Common use of Reclassification, Consolidation or Merger Clause in Contracts

Reclassification, Consolidation or Merger. If and to the extent that the number of issued shares of common stock of the Bank shall be increased or reduced by chanqe in par value, split up, reclassification, distribution of a dividend payable in stock, or the like, the number of shares subject to option and the option price per share shall be proportionately adjusted. If the Bank is reorganized Or consolidated or merged with another Bank, the Participant shall be entitled to receive options Covering shares of such reorganized, consolidated, or merged company in the same proportion, at an eqivalent price, and subject to the same conditions. For purposes of the preceding sentence, the excess of the aggregate fair market value of the shares subject to the option immediately after the reorganization, consolidation, or merger over the aggregate option price of such shares shall not be more than the excess of the aggregate fair market value of all shares subject to the option immediately before such reorganization, consolidation, or merger over the aggregate option price of such shares, and the new option or assumption of the old option shall not give the Participant additional benefits which he did not have under the old option, or deprive him of benefits which he had under the old option.

Reclassification, Consolidation or Merger. If and to the extent that the number of issued shares of common stock Stock of the Bank Company shall be increased or reduced by chanqe change in par value, split up, reclassification, distribution of a dividend payable in stock, or the like, the number of shares Option Shares subject to this option and the option price per share shall be proportionately adjusted. If the Bank Company is reorganized Or or consolidated or merged with another Bankcorporation, the Participant Optionee shall be entitled to receive options Covering covering shares of such reorganized, consolidated, or merged company in the same proportionportion, at an eqivalent equivalent price, and subject to the same conditions. For purposes of the preceding sentence, the excess of the aggregate fair market value of the shares of stock subject to the this option immediately after the reorganization, consolidation, or merger over the aggregate option price of such shares shall not be more than equal to the excess of the aggregate fair market value of all shares Option Shares subject to the this option immediately before such reorganization, consolidation, or merger over the aggregate option price of such sharesOption Shares, and the new option or assumption of the old option shall not give the Participant Optionee additional benefits which he Optionee did not have under the old option, or deprive him Optionee of benefits which he Optionee had under the old option.

Reclassification, Consolidation or Merger. If and to the extent that the number of issued shares of common stock Common Stock of the Bank Corporation shall be increased or reduced by chanqe change in par value, split up, reclassification, distribution of a dividend payable in stock, or the like, the number of shares subject to option and the option price per share shall be proportionately adjusted. If the Bank Corporation is reorganized Or or consolidated or merged with another Bankcompany, the Participant Optionee shall be entitled to receive options Covering covering shares of such reorganized, consolidated, or merged company in the same proportion, at an eqivalent equivalent price, and subject to the same conditions. For purposes of the preceding sentence, the excess of the aggregate fair market value of the shares subject to the option immediately after the reorganization, consolidation, consolidation or merger over the aggregate option price of such shares shall not be more than the excess of the aggregate fair market value of all shares subject to the option immediately before such reorganization, consolidation, or merger over the aggregate option price of such shares, and the new option price of such shares, and the new option or assumption of the old option shall not give the Participant Optionee additional benefits which he the Optionee did not have under the old option, or deprive him the Optionee of benefits which he the Optionee had under the old optionoption (except with respect to fractional shares).

Reclassification, Consolidation or Merger. If and to the extent that the number of issued shares of common stock Common Stock of the Bank Corporation shall be increased or reduced by chanqe change in par value, split up, reclassification, distribution of a dividend payable in stock, or the like, the number of shares subject to option and the option price per share shall be proportionately adjusted. If the Bank Corporation is reorganized Or or consolidated or merged with another Bankcorporation, the Participant Optionee shall be entitled to receive options Covering covering shares of such reorganized, consolidated, or merged company in the same proportion, at an eqivalent equivalent price, and subject to the same conditions. For purposes of the preceding sentence, the excess of the aggregate fair market value of the shares subject to the option immediately after the reorganization, consolidation, consolidation or merger over the aggregate option price of such shares shall not be more than the excess of the aggregate fair market value of all shares subject to the option immediately before such reorganization, consolidation, or merger over the aggregate option price of such shares, and the issuance of a new option or assumption of the old option shall not give the Participant Optionee additional benefits which he the Optionee did not have under the old option, or deprive him the Optionee of benefits which he the Optionee had under the old optionoption (except with respect to fractional shares).

