Common use of Termination or Suspension Under Federal Law Clause in Contracts

Termination or Suspension Under Federal Law. (i) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s affairs by an order issued under Sections 8(e)(iv) or 8(g)(i) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee shall not be affected. (ii) If the 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; but the vested rights of the Employee shall not be affected. (iii) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; (A) by the OCC or its designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (B) by the OCC, or its designee, at the time that the OCC or its designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employee. (iv) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s affairs, the Bank’s obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (A) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (B) reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (i1) If the Employee is removed and/or permanently prohibited from participating in the conduct of the CompanyBank’s affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but order with the exception of vested rights of the Employee shall not be affectedstock or option rights. (ii2) If the 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedEmployee. (iii3) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; (Ai) by the OCC Director of the OTS, or its designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the FDIA; or (Bii) by the OCCDirector of the OTS, or its designee, at the time that the OCC Director of the OTS, or its designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employee. (iv4) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s affairs, the Bank’s obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (Ai) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (i1) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s Bank's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii2) If the 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; (A) by the OCC or its designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (B) by the OCC, or its designee, at the time that the OCC or its designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employee. (iv3) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s 's affairs, the Bank’s 's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (Ai) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any of its obligations which were suspended. (4) All obligations under this Agreement shall terminate, except to the extent determined that continuation of this Agreement is necessary for the continued operation of the Association: (i) by the Director of the Office of Thrift Supervision ("Director of OTS"), or his or her designee, at the time that the Federal Deposit Insurance Corporation ("FDIC") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Association under the authority contained in Section 13(c) of FDIA; or (ii) by the Director of the OTS, or his or her designee, at the time that the Director of the OTS, or his or her designee, approves a supervisory merger to resolve problems related to operation of the Association or when the Association is determined by the Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the parties. (5) Any payments made to the Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with both 12 U.S.C. Section 1828(k) and any regulations promulgated thereunder, and Regulatory Bulletin 27A, but only to the extent required thereunder on the date any payment is required pursuant to this Agreement.

Termination or Suspension Under Federal Law. (i) If the Employee is removed and/or permanently prohibited from participating in the conduct of the CompanyBank’s affairs by an order issued under Sections 8(e)(iv) or 8(g)(i) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee shall not be affected. (ii) If the 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; but the vested rights of the Employee shall not be affected. (iii) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; (A) by the OCC or its designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (B) by the OCC, or its designee, at the time that the OCC or its designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employee. (iv) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s affairs, the Bank’s obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (A) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (B) reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. Notwithstanding any other provision of this Agreement to the contrary — (i) Notwithstanding the foregoing, but only to the extent required under federal banking law, the benefits payable hereunder to the Executive shall be reduced to the extent that either (A) the present value of such benefits exceeds the limitations set forth in Regulatory Bulletin 27a of the Office of Thrift Supervision (“OTS”), as in effect on the Effective Date, or (B) such reduction is necessary to avoid subjecting the Bank to loss of any deductions pursuant to Section 280G of the Internal Revenue Code of 1986, as amended. (ii) The Executive shall have no right to receive compensation or other benefits for any period after Termination for Cause. (iii) If the Employee Executive is removed and/or permanently prohibited from participating in the conduct of the CompanyBank’s affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and or (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but any vested rights of the Employee parties shall not be affected. (iiiv) If the 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; but the : however, this paragraph shall not affect any vested rights of the Employee shall not be affectedparties. (iiiv) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (Ai) by the OCC Director of OTS, or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCCDirector of OTS, or its his or her designee, at the time that the OCC Director of OTS, or its designee his or her designee, approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director of OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (ivvi) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(1)) suspends and/or temporarily prohibits the Employee Executive from participating in the conduct of the Bank’s affairs, the Bank’s obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion shall: (Aa) pay the Employee all or part of the Executive any compensation which was withheld while its contract obligations were suspended, ; and (Bb) reinstate (in whole or in part) any of its obligations remaining obligations, which were suspendedsuspended and which are still due to the Executive from the Bank even after the Bank makes the payment to the Executive set forth in subparagraph (a) of this paragraph (c)(vi). (vii) Any payments made to the Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and any regulations promulgated thereunder.

Termination or Suspension Under Federal Law. (ia) Any payments made to the Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and any regulations promulgated thereunder. (b) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s Bank's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4) and or (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the Employee parties shall not be affected. (iic) If the 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iiid) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (Ai) by the OCC Director of the Office of Thrift Supervision ("Director of OTS"), or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCCDirector of the OTS, or its his or her designee, at the time that the OCC Director of the OTS, or its his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (ive) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s 's affairs, the Bank’s 's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion shall (Ai) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (i) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s affairs by an order issued under Sections 8(e)(iv) or 8(g)(i) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee Employee, including Accrued Benefits, shall not be affected. (ii) . If the 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; but the vested rights of the Employee shall not be affected. (iiiii) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; (A) by the OCC or its designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (B) by the OCC, or its designee, at the time that the OCC or its designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employee, including Accrued Benefits. (iviii) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s affairs, the Bank’s obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee Employee, including Accrued Benefits, as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (A1) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (B2) reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (i) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s affairs by an order issued under Sections 8(e)(iv) or 8(g)(i) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee shall not be affected. (ii) . If the 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; but the vested rights of the Employee shall not be affected. (iiiii) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; (A) by the OCC or its designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (B) by the OCC, or its designee, at the time that the OCC or its designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employee. (iviii) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s affairs, the Bank’s obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (A1) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (B2) reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (i) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s Bank's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee shall not be affected. (ii) If the 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; but the vested rights of the Employee shall not be affected. (iii) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; (A) by the OCC or its designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (B) by the OCC, or its designee, at the time that the OCC or its designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employee. (iv) If a notice served under Section 8(e)(3) or (g)(1) of or the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s 's affairs, the Bank’s 's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (A) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (B) reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (i1) If the Employee is removed and/or permanently prohibited from participating in the conduct of the CompanyBank’s affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. §1818(e)(4) and (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii2) If the 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii3) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (Ai) by the OCC Commissioner of Banks of the Commonwealth of Massachusetts (the “Commissioner”) or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCCCommissioner, or its his or her designee, at the time that the OCC Commissioner, or its his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Commissioner to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv4) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. §1818(e)(3) or (g)(l)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s affairs, the Bank’s obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion shall (Ai) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (ia) Any payments made to the Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and any regulations promulgated thereunder. (b) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s 's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4) and or (g)(1)), all obligations of the Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the Employee parties shall not be affected. (iic) If the Bank 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; but however, this paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iiid) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; Company: (Ai) by the OCC Director of the Office of Thrift Supervision ("Director of OTS"), or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank Company under the authority contained in Section 13(c) of FDIA; or or (Bii) by the OCCDirector of the OTS, or its his or her designee, at the time that the OCC Director of the OTS, or its his or her designee approves a supervisory merger to resolve problems related to operation of the Bank Company or when the Bank Company is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (ive) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s Company's affairs, the Bank’s Company's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion Company shall (Ai) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and and (Bii) reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (i1) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s Bank's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii1) If the 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii2) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (Ai) by the OCC Director of the Office of Thrift Supervision ("Director of OTS"), or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCCDirector of the OTS, or its his or her designee, at the time that the OCC Director of the OTS, or its his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv3) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s 's affairs, the Bank’s 's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (Ai) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any of its obligations which were suspended. (4) Any payments made to the Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and any regulations promulgated thereunder.

