Common use of Resolution of Company Benefit Plans Clause in Contracts

Resolution of Company Benefit Plans. The Company and Purchaser shall cooperate in effecting the following treatment of the Company Benefit Plans, except as mutually agreed upon by Purchaser and the Company prior to the Effective Time: (a) At the Effective Time, Purchaser (or a Purchaser Subsidiary) shall be substituted for the Company as the sponsoring employer under those Company Benefit Plans with respect to which the Company or the Bank is a sponsoring employer immediately prior to the Effective Time, and shall assume and be vested with all of the powers, rights, duties, obligations and liabilities previously vested in the Company or the Bank with respect to each such plan. Except as otherwise provided herein, each such plan and any Company Benefit Plan sponsored by the Company or the Bank shall be continued in effect by Purchaser or any applicable Purchaser Subsidiary after the Effective Time without a termination or discontinuance thereof as a result of the Merger, subject to the power reserved to Purchaser or any applicable Purchaser Subsidiary under each such plan to subsequently amend or terminate the plan, which amendments or terminations shall comply with applicable law. The Company, the Bank and Purchaser will use all reasonable efforts (i) to effect said substitutions and assumptions, and take - 45 - such other actions contemplated under this Agreement, and (ii) to amend such plans as to the extent necessary to provide for said substitutions and assumptions, and such other actions contemplated under this Agreement. (b) Except as contemplated in any Letter of Understanding discussed below, at or as promptly as practicable after the Effective Time, as Purchaser shall reasonably determine, Purchaser shall provide, or cause any Purchaser Subsidiary to provide, to each employee of the Company and the Bank as of the Effective Time ("Company Employees") the opportunity to participate in each employee benefit plan and program maintained by Purchaser or the Purchaser Subsidiaries for similarly situated employees (the "Purchaser Benefit Plans"); provided, however, that with respect to such Purchaser Benefit Plans, Company Employees shall be given credit for service with the Company or the Bank in determining eligibility for and vesting in benefits thereunder, but not for purposes of benefit accrual; provided, further that Company Employees shall not be subject to any waiting periods or pre-existing condition exclusions under the Purchaser Benefit Plans to the extent that such periods are longer or restrictions impose a greater limitation than the periods or limitations imposed under the Company Benefit Plans; provided, further, that to the extent that the initial period of coverage for Company Employees under any Purchaser Benefit Plan that is an "employee welfare benefit plan" as defined in Section 3(1) of ERISA is not a full 12-month period of coverage, Company Employees shall be given credit under the applicable Purchaser Benefit Plans for any deductibles and co-insurance payments made by such Company Employees under the Company Benefit Plans during the balance of such 12-month period of coverage. Nothing in the preceding sentence shall obligate Purchaser to provide or cause to be provided any benefits duplicative of those provided under any Company Benefit Plan continued pursuant to subparagraph (a) above, including, but not limited to, extending participation in any Purchaser Benefit Plan which is an "employee pension benefit plan" under ERISA with respect to any year during which allocations are made to Company Employees under the Company ESOP or the Company 401(k) Plan. Except as otherwise provided in this Agreement, the power of Purchaser or any Purchaser Subsidiary to amend or terminate any benefit plan or program, including any Company Benefit Plan, shall not be altered or affected. Moreover, this Agreement shall not confer upon any Company Employee any rights or remedies hereunder and shall not constitute a contract of employment or create the rights, to be retained or otherwise, in employment with Purchaser or any Purchaser Subsidiary. (c) Concurrently with or immediately after the execution of this Agreement, the Company shall use its best efforts to obtain from each officer of the Company who is a party to an employment agreement, change in control agreement, supplemental executive retirement agreement or plan with the Company or the Bank a Letter of Understanding with the Company and the Bank substantially in the form heretofore provided (the "Letters of Understanding"), addressing certain matters pertaining to such executive's employment agreement, change in control agreement, supplemental executive retirement agreement or plan and benefits payable thereunder, and where applicable, such executive's employment after the Effective Time. (d) Notwithstanding anything in this Agreement to the contrary, all retention, severance, covenant not to compete, termination payments, acceleration of benefit vesting, and other compensation paid by the Company or the Bank, or as provided for in this Agreement, any Letter of Understanding, any Company Benefit Plan or otherwise, including, but not limited to, any Change in Control Benefit, shall not violate any prohibitions which are imposed by any Governmental Authorities, or which any Governmental Authorities otherwise deem to constitute unsafe and unsound banking practices or unreasonable compensation giving effect to any obligations of Purchaser or the Purchaser Subsidiary as provided herein or in any Letter of Understanding. (e) At the Effective Time, the ESOP shall have been amended to provide that no further contributions shall be made thereto, all accounts thereunder shall be fully vested and nonforfeitable and the Purchaser Common Stock issued upon the conversion of the Company Common Stock in the Merger shall become the qualifying employee security for purposes of the ESOP. On or as soon as is reasonably practicable after the Effective Time, the loan balance in the ESOP shall be paid in full by the ESOP (from the cash portion of the Merger Consideration relating to the unallocated ESOP shares, to the extent thereof, and thereafter from the stock portion of the Merger Consideration relating to the unallocated ESOP shares) and any remaining unallocated amounts shall be allocated as of the Effective Time to participants pro rata as earnings of the ESOP, based on the balances of participants' accounts immediately prior to such allocation. Purchaser shall cause the ESOP to be merged into Purchaser's employee stock ownership plan in compliance with Section 414(l) of the Code. (f) Prior to the Effective Time, the Company shall terminate its Employee Severance Compensation Plan as set forth in the letter agreement of even date herewith between Purchaser and the Company. (g) Purchaser and the Company agree to take certain other actions with respect to the Company Benefit Plans as set forth in the letter agreement of even date herewith between Purchaser and the Company. (h) At the Effective Time, each outstanding and unexercised Company Stock Option with respect to which the holder thereof has timely delivered a Conversion Agreement pursuant to Section 1.3(a)(i) hereof shall be assumed by Purchaser as provided in the Conversion Agreement. (i) Purchaser shall take all corporate action necessary to reserve for issuance at all times after the Effective Time a sufficient number of shares of Purchaser Common Stock for delivery upon exercise of Company Stock Options assumed by Purchaser in accordance with Section 1.3(a)(i). Immediately following the Effective Time, Purchaser shall file a registration statement on Form S-8 (or any successor or other appropriate form) with respect to the shares of Purchaser Common Stock subject to such options and shall use its best efforts to maintain the effectiveness of the registration statement (and maintain the current status of the prospectus contained therein) for so long as such options remain outstanding.

