Common use of Payments to Executive Clause in Contracts

Payments to Executive. (a) If the Executive remains employed by the Bank from the date of his employment until his termination of employment on or after 10 years of service, the Bank will pay to the Executive annually, a benefit payable in the Normal Form in equal monthly installments commencing on the first day of the month next following the termination of the Executive’s employment, an amount equal to 70% of the average of the Executive’s Final Average Compensation offset by the SBERA Pension Benefit, adjusted as provided in clauses (b) and (c) of this Paragraph 2; provided, the Executive’s termination constitutes a “Separation from Service” for purposes of Section 409A of the Code. (b) The Executive’s benefits under the Agreement shall become non-forfeitable in accordance with the following schedule: Notwithstanding the foregoing, the Executive shall become fully vested immediately upon his death prior to a Separation from Service, a Change in Control or upon any involuntary termination of his employment by the Bank other than for Cause. (c) If the Accrued Benefit is payable before the Executive’s 65th birthday, the Accrued Benefit shall be reduced by 2.5% for each year benefits commence before the Executive’s 65th birthday. The foregoing 2.5% reduction shall be pro-rated for a partial year. Notwithstanding the foregoing, the Accrued Benefit shall not be reduced by the 2.5% increments after the Executive has completed twenty-five (25) years of service with the Bank, or following a Change in Control. (d) In lieu of the Normal Form provided by the foregoing provisions of this Paragraph 2, with the consent of the Bank, the Executive may elect an optional form of payment which is the Actuarial Equivalent of the Normal Form to which the Executive is entitled, which optional form of payment may be any optional form provided under the SBERA Plan, including a lump sum. (The Executive elected a lump sum payment prior to January 1, 2007). On or after January 1, 2009, if the Executive wishes to change his payment election as to the form of payment, the Executive may do so by completing a payment election form approved by the Board of Directors, provided that any such election (i) must be made prior to the Executive’s Separation from Service, (ii) must be made at least 12 months before the date on which any benefit payments are scheduled to commence, (iii) shall not take effect until at least 12 months after the date the election is made, and (iv) for payments to be made other than upon death or disability, must provide an additional deferral period of at least five years from the date such payment would otherwise have been made (or in the case of any installment payments treated as a single payment, five years from the date the first amount was scheduled to be paid). For purposes of this Agreement and clause (iv) above, all installment payments under this Agreement shall be treated as a single payment. On or before December 31, 2008, if the Executive wishes to change his payment election as to the form of payment, the Participant may do so by completing a payment election form, provided that any such election (i) must be made prior to the Executive’s Separation from Service, (ii) shall not take effect before the date that is 12 months after the date the election is made, and (iii) made in 2008 cannot apply to amounts that would otherwise be payable in 2008 and may not cause an amount to be paid in 2008 that would otherwise be paid in a later year. A lump sum payment shall be made within sixty (60) days following the date the Participant becomes entitled to receive a benefit under the Plan. (e) Notwithstanding anything to the contrary set forth herein, in no event shall the Executive be entitled to receive any benefits under this Agreement if he is terminated by the Board of Directors of the Bank for Cause. A determination of whether the Executive’s employment is terminated for Cause shall be made at a meeting of the Board of Directors called and held for such purpose, at which the Board of Directors makes a finding that in their good faith opinion an event set forth in Section 1(c) of this Agreement has occurred and specifying the particulars thereof in detail. (f) Notwithstanding any provision of this Agreement to the contrary, if the Executive is considered a Specified Employee at Separation from Service under such procedures as established by the Bank in accordance with Section 409A of the Code, benefit distributions that are made upon Separation from Service may not commence earlier than six (6) months after the date of such Separation from Service. Therefore, in the event this Section 2(f) is applicable to the Executive, any distribution which would otherwise be paid to the Executive within the first six months following the Separation from Service shall be accumulated and paid (with interest calculated at the Prime Rate reported in the Wall Street Journal as of the date the benefit first became payable) to the Executive in a lump sum on the first day of the seventh month following the Separation from Service. All subsequent distributions shall be paid in the manner specified under this Section 2 of the Plan with respect to the applicable benefit. A Specified Employee means a key employee (as defined in Section 416(i) of the Code without regard to paragraph 5 thereof) of the Bank if any stock of the Bank is publicly traded on an established securities market or otherwise or if the Bank is the subsidiary of a publicly-traded holding company.