Termination or Suspension Under Federal Law. (i) If the Employee is removed and/or permanently prohibited from participating in the conduct of the CompanyBank’s affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee shall not be affected. (ii) If the 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; but the vested rights of the Employee shall not be affected. (iii) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; (A) by the OCC or its designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (B) by the OCC, or its designee, at the time that the OCC or its designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employee. (iv) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s affairs, the Bank’s obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (A) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (B) reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (i1) If the Employee ------------------------------------------- is removed and/or permanently prohibited from participating in the conduct of the Company’s Bank's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4) and or (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii2) If the 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii3) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (Ai) by the OCC Comptroller of the Currency (the "Comptroller"), or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCCComptroller, or its his or her designee, at the time that the OCC Comptroller, or its his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Comptroller to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv4) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s 's affairs, the Bank’s 's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (Ai) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (i1) If the Employee is removed and/or permanently prohibited from participating in the conduct of the CompanyBank’s affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) ([12 U.S.C. §1818(e)(4) and or (g)(1))], all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii2) If the 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; but however, this Paragraph 9(e)(2) shall not affect the vested rights of the Employee shall not be affectedparties. (iii3) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (A) by the OCC Director of the Office of Thrift Supervision (“OTS”), or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the FDIA; or (B) by the OCCDirector of the OTS, or its his or her designee, at the time that the OCC Director of the OTS, or its designee his or her designee, approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv4) If the Employee is suspended and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) or (g)(1) of the FDIA suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s affairs(12 U.S.C. §1818(e)(3) or (g)(1)), the Bank’s obligations under this Agreement shall be suspended as of the date of such service, service unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (A) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (B) reinstate (in whole or in part) any of its obligations which that were suspended. (5) If any of the provisions of this Paragraph 9(e) conflict with 12 C.F.R. § 563.39(b), the latter shall prevail.

Termination or Suspension Under Federal Law. (i1) If the Employee is removed and/or permanently prohibited from participating in the conduct of the CompanyBank’s affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but . No such order shall affect the vested rights of the Employee shall not be affectedparties. (ii2) If the 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii3) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (A1) by the OCC Director of the Office of Thrift Supervision (“Director of OTS”), or its his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCCDirector of the OTS, or its her designee, at the time that the OCC Director of the OTS, or its his designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv4) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s affairs, the Bank’s obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion shall (A1) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (i) If the Employee is removed and/or permanently prohibited from participating in the conduct of the CompanyBank’s affairs by an order issued under Sections 8(e)(ivSection 8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) FDIA (12 U.S.C. 1818(e)(4) and or (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee Parties shall not be affected. (ii) If the 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; but however, this paragraph (f)(ii) shall not affect the vested rights of the Employee shall not be affectedparties. (iii) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; (A) by the OCC or its designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (B) by the OCC, or its designee, at the time that the OCC or its designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employee. (iv) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s affairs, the Bank’s obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If if the charges in the notice are dismissed, the Bank may in its discretion (Ai) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any of its obligations which were suspended. (iv) All obligations under this Agreement shall terminate, except to the extent determined that continuation of this Agreement is necessary for the continued operation of the Bank by (i) the Director of the Office of Thrift Supervision, or his designee, at the time that the FDIC or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (ii) by the Director of the Office of Thrift Supervision, or his designee, at the time the Director of the Office of Thrift Supervision, or his designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Director of the Office of Thrift Supervision to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the parties.

Termination or Suspension Under Federal Law. (i1) If the Employee is removed and/or permanently prohibited from participating in the conduct of the CompanyBank’s affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii2) If the 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii3) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (Ai) by the OCC Commissioner of Banks of the Commonwealth of Massachusetts (the “Commissioner”) or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCCCommissioner, or its his or her designee, at the time that the OCC Commissioner, or its his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Commissioner to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv4) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s affairs, the Bank’s obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion shall (Ai) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (i1) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s Bank's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4ss.1818(e)(4) and or (g)(1)), all obligations of the Company under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii2) If the 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; but however, this Paragraph 9(e)(2) shall not affect the vested rights of the Employee shall not be affectedparties. (iii3) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Company and the Bank; : (A) by the OCC Director of the Office of Thrift Supervision ("OTS"), or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the FDIA; or (B) by the OCCDirector of the OTS, or its his or her designee, at the time that the OCC Director of the OTS, or its designee his or her designee, approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv4) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C.ss.1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s 's affairs, the Bank’s Company's obligations under this Agreement shall be suspended as of the date of such service, service unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank Company may in its discretion (A) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (B) reinstate (in whole or in part) any of its obligations which that were suspended. (5) If any of the provisions of this Paragraph 9(e) conflict with 12 C.F.R.ss.563.39(b), the latter shall prevail.

Termination or Suspension Under Federal Law. (ia) Any payments made to the Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with both 12 U.S.C. Section 1828(k) and any regulations promulgated thereunder, and Regulatory Bulletin 27A, but only to the extent required thereunder on the date any payment is required pursuant to this Agreement. (b) If the Employee is removed and/or permanently prohibited from form participating in the conduct of the Company’s Board's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4) and or (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the Employee parties shall not be affected. (iic) If the Bank Board 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iiid) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; Board: (Ai) by the OCC Director of the Office of Thrift Supervision ("Director of OTS"), or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") enters into an agreement to provide assistance to or on behalf of the Bank Board under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCCDirector of the OTS, or its his or her designee, at the time that the OCC Director of the OTS, or its his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (ive) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s 's affairs, the Bank’s 's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion shall (Ai) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (i1) If the Employee is removed and/or permanently prohibited from participating in the conduct of the CompanyBank’s affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but . No such order shall affect the vested rights of the Employee shall not be affectedparties. (ii2) If the 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii3) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (A1) by the OCC Director of the Office of Thrift Supervision (“Director of OTS”), or its his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCCDirector of the OTS, or its his designee, at the time that the OCC Director of the OTS, or its his designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employee.parties. Exhibit 99 (iv4) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s affairs, the Bank’s obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion shall (A1) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (i1) If the Employee is removed and/or permanently prohibited from participating in the conduct of the CompanyBank’s affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. §1818(e)(4) and or (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii2) If the 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; but however, this Paragraph 9(e)(2) shall not affect the vested rights of the Employee shall not be affectedparties. (iii3) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (A) by the OCC Director of the Office of Thrift Supervision (“OTS”), or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the FDIA; or (B) by the OCCDirector of the OTS, or its his or her designee, at the time that the OCC Director of the OTS, or its designee his or her designee, approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv4) If the Employee is suspended and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) or (g)(1g)(l) of the FDIA suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s affairs(12 U.S.C. § 1818(e)(3) or (g)(l), the Bank’s obligations under this Agreement shall be suspended as of the date of such service, service unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (A) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (B) reinstate (in whole or in part) any of its obligations which that were suspended. (5) If any of the provisions of this Paragraph 9(e) conflict with 12 C.F.R. § 563.39(b), the latter shall prevail.

Termination or Suspension Under Federal Law. (i) If the Employee is removed and/or permanently prohibited from participating in the conduct of the CompanyBank’s affairs by an order issued under Sections 8(e)(ivSection 8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) FDIA (12 U.S.C. 1818(e)(4) and or (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee Parties shall not be affected. (ii) If the 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; but however, this paragraph (f)(ii) shall not affect the vested rights of the Employee shall not be affectedparties. (iii) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; (A) by the OCC or its designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (B) by the OCC, or its designee, at the time that the OCC or its designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employee. (iv) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s affairs, the Bank’s obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If if the charges in the notice are dismissed, the Bank may in its discretion (Ai) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any of its obligations which were suspended. (iv) All obligations under this Agreement shall terminate, except to the extent determined that continuation of this Agreement is necessary for the continued operation of the Bank by (i) the Director of the Office of Thrift Supervision, or her designee, at the time that the FDIC or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (ii) by the Director of the Office of Thrift Supervision, or her designee, at the time the Director of the Office of Thrift Supervision, or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Director of the Office of Thrift Supervision to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the parties.

