“GUP"”). The GUP shall be determined as follows: GUP = Tax Rate / 1 - Tax Rate iv) 1- Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal federal, state and state local income and employment-related tax raterate (including Social Security and Medicare taxes), including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (iiC) above is made, and shall also reflect the phase-out of deductions and the ability to deduct certain of such taxes. v(c) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "“Determinative Excess Parachute Payment"”), then the Corporation's ’s independent tax counsel or accountants shall determine the amount (the "“Adjustment Amount"”) which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's ’s benefit. As soon as practicable after the Adjustment Amount has been so determined, and in no event more than thirty (30) days after the Adjustment Amount has been determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b(d) In each calendar year that the Executive receives payments of benefits under this Section 7that constitute a parachute amount, the Executive shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' ’ fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information, with such indemnification to be paid by the Corporation to the Executive as soon as practicable and in any event no later than March 15 of the year immediately following the year in which the amount subject to indemnification was determined. The Executive shall promptly notify the Company Corporation in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 6 is being reviewed or is in dispute. The Corporation shall assume control, control at its expense, expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this SectionSection 6) and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation.

Payment of Additional Benefits under Certain Circumstances. (a) If the payments and benefits pursuant to Section 6 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Savings Bank pursuant to Section 6 5 of the Agreement between the Savings Bank and the Executive dated this even as of the date hereof (the "Savings Bank Agreement"), before giving effect to any reduction in such amounts pursuant to Section 7 6 of the Savings Bank Agreement), would constitute a "parachute payment" as defined in Section 280G(b)(2) of the Code (the "Initial Parachute Payment," which includes the amounts paid pursuant to clause (iA) below), then the Corporation shall pay to the Executive, a cash amount in two thirty-six (36) equal installments, monthly installments beginning with the first installment to be paid on the first business day of the month following the Date of Termination and the second installment to be paid no later than January 15th or in a lump sum within five business days of the calendar year following Date of Termination (at the year in which the first installment was paid. The Executive's election), a cash amount shall be equal to the sum of the following: i(A) the amount by which the payments and benefits that would have otherwise been paid by the Savings Bank to the Executive pursuant to Section 6 5 of the Savings Bank Agreement are reduced by the provisions of Section 7 6 of the Savings Bank Agreement; ii(B) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "base amount" from the Employers, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's base amount being hereinafter referred to as the "Initial Excess Parachute Payment";; and iii(C) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state and federal income and excise taxes on the payment provided under clause (iiB) above and on any payments under this clause (iiiC). In computing such tax allowance, the payment to be made under clause (ii) above shall be multiplied by the "gross up percentage" ("GUP"). The GUP shall be determined as follows: GUP = Tax Rate / 1 - Tax Rate iv) Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal and state income and employment-related tax rate, including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (ii) above is made. v) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "Determinative Excess Parachute Payment"), then the Corporation's independent tax counsel or accountants shall determine the amount (the "Adjustment Amount") which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's benefit. As soon as practicable after the Adjustment Amount has been so determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b) In each calendar year that the Executive receives payments of benefits under this Section 7, the Executive shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information. The Executive shall promptly notify the Company in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 is being reviewed or is in dispute. The Corporation shall assume control, at its expense, over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this Section) and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation.

Payment of Additional Benefits under Certain Circumstances. (a) If the payments and benefits pursuant to Section 6 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 6 5 of the Agreement between the Bank and the Executive dated this even date ________, 1997 ("Bank Agreement"), before giving effect to any reduction in such amounts pursuant to Section 7 6 of the Bank Agreement), would constitute a "parachute payment" as defined in Section 280G(b)(2) of the Code (the "Initial Parachute Payment," which includes the amounts paid pursuant to clause (iA) below), then the Corporation shall pay to the Executive, a cash amount in two thirty-six (36) equal installments, monthly installments beginning with the first installment to be paid on the first business day of the month following the Date of Termination and the second installment to be paid no later than January 15th or in a lump sum within five business days of the calendar year following Date of Termination (at the year in which the first installment was paid. The Executive's election), a cash amount shall be equal to the sum of the following: i(A) the amount by which the payments and benefits that would have otherwise been paid by the Bank to the Executive pursuant to Section 6 5 of the Bank Agreement are reduced by the provisions of Section 7 6 of the Bank Agreement; ii(B) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "base amount" from the Employers, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's base amount being hereinafter referred to as the "Initial Excess Parachute Payment"; iii(C) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state and federal income and excise taxes on the payment provided under clause (iiB) above and on any payments under this clause (iiiC). In computing such tax allowance, the payment to be made under clause (iiB) above shall be multiplied by the "gross up percentage" ("GUP"). The GUP shall be determined as follows: Tax Rate GUP = Tax Rate / 1 - Tax Rate iv) ----------- 1- Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal and state income and employment-related tax rate, including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (iiB) above is made. v(b) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "Determinative Excess Parachute Payment"), then the Corporation's independent tax counsel or accountants shall determine the amount (the "Adjustment Amount") which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's benefit. As soon as practicable after the Adjustment Amount has been so determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b(c) In each calendar year that the Executive receives payments of benefits under this Section 76, the Executive shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information. The Executive shall promptly notify the Company Corporation in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 6 is being reviewed or is in dispute. The Corporation shall assume control, control at its expense, expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this SectionSection 6) and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation.

Payment of Additional Benefits under Certain Circumstances. (a) If the payments and benefits pursuant to Section 6 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 6 5 of the Agreement between the Bank and the Executive dated this even date May 1, 1997 ("Bank Agreement"), before giving effect to any reduction in such amounts pursuant to Section 7 6 of the Bank Agreement), would constitute a "parachute payment" as defined in Section 280G(b)(2) of the Code (the "Initial Parachute Payment," which includes the amounts paid pursuant to clause (iA) below), then the Corporation shall pay to the Executive, a cash amount in two thirty-six (36) equal installments, monthly installments beginning with the first installment to be paid on the first business day of the month following the Date of Termination and the second installment to be paid no later than January 15th of the calendar year following the year in which the first installment was paid. The Termination, a cash amount shall be equal to the sum of the following: i(A) the amount by which the payments and benefits that would have otherwise been paid by the Bank to the Executive pursuant to Section 6 5 of the Bank Agreement are reduced by the provisions of Section 7 6 of the Bank Agreement; ii(B) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "base amount" from the Employers, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's base amount being hereinafter referred to as the "Initial Excess Parachute Payment";. iii(C) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state and federal income and excise taxes on the payment provided under clause (iiB) above and on any payments under this clause (iiiC). In computing such tax allowance, the payment to be made under clause (iiB) above shall be multiplied by the "gross up percentage" ("GUP"). The GUP shall be determined as follows: Tax Rate GUP = Tax Rate / 1 - Tax Rate iv) ---------- 1-Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal and state income state. Income and employment-related tax rate, including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (iiB) above is made. v(b) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "Determinative Excess Parachute Payment"), then the Corporation's independent tax counsel or accountants shall determine the amount (the "Adjustment Amount") which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's benefit. As soon as practicable after the Adjustment Amount has been so determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b(c) In each calendar year that the Executive receives payments of benefits under this Section 76, the Executive shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information. The Executive shall promptly notify the Company Corporation in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 6 is being reviewed or is in dispute. The Corporation shall assume control, control at its expense, expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this SectionSection 6) and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation.