Resolution of Company Benefit Plans. The Company and Purchaser shall cooperate in effecting the following treatment of the Company Benefit Plans, except as mutually agreed upon by Purchaser and the Company prior to the Effective Time: (a) At the Effective Time, Purchaser (or a Purchaser Subsidiary) shall be substituted for the Company as the sponsoring employer under those Company Benefit Plans with respect to which the Company or the Bank is a sponsoring employer immediately prior to the Effective Time, and shall assume and be vested with all of the powers, rights, duties, obligations and liabilities previously vested in the Company or the Bank with respect to each such plan. Except as otherwise provided herein, each such plan and any Company Benefit Plan sponsored by the Company or the Bank shall be continued in effect by Purchaser or any applicable Purchaser Subsidiary after the Effective Time without a termination or discontinuance thereof as a result of the Merger, subject to the power reserved to Purchaser or any applicable Purchaser Subsidiary under each such plan to subsequently amend or terminate the plan, which amendments or terminations shall comply with applicable law. The Company, the Bank and Purchaser will use all reasonable efforts (i) to effect said substitutions and assumptions, and take - 45 - such other actions contemplated under this Agreement, and (ii) to amend such plans as to the extent necessary to provide for said substitutions and assumptions, and such other actions contemplated under this Agreement. (b) Except as contemplated in any Letter of Understanding discussed or the letter agreement referred to in Section 5.14(g) below, at or as promptly as practicable after the Effective Time, as Purchaser shall reasonably determine, Purchaser shall provide, or cause any Purchaser Subsidiary to provide, to each employee of the Company and the Bank as of the Effective Time ("Company Employees") the opportunity to participate in each employee benefit plan and program maintained by Purchaser or the Purchaser Subsidiaries for similarly situated employees (the "Purchaser Benefit Plans"); provided, however, that with respect to such Purchaser Benefit Plans, Company Employees shall be given credit for service with the Company or the Bank in determining eligibility for and vesting in benefits thereunder, but not for purposes of benefit accrual; provided, further that Company Employees shall not be subject to any waiting periods or pre-existing condition exclusions under the Purchaser Benefit Plans to the extent that such periods are longer or restrictions impose a greater limitation than the periods or limitations imposed under the Company Benefit Plans; provided, further, that to the extent that the initial period of coverage for Company Employees under any Purchaser Benefit Plan that is an "employee welfare benefit plan" as defined in Section 3(1) of ERISA is not a full 12-month period of coverage, Company Employees shall be given credit under the applicable Purchaser Benefit Plans for any deductibles and co-insurance payments made by such Company Employees under the Company Benefit Plans during the balance of such 12-month period of coverage; provided, further that Company Employees shall receive a contribution to the ESOP and in the Savings and Retirement Plan (collectively, the "Qualified Retirement Plans") for the portion of the plan years during which such Qualified Retirement Plans are maintained by the Company or Purchaser (whether or not such employees satisfy any service or employment requirements of the Qualified Retirement Plan after the Effective Time); and the participants shall be fully vested in such Qualified Retirement Plans as of the Effective Time for such portion of the plan year. Nothing in the preceding sentence shall obligate Purchaser to provide or cause to be provided any benefits duplicative of those provided under any Company Benefit Plan continued pursuant to subparagraph (a) above, including, but not limited to, extending participation in any Purchaser Benefit Plan which is an "employee pension benefit plan" under ERISA with respect to any year during which allocations are made to Company Employees under the Company ESOP or the Company 401(k) Savings and Retirement Plan. Except as otherwise provided in this Agreement, the power of Purchaser or any Purchaser Subsidiary to amend or terminate any benefit plan or program, including any Company Benefit Plan, shall not be altered or affected. Moreover, this Agreement shall not confer upon any Company Employee any rights or remedies hereunder and shall not constitute a contract of employment or create the rights, to be retained or otherwise, in employment with Purchaser or any Purchaser Subsidiary. (c) Concurrently with or immediately after the execution of this Agreement, the Company shall use its best efforts to obtain from each officer of the Company who is a party to an employment agreement, change in control agreement, supplemental executive retirement agreement or plan special termination agreement with the Company or the Bank a Letter statement of Understanding benefits with Purchaser and the Company and the Bank substantially in the form heretofore provided of Exhibit E attached hereto (the each such statement of benefits referred to herein, as a "Letters Letter of Understanding"), addressing certain matters pertaining to such executive's employment agreement, change in control agreement, supplemental executive retirement agreement or plan special termination agreement and benefits payable thereunder, and where applicable, such executive's employment after the Effective TimeDate. (d) Notwithstanding anything in this Agreement to the contrary, all retention, severance, covenant not to compete, termination payments, acceleration of benefit vesting, and other compensation paid by the Company or the Bank, or as provided for in this Agreement, any Letter of Understanding, any Company Benefit Plan or otherwise, including, but not limited to, any Change in Control Benefit, shall not violate any prohibitions which are imposed by any Governmental Authorities, or which any Governmental Authorities otherwise deem to constitute unsafe and unsound banking practices or unreasonable compensation giving effect to any obligations of Purchaser or the Purchaser Subsidiary as provided herein or in any Letter of Understanding. (e) At the Effective Time, the ESOP shall have been be amended to provide that no further contributions shall be made thereto, all accounts thereunder shall be fully vested and nonforfeitable and that the Purchaser Common Stock issued upon the conversion of the Company Common Stock in the Merger shall become the qualifying employee security for purposes of the ESOP. On or as soon as is reasonably practicable . (f) For a period of at least one year after the Effective Time, the loan balance in the ESOP Company Employees shall be paid eligible for severance benefits in full accordance with the severance benefits program to be established by the ESOP (from the cash portion of the Merger Consideration relating to the unallocated ESOP shares, to the extent thereof, and thereafter from the stock portion of the Merger Consideration relating to the unallocated ESOP shares) and any remaining unallocated amounts shall be allocated Mid America effective as of the Effective Time to participants pro rata as earnings of the ESOP, based on the balances of participants' accounts immediately prior to such allocation. Purchaser shall cause the ESOP to be merged into Purchaser's employee stock ownership plan in compliance with Section 414(l) of the Code. (f) Prior to the Effective Time, the Company shall terminate its Employee Severance Compensation Plan as set forth in the letter agreement of even date herewith between Purchaser and the Company. (g) Purchaser and the Company agree to take certain other actions with respect to the Company Benefit Plans and this Section 5.14 as set forth in the letter agreement of even date herewith between Purchaser and the Company. (h) At the Effective Time, each outstanding and unexercised Company Stock Option with respect to which the holder thereof has timely delivered a Conversion Agreement pursuant to Section 1.3(a)(i) hereof shall be assumed by Purchaser as provided in the Conversion Agreement. (i) Purchaser shall take all corporate action necessary to reserve for issuance at all times after the Effective Time a sufficient number of shares of Purchaser Common Stock for delivery upon exercise of Company Stock Options assumed by Purchaser in accordance with Section 1.3(a)(i). Immediately following the Effective Time, Purchaser shall file a registration statement on Form S-8 (or any successor or other appropriate form) with respect to the shares of Purchaser Common Stock subject to such options and shall use its best efforts to maintain the effectiveness of the registration statement (and maintain the current status of the prospectus contained therein) for so long as such options remain outstanding.