Termination or Suspension Under Federal Law. (i1) If the Employee is removed and/or permanently prohibited from participating in the conduct of the CompanyBank’s affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but . No such order shall affect the vested rights of the Employee shall not be affectedparties. (ii2) If the 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii3) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (A1) by the OCC Director of the Office of Thrift Supervision (“Director of OTS”), or its his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCCDirector of the OTS, or its his designee, at the time that the OCC Director of the OTS, or its his designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv4) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s affairs, the Bank’s obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion shall (Ai) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (i1) If the Employee ------------------------------------------- is removed and/or permanently prohibited from participating in the conduct of the Company’s Bank's affairs by an order issued under Sections 8(e)(iv8 (e) (4) or 8(g)(i8 (g) (1) of the Federal Deposit Insurance Act (“FDIA”"FDIC") (12 U.S.C. 1818(e)(41818(e) (4) and (g)(1g) (1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii2) If the Bank is 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii3) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (AI) by the OCC Commissioner of Banks of the Commonwealth of Massachusetts (the "Commissioner") or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCCcommissioner, or its his or her designee, at the time that the OCC Commissioner, or its his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Commissioner to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv4) If a notice served under Section 8(e)(38 (e) (3) or (g) (1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) of the FDIA suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s 's affairs, the Bank’s 's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion shall (AI) pay the Employee all or part of the compensation withheld withhold while its contract obligations were suspended, and (Bii) reinstate (in whole or in -in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (i1) If the Employee ------------------------------------------- is removed and/or permanently permanently' prohibited from participating in the conduct of the Company’s Bank's affairs by an order issued under Sections 8(e)(iv8 (e) (4) or 8(g)(i8 (g) (1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii2) If the Bank is 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii3) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (AI) by the OCC Commissioner of Banks of the Commonwealth of Massachusetts (the "Commissioner") or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCCcommissioner, or its his or her designee, at the time that the OCC commissioner, or its his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Commissioner to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv4) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s 's affairs, the Bank’s 's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion shall (AI) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (i1) If the Employee is removed and/or permanently prohibited from participating in the conduct of the CompanyBank’s affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii2) If the 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii3) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; (Ai) by the OCC Director of the Office of Thrift Supervision (“Director of OTS”), or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCCDirector of the OTS, or its his or her designee, at the time that the OCC Director of the OTS, or its his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv4) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s affairs, the Bank’s obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (Ai) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (i1) If the Employee is ----------------------------------------------- removed and/or permanently prohibited from participating in the conduct of the Company’s Bank's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii1) If the 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii2) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (Ai) by the OCC Director of the Office of Thrift Supervision ("Director of OTS"), or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCCDirector of the OTS, or its his or her designee, at the time that the OCC Director of the OTS, or its his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv3) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s 's affairs, the Bank’s 's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (Ai) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any of its obligations which were suspended. (4) Any payments made to the Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and any regulations promulgated thereunder.

Termination or Suspension Under Federal Law. Nothwithstanding any other provision of this Agreement to the contrary: (ia) Notwithstanding the foregoing, but only to the extent required under federal banking law, the benefits payable hereunder to the Employee shall be reduced to the extent that either (A) the present value of such benefits exceeds the limitations set forth in Regulatory Bulletin 27a of the Office of Thrift Supervision ("OTS"), as in effect on the Effective Date, or (B) such reduction is necessary to avoid subjecting the Bank or the Company to loss of any deductions pursuant to Section 280G of the Internal Revenue Code of 1986, as amended. (b) The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Case. (c) Any payments made to the Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and any regulations promulgated thereunder. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s Bank's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4) and or (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the Employee parties shall not be affected. (iie) If the 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iiif) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank's affairs, the Bank's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (ii) reinstate (in whole or in part) any of its obligations which were suspended. However, this paragraph shall not affect the vested rights of the parties. (g) All obligations under this Agreement shall terminatebe terminated, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (A) by the OCC Director of the OTS or its her other designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section section 13(c) of the FDIA; or (B) by the OCC, Director of the OTS or its her designee, at the time that the OCC Director or its her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director to be in an unsafe or unsound condition. Such action shall not affect any vested Any rights of the Employee. (iv) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s affairsparties that have already vested, the Bank’s obligations under this Agreement however, shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (A) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (B) reinstate (in whole or in part) any of its obligations which were suspendedaffected by such action.

Termination or Suspension Under Federal Law. (i1) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s Bank's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii2) If the 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii3) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; (Ai) by the OCC Director of the Office of Thrift Supervision ("Director of OTS"), or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCCDirector of the OTS, or its his or her designee, at the time that the OCC Director of the OTS, or its his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv4) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s 's affairs, the Bank’s 's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (Ai) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (i1) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s Bank's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4ss.1818(e)(4) and or (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii2) If the 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; but however, this Paragraph 9(e)(2) shall not affect the vested rights of the Employee shall not be affectedparties. (iii3) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (A) by the OCC Director of the Office of Thrift Supervision ("OTS"), or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the FDIA; or (B) by the OCCDirector of the OTS, or its his or her designee, at the time that the OCC Director of the OTS, or its designee his or her designee, approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv4) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C.ss.1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s 's affairs, the Bank’s 's obligations under this Agreement shall be suspended as of the date of such service, service unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (A) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (B) reinstate (in whole or in part) any of its obligations which that were suspended. (5) If any of the provisions of this Paragraph 9(e) conflict with 12 X.X.X.xx. 563.39(b), the latter shall prevail.

Termination or Suspension Under Federal Law. (i) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s Bank's affairs by an order issued under Sections 8(e)(ivsection 8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. § 1818(e)(4) and (g)(1g)(l)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii) If the Bank is 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; but however, this paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii) All obligations under this Agreement shall terminatemay be terminated, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank [a] by an appropriate officer of the Bank; (A) by the OCC 's primary federal regulator, or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section section 13(c) of the FDIA; or (B) by the OCC, or its designee, [b] at the time that the OCC or its designee FDIC approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv) If a notice served under Section section 8(e)(3) or (g)(1g)(l) of the FDIA (12 U.S.C. § 1818(e)(3) or (g)(l)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s 's affairs, the Bank’s 's obligations under this Agreement shall be suspended as of the date of such service, service unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (A) [a] pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (B) and/or [b] reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (ia) If the Employee is removed and/or permanently prohibited from participating in the conduct of the CompanyEmployer’s affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and or (g)(1))) or any similar provision under state law, all obligations of the Employer and the Holding Company under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the Employee parties shall not be affected. (iib) If the Bank Employer is in default (as defined in Section 3(x)(1) of the FDIA)) or any similar provision under state law, all obligations of the Employer under this Agreement shall terminate as of the date of default; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; (A) by the OCC or its designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (B) by the OCC, or its designee, at the time that the OCC or its designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employee. (ivc) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the BankEmployer’s affairs, the BankEmployer’s obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (A) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (B) Employer shall reinstate (in whole or in part) any of its obligations which were suspended. (d) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of Employer, (i) by the Federal Deposit Insurance Corporation (“FDIC”) at the time the FDIC enters into an agreement to provide assistance to or on behalf of Employer under the authority contained in Section 13(c) of the FDIA (12 U.S.C. 1823(c)); or (ii) by the FDIC at the time the FDIC approves a supervisory merger to resolve problems related to operation of Employer or when Employer is determined by the FDIC to be in an unsafe or unsound condition. Any rights of Employee that shall have vested under this Agreement shall not be affected by such action. (e) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement, or otherwise, shall be subject to and conditioned upon compliance with 12 U.S.C. § 1828(k) and any regulations promulgated thereunder, including the FDIC’s Regulations applicable to Golden Parachute Payments at 12 C.F.R. Part 359.

Termination or Suspension Under Federal Law. (i1) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s Bank's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii2) If the 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; (A) by the OCC or its designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (B) by the OCC, or its designee, at the time that the OCC or its designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employee. (iv3) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C.1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s 's affairs, the Bank’s 's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (Ai) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any of its obligations which were suspended. (4) All obligations under this Agreement shall terminate, except to the extent determined that continuation of this Agreement is necessary for the continued operation of the Association: (i) by the Director of the Office of Thrift Supervision ("Director of OTS"), or his or her designee, at the time that the Federal Deposit Insurance Corporation ("FDIC") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Association under the authority contained in Section 13(c) of FDIA; or (ii) by the Director of the OTS, or his or her designee, at the time that the Director of the OTS, or his or her designee, approves a supervisory merger to resolve problems related to operation of the Association or when the Association is determined by the Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the parties. (5) Any payments made to the Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with both 12 U.S.C. Section ---- 1828(k) and any regulations promulgated thereunder, and Regulatory Bulletin 27A, --- but only to the extent required thereunder on the date any payment is required pursuant to this Agreement.

