Common use of Special Regulatory Events Clause in Contracts

Special Regulatory Events. Notwithstanding Section 4 of this AGREEMENT, the obligations of the EMPLOYERS to the EMPLOYEE shall be as follows in the event of the following circumstances: (a) If the EMPLOYEE is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERS' affairs by a notice served under section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (hereinafter referred to as the "FDIA"), the EMPLOYERS' obligations under this AGREEMENT shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS may, in their discretion, pay the EMPLOYEE all or part of the compensation withheld while the obligations in this AGREEMENT were suspended and reinstate, in whole or in part, any of the obligations that were suspended. (b) If the EMPLOYEE is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERS' affairs by an order issued under Section 8(e)(4) or (g)(1) of the FDIA, all obligations of the EMPLOYERS under this AGREEMENT shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE shall not be affected by such termination. (c) If the EMPLOYERS are in default, as defined in section 3(x)(1) of the FDIA, all obligations under this AGREEMENT shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE shall not be affected. (d) All obligations under this AGREEMENT shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT is necessary for the continued operation of the EMPLOYERS, (i) by the Director of the Office of Thrift Supervision (hereinafter referred to as the "OTS"), or his or her designee at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the EMPLOYERS under the authority contained in Section 13(c) of the FDIA or (ii) by the Director of the OTS, or his or her designee, at any time the Director of the OTS, or his or her designee, approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS or when the EMPLOYERS are determined by the Director of the OTS to be in an unsafe or unsound condition. No vested rights of the EMPLOYEE shall be affected by any such action.

Special Regulatory Events. Notwithstanding Section 4 of this AGREEMENT, the obligations of the EMPLOYERS to the EMPLOYEE shall be as follows in the event of the following circumstances: (a) If the EMPLOYEE is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERS' affairs by a notice served under section Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (hereinafter referred to as the "FDIA"), the EMPLOYERS' obligations under this AGREEMENT shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS may, in their discretion, pay the EMPLOYEE all or part of the compensation withheld while the obligations in this AGREEMENT were suspended and reinstate, in whole or in part, any of the obligations that were suspended. (b) If the EMPLOYEE is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERS' affairs by an order issued under Section 8(e)(4) or (g)(1g)(l) of the FDIA, all obligations of the EMPLOYERS under this AGREEMENT shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE shall not be affected by such termination. (c) If the EMPLOYERS are in default, as defined in section Section 3(x)(1) of the FDIA, all obligations under this AGREEMENT shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE shall not be affected. (d) All obligations under this AGREEMENT shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT is necessary for the continued operation of the EMPLOYERS, (i) by the Director of the Office of Thrift Supervision (hereinafter referred to as the "OTS"), or his or her designee designee, at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the EMPLOYERS under the authority contained in Section 13(c) of the FDIA FDIA; or (ii) by the Director of the OTS, or his or her designee, at any time the Director of the OTS, or his or her designee, approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS or when the EMPLOYERS are determined by the Director of the OTS to be in an unsafe or unsound condition. No vested rights of the EMPLOYEE shall be affected by any such action.

Special Regulatory Events. Notwithstanding the provisions of Section 4 of this AGREEMENTAgreement, the obligations of the EMPLOYERS Company to the EMPLOYEE Executive shall be as follows in the event of the following circumstances: (a) If the EMPLOYEE Executive is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERS' Company’s affairs by a notice served under section 8(e)(3) or (g)(18(g)(1) of the Federal Deposit Insurance Act (hereinafter referred to as the "“FDIA"”), the EMPLOYERS' Company’s obligations under this AGREEMENT Agreement shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS may, in their discretion, Company shall pay the EMPLOYEE Executive all or part of the compensation withheld while the obligations in this AGREEMENT Agreement were suspended and reinstate, in whole or in part, reinstate any of the obligations that were suspended. (b) If the EMPLOYEE Executive is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERS' Company’s affairs by an order issued under Section 8(e)(4) or (g)(18(g)(1) of the FDIA, all obligations of the EMPLOYERS Company under this AGREEMENT Agreement shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE Executive shall not be affected by such termination. (c) If the EMPLOYERS are Company is in default, as defined in section 3(x)(1) of the FDIA, all obligations under this AGREEMENT Agreement shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE Executive shall not be affected. (d) All obligations under this AGREEMENT shall be terminated, except In the event and to the extent of a determination that the continuation terms and conditions of this AGREEMENT is necessary for the continued Agreement are subject to regulatory approval and/or may be nullified or rendered inoperative or inapplicable by operation of applicable law, the EMPLOYERS, (i) by the Director of the Office of Thrift Supervision (hereinafter referred to as the "OTS"), or his or her designee at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the EMPLOYERS under the authority contained in Section 13(c) of the FDIA or (ii) by the Director of the OTS, or his or her designee, at any time the Director of the OTS, or his or her designee, approves a supervisory merger to resolve problems related Agreement shall be effective only to the operation of extent permissible under such regulatory and/or other legal requirements, but to the EMPLOYERS or when the EMPLOYERS are determined by the Director of the OTS to fullest extent as may be in an unsafe or unsound condition. No vested rights of the EMPLOYEE shall be affected by any such actionpermissible thereunder.

Special Regulatory Events. Notwithstanding Section 4 of this AGREEMENT, the obligations of the EMPLOYERS to the EMPLOYEE shall be as follows in the event of the following circumstances: (a) If the EMPLOYEE is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERS' ’ affairs by a notice served under section Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (hereinafter referred to as the "“FDIA"”), the EMPLOYERS' ’ obligations under this AGREEMENT shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS may, in their discretion, pay the EMPLOYEE all or part of the compensation withheld while the obligations in this AGREEMENT were suspended and reinstate, in whole or in part, any of the obligations that were suspended. (b) If the EMPLOYEE is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERS' ’ affairs by an order issued under Section 8(e)(4) or (g)(1g)(l) of the FDIA, all obligations of the EMPLOYERS under this AGREEMENT shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE shall not be affected by such termination. (c) If the EMPLOYERS are in default, as defined in section Section 3(x)(1) of the FDIA, all obligations under this AGREEMENT shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE shall not be affected. (d) All obligations under this AGREEMENT shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT is necessary for the continued operation of the EMPLOYERS, (i) by the Director of the Office of Thrift Supervision (hereinafter referred to as the "“OTS"”), or his or her designee designee, at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the EMPLOYERS under the authority contained in Section 13(c) of the FDIA FDIA; or (ii) by the Director of the OTS, or his or her designee, at any time the Director of the OTS, or his or her designee, approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS or when the EMPLOYERS are determined by the Director of the OTS to be in an unsafe or unsound condition. No vested rights of the EMPLOYEE shall be affected by any such action.

Special Regulatory Events. Notwithstanding the provisions of Section 4 of this AGREEMENT, the obligations of the EMPLOYERS COMPANY to the EMPLOYEE shall be as follows in the event of the following circumstances: (a) If the EMPLOYEE is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERS' COMPANY'S affairs by a notice served under section 8(e)(3) or (g)(18(g)(1) of the Federal Deposit Insurance Act (hereinafter referred to as the "FDIA"), the EMPLOYERS' COMPANY'S obligations under this AGREEMENT shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS may, in their discretion, COMPANY shall pay the EMPLOYEE all or part of the compensation withheld while the obligations in this AGREEMENT were suspended and reinstate, in whole or in part, any of the obligations that were suspended.; (b) If the EMPLOYEE is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERS' COMPANY'S affairs by an order issued under Section 8(e)(4) or (g)(18(g)(1) of the FDIA, all obligations of the EMPLOYERS COMPANY under this AGREEMENT shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE shall not be affected by such termination.; (c) If the EMPLOYERS are COMPANY is in default, as defined in section 3(x)(1) of the FDIA, all obligations under this AGREEMENT shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE shall not be affected.SHALL NOT BE AFFECTED; (d) All obligations under this AGREEMENT shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT is necessary for the continued operation of the EMPLOYERSCOMPANY, (i) by the Director of the Office of Thrift Supervision (hereinafter referred to as the "OTS"), or his or her designee designee, at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the EMPLOYERS COMPANY under the authority contained continued in Section 13(c) of the FDIA or (ii) by the Director of the OTS, or his or her designee, at any time the Director of the OTS, or his or her designee, OTS approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS COMPANY or when the EMPLOYERS are COMPANY is determined by the Director of the OTS to be in an unsafe or unsound condition. No ; provided, however that no vested rights of the EMPLOYEE shall not be affected by any such actiontermination; and (e) The provisions of this Section 5 are governed by the requirements of 12 C.F.R. Section 563.39 (b) and in the event that any statements in this Section 5 are inconsistent with 12 C.F.R. Section 563.39(b), the provisions of 12 C.F.R. Section 563.39(b) shall be controlling.

Special Regulatory Events. Notwithstanding Section 4 of this AGREEMENT, the obligations of the EMPLOYERS EMPLOYER to the EMPLOYEE shall be as follows in the event of the following circumstances: (a) If the EMPLOYEE is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERS' EMPLOYER's affairs by a notice served under section 8(e)(3Section 8(e) (3) or (g)(1g) (1) of the Federal Deposit Insurance Act (hereinafter referred to as the "FDIA"), the EMPLOYERS' EMPLOYER's obligations under this AGREEMENT shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS may, in their discretion, EMPLOYER shall (i) pay the EMPLOYEE all or part of the compensation withheld while the obligations in this AGREEMENT were suspended and reinstate, in whole or in part, (ii) reinstate any of the obligations that were suspended. (b) If the EMPLOYEE is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERS' EMPLOYER's affairs by an order issued under Section 8(e)(48(e) (4) or (g)(1g) (1) of the FDIA, all obligations of the EMPLOYERS EMPLOYER under this AGREEMENT shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE shall not be affected by such termination. (c) If the EMPLOYERS are EMPLOYER is in default, default as defined in section Section 3(x)(1) of the FDIA, all obligations under this AGREEMENT shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE shall not be affected. (d) All obligations under this AGREEMENT shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT is necessary for the continued operation of the EMPLOYERSEMPLOYER, (i) by the Director of the Office of Thrift Supervision (hereinafter referred to as the "OTS"), or his or her designee at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the EMPLOYERS EMPLOYER under the authority contained in Section 13(c) of the FDIA or (ii) by the Director of the OTS, or his or her designee, at any time the Director of the OTS, or his or her designee, approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS EMPLOYER or when the EMPLOYERS are EMPLOYER is determined by the Director of the OTS to be in an unsafe or unsound condition. No vested rights of the EMPLOYEE shall be affected by any such action.

Special Regulatory Events. Notwithstanding the provisions of Section 4 of this AGREEMENT, the obligations of the EMPLOYERS COMPANY to the EMPLOYEE EXECUTIVE shall be as follows in the event of the following circumstances: (a) If the EMPLOYEE EXECUTIVE is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERS' COMPANY'S affairs by a notice served under section 8(e)(3) or (g)(18(g)(1) of the Federal Deposit Insurance Act (hereinafter referred to as the "FDIA"), the EMPLOYERS' COMPANY'S obligations under this AGREEMENT shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS may, in their discretion, COMPANY may pay the EMPLOYEE EXECUTIVE all or part of the compensation withheld while the obligations in this AGREEMENT were suspended and reinstate, in whole or in part, any of the obligations that were suspended.; (b) If the EMPLOYEE EXECUTIVE is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERS' COMPANY'S affairs by an order issued under Section 8(e)(4) or (g)(18(g)(1) of the FDIA, all obligations of the EMPLOYERS COMPANY under this AGREEMENT shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE EXECUTIVE shall not be affected by such termination.; (c) If the EMPLOYERS are COMPANY is in default, as defined in section 3(x)(1) of the FDIA, all obligations under this AGREEMENT shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE EXECUTIVE shall not be affected.; (d) All obligations under this AGREEMENT shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT is necessary for the continued operation of the EMPLOYERSCOMPANY, (i) by the Director Superintendent of the Office Savings Banks, Department of Thrift Supervision Commerce (hereinafter referred to as the "OTSSuperintendent"), or his or her designee designee, at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the EMPLOYERS COMPANY under the authority contained continued in Section 13(c) of the FDIA or (ii) by the Director of the OTSSuperintendent, or his or her designee, at any time the Director of the OTS, or his or her designee, Superintendent approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS COMPANY or when the EMPLOYERS are COMPANY is determined by the Director of the OTS Superintendent to be in an unsafe or unsound condition. No ; provided, however that no vested rights of the EMPLOYEE EXECUTIVE shall not be affected by any such actiontermination.