Resolution of Company Benefit Plans. The Company and Purchaser shall cooperate in effecting the following treatment of the Company Benefit Plans, except as mutually agreed upon by Purchaser and the Company prior to the Effective Time: (a) At the Effective Time, Purchaser (or a Purchaser Subsidiary) shall be substituted for the Company or the Bank as the sponsoring employer under those Company Benefit Plans with respect to which the Company or the Bank is a sponsoring employer immediately prior to the Effective Time, and shall assume and be vested with all of the powers, rights, duties, obligations and liabilities previously vested in the Company or the Bank with respect to each such plan. Except as otherwise provided herein, each such plan and any Company Benefit Plan sponsored by the Company or the Bank shall be continued in effect by Purchaser or any applicable Purchaser Subsidiary after the Effective Time without a termination or discontinuance thereof as a result of the Merger, subject to the power reserved to Purchaser or any applicable Purchaser Subsidiary under each such plan to subsequently amend or terminate the plan, which amendments or terminations shall comply with applicable law. The Company, the Bank and Purchaser will use all reasonable efforts (i) to effect said substitutions and assumptions, and take - 45 - such other actions contemplated under this Agreement, and (ii) to amend such plans as to the extent necessary to provide for said substitutions and assumptions, and such other actions contemplated under this Agreement. (b) Except as contemplated in any the Letter of Understanding or Benefits Letter discussed below, at or as promptly as practicable after the Effective Time, as Purchaser shall reasonably determine, Purchaser shall provide, or cause any Purchaser Subsidiary to provide, to each employee of the Company and the Bank as of the Effective Time ("Company Employees") the opportunity to participate in each employee benefit plan and program maintained by Purchaser or the Purchaser Subsidiaries for similarly situated employees (the "Purchaser Benefit Plans"); provided, however, that with respect to such Purchaser Benefit Plans, Company Employees shall be given credit for service with the Company or the Bank in determining eligibility for and vesting in benefits thereunder, but not for purposes of benefit accrualaccrual except that such prior service shall be recognized for benefit accrual purposes under any vacation pay plan or program and under any severance compensation plan or program; provided, further further, that Company Employees shall not be subject to any waiting periods or pre-existing condition exclusions under the Purchaser Benefit Plans to if they have satisfied such waiting periods or pre-existing condition exclusions under the extent that Company Benefit Plan even if such periods are longer or restrictions impose a greater limitation than the periods or limitations imposed under the Company Benefit Plans; provided, further, that to the extent that the initial period of coverage for Company Employees under any Purchaser Benefit Plan that is an "employee welfare benefit plan" as defined in Section 3(1) of ERISA is not a full 12-month period of coverage, Company Employees shall be given credit under the applicable Purchaser Benefit Plans for any deductibles and co-insurance payments made by such Company Employees under the Company Benefit Plans during the balance of such 12-month period of coverage. Nothing in the preceding sentence shall obligate Purchaser to provide or cause to be provided any benefits duplicative of those provided under any Company Benefit Plan continued pursuant to subparagraph (a) above, including, but not limited to, extending participation in any Purchaser Benefit Plan which is an "employee pension benefit plan" under ERISA with respect to any year during which allocations are made to Company Employees under the Company ESOP or the Company 401(k) Planprofit sharing plan. Except as otherwise provided in this Agreement, the power of Purchaser or any Purchaser Subsidiary to amend or terminate any benefit plan or program, including any Company Benefit Plan, shall not be altered or affected. Moreover, neither this Agreement nor the Letter of Understanding discussed below shall not confer upon any Company Employee any rights or remedies hereunder and shall not constitute a contract of employment or create the rights, to be retained or otherwise, in employment with Purchaser or any Purchaser Subsidiary. (c) Concurrently with or immediately after the execution of this Agreement, the Company shall use its best efforts to obtain from each officer the President of the Company who is a party to an employment agreement, change in control agreement, supplemental executive retirement agreement or plan with the Company or the Bank a Letter of Understanding with the Company and the Bank Purchaser substantially in the form heretofore provided of Exhibit E attached hereto (the "Letters Letter of Understanding"), addressing certain matters pertaining to such executive's employment agreement, change in control agreement, supplemental executive retirement agreement or plan and benefits payable thereunder, and where applicable, such executive's employment after the Effective Timeparticipation in other Company Benefit Plans. (d) Notwithstanding anything in this Agreement to the contrary, all retention, severance, covenant not to compete, termination payments, acceleration of benefit vesting, and other compensation paid by the Company or the Bank, or as provided for in this Agreement, any the Letter of Understanding, Exhibit F, any Company Benefit Plan or otherwise, including, but not limited to, any Change in Control Benefit, shall not violate any prohibitions which are imposed by any Governmental Authorities, or which any Governmental Authorities otherwise deem to constitute unsafe and unsound banking practices or unreasonable compensation giving effect to any obligations of Purchaser or the Purchaser Subsidiary as provided herein or in any the Letter of Understanding. (e) At the Effective Time, the ESOP shall have been amended to provide that no further contributions shall be made thereto, all accounts thereunder shall be fully vested and nonforfeitable and the Purchaser Common Stock issued upon the conversion of the Company Common Stock in the Merger shall become the qualifying employee security for purposes of the ESOP. On or as soon as is reasonably practicable after the Effective Time, the loan balance in the ESOP shall be paid in full by the ESOP (from the cash portion of the Merger Consideration relating to the unallocated ESOP shares, to the extent thereof, and thereafter from the stock portion of the Merger Consideration relating to the unallocated ESOP shares) and any remaining unallocated amounts shall be allocated as of the Effective Time to participants pro rata as earnings of the ESOP, based on the balances of participants' accounts immediately prior to such allocation. Purchaser shall cause the ESOP to be merged into Purchaser's employee stock ownership plan in compliance with Section 414(l) of the Code. (f) Prior to the Effective Time, the Company shall terminate its Employee Severance Compensation Plan as set forth in the letter agreement of even date herewith between Purchaser and the Company. (g) Purchaser and the Company agree to take certain actions to effectuate the foregoing and other actions with respect to the Company Benefit Plans as set forth in the letter agreement of even date herewith between Purchaser and the Company. (h) At the Effective Time, each outstanding and unexercised Company Stock Option with respect to which the holder thereof has timely delivered a Conversion Agreement pursuant to Section 1.3(a)(i) hereof shall be assumed by Purchaser as provided in the Conversion Agreementform of Exhibit F attached hereto (the "Benefits Letter"). (i) Purchaser shall take all corporate action necessary to reserve for issuance at all times after the Effective Time a sufficient number of shares of Purchaser Common Stock for delivery upon exercise of Company Stock Options assumed by Purchaser in accordance with Section 1.3(a)(i). Immediately following the Effective Time, Purchaser shall file a registration statement on Form S-8 (or any successor or other appropriate form) with respect to the shares of Purchaser Common Stock subject to such options and shall use its best efforts to maintain the effectiveness of the registration statement (and maintain the current status of the prospectus contained therein) for so long as such options remain outstanding.

Resolution of Company Benefit Plans. The Company and Purchaser Buyer shall cooperate in effecting the following treatment of the Company Benefit Plans, except as mutually agreed upon by Purchaser Buyer and the Company prior to the Effective Time: (a) At the Effective Time, Purchaser (or a Purchaser Subsidiary) shall be substituted for the Company as the sponsoring employer under those Company Benefit Plans with respect to which the Company or the Bank is a sponsoring employer immediately prior to the Effective Time, and shall assume and be vested with all of the powers, rights, duties, obligations and liabilities previously vested in the Company or the Bank with respect to each such plan. Except as otherwise provided herein, each such plan and any Company Benefit Plan sponsored by the Company or the Bank shall any Company Subsidiary may or may not, in Buyer's sole discretion, be continued in effect by Purchaser or any applicable Purchaser Subsidiary after the Effective Time without a termination or discontinuance thereof as a result of the Merger, subject to the power reserved to Purchaser the Surviving Corporation or any applicable Purchaser Subsidiary of the Surviving Corporation under each such plan to subsequently amend or terminate the plan, which amendments or terminations shall comply with applicable law. The CompanyAll participants under the ESOP and the Company Profit Sharing and Savings Plan shall at the Effective Time, be fully vested in all benefits thereunder upon the Bank and Purchaser will use all reasonable efforts (i) to effect said substitutions and assumptions, and take - 45 - termination of each such other actions contemplated under this Agreement, and (ii) to amend such plans as to plan at the extent necessary to provide for said substitutions and assumptions, and such other actions contemplated under this AgreementEffective Time. (b) Except as contemplated in any Letter of Understanding discussed below, at At or as promptly as practicable after the Effective Time, Time as Purchaser Buyer shall reasonably determine, Purchaser Buyer shall provide, or cause any Purchaser Subsidiary of its Subsidiaries to provide, to each employee of the