Termination or Suspension Under Federal Law. Notwithstanding any other provision of this Agreement to the contrary – (i) In no event shall the aggregate payments or benefits to be made or afforded to the Executive under Section 3 of this Agreement (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), or any successor thereto, and to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount which is one dollar ($1.00) less than three (3) times the Executive’s “base amount,” as determined in accordance with said Section 280G of the Internal Revenue Code of 1986. The Executive shall determine the allocation of the required reduction among the Termination Benefits provided in Section 3 of this Agreement. (ii) The Executive shall have no right to receive compensation or other benefits for any period after Termination for Cause. (iii) If the Employee Executive is removed and/or permanently prohibited from participating in the conduct of the CompanyBank’s affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and or (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but any vested rights of the Employee parties shall not be affected. (iiiv) If the 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; but the : however, this paragraph shall not affect any vested rights of the Employee shall not be affectedparties. (iiiv) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (Ai) by the OCC Director of OTS, or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCCDirector of OTS, or its his or her designee, at the time that the OCC Director of OTS, or its designee his or her designee, approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director of OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (ivvi) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(1)) suspends and/or temporarily prohibits the Employee Executive from participating in the conduct of the Bank’s affairs, the Bank’s obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion shall: (Aa) pay the Employee all or part of the Executive any compensation which was withheld while its contract obligations were suspended; and (b) reinstate any of its remaining obligations, which were suspended and which are still due to the Executive from the Bank even after the Bank makes the payment to the Executive set forth in subparagraph (a) of this paragraph (c)(vi). (vii) Any payments made to the Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with: (a) 12 U.S.C. Section 1828(k) and any regulations promulgated thereunder, and (Bb) reinstate (in whole or in part) any Office of its obligations which were suspendedThrift Supervision Regulatory Bulletin 27(b).

Termination or Suspension Under Federal Law. (i1) If the Employee ------------------------------------------- is removed and/or permanently prohibited from participating in the conduct of the Company’s Bank's affairs by an order issued under Sections 8(e)(iv8 (e) (4) or 8(g)(i8 (g) (1) of the Federal Deposit Insurance Act (“FDIA”"FDIC") (12 U.S.C. 1818(e)(41818(e) (4) and (g)(1g) (1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii2) If the Bank is 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii3) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (AI) by the OCC Commissioner of Banks of the Commonwealth of Massachusetts (the "Commissioner") or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCCcommissioner, or its his or her designee, at the time that the OCC Commissioner, or its his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Commissioner to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv4) If a notice served under Section 8(e)(38 (e) (3) or (g) (1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) of the FDIA suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s 's affairs, the Bank’s 's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion shall (AI) pay the Employee all or part of the compensation withheld withhold while its contract obligations were suspended,, and (Bii) reinstate (in whole or in -in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. Notwithstanding any other provision of this Agreement to the contrary – (i) Notwithstanding the foregoing, but only to the extent required under federal banking law, the benefits payable hereunder to the Executive shall be reduced to the extent that either (A) the present value of such benefits exceeds the limitations set forth in Regulatory Bulletin 27a of the Office of Thrift Supervision (“OTS”), as in effect on the Effective Date, or (B) such reduction is necessary to avoid subjecting the Bank to loss of any deductions pursuant to Section 280G of the Internal Revenue Code of 1986, as amended. (ii) The Executive shall have no right to receive compensation or other benefits for any period after Termination for Cause. (iii) If the Employee Executive is removed and/or permanently prohibited from participating in the conduct of the CompanyBank’s affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and or (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but any vested rights of the Employee parties shall not be affected. (iiiv) If the 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; but the : however, this paragraph shall not affect any vested rights of the Employee shall not be affectedparties. (iiiv) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (Ai) by the OCC Director of OTS, or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCCDirector of OTS, or its his or her designee, at the time that the OCC Director of OTS, or its designee his or her designee, approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director of OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (ivvi) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(1)) suspends and/or temporarily prohibits the Employee Executive from participating in the conduct of the Bank’s affairs, the Bank’s obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion shall: (Aa) pay the Employee all or part of the Executive any compensation which was withheld while its contract obligations were suspended, ; and (Bb) reinstate (in whole or in part) any of its obligations remaining obligations, which were suspendedsuspended and which are still due to the Executive from the Bank even after the Bank makes the payment to the Executive set forth in subparagraph (a) of this paragraph (c)(vi). (vii) Any payments made to the Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and any regulations promulgated thereunder.

Termination or Suspension Under Federal Law. (i) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s affairs by an order issued under Sections 8(e)(iv) or 8(g)(i) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee Employee, including Accrued Benefits, shall not be affected. (ii) . If the 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; but the vested rights of the Employee shall not be affected. (iiiii) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; (A) by the OCC or its designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (B) by the OCC, or its designee, at the time that the OCC or its designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employee, including Accrued Benefits. (iviii) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s affairs, the Bank’s obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee Employee, including Accrued Benefits, as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (A1) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (B2) reinstate (in whole or in part) any of its obligations which were suspended.. ​

Termination or Suspension Under Federal Law. (i1) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s Bank's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4(S)1818(e)(4) and or (g)(1)), all obligations of the Company under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii2) If the 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; but however, this Paragraph 9(e)(2) shall not affect the vested rights of the Employee shall not be affectedparties. (iii3) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Company and the Bank; : (A) by the OCC Director of the Office of Thrift Supervision ("OTS"), or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the FDIA; or (B) by the OCCDirector of the OTS, or its his or her designee, at the time that the OCC Director of the OTS, or its designee his or her designee, approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv4) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. (S)1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s 's affairs, the Bank’s Company's obligations under this Agreement shall be suspended as of the date of such service, service unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank Company may in its discretion (A) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (B) reinstate (in whole or in part) any of its obligations which that were suspended. (5) If any of the provisions of this Paragraph 9(e) conflict with 12 C.F.R. (S)563.39(b), the latter shall prevail.

Termination or Suspension Under Federal Law. (i1) If the Employee is removed and/or permanently prohibited from participating in the conduct of the CompanyBank’s affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) ([12 U.S.C. §1818(e)(4) and or (g)(1))], all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii2) If the 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; but however, this Paragraph 9(e)(2) shall not affect the vested rights of the Employee shall not be affectedparties. (iii3) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (A) by the OCC or its designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the FDIA; or (B) by the OCC, or its designee, at the time that the OCC or its designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC to be operating in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv4) If the Employee is suspended and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) or (g)(1) of the FDIA suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s affairs(12 U.S.C. §1818(e)(3) or (g)(1)), the Bank’s obligations under this Agreement shall be suspended as of the date of such service, service unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (A) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (B) reinstate (in whole or in part) any of its obligations which that were suspended.

Termination or Suspension Under Federal Law. (i1) If the Employee ------------------------------------------- is removed and/or permanently prohibited from participating in the conduct of the Company’s Bank's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii2) If the 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii3) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (Ai) by the OCC Director of the OTS, or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the FDIA; or (Bii) by the OCCDirector of the OTS, or its his or her designee, at the time that the OCC Director of the OTS, or its his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv4) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s 's affairs, the Bank’s 's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (Ai) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (i) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s Bank's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii) If the 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; (Ai) by the OCC Director of the Office of Thrift Supervision ("Director of OTS"), or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCCDirector of the OTS, or its his or her designee, at the time that the OCC Director of the OTS, or its his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s 's affairs, the Bank’s 's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (Ai) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. Notwithstanding any other provision of this Agreement to the contrary - (i) Notwithstanding anything in this Agreement to the contrary, in no event shall the aggregate payments or benefits to be made or afforded to the Executive under Section 3 of this Agreement (the "Termination Benefits") constitute an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor thereto, and to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount which is one dollar ($1.00) less than three (3) times the Executive's "base amount," as determined in accordance with said Section 280G of the Internal Revenue Code of 1986. The Executive shall determine the allocation of the required reduction among the Termination Benefits provided in Section 3 of this Agreement. (ii) The Executive shall have no right to receive compensation or other benefits for any period after Termination for Cause. (iii) If the Employee Executive is removed and/or permanently prohibited from participating in the conduct of the Company’s Bank's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4) and or (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but any vested rights of the Employee parties shall not be affected. (iiiv) If the 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; but the : however, this paragraph shall not affect any vested rights of the Employee shall not be affectedparties. (iiiv) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (Ai) by the OCC Director of OTS, or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCCDirector of OTS, or its his or her designee, at the time that the OCC Director of OTS, or its designee his or her designee, approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director of OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (ivvi) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(1)) suspends and/or temporarily prohibits the Employee Executive from participating in the conduct of the Bank’s 's affairs, the Bank’s 's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion shall: (Aa) pay the Employee all or part of the Executive any compensation which was withheld while its contract obligations were suspended, ; and (Bb) reinstate (in whole or in part) any of its obligations remaining obligations, which were suspendedsuspended and which are still due to the Executive from the Bank even after the Bank makes the payment to the Executive set forth in subparagraph (a) of this paragraph (c)(vi). (vii) Any payments made to the Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and any regulations promulgated thereunder.