Special Regulatory Events. Notwithstanding Section 4 of this AGREEMENT, the obligations of the EMPLOYERS EMPLOYER to the EMPLOYEE shall be as follows in the event of the following circumstances: (a) If the EMPLOYEE is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERS' EMPLOYER's affairs by a notice served under section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (hereinafter referred to as the "FDIA"), the EMPLOYERS' EMPLOYER'S obligations under this AGREEMENT shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS EMPLOYER may, in their its discretion, pay the EMPLOYEE all or part of the compensation withheld while the obligations in this AGREEMENT were suspended and reinstate, in whole or in part, any of the obligations that were suspended. (b) If the EMPLOYEE is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERS' EMPLOYER's affairs by an order issued under Section 8(e)(4) or (g)(1) of the FDIA, all obligations of the EMPLOYERS EMPLOYER under this AGREEMENT shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE shall not be affected by such termination. (c) If the EMPLOYERS are EMPLOYER is in default, default as defined in section 3(x)(1) of the FDIA, all obligations under this AGREEMENT shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE shall not be affected. (d) All obligations under this AGREEMENT shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT is necessary for the continued operation of the EMPLOYERSEMPLOYER, (i) by the Director of the Office of Thrift Supervision (hereinafter referred to as the "OTS"), or his or her designee at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the EMPLOYERS EMPLOYER under the authority contained in Section 13(c) of the FDIA or (ii) by the Director of the OTS, or his or her designee, at any time the Director of the OTS, or his or her designee, approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS EMPLOYER or when the EMPLOYERS are EMPLOYER is determined by the Director of the OTS to be in an unsafe or unsound condition. No vested rights of the EMPLOYEE shall be affected by any such action.

Special Regulatory Events. Notwithstanding Section 4 of this AGREEMENT, the obligations of the EMPLOYERS EMPLOYER to the EMPLOYEE shall be as follows in the event of the following circumstances: (a) If the EMPLOYEE is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERS' EMPLOYER's affairs by a notice served under section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (hereinafter referred to as the "FDIA"), the EMPLOYERS' EMPLOYER's obligations under this AGREEMENT shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS may, in their discretion, EMPLOYER shall pay the EMPLOYEE all or part of the compensation withheld while the obligations in this AGREEMENT were suspended and reinstate, in whole or in part, any of the obligations that were suspended.; (b) If the EMPLOYEE is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERS' EMPLOYER's affairs by an order issued under Section 8(e)(4) or (g)(1) of the FDIA, all obligations of the EMPLOYERS EMPLOYER under this AGREEMENT shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE shall not be affected by such termination.; (c) If the EMPLOYERS are EMPLOYER is in default, as defined in section 3(x)(1) of the FDIA, all obligations under this AGREEMENT shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE shall not be affected.; (d) All obligations under this AGREEMENT shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT is necessary for the continued operation of the EMPLOYERSEMPLOYER, (i) by the Director of the Office of Thrift Supervision (hereinafter referred to as the "OTS"), or his or her designee at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the EMPLOYERS EMPLOYER under the authority contained in Section 13(c) of the FDIA or (ii) by the Director of the OTS, or his or her designee, at any time the Director of the OTS, or his or her designee, OTS approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS EMPLOYER or when the EMPLOYERS are EMPLOYER is determined by the Director of the OTS to be in an unsafe or unsound condition. No ; provided, however that no vested rights of the EMPLOYEE shall be affected by any such actiontermination; and (e) The provisions of this Section 5 are governed by the requirements of 12 C.F.R. Section 563.39(b) and in the event that any statements in this Section 5 are inconsistent with 12 C.F.R. Section 563.39(b), the provisions of 12 C.F.R. Section 563.39(b) shall be controlling.

Special Regulatory Events. Notwithstanding Section 4 of this AGREEMENT, the obligations of the EMPLOYERS to the EMPLOYEE shall be as follows in the event of the following circumstances: (a) If the EMPLOYEE is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERS' affairs by a notice served under section 8(e)(38(e) (3) or (g)(1g) (1) of the Federal Deposit Insurance Act (hereinafter referred to as the "FDIA"), the EMPLOYERS' obligations under this AGREEMENT shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS may, in their its discretion, pay the EMPLOYEE all or part of the compensation withheld while the obligations in this AGREEMENT were suspended and reinstate, in whole or in part, any of the obligations that were suspended. (b) If the EMPLOYEE is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERS' affairs by an order issued under Section 8(e)(48(e) (4) or (g)(1g) (l) of the FDIA, all obligations of the EMPLOYERS under this AGREEMENT shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE shall not be affected by such termination. (c) If the EMPLOYERS are in default, as defined in section 3(x)(13(x) (1) of the FDIA, all obligations under this AGREEMENT shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE shall not be affected. (d) All obligations under this AGREEMENT shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT is necessary for the continued operation of the EMPLOYERS, (i) by the Director of the Office of Thrift Supervision (hereinafter referred to as the "OTS"), or his or her designee at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the EMPLOYERS under the authority contained in Section 13(c) of the FDIA or (ii) by the Director of the OTS, or his or her designee, at any time the Director of the OTS, or his or her designee, approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS or when the EMPLOYERS are determined by the Director of the OTS to be in an unsafe or unsound condition. No vested rights of the EMPLOYEE shall be affected by any such action.

Special Regulatory Events. Notwithstanding Section 4 of this AGREEMENT, the obligations of the EMPLOYERS EMPLOYER to the EMPLOYEE shall be as follows in the event of the following circumstances: (a) If the EMPLOYEE is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERS' EMPLOYER's affairs by a notice served under section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (hereinafter referred to as the "FDIA"), the EMPLOYERS' EMPLOYER's obligations under this AGREEMENT shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS may, in their discretion, EMPLOYER shall pay the EMPLOYEE all or part of the compensation withheld while the obligations in this AGREEMENT were suspended and reinstate, in whole or in part, any of the obligations that were suspended.; (b) If the EMPLOYEE is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERS' EMPLOYER's affairs by an order issued under Section 8(e)(4) or (g)(1) of the FDIA, all obligations of the EMPLOYERS EMPLOYER under this AGREEMENT shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE shall not be affected by such termination.; (c) If the EMPLOYERS are EMPLOYER is in default, as defined in section 3(x)(1) of the FDIA, all obligations under this AGREEMENT shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE shall not be affected.; (d) All obligations under this AGREEMENT shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT is necessary for the continued operation of the EMPLOYERSEMPLOYER, (i) by the Director of the Office of Thrift Supervision (hereinafter referred to as the "OTS"), or his or her designee at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the EMPLOYERS EMPLOYER under the authority contained in Section 13(c) of the FDIA or (ii) by the Director of the OTS, or his or her designee, at any time the Director of the OTS, or his or her designee, OTS approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS EMPLOYER or when the EMPLOYERS are EMPLOYER is determined by the Director of the OTS to be in an unsafe or unsound condition. No ; provided, however that no vested rights of the EMPLOYEE shall not be affected by any such actiontermination; and (e) The provisions of this Section 5 are governed by the requirements of 12 C.F.R. Section 563b.39(b) and in the event that any statements in this Section 5 are inconsistent with 12 C.F.R. Section 563b.39(b), the provisions of 12 C.F.R. Section 563b.39(b) shall be controlling.

Special Regulatory Events. Notwithstanding the provisions of Section 4 of this AGREEMENT, the obligations of the EMPLOYERS COMPANY to the EMPLOYEE shall be as follows in the event of the following circumstances: (a) If the EMPLOYEE is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERS' COMPANY's affairs by a notice served under section 8(e)(3) or (g)(18(g)(1) of the Federal Deposit Insurance Act (hereinafter referred to as the "FDIA"), the EMPLOYERS' COMPANY's obligations under this AGREEMENT shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS may, in their discretion, COMPANY shall pay the EMPLOYEE all or part of the compensation withheld while the obligations in this AGREEMENT were suspended and reinstate, in whole or in part, any of the obligations that were suspended.; (b) If the EMPLOYEE is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERS' COMPANY's affairs by an order issued under Section 8(e)(4) or (g)(18(g)(1) of the FDIA, all obligations of the EMPLOYERS COMPANY under this AGREEMENT shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE shall not be affected by such termination.; (c) If the EMPLOYERS are COMPANY is in default, as defined in section 3(x)(1) of the FDIA, all obligations under this AGREEMENT shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE shall not be affected.; (d) All obligations under this AGREEMENT shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT is necessary for the continued operation of the EMPLOYERSCOMPANY, (i) by the Director of the Office of Thrift Supervision (hereinafter referred to as the "OTS"), or his or her designee designee, at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the EMPLOYERS COMPANY under the authority contained in Section 13(c) of the FDIA or (ii) by the Director of the OTS, or his or her designee, at any time the Director of the OTS, or his or her designee, OTS approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS COMPANY or when the EMPLOYERS are COMPANY is determined by the Director of the OTS to be in an unsafe or unsound condition. No ; provided, however that no vested rights of the EMPLOYEE shall not be affected by any such actiontermination; and (e) The provisions of this Section 5 are governed by the requirements of 12 C.F.R. Section 563.39(b) and in the event that any statements in this Section 5 are inconsistent with 12 C.F.R. Section 563.39(b), the provisions of 12 C.F.R. Section 563.39(b) shall be controlling.

Special Regulatory Events. Notwithstanding Section 4 of this AGREEMENT, the obligations of the EMPLOYERS to the EMPLOYEE shall be as follows in the event of the following circumstances: (a) If the EMPLOYEE is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERS' MFFC's or MILTXX XXXERAL's affairs by a notice served under section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (hereinafter referred to as the "FDIA"), the EMPLOYERS' obligations under this AGREEMENT shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS may, in their discretion, pay the EMPLOYEE all or part of the compensation withheld while the obligations in this AGREEMENT were suspended and reinstate, in whole or in part, any of the obligations that were suspended. (b) If the EMPLOYEE is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERS' MFFC's or MILTXX XXXERAL's affairs by an order issued under Section 8(e)(4) or (g)(1) of the FDIA, all obligations of the EMPLOYERS under this AGREEMENT shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE shall not be affected by such termination. (c) If the EMPLOYERS are MILTXX XXXERAL is in default, default as defined in section 3(x)(1) of the FDIA, all obligations under this AGREEMENT shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE shall not be affected. (d) All obligations under this AGREEMENT shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT is necessary for the continued operation of the EMPLOYERS, (i) by the Director of the Office of Thrift Supervision (hereinafter referred to as the "OTS"), or his or her designee at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the EMPLOYERS MILTXX XXXERAL under the authority contained in Section 13(c) of the FDIA or (ii) by the Director of the OTS, or his or her designee, at any time the Director of the OTS, or his or her designee, approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS MILTXX XXXERAL or when the EMPLOYERS are MILTXX XXXERAL is determined by the Director of the OTS to be in an unsafe or unsound condition. No vested rights of the EMPLOYEE shall be affected by any such action.