Payments to Executive. (a) If PWG shall deliver to the Trustee a payment schedule (the "Payment Schedule") that indicates the amounts payable to the Executive remains employed by and the Bank from times at which such amounts are payable. The Committee or any individual to whom the date Committee delegates its responsibility under the Deferred Compensation Agreement (together with the Committee, the "Administrator") shall determine whether an event set forth on the Payment Schedule has occurred and shall advise the Trustee of his employment until his such event. The Payment Schedule shall be consistent with the terms of Section 7 of the Deferred Compensation Agreement and shall be delivered to the Trustee as soon as practicable after the Executive's termination of employment on with PWG or after 10 years any other event entitling the Executive or the Executive's Beneficiary to a payment of serviceamounts credited to the Account. On and after the Change in Control Notice Date, in the event of any conflict between the Payment Schedule and the Deferred Compensation Agreement, the Bank will pay Trustee shall be authorized to rely on the Deferred Compensation Agreement. Except as otherwise provided herein, the Trustee shall make payments to the Executive annually, a benefit payable and the Executive's Beneficiary in accordance with such Payment Schedule and Section 2(b) below. The Trustee shall make provisions for the Normal Form in equal monthly installments commencing on reporting and withholding of any taxes that may be required to be withheld with respect to the first day payment of benefits pursuant to the terms of the month next following Deferred Compensation Agreement and shall (i) pay amounts withheld to the termination of appropriate taxing authorities or (ii) remit such withheld amounts to PWG for payment to the Executive’s employment, an amount equal to 70% of applicable taxing authorities upon written agreement from PWG that PWG shall be responsible for the average of the Executive’s Final Average Compensation offset by the SBERA Pension Benefit, adjusted as provided in clauses (b) applicable tax reporting and (c) of this Paragraph 2; provided, the Executive’s termination constitutes a “Separation from Service” for purposes of Section 409A of the Codepayments. (b) The Executive’s benefits under Subject to the Agreement shall become non-forfeitable in accordance with provisions of Sections 2(c), 2(d) and 2(e), on and after the following schedule: Notwithstanding the foregoing, the Executive shall become fully vested immediately upon his death prior to a Separation from Service, a Change in Control or upon any involuntary termination of his employment by Notice Date, the Bank other than for Cause. (c) If Trustee shall pay the Accrued Benefit is payable before amounts due to the Executive and the Executive’s 65th birthday's Beneficiary in respect of PWG's DCA Obligation upon receipt of either (i) a Payment Schedule from PWG authorizing such payment or (ii) an affidavit from the Executive, in substantially the form of Exhibit A hereto (an "Affidavit"), attesting to the amount of such payment and setting forth the circumstances giving rise to the obligation to make such payment under the Deferred Compensation Agreement. The Trustee shall be authorized to rely on the Payment Schedule, written instructions from PWG or any such Affidavit, and in the event of a conflict between the written instructions from PWG and the Affidavit, the Accrued Benefit provisions of the Affidavit shall be reduced by 2.5% for each year benefits commence before the Executive’s 65th birthday. The foregoing 2.5% reduction shall be pro-rated for a partial yearcontrolling. Notwithstanding the foregoing, unless the Accrued Benefit Payment Schedule provides otherwise, the Trustee shall satisfy payment obligations first from the assets of Trust I. To the extent the assets of Trust I do not satisfy the payment obligation, the assets of Trust II shall be reduced by used to satisfy such obligation. The Trustee shall coordinate all payments with the 2.5% increments after trustee of Trust II to ensure that no duplicate payments are paid to the Executive has completed twenty-five (25) years of service with or the Bank, or following a Change in ControlExecutive's Beneficiary. (d) In lieu PWG may make payment of benefits directly to the Executive or the Executive's Beneficiary as they become due under the terms of Section 7 of the Normal Form provided Deferred Compensation Agreement. In the event any amount referred to in a Payment Schedule is paid by the foregoing provisions of this Paragraph 2, with the consent of the Bank, the Executive may elect an optional form of payment which is the Actuarial Equivalent of the Normal Form to which the Executive is entitled, which optional form of payment may be any optional form provided under the SBERA Plan, including a lump sum. (The Executive elected a lump sum payment prior to January 1, 2007). On or after January 1, 2009, if the Executive wishes to change his payment election as to the form of payment, the Executive may do so by completing a payment election form approved by the Board of Directors, provided that any such election (i) must be made prior PWG to the Executive’s Separation , PWG shall notify the