Company and the Bank any Company Subsidiaries as of the Effective Time ("Company Employees") the opportunity to participate in each employee benefit plan and program maintained by Purchaser Buyer or the Purchaser its Subsidiaries for similarly similarly-situated employees (the "Purchaser Buyer Benefit Plans"); provided, however, ) provided that with respect to such Purchaser Buyer Benefit Plans, 55 Company Employees shall be given credit for service with the Company or the Bank any Company Subsidiary in determining eligibility for and vesting in benefits thereunder, but not for purposes of benefit accrual; provided, provided further that Company Employees shall not be subject to any waiting periods or pre-existing condition exclusions under the Purchaser Buyer Benefit Plans to the extent that such periods are longer or restrictions impose a greater limitation than the periods or limitations imposed under the Company Benefit Plans; provided, further, and provided further that to the extent that the initial period of coverage for Company Employees under any Purchaser Buyer Benefit Plan that is an "employee welfare benefit plan" as defined in Section 3(1) of ERISA is not a full 12-month period of coverage, Company Employees shall be given credit under the applicable Purchaser Buyer Benefit Plans for any deductibles and co-insurance payments made by such Company Employees under the Company Benefit Plans during the balance of such 12-month period of coverage. Nothing in the preceding sentence shall obligate Purchaser Buyer to provide or cause to be provided any benefits duplicative of to those provided under any Company Benefit Plan continued pursuant to subparagraph (aSection 6.09(a) abovehereof, including, but not limited to, including extending participation in any Purchaser Buyer Benefit Plan which is an "employee pension benefit plan" under ERISA with respect to any portion of the year during which allocations benefits are made accrued to Company Employees under the Company ESOP or the Company 401(k) Profit Sharing and Savings Plan. Except as otherwise provided in this Agreement, the power of Purchaser Buyer, a Company Subsidiary or any Purchaser Subsidiary of Buyer to amend or terminate any benefit plan or program, including any Company Benefit Plan, Plan shall not be altered or affected. Moreover, this Agreement shall not confer upon any Company Employee any rights or remedies hereunder and shall not constitute a contract of employment or create the any rights, to be retained or otherwise, in employment with Purchaser at Buyer, a Company Subsidiary or any Purchaser SubsidiarySubsidiary of Buyer. (c) Concurrently with or immediately after the execution As of this Agreement, the Company shall use its best efforts to obtain from each officer of the Company who is a party to an employment agreement, change in control agreement, supplemental executive retirement agreement or plan with the Company or the Bank a Letter of Understanding with the Company and the Bank substantially in the form heretofore provided (the "Letters of Understanding"), addressing certain matters pertaining to such executive's employment agreement, change in control agreement, supplemental executive retirement agreement or plan and benefits payable thereunder, and where applicable, such executive's employment after the Effective Time. (d) Notwithstanding anything in this Agreement to the contrary, all retention, severance, covenant not to compete, termination payments, acceleration of benefit vesting, and other compensation paid by the Company or the Bank, or as provided for in this Agreement, any Letter of Understanding, any Company Benefit Plan or otherwise, including, but not limited to, any Change in Control Benefit, shall not violate any prohibitions which are imposed by any Governmental Authorities, or which any Governmental Authorities otherwise deem to constitute unsafe and unsound banking practices or unreasonable compensation giving effect to any obligations of Purchaser or the Purchaser Subsidiary as provided herein or in any Letter of Understanding. (e) At the Effective Time, the ESOP shall have been amended be terminated in accordance with its terms. Prior to provide that no further contributions the Effective Time, Company shall be made thereto, all accounts thereunder shall be fully vested and nonforfeitable and permitted to make such changes to the Purchaser Common Stock issued upon ESOP as it deems appropriate to carry out the conversion provisions of the Company Common Stock in ESOP and this Section 6.09(c) and shall file a request for determination with the Merger shall become IRS with respect to the qualifying employee security for purposes termination of the ESOP. On or as Company shall submit to Buyer for its review and comment such ESOP changes before they are made and the request for determination before it is filed with the IRS. Buyer acknowledges that approval of the Merger by the stockholders of Company shall constitute a "change in control" under the ESOP and that, pursuant to the terms thereof, the ESOP Trustee may sell a sufficient number of unallocated shares of Company Common Stock to repay the then outstanding ESOP Loan in full, and that the ESOP Trustee may sell such shares to Company. As soon as is reasonably practicable after receipt of a favorable determination letter from the IRS with respect to the termination, the assets of the ESOP shall be distributed to the participants and beneficiaries or transferred pursuant to an eligible rollover distribution as a participant or beneficiary may direct (including a rollover into a qualified plan of Buyer, if approved by Buyer, in which the individual is then participating). Prior to the Effective Time, the loan balance in Company and each Company Subsidiary shall be entitled to make contributions to the ESOP shall be paid in full by for purposes of making prepayments on the ESOP (from Loan, provided such prepayments are fully deductible by Company or the cash portion Company Subsidiary under Section 404 of the Merger Consideration relating Code (without regard to the unallocated ESOP shares, to the extent thereof, and thereafter from the stock portion carryover provisions of the Merger Consideration relating to the unallocated ESOP sharesSection 404) and any remaining unallocated amounts shall be allocated as of the Effective Time to participants pro rata as earnings of the ESOP, based on the balances of participants' accounts immediately prior to such allocation. Purchaser shall cause the ESOP to be merged into Purchaser's employee stock ownership plan otherwise in compliance with Section 414(l415 of the Code and do not adversely affect the tax qualified status of the ESOP under Section 401(a) and 4975 of the Code. (d) Each Company Employee terminated involuntarily by Buyer or any of its Subsidiaries on or after the Effective Time who is an "Eligible Employee" (as defined in Buyer's severance pay plan effective as of December 1, 1999, as amended from time to time) and not subject to an eligibility exclusion thereunder shall be eligible to receive severance payments from Buyer (including outplacement services) pursuant to any severance pay plan offered by Buyer to its employees at that time, provided, however, any former officer of Company or any Company Subsidiary who is terminated involuntarily by Buyer or any of its Subsidiaries for any reason except for cause within thirty (30) days of the Effective Time shall receive severance payments from Buyer (provided no such payment shall exceed one year's salary) equal to two (2) month's salary plus one (1) week's salary for every year of service. Notwithstanding the foregoing sentence, each Company Employee shall be eligible for severance payments pursuant to this Section 6.09(d) (including outplacement services) only if such Company Employee is not a party to a written employment agreement or a change of control and non compete agreement with Company or any Company Subsidiary or who is not eligible for severance payments under any other contract or agreement. The Director Retirement Plan between Company and its directors shall be terminated at the Effective Time and the maximum benefits payable thereunder shall be paid in a cash lump sum to the directors. The good faith estimate of Company of the amount of the maximum benefits payable under the Director Retirement Plan with respect to the transactions contemplated hereunder and the recipients thereof are set forth on Schedule 6.09(e) of the Disclosure Schedule of Company, subject to the exceptions included on Schedule 6.09(e). At the Effective Time, Buyer shall make lump-sum payments equal to the present value of the cost of post retirement health care benefits for retired health plan participants who have agreed to receive such payments, and the present value of the cost of post-retirement health care benefits for eligible directors under the Director Retirement Plan who have agreed to receive such payments, which amount shall be based on the life expectancy of the participant and future cost of living adjustments as calculated in amounts determined by an actuary mutually acceptable to Buyer and Company. Company agrees to use its reasonable best efforts to assist Buyer in persuading such participants to accept such lump-sum payments. Buyer agrees to continue to provide after the Closing these post-retirement health care benefits to any participant who chooses not to accept such payments. Company agrees to use its reasonable best efforts to assist Buyer in persuading the directors that have Director's Compensation Agreements to accept a cash lump-sum payment for the periodic payments due thereunder. Buyer agrees to continue to pay after the Closing these periodic payments to any director who chooses not to accept such lump sum payment. The good faith estimate of Company of the amount of the maximum amount payable by Buyer to directors under the Director's Compensation Agreements, including amounts payable to individual directors, are set forth on Schedule 6.09(e) of the Disclosure Schedule of Company, subject to the exceptions included on Schedule 6.09(e). Company shall be permitted to make payments (to the extent accrued) under its bonus plan in existence on the date hereof. (e) Buyer agrees to assume and honor (i) the Bank Incentive Plan and Trusts, (ii) the employment and change of control agreements, (iii) the employee retention agreements, (iv) the consulting agreements, and (v) all other written agreements with current and former employees and directors as set forth on the Disclosure Schedule of Company according to their terms with such modifications as set forth in the Disclosure Schedule of Company. Buyer hereby acknowledges that the Merger and the Closing constitute a change of control for purposes of the above-mentioned agreements. Company shall take such actions regarding certain payments to the executive officers of Company as are set forth in Schedule 6.09(e) of the Disclosure Schedule of Company. The good faith estimate of Company of the amount of each change of control payment payable in cash with respect to the transactions contemplated hereunder and the recipient thereof is set forth on Schedule 6.09(e) of the Disclosure Schedule of Company, subject to the exceptions included on Schedule 6.09.