Special Regulatory Events. Notwithstanding Section 4 1 of this AGREEMENTAgreement, the obligations of the EMPLOYERS POTTERS to the EMPLOYEE ELB shall be as follows in the event of the following circumstances: (a) If the EMPLOYEE ELB is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERSPOTTERS' affairs by a notice served under section 8(e)(38(e) (3) or (g)(1g) (1) of the Federal Deposit Insurance Act (hereinafter referred to as the "FDIA"), the EMPLOYERSPOTTERS' obligations under this AGREEMENT Agreement shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS may, in their discretion, pay the EMPLOYEE all or part of the compensation withheld while the obligations in this AGREEMENT were suspended and reinstate, in whole or in part, any of the obligations that were suspended. (b) If the EMPLOYEE ELB is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERSPOTTERS' affairs by an order issued under Section 8(e)(48(e) (4) or (g)(1g) (l) of the FDIA, all obligations of the EMPLOYERS POTTERS under this AGREEMENT Agreement shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE ELB shall not be affected by such termination. (c) If the EMPLOYERS are POTTERS is in default, as defined in section 3(x)(13(x) (1) of the FDIA, all obligations under this AGREEMENT Agreement shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE ELB shall not be affected. (d) All obligations under this AGREEMENT Agreement shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT Agreement is necessary for the continued operation of the EMPLOYERSPOTTERS, (i) by the Director of the Office of Thrift Supervision Federal Deposit Insurance Corporation (hereinafter referred to as the "OTSFDIC"), or his or her designee ) at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation FDIC enters into an agreement to provide assistance to or on behalf of the EMPLOYERS POTTERS under the authority contained in Section 13(c) of the FDIA or (ii) by the Director of the OTS, or his or her designee, FDIC at any time the Director of the OTS, or his or her designee, FDIC approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS POTTERS or when the EMPLOYERS are POTTERS is determined by the Director of the OTS FDIC to be in an unsafe or unsound condition. No vested rights of the EMPLOYEE ELB shall be affected by any such action.

Special Regulatory Events. Notwithstanding Section 4 of this AGREEMENT, the obligations of the EMPLOYERS to the EMPLOYEE shall be as follows in the event of the following circumstances: (a) If the EMPLOYEE is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERS' Peoples Federal's affairs by a notice served under section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (hereinafter referred to as the "FDIA"), the EMPLOYERS' obligations under this AGREEMENT shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS may, in their discretion, pay the EMPLOYEE all or part of the compensation withheld while the obligations in this AGREEMENT were suspended and reinstate, in whole or in part, any of the obligations that were suspended. (b) If the EMPLOYEE is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERS' Peoples Federal's or PFC's affairs by an order issued under Section 8(e)(4) or (g)(1) of the FDIA, all obligations of the EMPLOYERS under this AGREEMENT shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE shall not be affected by such termination. (c) If the EMPLOYERS are Peoples Federal is in default, default as defined in section 3(x)(1) of the FDIA, all obligations under this AGREEMENT shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE shall not be affected. (d) All obligations under this AGREEMENT shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT is necessary for the continued operation of the EMPLOYERS, (i) by the Director of the Office of Thrift Supervision (hereinafter referred to as the "OTS"), or his or her designee at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the EMPLOYERS Peoples Federal under the authority contained in Section 13(c) of the FDIA or (ii) by the Director of the OTS, or his or her designee, at any time the Director of the OTS, or his or her designee, approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS Peoples Federal or when the EMPLOYERS are Peoples Federal is determined by the Director of the OTS to be in an unsafe or unsound condition. No vested rights of the EMPLOYEE shall be affected by any such action.

Special Regulatory Events. Notwithstanding Section 4 of this AGREEMENT, the obligations of the EMPLOYERS EMPLOYER to the EMPLOYEE shall be as follows in the event of the following circumstances: (a) If the EMPLOYEE is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERS' EMPLOYER'S affairs by a notice served under section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (hereinafter referred to as the "FDIA"), the EMPLOYERS' EMPLOYER'S obligations under this AGREEMENT shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS EMPLOYER may, in their its discretion, pay the EMPLOYEE all or part of the compensation withheld while the obligations in this AGREEMENT were suspended and reinstate, in whole or in part, any of the obligations that were suspended. (b) If the EMPLOYEE is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERS' EMPLOYER'S affairs by an order issued under Section 8(e)(4) or (g)(1) of the FDIA, all obligations of the EMPLOYERS EMPLOYER under this AGREEMENT shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE shall not be affected by such termination. (c) If the EMPLOYERS are EMPLOYER is in default, default as defined in section 3(x)(1) of the FDIA, all obligations under this AGREEMENT shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE shall not be affected. (d) All obligations under this AGREEMENT shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT is necessary for the continued operation of the EMPLOYERSEMPLOYER, (i) by the Director of the Office of Thrift Supervision (hereinafter referred to as the "OTS"), or his her or her designee at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the EMPLOYERS Peoples Federal under the authority contained in Section 13(c) of the FDIA or (ii) by the Director of the OTS, or his her or her designee, at any time the Director of the OTS, or his her or her designee, approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS or when the EMPLOYERS are EMPLOYER is determined by the Director of the OTS to be in an unsafe or unsound condition. No vested rights of the EMPLOYEE shall be affected by any such action.

Special Regulatory Events. Notwithstanding Section 4 of this AGREEMENT, the obligations of the EMPLOYERS to the EMPLOYEE shall be as follows in the event of the following circumstances: (a) If the EMPLOYEE is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERS' affairs by a notice served under section Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (hereinafter referred to as the "FDIA"), the EMPLOYERS' obligations under this AGREEMENT shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS may, in their discretion, pay the EMPLOYEE all or part of the compensation withheld while the obligations in this AGREEMENT were suspended and reinstate, in whole or in part, any of the obligations that were suspended. (b) If the EMPLOYEE is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERS' affairs by an order issued under Section 8(e)(4) or (g)(1) of the FDIA, all obligations of the EMPLOYERS under this AGREEMENT shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE shall not be affected by such termination. (c) If the EMPLOYERS are in default, as defined in section Section 3(x)(1) of the FDIA, all obligations under this AGREEMENT shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE shall not be affected. (d) All obligations under this AGREEMENT shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT is necessary for the continued operation of the EMPLOYERS, (i) by the Director of the Office of Thrift Supervision (hereinafter referred to as the "OTS"), or his or her designee designee, at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the EMPLOYERS under the authority contained in Section 13(c) of the FDIA FDIA; or (ii) by the Director of the OTS, or his or her designee, at any time the Director of the OTS, or his or her designee, approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS or when the EMPLOYERS are determined by the Director of the OTS to be in an unsafe or unsound condition. No vested rights of the EMPLOYEE shall be affected by any such action.

Special Regulatory Events. Notwithstanding Section 4 2 of this AGREEMENT, the obligations of the EMPLOYERS EMPLOYER to the EMPLOYEE shall be as follows in the event of the following circumstances: (a) If the EMPLOYEE is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERS' EMPLOYER's affairs by a notice served under section 8(e)(3Section 8(e) (3) or (g)(1g) (1) of the Federal Deposit Insurance Act (hereinafter referred to as the "FDIA"), the EMPLOYERS' EMPLOYER's obligations under this AGREEMENT shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS may, in their discretion, EMPLOYER shall (i) pay the EMPLOYEE all or part of the compensation withheld while the obligations in this AGREEMENT were suspended and reinstate, in whole or in part, (ii) reinstate any of the obligations that were suspended. (b) If the EMPLOYEE is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERS' EMPLOYER's affairs by an order issued under Section 8(e)(48(e) (4) or (g)(1g) (1) of the FDIA, all obligations of the EMPLOYERS EMPLOYER under this AGREEMENT shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE shall not be affected by such termination. (c) If the EMPLOYERS are EMPLOYER is in default, default as defined in section Section 3(x)(1) of the FDIA, all obligations under this AGREEMENT shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE shall not be affected. (d) All obligations under this AGREEMENT shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT is necessary for the continued operation of the EMPLOYERSEMPLOYER, (i) by the Director of the Office of Thrift Supervision (hereinafter referred to as the "OTS"), or his or her his designee at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the EMPLOYERS EMPLOYER under the authority contained in Section 13(c) of the FDIA or (ii) by the Director of the OTS, or his or her his designee, at any time the Director of the OTS, or his or her his designee, approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS EMPLOYER or when the EMPLOYERS are EMPLOYER is determined by the Director of the OTS to be in an unsafe or unsound condition. No vested rights of the EMPLOYEE shall be affected by any such action.

Special Regulatory Events. Notwithstanding the provisions of Section 4 of this AGREEMENT, the obligations of the EMPLOYERS BANK to the EMPLOYEE shall be as follows in the event of the following circumstances: (a) If the EMPLOYEE is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERS' BANK’s affairs by a notice served under section 8(e)(38 (e)(3) or (g)(18(g)(l) of the Federal Deposit Insurance Act (hereinafter referred to as the "“FDIA"”), the EMPLOYERS' BANK’s obligations under this AGREEMENT shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS may, in their discretion, BANK shall pay the EMPLOYEE all or part of the compensation withheld while the obligations in this AGREEMENT were suspended and reinstate, in whole or in part, any of the obligations that were suspended.; (b) If the EMPLOYEE is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERS' BANK’s affairs by an order issued under Section 8(e)(4) or (g)(18(g)(l) of the FDIA, all obligations of the EMPLOYERS BANK under this AGREEMENT shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE shall not be affected by such termination.; (c) If the EMPLOYERS are BANK is in default, as defined in section 3(x)(13(x)(l) of the FDIA, all obligations under this AGREEMENT shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE shall not be affected.; (d) All obligations under this AGREEMENT shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT is necessary for the continued operation of the EMPLOYERSBANK, (i) by the Director of the Office of Thrift Supervision (hereinafter referred to as the "“OTS"”), or his or her designee designee, at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the EMPLOYERS BANK under the authority contained in Section 13(c) of the FDIA or (ii) by the Director of the OTS, or his or her designee, at any time the Director of the OTS, or his or her designee, OTS approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS BANK or when the EMPLOYERS are BANK is determined by the Director of the OTS to be in an unsafe or unsound condition. No ; provided, however, that no vested rights of the EMPLOYEE shall be affected by any such actiontermination; and (e) The provisions of this Section 5 are governed by the requirements of 12 C.F.R. §563.39(b) and in the event that any statements in this Section 5 are inconsistent with 12 C.F.R. §563.39(b), the provisions of 12 C.F.R. §563.39(b) shall be controlling.

Special Regulatory Events. Notwithstanding Section 4 2 of this AGREEMENT, the obligations of the EMPLOYERS XXXXXX to the EMPLOYEE shall be as follows in the event of the following circumstances: (a) If the EMPLOYEE is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERS' XXXXXX'X affairs by a notice served under section Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (hereinafter referred to as the "FDIA"), the EMPLOYERS' XXXXXX'X obligations under this AGREEMENT shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS may, in their discretion, XXXXXX shall (i) pay the EMPLOYEE all or part of the compensation withheld while the obligations in this AGREEMENT were suspended and reinstate, in whole or in part, (ii) reinstate any of the obligations that were suspended. (b) If the EMPLOYEE is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERS' XXXXXX'X affairs by an order issued under Section 8(e)(4) or (g)(1) of the FDIA, all obligations of the EMPLOYERS XXXXXX under this AGREEMENT shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE shall not be affected by such termination. (c) If the EMPLOYERS are XXXXXX is in default, default as defined in section Section 3(x)(1) of the FDIA, all obligations under this AGREEMENT shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE shall not be affected. (d) All obligations under this AGREEMENT shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT is necessary for the continued operation of the EMPLOYERSXXXXXX, (i) by the Director of the Office of Thrift Supervision (hereinafter referred to as the "OTS"), or his or her designee designee, at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the EMPLOYERS XXXXXX under the authority contained in Section 13(c) of the FDIA FDIA; or (ii) by the Director of the OTS, or his or her designee, at any time the Director of the OTS, or his or her designee, approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS XXXXXX or when the EMPLOYERS are XXXXXX is determined by the Director of the OTS to be in an unsafe or unsound condition. No vested rights of the EMPLOYEE shall be affected by any such action.