Trustee in writing of such event. Such notice shall include a Payment Schedule revised in accordance with such notice and, following the Change in Control Notice Date, such revised Payment Schedule shall be confirmed in writing by the Executive or the Executive's Beneficiary (which confirmation may be waived by the Trustee if the Trustee determines in good faith after reasonable inquiry that such confirmation is being unreasonably withheld by the Executive or the Executive's Beneficiary). Upon receipt of such notice, the Trustee shall amend the Payment Schedule to reduce the amount payable thereunder as set forth in such notice and, if applicable, confirmed by the Executive or the Executive's Beneficiary, and shall distribute to PWG an amount of assets from ServiceTrust I equal to the fair market value of the amount so paid by PWG; provided, (ii) must however, that no such payment shall be made at least 12 months before to PWG if such payment would cause the date on which any benefit payments are scheduled to commence, (iii) shall not take effect until at least 12 months after the date the election is made, and (iv) for payments assets of Trust I to be made other less than upon death or disability, must provide an additional deferral period the Account Balance as of at least five years from the date such payment would otherwise have been made (or in the case of any installment payments treated as a single payment, five years from the date the first amount was scheduled to be paid). For purposes of this Agreement and clause (iv) above, all installment payments under this Agreement shall be treated as a single payment. On or before December 31, 2008, if the Executive wishes to change his payment election as to the form of payment, the Participant may do so by completing a payment election form, provided that any such election (i) must be made prior to the Executive’s Separation from Service, (ii) shall not take effect before the date that is 12 months after the date the election is made, and (iii) made in 2008 cannot apply to amounts that would otherwise be payable in 2008 and may not cause an amount to be paid in 2008 that would otherwise be paid in a later year. A lump sum payment shall be made within sixty (60) days following the date the Participant becomes entitled to receive a benefit under the Plandue hereunder. (e) Notwithstanding anything Trust I and Trust II are established as a means of facilitating the payment of PWG's DCA Obligation. If the principal of Trust I and Trust II and any earnings thereon are not sufficient to make payments of benefits in accordance with the contrary set forth herein, in no event shall the Executive be entitled to receive any benefits under this Agreement if he is terminated by the Board of Directors terms of the Bank for CauseDeferred Compensation Agreement and the Payment Schedule, PWG shall make the balance of each such payment as it falls due. A determination The Trustee shall, upon reasonable request, provide the trustee of whether Trust II with information concerning the Executive’s employment is terminated for Cause assets of Trust I. The Trustee shall notify PWG where the principal and earnings of Trust I and Trust II are not sufficient to satisfy the DCA Obligation. Nothing in this Trust Agreement or in the Payment Schedule shall be made at a meeting construed in any way as relieving PWG of the Board DCA Obligation if the DCA Obligation is not satisfied from the assets of Directors called Trust I and held for such purpose, at which the Board of Directors makes a finding that in their good faith opinion an event set forth in Section 1(c) of this Agreement has occurred and specifying the particulars thereof in detailTrust II. (f) Notwithstanding any provision of Whenever it is contemplated that PaineWebber shall make a payment or contribution under this Agreement to the contraryTrust Agreement, if the Executive is considered a Specified Employee at Separation from Service under such procedures as established by the Bank in accordance with Section 409A of the Code, benefit distributions that are made upon Separation from Service may not commence earlier than six (6) months after the date of such Separation from Service. Therefore, in the event this Section 2(f) is applicable to the Executive, any distribution which would otherwise be paid to the Executive within the first six months following the Separation from Service payment or contribution shall be accumulated and paid (with interest calculated at the Prime Rate reported made by PWG or any Subsidiary thereof designated by PWG, but no such designation by PWG shall in the Wall Street Journal as any way relieve PWG of the date the benefit first became payable) its obligation to the Executive in a lump sum on the first day of the seventh month following the Separation from Service. All subsequent distributions shall be paid in the manner specified under this Section 2 of the Plan with respect to the applicable benefit. A Specified Employee means a key employee (as defined in Section 416(i) of the Code without regard to paragraph 5 thereof) of the Bank if any stock of the Bank is publicly traded on an established securities market or otherwise or if the Bank is the subsidiary of a publicly-traded holding companymake such payment.