Reclassification, Consolidation or Merger. If and to the extent that the number of issued shares of common stock of the Bank Company shall be increased or reduced by chanqe change in par value, split up, reclassification, distribution of a dividend payable in stock, or the like, the number of shares subject to option and the option price per share shall be proportionately adjusted. If the Bank Company is reorganized Or or consolidated or merged with another Bankcorporation, the Participant Employee shall be entitled to receive options Covering covering shares of such reorganized, consolidated, or merged company in the same proportion, at an eqivalent equivalent price, and subject to the same conditions. For purposes of the <PAGE> preceding sentence, the excess of the aggregate fair market value of the shares subject to the option immediately after the reorganization, consolidation, or merger over the aggregate option price of such shares shall not be more than the excess of the aggregate fair market value of all shares subject to the option immediately before such reorganization, consolidation, or merger over the aggregate option price of such shares, and the new option or assumption of the old option shall not give the Participant Employee additional benefits which he did not have under the old option, or deprive him of benefits which he had under the old option.

Reclassification, Consolidation or Merger. If and to the extent that the number of issued shares of common stock of the Bank Company shall be increased or reduced by chanqe a change in par value, split split-up, reclassification, distribution of a dividend payable in stockshares, or the like, the number of shares Shares subject to option and the 5 option price per share for them shall be proportionately adjusted. If the Bank Company is reorganized Or or consolidated or merged with another Bankcorporation, the Participant Optionee shall be entitled to receive options Covering shares covering Shares of such reorganized, consolidated, or merged company in the same proportion, at an eqivalent equivalent price, and subject to the same conditions. For purposes of the preceding sentence, the excess of the aggregate fair market value of the shares Shares subject to the option immediately after the reorganization, consolidation, or merger over the aggregate option price of such shares Shares shall not be more than the excess of the aggregate fair market value of all shares Shares subject to the option immediately before such reorganization, consolidation, or merger over the aggregate option price of such shares, and the Shares. The new option or assumption of the old option shall not give the Participant Optionee additional benefits which he did not have under the old option, or deprive him of benefits which he had under the old option.

Reclassification, Consolidation or Merger. If and to the extent that the number of issued shares of common stock Common Stock of the Bank Corporation shall be increased or reduced by chanqe change in par value, split up, reclassification, distribution of a dividend payable in stock, or the like, the number of shares subject to option and the option price per share shall be proportionately adjusted. If the Bank Corporation is reorganized Or or consolidated or merged with another Bankcorporation, the Participant Director shall be entitled to receive options Covering covering shares of such reorganized, consolidated, or merged company in the same proportion, at an eqivalent equivalent price, and subject to the same conditions. For purposes of the preceding sentence, the excess of the aggregate fair market value of the shares subject to the option immediately after the reorganization, consolidation, consolidation or merger over the aggregate option price of such shares shall not be more than the excess of the aggregate fair market value of all shares subject to the option immediately before such reorganization, consolidation, or merger over the aggregate option price of such shares, and the new option or assumption of the old option shall not give the Participant Director additional benefits which he the Director did not have under the old option, or deprive him the Director of benefits which he the Debtor had under the old optionoption (except with respect to fractional shares).

Reclassification, Consolidation or Merger. If and to the extent that the number of issued common shares of common stock of the Bank Company shall be increased or reduced by chanqe a change in par value, split split-up, reclassification, distribution of a dividend payable in stockshares, or the like, the number of shares subject to option and the option price per share for them shall be proportionately adjusted. If the Bank Company is reorganized Or or consolidated or merged with another Bankcorporation, the Participant _____________________ shall be entitled to receive options Covering covering shares of such reorganized, consolidated, or merged company in the same proportion, at an eqivalent equivalent price, and subject to the same conditions. For purposes of the preceding sentence, the excess of the aggregate fair market value of the shares subject to the option immediately after the reorganization, consolidation, or merger over the aggregate option price of such shares shall not be more than the excess of the aggregate fair market value of all shares subject to the option immediately before such reorganization, consolidation, or merger over the aggregate option price of such shares, and the . The new option or assumption of the old option shall not give the Participant _____________________________ additional benefits which he did not have under the old option, or deprive him of benefits which he had under the old option.

Reclassification, Consolidation or Merger. If and to the extent that the number of issued shares of common stock of the Bank Company shall be increased or reduced by chanqe change in par value, split up, reclassification, distribution of a dividend payable in stock, or the like, the number of shares subject to option and the option price per share shall be proportionately adjusted. If the Bank Company is reorganized Or or consolidated or merged with another Bankcorporation, the Participant Employee shall be entitled to receive options Covering covering shares of such reorganized, <PAGE> consolidated, or merged company in the same proportion, at an eqivalent equivalent price, and subject to the same conditions. For purposes of the preceding sentence, the excess of the aggregate fair market value of the shares subject to the option immediately after the reorganization, consolidation, or merger over the aggregate option price of such shares shall not be more than the excess of the aggregate fair market value of all shares subject to the option immediately before such reorganization, consolidation, or merger over the aggregate option price of such shares, and the new option or assumption of the old option shall not give the Participant Employee additional benefits which he did not have under the old option, or deprive him of benefits which he had under the old option.