Special Regulatory Events. Notwithstanding the provisions of Section 4 of this AGREEMENT, the obligations of the EMPLOYERS BANK to the EMPLOYEE shall be as follows in the event of the following circumstances: (a) If the EMPLOYEE is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERS' BANK's affairs by a notice served under section 8(e)(3) or (g)(18(g)(1) of the Federal Deposit Insurance Act (hereinafter referred to as the "FDIA"), the EMPLOYERS' BANK's obligations under this AGREEMENT shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS may, in their discretion, BANK shall pay the EMPLOYEE all or part of the compensation withheld while the obligations in this AGREEMENT were suspended and reinstate, in whole or in part, any of the obligations that were suspended.; (b) If the EMPLOYEE is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERS' BANK's affairs by an order issued under Section 8(e)(4) or (g)(18(g)(1) of the FDIA, all obligations of the EMPLOYERS BANK under this AGREEMENT shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE shall not be affected by such termination.; (c) If the EMPLOYERS are BANK is in default, as defined in section 3(x)(1) of the FDIA, all obligations under this AGREEMENT shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE shall not be affected.; (d) All obligations under this AGREEMENT shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT is necessary for the continued operation of the EMPLOYERSBANK, (i) by the Director of the Office of Thrift Supervision (hereinafter referred to as the "OTS"), or his or her designee designee, at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the EMPLOYERS BANK under the authority contained in Section 13(c) of the FDIA or (ii) by the Director of the OTS, or his or her designee, at any time the Director of the OTS, or his or her designee, OTS approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS BANK or when the EMPLOYERS are BANK is determined by the Director of the OTS to be in an unsafe or unsound condition. No ; provided, however that no vested rights of the EMPLOYEE shall not be affected by any such actiontermination; and (e) The provisions of this Section 5 are governed by the requirements of 12 C.F.R. Section 563.39(b) and in the event that any statements in this Section 5 are inconsistent with 12 C.F.R. Section 563.39(b), the provisions of 12 C.F.R. Section 563.39(b) shall be controlling.

Special Regulatory Events. Notwithstanding Section 4 of this AGREEMENT, the obligations of the EMPLOYERS to the EMPLOYEE shall be as follows in the event of the following circumstances: (a) If the EMPLOYEE is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERS' affairs by a notice served under section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (hereinafter referred to as the "FDIA"), the EMPLOYERS' obligations under this AGREEMENT shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS may, in their discretion, pay the EMPLOYEE all or part of the compensation withheld while the obligations in this AGREEMENT were suspended and reinstate, in whole or in part, any of the obligations that were suspended. (b) If the EMPLOYEE is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERS' affairs by an order issued under Section 8(e)(4) or (g)(1g)(l) of the FDIA, all obligations of the EMPLOYERS under this AGREEMENT shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE shall not be affected by such termination. (c) If the EMPLOYERS are in default, as defined in section 3(x)(1) of the FDIA, all obligations under this AGREEMENT shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE shall not be affected. (d) All obligations under this AGREEMENT shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT is necessary for the continued operation of the EMPLOYERS, (i) by the Director of the Office of Thrift Supervision (hereinafter referred to as the "OTS"), or his or her designee at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the EMPLOYERS under the authority contained in Section 13(c) of the FDIA or (ii) by the Director of the OTS, or his or her designee, at any time the Director of the OTS, or his or her designee, approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS or when the EMPLOYERS are determined by the Director of the OTS to be in an unsafe or unsound condition. No vested rights of the EMPLOYEE shall be affected by any such action.

Special Regulatory Events. Notwithstanding Section 4 of this AGREEMENT, the obligations of the EMPLOYERS EMPLOYER to the EMPLOYEE shall be as follows in the event of the following circumstances: (a) If the EMPLOYEE is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERS' EMPLOYER’s affairs by a notice served under section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (hereinafter referred to as the "“FDIA"”), the EMPLOYERS' EMPLOYER’s obligations under this AGREEMENT shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS may, in their discretion, EMPLOYER shall pay the EMPLOYEE all or part of the compensation withheld while the obligations in this AGREEMENT were suspended and reinstate, in whole or in part, any of the obligations that were suspended.; (b) If the EMPLOYEE is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERS' EMPLOYER’s affairs by an order issued under Section 8(e)(4) or (g)(1) of the FDIA, all obligations of the EMPLOYERS EMPLOYER under this AGREEMENT shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE shall not be affected by such termination.; (c) If the EMPLOYERS are EMPLOYER is in default, as defined in section 3(x)(1) of the FDIA, all obligations under this AGREEMENT shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE shall not be affected.; (d) All obligations under this AGREEMENT shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT is necessary for the continued operation of the EMPLOYERSEMPLOYER, (i) by the Director of the Office of Thrift Supervision (hereinafter referred to as the "OTS"), or his or her designee at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the EMPLOYERS EMPLOYER under the authority contained in Section 13(c) of the FDIA or (ii) by the Director of the OTS, or his or her designee, at any time the Director of the OTS, or his or her designee, OTS approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS EMPLOYER or when the EMPLOYERS are EMPLOYER is determined by the Director of the OTS to be in an unsafe or unsound condition. No ; provided, however that no vested rights of the EMPLOYEE shall be affected by any such actiontermination; and (e) The provisions of this Section 5 are governed by the requirements of 12 C.F.R. §563.39(b) and in the event that any statements in this Section 5 are inconsistent with 12 C.F.R. §563.39(b), the provisions of 12 C.F.R. §563.39(b) shall be controlling.

Special Regulatory Events. Notwithstanding the provisions of Section 4 of this AGREEMENT, the obligations of the EMPLOYERS BANK to the EMPLOYEE shall be as follows in the event of the following circumstances: (a) If the EMPLOYEE is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERS' BANK’s affairs by a notice served under section 8(e)(38 (e)(3) or (g)(18(g)(1) of the Federal Deposit Insurance Act (hereinafter referred to as the "“FDIA"”), the EMPLOYERS' BANK’s obligations under this AGREEMENT shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS may, in their discretion, BANK shall pay the EMPLOYEE all or part of the compensation withheld while the obligations in this AGREEMENT were suspended and reinstate, in whole or in part, any of the obligations that were suspended.; (b) If the EMPLOYEE is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERS' BANK’s affairs by an order issued under Section 8(e)(4) or (g)(18(g)(1) of the FDIA, all obligations of the EMPLOYERS BANK under this AGREEMENT shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE shall not be affected by such termination.; (c) If the EMPLOYERS are BANK is in default, as defined in section 3(x)(1) of the FDIA, all obligations under this AGREEMENT shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE shall not be affected.; (d) All obligations under this AGREEMENT shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT is necessary for the continued operation of the EMPLOYERSBANK, (i) by the Director of the Office of Thrift Supervision (hereinafter referred to as the "“OTS"”), or his or her designee designee, at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the EMPLOYERS BAND under the authority contained in Section 13(c) of the FDIA or (ii) by the Director of the OTS, or his or her designee, at any time the Director of the OTS, or his or her designee, OTS approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS BANK or when the EMPLOYERS are BANK is determined by the Director of the OTS to be in an unsafe or unsound condition. No ; provided, however, that no vested rights of the EMPLOYEE shall be affected by any such actiontermination; and (e) The provisions of this Section 5 are governed by the requirements of 12 C.F.R. §563.39(b) and in the event that any statements in this Section 5 are inconsistent with 12 C.F.R. §563.39(b), the provisions of 12 C.F.R. §563.39(b) shall be controlling.

Special Regulatory Events. Notwithstanding the provisions of Section 4 of this AGREEMENT, the obligations of the EMPLOYERS BANK to the EMPLOYEE shall be as follows in the event of the following circumstances: (a) If the EMPLOYEE is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERS' BANK’s affairs by a notice served under section 8(e)(38 (e)(3) or (g)(18(g)(l) of the Federal Deposit Insurance Act (hereinafter referred to as the "“FDIA"”), the EMPLOYERS' BANK’s obligations under this AGREEMENT shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS may, in their discretion, BANK shall pay the EMPLOYEE all or part of the compensation withheld while the obligations in this AGREEMENT were suspended and reinstate, in whole or in part, any of the obligations that were suspended.; (b) If the EMPLOYEE is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERS' BANK’s affairs by an order issued under Section 8(e)(4) or (g)(18(g)(l) of the FDIA, all obligations of the EMPLOYERS BANK under this AGREEMENT shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE shall not be affected by such termination.; (c) If the EMPLOYERS are BANK is in default, as defined in section 3(x)(1) of the FDIA, all obligations under this AGREEMENT shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE shall not be affected.; (d) All obligations under this AGREEMENT shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT is necessary for the continued operation of the EMPLOYERSBANK, (i) by the Director of the Office of Thrift Supervision (hereinafter referred to as the "“OTS"”), or his or her designee designee, at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the EMPLOYERS BANK under the authority contained in Section 13(c) of the FDIA or (ii) by the Director of the OTS, or his or her designee, at any time the Director of the OTS, or his or her designee, OTS approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS BANK or when the EMPLOYERS are BANK is determined by the Director of the OTS to be in an unsafe or unsound condition. No ; provided, however, that no vested rights of the EMPLOYEE shall be affected by any such actiontermination; and (e) The provisions of this Section 5 are governed by the requirements of 12 C.F.R. §563.39(b) and in the event that any statements in this Section 5 are inconsistent with 12 C.F.R. §563.39(b), the provisions of 12 C.F.R. §563.39(b) shall be controlling.

Special Regulatory Events. Notwithstanding Section 4 of this AGREEMENT, the obligations of the EMPLOYERS EMPLOYER to the EMPLOYEE shall be as follows in the event of the following circumstances: (a) If the EMPLOYEE is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERS' EMPLOYER's affairs by a notice served under section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (hereinafter referred to as the "FDIA"), the EMPLOYERS' EMPLOYER's obligations under this AGREEMENT shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS EMPLOYER may, in their its discretion, pay the EMPLOYEE all or part of the compensation withheld while the obligations in this AGREEMENT were suspended and reinstate, in whole or in part, any of the obligations that were suspended.; (b) If the EMPLOYEE is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERS' EMPLOYER's affairs by an order issued under Section 8(e)(4) or (g)(1) of the FDIA, all obligations of the EMPLOYERS EMPLOYER under this AGREEMENT shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE shall not be affected by such termination.; (c) If the EMPLOYERS are EMPLOYER is in default, as defined in section sec tion 3(x)(1) of the FDIA, all obligations under this AGREEMENT shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE shall not be affected.; and (d) All obligations under this AGREEMENT shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT is necessary for the continued operation of the EMPLOYERSEMPLOYER, (i) by the Director of the Office of Thrift Supervision (hereinafter referred to as the "OTS"), or his or her designee at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the EMPLOYERS EMPLOYER under the authority contained in Section 13(c) of the FDIA or (ii) by the Director of the OTS, or his or her designee, at any time the Director of the OTS, or his or her designee, OTS approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS EMPLOYER or when the EMPLOYERS are EMPLOYER is determined by the Director of the OTS to be in an unsafe or unsound condition. No vested rights of the EMPLOYEE shall not be affected by any such action.