Payment of Additional Benefits under Certain Circumstances. (a) If a Change in Control occurs on or before June 22, 2014 and (i) the payments and benefits pursuant to Section 6 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers Corporation or the Bank (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank pursuant to either Section 6 5 of the Bank Agreement or Article 2 of the Salary Continuation Agreement between the Bank and the Executive dated this even date ("the “Bank Agreement"SERP”), before giving effect to any reduction in such amounts pursuant to either Section 7 6 of the Bank AgreementAgreement or Section 2.4.3 of the Bank SERP), would constitute a "“parachute payment" ” as defined in Section 280G(b)(2) of the Code (the "“Initial Parachute Payment," which includes ”), and (ii) the amounts paid Initial Parachute Payment either equals three times the Executive’s Base Amount or exceed three times the Executive’s Base Amount but by an amount less than 5% of three times the Executive’s Base Amount, then the Initial Parachute Payment shall be reduced by the least amount necessary to bring the present value of the payments and benefits below three times the Executive’s Base Amount, with the cash severance to be reduced first. As used in this Agreement, “Base Amount” shall have the meaning set forth in Section 280G(b)(3) of the Code. With respect to any Change in Control that occurs after June 22, 2014 (provided that the term of this Agreement has been extended pursuant to clause Section 2(b) hereof), if the payments and benefits pursuant to Section 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Bank or the Corporation, would constitute a “parachute payment” under Section 280G of the Code, then the payments and benefits payable by the Corporation pursuant to Section 5 hereof shall be reduced by the minimum amount necessary to result in no portion of the payments and benefits payable by the Corporation under Section 5 being non-deductible to the Corporation pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. If the payments and benefits under Section 5 are required to be reduced, the cash severance shall be reduced first, followed by a reduction in the fringe benefits. The determination of any reduction in the payments and benefits to be made pursuant to Section 5 shall be based upon the opinion of independent tax counsel selected by the Corporation and paid by the Corporation. Such counsel shall promptly prepare the foregoing opinion, but in no event later than thirty (i30) belowdays from the Date of Termination, and may use such actuaries as such counsel deems necessary or advisable for the purpose. Nothing contained in this Section 6(a) shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than as specified in this Section 6(a), or a reduction in the payments and benefits specified in Section 5 below zero. (b) If a Change in Control occurs on or before June 22, 2014 and the Initial Parachute Payment exceeds 105% of three times the Executive’s Base Amount, then the Corporation shall pay to the Executive, in a cash amount in two equal installments, with the first installment to be paid on the first lump sum within five business day of the month following days after the Date of Termination and the second installment to be paid no later than January 15th of the calendar year following the year in which the first installment was paid. The Termination, a lump sum cash amount shall be equal to the sum of the following: i(A) the amount by which the payments and benefits that would have otherwise been paid by the Bank to the Executive pursuant to Section 6 5 of the Bank Agreement are reduced by the provisions of Section 7 6 of the Bank Agreement; ii(B) the amount by which the payments that would otherwise have been paid by the Bank pursuant to Article 2 of the Bank SERP are reduced by the provisions of Section 2.4.3 of the Bank SERP; (C) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "’s “base amount" ” from the EmployersCorporation and the Bank, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's ’s base amount being hereinafter referred to as the "“Initial Excess Parachute Payment";”; and iii(D) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state state, local and federal income and excise taxes on the payment provided under clause (iiC) above and on any payments under this clause (iiiD). In computing such tax allowance, the payment to be made under clause (iiC) above shall be multiplied by the "“gross up percentage" ” ("“GUP"”). The GUP shall be determined as follows: GUP = Tax Rate / 1 - Tax Rate iv) 1- Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal federal, state and state local income and employment-related tax raterate (including Social Security and Medicare taxes), including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (iiC) above is made, and shall also reflect the phase-out of deductions and the ability to deduct certain of such taxes. v(c) Notwithstanding Section 6(b) to the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "“Determinative Excess Parachute Payment"”), then the Corporation's ’s independent tax counsel or accountants shall determine the amount (the "“Adjustment Amount"”) which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's ’s benefit. As soon as practicable after the Adjustment Amount has been so determined, and in no event more than thirty (30) days after the Adjustment Amount has been determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b(d) In each calendar year that the Executive receives payments of benefits under this Section 7that constitute a parachute amount, the Executive shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' ’ fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information, with such indemnification to be paid by the Corporation to the Executive as soon as practicable and in any event no later than March 15 of the year immediately following the year in which the amount subject to indemnification was determined. The Executive shall promptly notify the Company Corporation in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 6 is being reviewed or is in dispute. The Corporation shall assume control, control at its expense, expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this SectionSection 6) and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation.

Payment of Additional Benefits under Certain Circumstances. (a) If (i) the payments and benefits pursuant to Section 6 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers Corporation and the Bank (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 6 5 of the Agreement between the Bank and the Executive dated this even as of the date hereof ("the “Bank Agreement"”), before giving effect to any reduction in such amounts pursuant to Section 7 6 of the Bank Agreement), would constitute a "“parachute payment" ” as defined in Section 280G(b)(2) of the Code (the "“Initial Parachute Payment," which includes ”), and (ii) the amounts paid pursuant Initial Parachute Payment either equals three times the Executive’s Base Amount or exceeds three times the Executive’s Base Amount but by an amount less than 5% of three times the Executive’s Base Amount, then the Initial Parachute Payment shall be reduced by the least amount necessary to clause bring the present value of the payments and benefits below three times the Executive’s Base Amount, with the cash severance to be reduced first. As used in this Agreement, “Base Amount” shall have the meaning set forth in Section 280G(b)(3) of the Code. (ib) below)If the Initial Parachute Payment exceeds 105% of three times the Executive’s Base Amount, then the Corporation shall pay to the Executive, in a lump sum within five business days after the Date of Termination, a cash amount in two equal installments, with the first installment to be paid on the first business day of the month following the Date of Termination and the second installment to be paid no later than January 15th of the calendar year following the year in which the first installment was paid. The cash amount shall be equal to the sum of the following: (i) the amount by which the payments and benefits that would have otherwise been paid by the Bank to the Executive pursuant to Section 6 5 of the Bank Agreement are reduced by the provisions of Section 7 6 of the Bank Agreement; (ii) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "“base amount" ” from the Employers, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's base amount being hereinafter referred to as the "“Initial Excess Parachute Payment";”; and (iii) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state and federal income and excise taxes on the payment provided under clause (iib)(ii) above and on any payments under this clause (iii). In computing such tax allowance, the payment to be made under clause (iib)(ii) above shall be multiplied by the "“gross up percentage" ” ("“GUP"”). The GUP shall be determined as follows: GUP = Tax Rate / 1 - : 1- Tax Rate iv) Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal and state income and employment-related tax rate, including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (ii) above is made. vc) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "“Determinative Excess Parachute Payment"”), then the Corporation's independent tax counsel or accountants shall determine the amount (the "“Adjustment Amount"”) which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's benefit. As soon as practicable after the Adjustment Amount has been so determined, and in no event more than thirty (30) days after the Adjustment Amount has been determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b(d) In each calendar year that the Executive receives payments of benefits under this Section 7that constitute a parachute amount, the Executive shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information, with such indemnification to be paid by the Corporation to the Executive as soon as practicable and in any event no later than March 15 of the year immediately following the year in which the amount subject to indemnification was determined. The Executive shall promptly notify the Company Corporation in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 6 is being reviewed or is in dispute. The Corporation shall assume control, control at its expense, expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this Section) Section 6), and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation. (e) If the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 5 of the Bank Agreement are reduced pursuant to Section 6 of the Bank Agreement for reasons unrelated to Section 280G of the Code, then the Corporation shall pay to the Executive, in a lump sum within five business days after the Date of Termination, a cash amount equal to the amount by which the payments and benefits that would have otherwise been paid by the Bank pursuant to Section 5 of the Bank Agreement are reduced by the provisions of Section 6 of the Bank Agreement.