Payments to Executive. (ai) If The Executive shall continue to receive his Base Salary at the annual rate of FOUR HUNDRED AND TWENTY-FIVE THOUSAND DOLLARS AND ZERO CENTS ($425,000.00), less all applicable withholdings and deductions, from the Retirement Date through the termination of employment as a Senior Advisor (the “Advisory Period”). (ii) No later than April 1, 2017, the Executive remains shall receive a lump sum payment of NINETY-FIVE THOUSAND DOLLARS AND NO CENTS ($95,000.00), less all applicable withholdings and deductions. (iii) The Advisory Period shall be intended to continue until November 1, 2017 (“Advisory End Date”), although either the Company or the Executive may terminate employment as a Senior Advisor at will at any time. During the Advisory Period, Executive shall continue to be actively employed by the Bank from Company with duties to be mutually agreed upon by the date parties. (iv) The parties agree that Executive may be based in New Orleans, Louisiana, and may perform his duties remotely, at Company headquarters in Long Island City, New York, and wherever he can best fulfill his duties to the Company, as determined by the Executive in consultation with the Company. All reasonable travel and related expenses incurred by the Executive in the fulfillment of his employment until his termination duties hereunder will be reimbursed in accordance with the applicable expense reimbursement policies and procedures of employment on or after 10 years the Company as in effect from time to time. (v) At the end of servicethe Advisory Period, the Bank will pay Executive’s employment shall terminate and he shall receive a lump sum payment of TWENTY-FIVE THOUSAND DOLLARS AND CENTS ($25,000.00) less all applicable withholdings and taxes, in consideration for and subject to the Executive annually, a benefit payable in executing the Normal Form in equal monthly installments commencing on Updated General Release attached as Appendix B to this Agreement (the first day of the month next following the termination “Lump Sum Payment”). The Lump Sum Payment shall be made within 15 business days of the Executive’s execution and non-revocation of the Updated General Release attached as Appendix B. (vi) Notwithstanding the foregoing, should the Executive obtain full-time employment, an amount equal with substantially equivalent benefits, during the Advisory Period, should the Company terminate Executive’s employment as a Senior Advisor or should the Executive die, the Company shall convert any remaining salary payments due to 70% of him through the average Advisory End Date into a lump sum payment (less all applicable withholdings and deductions), to be made within 15 business days of the Executive’s Final Average Compensation offset by execution and non-revocation of the SBERA Pension BenefitUpdated General Release attached as Appendix B payable to Executive (or his designated beneficiary). The Executive shall notify Xxxxx X. Xxxx, adjusted as provided in clauses (b) Executive Vice President and (c) General Counsel, within 5 days after he obtains full-time employment. Upon his acceptance of this Paragraph 2; providedsuch employment, the Executive’s termination constitutes a “Separation from Service” for purposes of Section 409A of the Code. (b) The Executive’s benefits under the Agreement shall become non-forfeitable in accordance employment with the following schedule: Notwithstanding Company shall end and any and all benefits discussed in this Paragraph 2 that are continuing during the foregoingAdvisory Period shall terminate; provided, however, the Flight Benefits set forth in 2(e) shall continue and the Executive shall become fully vested immediately upon his death prior to a Separation from Servicereceive the Bonus, a Change in Control or upon any involuntary termination of his employment by the Bank other than for Cause. (c) If the Accrued Benefit is payable before the Executive’s 65th birthday, the Accrued Benefit shall be reduced by 2.5% for each year benefits commence before the Executive’s 65th birthday. The foregoing 2.5% reduction shall be pro-rated for a partial year. Notwithstanding the foregoing, the Accrued