Special Regulatory Events. Notwithstanding the provisions of Section 4 of this AGREEMENT, the obligations of the EMPLOYERS BANK to the EMPLOYEE shall be as follows in the event of the following circumstances: (a) : If the EMPLOYEE is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERS' BANK's affairs by a notice served under section 8(e)(3) or (g)(18(g)(1) of the Federal Deposit Insurance Act (hereinafter referred to as the "FDIA"), the EMPLOYERS' BANK's obligations under this AGREEMENT shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS may, in their discretion, BANK shall pay the EMPLOYEE all or part of the compensation withheld while the obligations in this AGREEMENT were suspended and reinstate, in whole or in part, any of the obligations that were suspended. (b) ; If the EMPLOYEE is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERS' BANK's affairs by an order issued under Section 8(e)(4) or (g)(18(g)(1) of the FDIA, all obligations of the EMPLOYERS BANK under this AGREEMENT shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE shall not be affected by such termination. (c) ; If the EMPLOYERS are BANK is in default, as defined in section 3(x)(1) of the FDIA, all obligations under this AGREEMENT shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE shall not be affected. (d) ; All obligations under this AGREEMENT shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT is necessary for the continued operation of the EMPLOYERSBANK, (i) by the Director of the Office of Thrift Supervision (hereinafter referred to as the "OTS"), or his or her designee designee, at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the EMPLOYERS BANK under the authority contained in Section 13(c) of the FDIA or (ii) by the Director of the OTS, or his or her designee, at any time the Director of the OTS, or his or her designee, OTS approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS BANK or when the EMPLOYERS are BANK is determined by the Director of the OTS to be in an unsafe or unsound condition. No ; provided, however that no vested rights of the EMPLOYEE shall not be affected by any such action.termination; and

Special Regulatory Events. Notwithstanding Section 4 of this AGREEMENT, the obligations of the EMPLOYERS to the -109- 6 EMPLOYEE shall be as follows in the event of the following circumstances: (a) If the EMPLOYEE is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERS' MFFC's or MILTXX XXXERAL's affairs by a notice served under section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (hereinafter referred to as the "FDIA"), the EMPLOYERS' obligations under this AGREEMENT shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS may, in their discretion, pay the EMPLOYEE all or part of the compensation withheld while the obligations in this AGREEMENT were suspended and reinstate, in whole or in part, any of the obligations that were suspended. (b) If the EMPLOYEE is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERS' MFFC's or MILTXX XXXERAL's affairs by an order issued under Section 8(e)(4) or (g)(1) of the FDIA, all obligations of the EMPLOYERS under this AGREEMENT shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE shall not be affected by such termination. (c) If the EMPLOYERS are MILTXX XXXERAL is in default, default as defined in section 3(x)(1) of the FDIA, all obligations under this AGREEMENT shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE shall not be affected. (d) All obligations under this AGREEMENT shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT is necessary for the continued operation of the EMPLOYERS, (i) by the Director of the Office of Thrift Supervision (hereinafter referred to as the "OTS"), or his or her designee at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the EMPLOYERS MILTXX XXXERAL under the authority contained in Section 13(c) of the FDIA or (ii) by the Director of the OTS, or his or her designee, at any time the Director of the OTS, or his or her designee, approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS MILTXX XXXERAL or when the EMPLOYERS are MILTXX XXXERAL is determined by the Director of the OTS to be in an unsafe or unsound condition. No vested rights of the EMPLOYEE shall be affected by any such action.

Special Regulatory Events. Notwithstanding Section 4 of this AGREEMENTAgreement, the obligations of the EMPLOYERS Employer to the EMPLOYEE Employee shall be as follows in the event of the following circumstances:. (a) a. If the EMPLOYEE Employee is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERS' Employer's affairs by a notice served under section 8(e)(3sections 8(e) (3) or (g)(1g) (1) of the Federal Deposit Insurance Act (hereinafter referred to as the "FDIA"), the EMPLOYERS' Employer's obligations under this AGREEMENT Agreement shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS Employer may, in their its discretion, pay the EMPLOYEE Employee all or part of the compensation withheld while the obligations in this AGREEMENT Agreement were suspended and reinstate, in whole or in part, any of the obligations that were suspended. (b) b. If the EMPLOYEE Employee is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERS' Employer's affairs by an order issued under Section 8(e)(4Sections 8(e) (4) or (g)(1g) (1) of the FDIA, all obligations of the EMPLOYERS Employer under this AGREEMENT Agreement shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE Employee shall not be affected by such terminationTermination. (c) c. If the EMPLOYERS are Employer is in default, default as defined in section 3(x)(13(x) (1) of the FDIA, all obligations under this AGREEMENT Agreement shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE Employee shall not be affected. (d) d. All obligations under this AGREEMENT Agreement shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT Agreement is necessary for the continued operation of the EMPLOYERSEmployer, (i) by the Director of the Office of Thrift Supervision (hereinafter referred to as the "OTS"), or his or her designee at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement Agreement to provide assistance to or on behalf of the EMPLOYERS First Federal Savings and Loan Association of Cullman under the authority contained in Section 13(c) of the FDIA or (ii) by the Director of the OTS, or his or her designee, at any time the Director of the OTS, or his or her designee, approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS or when the EMPLOYERS are Employer, which is determined by the Director of the OTS to be in an unsafe or unsound condition. No vested rights of the EMPLOYEE Employee shall be affected by any such action. e. This Agreement shall at all times comply with 12 C.F.R. Section 563.39(b) and to the extent of any conflict between this Agreement and such regulation, such regulation shall control.

Special Regulatory Events. Notwithstanding Section 4 4(a) and (b) of this AGREEMENT, the obligations of the EMPLOYERS EMPLOYER to the EMPLOYEE shall be as follows in the event of the following circumstances: (a) If the EMPLOYEE is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERS' EMPLOYER's affairs by a notice served under section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (hereinafter referred to as the "FDIA") (12 U.S.C. Section 1818(e)(3), (g)(1)), the EMPLOYERS' EMPLOYER's obligations under this AGREEMENT shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS EMPLOYER may, in their its discretion, (A) pay the EMPLOYEE all or part of the compensation withheld while the obligations in this AGREEMENT were suspended and (B) reinstate, in whole or in part, any of the obligations that were suspended. (b) If the EMPLOYEE is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERS' EMPLOYER's affairs by an order issued under Section 8(e)(4) or (g)(1) of the FDIAFDIA (12 U.S.C. Section 1818(e)(4), (g)(1)), all obligations of the EMPLOYERS EMPLOYER under this AGREEMENT shall terminate as of the effective date of such order; provided, however, that but vested rights of the EMPLOYEE shall not be affected by such terminationaffected. (c) If the EMPLOYERS are EMPLOYER is in default, as defined in section 3(x)(1) of the FDIAFDIA (12 U.S.C. Section 1813(x)(1)), all obligations under this AGREEMENT shall terminate as of the date of default; provided, however, that but vested rights of the EMPLOYEE shall not be affected. (d) All obligations under this AGREEMENT shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT is necessary for the continued operation of the EMPLOYERS, (i) by the Director of the Office of Thrift Supervision (hereinafter referred to as the "OTS"), or his or her designee at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the EMPLOYERS under the authority contained in Section 13(c) of the FDIA or (ii) by the Director of the OTS, or his or her designee, at any time the Director of the OTS, or his or her designee, approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS or when the EMPLOYERS are determined by the Director of the OTS to be in an unsafe or unsound condition. No vested rights of the EMPLOYEE shall be affected by any such action.

Special Regulatory Events. Notwithstanding Section 4 of this AGREEMENT, the obligations of the EMPLOYERS EMPLOYER to the EMPLOYEE shall be as follows in the event of the following circumstances: (a) If the EMPLOYEE is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERS' EMPLOYER's affairs by a notice served under section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (hereinafter referred to as the "FDIA"), the EMPLOYERS' EMPLOYER's obligations under this AGREEMENT shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS EMPLOYER may, in their its discretion, pay the EMPLOYEE all or part of the compensation withheld while the obligations in this AGREEMENT were suspended and reinstate, in whole or in part, any of the obligations that were suspended.; (b) If the EMPLOYEE is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERS' EMPLOYER's affairs by an order issued under Section 8(e)(4) or (g)(1) of the FDIA, all obligations of the EMPLOYERS EMPLOYER under this AGREEMENT shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE shall not be affected by such termination.; (c) If the EMPLOYERS are EMPLOYER is in default, as defined in section 3(x)(1) of the FDIA, all obligations under this AGREEMENT shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE shall not be affected.; (d) All obligations under this AGREEMENT shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT is necessary for the continued operation of the EMPLOYERSEMPLOYER, (i) by the Director of the Office of Thrift Supervision (hereinafter referred to as the "OTS"), or his or her designee at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the EMPLOYERS EMPLOYER under the authority contained in Section 13(c) of the FDIA or (ii) by the Director of the OTS, or his or her designee, at any time the Director of the OTS, or his or her designee, OTS approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS EMPLOYER or when the EMPLOYERS are EMPLOYER is determined by the Director of the OTS to be in an unsafe or unsound condition. No vested rights of the EMPLOYEE shall not be affected by any such action; and (e) The provisions of this Section 5 are governed by the requirements of 12 C.F.R.ss.563.39(b) and in the event that any statements in this Section 5 are inconsistent with 12 C.F.R.ss.563.39(b), the provisions of 12 C.F.R. ss.563.39(b) shall be controlling.

Special Regulatory Events. Notwithstanding the provisions of Section 4 of this AGREEMENT, the obligations of the EMPLOYERS COMPANY to the EMPLOYEE EXECUTIVE shall be as follows in the event of the following circumstances: (a) If the EMPLOYEE EXECUTIVE is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERS' COMPANY'S affairs by a notice served under section 8(e)(3) or (g)(18(g)(1) of the Federal Deposit Insurance Act (hereinafter referred to as the "FDIA"), the EMPLOYERS' COMPANY'S obligations under this AGREEMENT shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS may, in their discretion, COMPANY may pay the EMPLOYEE EXECUTIVE all or part of the compensation withheld while the obligations in this AGREEMENT were suspended and reinstate, in whole or in part, any of the obligations that were suspended.; (b) If the EMPLOYEE EXECUTIVE is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERS' COMPANY'S affairs by an order issued under Section 8(e)(4) or (g)(18(g)(1) of the FDIA, all obligations of the EMPLOYERS COMPANY under this AGREEMENT shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE EXECUTIVE shall not be affected by such termination.; (c) If the EMPLOYERS are COMPANY is in default, as defined in section 3(x)(1) of the FDIA, all obligations under this AGREEMENT shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE EXECUTIVE shall not be affected.; (d) All obligations under this AGREEMENT shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT is necessary for the continued operation of the EMPLOYERSCOMPANY, (i) by the Director Superintendent f Savings Banks, Department of the Office of Thrift Supervision Commerce (hereinafter referred to as the "OTSSuperintendent"), or his or her designee designee, at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the EMPLOYERS COMPANY under the authority contained continued in Section 13(c) of the FDIA or (ii) by the Director of the OTSSuperintendent, or his or her designee, at any time the Director of the OTS, or his or her designee, Superintentdent approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS COMPANY or when the EMPLOYERS are COMPANY is determined by the Director of the OTS Superintendent to be in an unsafe or unsound condition. No ; provided, however that no vested rights of the EMPLOYEE EXECUTIVE shall not be affected by any such action.termination; and

Special Regulatory Events. Notwithstanding Section 4 of this AGREEMENT, the obligations of the EMPLOYERS EMPLOYER to the EMPLOYEE shall be as follows in the event of the following circumstances: (a) If the EMPLOYEE is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERS' EMPLOYER's affairs by a notice served under section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (hereinafter referred to as the "FDIA"), the EMPLOYERS' EMPLOYER's obligations under this AGREEMENT shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS may, in their discretion, EMPLOYER shall pay the EMPLOYEE all or part of the compensation withheld while the obligations in this AGREEMENT were suspended and reinstate, in whole or in part, any of the obligations that were suspended.; (b) If the EMPLOYEE is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERS' EMPLOYER's affairs by an order issued under Section 8(e)(4) or (g)(1) of the FDIA, all obligations of the EMPLOYERS EMPLOYER under this AGREEMENT shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE shall not be affected by such termination.; (c) If the EMPLOYERS are EMPLOYER is in default, as defined in section 3(x)(1) of the FDIA, all obligations under this AGREEMENT shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE shall not be affected.; (d) All obligations under this AGREEMENT shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT is necessary for the continued operation of the EMPLOYERSEMPLOYER, (i) by the Director of the Office of Thrift Supervision (hereinafter referred to as the "OTS"), or his or her designee at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the EMPLOYERS EMPLOYER under the authority contained in Section 13(c) of the FDIA or (ii) by the Director of the OTS, or his or her designee, at any time the Director of the OTS, or his or her designee, OTS approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS EMPLOYER or when the EMPLOYERS are EMPLOYER is determined by the Director of the OTS to be in an unsafe or unsound condition. No ; provided, however that no vested rights of the EMPLOYEE shall be affected by any such actiontermination; and (e) The provisions of this Section 5 are governed by the requirements of 12 C.F.R. ss. 563.39(b) and in the event that any statements in this Section 5 are inconsistent with 12 C.F.R. ss. 563.39(b), the provisions of 12 C.F.R. ss. 563.39(b) shall be controlling.