Payment of Additional Benefits under Certain Circumstances. a) If the payments and benefits pursuant to Section 6 4 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 6 4 of the Agreement between the Bank and the Executive dated this even date ("Bank Agreement"), before giving effect to any reduction in such amounts pursuant to Section 7 of the Bank Agreement), would constitute a "parachute payment" as defined in Section 280G(b)(2) of the Code (the "Initial Parachute Payment," which includes the amounts paid pursuant to clause (iA) below), then the Corporation shall pay to the Executive, a cash amount in two thirty-six (36) equal installments, monthly installments beginning with the first installment to be paid on the first business day of the month following the Date of Termination and the second installment to be paid no later than January 15th or in a lump sum within five business days of the calendar year following Date of Termination (at the year in which the first installment was paid. The Executive's election), a cash amount shall be equal to the sum of the following: i) the amount by which the payments and benefits that would have otherwise been paid by the Bank to the Executive pursuant to Section 6 4 of the Bank Agreement are reduced by the provisions of Section 7 of the Bank Agreement; ii) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "base amount" from the Employers, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's base amount being hereinafter referred to as the "Initial Excess Parachute Payment"; iii) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state and federal income and excise taxes on the payment provided under clause (iiB) above and on any payments under this clause (iiiC). In computing such tax allowance, the payment to be made under clause (iiB) above shall be multiplied by the "gross up percentage" ("GUP"). The GUP shall be determined as follows: GUP = Tax Rate / 1 Rate/1 - Tax Rate iv) Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal and state income and employment-related tax rate, including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (iiB) above is made. v) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "Determinative Excess Parachute Payment"), then the Corporation's independent tax counsel or accountants shall determine the amount (the "Adjustment Amount") which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's benefit. As soon as practicable after the Adjustment Amount has been so determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b) In each calendar year that the Executive receives payments of benefits under this Section 7, the Executive shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information. The Executive shall promptly notify the Company in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 is being reviewed or is in dispute. The Corporation shall assume control, at its expense, over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this Section) and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation.

Payment of Additional Benefits under Certain Circumstances. (a) If (i) the payments and benefits pursuant to Section 6 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers Corporation or the Association (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank Association pursuant to Section 6 5 of the Agreement between the Bank Association and the Executive dated this even as of the date hereof ("Bank “Association Agreement"”), before giving effect to any reduction in such amounts pursuant to Section 7 6 of the Bank Association Agreement), would constitute a "“parachute payment" ” as defined in Section 280G(b)(2) of the Code (the "“Initial Parachute Payment," ” which includes the amounts paid pursuant to clause (iA) below), and (ii) the Initial Parachute Payment either equals three times the Executive’s Base Amount or exceed three times the Executive’s Base Amount but by an amount less than 5% of three times the Executive’s Base Amount, then the Initial Parachute Payment shall be reduced by the least amount necessary to bring the present value of the payments and benefits below three times the Executive’s Base Amount, with the cash severance to be reduced first. As used in this Agreement, “Base Amount” shall have the meaning set forth in Section 280G(b)(3) of the Code. (b) If the Initial Parachute Payment exceeds 105% of three times the Executive’s Base Amount, then the Corporation shall pay to the Executive, in a cash amount in two equal installments, with the first installment to be paid on the first lump sum within five business day of the month following days after the Date of Termination and the second installment to be paid no later than January 15th of the calendar year following the year in which the first installment was paid. The Termination, a lump sum cash amount shall be equal to the sum of the following: i(A) the amount by which the payments and benefits that would have otherwise been paid by the Bank Association to the Executive pursuant to Section 6 5 of the Bank Association Agreement are reduced by the provisions of Section 7 6 of the Bank Association Agreement; ii(B) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "’s “base amount" ” from the EmployersCorporation and the Association, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's ’s base amount being hereinafter referred to as the "“Initial Excess Parachute Payment";”; and iii(C) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state state, local and federal income and excise taxes on the payment provided under clause (iiB) above and on any payments under this clause (iiiC). In computing such tax allowance, the payment to be made under clause (iiB) above shall be multiplied by the "“gross up percentage" ” ("“GUP"”). The GUP shall be determined as follows: GUP = Tax Rate / 1 - Tax Rate iv) 1- Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal federal, state and state local income and employment-related tax raterate (including Social Security and Medicare taxes), including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (iiB) above is made, and shall also reflect the phase-out of deductions and the ability to deduct certain of such taxes. v(c) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "“Determinative Excess Parachute Payment"”), then the Corporation's ’s independent tax counsel or accountants shall determine the amount (the "“Adjustment Amount"”) which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's ’s benefit. As soon as practicable after the Adjustment Amount has been so determined, and in no event more than thirty (30) days after the Adjustment Amount has been determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b(d) In each calendar year that the Executive receives payments of benefits under this Section 7that constitute a parachute amount, the Executive shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' ’ fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information, with such indemnification to be paid by the Corporation to the Executive as soon as practicable and in any event no later than March 15 of the year immediately following the year in which the amount subject to indemnification was determined. The Executive shall promptly notify the Company Corporation in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 6 is being reviewed or is in dispute. The Corporation shall assume control, control at its expense, expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this SectionSection 6) and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation. (e) If the payments and benefits which the Executive would have the right to receive from the Association pursuant to Section 5 of the Association Agreement are reduced pursuant to Section 6 of the Association Agreement for reasons unrelated to Section 280G of the Code, then the Corporation shall pay to the Executive, in a lump sum within five business days after the Date of Termination, a cash amount equal to the amount by which the payments and benefits that would have otherwise been paid by the Association pursuant to Section 5 of the Association Agreement are reduced by the provisions of Section 6 of the Association Agreement.