Benefit shall not be reduced by the 2.5% increments after the Executive has completed twenty-five (25) years of service with the Bank, or following a Change in Control. (d) In lieu of the Normal Form provided by the foregoing provisions of this Paragraph 2, with the consent of the Bank, the Executive may elect an optional form of payment which is the Actuarial Equivalent of the Normal Form to which the Executive is entitled, which optional form of payment may be any optional form provided under the SBERA Plan, including a lump sum. (The Executive elected a lump sum payment prior to January 1, 2007). On or after January 1, 2009, if the Executive wishes to change his payment election as to the form of payment, the Executive may do so by completing a payment election form approved by the Board of Directors, provided that any such election (i) must be made prior to the Executive’s Separation from Service, (ii) must be made at least 12 months before the date on which any benefit payments are scheduled to commence, (iii) shall not take effect until at least 12 months after the date the election is made, and (iv) for payments to be made other than upon death or disability, must provide an additional deferral period of at least five years from the date such payment would otherwise have been made (or in the case of any installment payments treated as a single payment, five years from the date the first amount was scheduled to be paid). For purposes of this Agreement and clause (iv) above, all installment payments under this Agreement shall be treated as a single payment. On or before December 31, 2008, if the Executive wishes to change his payment election as to the form of payment, the Participant may do so by completing a payment election form, provided that any such election (i) must be made prior to the Executive’s Separation from Service, (ii) shall not take effect before the date that is 12 months after the date the election is made, and (iii) made in 2008 cannot apply to amounts that would otherwise be payable in 2008 and may not cause an amount to be paid in 2008 that would otherwise be paid in a later year. A lump sum payment shall be made within sixty (60) days following the date the Participant becomes entitled to receive a benefit under the Plan. (e) Notwithstanding anything to the contrary set forth herein, in no event shall the Executive be entitled to receive any benefits under this Agreement if he is terminated by the Board of Directors of the Bank for Cause. A determination of whether the Executive’s employment is terminated for Cause shall be made at a meeting of the Board of Directors called and held for such purpose, at which the Board of Directors makes a finding that in their good faith opinion an event set forth in Section 1(c2(b) of this Agreement has occurred and specifying the particulars thereof in detailbelow. (f) Notwithstanding any provision of this Agreement to the contrary, if the Executive is considered a Specified Employee at Separation from Service under such procedures as established by the Bank in accordance with Section 409A of the Code, benefit distributions that are made upon Separation from Service may not commence earlier than six (6) months after the date of such Separation from Service. Therefore, in the event this Section 2(f) is applicable to the Executive, any distribution which would otherwise be paid to the Executive within the first six months following the Separation from Service shall be accumulated and paid (with interest calculated at the Prime Rate reported in the Wall Street Journal as of the date the benefit first became payable) to the Executive in a lump sum on the first day of the seventh month following the Separation from Service. All subsequent distributions shall be paid in the manner specified under this Section 2 of the Plan with respect to the applicable benefit. A Specified Employee means a key employee (as defined in Section 416(i) of the Code without regard to paragraph 5 thereof) of the Bank if any stock of the Bank is publicly traded on an established securities market or otherwise or if the Bank is the subsidiary of a publicly-traded holding company.