Special Regulatory Events. Notwithstanding Section 4 2 of this AGREEMENT, the obligations of the EMPLOYERS EMPLOYER to the EMPLOYEE shall be as follows in the event of the following circumstances: (a) If the EMPLOYEE is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERS' EMPLOYER's affairs by a notice served under section Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (hereinafter referred to as the "FDIA"), the EMPLOYERS' EMPLOYER's obligations under this AGREEMENT shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS may, in their discretion, EMPLOYER shall (i) pay the EMPLOYEE all or part of the compensation withheld while the obligations in this AGREEMENT were suspended and reinstate, in whole or in part, (ii) reinstate any of the obligations that were suspended. (b) If the EMPLOYEE is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERS' EMPLOYER's affairs by an order issued under Section 8(e)(4) or (g)(1) of the FDIA, all obligations of the EMPLOYERS EMPLOYER under this AGREEMENT shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE shall not be affected by such termination. (c) If the EMPLOYERS are EMPLOYER is in default, default as defined in section Section 3(x)(1) of the FDIA, all obligations under this AGREEMENT shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE shall not be affected. (d) All obligations under this AGREEMENT shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT is necessary for the continued operation of the EMPLOYERSEMPLOYER, (i) by the Director of the Office of Thrift Supervision (hereinafter referred to as the "OTS"), or his or her designee at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the EMPLOYERS EMPLOYER under the authority contained in Section 13(c) of the FDIA or (ii) by the Director of the OTS, or his or her designee, at any time the Director of the OTS, or his or her designee, approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS EMPLOYER or when the EMPLOYERS are EMPLOYER is determined by the Director of the OTS to be in an unsafe or unsound condition. No vested rights of the EMPLOYEE shall be affected by any such action.

Special Regulatory Events. Notwithstanding the provisions of Section 4 of this AGREEMENT, the obligations of the EMPLOYERS BANK to the EMPLOYEE shall be as follows in the event of the following circumstances: (a) If the EMPLOYEE is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERS' BANK’s affairs by a notice served under section 8(e)(3) or (g)(18(g)(l) of the Federal Deposit Insurance Act (hereinafter referred to as the "“FDIA"”), the EMPLOYERS' BANK’s obligations under this AGREEMENT shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS may, in their discretion, BANK shall pay the EMPLOYEE all or part of the compensation withheld while the obligations in this AGREEMENT were suspended and reinstate, in whole or in part, any of the obligations that were suspended.; (b) If the EMPLOYEE is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERS' BANK’s affairs by an order issued under Section 8(e)(4) or (g)(18(g)(l) of the FDIA, all obligations of the EMPLOYERS BANK under this AGREEMENT shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE shall not be affected by such termination.; (c) If the EMPLOYERS are BANK is in default, as defined in section 3(x)(1) of the FDIA, all obligations under this AGREEMENT shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE shall not be affected.; (d) All obligations under this AGREEMENT shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT is necessary for the continued operation of the EMPLOYERSBANK, (i) by the Director of the Office of Thrift Supervision (hereinafter referred to as the "“OTS"”), or his or her designee designee, at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the EMPLOYERS BANK under the authority contained in Section 13(c) of the FDIA or (ii) by the Director of the OTS, or his or her designee, at any time the Director of the OTS, or his or her designee, OTS approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS BANK or when the EMPLOYERS are BANK is determined by the Director of the OTS to be in an unsafe or unsound condition. No ; provided, however, that no vested rights of the EMPLOYEE shall be affected by any such actiontermination; and (e) The provisions of this Section 5 are governed by the requirements of 12 C.F.R. §563.39(b) and in the event that any statements in this Section 5 are inconsistent with 12 C.F.R. §563.39(b), the provisions of 12 C.F.R. §563.39(b) shall be controlling.

Special Regulatory Events. Notwithstanding Section 4 1 of this AGREEMENTAgreement, the obligations of the EMPLOYERS POTTERS to the EMPLOYEE ASM shall be as follows in the event of the following circumstances: (a) If the EMPLOYEE ASM is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERSPOTTERS' affairs by a notice served under section 8(e)(38(e) (3) or (g)(1g) (1) of the Federal Deposit Insurance Act (hereinafter referred to as the "FDIA"), the EMPLOYERSPOTTERS' obligations under this AGREEMENT Agreement shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS may, in their discretion, pay the EMPLOYEE all or part of the compensation withheld while the obligations in this AGREEMENT were suspended and reinstate, in whole or in part, any of the obligations that were suspended. (b) If the EMPLOYEE ASM is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERSPOTTERS' affairs by an order issued under Section 8(e)(48(e) (4) or (g)(1g) (l) of the FDIA, all obligations of the EMPLOYERS POTTERS under this AGREEMENT Agreement shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE ASM shall not be affected by such termination. (c) If the EMPLOYERS are POTTERS is in default, as defined in section 3(x)(13(x) (1) of the FDIA, all obligations under this AGREEMENT Agreement shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE ASM shall not be affected. (d) All obligations under this AGREEMENT Agreement shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT Agreement is necessary for the continued operation of the EMPLOYERSPOTTERS, (i) by the Director of the Office of Thrift Supervision (hereinafter referred to as the "OTS"), or his or her designee at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the EMPLOYERS POTTERS under the authority contained in Section 13(c) of the FDIA or (ii) by the Director of the OTS, or his or her designee, at any time the Director of the OTS, or his or her designee, approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS POTTERS or when the EMPLOYERS are POTTERS is determined by the Director of the OTS to be in an unsafe or unsound condition. No vested rights of the EMPLOYEE ASM shall be affected by any such action.

Special Regulatory Events. Notwithstanding Section 4 1 of this AGREEMENTAgreement, the obligations of the EMPLOYERS POTTERS to the EMPLOYEE ELB shall be as follows in the event of the following circumstances: (a) If the EMPLOYEE ELB is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERSPOTTERS' affairs by a notice served under section 8(e)(38(e) (3) or (g)(1g) (1) of the Federal Deposit Insurance Act (hereinafter referred to as the "FDIA"), the EMPLOYERSPOTTERS' obligations under this AGREEMENT Agreement shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS may, in their discretion, pay the EMPLOYEE all or part of the compensation withheld while the obligations in this AGREEMENT were suspended and reinstate, in whole or in part, any of the obligations that were suspended. (b) If the EMPLOYEE ELB is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERSPOTTERS' affairs by an order issued under Section 8(e)(48(e) (4) or (g)(1g) (l) of the FDIA, all obligations of the EMPLOYERS POTTERS under this AGREEMENT Agreement shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE ELB shall not be affected by such termination. (c) If the EMPLOYERS are POTTERS is in default, as defined in section 3(x)(13(x) (1) of the FDIA, all obligations under this AGREEMENT Agreement shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE ELB shall not be affected. (d) All obligations under this AGREEMENT Agreement shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT Agreement is necessary for the continued operation of the EMPLOYERSPOTTERS, (i) by the Director of the Office of Thrift Supervision (hereinafter referred to as the "OTS"), or his or her designee at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the EMPLOYERS POTTERS under the authority contained in Section 13(c) of the FDIA or (ii) by the Director of the OTS, or his or her designee, at any time the Director of the OTS, or his or her designee, approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS POTTERS or when the EMPLOYERS are POTTERS is determined by the Director of the OTS to be in an unsafe or unsound condition. No vested rights of the EMPLOYEE ELB shall be affected by any such action.

Special Regulatory Events. Notwithstanding Section 4 of this AGREEMENTAgreement, the ​ obligations of the EMPLOYERS Bank to the EMPLOYEE Employee shall be as follows in the event of the following circumstances: (a) If the EMPLOYEE Employee is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERS' Bank’s affairs by a notice served under section Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (hereinafter referred to as the "“FDIA"”), the EMPLOYERS' Bank’s obligations under this AGREEMENT Agreement shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS Bank may, in their its discretion, pay the EMPLOYEE Employee all or part of the compensation withheld while the obligations in this AGREEMENT Agreement were suspended and reinstate, in whole or in part, any of the obligations that were suspended. (b) If the EMPLOYEE Employee is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERS' Bank’s affairs by an order issued under Section 8(e)(4) or (g)(1) of the FDIA, all obligations of the EMPLOYERS Bank under this AGREEMENT Agreement shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE Employee shall not be affected by such termination. (c) If the EMPLOYERS are Bank is in default, as defined in section Section 3(x)(1) of the FDIA, all obligations under this AGREEMENT Agreement shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE Employee shall not be affected. (d) All obligations under this AGREEMENT Agreement shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT Agreement is necessary for the continued operation of the EMPLOYERSBank, (i) by the Director of the Office Federal Deposit Insurance Corporation (“FDIC”) or State of Thrift Supervision Ohio (“Ohio”) (hereinafter referred to as the "OTS"“Regulators”), or his or her designee designee, at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the EMPLOYERS Bank under the authority contained in Section 13(c) of the FDIA FDIA; or (ii) by the Director of the OTSRegulators, or his or her designee, at any time the Director of the OTSRegulators, or his or her designee, approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS Bank or when the EMPLOYERS either of them are determined by the Director of the OTS Regulators to be in an unsafe or unsound condition. No vested rights of the EMPLOYEE Employee shall be affected by any such action.

Special Regulatory Events. Notwithstanding Section 4 1 of this AGREEMENTAgreement, the obligations of the EMPLOYERS POTTERS to the EMPLOYEE AES shall be as follows in the event of the following circumstances: (a) If the EMPLOYEE AES is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERSPOTTERS' affairs by a notice served under section 8(e)(38(e) (3) or (g)(1g) (1) of the Federal Deposit Insurance Act (hereinafter referred to as the "FDIA"), the EMPLOYERSPOTTERS' obligations under this AGREEMENT Agreement shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS may, in their discretion, pay the EMPLOYEE all or part of the compensation withheld while the obligations in this AGREEMENT were suspended and reinstate, in whole or in part, any of the obligations that were suspended. (b) If the EMPLOYEE AES is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERSPOTTERS' affairs by an order issued under Section 8(e)(48(e) (4) or (g)(1g) (l) of the FDIA, all obligations of the EMPLOYERS POTTERS under this AGREEMENT Agreement shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE AES shall not be affected by such termination. (c) If the EMPLOYERS are POTTERS is in default, as defined in section 3(x)(13(x) (1) of the FDIA, all obligations under this AGREEMENT Agreement shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE AES shall not be affected. (d) All obligations under this AGREEMENT Agreement shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT Agreement is necessary for the continued operation of the EMPLOYERSPOTTERS, (i) by the Director of the Office of Thrift Supervision (hereinafter referred to as the "OTS"), or his or her designee at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the EMPLOYERS POTTERS under the authority contained in Section 13(c) of the FDIA or (ii) by the Director of the OTS, or his or her designee, at any time the Director of the OTS, or his or her designee, approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS POTTERS or when the EMPLOYERS are POTTERS is determined by the Director of the OTS to be in an unsafe or unsound condition. No vested rights of the EMPLOYEE AES shall be affected by any such action.