Payment of Additional Benefits under Certain Circumstances. (a) If the payments and benefits pursuant to Section 6 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 6 5 of the Agreement between the Bank and the Executive dated this even as of the date hereof ("Bank Agreement"), before giving effect to any reduction in such amounts pursuant to Section 7 6 of the Bank Agreement), would constitute a "parachute payment" as defined in Section 280G(b)(2) of the Code (the "Initial Parachute Payment," which includes the amounts paid pursuant to clause (i) below), then the Corporation shall pay to the Executive, in a lump sum within five business days after the Date of Termination, a cash amount in two equal installments, with the first installment to be paid on the first business day of the month following the Date of Termination and the second installment to be paid no later than January 15th of the calendar year following the year in which the first installment was paid. The cash amount shall be equal to the sum of the following: (i) the amount by which the payments and benefits that would have otherwise been paid by the Bank to the Executive pursuant to Section 6 5 of the Bank Agreement are reduced by the provisions of Section 7 6 of the Bank Agreement; (ii) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "base amount" from the Employers, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's base amount being hereinafter referred to as the "Initial Excess Parachute Payment";; and (iii) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state and federal income and excise taxes on the payment provided under clause (ii) above and on any payments under this clause (iii). In computing such tax allowance, the payment to be made under clause (ii) above shall be multiplied by the "gross up percentage" ("GUP"). The GUP shall be determined as follows: GUP = Tax Rate / 1 - Tax Rate iv) ---------- 1-Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal and state income and employment-related tax raterate (including Social Security and Medicare taxes), including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (ii) above is made, and shall also reflect the phase-out of deductions and the ability to deduct certain of such taxes. v(b) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "Determinative Excess Parachute Payment"), then the Corporation's independent tax counsel or accountants shall determine the amount (the "Adjustment Amount") which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's benefit. As soon as practicable after the Adjustment Amount has been so determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b(c) In each calendar year that the Executive receives payments of benefits under this Section 7that constitute a parachute amount, the Executive shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information. The Executive shall promptly notify the Company Corporation in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 6 is being reviewed or is in dispute. The Corporation shall assume control, control at its expense, expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this SectionSection 6) and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation.

Payment of Additional Benefits under Certain Circumstances. (a) If the payments and benefits pursuant to Section 6 2 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 6 of the Agreement between the Bank and the Executive dated this even date ("Bank Agreement"), before giving effect to any reduction in such amounts pursuant to Section 7 of the Bank Agreement), would constitute a "parachute payment" as defined in Section 280G(b)(2) of the Code (the "Initial Parachute Payment," which includes the amounts paid pursuant to clause (i) below"), then the Corporation Employers shall pay to the Executive, a cash amount in two either thirty-six (36) equal installments, monthly installments beginning with the first installment to be paid on the first business day of the month following the Date of Termination and the second installment to be paid no later than January 15th or in a lump sum as of the calendar year following Date of Termination (at the year in which the first installment was paid. The Executive's election), a cash amount shall be equal to the sum of the following: i) the amount by which the payments and benefits that would have otherwise been paid by the Bank to the Executive pursuant to Section 6 of the Bank Agreement are reduced by the provisions of Section 7 of the Bank Agreement; ii(A) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "base amount" from the Employers, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's base amount being hereinafter referred to as the "Initial Excess Parachute Payment"; iii(B) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state and federal income and excise taxes on the payment provided under clause (iiA) above and on any payments under this clause (iiiB). In computing such tax allowance, the payment to be made under clause (iiA) above shall be multiplied by the "gross up percentage" ("GUP"). The GUP shall be determined as follows: Tax Rate GUP = Tax Rate / 1 - Tax Rate iv) -------------- 1- Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal and state income and employment-related tax rate, including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (iiA) above is made. v(b) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "Determinative Excess Parachute Payment"), then the Corporation's Employers' independent tax counsel or accountants shall determine the amount (the "Adjustment Amount") which either the Executive must pay to the Corporation Employers or the Corporation Employers must pay to the Executive in order to put the Executive (or the CorporationEmployers, as the case may be) in the same position the Executive (or the CorporationEmployers, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's benefit. As soon as practicable after the Adjustment Amount has been so determined, the Corporation Employers shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the CorporationEmployers, as the case may be. b(c) In each calendar year that the Executive receives payments of benefits under this Section 73, the Executive shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation Employers as described above. The Corporation Employers shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information. The Executive shall promptly notify the Company Employers in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 3 is being reviewed or is in dispute. The Corporation Employers shall assume control, control at its expense, expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this SectionSection 3) and the Executive shall cooperate fully with the Corporation Employers in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation Employers may have in connection therewith without the prior consent of the CorporationEmployers.

Payment of Additional Benefits under Certain Circumstances. (a) If the payments and benefits pursuant to Section 6 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 6 5 of the Agreement between the Bank and the Executive dated this even as of the date hereof ("the “Bank Agreement"”), before giving effect to any reduction in such amounts pursuant to Section 7 6 of the Bank Agreement), would constitute a "“parachute payment" ” as defined in Section 280G(b)(2) of the Code (the "“Initial Parachute Payment," ” which includes the amounts paid pursuant to clause (i) below), then the Corporation shall pay to the Executive, in a lump sum within five business days after the Date of Termination, a cash amount in two equal installments, with the first installment to be paid on the first business day of the month following the Date of Termination and the second installment to be paid no later than January 15th of the calendar year following the year in which the first installment was paid. The cash amount shall be equal to the sum of the following: (i) the amount by which the payments and benefits that would have otherwise been paid by the Bank to the Executive pursuant to Section 6 5 of the Bank Agreement are reduced by the provisions of Section 7 6 of the Bank Agreement; (ii) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "’s “base amount" ” from the Employers, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's ’s base amount being hereinafter referred to as the "“Initial Excess Parachute Payment";”; and (iii) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state state, local and federal income taxes, employment-related taxes (including Social Security and Medicare taxes) and excise taxes on the payment provided under clause (ii) above and on any payments under this clause (iii). In computing such tax allowance, the payment to be made under clause (ii) above shall be multiplied by the "“gross up percentage" ” ("“GUP"”). The GUP shall be determined as follows: GUP = Tax Rate / 1 - Tax Rate iv) 1- Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal federal, state and state local income and employment-related tax raterate (including Social Security and Medicare taxes), including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (ii) above is made, and shall also reflect the phase-out of deductions and the ability to deduct certain of such taxes. v(b) The “Adjusted Excess Parachute Payment” shall equal the Initial Excess Parachute Payment plus the amounts paid pursuant to clauses (ii) and (iii) of Section 6(a) above. (c) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Adjusted Excess Parachute Payment (such different amount being hereafter referred to as the "“Determinative Excess Parachute Payment"”), then the Corporation's ’s independent tax counsel or accountants shall determine the amount (the "“Adjustment Amount"”) which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Adjusted Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's ’s benefit. As soon as practicable after the Adjustment Amount has been so determined, and in no event more than thirty (30) days after the Adjustment Amount has been so determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b(d) In each calendar year that the Executive receives payments of benefits under this Section 7that constitute a parachute amount, the Executive shall report on his state her state, local and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' ’ fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information, with such indemnification to be paid by the Corporation to the Executive as soon as practicable and in any event no later than March 15 of the year immediately following the year in which the amount subject to indemnification was determined. The Executive shall promptly notify the Company Corporation in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 6 is being reviewed or is in dispute. The Corporation shall assume control, control at its expense, expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this SectionSection 6) and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation. (e) Notwithstanding any other provision contained in this Agreement, if the time period for making any cash payment under this Section 6 commences in one calendar year and ends in the succeeding calendar year, then the payment shall not be paid until the succeeding calendar year.