Termination or Suspension Under Federal Law. (ia) Any payments made to the Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and any regulations promulgated thereunder. (b) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s Association's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4) and or (g)(1)), all obligations of the Company Association under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the Employee parties shall not be affected. (iic) If the Bank Association 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iiid) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; Association: (Ai) by the OCC Director of the Office of Thrift Supervision ("Director of OTS"), or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank Association under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCCDirector of the OTS, or its his or her designee, at the time that the OCC Director of the OTS, or its his or her designee approves a supervisory merger to resolve problems related to operation of the Bank Association or when the Bank Association is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (ive) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s Association's affairs, the Bank’s Association's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion Association shall (Ai) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (i1) If the Employee is removed and/or permanently prohibited from participating in the conduct of the CompanyBank’s affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but . No such order shall affect the vested rights of the Employee shall not be affectedparties. (ii2) If the 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii3) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (A1) by the OCC Director of the Office of Thrift Supervision (“Director of OTS”), or its his designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCCDirector of the OTS, or its his designee, at the time that the OCC Director of the OTS, or its his designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv4) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s affairs, the Bank’s obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion shall (A1) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (i1) If the Employee -------------------------------------------- is removed and/or permanently prohibited from participating in the conduct of the Company’s Bank's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii1) If the 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii2) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (Ai) by the OCC Director of the Office of Thrift Supervision ("Director of OTS"), or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCCDirector of the OTS, or its his or her designee, at the time that the OCC Director of the OTS, or its his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv3) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s 's affairs, the Bank’s 's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (Ai) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any of its obligations which were suspended. (4) Any payments made to the Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and any regulations promulgated thereunder.

Termination or Suspension Under Federal Law. (i) If the Employee is removed and/or permanently prohibited from participating in the conduct of the CompanyBank’s affairs by an order issued under Sections 8(e)(ivsection 8(e)(4) or 8(g)(ior8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. § 1818(e)(4) and (g)(1g)(l)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii) If the Bank is 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; but however, this paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii) All obligations under this Agreement shall terminatemay be terminated, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank [a] by an appropriate officer of the Bank; (A) by the OCC ’s primary federal regulator, or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section section 13(c) of the FDIA; or (B) by the OCC, or its designee, [b] at the time that the OCC or its designee FDIC approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv) If a notice served under Section section 8(e)(3) or (g)(1or(g)(1) of the FDIA (12 U.S.C. § 1818(e)(3) or(g)(l)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s affairs, the Bank’s obligations under this Agreement shall be suspended as of the date of such service, service unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (A) [a] pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (B) and/or [h] reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (i1) If the Employee ------------------------------------------- is removed and/or permanently prohibited from participating in the conduct of the Company’s Bank's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii2) If the 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii3) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (Ai) by the OCC Director of the Office of Thrift Supervision ("Director of OTS"), or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCCDirector of the OTS, or its his or her designee, at the time that the OCC Director of the OTS, or its his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv4) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s 's affairs, the Bank’s 's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (Ai) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (i) If the Employee is removed and/or permanently prohibited from participating in the conduct of the CompanyBank’s affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii) If the 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; (Ai) by the OCC Director of the Office of Thrift Supervision (“Director of OTS”), or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCCDirector of the OTS, or its his or her designee, at the time that the OCC Director of the OTS, or its his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s affairs, the Bank’s obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (Ai) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (i1) If the Employee ------------------------------------------- is removed and/or permanently prohibited from participating in the conduct of the Company’s Bank's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4) and or (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii2) If the 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii3) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (Ai) by the OCC Comptroller of the Currency (the "Comptroller"), or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCCComptroller, or its his or her designee, at the time that the OCC Comptroller, or its his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank 103 is determined by the OCC Comptroller to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv4) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s 's affairs, the Bank’s 's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (Ai) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (i1) If ------------------------------------------- the Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s Bank's affairs by an order issued under Sections 8(e)(ivSection 8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii2) If the 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii3) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (Ai) by the OCC Director of the Office of Thrift Supervision ("Director of OTS"), or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCCDirector of the OTS, or its his or her designee, at the time that the OCC Director of the OTS, or its his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv4) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s 's affairs, the Bank’s 's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (Ai) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (i1) If the Employee is removed and/or permanently prohibited from participating in the conduct of the CompanyBank’s affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. §1818(e)(4) and or (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, terminate as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii2) If the 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; , but this Paragraph 10(e)(2) shall not affect the vested rights of the Employee shall not be affectedparties. (iii3) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for of the continued operation of the Bank; : (A) by the OCC Comptroller of the Currency (“Comptroller”), or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the FDIA; or (B) by the OCCComptroller, or its his or her designee, at the time that the OCC Comptroller, or its designee his or her designee, approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Comptroller to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv4) If the Employee is suspended and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) or (g)(1) of the FDIA suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s affairs(12 U.S.C. §1818(e)(3) and (g)(1)), the Bank’s obligations under this Agreement shall be suspended as of the date of such service, service unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (A) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (B) reinstate (in whole or in part) any of its obligations which were suspended. (5) If any of the provisions of this Paragraph 10(e) conflict with 12 C.F.R. § 163.39(b), the latter shall prevail.

Termination or Suspension Under Federal Law. (i1) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s Bank's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but . No such order shall affect the vested rights of the Employee shall not be affectedparties. (ii2) If the 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii3) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (A1) by the OCC Director of the Office of Thrift Supervision ("Director of OTS"), or its his designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCCDirector of the OTS, or its his designee, at the time that the OCC Director of the OTS, or its his designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv4) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s 's affairs, the Bank’s 's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion shall (A1) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (i1) If if the Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s Bank's affairs by an order issued under Sections 8(e)(iv8(eX4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 "FDIA")(12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii2) If the 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii3) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (Ai) by the OCC Director of the OTS, or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”"FDlC") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the FDIA; or (Bii) by the OCCDirector of the OTS, or its designee, at the time that the OCC his or its her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv4) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s 's affairs, the Bank’s 's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (Ai) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. Notwithstanding any other provision of this Agreement to the contrary -- (i) Notwithstanding the foregoing, but only to the extent required under federal banking law, the benefits payable hereunder to the Executive shall be reduced to the extent that either (A) the present value of such benefits exceeds the limitations set forth in Regulatory Bulletin 27a of the Office of Thrift Supervision ("OTS"), as in effect on the Effective Date, or (B) such reduction is necessary to avoid subjecting the Bank to loss of any deductions pursuant to Section 280G of the Internal Revenue Code of 1986, as amended. (ii) The Executive shall have no right to receive compensation or other benefits for any period after Termination for Cause. (iii) If the Employee Executive is removed and/or permanently prohibited from participating in the conduct of the Company’s Bank's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4) and or (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but any vested rights of the Employee parties shall not be affected. (iiiv) If the 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; but the however, this paragraph shall not affect any vested rights of the Employee shall not be affectedparties. (iiiv) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (Ai) by the OCC Director of OTS, or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCCDirector of OTS, or its his or her designee, at the time that the OCC Director of OTS, or its designee his or her designee, approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director of OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (ivvi) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(1)) suspends and/or temporarily prohibits the Employee Executive from participating in the conduct of the Bank’s 's affairs, the Bank’s 's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion shall: (Aa) pay the Employee all or part of the Executive any compensation which was withheld while its contract obligations were suspended, ; and (Bb) reinstate (in whole or in part) any of its obligations remaining obligations, which were suspendedsuspended and which are still due to the Executive from the Bank even after the Bank makes the payment to the Executive set forth in subparagraph (a) of this paragraph (c)(vi). (vii) Any payments made to the Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and any regulations promulgated thereunder.