Payments to Executive. (a) If In accordance with Section 6.3 of the Termination Agreement, and subject to Executive’s execution of this Agreement containing a release from liability and waiver of right to sxx the Company and/or its Affiliates, the Company agrees to pay Executive payments as follows: a. The Company shall, promptly upon submission by the Executive remains employed by the Bank from the date of his employment until his termination of employment on supporting documentation, pay or after 10 years of service, the Bank will pay reimburse to the Executive annually, a benefit any unreimbursed costs and expenses paid or incurred by the Executive prior to the Date of Termination which would have been payable in under Section 4.6 of the Normal Form in equal monthly installments Termination Agreement if the Executive’s employment had not terminated. b. During the 12-month period commencing on the first day Date of Termination, the month next following Company shall continue benefits (other than disability benefits), at the termination of Company’s expense, to the Executive and/or the Executive’s employment, an amount family at least equal to 70% those which would have been provided to them under Section 4.5 of the average of Termination Agreement if the Executive’s Final Average Compensation offset employment had not been terminated. Benefits otherwise receivable by the SBERA Pension Benefit, adjusted as Executive pursuant to this Section shall be reduced to the extent substantially similar benefits are actually received by or made available to the Executive by any other employer during the same time period for which such benefits would be provided in clauses (b) and (c) pursuant to this Section at a cost to the Executive that is commensurate with the cost incurred by the Executive immediately prior to the Date of this Paragraph 2Termination; provided, however, that if the Executive becomes employed by a new employer which maintains a medical plan that either (i) does not cover the Executive or a family member or dependent with respect to a preexisting condition which was covered under the applicable Company medical plan, or (ii) does not cover the Executive or a family member or dependent for a designated waiting period, the Executive’s termination constitutes coverage under the applicable Company medical plan shall continue (but shall be limited in the event of noncoverage due to a “Separation from Service” for purposes of Section 409A preexisting condition, to such preexisting condition) until the earlier of the Codeend of the applicable period of noncoverage under the new employer’s plan or the first anniversary of the Date of Termination. The Executive agrees to report to the Company any coverage and benefits actually received by the Executive or made available to the Executive from such other employer(s). The Executive shall be entitled to elect to change his level of coverage and/or his choice of coverage options (such as Executive only or family medical coverage) with respect to the benefits to be provided by the Company to the Executive to the same extent that actively employed senior executive officers of the Company are permitted to make such changes; provided, however, that in the event of any such changes the Executive shall pay the amount of any cost increase that would actually be paid by an actively employed senior executive officer of the Company by reason of making the same change in his level of coverage or coverage options. (b) The c. During the 12-month period following the Date of Termination, the Company shall pay to the Executive, in equal semi-monthly installments, the Executive’s benefits under Base Salary (as in effect on the Agreement shall become nonDate of Termination). d. During the 12-forfeitable month period after the Date of Termination, all stock options and restricted stock held by the Executive will continue to vest and be exercisable in accordance with their terms in effect on the following schedule: Notwithstanding Date of Termination. On the foregoingconclusion of said 12-month period, all unexpired, unexercised options will be fully vested and all restricted stock will be fully vested. Thereafter, all such fully vested stock options will be exercisable by the Executive shall become fully vested immediately upon his death prior until the earlier to a Separation from Service, a Change in Control or upon any involuntary termination of his employment by the Bank other than for Cause. (c) If the Accrued Benefit is payable before the Executive’s 65th birthday, the Accrued Benefit shall be reduced by 2.5% for each year benefits commence before the Executive’s 65th birthday. The foregoing 2.5% reduction shall be pro-rated for a partial year. Notwithstanding the foregoing, the Accrued Benefit shall not be reduced by the 2.5% increments after the Executive has completed twenty-five (25) years of service with the Bank, or following a Change in Control. (d) In lieu occur of the Normal Form provided by the foregoing provisions of this Paragraph 2, with the consent expiration of the Bank, the Executive may elect an optional form term of payment which is the Actuarial Equivalent of the Normal Form to which the Executive is entitled, which optional form of payment may be any optional form provided under the SBERA Plan, including a lump sum. (The Executive elected a lump sum payment prior to January 1, 2007). On each stock option or after January 1, 2009, if the Executive wishes to change his payment election as to the form of payment, the Executive may do so by completing a payment election form approved by the Board of Directors, provided that any such election (i) must be made prior to the Executive’s Separation from Service, (ii) must be made at least 12 months before the date on which any benefit payments are scheduled to commence, (iii) shall