Payment of Additional Benefits under Certain Circumstances. (a) If In the event that the payments and benefits pursuant to Section 6 5(h) hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 6 of the Agreement between the Bank and the Executive dated this even date ("Bank Agreement"), or their predecessors or successors but before giving effect to any reduction in such amounts pursuant to this Section 7 of the Bank Agreement)7, would constitute a "“parachute payment" ” as defined in Section 280G(b)(2) of the Code (the "“Initial Parachute Payment," which includes the amounts paid pursuant to clause (i) below”), then the Corporation shall pay to the Executive, in a cash amount in two equal installments, with the first installment to be paid on the first business day of the month lump sum within thirty (30) days following the Date of Termination and the second installment to be paid no later than January 15th of the calendar year following the year in which the first installment was paid. The Termination, a lump sum cash amount shall be equal to the sum of the following: i) the amount by which the payments and benefits that would have otherwise been paid by the Bank to the Executive pursuant to Section 6 of the Bank Agreement are reduced by the provisions of Section 7 of the Bank Agreement; ii(A) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the CodeCode or any successor thereto) of the amount by which the Initial Parachute Payment exceeds the Executive's "’s “base amount" ” from the Employers, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's ’s base amount being hereinafter referred to as the "“Initial Excess Parachute Payment";”; and iii(B) such additional amount (tax allowancethe “Tax Allowance”) as may be necessary to compensate the Executive for the payment by the Executive of state state, local and federal income and excise and other taxes on the payment provided under clause (iiA) above and on any payments under this clause (iiiB). In computing such tax allowance, The Tax Allowance shall be calculated by multiplying the “gross up percentage” (“GUP”) by the payment to be made under clause (iiA) above shall be multiplied by the "gross up percentage" ("GUP")above. The GUP shall be determined as follows: GUP = Tax Rate / 1 - Tax Rate iv) 1- Tax Rate The Tax Rate for purposes of computing the GUP shall be equal to the sum of (i) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code or any successor thereto), and (ii) the highest marginal federal federal, state and state local income and employment-related tax rate, rate (including any applicable excise tax rate, Social Security and Medicare taxes) applicable to the Executive in the year in which the payment under clause (iiB) above is made, and shall also reflect the phase-out of deductions and the ability to deduct certain of such taxes. All determinations to be made pursuant to this Section 7 shall be based upon the opinion of independent counsel selected by the Employers and paid for by the Employers. v(b) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "“Determinative Excess Parachute Payment"”), then the Corporation's ’s independent tax counsel or accountants shall determine the amount (the "“Adjustment Amount"”) which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's ’s benefit. As soon as practicable after the Adjustment Amount has been so determined, and in no event more than thirty (30) days after the Adjustment Amount has been so determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b(c) In each calendar year that the Executive receives payments of benefits under this Section 7, the Executive shall report on his state her state, local and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' ’ fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information, with such indemnification to be paid by the Corporation to the Executive as soon as practicable and in any event no later than March 15 of the year immediately following the year in which the amount subject to indemnification was determined. The Executive shall promptly notify the Company Corporation in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 is being reviewed or is in dispute. The Corporation shall assume control, control at its expense, expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this SectionSection 7) and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation.

Payment of Additional Benefits under Certain Circumstances. (a) If In the event that the payments and benefits pursuant to Section 6 5(i) hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 6 of the Agreement between the Bank and the Executive dated this even date ("Bank Agreement"), or their predecessors or successors but before giving effect to any reduction in such amounts pursuant to this Section 7 of the Bank Agreement)7, would constitute a "“parachute payment" ” as defined in Section 280G(b)(2) of the Code (the "“Initial Parachute Payment," which includes the amounts paid pursuant to clause (i) below”), then the Corporation shall pay to the Executive, in a cash amount in two equal installments, with lump sum within the first installment to be paid on the first business day earlier of the month thirty (30) days following the Date of Termination and or the second installment to be paid no later than January 15th of the calendar year next following the year in which the first installment was paid. The December 31, a cash amount shall be equal to the sum of the following: i) the amount by which the payments and benefits that would have otherwise been paid by the Bank to the Executive pursuant to Section 6 of the Bank Agreement are reduced by the provisions of Section 7 of the Bank Agreement; ii(A) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the CodeCode or any successor thereto) of the amount by which the Initial Parachute Payment exceeds the Executive's "’s “base amount" ” from the Employers, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's ’s base amount being hereinafter referred to as the "“Initial Excess Parachute Payment";”; and iii(B) such additional amount (tax allowancethe “Tax Allowance”) as may be necessary to compensate the Executive for the payment by the Executive of state and federal income and excise and other taxes on the payment provided under clause (iiA) above and on any payments under this clause (iiiB). In computing such tax allowance, The Tax Allowance shall be calculated by multiplying the “gross up percentage” (“GUP”) by the payment to be made under clause (iiA) above shall be multiplied by the "gross up percentage" ("GUP")above. The GUP shall be determined as follows: GUP = Tax Rate / 1 - Tax Rate: iv) 1- Tax Rate The Tax Rate for purposes of computing the GUP shall be equal to the sum of (i) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code or any successor thereto), and (ii) the highest marginal federal and state income and employment-related tax rate, rate (including any applicable excise tax rate, Social Security and Medicare taxes) applicable to the Executive in the year in which the payment under clause (iiB) above is made, and shall also reflect the phase-out of deductions and the ability to deduct certain of such taxes. All determinations to be made pursuant to this Section 7 shall be based upon the opinion of independent counsel selected by the Employers and paid for by the Employers; provided, however, that such counsel shall be reasonably acceptable to the Executive. v(b) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "“Determinative Excess Parachute Payment"”), then the Corporation's ’s independent tax counsel or accountants shall determine the amount (the "“Adjustment Amount"”) which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's ’s benefit. As soon as practicable after the Adjustment Amount has been so determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b(c) In each calendar year that the Executive receives payments of benefits under this Section 7, the Executive shall report on his her state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' ’ fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information. The Executive shall promptly notify the Company Corporation in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 is being reviewed or is in dispute. The Corporation shall assume control, control at its expense, expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this SectionSection 7) and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation.

Payment of Additional Benefits under Certain Circumstances. (a) If the payments and benefits pursuant to Section 6 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers Corporation and the Bank (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 6 5 of the Agreement between the Bank and the Executive dated this even as of the date hereof ("the “Bank Agreement"”), before giving effect to any reduction in such amounts pursuant to Section 7 6 of the Bank Agreement), would constitute a "“parachute payment" ” as defined in Section 280G(b)(2) of the Code (the "“Initial Parachute Payment," which includes the amounts paid pursuant to clause (i) below”), then the Corporation shall pay to the Executive, in a lump sum as of the Date of Termination, a cash amount in two equal installments, with the first installment to be paid on the first business day of the month following the Date of Termination and the second installment to be paid no later than January 15th of the calendar year following the year in which the first installment was paid. The cash amount shall be equal to the sum of the following: (i) the amount by which the payments and benefits that would have otherwise been paid by the Bank to the Executive pursuant to Section 6 5 of the Bank Agreement are reduced by the provisions of Section 7 6 of the Bank Agreement; ; (ii) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "base amount" Base Amount” from the Employers, as defined in Section 280G(b)(3) of the Code, Employers with the difference between the Initial Parachute Payment and the Executive's base amount Base Amount being hereinafter referred to as the "“Initial Excess Parachute Payment";”; and (iii) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state and federal income and excise taxes on the payment provided under clause (iib)(ii) above and on any payments under this clause (iii). In computing such tax allowance, the payment to be made under clause (iib)(ii) above shall be multiplied by the "“gross up percentage" ” ("“GUP"”). The GUP shall be determined as follows: GUP = Tax Rate / 1 - Rate 1- Tax Rate iv) Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal and state income and employment-related tax rate, including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (ii) above is made. vb) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "“Determinative Excess Parachute Payment"”), then the Corporation's independent tax counsel or accountants shall determine the amount (the "“Adjustment Amount"”) which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's benefit. As soon as practicable after the Adjustment Amount has been so determined, and in no event more than thirty (30) days after the Adjustment Amount has been determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b(c) In each calendar year that the Executive receives payments of benefits under this Section 7that constitute a parachute amount, the Executive shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information, with such indemnification to be paid by the Corporation to the Executive as soon as practicable and in any event no later than March 15 of the year immediately following the year in which the amount subject to indemnification was determined. The Executive shall promptly notify the Company Corporation in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 6 is being reviewed or is in dispute. The Corporation shall assume control, control at its expense, expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this Section) Section 6), and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation. (d) If the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 5 of the Bank Agreement are reduced pursuant to Section 6 of the Bank Agreement for reasons unrelated to Section 280G of the Code, then the Corporation shall pay to the Executive, in a lump sum as of the Date of Termination, a cash amount equal to the amount by which the payments and benefits that would have otherwise been paid by the Bank pursuant to Section 5 of the Bank Agreement are reduced by the provisions of Section 6 of the Bank Agreement. (e) As used in this Agreement, “Base Amount” shall have the meaning set forth in Section 280G(b)(3) of the Code.