Termination or Suspension Under Federal Law. (i1) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s BSMI's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4) and or (g)(1)), all obligations of the Company BSMI under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii2) If Harbor Federal Savings Bank (the Bank "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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii3) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (Ai) by the OCC Director of the Office of Thrift Supervision ("Director of OTS"), or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCCDirector of the OTS, or its his or her designee, at the time that the OCC Director of the OTS, or its his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv4) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s BSMI's affairs, the Bank’s BSMI's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank BSMI may in its discretion (Ai) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (i) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s Bank's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee shall not be affected. (ii) If the 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; but the vested rights of the Employee shall not be affected. (iii) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; (A) by the OCC or its designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (B) by the OCC, or its designee, at the time that the OCC or its designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employee. (iv) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s 's affairs, the Bank’s 's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (A) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (B) reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (i1) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s Bank's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4ss.1818(e)(4) and or (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii2) If the 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; but however, this Paragraph 9(e)(2) shall not affect the vested rights of the Employee shall not be affectedparties. (iii3) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (A) by the OCC Director of the Office of Thrift Supervision ("OTS"), or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the FDIA; or (B) by the OCCDirector of the OTS, or its his or her designee, at the time that the OCC Director of the OTS, or its designee his or her designee, approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv4) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C.ss.1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s 's affairs, the Bank’s 's obligations under this Agreement shall be suspended as of the date of such service, service unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (A) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (B) reinstate (in whole or in part) any of its obligations which that were suspended. (5) If any of the provisions of this Paragraph 9(e) conflict with 12 C.F.R.ss. 563.39(b), the latter shall prevail.

Termination or Suspension Under Federal Law. Notwithstanding any other provision of this Agreement to the contrary -- (i) Notwithstanding the foregoing, but only to the extent required under federal banking law, the benefits payable hereunder to the Executive shall be reduced to the extent that either (A) the present value of such benefits exceeds the limitations set forth in Regulatory Bulletin 27a of the Office of Thrift Supervision ("OTS"), as in effect on the Effective Date, or (B) such reduction is necessary to avoid subjecting the Bank to loss of any deductions pursuant to Section 280G of the Internal Revenue Code of 1986, as amended. (ii) The Executive shall have no right to receive compensation or other benefits for any period after Termination for Cause. (iii) If the Employee Executive is removed and/or permanently prohibited from participating in the conduct of the Company’s Bank's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4) and or (g)(1)), all obligations obliga tions of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but any vested rights of the Employee parties shall not be affected. (iiiv) If the 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; but the however, this paragraph shall not affect any vested rights of the Employee shall not be affectedparties. (iiiv) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (Ai) by the OCC Director of OTS, or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCCDirector of OTS, or its his or her designee, at the time that the OCC Director of OTS, or its designee his or her designee, approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director of OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (ivvi) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(1)) suspends and/or temporarily prohibits the Employee Executive from participating in the conduct of the Bank’s 's affairs, the Bank’s 's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion shall: (Aa) pay the Employee all or part of the Executive any compensation which was withheld while its contract obligations were suspended, ; and (Bb) reinstate (in whole or in part) any of its obligations remaining obligations, which were suspendedsuspended and which are still due to the Executive from the Bank even after the Bank makes the payment to the Executive set forth in subparagraph (a) of this paragraph (c)(vi). (vii) Any payments made to the Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and any regulations promulgated thereunder.

Termination or Suspension Under Federal Law. (i1) If the Employee is removed and/or permanently prohibited from participating in the conduct of the CompanyBank’s affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (the “FDIA”) (12 U.S.C. §§ 1818(e)(4) and (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii2) If the Bank is in default (as defined in Section 3(x)(1) of the FDIAEDIA), all obligations under this Agreement shall terminate as of the date of default; but however, this paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii3) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (Ai) by the OCC Director of the Office of Thrift Supervision (“Director of OTS”), or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the FDIA; or (Bii) by the OCCDirector of the OTS, or its his or her designee, at the time that the OCC Director of the OTS, or its his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv4) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. § 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s affairs, the Bank’s obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (Ai) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (i1) If the ------------------------------------------- Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s Association's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company Association under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii1) If the Bank Association 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii2) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; Association: (Ai) by the OCC Director of the Office of Thrift Supervision ("Director of OTS"), or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank Association under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCCDirector of the OTS, or its his or her designee, at the time that the OCC Director of the OTS, or its his or her designee approves a supervisory merger to resolve problems related to operation of the Bank Association or when the Bank Association is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv3) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s Association's affairs, the Bank’s Association's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank Association may in its discretion (Ai) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any of its obligations which were suspended. (4) Any payments made to the Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and any regulations promulgated thereunder and shall not exceed applicable limits under Office of Thrift Supervision Regulatory Bulletin 27a.

Termination or Suspension Under Federal Law. (i) Notwithstanding anything herein to the contrary: i. If the Employee is removed and/or permanently prohibited from participating in the conduct of the CompanyBank’s affairs by an order issued under Sections 8(e)(ivsection 8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. § 1818(e)(4) and (g)(1g)(l)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii) . If the Bank is in default (as defined in Section 3(x)(1section 3(x)(l) of the (FDIA), all obligations under this Agreement shall terminate as of the date of default; but however, this paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii) . All obligations under this Agreement shall terminatemay be terminated, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank [a] by an appropriate officer of the Bank; (A) by the OCC ’s primary federal regulator, or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section section 13(c) of the FDIA; or (B) by the OCC, or its designee, [b] at the time that the OCC or its designee FDIC approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv) . If a notice served under Section section 8(e)(3) or (g)(1g)(l) of the FDIA (12 U.S.C.§ 1818(e)(3) or (g)(l)) suspends and/or temporarily prohibits the Employee Executive from participating in the conduct of the Bank’s affairs, the Bank’s obligations under this Agreement shall be suspended as of the date of such service, service unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (A) [a] pay the Employee Executive all or part of the compensation withheld while its contract obligations were suspended, and (B) and/or [b] reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (i) If the Employee is removed and/or permanently prohibited from participating in the conduct of the CompanyBank’s affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii) If the 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; (Ai) by the OCC Director of the Office of Thrift Supervision (“Director of OTS”), or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCCDirector of the OTS, or its his or her designee, at the time that the OCC Director of the OTS, or its his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s affairs, the Bank’s obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (Ai) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (i1) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s Bank's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii2) If the 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii3) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (Ai) by the OCC Director of the Office of Thrift Supervision ("Director of OTS"), or its her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCCDirector of the OTS, or its her designee, at the time that the OCC Director of the OTS, or its her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv4) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s 's affairs, the Bank’s 's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (Ai) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (i1) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s Bank's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4ss.1818(e)(4) and or (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii2) If the 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; but however, this Paragraph 9(e)(2) shall not affect the vested rights of the Employee shall not be affectedparties. (iii3) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (A) by the OCC Director of the Office of Thrift Supervision ("OTS"), or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the FDIA; or (B) by the OCCDirector of the OTS, or its his or her designee, at the time that the OCC Director of the OTS, or its designee his or her designee, approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv4) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C.ss.1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s 's affairs, the Bank’s 's obligations under this Agreement shall be suspended as of the date of such service, service unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (A) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (B) reinstate (in whole or in part) any of its obligations which that were suspended. (5) If any of the provisions of this Paragraph 9(e) conflict with 12 C.F.R.ss.563.39(b), the latter shall prevail.

Termination or Suspension Under Federal Law. Notwithstanding any other provision of this Agreement to the contrary: (ia) Notwithstanding the foregoing, but only to the extent required under federal banking law, the benefits payable hereunder to the Employee shall be reduced to the extent that either (A) the present value of such benefits exceeds the limitations set forth in Regulatory Bulletin 27a of the Office of Thrift Supervision ("OTS"), as in effect on the Effective Date, or (B) such reduction is necessary to avoid subjecting the Bank or the Company to loss of any deductions pursuant to Section 280G of the Internal Revenue Code of 1986, as amended. (b) The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Case. (c) Any payments made to the Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and any regulations promulgated thereunder. (d) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s Bank's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4) and or (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the Employee parties shall not be affected. (iie) If the 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iiif) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank's affairs, the Bank's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (ii) reinstate (in whole or in part) any of its obligations which were suspended. However, this paragraph shall not affect the vested rights of the parties. (g) All obligations under this Agreement shall terminatebe terminated, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (A) by the OCC Director of the OTS or its her other designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section section 13(c) of the FDIA; or (B) by the OCC, Director of the OTS or its her designee, at the time that the OCC Director or its her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director to be in an unsafe or unsound condition. Such action shall not affect any vested Any rights of the Employee. (iv) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s affairsparties that have already vested, the Bank’s obligations under this Agreement however, shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (A) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (B) reinstate (in whole or in part) any of its obligations which were suspendedaffected by such action.