(e). (f) As of the Effective Time, the Company Profit Sharing and Savings Plan shall be terminated in accordance with its terms. Prior to the Effective Time, Company shall be permitted to make such changes to the Company shall terminate its Employee Severance Compensation Profit Sharing and Savings Plan as set forth in it deems appropriate to carry out the letter agreement provisions of even date herewith between Purchaser the Company Profit Sharing and Savings Plan and this Section 6.09(f) and shall file a request for determination with the IRS with respect to the termination of the Company Profit Sharing and Savings Plan. Company shall submit to Buyer for its review and comment such Company Profit Sharing and Savings Plan changes before they are made and the Companyrequest for determination before it is filed with the IRS. As soon as practicable after receipt of a favorable determination letter from the IRS with respect to the termination, the assets of the Company Profit Sharing and Savings Plan shall be distributed to the participants or beneficiaries or transferred pursuant to an eligible rollover distribution as a participant or beneficiary may direct (including a rollover into a qualified plan of Buyer, if approved by Buyer, in which the individual is then participating). (g) Purchaser On the Closing Date, Buyer shall pay each employee of Company and any Company Subsidiary who is employed by Company or any Company Subsidiary on the Company agree Closing Date and who is not a Data Process Employee a one-time lump-sum cash bonus payment in an amount equal to take certain other actions with respect 10% of such employee's respective base salary as of the Closing Date, subject to all applicable withholding. Buyer shall pay each Data Process Employee a one-time lump-sum cash bonus payment in an amount equal to 10% of such Data Process Employee's respective base salary as of the Company Benefit Plans Closing Date, subject to all applicable withholding, on the earlier to occur of (i) the date of completion of Company's data processing system conversion, as determined in Buyer's sole discretion; (ii) the date on which such Data Process Employee is involuntarily terminated by Buyer or one of its Subsidiaries, as the case may be; or (iii) June 30, 2004, provided that such Data Process Employee is employed by Buyer or one of its Subsidiaries on such date. In the event that any Data Process Employee or non-Data Process Employee who is entitled to receive a bonus as provided above is paid on an hourly basis, the amount payable to such individual shall be in an amount equal to (i) 10% of such individual's gross income set forth in the letter agreement of even date herewith between Purchaser and the Company. (h) At the Effective Time, each outstanding and unexercised Company Stock Option with respect to which the holder thereof has timely delivered a Conversion Agreement pursuant to Section 1.3(a)(i) hereof shall be assumed by Purchaser as provided his or her respective W-2 for 2003 in the Conversion Agreement. (i) Purchaser shall take all corporate action necessary to reserve for issuance at all times after the Effective Time a sufficient number of shares of Purchaser Common Stock for delivery upon exercise of Company Stock Options assumed by Purchaser in accordance with Section 1.3(a)(i). Immediately following the Effective Timeevent such amount is then available, Purchaser shall file a registration statement on Form S-8 (or any successor or other appropriate form) with respect to the shares of Purchaser Common Stock subject to such options and shall use its best efforts to maintain the effectiveness of the registration statement (and maintain the current status of the prospectus contained therein) for so long as such options remain outstanding.58

Resolution of Company Benefit Plans. The Company and Purchaser shall cooperate in effecting the following treatment of the Company Benefit Plans, except as mutually agreed upon by Purchaser and the Company prior to the Effective Time: (a) At the Effective Time, Purchaser (or a Purchaser Subsidiarysubsidiary of Purchaser) shall be substituted for the Company as the sponsoring employer under those Company Benefit Plans with respect to which the Company or the Bank Company Subsidiaries is a sponsoring employer immediately prior to the Effective Time, and shall assume and be vested with all of the powers, rights, duties, obligations and liabilities previously vested in the Company or the Bank Company Subsidiaries with respect to each such plan. Except as otherwise provided herein, each such plan and any Company Benefit Plan sponsored by the Company or the Bank shall be continued in effect by Purchaser or any applicable Purchaser Subsidiary after the Effective Time without a termination or discontinuance thereof as a result of the Merger, subject to the power reserved to Purchaser or any applicable Purchaser Subsidiary under each such plan to subsequently amend or terminate the plan, which amendments or terminations shall comply with applicable law. The Company, the Bank Company Subsidiaries and Purchaser will use all reasonable efforts (i) to effect said substitutions and assumptions, and take - 45 - such other actions contemplated under this Agreement, and (ii) to amend such plans as to the extent necessary to provide for said substitutions and assumptions, and such other actions contemplated under this Agreement. (b) Except as contemplated in any Letter of Understanding discussed below, at or as As promptly as practicable after the Effective Time, as Purchaser shall reasonably determine, Purchaser shall provide, or cause any subsidiary of Purchaser Subsidiary to provide, to each employee of the Company and the Bank Company Subsidiaries as of the Effective Time ("“Company Employees"”) the opportunity to participate in each employee benefit plan and program maintained by Purchaser or the applicable subsidiary of Purchaser Subsidiaries for similarly situated employees (the "“Purchaser Benefit Plans"”); provided, however, that with respect to such Purchaser Benefit Plans, Company Employees shall be given credit for service with the Company or the Bank Company Subsidiaries in determining eligibility for and vesting in benefits thereunder, but not for purposes of benefit accrual; provided, further that Company Employees shall not be subject to any waiting periods or pre-existing condition exclusions under the Purchaser Benefit Plans to the extent that such periods are longer or restrictions impose a greater limitation than the periods or limitations imposed under the Company Benefit Plans; provided, further, that to the extent that the initial period of coverage for Company Employees under any Purchaser Benefit Plan that is an "“employee welfare benefit plan" ” as defined in Section 3(1) of ERISA is not a full 12-month period of coverage, Company Employees shall be given credit under the applicable Purchaser Benefit Plans for any deductibles and co-insurance payments made by such Company Employees under the Company Benefit Plans during the balance of such 12-month period of coverage. Nothing in the preceding sentence shall obligate Purchaser to provide or cause to be provided any benefits duplicative of those provided under any Company Benefit Plan continued pursuant to subparagraph (a) above, including, but not limited to, extending participation in any Purchaser Benefit Plan which is an "“employee pension benefit plan" ” under ERISA with respect to any year during which benefits are accrued by Company Employees under the Company defined benefit plan or allocations are made to Company Employees under the Company ESOP or the Company 401(k) Plan. Except as otherwise provided in this Agreement, the power of Purchaser or any Purchaser Subsidiary to amend or terminate any benefit plan or program, including any Company Benefit Plan, shall not be altered or affected. Moreover, this Agreement shall not confer upon any Company Employee any rights or remedies hereunder and shall not constitute a contract of employment or create the rights, to be retained or otherwise, in employment with Purchaser or any Purchaser Subsidiarysubsidiary of Purchaser. (c) Concurrently with Purchaser agrees to pay to certain employees of the Company or immediately Company Subsidiaries thirty (30) days after the execution Closing Date but in no event later than June 30, 2003, assuming the Closing has occurred, the amounts as set forth in a separate letter from the Purchaser to the Company dated as of the date of this Agreement, the Company shall use its best efforts to obtain from each officer of the Company who is a party to an employment agreement, change in control agreement, supplemental executive retirement agreement or plan with the Company or the Bank a Letter of Understanding with the Company and the Bank substantially in the form heretofore provided (the "Letters of Understanding"), addressing certain matters pertaining to such executive's employment agreement, change in control agreement, supplemental executive retirement agreement or plan and benefits payable thereunder, and where applicable, such executive's employment after the Effective Time. (d) Notwithstanding anything in this Agreement to the contrary, all retention, severance, covenant not to compete, termination payments, acceleration of benefit vesting, and other compensation paid by the Company or the Bank, or as provided for in this Agreement, any Letter of Understanding, any Company Benefit Plan or otherwise, including, but not limited to, any Change in Control Benefit, shall not violate any prohibitions which are imposed by any Governmental Authorities, or which any Governmental Authorities otherwise deem to constitute unsafe and unsound banking practices or unreasonable compensation giving effect to any obligations of Purchaser or the Purchaser Subsidiary as provided herein or in any Letter of Understanding. (e) At the Effective Time, the ESOP shall have been amended to provide that no further contributions shall be made thereto, all accounts thereunder shall be fully vested and nonforfeitable and the Purchaser Common Stock issued upon the conversion of the Company Common Stock in the Merger shall become the qualifying employee security for purposes of the ESOP. On or as soon as is reasonably practicable after