Payment of Additional Benefits under Certain Circumstances. (a) If the payments and benefits pursuant to Section 6 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 6 5 of the Agreement between the Bank and the Executive dated this even as of the date hereof ("“Bank Agreement"”), before giving effect to any reduction in such amounts pursuant to Section 7 6 of the Bank Agreement), would constitute a "“parachute payment" ” as defined in Section 280G(b)(2) of the Code (the "“Initial Parachute Payment," ” which includes the amounts paid pursuant to clause (iA) below), then the Corporation shall pay to the Executive, in a lump sum within five business days after the Date of Termination, a cash amount in two equal installments, with the first installment to be paid on the first business day of the month following the Date of Termination and the second installment to be paid no later than January 15th of the calendar year following the year in which the first installment was paid. The cash amount shall be equal to the sum of the following: i(A) the amount by which the payments and benefits that would have otherwise been paid by the Bank to the Executive pursuant to Section 6 5 of the Bank Agreement are reduced by the provisions of Section 7 6 of the Bank Agreement; ii(B) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "’s “base amount" ” from the Employers, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's ’s base amount being hereinafter referred to as the "“Initial Excess Parachute Payment";”; and iii(C) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state and federal income and excise taxes on the payment provided under clause (iiB) above and on any payments under this clause (iiiC). In computing such tax allowance, the payment to be made under clause (iiB) above shall be multiplied by the "“gross up percentage" ” ("“GUP"”). The GUP shall be determined as follows: GUP = Tax Rate / 1 - Tax Rate iv) 1- Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal and state income and employment-related tax raterate (including Social Security and Medicare taxes), including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (iiB) above is made, and shall also reflect the phase-out of deductions and the ability to deduct certain of such taxes. v(b) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "“Determinative Excess Parachute Payment"”), then the Corporation's ’s independent tax counsel or accountants shall determine the amount (the "“Adjustment Amount"”) which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's ’s benefit. As soon as practicable after the Adjustment Amount has been so determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b(c) In each calendar year that the Executive receives payments of benefits under this Section 7that constitute a parachute amount, the Executive shall report on his her state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' ’ fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information. The Executive shall promptly notify the Company Corporation in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 6 is being reviewed or is in dispute. The Corporation shall assume control, control at its expense, expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this SectionSection 6) and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation.

Payment of Additional Benefits under Certain Circumstances. (a) If the payments and benefits pursuant to Section 6 2 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 6 of the Agreement between the Bank and the Executive dated this even date ("Bank Agreement"), before giving effect to any reduction in such amounts pursuant to Section 7 of the Bank Agreement)Employers, would constitute a "“parachute payment" ” as defined in Section 280G(b)(2) of the Code (the "“Initial Parachute Payment," which includes the amounts paid pursuant to clause (i) below”), then the Corporation shall pay to the Executive, in a lump sum within five business days after the Date of Termination, a cash amount in two equal installments, with the first installment to be paid on the first business day of the month following the Date of Termination and the second installment to be paid no later than January 15th of the calendar year following the year in which the first installment was paid. The cash amount shall be equal to the sum of the following: (i) the amount by which the payments and benefits that would have otherwise been paid by the Bank to the Executive pursuant to Section 6 of the Bank Agreement are reduced by the provisions of Section 7 of the Bank Agreement; iitwenty (20) twenty percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "’s “base amount" ” from the Employers, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's ’s base amount being hereinafter referred to as the "“Initial Excess Parachute Payment";”; and iii(ii) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state state, local and federal income taxes, employment-related taxes (including Social Security and Medicare taxes) and excise taxes on the payment provided under clause (iii) above and on any payments under this clause (iiiii). In computing such tax allowance, the payment to be made under clause (iii) above shall be multiplied by the "“gross up percentage" ” ("“GUP"”). The GUP shall be determined as follows: GUP = Tax Rate / 1 - Tax Rate iv) 1- Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal federal, state and state local income and employment-related tax raterate (including Social Security and Medicare taxes), including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (iii) above is made, and shall also reflect the phase-out of deductions and the ability to deduct certain of such taxes. v(b) The “Adjusted Excess Parachute Payment” shall equal the Initial Excess Parachute Payment plus the amounts paid pursuant to clauses (i) and (ii) of Section 2(a) above. (c) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Adjusted Excess Parachute Payment (such different amount being hereafter referred to as the "“Determinative Excess Parachute Payment"”), then the Corporation's ’s independent tax counsel or accountants shall determine the amount (the "“Adjustment Amount"”) which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Adjusted Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's ’s benefit. As soon as practicable after the Adjustment Amount has been so determined, and in no event more than thirty (30) days after the Adjustment Amount has been so determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b(d) In each calendar year that the Executive receives payments of benefits under this Section 7that constitute a parachute amount, the Executive shall report on his state state, local and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' ’ fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information, with such indemnification to be paid by the Corporation to the Executive as soon as practicable and in any event no later than March 15 of the year immediately following the year in which the amount subject to indemnification was determined. The Executive shall promptly notify the Company Corporation in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 3 is being reviewed or is in dispute. The Corporation shall assume control, control at its expense, expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this SectionSection 3) and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation. (e) Notwithstanding any other provision contained in this Agreement, if the time period for making any cash payment under this Section 3 commences in one calendar year and ends in the succeeding calendar year, then the payment shall not be paid until the succeeding calendar year.