not take effect until at least 12 months after the date the election is made, and (iv) for payments to be made other than upon death or disability, must provide an additional deferral period of at least five years from the date such payment would otherwise have been made (or in the case of any installment payments treated as a single payment, five years from the date the first amount was scheduled to be paid). For purposes of this Agreement and clause (iv) above, all installment payments under this Agreement shall be treated as a single payment. On or before December 31, 2008, if the Executive wishes to change his payment election as to the form of payment, the Participant may do so by completing a payment election form, provided that any such election (i) must be made prior to the they become fully vested. e. Executive’s Separation from Service, (ii) shall not take effect before the date that is 12 months after the date the election is made, participation in all other employee benefit plans and (iii) made in 2008 cannot apply to amounts that would otherwise be payable in 2008 and may not cause an amount to be paid in 2008 that would otherwise be paid in a later year. A lump sum payment shall be made within sixty (60) days following the date the Participant becomes entitled to receive a benefit under the Plan. (e) Notwithstanding anything to the contrary set forth herein, in no event shall the Executive be entitled to receive any benefits under this Agreement if he is terminated programs maintained by the Board Company and/or its Affiliates shall cease on the Date of Directors Termination. Notwithstanding any of the Bank for Cause. A determination of whether the Executive’s employment is terminated for Cause shall be made at a meeting of the Board of Directors called and held for such purpose, at which the Board of Directors makes a finding that in their good faith opinion an event set forth in Section 1(c) of this Agreement has occurred and specifying the particulars thereof in detail. (f) Notwithstanding any provision of this Agreement above to the contrary, if the Executive is considered a Specified Employee at Separation from Service under such procedures as established by the Bank in accordance with Section 409A will not be entitled to any of the Code, benefit distributions that are made upon Separation from Service may not commence earlier than six (6) months after the date of such Separation from Service. Therefore, benefits or payments provided in the event this Section 2(f) is applicable to 5 if Executive breaches this Agreement or the Executiveprovisions of Sections 8, any distribution which would otherwise be paid to the Executive within the first six months following the Separation from Service shall be accumulated and paid (with interest calculated at the Prime Rate reported in the Wall Street Journal as 9, 10, 12 or 13.8 of the date the benefit first became payable) to the Executive in a lump sum on the first day of the seventh month following the Separation from Service. All subsequent distributions shall be paid in the manner specified under this Section 2 of the Plan with respect to the applicable benefit. A Specified Employee means a key employee (as defined in Section 416(i) of the Code without regard to paragraph 5 thereof) of the Bank if any stock of the Bank is publicly traded on an established securities market or otherwise or if the Bank is the subsidiary of a publicly-traded holding companyTermination Agreement.

Payments to Executive. In satisfaction of Company's obligations under the Employment Agreement and the Company's and the Bank's and any Affiliates obligations under any and all contracts, employee benefit plans, employment policies, perquisites and programs of the Company and the Banks and any Affiliates and as consideration for the promises made in this Agreement, including the waivers and releases provided for in Section 9 of this Agreement, the Company shall pay Executive the following amounts and provide him with the following benefits: (a) If the The Executive remains employed by the Bank from the date of his employment until his termination of employment shall be paid One hundred thirty-five thousand and no/100 dollars ($135,000.00) on or after 10 years of serviceabout January 1, the Bank will pay to the Executive annually, a benefit payable in the Normal Form in equal monthly installments commencing on the first day of the month next following the termination of the Executive’s employment, an amount equal to 70% of the average of the Executive’s Final Average Compensation offset by the SBERA Pension Benefit, adjusted as provided in clauses (b) and (c) of this Paragraph 2; provided, the Executive’s termination constitutes a “Separation from Service” for purposes of Section 409A of the Code.2005; (b) The Executive’s benefits under Executive shall be paid One hundred thirty-five thousand and no/100 dollars ($135,000.00) on or about January 1, 2006; (c) The Executive shall be entitled to participate in the Agreement shall become non-forfeitable in accordance with Banks' health insurance coverage pursuant to the following schedule: Notwithstanding Consolidated Omnibus Reconciliation Act of 1985 ("COBRA Continuation Coverage"). In the foregoingevent of such election, the Executive shall become fully vested immediately upon his death prior pay all premiums applicable to a Separation from Service, a Change in Control or upon any involuntary termination of his employment such COBRA Continuation Coverage. Executive acknowledges and agrees: (i) All payments to be made to Executive shall be subject to all withholding requirements imposed by the Bank other than for Causestate and federal law. (cii) If The Executive expressly agrees, understands, and acknowledges that the Accrued Benefit is payable before payments and benefits provided