Reclassification, Consolidation or Merger. If and to the extent that the number of issued shares of common stock Stock of the Bank Company shall be increased or reduced by chanqe change in par value, split up, reclassification, distribution of a dividend payable in stock, or the like, the number of shares Shares subject to this option and the option price per share shall be proportionately adjusted. If the Bank Company is reorganized Or or consolidated or merged with another Bankcorporation, the Participant Optionee shall be entitled to receive options Covering covering shares of such reorganized, consolidated, or merged company in the same proportionportion, at an eqivalent equivalent price, and subject to the same conditionsconditions as set forth herein. For purposes of the preceding sentence, the excess of the aggregate fair market value of the shares Shares subject to the this option immediately after the reorganization, consolidation, or merger over the aggregate option price of such shares Shares shall not be more than the excess of the same as aggregate fair market value of all shares Shares subject to the option immediately before such reorganization, consolidation, or merger over the aggregate option price of such sharesShares, and the new option or assumption of the old option shall not give the Participant Optionee additional benefits which he Optionee did not have under the old option, or deprive him Optionee of benefits which he Optionee had under the old option.

Reclassification, Consolidation or Merger. If and to the extent that the number of issued shares of common stock Common Stock of the Bank Corporation shall be increased or reduced by chanqe a change in par value, split - up, reclassification, reverse split, distribution of a dividend payable in stockshares, or the like, the number of shares subject to option Option Shares and the option price per share Purchase Price for them shall be proportionately adjusted. If the Bank Corporation is reorganized Or or consolidated or merged with another Bankcorporation, the Participant Employee shall be entitled to receive options Covering covering shares of such reorganized, consolidated, or merged company Corporation in the same proportion, at an eqivalent equivalent price, and subject to the same conditionsconditions as the Option Shares. For purposes of the preceding sentence, the excess of the aggregate fair market value of the shares subject to the option immediately after the reorganization, consolidation, or merger over the aggregate option price of such shares shall not be more than the excess of the aggregate fair market value of all shares subject to the option Option Shares immediately before such reorganization, consolidation, or merger over the aggregate option price Purchase Price of such shares, and the new option or assumption of the old option shall not give the Participant additional benefits which he did not have under the old option, or deprive him of benefits which he had under the old optionOption Shares.

Reclassification, Consolidation or Merger. If and to the extent that the number of issued shares of common stock Common Stock of the Bank Company shall be increased or reduced by chanqe a change in par value, split split-up, reclassification, distribution of a dividend payable in stockshares, or the like, the number of shares Shares subject to option and the option Option price per share for them shall be proportionately adjusted. If the Bank Company is reorganized Or or consolidated or merged with another Bankcorporation, the Participant Optionee shall be entitled to receive options Covering shares covering Shares of such reorganized, consolidated, or merged company in the same proportion, at an eqivalent equivalent price, and subject to the same conditions. For purposes of the preceding sentence, the excess of the aggregate fair market value of the shares Shares subject to the option Option immediately after the reorganization, consolidation, or merger over the aggregate option price of such shares Shares shall not be more than the excess of the aggregate fair market value of all shares Shares subject to the option immediately before such reorganization, consolidation, or merger over the aggregate option price of such shares, and the Shares. The new option or assumption of the old option Option shall not give the Participant Optionee additional benefits which he did not have under the old option, or deprive him of benefits which he had under the old optionOption.

Reclassification, Consolidation or Merger. If and to the extent that the number of issued shares of common stock of the Bank Company shall be increased or reduced by chanqe change in par value, split up, reclassification, distribution of a dividend payable in stock, or the like, the number of shares subject to option and the option price per share shall be proportionately adjusted. If the Bank Company is reorganized Or or <PAGE> consolidated or merged with another Bankcorporation, the Participant Employee shall be entitled to receive options Covering covering shares of such reorganized, consolidated, or merged company in the same proportion, at an eqivalent equivalent price, and subject to the same conditions. For purposes of the preceding sentence, the excess of the aggregate fair market value of the shares subject to the option immediately after the reorganization, consolidation, or merger over the aggregate option price of such shares shall not be more than the excess of the aggregate fair market value of all shares subject to the option immediately before such reorganization, consolidation, or merger over the aggregate option price of such shares, and the new option or assumption of the old option shall not give the Participant Employee additional benefits which he did not have under the old option, or deprive him of benefits which he had under the old option.