Termination or Suspension Under Federal Law. (i1) If the ------------------------------------------- Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s Bank's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii2) If the 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii3) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (Ai) by the OCC Director of the Office of Thrift Supervision ("Director of OTS"), or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCCDirector of the OTS, or its his or her designee, at the time that the OCC Director of the OTS, or its his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv4) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s 's affairs, the Bank’s 's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (Ai) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (i1) If the Employee is removed and/or permanently prohibited from participating in the conduct of the CompanyBank’s affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii2) If the 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii3) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (Ai) by the OCC Commissioner of Banks of the Commonwealth of Massachusetts (the “Commissioner”) or its her or her designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCCCommissioner, or its her or her designee, at the time that the OCC Commissioner, or its her or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Commissioner to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv4) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s affairs, the Bank’s obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion shall (Ai) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (i1) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s Bank's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4(S)1818(e)(4) and or (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii2) If the 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; but however, this Paragraph 9(e)(2) shall not affect the vested rights of the Employee shall not be affectedparties. (iii3) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (A) by the OCC Director of the Office of Thrift Supervision ("OTS"), or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the FDIA; or (B) by the OCCDirector of the OTS, or its his or her designee, at the time that the OCC Director of the OTS, or its designee his or her designee, approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv4) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. (S)1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s 's affairs, the Bank’s 's obligations under this Agreement shall be suspended as of the date of such service, service unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (A) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (B) reinstate (in whole or in part) any of its obligations which that were suspended. (5) If any of the provisions of this Paragraph 9(e) conflict with 12 C.F.R. (S)563.39(b), the latter shall prevail.

Termination or Suspension Under Federal Law. (i1) If the ------------------------------------------- Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s Bank's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 "FDIA")(12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii2) If the 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii3) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (Ai) by the OCC Director of the OTS, or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“'FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the FDIA; or (Bii) by the OCCDirector of the OTS, or its designee, at the time that the OCC his or its her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv4) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s 's affairs, the Bank’s 's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (Ai) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (i1) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s Association's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company Association under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii2) If the Bank Association 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii3) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; Association: (Ai) by the OCC Director of the Office of Thrift Supervision ("Director of OTS"), or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank Association under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCCDirector of the OTS, or its his or her designee, at the time that the OCC Director of the OTS, or its designee his or her designee, approves a supervisory merger to resolve problems related to operation of the Bank Association or when the Bank Association is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv4) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s Association's affairs, the Bank’s Association's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank Association may in its discretion (Ai) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any of its obligations which were suspended. (5) Any payments made to the Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with both 12 U.S.C. Section 1828(k) and any regulations promulgated thereunder, and Regulatory Bulletin 27A, but only to the extent required thereunder on the date any payment is required pursuant to this Agreement. In addition, in the event the termination provisions in this Section 10(f) conflict with the provisions set forth in 12 C.F.R. Section 563.39(b), the latter shall prevail.

Termination or Suspension Under Federal Law. (i1) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s Association's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company Association under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii2) If the Bank Association 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii3) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; Association: (Ai) by the OCC Director of the Office of Thrift Supervision ("Director of the OTS"), or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank Association under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCCDirector of the OTS, or its his or her designee, at the time that the OCC Director of the OTS, or its his or her designee approves a supervisory merger to resolve problems related to operation of the Bank Association or when the Bank Association is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv4) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s Association's affairs, the Bank’s Association's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank Association may in its discretion (Ai) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (ia) Any payments made to the Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with both 12 ---- U.S.C. Section 1828(k) and any regulations promulgated thereunder, and --- Regulatory Bulletin 27A, but only to the extent required thereunder on the date any payment is required pursuant to this Agreement. (b) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s Association's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4) and or (g)(1)), all obligations of the Company Association under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the Employee parties shall not be affected. (iic) If the Bank Association 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iiid) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; Association: (Ai) by the OCC Director of the Office of Thrift Supervision ("Director of OTS"), or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank Association under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCCDirector of the OTS, or its his or her designee, at the time that the OCC Director of the OTS, or its his or her designee approves a supervisory merger to resolve problems related to operation of the Bank Association or when the Bank Association is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (ive) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s Association's affairs, the Bank’s Association's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion Association shall (Ai) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (i1) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s Bank's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. (S) 1818(e)(4) and or (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii2) If the 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; but however, this Paragraph 9(e)(ii) shall not affect the vested rights of the Employee shall not be affectedparties. (iii3) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (A) by the OCC Director of the Office of Thrift Supervision ("OTS"), or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the FDIA; or (B) by the OCCDirector of the OTS, or its his or her designee, at the time that the OCC Director of the OTS, or its designee his or her designee, approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv4) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. (S) 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s 's affairs, the Bank’s 's obligations under this Agreement shall be suspended as of the date of such service, service unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (A) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (B) reinstate (in whole or in part) any of its obligations which that were suspended. (5) If any of the provisions of this Paragraph 9(e) conflict with 12 C.F.R. (S) 563.39(b), the latter shall prevail.

Termination or Suspension Under Federal Law. (i) Notwithstanding anything herein to the contrary: i. If the Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s Bank's affairs by an order issued under Sections 8(e)(ivsection 8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. § 1818(e)(4) and (g)(1g)(l)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii) . If the Bank is in default (as defined in Section 3(x)(1section 3(x)(l) of the (FDIA), all obligations under this Agreement shall terminate as of the date of default; but however, this paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii) . All obligations under this Agreement shall terminatemay be terminated, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank [a] by an appropriate officer of the Bank; (A) by the OCC 's primary federal regulator, or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section section 13(c) of the FDIA; or (B) by the OCC, or its designee, [b] at the time that the OCC or its designee FDIC approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv) . If a notice served under Section section 8(e)(3) or (g)(1g)(l) of the FDIA (12 U.S.C.§ 1818(e)(3) or (g)(l)) suspends and/or temporarily prohibits the Employee Executive from participating in the conduct of the Bank’s 's affairs, the Bank’s 's obligations under this Agreement shall be suspended as of the date of such service, service unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (A) [a] pay the Employee Executive all or part of the compensation withheld while its contract obligations were suspended, and (B) and/or [b] reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (i) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s 's affairs by an order issued under Sections 8(e)(iv) or 8(g)(i) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee shall not be affected. (ii) . If the 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; but the vested rights of the Employee shall not be affected. (iiiii) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; (A) by the OCC or its designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (B) by the OCC, or its designee, at the time that the OCC or its designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employee. (iviii) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s 's affairs, the Bank’s 's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (A) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (B) reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (i1) If the Employee is ------------------------------------------- removed and/or permanently prohibited from participating in the conduct of the Company’s Bank's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but . No such order shall affect the vested rights of the Employee shall not be affectedparties. (ii2) If the 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii3) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (Ai) by the OCC Director of the Office of Thrift Supervision ("Director of OTS"), or its his designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCCDirector of the OTS, or its her designee, at the time that the OCC Director of the OTS, or its his designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv4) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s 's affairs, the Bank’s 's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion shall (Ai) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (i) Notwithstanding anything herein to the contrary: i. If the Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s Bank's affairs by an order issued under Sections 8(e)(ivsection 8(e)(4) or 8(g)(i8(g)(l ) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. § 1818(e)(4) and (g)(1g)(l)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii) . If the Bank is in default (as defined in Section 3(x)(1section 3(x)(l) of the (FDIA), all obligations under this Agreement shall terminate as of the date of default; but however, this paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii) . All obligations under this Agreement shall terminatemay be terminated, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank [a] by an appropriate officer of the Bank; (A) by the OCC 's primary federal regulator, or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section section 13(c) of the FDIA; or (B) by the OCC, or its designee, [b] at the time that the OCC or its designee FDIC approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv) . If a notice served under Section section 8(e)(3) or (g)(1g)(l) of the FDIA (12 U.S.C.§ 1818(e)(3) or (g)(l)) suspends and/or temporarily prohibits the Employee Executive from participating in the conduct of the Bank’s 's affairs, the Bank’s 's obligations under this Agreement shall be suspended as of the date of such service, service unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (A) [a] pay the Employee Executive all or part of the compensation withheld while its contract obligations were suspended, and (B) and/or [b] reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (ia) If the Employee is you are removed and/or permanently prohibited from participating in the conduct of the CompanyBank’s affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (the “FDIA”) (12 U.S.C. §§ 1818(e)(4) and (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (iib) If the 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; but however, this paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iiic) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (Ai) by the OCC Secretary of Banking and Securities of the Pennsylvania Department of Banking (the “Secretary”), or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the FDIA; or (Bii) by the OCCSecretary, or its his or her designee, at the time that the OCC Secretary, or its designee his or her designee, approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Secretary to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employee.parties. Xxxxxx X. Xxxxxxxx, Esquire December 19, 2012 (ivd) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. § 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee you from participating in the conduct of the Bank’s affairs, the Bank’s obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (Ai) pay the Employee you all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (i1) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s Bank's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii2) If the 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii3) All obligations under this Agreement shall shallent or terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; (Ai) by the OCC Director of the Office of Thrift Supervision ("Director of OTS"), or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCCDirector of the OTS, or its his or her designee, at the time that the OCC Director of the OTS, or its his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv4) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s 's affairs, the Bank’s 's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (Ai) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (i1) If the Employee is ------------------------------------------- removed and/or permanently prohibited from participating in the conduct of the Company’s Bank's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii2) If the 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii3) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (Ai) by the OCC Director of the Office of Thrift Supervision ("Director of OTS"), or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCCDirector of the OTS, or its his or her designee, at the time that the OCC Director of the OTS, or its his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv4) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s 's affairs, the Bank’s 's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (Ai) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (i1) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s Bank's affairs by an order issued under Sections 8(e)(iv8(e)(3) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(41818(e)(3) and (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii2) If the 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii3) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank's affairs, the Bank's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (4) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; (A) Bank by the OCC Department of Consumer and Industry Services of the State of Michigan or its the Federal Deposit Insurance Corporation ("FDIC"), or his or her designee, at the time that (i) the Federal Deposit Insurance Corporation (“FDIC”) FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCC, State of Michigan or its designee, at the time that the OCC or its designee FDIC approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC State of Michigan or the FDIC to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv5) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA suspends and/or temporarily prohibits Any payments made to the Employee from participating in the conduct of the Bank’s affairspursuant to this Agreement, the Bank’s obligations under this Agreement shall be suspended as of the date of such serviceor otherwise, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (Asubject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (B) reinstate (in whole or in part) any of its obligations which were suspendedregulations promulgated thereunder.