Payment of Additional Benefits under Certain Circumstances. (a) If the payments and benefits pursuant to Section 6 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 6 of the Agreement between the Bank and the Executive dated this even date ("Bank Agreement"), before giving effect to any reduction in such amounts pursuant to Section 7 5 of the Bank Agreement), ) would constitute a "“parachute payment" ” as defined in Section 280G(b)(2) of the Code (the "“Initial Parachute Payment," which includes the amounts paid pursuant to clause (i”) below), then the Corporation shall pay to the Executive, a cash amount in two thirty-six (36) equal installments, monthly installments beginning with the first installment to be paid on the first business day of the month following the Date of Termination and the second installment to be paid no later than January 15th or in a lump sum within five business days of the calendar year following Date of Termination (at the year in which the first installment was paid. The Executive’s election), a cash amount shall be equal to the sum of the following: i) the amount by which the payments and benefits that would have otherwise been paid by the Bank to the Executive pursuant to Section 6 of the Bank Agreement are reduced by the provisions of Section 7 of the Bank Agreement; ii(A) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "’s “base amount" ” from the Employers, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's ’s base amount being hereinafter referred to as the "“Initial Excess Parachute Payment"”; iii(B) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state and federal income and excise and other taxes on the payment provided under clause (iiA) above and on any payments under this clause (iiiB). In computing such tax allowance, the payment to be made under clause (iiA) above shall be multiplied by the "“gross up percentage" ” ("“GUP"”). The GUP shall be determined as follows: GUP = Tax Rate / 1 - Tax Rate iv) 1- Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal and state income and employment-related tax raterate (including Social Security and Medicare taxes), including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (iiB) above is made, and shall also reflect the phase-out of deductions and the ability to deduct certain of such taxes. v(b) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "“Determinative Excess Parachute Payment"”), then the Corporation's ’s independent tax counsel or accountants shall determine the amount (the "“Adjustment Amount"”) which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's ’s benefit. As soon as practicable after the Adjustment Amount has been so determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b(c) In each calendar year that the Executive receives payments of benefits under this Section 76, the Executive shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' ’ fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information. The Executive shall promptly notify the Company Corporation in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 6 is being reviewed or is in dispute. The Corporation shall assume control, control at its expense, expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this SectionSection 6) and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation.

Payment of Additional Benefits under Certain Circumstances. (a) If the payments and benefits pursuant to Section 6 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank Association pursuant to Section 6 5 of the Agreement between the Bank Association and the Executive dated this even date April 22, 1996 ("Bank Association Agreement"), before giving effect to any reduction in such amounts pursuant to Section 7 6 of the Bank Association Agreement), would constitute a "parachute payment" as defined in Section 280G(b)(2) of the Code (the "Initial Parachute Payment," which includes the amounts paid pursuant to clause (iA) below), then the Corporation shall pay to the Executive, a cash amount in two thirty-six (36) equal installments, monthly installments beginning with the first installment to be paid on the first business day of the month following the Date of Termination and the second installment to be paid no later than January 15th of the calendar year following the year in which the first installment was paid. The Termination, a cash amount shall be equal to the sum of the following: i(A) the amount by which the payments and benefits that would have otherwise been paid by the Bank Association to the Executive pursuant to Section 6 5 of the Bank Association Agreement are reduced by the provisions of Section 7 6 of the Bank Association Agreement; ii(B) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "base amount" from the Employers, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's base amount being hereinafter referred to as the "Initial Excess Parachute Payment"; iii(C) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state and federal income and excise taxes on the payment provided under clause (iiB) above and on any payments under this clause (iiiC). In computing such tax allowance, the payment to be made under clause (iiB) above shall be multiplied by the "gross up percentage" ("GUP"). The GUP shall be determined as follows: Tax Rate GUP = Tax Rate / 1 - Tax Rate iv) ------------ 1- Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal and state income and employment-related tax rate, including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (iiB) above is made. v(b) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "Determinative Excess Parachute Payment"), then the Corporation's independent tax counsel or accountants shall determine the amount (the "Adjustment Amount") which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's benefit. As soon as practicable after the Adjustment Amount has been so determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b(c) In each calendar year that the Executive receives payments of benefits under this Section 76, the Executive shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information. The Executive shall promptly notify the Company Corporation in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 6 is being reviewed or is in dispute. The Corporation shall assume control, control at its expense, expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this SectionSection 6) and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation.

Payment of Additional Benefits under Certain Circumstances. (a) If the payments and benefits pursuant to Section 6 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 6 5 of the Agreement between the Bank and the Executive dated this even as of the date hereof ("Bank Agreement"), before giving effect to any reduction in such amounts pursuant to Section 7 6 of the Bank Agreement), would constitute a "parachute payment" as defined in Section 280G(b)(2) of the Code (the "Initial Parachute Payment," which includes the amounts paid pursuant to clause (iA) below), then the Corporation shall pay to the Executive, a cash amount in two thirty-six (36) equal installments, monthly installments beginning with the first installment to be paid on the first business day of the month following the Date of Termination and the second installment to be paid no later than January 15th or in a lump sum within five business days of the calendar year following Date of Termination (at the year in which the first installment was paid. The Executive's election), a cash amount shall be equal to the sum of the following: i(A) the amount by which the payments and benefits that would have otherwise been paid by the Bank to the Executive pursuant to Section 6 5 of the Bank Agreement are reduced by the provisions of Section 7 6 of the Bank Agreement; ii(B) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "base amount" from the Employers, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's base amount being hereinafter referred to as the "Initial Excess Parachute Payment"; iii(C) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state and federal income and excise taxes on the payment provided under clause (iiB) above and on any payments under this clause (iiiC). In computing such tax allowance, the payment to be made under clause (iiB) above shall be multiplied by the "gross up percentage" ("GUP"). The GUP shall be determined as follows: Tax Rate GUP = Tax Rate / 1 - Tax Rate iv) _______________ 1- Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal and state income and employment-related tax rate, including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (iiB) above is made. v(b) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "Determinative Excess Parachute Payment"), then the Corporation's independent tax counsel or accountants shall determine the amount (the "Adjustment Amount") which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's benefit. As soon as practicable after the Adjustment Amount has been so determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b(c) In each calendar year that the Executive receives payments of benefits under this Section 76, the Executive shall report on his her state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information. The Executive shall promptly notify the Company Corporation in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 6 is being reviewed or is in dispute. The Corporation shall assume control, control at its expense, expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this SectionSection 6) and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation.

Payment of Additional Benefits under Certain Circumstances. (a) If the payments and benefits pursuant to Section 6 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 6 of the Agreement between the Bank and the Executive dated this even date ("Bank Agreement"), before giving effect to any reduction in such amounts pursuant to Section 7 of the Bank Agreement)Employers, would constitute a "parachute payment" as defined in Section 280G(b)(2) of the Code (the "Initial Parachute Payment," which includes the amounts paid pursuant to clause (i) below"), then the Corporation shall pay to the Executive, in a cash amount in two equal installments, with the first installment to be paid on the first business day of the month lump sum within thirty (30) days following the Date of Termination and the second installment to be paid no later than January 15th of the calendar year following the year in which the first installment was paid. The Termination, a cash amount shall be equal to the sum of the following: (i) the amount by which the payments and benefits that would have otherwise been paid by the Bank to the Executive pursuant to Section 6 of the Bank Agreement are reduced by the provisions of Section 7 of the Bank Agreement; iitwenty (20) twenty percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "base amount" from the Employers, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's base amount being hereinafter referred to as the "Initial Excess Parachute Payment";; and iii(ii) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of federal, state and federal local income and excise taxes on the payment provided under clause (iii) above and on any payments under this clause (iiiii). In computing such tax allowance, the payment to be made under clause (iii) above shall be multiplied by the "gross up percentage" ("GUP"). The GUP shall be determined as follows: GUP = Tax Rate / 1 - Tax Rate iv) ---------- 1-Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal federal, state and state local income and employment-related tax raterate (including Social Security and Medicare taxes), including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (iii) above is made, and shall also reflect the phase-out of deductions and the ability to deduct certain of such taxes. v(b) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "Determinative Excess Parachute Payment"), then the Corporation's independent tax counsel or accountants shall determine the amount (the "Adjustment Amount") which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's benefit. As soon as practicable after the Adjustment Amount has been so determined, and in no event more than thirty (30) days after the Adjustment Amount has been determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b(c) In each calendar year that the Executive receives payments of benefits under this Section 7that constitute a parachute amount, the Executive shall report on his federal, state and federal local income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information, with such indemnification to be paid by the Corporation to the Executive as soon as practicable and in any event no later than March 15 of the year immediately following the year in which the amount subject to indemnification was determined. The Executive shall promptly notify the Company Corporation in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 6 is being reviewed or is in dispute. The Corporation shall assume control, control at its expense, expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this Section) Section 6), and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation.