Special Regulatory Events. Notwithstanding the provisions of Section 4 of this AGREEMENT, the obligations of the EMPLOYERS BANK to the EMPLOYEE shall be as follows in the event of the following circumstances: (a) If the the, EMPLOYEE is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERS' BANK’s affairs by a notice served under section 8(e)(38 (e)(3) or (g)(18(g)(l) of the Federal Deposit Insurance Act (hereinafter referred to as the "“FDIA"”), the EMPLOYERS' BANK’s obligations under this AGREEMENT shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS may, in their discretion, BANK shall pay the EMPLOYEE all or part of the compensation withheld while the obligations in this AGREEMENT were suspended and reinstate, in whole or in part, any of the obligations that were suspended.; (b) If the EMPLOYEE is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERS' BANK’s affairs by an order issued under Section 8(e)(4) or (g)(18(g)(1) of the FDIA, all obligations of the EMPLOYERS BANK under this AGREEMENT shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE shall not be affected by such termination.; (c) If the EMPLOYERS are BANK is in default, as defined in section 3(x)(13(x)(l) of the FDIA, all obligations under this AGREEMENT shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE shall not be affected.; (d) All obligations under this AGREEMENT shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT is necessary for the continued operation of the EMPLOYERSBANK, (i) by the Director of the Office of Thrift Supervision (hereinafter referred to as the "“OTS"”), or his or her designee designee, at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the EMPLOYERS BANK under the authority contained in Section 13(c) of the FDIA or (ii) by the Director of the OTS, or his or her designee, at any time the Director of the OTS, or his or her designee, OTS approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS BANK or when the EMPLOYERS are BANK is determined by the Director of the OTS to be in an unsafe or unsound condition. No ; provided, however, that no vested rights of the EMPLOYEE shall be affected by any such actiontermination; and (e) The provisions of this Section 5 are governed by the requirements of 12 C.F.R. §563.39(b) and in the event that any statements in this Section 5 are inconsistent with 12 C.F.R. §563.39(b), the provisions of 12 C.F.R. §563.39(b) shall be controlling.

Special Regulatory Events. Notwithstanding Section 4 1 of this AGREEMENTAgreement, the obligations of the EMPLOYERS POTTERS to the EMPLOYEE SAB shall be as follows in the event of the following circumstances: (a) If the EMPLOYEE SAB is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERSPOTTERS' affairs by a notice served under section 8(e)(38(e) (3) or (g)(1g) (1) of the Federal Deposit Insurance Act (hereinafter referred to as the "FDIA"), the EMPLOYERSPOTTERS' obligations under this AGREEMENT Agreement shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS may, in their discretion, pay the EMPLOYEE all or part of the compensation withheld while the obligations in this AGREEMENT were suspended and reinstate, in whole or in part, any of the obligations that were suspended. (b) If the EMPLOYEE SAB is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERSPOTTERS' affairs by an order issued under Section 8(e)(48(e) (4) or (g)(1g) (l) of the FDIA, all obligations of the EMPLOYERS POTTERS under this AGREEMENT Agreement shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE SAB shall not be affected by such termination. (c) If the EMPLOYERS are POTTERS is in default, as defined in section 3(x)(13(x) (1) of the FDIA, all obligations under this AGREEMENT Agreement shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE SAB shall not be affected. (d) All obligations under this AGREEMENT Agreement shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT Agreement is necessary for the continued operation of the EMPLOYERSPOTTERS, (i) by the Director of the Office of Thrift Supervision Federal Deposit Insurance Corporation (hereinafter referred to as the "OTSFDIC"), or his or her designee ) at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation FDIC enters into an agreement to provide assistance to or on behalf of the EMPLOYERS POTTERS under the authority contained in Section 13(c) of the FDIA or (ii) by the Director of the OTS, or his or her designee, FDIC at any time the Director of the OTS, or his or her designee, FDIC approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS POTTERS or when the EMPLOYERS are POTTERS is determined by the Director of the OTS FDIC to be in an unsafe or unsound condition. No vested rights of the EMPLOYEE SAB shall be affected by any such action.

Special Regulatory Events. Notwithstanding Section 4 9(a) of this AGREEMENTAgreement, the obligations obligation of the EMPLOYERS to Bank and of the EMPLOYEE Employee shall be as follows in the event of any of the following circumstances: (ai) If the EMPLOYEE Employee is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERS' Bank's affairs by a notice served under section 8(e)(3) or (g)(1) Section 8 of the Federal Deposit Insurance Act (hereinafter referred to as the "FDIA")Act, 12 U.S.C. Section 1818, the EMPLOYERS' Bank's obligations under this AGREEMENT agreement shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS Bank may, in their its sole discretion, pay the EMPLOYEE Employee all or part of the compensation withheld while the obligations in of this AGREEMENT Agreement were suspended and reinstate, reinstate in whole or in part, part any of the obligations that which were suspended. (bii) If the EMPLOYEE Employee is removed from office and/or permanently prohibited from participating in the conduct of the EMPLOYERS' Bank's affairs by an order issued under Section 8(e)(48 of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e) or (g)(1) Section 1127.06 of the FDIAOhio Revised Code, 11 O.R.C. Section 1127.06, all obligations of the EMPLOYERS Bank under this AGREEMENT Agreement shall terminate terminate, as of the effective date of such the order; provided, however, that but vested rights of the EMPLOYEE contracting parties shall not be affected by such terminationaffected. (ciii) If the EMPLOYERS are Bank is in default, as defined in section Section 3(x)(1) of the FDIAFederal Deposit Insurance Act 12 U.S.C., Section 1813(x)(1), or declared insolvent by the Superintendent of Banks (Section 1103.04 of the Ohio Revised Code) all obligations under this AGREEMENT Agreement shall terminate as of the date of default; provideddefault or insolvency, however, that but this provision shall not affect any vested rights of the EMPLOYEE shall not be affectedparties. (div) All obligations under this AGREEMENT shall Agreement may be terminated, except to the extent of a determination that the continuation of this AGREEMENT is necessary for the continued operation of the EMPLOYERS, (i) terminated by the Director of the Office of Thrift Supervision (hereinafter referred to as the "OTS"), or his or her designee FDIC at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation FDIC enters into an agreement to provide assistance to or on behalf of the EMPLOYERS Bank under the authority contained in Section 13(c) of the FDIA or (ii) by the Director of the OTSFederal Deposit Insurance Act, or his or her designee, at any time the Director of the OTS, or his or her designee, approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS or when the EMPLOYERS are determined by the Director of the OTS to be in an unsafe or unsound condition. No vested rights of the EMPLOYEE shall be affected by any such action.12 U.S.C. Section

Special Regulatory Events. Notwithstanding Section 4 1 of this AGREEMENTAgreement, the obligations of the EMPLOYERS POTTERS to the EMPLOYEE AES shall be as follows in the event of the following circumstances: (a) If the EMPLOYEE AES is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERSPOTTERS' affairs by a notice served under section 8(e)(38(e) (3) or (g)(1g) (1) of the Federal Deposit Insurance Act (hereinafter referred to as the "FDIA"), the EMPLOYERSPOTTERS' obligations under this AGREEMENT Agreement shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS may, in their discretion, pay the EMPLOYEE all or part of the compensation withheld while the obligations in this AGREEMENT were suspended and reinstate, in whole or in part, any of the obligations that were suspended. (b) If the EMPLOYEE AES is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERSPOTTERS' affairs by an order issued under Section 8(e)(48(e) (4) or (g)(1g) (l) of the FDIA, all obligations of the EMPLOYERS POTTERS under this AGREEMENT Agreement shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE AES shall not be affected by such termination. (c) If the EMPLOYERS are POTTERS is in default, as defined in section 3(x)(13(x) (1) of the FDIA, all obligations under this AGREEMENT Agreement shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE AES shall not be affected. (d) All obligations under this AGREEMENT Agreement shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT Agreement is necessary for the continued operation of the EMPLOYERSPOTTERS, (i) by the Director of the Office of Thrift Supervision Federal Deposit Insurance Corporation (hereinafter referred to as the "OTSFDIC"), or his or her designee ) at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation FDIC enters into an agreement to provide assistance to or on behalf of the EMPLOYERS POTTERS under the authority contained in Section 13(c) of the FDIA or (ii) by the Director of the OTS, or his or her designee, FDIC at any time the Director of the OTS, or his or her designee, FDIC approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS POTTERS or when the EMPLOYERS are POTTERS is determined by the Director of the OTS FDIC to be in an unsafe or unsound condition. No vested rights of the EMPLOYEE AES shall be affected by any such action.

Special Regulatory Events. Notwithstanding Section 4 1 of this AGREEMENTAgreement, the obligations of the EMPLOYERS POTTERS to the EMPLOYEE ASM shall be as follows in the event of the following circumstances: (a) If the EMPLOYEE ASM is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERSPOTTERS' affairs by a notice served under section 8(e)(38(e) (3) or (g)(1g) (1) of the Federal Deposit Insurance Act (hereinafter referred to as the "FDIA"), the EMPLOYERSPOTTERS' obligations under this AGREEMENT Agreement shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS may, in their discretion, pay the EMPLOYEE all or part of the compensation withheld while the obligations in this AGREEMENT were suspended and reinstate, in whole or in part, any of the obligations that were suspended. (b) If the EMPLOYEE ASM is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERSPOTTERS' affairs by an order issued under Section 8(e)(48(e) (4) or (g)(1g) (l) of the FDIA, all obligations of the EMPLOYERS POTTERS under this AGREEMENT Agreement shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE ASM shall not be affected by such termination. (c) If the EMPLOYERS are POTTERS is in default, as defined in section 3(x)(13(x) (1) of the FDIA, all obligations under this AGREEMENT Agreement shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE ASM shall not be affected. (d) All obligations under this AGREEMENT Agreement shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT Agreement is necessary for the continued operation of the EMPLOYERSPOTTERS, (i) by the Director of the Office of Thrift Supervision Federal Deposit Insurance Corporation (hereinafter referred to as the "OTSFDIC"), or his or her designee ) at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation FDIC enters into an agreement to provide assistance to or on behalf of the EMPLOYERS POTTERS under the authority contained in Section 13(c) of the FDIA or (ii) by the Director of the OTS, or his or her designee, FDIC at any time the Director of the OTS, or his or her designee, FDIC approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS POTTERS or when the EMPLOYERS are POTTERS is determined by the Director of the OTS FDIC to be in an unsafe or unsound condition. No vested rights of the EMPLOYEE ASM shall be affected by any such action.

Special Regulatory Events. Notwithstanding Section 4 of this AGREEMENTAgreement, the obligations of the EMPLOYERS Company to the EMPLOYEE Executive shall be as follows in the event of the following circumstances: (a) If the EMPLOYEE Executive is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERS' Company’s affairs by a notice served under section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (hereinafter referred to as the "“FDIA"”), the EMPLOYERS' Company’s obligations under this AGREEMENT Agreement shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS may, in their discretion, Company shall pay the EMPLOYEE Executive all or part of the compensation withheld while the obligations in this AGREEMENT Agreement were suspended and reinstate, in whole or in part, any of the obligations that were suspended.; (b) If the EMPLOYEE Executive is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERS' Company’s affairs by an order issued under Section 8(e)(4) or (g)(1) of the FDIA, all obligations of the EMPLOYERS Company under this AGREEMENT Agreement shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE Executive shall not be affected by such termination.; (c) If the EMPLOYERS are Company is in default, as defined in section 3(x)(1) of the FDIA, all obligations under this AGREEMENT Agreement shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE Executive shall not be affected.; (d) All obligations under this AGREEMENT Agreement shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT Agreement is necessary for the continued operation of the EMPLOYERSCompany, (i) by the Director of the Office of Thrift Supervision (hereinafter referred to as the "OTS"), or his or her designee at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the EMPLOYERS Company under the authority contained in Section 13(c) of the FDIA or (ii) by the Director of the OTS, or his or her designee, at any time the Director of the OTS, or his or her designee, OTS approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS Company or when the EMPLOYERS are Company is determined by the Director of the OTS to be in an unsafe or unsound condition. No ; provided, however that no vested rights of the EMPLOYEE Executive shall be affected by any such actiontermination; and (e) The provisions of this Section 10 are governed by the requirements of 12 C.F.R. §563.39(b) and in the event that any statements in this Section 10 are inconsistent with 12 C.F.R. §563.39(b), the provisions of 12 C.F.R. §563.39(b) shall be controlling.