the Effective Time, the loan balance in the ESOP shall be paid in full by the ESOP (from the cash portion of the Merger Consideration relating to the unallocated ESOP shares, to the extent thereof, and thereafter from the stock portion of the Merger Consideration relating to the unallocated ESOP shares) and any remaining unallocated amounts shall be allocated as of the Effective Time to participants pro rata as earnings of the ESOP, based on the balances of participants' accounts immediately prior to such allocation. Purchaser shall cause the ESOP to be merged into Purchaser's employee stock ownership plan in compliance with Section 414(l) of the Code. (f) Prior to the Effective Time, the Company shall terminate its Employee Severance Compensation Plan as set forth in have terminated and paid out all benefits accrued under the letter agreement of even date herewith between Purchaser and deferred compensation plan established for the Company. (g) Purchaser and the Company agree to take certain other actions with respect to the Company Benefit Plans as set forth in the letter agreement of even date herewith between Purchaser and the Company. (h) At the Effective Time, each outstanding and unexercised Company Stock Option with respect to which the holder thereof has timely delivered a Conversion Agreement pursuant to Section 1.3(a)(i) hereof shall be assumed by Purchaser as provided in the Conversion Agreement. (i) Purchaser shall take all corporate action necessary to reserve for issuance at all times after the Effective Time a sufficient number of shares of Purchaser Common Stock for delivery upon exercise of Company Stock Options assumed by Purchaser in accordance with Section 1.3(a)(i). Immediately following the Effective Time, Purchaser shall file a registration statement on Form S-8 (or any successor or other appropriate form) with respect to the shares of Purchaser Common Stock subject to such options and shall use its best efforts to maintain the effectiveness benefit of the registration statement (directors and maintain under the current status of the prospectus contained therein) for so long as such options remain outstandingSupplemental Retirement Plan and any other senior executive retirement plan.

Resolution of Company Benefit Plans. The Company and Purchaser shall cooperate in effecting the following treatment of the Company Benefit Plans, except as mutually agreed upon by Purchaser and the Company prior to the Effective Time: (a) At the Effective Time, Purchaser (or a Purchaser Subsidiary) shall be substituted for the Company as the sponsoring employer under those Company Benefit Plans with respect to which the Company or the Bank is a sponsoring employer immediately prior to the Effective Time, and shall assume and be vested with all of the powers, rights, duties, obligations and liabilities previously vested in the Company or the Bank with respect to each such plan. Except as otherwise provided herein, each such plan and any Company Benefit Plan sponsored by the Company or the Bank shall be continued in effect by Purchaser or any applicable Purchaser Subsidiary after the Effective Time without a termination or discontinuance thereof as a result of the Merger, subject to the power reserved to Purchaser or any applicable Purchaser Subsidiary under each such plan to subsequently amend or terminate the plan, which amendments or terminations shall comply with applicable lawlaw and be consistent with Purchaser's obligations under this Section 5.14. The CompanyCompany and Purchaser will, and the Company will cause the Bank and Purchaser will to, use all reasonable efforts (i) to effect said substitutions and assumptions, and take - 45 - such other actions contemplated under this Agreement, and (ii) to amend such plans as to the extent necessary to provide for said substitutions and assumptions, and such other actions contemplated under this Agreement. (b) Except as contemplated in any Letter of Understanding discussed below, at or as promptly as practicable after the Effective Time, as Purchaser shall reasonably determine, Purchaser shall provide, or cause any Purchaser Subsidiary to provide, to each employee of the Company and the Bank as of the Effective Time ("Company Employees") the opportunity to participate in each employee benefit plan and program maintained by Purchaser or the Purchaser Subsidiaries for similarly situated employees (the "Purchaser Benefit Plans"); provided, however, that with respect to such Purchaser Benefit Plans, Company Employees shall be given credit for service with the Company or the Bank in determining eligibility for and vesting in benefits thereunder, but not for purposes of benefit accrual; provided, further further, that Company Employees shall not be subject to any waiting periods or pre-existing condition exclusions under the Purchaser Benefit Plans to the extent that such periods are longer or restrictions impose a greater limitation than the periods or limitations imposed under the Company Benefit Plans; provided, further, that to the extent that the initial period of coverage for Company Employees under any Purchaser Benefit Plan that is an "employee welfare benefit plan" as defined in Section 3(1) of ERISA is not a full 12-month period of coverage, Company Employees shall be given credit under the applicable Purchaser Benefit Plans for any deductibles and co-insurance payments made by such Company Employees under the Company Benefit Plans during the balance of such 12-month period of coverage. Nothing in the preceding sentence shall obligate Purchaser to provide or cause to be provided any benefits duplicative of those provided under any Company Benefit Plan continued pursuant to subparagraph (a) above, including, but not limited towithout limitation, extending participation in any Purchaser Benefit Plan which is an "employee pension benefit plan" under ERISA with respect to any year during which benefits are accrued by Company Employees under the Company defined benefit plan or allocations are made to Company Employees under the Company ESOP or the Company 401(k) Plan. Except as otherwise provided in this Agreement, the power of Purchaser or any Purchaser Subsidiary to amend or terminate any benefit plan or program, including any Company Benefit Plan, shall not be altered or -41- affected. Moreover, this Agreement shall not confer upon any Company Employee any rights or remedies hereunder and shall not constitute a contract of employment or create the rights, to be retained or otherwise, in employment with Purchaser or any Purchaser Subsidiary. (c) Concurrently with or immediately after the execution of this Agreement, the Company shall use its best commercially reasonable good faith efforts to obtain from each officer of the Company who is a party to an employment agreement, change in control agreement, supplemental executive retirement agreement or plan special termination agreement with the Company or the Bank a Letter of Understanding with the Company and the Bank Purchaser substantially in the form heretofore provided forms of Exhibit E attached hereto (the "Letters of Understanding"), addressing certain matters pertaining to such executive's employment agreement, change in control agreement, supplemental executive retirement agreement or plan special termination agreement and benefits payable thereunder, and where applicable, such executive's employment after the Effective Time. (d) Notwithstanding anything in this Agreement to the contrary, all retention, severance, covenant not to compete, termination payments, acceleration of benefit vesting, and other compensation paid by the Company or the Bank, or as provided for in this Agreement, any Letter of Understanding, any Company Benefit Plan or otherwise, including, but not limited towithout limitation, any Change in Control Benefit, shall not violate any prohibitions which are imposed by any Governmental Authorities, or which any Governmental Authorities otherwise deem to constitute unsafe and unsound banking practices or unreasonable compensation giving effect to any obligations of Purchaser or the Purchaser Subsidiary as provided herein or in any Letter of Understanding. (e) At The parties acknowledge that the ESOP has been and shall remain, frozen until and following the Effective Time, the ESOP shall have been amended to provide that no further contributions shall be made thereto, all accounts thereunder shall be fully vested and nonforfeitable and the . The Purchaser Common Stock issued upon the conversion of the Company Common Stock in the Merger shall become the qualifying employee security for purposes of the ESOP. On or as As soon as is reasonably practicable after the Effective Time, the loan balance in the ESOP shall be paid in full by the ESOP (from the cash portion of the Merger Consideration relating to the unallocated ESOP shares, to the extent thereof, and thereafter from the stock portion of the Merger Consideration relating to the unallocated ESOP shares) and any remaining unallocated amounts shall be allocated as of the Effective Time to participants pro rata as earnings of the ESOP, based on the balances of participants' accounts immediately prior to such allocation. Purchaser shall cause the ESOP to be merged (without loss or limitation of any benefit) into the Purchaser's employee stock ownership plan in compliance with Section 414(l) of the Code. (f) Prior to the Effective Time, the Company shall terminate its Employee Severance Compensation Plan as set forth in the letter agreement of even date herewith between Purchaser and the Company. (g) Purchaser and the Company agree to take certain other actions with respect to the Company Benefit Plans as set forth in the letter agreement of even date herewith between Purchaser and the Company. (h) At the Effective Time, each outstanding and unexercised Company Stock Option with respect to which the holder thereof has timely delivered a Conversion Agreement pursuant to Section 1.3(a)(i) hereof shall be assumed by Purchaser as provided in the Conversion Agreementform of Exhibit F attached hereto. (i) Purchaser shall take all corporate action necessary to reserve for issuance at all times after the Effective Time a sufficient number of shares of Purchaser Common Stock for delivery upon exercise of Company Stock Options assumed by Purchaser in accordance with Section 1.3(a)(i). Immediately following the Effective Time, Purchaser shall file a registration statement on Form S-8 (or any successor or other appropriate form) with respect to the shares of Purchaser Common Stock subject to such options and shall use its best efforts to maintain the effectiveness of the registration statement (and maintain the current status of the prospectus contained therein) for so long as such options remain outstanding.