Reclassification, Consolidation or Merger. If and to the extent that the number of issued shares of common stock Common Stock of the Bank Corporation shall be increased or reduced by chanqe change in par value, split up, reclassification, distribution of a dividend payable in stock, or the like, the number of shares subject to option and the option price per share shall be proportionately adjusted. If the Bank Corporation is reorganized Or or consolidated or merged with another Bankcorporation, the Participant Consultant shall be entitled to receive options Covering covering shares of such reorganized, consolidated, or merged company in the same proportion, at an eqivalent equivalent price, and subject to the same conditions. For purposes of the preceding sentence, the excess of the aggregate fair market value of the shares subject to the option immediately after the reorganization, consolidation, consolidation or merger over the aggregate option price of such shares shall not be more than the excess of the aggregate fair market value of all shares subject to the option immediately before such reorganization, consolidation, or merger over the aggregate option price of such shares, and the new option or assumption of the old option shall not give the Participant Consultant additional benefits which he the Consultant did not have under the old option, or deprive him the Consultant of benefits which he the Consultant had under the old optionoption (except with respect to fractional shares).

Reclassification, Consolidation or Merger. If and to the extent that the number of issued shares of common stock of the Bank Corporation shall be increased or reduced by chanqe change in par value, split up, reclassification, distribution of a dividend payable in stock, or the like, the number of shares subject to the option and the option price per share shall be proportionately adjusted. If the Bank Corporation is reorganized Or or consolidated or merged with another Bankcorporation, the Participant Option Holder shall be entitled to receive options Covering covering shares of such reorganized, consolidated, consolidated or merged company in the same proportion, at an eqivalent equivalent price, and subject to the same conditionsconditions as the options granted pursuant to this Agreement. For purposes of the preceding sentence, the excess of the aggregate fair market value Fair Market Value of the shares subject to the option immediately after the reorganization, consolidation, or merger over the aggregate option price of such shares immediately after the reorganization, consolidation or merger shall not be more than the excess option price of the aggregate fair market value of all such shares subject to the option immediately before such reorganization, consolidation, consolidation or merger over the aggregate option price of such sharesmerger, and the new option or assumption of the old option shall not give the Participant Option Holder additional benefits which he did were not have provided under the old option, or deprive him the Option Holder of benefits which he had were available under the old option.

Reclassification, Consolidation or Merger. If and to the extent that the number of issued shares of common stock of the Bank Company shall be increased or reduced by chanqe change in par value, split up, reclassification, distribution of a dividend payable in stock, or the like, the number of shares subject to option and the option price per share shall be proportionately adjusted. If the Bank Company is reorganized Or or consolidated or merged with another Bankcorporation, the Participant Director shall be entitled to receive options Covering covering shares of such reorganized, consolidated, or merged company (or its parent company) in the same proportion, at an eqivalent equivalent price, and subject to the same conditions. For purposes of the preceding sentence, the excess of the aggregate fair market value of the shares subject to the option immediately after the reorganization, consolidation, or merger over the aggregate option price of such shares shall not be more than the excess of the aggregate fair market value of all shares subject to the option immediately before such reorganization, consolidation, or merger over the aggregate option price of such shares, and the new option or assumption of the old option shall not give the Participant Director additional benefits which he did not have under the old option, or deprive him of benefits which he had under the old option.. <PAGE>

Reclassification, Consolidation or Merger. If and to the extent that the number of issued common shares of common stock of the Bank Company shall be increased or reduced by chanqe a change in par value, split split-up, reclassification, distribution of a dividend payable in stockshares, or the like, the number of shares subject to option and the option price per share for them shall be proportionately adjusted. If the Bank Company is reorganized Or or consolidated or merged with another Bankcorporation, the Participant Optionee shall be entitled to receive options Covering covering shares of such reorganized, consolidated, reorganized consolidated or merged company in the same proportion, proportion at an eqivalent equivalent price, and subject to the same conditions. For purposes of the preceding sentence, the excess of the aggregate fair market value of the shares subject to the option immediately after the reorganization, consolidation, consolidation or merger over the aggregate option price of such shares shall not be more than the excess of the aggregate fair market value of all shares subject to the option immediately before such reorganization, consolidation, consolidation or merger over the aggregate option price of such shares, and the . The new option or assumption of the old option shall not give the Participant Optionee additional benefits which he did not have under the old option, or deprive him of benefits which he had under the old option.