Termination or Suspension Under Federal Law. (i1) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s Association's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company Association under this Agreement shall terminate, terminate as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii2) If the Bank Association 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii3) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; Association: (Ai) by the OCC Director of the Office of Thrift Supervision ("Director of OTS"), or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank Association under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCCDirector of the OTS, or its his or her designee, at the time that the OCC Director of the OTS, or its designee his or her designee, approves a supervisory merger to resolve problems related to operation of the Bank Association or when the Bank Association is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv4) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s Association's affairs, the Bank’s Association's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank Association may in its discretion (Ai) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any and of its obligations which were suspended. In addition, in the event the termination provisions in this Section 10(f) conflict with the provisions set forth in 12 C.F.R. Section 563.39(b), the latter shall prevail. (5) Any payments made to the Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with both 12 U.S.C. Section 1828(k) and any regulations promulgated thereunder, and Regulatory Bulletin 27A, but only to the extent required thereunder on the date any payment is required pursuant to this Agreement.

Termination or Suspension Under Federal Law. (i1) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s Association's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company Association under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii1) If the Bank Association 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii2) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; Association: (Ai) by the OCC Director of the Office of Thrift Supervision ("Director of OTS"), or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank Association under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCCDirector of the OTS, or its his or her designee, at the time that the OCC Director of the OTS, or its his or her designee approves a supervisory merger to resolve problems related to operation of the Bank Association or when the Bank Association is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv3) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s Association's affairs, the Bank’s Association's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank Association may in its discretion (Ai) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any of its obligations which were suspended. (4) Any payments made to the Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and any regulations promulgated thereunder.

Termination or Suspension Under Federal Law. Notwithstanding any other provision of this Agreement to the contrary -- (i) Notwithstanding the foregoing, but only to the extent required under federal banking law, the benefits payable hereunder to the Executive shall be reduced to the extent that either (A) the present value of such benefits exceeds the limitations set forth in Regulatory Bulletin 27a of the Office of Thrift Supervision ("OTS"), as in effect on the Effective Date, or (B) such reduction is necessary to avoid subjecting the Bank to loss of any deductions pursuant to Section 280G of the Internal Revenue Code of 1986, as amended. (ii) The Executive shall have no right to receive compensation or other benefits for any period after Termination for Cause. (iii) If the Employee Executive is removed and/or permanently prohibited from participating in the conduct of the Company’s Bank's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4) and or (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but any vested rights of the Employee parties shall not be affected. (iiiv) If the 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; but the : however, this paragraph shall not affect any vested rights of the Employee shall not be affectedparties. (iiiv) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (Ai) by the OCC Director of OTS, or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCCDirector of OTS, or its his or her designee, at the time that the OCC Director of OTS, or its designee his or her designee, approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director of OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (ivvi) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(1)) suspends and/or temporarily prohibits the Employee Executive from participating in the conduct of the Bank’s 's affairs, the Bank’s 's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion shall: (Aa) pay the Employee all or part of the Executive any compensation which was withheld while its contract obligations were suspended, and (B) reinstate (in whole or in part) any of its obligations which were suspended.; and

Termination or Suspension Under Federal Law. (i1) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s Bank's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but . No such order shall affect the vested rights of the Employee shall not be affectedparties. (ii2) If the 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii3) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (A1) by the OCC Director of the Office of Thrift Supervision ("Director of OTS"), or its his designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCCDirector of the OTS, or its her designee, at the time that the OCC Director of the OTS, or its his designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv4) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s 's affairs, the Bank’s 's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion shall (A1) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any of its obligations which were suspended.

Termination or Suspension Under Federal Law. (i1) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s Bank's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. (S) 1818(e)(4) and or (g)(1)), all obligations of the Company under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii2) If the 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; but however, this Paragraph 9(e)(2) shall not affect the vested rights of the Employee shall not be affectedparties. (iii3) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Company and the Bank; : (A) by the OCC Director of the Office of Thrift Supervision ("OTS"), or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the FDIA; or (B) by the OCCDirector of the OTS, or its his or her designee, at the time that the OCC Director of the OTS, or its designee his or her designee, approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv4) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. (S) 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s 's affairs, the Bank’s Company's obligations under this Agreement shall be suspended as of the date of such service, service unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank Company may in its discretion (A) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (B) reinstate (in whole or in part) any of its obligations which that were suspended. (5) If any of the provisions of this Paragraph 9(e) conflict with 12 C.F.R. (S) 563.39(b), the latter shall prevail.

Termination or Suspension Under Federal Law. (i1) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s Bank's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. (S) 1818(e)(4) and or (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii2) If the 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; but however, this Paragraph 9(e)(ii) shall not affect the vested rights of the Employee shall not be affectedparties. (iii3) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; : (A) by the OCC Director of the Office of Thrift Supervision ("OTS"), or its his or her designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the FDIA; or (B) by the OCCDirector of the OTS, or its his or her designee, at the time that the OCC Director of the OTS, or its designee his or her designee, approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv4) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. (S) 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s 's affairs, the Bank’s 's obligations under this Agreement shall be suspended as of the date of such service, service unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (A) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (B) reinstate (in whole or in part) any of its obligations which that were suspended.

Termination or Suspension Under Federal Law. (i1) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Company’s Bank's affairs by an order issued under Sections 8(e)(iv8(e)(4) or 8(g)(i8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the Employee parties shall not be affected. (ii2) If the 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; but however, this Paragraph shall not affect the vested rights of the Employee shall not be affectedparties. (iii3) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; (Ai) by the OCC or its designee, at the time that the Federal Deposit Insurance Corporation (“"FDIC”") enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (Bii) by the OCC, or its designee, at the time that the OCC or its designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employeeparties. (iv4) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank’s 's affairs, the Bank’s 's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. However, the vested rights of the Employee as of the date of suspension will not be affected. If the charges in the notice are dismissed, the Bank may in its discretion (Ai) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (Bii) reinstate (in whole or in part) any of its obligations which were suspended.