Resolution of Company Benefit Plans. The Company and Purchaser Buyer shall cooperate in effecting the following treatment of the Company Benefit Plans, except as mutually agreed upon by Purchaser Buyer and the Company prior to the Effective Time: (a) At the Effective Time, Purchaser (or a Purchaser Subsidiary) shall be substituted for the Company as the sponsoring employer under those Company Benefit Plans with respect to which the Company or the Bank is a sponsoring employer immediately prior to the Effective Time, and shall assume and be vested with all of the powers, rights, duties, obligations and liabilities previously vested in the Company or the Bank with respect to each such plan. Except as otherwise provided herein, each such plan and any Company Benefit Plan sponsored by the Company or the Bank shall any Company Subsidiary may or may not, in Buyer's sole discretion, be continued in effect by Purchaser or any applicable Purchaser Subsidiary after the Effective Time without a termination or discontinuance thereof as a result of the Merger, subject to the power reserved to Purchaser the Surviving Corporation or any applicable Purchaser Subsidiary of the Surviving Corporation under each such plan to subsequently amend or terminate the plan, which amendments or terminations shall comply with applicable law. The CompanyAll participants under the ESOP and the Company Profit Sharing and Savings Plan shall at the Effective Time, be fully vested in all benefits thereunder upon the Bank and Purchaser will use all reasonable efforts (i) to effect said substitutions and assumptions, and take - 45 - termination of each such other actions contemplated under this Agreement, and (ii) to amend such plans as to plan at the extent necessary to provide for said substitutions and assumptions, and such other actions contemplated under this AgreementEffective Time. (b) Except as contemplated in any Letter of Understanding discussed below, at At or as promptly as practicable after the Effective Time, Time as Purchaser Buyer shall reasonably determine, Purchaser Buyer shall provide, or cause any Purchaser Subsidiary of its Subsidiaries to provide, to each employee of the Company and the Bank any Company Subsidiaries as of the Effective Time ("Company Employees") the opportunity to participate in each employee benefit plan and program maintained by Purchaser Buyer or the Purchaser its Subsidiaries for similarly similarly-situated employees (the "Purchaser Buyer Benefit Plans"); provided, however, ) provided that with respect to such Purchaser Buyer Benefit Plans, Company Employees shall be given credit for service with the Company or the Bank any Company Subsidiary in determining eligibility for and vesting in benefits thereunder, but not for purposes of benefit accrual; provided, provided further that Company Employees shall not be subject to any waiting periods or pre-existing condition exclusions under the Purchaser Buyer Benefit Plans to the extent that such periods are longer or restrictions impose a greater limitation than the periods or limitations imposed under the Company Benefit Plans; provided, further, and provided further that to the extent that the initial period of coverage for Company Employees under any Purchaser Buyer Benefit Plan that is an "employee welfare benefit plan" as defined in Section 3(1) of ERISA is not a full 12-month period of coverage, Company Employees shall be given credit under the applicable Purchaser Buyer Benefit Plans for any deductibles and co-insurance payments made by such Company Employees under the Company Benefit Plans during the balance of such 12-month period of coverage. Nothing in the preceding sentence shall obligate Purchaser Buyer to provide or cause to be provided any benefits duplicative of to those provided under any Company Benefit Plan continued pursuant to subparagraph (aSection 6.09(a) abovehereof, including, but not limited to, including extending participation in any Purchaser Buyer Benefit Plan which is an "employee pension benefit plan" under ERISA with respect to any portion of the year during which allocations benefits are made accrued to Company Employees under the Company ESOP or the Company 401(k) Profit Sharing and Savings Plan. Except as otherwise provided in this Agreement, the power of Purchaser Buyer, a Company Subsidiary or any Purchaser Subsidiary of Buyer to amend or terminate any benefit plan or program, including any Company Benefit Plan, Plan shall not be altered or affected. Moreover, this Agreement shall not confer upon any Company Employee any rights or remedies hereunder and shall not constitute a contract of employment or create the any rights, to be retained or otherwise, in employment with Purchaser at Buyer, a Company Subsidiary or any Purchaser SubsidiarySubsidiary of Buyer. (c) Concurrently with or immediately after the execution As of this Agreement, the Company shall use its best efforts to obtain from each officer of the Company who is a party to an employment agreement, change in control agreement, supplemental executive retirement agreement or plan with the Company or the Bank a Letter of Understanding with the Company and the Bank substantially in the form heretofore provided (the "Letters of Understanding"), addressing certain matters pertaining to such executive's employment agreement, change in control agreement, supplemental executive retirement agreement or plan and benefits payable thereunder, and where applicable, such executive's employment after the Effective Time. (d) Notwithstanding anything in this Agreement to the contrary, all retention, severance, covenant not to compete, termination payments, acceleration of benefit vesting, and other compensation paid by the Company or the Bank, or as provided for in this Agreement, any Letter of Understanding, any Company Benefit Plan or otherwise, including, but not limited to, any Change in Control Benefit, shall not violate any prohibitions which are imposed by any Governmental Authorities, or which any Governmental Authorities otherwise deem to constitute unsafe and unsound banking practices or unreasonable compensation giving effect to any obligations of Purchaser or the Purchaser Subsidiary as provided herein or in any Letter of Understanding. (e) At the Effective Time, the ESOP shall have been amended be terminated in accordance with its terms. Prior to provide that no further contributions the Effective Time, Company shall be made thereto, all accounts thereunder shall be fully vested and nonforfeitable and permitted to make such changes to the Purchaser Common Stock issued upon ESOP as it deems appropriate to carry out the conversion provisions of the Company Common Stock in ESOP and this Section 6.09(c) and shall file a request for determination with the Merger shall become IRS with respect to the qualifying employee security for purposes termination of the ESOP. On or as Company shall submit to Buyer for its review and comment such ESOP changes before they are made and the request for determination before it is filed with the IRS. Buyer acknowledges that approval of the Merger by the stockholders of Company shall constitute a "change in control" under the ESOP and that, pursuant to the terms thereof, the ESOP Trustee may sell a sufficient number of unallocated shares of Company Common Stock to repay the then outstanding ESOP Loan in full, and that the ESOP Trustee may sell such shares to Company. As soon as is reasonably practicable after receipt of a favorable determination letter from the IRS with respect to the termination, the assets of the ESOP shall be distributed to the participants and beneficiaries or transferred pursuant to an eligible rollover distribution as a participant or beneficiary may direct (including a rollover into a qualified plan of Buyer, if approved by Buyer, in which the individual is then participating). Prior to the Effective Time, the loan balance in Company and each Company Subsidiary shall be entitled to make contributions to the ESOP shall be paid in full by for purposes of making prepayments on the ESOP (from Loan, provided such prepayments are fully deductible by Company or the cash portion Company Subsidiary under Section 404 of the Merger Consideration relating Code (without regard to the unallocated ESOP shares, to the extent thereof, and thereafter from the stock portion carryover provisions of the Merger Consideration relating to the unallocated ESOP sharesSection 404) and any remaining unallocated amounts shall be allocated as of the Effective Time to participants pro rata as earnings of the ESOP, based on the balances of participants' accounts