Special Regulatory Events. Notwithstanding Section 4 2 of this AGREEMENT, the obligations of the EMPLOYERS to the EMPLOYEE shall be as follows in the event of the following circumstances: (a) If the EMPLOYEE is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERS' affairs by a notice served under section 8(e)(38(e) (3) or (g)(1g) (1) of the Federal Deposit Insurance Act (hereinafter referred to as the "FDIA"), the EMPLOYERS' obligations under this AGREEMENT shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS may, in their its discretion, pay the EMPLOYEE all or part of the compensation withheld while the obligations in this AGREEMENT were suspended and reinstate, in whole or in part, any of the obligations that were suspended. (b) If the EMPLOYEE is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERS' affairs by an order issued under Section 8(e)(48(e) (4) or (g)(1g) (l) of the FDIA, all obligations of the EMPLOYERS under this AGREEMENT shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE shall not be affected by such termination. (c) If the EMPLOYERS are in default, as defined in section 3(x)(13(x) (1) of the FDIA, all obligations under this AGREEMENT shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE shall not be affected. (d) All obligations under this AGREEMENT shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT is necessary for the continued operation of the EMPLOYERS, (i) by the Director of the Office of Thrift Supervision (hereinafter referred to as the "OTS"), or his or her designee at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the EMPLOYERS under the authority contained in Section 13(c) of the FDIA or (ii) by the Director of the OTS, or his or her designee, at any time the Director of the OTS, or his or her designee, approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS or when the EMPLOYERS are determined by the Director of the OTS to be in an unsafe or unsound condition. No vested rights of the EMPLOYEE shall be affected by any such action.

Special Regulatory Events. Notwithstanding Section 4 of this AGREEMENT, the obligations of the EMPLOYERS to the EMPLOYEE shall be as follows in the event of the following circumstances: (a) If the EMPLOYEE is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERS' MFFC's or MILTXX XXXERAL'S affairs by a notice served under section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (hereinafter referred to as the "FDIA"), the EMPLOYERS' obligations under this AGREEMENT shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS may, in their discretion, pay the EMPLOYEE all or part of the compensation withheld while the obligations in this AGREEMENT were suspended and reinstate, in whole or in part, any of the obligations that were suspended. (b) If the EMPLOYEE is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERS' MFFC's or MILTXX XXXERAL'S affairs by an order issued under Section 8(e)(4) or (g)(1) of the FDIA, all obligations of the EMPLOYERS under this AGREEMENT shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE shall not be affected by such termination. (c) If the EMPLOYERS are MILTXX XXXERAL is in default, default as defined in section 3(x)(1) of the FDIA, all obligations under this AGREEMENT shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE shall not be affected. (d) All obligations under this AGREEMENT shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT is necessary for the continued operation of the EMPLOYERS, (i) by the Director of the Office of Thrift Supervision (hereinafter referred to as the "OTS"), or his or her designee at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the EMPLOYERS MILTXX XXXERAL under the authority contained in Section 13(c) of the FDIA or (ii) by the Director of the OTS, or his or her designee, at any time the Director of the OTS, or his or her designee, approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS MILTXX XXXERAL or when the EMPLOYERS are MILTXX XXXERAL is determined by the Director of the OTS to be in an unsafe or unsound condition. No vested rights of the EMPLOYEE shall be affected by any such action.

Special Regulatory Events. Notwithstanding Section 4 of this AGREEMENT, the obligations of the EMPLOYERS to the EMPLOYEE shall be as follows in the event of the following circumstances: (a) If the EMPLOYEE is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERS' affairs by a notice served under section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (hereinafter referred to as the "FDIA"), the EMPLOYERS' obligations under this AGREEMENT shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS may, in their discretion, pay the EMPLOYEE all or part of the compensation withheld while the obligations in this AGREEMENT were suspended and reinstate, in whole or in part, any of the obligations that were suspended. (b) If the EMPLOYEE is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERS' affairs by an order issued under Section 8(e)(4) or (g)(1) of the FDIA, all obligations of the EMPLOYERS under this AGREEMENT shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE shall not be affected by such termination. (c) If the EMPLOYERS are in default, as defined in section 3(x)(1) of the FDIA, all obligations under this AGREEMENT shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE shall not be affected. (d) All obligations under this AGREEMENT shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT is necessary for the continued operation of the EMPLOYERS, (i) by the Director of the Office of Thrift Supervision (hereinafter referred to as the "OTS"), or his or her designee at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the EMPLOYERS under the authority contained in Section 13(c) of the FDIA or (ii) by the Director of the OTS, or his or her designee, at any time the Director of the OTS, ,or his or her designee, approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS or when the EMPLOYERS are determined by the Director of the OTS to be in an unsafe or unsound condition. No vested rights of the EMPLOYEE shall be affected by any such action.

Special Regulatory Events. Notwithstanding the provisions of Section 4 of this AGREEMENT, the obligations of the EMPLOYERS COMPANY to the EMPLOYEE shall be as follows in the event of the following circumstances: (a) If the EMPLOYEE is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERS' COMPANY's affairs by a notice served under section 8(e)(3) or (g)(18(g)(1) of the Federal Deposit Insurance Act (hereinafter referred to as the "FDIA"), the EMPLOYERS' COMPANY's obligations under this AGREEMENT shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS may, in their discretion, COMPANY shall pay the EMPLOYEE all or part of the compensation withheld while the obligations in this AGREEMENT were suspended and reinstate, in whole or in part, any of the obligations that were suspended.; (b) If the EMPLOYEE is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERS' COMPANY's affairs by an order issued under Section 8(e)(4) or (g)(18(g)(1) of the FDIA, all obligations of the EMPLOYERS COMPANY under this AGREEMENT shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE shall not be affected by such termination.; (c) If the EMPLOYERS are COMPANY is in default, as defined in section 3(x)(1) of the FDIA, all obligations under this AGREEMENT shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE shall not be affected.; (d) All obligations under this AGREEMENT shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT is necessary for the continued operation of the EMPLOYERSCOMPANY, (i) by the Director of the Office of Thrift Supervision (hereinafter referred to as the "OTS"), or his or her designee designee, at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the EMPLOYERS COMPANY under the authority contained in Section 13(c) of the FDIA or (ii) by the Director of the OTS, or his or her designee, at any time the Director of the OTS, or his or her designee, OTS approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS COMPANY or when the EMPLOYERS are COMPANY is determined by the Director of the OTS to be in an unsafe or unsound condition. No vested rights of the EMPLOYEE shall be affected by any such action.; provided,

Special Regulatory Events. Notwithstanding Section 4 of this AGREEMENT, -------------------------- the obligations of the EMPLOYERS EMPLOYER to the EMPLOYEE shall be as follows in the event of the following circumstances: (a) If the EMPLOYEE is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERS' EMPLOYER's affairs by a notice served under section 8(e)(3Section 8(e) (3) or (g)(1g) (1) of the Federal Deposit Insurance Act (hereinafter referred to as the "FDIA"), the EMPLOYERS' EMPLOYER's obligations under this AGREEMENT shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS may, in their discretion, EMPLOYER shall (i) pay the EMPLOYEE all or part of the compensation withheld while the obligations in this AGREEMENT were suspended and reinstate, in whole or in part, (ii) reinstate any of the obligations that were suspended. (b) If the EMPLOYEE is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERS' EMPLOYER's affairs by an order issued under Section 8(e)(48(e) (4) or (g)(1g) (1) of the FDIA, all obligations of the EMPLOYERS EMPLOYER under this AGREEMENT shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE shall not be affected by such termination. (c) If the EMPLOYERS are EMPLOYER is in default, default as defined in section Section 3(x)(1) of the FDIA, all obligations under this AGREEMENT shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE shall not be affected. (d) All obligations under this AGREEMENT shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT is necessary for the continued operation of the EMPLOYERSEMPLOYER, (i) by the Director of the Office of Thrift Supervision (hereinafter referred to as the "OTS"), or his or her designee at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the EMPLOYERS EMPLOYER under the authority contained in Section 13(c) of the FDIA or (ii) by the Director of the OTS, or his or her designee, at any time the Director of the OTS, or his or her designee, approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS EMPLOYER or when the EMPLOYERS are EMPLOYER is determined by the Director of the OTS to be in an unsafe or unsound condition. No vested rights of the EMPLOYEE shall be affected by any such action.

Special Regulatory Events. Notwithstanding Section 4 2 of this AGREEMENT, the obligations of the EMPLOYERS WINTON to the EMPLOYEE shall be as follows xxxxxxs in the event of the following circumstances: (a) If the EMPLOYEE is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERS' WINTON'S affairs by a notice served under section xxxxx Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (hereinafter referred to as the "FDIA"), the EMPLOYERS' WINTON'S obligations under this AGREEMENT XXXXXMENT shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS may, in their discretion, WINTON shall (i) pay the EMPLOYEE all or part of axx xx the compensation withheld while the obligations in this AGREEMENT were suspended and reinstate, in whole or in part, (ii) reinstate any of the obligations that were suspended. (b) If the EMPLOYEE is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERS' WINTON'S affairs by an order issued under xxxxx Section 8(e)(4) or (g)(1) of the FDIA, all obligations of the EMPLOYERS WINTON under this AGREEMENT shall AGREEMENX xxxxl terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE shall not be affected by such termination. (c) If the EMPLOYERS are WINTON is in default, default as defined in section Xxxxxxn 3(x)(1) of the FDIA, all obligations under this AGREEMENT shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE shall not be affected. (d) All obligations under this AGREEMENT shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT is necessary for the continued operation of the EMPLOYERSWINTON, (i) by the Director of the Office of Thrift Supervision (hereinafter referred to as the "xxx OTS"), or his or her designee designee, at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the EMPLOYERS WINTON under the authority contained in Section containex xx Xection 13(c) of the FDIA FDIA; or (ii) by the Director of the OTS, or his or her designee, at any time the Director of the OTS, or his or her designee, approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS WINTON or when the EMPLOYERS are determined WINTON is detexxxxxx by the Director of the Directox xx xhe OTS to be in an unsafe or unsound condition. No vested rights of the EMPLOYEE shall be affected by any such action.

Special Regulatory Events. Notwithstanding Section 4 of this AGREEMENT, the obligations of the EMPLOYERS to the EMPLOYEE shall be as follows in the event of the following circumstances: (a) If the EMPLOYEE is suspended and/or temporarily prohibited from participating in the conduct of the EMPLOYERS' affairs by a notice served under section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (hereinafter referred to as the "FDIA"), the EMPLOYERS' obligations under this AGREEMENT shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS may, in their discretion, pay the EMPLOYEE all or part of the compensation withheld while the obligations in this AGREEMENT were suspended and reinstate, in whole or in part, any of the obligations that were suspended. (b) If the EMPLOYEE is removed and/or permanently prohibited from participating in the conduct of the EMPLOYERS' affairs by an order issued under Section 8(e)(4) or (g)(1g)(l) of the FDIA, all obligations of the EMPLOYERS under this AGREEMENT shall terminate as of the effective date of such order; provided, however, that vested rights of the EMPLOYEE shall not be affected by such termination. (c) If the EMPLOYERS are in default, as defined in section 3(x)(1) of the FDIA, all obligations under this AGREEMENT shall terminate as of the date of default; provided, however, that vested rights of the EMPLOYEE shall not be affected. (d) All obligations under this AGREEMENT shall be terminated, except to the extent of a determination that the continuation of this AGREEMENT is necessary for the continued operation of the EMPLOYERS, (i) by the Director of the Office of Thrift Supervision (hereinafter referred to as the "OTS"), or his or her designee at the time that the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the EMPLOYERS under the authority contained in Section 13(c) of the FDIA or (ii) by the Director of the OTS, or his or her designee, at any time the Director of the OTS, or his or her designee, approves a supervisory merger to resolve problems related to the operation of the EMPLOYERS or when the EMPLOYERS are determined by the Director of the OTS to be in an unsafe or unsound condition. No vested rights of the EMPLOYEE shall be affected by any such action.