Payment of Additional Benefits under Certain Circumstances. (a) If the payments and benefits pursuant to Section 6 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 6 5 of the Agreement between the Bank and the Executive dated this even date June 10, 1997 ("Bank Agreement"), before giving effect to any reduction in such amounts pursuant to Section 7 6 of the Bank Agreement), would constitute a "parachute payment" as defined in Section 280G(b)(2) of the Code (the "Initial Parachute Payment," which includes the amounts paid pursuant to clause (iA) below), then the Corporation shall pay to the Executive, a cash amount in two thirty-six (36) equal installments, monthly installments beginning with the first installment to be paid on the first business day of the month following the Date of Termination and the second installment to be paid no later than January 15th or in a lump sum within five business days of the calendar year following Date of Termination (at the year in which the first installment was paid. The Executive's election), a cash amount shall be equal to the sum of the following: i(A) the amount by which the payments and benefits that would have otherwise been paid by the Bank to the Executive pursuant to Section 6 5 of the Bank Agreement are reduced by the provisions of Section 7 6 of the Bank Agreement; ii(B) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "base amount" from the Employers, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's base amount being hereinafter referred to as the "Initial Excess Parachute Payment"; iii(C) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state and federal income and excise taxes on the payment provided under clause (ii) above and on any payments under this clause (iiiC). In computing such tax allowance, the payment to be made under clause (iiB) above shall be multiplied by the "gross up percentage" ("GUP"). The GUP shall be determined as follows: Tax Rate GUP = Tax Rate / 1 - Tax Rate iv) ---------------- 1- Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal and state income and employment-related tax rate, including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (iiB) above is made. v(b) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "Determinative Excess Parachute Payment"), then the Corporation's independent tax counsel or accountants shall determine the amount (the "Adjustment Amount") which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's benefit. As soon as practicable after the Adjustment Amount has been so determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b(c) In each calendar year that the Executive receives payments of benefits under this Section 76, the Executive shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information. The Executive shall promptly notify the Company Corporation in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 6 is being reviewed or is in dispute. The Corporation shall assume control, control at its expense, expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this SectionSection 6) and the 9 9 Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation.

Payment of Additional Benefits under Certain Circumstances. (a) If (i) the payments and benefits pursuant to Section 6 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers Corporation and/or the Association (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank Association pursuant to Section 6 5 of the Association Agreement between the Bank and the Executive dated this even date ("Bank Agreement"), before giving effect to any reduction in such amounts pursuant to Section 7 6 of the Bank Association Agreement), would constitute a "“parachute payment" ” as defined in Section 280G(b)(2) of the Code (the "“Initial Parachute Payment," ” which includes the amounts paid pursuant to clause (iA) below), and (ii) the Initial Parachute Payment either equals three times the Executive’s Base Amount or exceed three times the Executive’s Base Amount but by an amount less than 5% of three times the Executive’s Base Amount, then the Initial Parachute Payment shall be reduced by the least amount necessary to bring the present value of the payments and benefits below three times the Executive’s Base Amount, with the cash severance to be reduced first. As used in this Agreement, “Base Amount” shall have the meaning set forth in Section 280G(b)(3) of the Code. (b) If the Initial Parachute Payment exceeds 105% of three times the Executive’s Base Amount, then the Corporation shall pay to the Executive, in a cash amount in two equal installments, with the first installment to be paid on the first lump sum within five business day of the month following days after the Date of Termination and the second installment to be paid no later than January 15th of the calendar year following the year in which the first installment was paid. The Termination, a lump sum cash amount shall be equal to the sum of the following: i(A) the amount by which the payments and benefits that would have otherwise been paid by the Bank Association to the Executive pursuant to Section 6 5 of the Bank Association Agreement are reduced by the provisions of Section 7 6 of the Bank Association Agreement; ii(B) twenty (20) percent (or such other percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive's "’s “base amount" ” from the EmployersCorporation and the Association, as defined in Section 280G(b)(3) of the Code, with the difference between the Initial Parachute Payment and the Executive's ’s base amount being hereinafter referred to as the "“Initial Excess Parachute Payment";”; and iii(C) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state state, local and federal income and excise taxes on the payment provided under clause (iiB) above and on any payments under this clause (iiiC). In computing such tax allowance, the payment to be made under clause (iiB) above shall be multiplied by the "“gross up percentage" ” ("“GUP"”). The GUP shall be determined as follows: GUP = Tax Rate / 1 - Tax Rate iv) 1- Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal federal, state and state local income and employment-related tax raterate (including Social Security and Medicare taxes), including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (iiB) above is made, and shall also reflect the phase-out of deductions and the ability to deduct certain of such taxes. v(c) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Code is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "“Determinative Excess Parachute Payment"”), then the Corporation's ’s independent tax counsel or accountants shall determine the amount (the "“Adjustment Amount"”) which either the Executive must pay to the Corporation or the Corporation must pay to the Executive in order to put the Executive (or the Corporation, as the case may be) in the same position the Executive (or the Corporation, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive's ’s benefit. As soon as practicable after the Adjustment Amount has been so determined, and in no event more than thirty (30) days after the Adjustment Amount has been determined, the Corporation shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Corporation, as the case may be. b(d) In each calendar year that the Executive receives payments of benefits under this Section 7that constitute a parachute amount, the Executive shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Corporation as described above. The Corporation shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' ’ fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information, with such indemnification to be paid by the Corporation to the Executive as soon as practicable and in any event no later than March 15th of the year immediately following the year in which the amount subject to indemnification was determined. The Executive shall promptly notify the Company Corporation in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 7 6 is being reviewed or is in dispute. The Corporation shall assume control, control at its expense, expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this SectionSection 6) and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation. (e) If the payments and benefits which the Executive would have the right to receive from the Association pursuant to Section 5 of the Association Agreement are reduced pursuant to Section 6 of the Association Agreement for reasons unrelated to Section 280G of the Code, then the Corporation shall pay to the Executive, in a lump sum within five business days after the Date of Termination, a cash amount equal to the amount by which the payments and benefits that would have otherwise been paid by the Association pursuant to Section 5 of the Association Agreement are reduced by the provisions of Section 6 of the Association Agreement.