immediately prior to such allocation. Purchaser shall cause the ESOP to be merged into Purchaser's employee stock ownership plan otherwise in compliance with Section 414(l415 of the Code and do not adversely affect the tax qualified status of the ESOP under Section 401(a) and 4975 of the Code. (d) Each Company Employee terminated involuntarily by Buyer or any of its Subsidiaries on or after the Effective Time who is an "Eligible Employee" (as defined in Buyer's severance pay plan effective as of December 1, 1999, as amended from time to time) and not subject to an eligibility exclusion thereunder shall be eligible to receive severance payments from Buyer (including outplacement services) pursuant to any severance pay plan offered by Buyer to its employees at that time, provided, however, any former officer of Company or any Company Subsidiary who is terminated involuntarily by Buyer or any of its Subsidiaries for any reason except for cause within thirty (30) days of the Effective Time shall receive severance payments from Buyer (provided no such payment shall exceed one year's salary) equal to two (2) month's salary plus one (1) week's salary for every year of service. Notwithstanding the foregoing sentence, each Company Employee shall be eligible for severance payments pursuant to this Section 6.09(d) (including outplacement services) only if such Company Employee is not a party to a written employment agreement or a change of control and non compete agreement with Company or any Company Subsidiary or who is not eligible for severance payments under any other contract or agreement. The Director Retirement Plan between Company and its directors shall be terminated at the Effective Time and the maximum benefits payable thereunder shall be paid in a cash lump sum to the directors. The good faith estimate of Company of the amount of the maximum benefits payable under the Director Retirement Plan with respect to the transactions contemplated hereunder and the recipients thereof are set forth on Schedule 6.09(e) of the Disclosure Schedule of Company, subject to the exceptions included on Schedule 6.09(e). At the Effective Time, Buyer shall make lump-sum payments equal to the present value of the cost of post retirement health care benefits for retired health plan participants who have agreed to receive such payments, and the present value of the cost of post-retirement health care benefits for eligible directors under the Director Retirement Plan who have agreed to receive such payments, which amount shall be based on the life expectancy of the participant and future cost of living adjustments as calculated in amounts determined by an actuary mutually acceptable to Buyer and Company. Company agrees to use its reasonable best efforts to assist Buyer in persuading such participants to accept such lump-sum payments. Buyer agrees to continue to provide after the Closing these post-retirement health care benefits to any participant who chooses not to accept such payments. Company agrees to use its reasonable best efforts to assist Buyer in persuading the directors that have Director's Compensation Agreements to accept a cash lump-sum payment for the periodic payments due thereunder. Buyer agrees to continue to pay after the Closing these periodic payments to any director who chooses not to accept such lump sum payment. The good faith estimate of Company of the amount of the maximum amount payable by Buyer to directors under the Director's Compensation Agreements, including amounts payable to individual directors, are set forth on Schedule 6.09(e) of the Disclosure Schedule of Company, subject to the exceptions included on Schedule 6.09(e). Company shall be permitted to make payments (to the extent accrued) under its bonus plan in existence on the date hereof. (e) Buyer agrees to assume and honor (i) the Bank Incentive Plan and Trusts, (ii) the employment and change of control agreements, (iii) the employee retention agreements, (iv) the consulting agreements, and (v) all other written agreements with current and former employees and directors as set forth on the Disclosure Schedule of Company according to their terms with such modifications as set forth in the Disclosure Schedule of Company. Buyer hereby acknowledges that the Merger and the Closing constitute a change of control for purposes of the above-mentioned agreements. Company shall take such actions regarding certain payments to the executive officers of Company as are set forth in Schedule 6.09(e) of the Disclosure Schedule of Company. The good faith estimate of Company of the amount of each change of control payment payable in cash with respect to the transactions contemplated hereunder and the recipient thereof is set forth on Schedule 6.09(e) of the Disclosure Schedule of Company, subject to the exceptions included on Schedule 6.09(e). (f) As of the Effective Time, the Company Profit Sharing and Savings Plan shall be terminated in accordance with its terms. Prior to the Effective Time, Company shall be permitted to make such changes to the Company shall terminate its Employee Severance Compensation Profit Sharing and Savings Plan as set forth in it deems appropriate to carry out the letter agreement provisions of even date herewith between Purchaser the Company Profit Sharing and Savings Plan and this Section 6.09(f) and shall file a request for determination with the IRS with respect to the termination of the Company Profit Sharing and Savings Plan. Company shall submit to Buyer for its review and comment such Company Profit Sharing and Savings Plan changes before they are made and the Companyrequest for determination before it is filed with the IRS. As soon as practicable after receipt of a favorable determination letter from the IRS with respect to the termination, the assets of the Company Profit Sharing and Savings Plan shall be distributed to the participants or beneficiaries or transferred pursuant to an eligible rollover distribution as a participant or beneficiary may direct (including a rollover into a qualified plan of Buyer, if approved by Buyer, in which the individual is then participating). (g) Purchaser On the Closing Date, Buyer shall pay each employee of Company and any Company Subsidiary who is employed by Company or any Company Subsidiary on the Company agree Closing Date and who is not a Data Process Employee a one-time lump-sum cash bonus payment in an amount equal to take certain other actions with respect 10% of such employee's respective base salary as of the Closing Date, subject to all applicable withholding. Buyer shall pay each Data Process Employee a one-time lump-sum cash bonus payment in an amount equal to 10% of such Data Process Employee's respective base salary as of the Company Benefit Plans Closing Date, subject to all applicable withholding, on the earlier to occur of (i) the date of completion of Company's data processing system conversion, as determined in Buyer's sole discretion; (ii) the date on which such Data Process Employee is involuntarily terminated by Buyer or one of its Subsidiaries, as the case may be; or (iii) June 30, 2004, provided that such Data Process Employee is employed by Buyer or one of its Subsidiaries on such date. In the event that any Data Process Employee or non-Data Process Employee who is entitled to receive a bonus as provided above is paid on an hourly basis, the amount payable to such individual shall be in an amount equal to (i) 10% of such individual's gross income set forth in the letter agreement of even date herewith between Purchaser and the Company. (h) At the Effective Time, each outstanding and unexercised Company Stock Option with respect to which the holder thereof has timely delivered a Conversion Agreement pursuant to Section 1.3(a)(i) hereof shall be assumed by Purchaser as provided his or her respective W-2 for 2003 in the Conversion Agreement. (i) Purchaser shall take all corporate action necessary to reserve for issuance at all times after the Effective Time a sufficient number of shares of Purchaser Common Stock for delivery upon exercise of Company Stock Options assumed by Purchaser in accordance with Section 1.3(a)(i). Immediately following the Effective Timeevent such amount is then available, Purchaser shall file a registration statement on Form S-8 (or any successor or other appropriate form) with respect to the shares of Purchaser Common Stock subject to such options and shall use its best efforts to maintain the effectiveness of the registration statement (and maintain the current status of the prospectus contained therein) for so long as such options remain outstanding.or