the Executive under this Section 2 constitute an amount in excess of that to which an employee otherwise terminating his employment with the Company or the Banks or the Affiliates would be entitled to receive. The Executive acknowledges that the above payments and benefits are being provided as consideration for the Executive’s 65th birthday's entering into this Agreement, including the Accrued Benefit shall be reduced by 2.5% release of claims and waiver of rights provided for each year benefits commence before the Executive’s 65th birthday. The foregoing 2.5% reduction shall be pro-rated for a partial year. Notwithstanding the foregoing, the Accrued Benefit shall not be reduced by the 2.5% increments after the Executive has completed twenty-five (25) years of service with the Bank, or following a Change in ControlSection 9. (d) In lieu of the Normal Form provided by the foregoing provisions of this Paragraph 2, with the consent of the Bank, The following are additional items that the Executive may elect an optional form of payment which is the Actuarial Equivalent of the Normal Form to which the Executive is entitled, which optional form of payment may be any optional form provided under the SBERA Plan, including a lump sum. (The Executive elected a lump sum payment prior to January 1, 2007). On or after January 1, 2009, if the Executive wishes to change his payment election as to the form of payment, the Executive may do so by completing a payment election form approved by the Board of Directors, provided that any such election shall receive: (i) must be made prior to From the Executive’s Separation from Servicedate of this agreement the Executive shall receive a salary as an advisor at the annual rate of $135,000.00 per year pro-rated through December 31, 2004. (ii) must be made at least 12 months before 401(k) matching contribution into the date Executive's retirement fund from the Company based on which any benefit payments are scheduled to commence, that portion of the year the Executive worked for the Company. (iii) shall not take effect until at least 12 months after Payment for any un-reimbursed employee expenses due the date the election is made, and Executive. (iv) for payments Cooperation of the Company in the Executive's obtaining life insurance coverage, at the Executive's cost, through the Life Insurance Company which currently has a policy on the Executive's life through the Company. (v) An accounting of all shares of stock the Executive presently owns in the Company or any of its affiliates. (vi) Any additional items owed to the Executive at time the Executive ceases employment including all amounts due under deferred compensation plans which remain unpaid. Four percent (4%) accrued interest shall be made other than upon death or disability, must provide an additional deferral period of at least five years paid to Executive from the date such payment would otherwise have been made (or in the case of any installment payments treated as a single payment, five years from the date the first amount deferred compensation was scheduled approved to be paid). For purposes of this Agreement and clause (iv) above, all installment payments under this Agreement shall be treated as a single payment. On or before December 31, 2008, if the Executive wishes to change his payment election as to the form of payment, the Participant may do so by completing a payment election form, provided that any such election (i) must be made prior to the Executive’s Separation from Service, (ii) shall not take effect before the date that is 12 months after the date the election is made, and (iii) made in 2008 cannot apply to amounts that would otherwise be payable in 2008 and may not cause an amount to be paid in 2008 that would otherwise be paid in a later year. A lump sum payment shall be made within sixty (60) days following the date the Participant becomes entitled to receive a benefit under the Plan. (e) Notwithstanding anything to the contrary set forth herein, in no event shall the Executive be entitled to receive any benefits under this Agreement if he is terminated by the Board of Directors of the Bank for Cause. A determination of whether the Executive’s employment is terminated for Cause shall be made at a meeting of the Board of Directors called and held for such purpose, at which the Board of Directors makes a finding that in their good faith opinion an event set forth in Section 1(c) of this Agreement has occurred and specifying the particulars thereof in detail. (f) Notwithstanding any provision of this Agreement to the contrary, if the Executive is considered a Specified Employee at Separation from Service under such procedures as established by the Bank in accordance with Section 409A of the Code, benefit distributions that are made upon Separation from Service may not commence earlier than six (6) months after the date of such Separation from Service. Therefore, in the event this Section 2(f) is applicable to the Executive, any distribution which would otherwise be paid to the Executive within the first six months following the Separation from Service shall be accumulated and paid (with interest calculated at the Prime Rate reported in the Wall Street Journal as of the date the benefit first became payable) to the Executive in a lump sum on the first day of the seventh month following the Separation from Service. All subsequent distributions shall be paid in the manner specified under this Section 2 of the Plan with respect to the applicable benefit. A Specified Employee means a key employee (as defined in Section 416(i) of the Code without regard to paragraph 5 thereof) of the Bank if any stock of the Bank is publicly traded on an established securities market or otherwise or if the Bank is the subsidiary of a publicly-traded holding companyits actual payment.